TERMS AND CONDITIONS OF SERVICE
- These terms and conditions of service (these “Terms“) are the only terms that govern the provision of services by MissionGO, Inc. (“MissionGO“).
- The accompanying order confirmation (the “Quote“) and these Terms comprise the entire agreement between MissionGO and the customer named in the Quote (the “Customer”), and supersede all other understandings between them, both written and oral. In the event of any conflict between these Terms and the Quote, these Terms shall govern.
- These Terms prevail over any of Customer’s general terms and conditions regardless whether or when Customer has submitted its request for proposal, order, or such terms. Provision of services to Customer does not constitute acceptance of any of Customer’s terms and conditions and does not serve to modify or amend these Terms.
2. Services. MissionGO shall provide the services to Customer as described in the Quote (the “Services“) in accordance with these Terms.
- If MissionGO’s instructors will fly any of Customer’s aircraft as part of the Services, Customer shall indemnify and hold MissionGO against any damage caused to such aircraft as a result of such Services, and shall provide MissionGO with a certificate of insurance naming MissionGO as an additional insured with respect to any such damage occurring during its flight of such aircraft.
- If a training webinar is provided as part of the Services, it will be provided only once. Make-up sessions will not be provided unless otherwise agreed by MissionGO in the form of a change order.
3. Performance Dates. MissionGO shall use reasonable efforts to meet any performance dates agreed by the parties, and any such dates shall be estimates only.
4. Customer’s Obligations. Customer shall:
- cooperate with MissionGO in all matters relating to the Services and provide such access to Customer’s premises, and such office accommodation and other facilities as may reasonably be requested by MissionGO, for the purposes of performing the Services;
- respond promptly to any MissionGO request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for MissionGO to perform Services in accordance with their requirements;
- provide such Customer materials or information as MissionGO may request to carry out the Services in a timely manner and ensure that such Customer materials or information are complete and accurate in all material respects; and
- obtain and maintain all necessary licenses and consents and comply with all applicable laws in relation to the Services before the date on which the Services are to start.
5. Customer’s Acts or Omissions. If MissionGO’s performance of its obligations is prevented or delayed by any act or omission of Customer or its agents, subcontractors, consultants, or employees, MissionGO shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay.
6. Change Orders.
- If either party wishes to change the scope or performance of the Services, it shall submit details of the requested change to the other party in writing. MissionGO shall, within a reasonable time after such request, provide a written estimate to Customer of:
- the likely time required to implement the change;
- any necessary variations to the fees and other charges for the Services arising from the change;
- the likely effect of the change on the Services; and
- any other impact the change might have on the performance of the Services.
- Promptly after receipt of the written estimate, the parties shall negotiate and agree in writing on the terms of such change (a “Change Order“). Neither party shall be bound by any Change Order unless mutually agreed upon in writing in accordance with Section 25.
- Notwithstanding Section 6(a) and Section 6(b), MissionGO may, from time to time change the Services without the consent of Customer provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Quote.
7. Fees and Expenses; Payment Terms; Interest on Late Payments.
- In consideration of the provision of the Services by MissionGO, the customer shall pay the fees set forth in the Quote.
- Customer shall pay all invoiced amounts due to MissionGO within 30 days from the date of MissionGO’s invoice. Customer shall make all payments hereunder in US dollars.
- In the event payments are not received by MissionGO within ten days after becoming due, MissionGO may:
- charge interest on any such unpaid amounts at a rate of 1% per month or, if lower, the maximum amount permitted under applicable law, from the date such payment was due until the date paid; and
- suspend performance for all Services until payment has been made in full.
- MissionGO reserves the right to charge Customer for services rendered, products provided prior to the cancellation, and a cancellation fee of Five Hundred Dollars ($500.00) in the event that Customer cancels the Services after the Quote has been executed. MissionGO shall not be required to perform any Services if Customer has not met its obligations under Section 4 within nine months from the date of the Quote.
8. Taxes. Customer shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state, or local governmental entity on any amounts payable by Customer hereunder for MissionGO Services.
9. Intellectual Property. MissionGO shall retain any of its intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights incorporated into any Customer deliverables. MissionGO hereby grants Customer a license to use all intellectual property rights in the deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual basis, solely to the extent necessary to enable Customer to make reasonable use of the deliverables and the Services.
10. Confidential Information.
- All non-public, confidential or proprietary information of MissionGO, including, but not limited to, trade secrets, technology, information pertaining to business operations and strategies, and information pertaining to customers, pricing, and marketing (collectively, “Confidential Information“), disclosed by MissionGO to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential,” in connection with the provision of the Services is confidential, and shall not be disclosed or copied by Customer without the prior written consent of MissionGO. Confidential Information does not include information that is:
- in the public domain;
- known to Customer at the time of disclosure; or
- rightfully obtained by Customer on a non-confidential basis from a third party.
- Customer agrees to use the Confidential Information only to make use of the Services and Deliverables.
- MissionGO shall be entitled to injunctive relief for any violation of this Section.
11. Representation and Warranty.
- MissionGO represents and warrants to Customer that it shall perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations.
- MissionGO shall not be liable for a breach of the warranty set forth in Section 11(a) unless Customer gives written notice of the defective Services, reasonably described, to MissionGO within ten days of the time when Customer discovers or ought to have discovered that the Services were defective.
- Subject to Section 11(b), MissionGO shall, in its sole discretion, either:
- repair or re-perform such Services (or the defective part); or
- credit or refund the price of such Services at the pro rata contract rate.
- MissionGO shall not be responsible for any injuries caused to Customer personnel or property as a result of providing the Services, unless caused by the willful misconduct of MissionGO.
- THE REMEDIES SET FORTH IN SECTION 11(c) SHALL BE THE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY AND SERVICE PROVIDER’S ENTIRE LIABILITY FOR ANY BREACH OF THE LIMITED WARRANTY SET FORTH IN SECTION 11(a).
12. Disclaimer of Warranties. EXCEPT FOR THE WARRANTY SET FORTH IN SECTION 11(a)ABOVE, MISSIONGO MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE SERVICES, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; OR (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR (C) WARRANTY OF TITLE; OR (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
13. Limitation of Liability.
- IN NO EVENT SHALL MISSIONGO BE LIABLE TO CUSTOMER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE OR PROFIT, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT MISSIONGO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
- IN NO EVENT SHALL MISSIONGO’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AGGREGATE AMOUNTS PAID OR PAYABLE TO MISSIONGO PURSUANT TO THIS AGREEMENT.
14. Termination. In addition to any remedies that may be provided hereunder, MissionGO may terminate Services with immediate effect upon written notice to Customer, if Customer:
- fails to pay any amount when due hereunder and such failure continues for ten days after Customer’s receipt of written notice of nonpayment; or
- becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors.
15. Waiver. No waiver by MissionGO of any of the provisions herein is effective unless explicitly set forth in writing and signed by MissionGO. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising hereunder or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
16. Force Majeure. No party shall be liable or responsible to the other party, or be deemed to have defaulted under or breached its obligations, for any failure or delay in fulfilling or performing any Term (except for any obligations of Buyer to make payments to Seller hereunder), when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date hereof; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and (i) other events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten days of the Force Majeure Event to the other party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party’s failure or delay remains uncured for a period of 30 consecutive days following written notice given by it under this Section, the other party may thereafter terminate upon ten days’ written notice.
17. Assignment. Customer shall not assign any of its rights or delegate any of its obligations hereunder without the prior written consent of MissionGO. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations hereunder.
18. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained herein shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
19. No Third-Party Beneficiaries. These Terms and the Services are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of these Terms.
20. Governing Law. All matters arising out of or relating to these Terms are governed by and construed in accordance with the internal laws of the State of Maryland without giving effect to any choice or conflict of law provision or rule (whether of the State of Maryland or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Maryland.
21. Submission to Jurisdiction. Any legal suit, action, or proceeding arising out of or relating to these Terms shall be instituted in the federal courts of the United States of America or the courts of the State of Maryland in each case located in the City of Baltimore, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
22. Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) shall be in writing and addressed to the parties at the addresses set forth in the Quote or to such other address that may be designated by the receiving party in writing. All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile (with confirmation of transmission) or email or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided herein, a Notice is effective only (a) upon receipt of the receiving party, and (b) if the party giving the Notice has complied with the requirements of this Section.
23. Severability. If any of these Terms are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision hereof or invalidate or render unenforceable such term or provision in any other jurisdiction.
24. Survival. Provisions of these Terms, which by their nature should apply beyond their terms, will remain in force after any termination or expiration of Services including, but not limited to, the following provisions: Confidentiality and Survival.
25. Amendment and Modification. These Terms may only be amended or modified in a writing which specifically states that it amends these Terms and is signed by an authorized representative of each party.
26. Photo Authorization. Customer hereby permits MissionGO and its personnel to take photographs of Customer personnel and aircraft to use for promotional purposes only, such as on the MissionGO website (missiongo.io) or in product and service brochures.
LAST UPDATED MARCH 9, 2022