Skylift Aviation GmbH Training Agreement Terms and Conditions (AGBs)
This Skylift Aviation GmbH Training Agreement (this “Agreement”) contains the terms and conditions that govern your participation in any Skylift Aviation GmbH Training Course (as defined below) and your access to and use of Skylift Aviation GmbH Training Materials (as defined below) and is an agreement between Skylift Aviation GmbH. (“Skylift Aviation,” “we,” “us,” or “our”) and you (“you”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or, if earlier, when you register for a Course and transfer the respective payment amount (the “Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor, you are not subject to any agreements prohibiting your participation, etc.). Please see Section 10 for definitions of certain capitalized terms used in this Agreement.
1. Skylift Aviation GmbH Training Courses.
We make Training Courses, Training Materials and a training platform available on the Skylift Aviation Training Site (Web Site). We may add, remove, or change any of the Courses or Training Materials at any time without notice. Private or onsite Courses may be added by us by mutual agreement of the parties. Skylift Aviation Training Courses may be provided by Skylift Aviation GmbH or our affiliates, contractors or agents. Single License Training Courses are available 90 days after activation. The trainings platform is available 365 days. Courses purchased on the platform are available maximal 250 days. These Courses will expire automatically with the expiry date of the platform.
We require you to pay fees to participate in a Course (“Fees”). Such Fees are described on the Skylift Aviation Web Site, and we may change the Fees from time to time in our sole discretion by posting them on the Skylift Aviation Training Site. Fees do not include any taxes, travel, or other expenses you may incur in connection with a Course. By registering for a Course, you agree to pay all required Fees in connection with such Course in accordance with the requirements set forth on the Skylift Aviation Web Site/Training Site. All Fees are in Euro. You are responsible for any exchange rate fluctuations.
1.3 Cancellation; Refunds.
We may cancel any scheduled Course at any time by providing you with notice of such cancellation. If we cancel a Course for which you have already paid and have not received a certificate, we will refund the amount you paid for such Course. If you cancel your registration for a Course or do not participate in any Course for which you have registered, the fees for such Course will be nonrefundable except as set forth on the Skylift Aviation Training Site. We may change the cancellation and refund policy applicable to cancellations by you, from time to time in our sole discretion, by posting such changes on the Skylift Aviation Training Site.
Each party will be responsible, as required under applicable law, for identifying and paying all taxes and other governmental fees and charges (and any penalties, interest, and other additions thereto) that are imposed on that party upon or with respect to the transactions and payments under this Agreement. All fees payable by you are exclusive of applicable taxes and duties, including, without limitation, excise taxes, sales and transaction taxes, and gross receipts taxes (“Indirect Taxes”). Skylift Aviation GmbH will charge VAT as governed by the State Tax Authorities. You will provide information to Skylift Aviation as reasonably required to determine whether Skylift Aviation is obligated to waive the VAT for you (Reverse Charge). Skylift Aviation will not collect, and you will not pay, any such tax or duty for which you furnish Skylift Aviation a properly completed exemption certificate or a direct payment permit certificate or for which Skylift Aviation may claim an available exemption from tax. All payments made by you to Skylift Aviation under this Agreement will be made free and clear of any withholding or deduction for taxes. If any such taxes (for example, international withholding taxes) are required to be withheld on any payment, you will pay such additional amounts as are necessary so that the net amount received by Skylift Aviation is equal to the amount then due and payable under this Agreement.
2. License to Skylift Aviation GmbH Training Materials.
As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Skylift Aviation GmbH Training Materials. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license during the Term to access and use the Skylift Aviation GmbH Training Materials solely in accordance with this Agreement. Except as provided in this Section 2, you obtain no rights under this Agreement from us or our licensors to the Skylift Aviation GmbH Training Materials, including any related intellectual property rights. Some Skylift Aviation GmbH Training Materials may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to those Skylift Aviation Training Materials.
2.2 License Restrictions.
You may not use the Skylift Aviation Training Materials in any manner or for any purpose other than as expressly permitted by this Agreement. For example, but without limitation, you may not, or may not attempt to (a) modify, alter, tamper with, repair, or otherwise create derivative works of any Skylift Aviation Training Materials (except to the extent software included in the Skylift Aviation Training Materials are provided to you under a separate license that expressly permits the creation of derivative works), (b) reproduce or redistribute any Skylift Aviation Training Materials; (c) use the Skylift Aviation Training Materials for commercial purposes; or (d) resell or sublicense the Skylift Aviation Training Materials. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement.
You agree that if for any reason we believe that you have violated the terms of this Agreement, including without limitation this Section 2, we may in our sole discretion (and without the refund of any training fees) terminate your rights under this Agreement and/or otherwise prohibit you from participating in the Training.
4. Term and Termination.
The term of this Agreement will begin on the Effective Date, and will continue until terminated by you or us in accordance with Section 4.2.
(a) Termination for Convenience. You may terminate this Agreement for any reason by providing us notice. Refunds are not available. We may terminate this Agreement for any reason by providing you 30 days advance notice.
(b) Termination for Cause.
(i) By Either Party. Either party may terminate this Agreement for cause upon 30 days advance notice to the other party if there is any material default or breach of this Agreement by the other party, unless the defaulting party has cured the material default or breach within the 30 day notice period.
4.3 Effect of Termination.
Upon any termination of this Agreement, all your rights under this Agreement immediately terminate. Sections 2.2, 3, 4.3, 5, 6, 7, 9 and 10 will continue to apply in accordance with their terms.
Skylift Aviation is a provider of training courses only, the courses and training material has to be approved for by your respective competent Aviation Authority. You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your participation in the Skylift Aviation GmbH Training; (b) your use of any Skylift Aviation GmbH Training Courses or Skylift Aviation GmbH Training Materials in a manner not authorized by or consistent with this Agreement; (c) any representations, warranties, or guarantees you make to third parties with respect to Skylift Aviation GmbH or the specifications, features, or capabilities of any of the Services; (d) any misrepresentation or embellishment by you of your relationship with Skylift Aviation GmbH; (e) your breach of this Agreement or violation of applicable law; or (f) a dispute between you and any third party. We may assume control of the defense and settlement of the claim at any time.
THIS TRAINING, INCLUDING BUT NOT LIMITED TO THE SKYLIFT AVIATION GMBH TRAINING COURSEES AND SKYLIFT AVIATION GMBH TRAINING MATERIALS, IS PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE TRAINING, THE SKYLIFT AVIATION GMBH TRAINING COURSEES, SKYLIFT AVIATION GMBH TRAINING MATERIALS, OR THIS AGREEMENT. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE.
7. Limitations of Liability.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY:
(i) LOSS OF PROFITS;
(ii) LOSS OF BUSINESS;
(iii) LOSS OF ANTICIPATED SAVINGS;
(iv) DEPLETION OF GOODWILL AND SIMILAR LOSSES;
(v) INVESTMENTS, EXPENDITURES OR COMMITMENTS RELATED TO THE TRAINING; OR
(vi) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PURE ECONOMIC LOSS, COSTS, DAMAGES, EXPENSES OR EXEMPLARY DAMAGES, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES, LICENSORS OR CERTIFICATION EXAM PROVIDERS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (X) YOUR INABILITY TO PARTICIPATE IN AN SKYLIFT AVIATION GMBH TRAINING COURSE, INCLUDING AS A RESULT OF ANY (1) TERMINATION OR SUSPENSION OF THIS AGREEMENT, OR (2) OUR DISCONTINUATION OF THE TRAINING, ANY SKYLIFT AVIATION GMBH TRAINING COURSE OR ANY SKYLIFT AVIATION GMBH TRAINING MATERIAL; OR (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE TRAINING.
(b) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF US, OUR AFFILIATES AND OUR LICENSORS IN CONNECTION WITH THIS AGREEMENT WILL BE LIMITED TO, AT OUR OPTION, (A) REDELIVERY OF THE COURSE(ES) THAT GAVE RISE TO THE CLAIM; OR (B) A REFUND OF THE FEES YOU ACTUALLY PAID TO US UNDER THIS AGREEMENT FOR EACH COURSE TO WHICH SUCH CLAIM RELATES.
We may from time to time change this Agreement or any Policies, or change or discontinue the Training as a whole, or any aspect of it. We will notify you of changes by posting them on the Skylift Aviation Training Site or by otherwise notifying you in accordance with Section 9.4. You are responsible for checking the Skylift Aviation Training Site regularly for changes. Changes will be effective as of the date such changes are posted or, if we notify you by email, as stated in the email message. By continuing to participate in the Training, you agree to comply with the most current version of this Agreement, the Policies and all additional requirements specified on the Skylift Aviation Training Site. The current Training requirements and the current version of this Agreement may be found on the Skylift Aviation Training Site. It is your responsibility to check the Skylift Aviation Training Site regularly for modifications to the Training or this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement.
You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement.
9.2 Independent Contractors; Non-Exclusive Rights.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party's products or services.
9.3 No Third Party Beneficiaries.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the Skylift Aviation Training Site; or (ii) sending a message to the email address we have on file for you. Notices we provide by posting on the Skylift Aviation Training Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact Skylift Aviation as follows: (i) by email to email@example.com; or (ii) by personal delivery, overnight courier or registered or certified mail to Skylift Aviation GmbH, Guglgasse 6/2/6/10, 1110 Vienna. We may update the email address or address for notices to us by posting a notice on the Skylift Aviation Site. Notices provided by personal delivery will be effective immediately. Notices provided by email transmission or overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English or German language.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent. Any assignment or transfer in violation of this Section 9.5 will be void. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
9.6 No Waivers.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
9.8 Governing Law; Venue.
The laws of the State of Austria, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to any Skylift Aviation GmbH Training Course, Skylift Aviation GmbH Training Material or this Agreement be adjudicated in Vienna, Austria. You consent to exclusive jurisdiction and venue in those courts. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
9.9 Entire Agreement; English Language.
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
“Skylift Aviation GmbH Site” means http://Skylift-Aviation.net and any successor or related site designed by us.
“Skylift Aviation GmbH Training” or “Skylift Aviation GmbH training courses” means the training pursuant to which we make available certain Skylift Aviation GmbH Training.
“Skylift Aviation GmbH Training Course” or “Course” means a Course that we may make available to you from time to time via registration on the Skylift Aviation GmbH Training Site. Courses may include in-person or web-based or similar virtual programs. Courses do not include any training or instruction made available by Skylift Aviation GmbH (a) to you other than via registration on the “Skylift Aviation GmbH Training Materials” or (b) to businesses, which will, in each case, be subject to the terms of a separate agreement.
“Skylift Aviation GmbH Training Site” means http://Skylift-Aviation.net and any successor or related site designated by us.
“Policies” means all policies and restrictions described on the Skylift Aviation GmbH Training Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced on the Skylift Aviation GmbH Training Site.
“Service” means each of the web services made available by us or our affiliates, including those web services described in the Service Terms.“Service Terms” means the rights and restrictions for particular Services located at http://Skylift-Aviation.net, as they may be updated by Skylift Aviation GmbH from time to time, and as may be made available on any successor or related site designated by Skylift Aviation GmbH.