Effective Date: February 7, 2022
I. INTRODUCTION
Please read these Terms of Use carefully before using the Air to Earth® website.
Air to Earth LLC (“we” or “A2E”) welcomes you to its website (the “A2E Website”). The A2E Website enables you to access content, products and services available on or through the A2E Website (collectively, “Services”). These Terms of Use form a binding legal agreement between you and A2E regarding your access to and use of the A2E Website and Services. For purposes of these Terms of Use, “content” means data, information, content, documentation, opinion, advice, white papers, reports, proposals, descriptions, statement or other materials, whether written, visual, audio, audiovisual or other information or materials that are available on or that form part of the A2E Website.
BY ACCESSING, BROWSING OR USING THE A2E WEBSITE OR ANY OF THE SERVICES, YOU ARE ACKNOWLEDGING THAT YOU (A) HAVE READ AND UNDERSTAND, AND ARE ACCEPTING AND AGREEING TO BE BOUND BY, THESE TERMS OF USE, INCLUDING, WITHOUT LIMITATION, THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED HEREIN AND (B) ARE AGREEING TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS.
IF YOU DO NOT AGREE TO THESE TERMS OF USE, DO NOT ACCESS, BROWSE OR OTHERWISE USE THE A2E WEBSITE OR SERVICES.
1. Electronic Signature and Disclosure Consent Notice
You agree to the use of electronic documents and records in connection with your registration for or other use of the A2E Website and Services and for all future documents and records in connection with the A2E Website—including without limitation this electronic signature and disclosure notice—and that this use satisfies any requirement that we provide you in writing these documents and obtain your written consent to such use of electronic documents and records. If you do not agree to such use of electronic documents and records, do not accept these Terms of Use. You may obtain a paper copy of such document or information, but A2E may charge you a fee for such paper copies. You may withdraw your consent to the use of electronic documents and records, but if you do so, A2E may terminate its relationship with you and you will no longer be permitted to purchase or access Services through the A2E Website. You may update your contact information at any time on the A2E Website. To receive or access electronic documents and records, you must have the following equipment and software: (a) a device that is capable of accessing the Internet; (b) an Internet browser that supports at a minimum HTML 4.0 and 128-bit SSL encryption; and (c) software that permits you to receive and access Portable Document Format or “PDF” files. To retain documents and records, your device must have the ability to download and store PDF files. Your access to this page verifies that your system and device meets the above receipt, access, and retention requirements. Your proceeding with the A2E account signup process or the use of the A2E Website indicates your acceptance of this notice.
2. Updates to and Acceptance of Terms of Use
From time to time, we may update these Terms of Use. If we do, we will note near the top of this page the date that any changes are made and/or when they become effective. You should revisit these Terms of Use on a regular basis, as revised versions will be binding upon you. Specifically, the version of these Terms of Use in effect at the time of your specific access to a Website shall be the version that governs that specific access to such Website. Your continued access to, browsing or use of the A2E Website or any of the Services after the effective date of such changes to these Terms of Use will tell us that you agree to those changes. If you do not agree to the revised Terms of Use, you are not authorized to access or use the A2E Website or Services and you must disconnect from and not use the A2E Website and Services. You are not authorized to change these Terms of Use in any manner.
3. No Use Where Prohibited
The A2E Website and Services are not directed to and may not be used by any person or entity in any jurisdiction where the direction to or use of the A2E Website or Services is prohibited by or would be contrary to any applicable laws or regulations. As a condition of your access to and use of the A2E Website and Services, you represent and warrant that you will not use the A2E Website or Services for any purpose that is prohibited by these Terms of Use or is in violation of any applicable laws and regulations.
II. YOUR USE OF THE A2E WEBSITE
1. Your Account and Information
To use the A2E Website and Services, you must register for an account on the A2E Website and provide information about yourself as prompted by the site registration form. As part of the registration for the A2E Website, you will use your true legal name and true electronic mail address, and only provide true, accurate and complete information on the A2E Website and notify A2E immediately of any change in such information.
A2E reserves the right to refuse or reject any request to create an account for any or no reason at A2E’s sole discretion. You are solely responsible for your account, your contact information and other information made available through your account or otherwise via the A2E Website. You will use reasonable care to protect the confidentiality of your log-in information for your account and will not share it with any other person. You will be entirely responsible for the conduct of any person using the A2E Website or accessing your account through use of your log-in information.
You agree that A2E may, and may permit others to, use, copy, display, reproduce, distribute, modify, translate, remove, analyze, and prepare derivative works based upon, the information that you provide in connection with your use of the A2E Website for purposes of providing to you the A2E Website and Services and as otherwise described in these Terms of Use and the A2E Privacy Policy.
2. License to Use A2E Website
Subject to your compliance with these Terms of Use, A2E grants you a limited, non-exclusive, revocable, non-assignable, personal and non-transferable license to access and make personal use of the A2E Website solely for the purpose of reviewing content and purchasing Services. The foregoing license does not include any resale or commercial use or derivative use of the A2E Website or Services. The A2E Website and Services, and any portion thereof, may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purposes without A2E’s express written consent.
3. Your Use of the A2E Website
By accessing or using the A2E Website, you agree that you will not use the A2E Website in any way that:
· is unlawful, threatening, violent, abusive, hateful, defamatory, slanderous, libelous, deceptive, fraudulent, tortious, indecent, vulgar, profane, obscene, or that A2E deems in its sole discretion to be inappropriate;
· may harm A2E, its service providers, or any other person or entity;
· violates or infringes the rights of anyone else;
· gains or tries to gain unauthorized access to the A2E Website or any portion thereof, A2E’s computers and networks, or A2E’s user data, or that otherwise modifies or interferes with the use or operation of the A2E Website;
· imposes an unreasonable or disproportionately large load on A2E’s or its business partners’ infrastructure, including, without limitation, transmitting spam or using other unsolicited mass emailing techniques;
· alters, damages, or deletes any content provided by A2E or others, or removes or modifies any copyright or other intellectual property notices that appear on the A2E Website;
· contains computer viruses or other disruptive, damaging or harmful files or programs; or
· otherwise violates these Terms of Use or any other guidelines or policies provided by A2E.
In addition, you represent and warrant that:
· the information and any other content that you may provide using the A2E Website does not infringe, violate, misappropriate or otherwise conflict with the rights of any third party; complies with all applicable local, state, provincial, national and other laws, rules and regulations; and does not violate these Terms of Use;
· you have the right to provide to A2E the information and any other content that you may provide using the A2E Website;
· you will use your true legal name and true electronic mail address, and only provide true, accurate and complete information on the A2E Website;
· you will not impersonate another person or entity or misrepresent your affiliation with another person or entity, such as by using another person’s or entity’s username, password or other account information or another person’s or entity’s name, likeness, image or photograph;
· you are at least 18 years of age, or the legal age of majority where you reside;
· you have all requisite rights and authority to use the A2E Website and to enter into these Terms of Use; and
· the performance of your obligations under these Terms of Use will not violate, conflict with, or result in a default under any other agreement, including, without limitation, confidentiality agreements between you and third parties.
III. THIRD PARTY CONTENT; DISCLAIMERS
1. Third Party Content
The A2E Website includes, among other things, content provided by third parties and may also contain links to third party sites (collectively, “Third Party Content”). A2E does not take responsibility for any Third Party Content. You understand that A2E has no obligation to, and generally does not, approve or monitor materials provided by third parties, including, without limitation, through the A2E Website.
You acknowledge and agree that third party sites may have different privacy policies and terms and conditions than A2E. A2E does not verify, make any representations or take responsibility for such third party sites, including, without limitation, the truthfulness, accuracy, quality or completeness of the content, services, links displayed or any other activities conducted on or through such third party sites. You should carefully review the privacy policy and terms and conditions of each website you visit. A2E is not responsible for the content or privacy practices of such third party sites.
UNDER NO CIRCUMSTANCES WILL A2E BE LIABLE IN ANY WAY FOR ANY THIRD PARTY CONTENT OR ANY THIRD PARTY SITES, INCLUDING, WITHOUT LIMITATION, LIABILITY FOR ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED OR OTHERWISE TRANSMITTED VIA THE A2E WEBSITE.
2. Accuracy of Data
A2E makes no warranties or representations as to the accuracy, completeness or timeliness of the content provided as part of the A2E Website or any of the Services. A2E assumes no liability or responsibility for any errors or omissions in the A2E Website. No warranty, expressed or implied, is made regarding accuracy, adequacy, completeness, legality, reliability or usefulness of any materials or content.
3. Security of Communications
A2E is committed to maintaining the security of the data you provide us and will take reasonable precautions to protect your personal information. However, there is always some risk in transmitting information over the Internet. Because the A2E Website is provided through the Internet, you agree that when you use the A2E Website, your communications may be intercepted by others. For this reason, A2E cannot guarantee the security and privacy of transmissions via the Internet, and you agree that we will not be liable for any lack of security relating to the use of the A2E Website by you. You agree that you will not hold A2E liable for any damages resulting from any loss of privacy or security occurring in connection with any communications over such networks.
4. Disclaimers
THE A2E WEBSITE AND SERVICES ARE PROVIDED “AS IS,” AND A2E: (i) MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, AS TO ANY MATTER WHATSOEVER; (ii) EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, ACCURACY, INFRINGEMENT AND TITLE; AND (iii) DOES NOT REPRESENT OR WARRANT THAT THE A2E WEBSITE OR SERVICES WILL BE ACCURATE OR ERROR-FREE, WILL BE AVAILABLE OR THAT ACCESS WILL BE UNINTERRUPTED, WILL MEET YOUR REQUIREMENTS, OR WILL BE TIMELY OR SECURE. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE RESULTING FROM THE USE OF, OR INABILITY TO USE, THE A2E WEBSITE OR SERVICES. USE OF THE A2E WEBSITE AND SERVICES IS AT YOUR SOLE RISK. A2E MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED USING THE A2E WEBSITE OR SERVICES. A2E EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTIES AS TO THE SERVICES (EXCEPT AS EXPRESSLY DESCRIBED ABOVE) OR ANY BENEFIT THAT MAY BE ACCRUED FROM THE THIRD PARTY PAYMENTS.
Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. In such event, such warranties are limited to the minimum warranty period allowed by the applicable law. Neither A2E, any of its employees or contractors, nor any other party involved in producing or delivering the A2E Website or Services, shall be held liable for any improper or incorrect use of the A2E Website, consent or services.
IV. PRIVACY
The A2E Website Privacy Policy is available at www.airtoearth.com. This Privacy Policy may change from time to time, so review it with regularity and care. The Privacy Policy governs how the information that you provide from your use of the A2E Website or Services may be collected, used and disclosed by A2E. By using the A2E Website or Services, you consent to this collection, use, and disclosure by A2E.
The A2E Website may contain links to websites owned by third parties. The A2E Website Privacy Policy does not cover the practices of such third parties. Such third parties may have their own privacy policies regarding their own policies and practices regarding your information. You are responsible for reviewing the privacy policies of such third parties. A2E is not responsible for what a third party may do or not do with your information that you provide.
V. SUBMISSION OF FEEDBACK
If you submit a comment, suggestion or any other material (“Feedback”) to A2E related to the A2E Website or the Services (excluding any illegal content), you hereby assign all ownership in and to such Feedback to A2E and acknowledge that we will be entitled to use and implement any such Feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. To the extent the foregoing is deemed ineffective, you also hereby grant to A2E a non-exclusive right to use, display, reproduce, modify and distribute the Feedback in whole or in part, anywhere in perpetuity in any and all media, whether alone or together or as part of any material of any kind or nature in any manner without restriction, and without any obligation of confidentiality, attribution or compensation to you. Without limiting any of the foregoing, A2E will have the right to use, copy, display, perform, distribute, modify and re-format Feedback in any manner that A2E may determine, without any obligation of confidentiality, attribution or compensation to you. By submitting Feedback, you represent and warrant to A2E that you have all necessary rights in and to such Feedback and all information it contains and that such Feedback does not infringe any proprietary or other rights of third parties or contain any libelous, tortious, or otherwise unlawful information.
VI. OWNERSHIP OF INTELLECTUAL PROPERTY
You acknowledge and agree that A2E and its licensors (and each of their respective successors and assigns) owns or uses with permissionthe copyrights, trademarks, service marks, and trade dress rights to all materials and content displayed on and from the A2E Website (including, without limitation, visual interfaces, interactive features, graphics, designs, databases and their data, computer code, products, software and all other elements and components of the A2E Website) (the “Intellectual Property”). You may not reproduce, modify, create derivative works based upon, display, frame, perform any such materials or content, or publish, distribute, disseminate, transmit, broadcast or circulate any such materials or content to any third party (including, without limitation, displaying or distributing the material using a third party website) without A2E’s prior written consent, except for the use of such materials and content as necessary to use the A2E Website for its intended purposes. A2E retains all rights that are not otherwise expressly granted in these Terms of Use. In particular, no license, rights of use and/or ownership of any kind of Intellectual Property is granted and all know-how, patents, trademarks, tradenames, designs, copyrights, manufacturing or business secrets and all other intellectual property that is owned or licensed by A2E at any time shall remain the exclusive and unrestricted property of A2E and A2E’s affiliates.
VII. LIMITATION OF LIABILITY AND INDEMNITY
1. Limitation of Liability
YOU SHALL AND HEREBY DO RELEASE A2E, ITS AFFILIATES, SUPPLIERS AND LICENSORS, AND ITS AND THEIR RESPECTIVE AGENTS, OFFICERS, DIRECTORS, EMPLOYEES AND CONTRACTORS FROM ANY AND ALL CLAIMS, LIABILITIES AND LOSSES IN CONNECTION WITH THE A2E WEBSITE OR SERVICES. YOU FURTHER AGREE THAT THIS RELEASE EXTENDS TO ANY PARTY CLAIMING UNDER YOU AND THAT NO INSURANCE COMPANY WILL HAVE ANY RIGHT OF SUBROGATION.
NEITHER A2E, NOR ITS AFFILIATES, SUPPLIERS AND LICENSORS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, EMPLOYEES OR CONTRACTORS WILL BE LIABLE TO YOU OR ANY OTHER PARTY FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING WITHOUT LIMITATION THOSE RESULTING FROM LOST PROFITS, LOST DATA OR BUSINESS INTERRUPTION) IN CONNECTION WITH THE A2E WEBSITE OR SERVICES, EVEN IF MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THOSE PARTICULAR LIMITATIONS MAY NOT APPLY TO YOU.
2. Indemnity
You agree to indemnify, defend, and hold A2E and its affiliates, suppliers and licensors, and its and their respective officers, directors, employees, contractors and agents, harmless from and against any and all claims and all liabilities, assessments, losses, costs (including, without limitation, reasonable attorneys’ fees) and damages arising out of or relating to your actions or in connection with the A2E Website or Services, including, without limitation, your use of, or inability to use, the A2E Website or Services, and any information you submit, post, transmit, or make available via the A2E Website or Services; failure to safeguard your passwords or other account information; violation of these Terms of Use, the A2E Website Privacy Policy, or any other policy referenced in these Terms of Use, any applicable law or regulation, or the rights of any third party; and any taxes that you may be responsible for under these Terms of Use.
VIII. APPLICABLE LAW
Any dispute arising out of your use of the A2E Website shall be resolved according to the laws of the State of Delaware, United States of America, without giving effect to its principles of conflicts of laws. The federal and state courts of the State of Delaware shall have exclusive jurisdiction over all claims.
IX. SUSPENSION AND TERMINATION
1. Suspension or Termination by A2E
A2E may suspend or terminate your access to all or any part of the A2E Website and/or the Services at any time and for any reason, including, without limitation, for any violation of these Terms of Use. In the event of termination, you are no longer authorized to access or use the A2E Website or Services that are subject to such termination, and you shall have no recourse and A2E shall have no liability as a result of any such suspension or termination. All provisions of these Terms of Use relating to warranties, indemnities, confidentiality obligations, proprietary rights, disclaimers, and limitation of liability shall remain effective despite such termination.
A2E reserves the right to modify, terminate and suspend the operation of the A2E Website and Services (or any portion thereof) without notice or liability, at any time and for any or no reason in its sole and absolute discretion.
2. Cancellation of Account by You
You may choose to cancel your account at any time by contacting A2E via the contact information below. If you cancel your account, your information that was collected via the A2E Website may be deleted, however you will no longer be permitted to access or use the Services.
Notices should be sent to:
Air to Earth LLC
60 East 42nd Street – Suite 4600
New York, NY 10165
X. ASSIGNMENT
We are entitled, without obtaining your consent, to assign or delegate to one or more of our affiliates or a third party, our rights and obligations under these Terms of Use, in whole or in part. You will not assign or delegate to any third party any of your rights or obligations under these Terms of Use, without obtaining our prior written consent, which we may withhold in our sole discretion. Any assignment or delegation made in derogation of this Section XI shall be void and of no effect.
XI. CONTACT US
Any questions regarding these Terms of Use should be directed to the above email address or mailing address.