Acceptance of Terms
Welcome to the CharterX Industry XChange web Industry XChange (the "Industry XChange"). Please read the following Terms of Service (the "Terms") carefully. By using the Industry XChange, other than to read these Terms for the first time, you agree that your use of the Industry XChange will be governed by the Terms. CharterX Corp. ("CharterX") reserves the right to change these Terms from time to time. Please refer to this Industry XChange periodically for any changes.
Description of Industry XChange and License
The Industry XChange primarily provides air charter buyers and sellers with aircraft search tools and information. The data, text, images, and other contents of the Industry XChange (collectively, the "Contents") are protected by the copyright laws of the United States and other countries. CharterX grants you a license to view the Contents of the Industry XChange. This license does not include the right to screen scrape, reproduce, distribute, broadcast, modify, or otherwise commercially exploit any of the Contents, except that reproduction incidental to your use of the Industry XChange in accordance with these Terms is permitted. The license can be terminated by CharterX at any time with or without cause.
Modifications to Service
CharterX reserves the right at any time and from time to time to modify the Contents or discontinue providing access to the Industry XChange (or any part thereof), temporarily or permanently, with or without notice to you. You agree that CharterX will not be liable to you for any modification, suspension or discontinuance of the Industry XChange or the Contents.
Termination of Your Access
You agree that CharterX, in its sole discretion, may terminate your access to or use of the Industry XChange, for any reason, including, without limitation, our belief that you have violated or acted inconsistently with the letter or spirit of these Terms. You agree that any termination of your access to the Industry XChange under any provision of these Terms may occur without prior notice to you, and you also agree that CharterX will not be liable to you for any termination of your access to the Industry XChange.
Submissions
Any and all content, data, graphics, images and other information that you transmit to CharterX through its websites ("Submission") shall remain your sole and exclusive property, and you shall be solely responsible for your Submissions. By transmitting your Submissions to CharterX, you hereby grant CharterX and its successors a worldwide, perpetual, non-exclusive, irrevocable, royalty-free, sublicenseable (through multiple tiers) and transferable license (with a right to create derivative works) to use, copy, transmit or otherwise distribute, and display your Submissions for any legal purposes whatsoever now known or hereinafter becomes known. You also grant each user of CharterX’s websites and technology a non-exclusive license to access your Submission through the Website and to use, copy, transmit or otherwise distribute, and display your Submission as allowed by the Website and in accordance with these Terms of Service.
Any Submission you provide to CharterX will be deemed public information and not subject to any confidentiality obligation and CharterX shall have no obligation to maintain its confidentiality except to the extent the Submission contains personal identifiable information, in which case, CharterX’s Privacy Policy shall govern CharterX’s use of such information.
You also agree to maintain and promptly update your Submissions by means of the CharterX websites in order to keep that information true, accurate, current and complete.
You further represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize CharterX to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all Submissions to enable inclusion and use of the Submissions in the manner contemplated by this Agreement.
CharterX's Compliance With Copyright Law
CharterX will comply with all applicable laws respecting copyright. If you believe your copyright in a work has been infringed through the Industry XChange, please contact our agent for notice of claims of copyright violation: Copyright Agent, 520 SW Sixth Ave, Suite 914, Portalnd OR 97204; via e-mail at info@charterx.com; phone +1 (503) 282-5518; fax +1 (503) 295 5575. You must provide our agent with the following information in writing: (1) a description of the copyrighted work you believe has been infringed; (2) information sufficient to identify the location of the allegedly infringing material on CharterX; (3) your address, telephone number, and email address; (4) a statement to the effect that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (4) a declaration, under penalty of perjury, that the information you have provided is accurate and that you are the owner of the copyright involved or you are authorized to act on behalf of that owner; (5) your physical or electronic signature. Upon receiving your complaint, we may remove content that you believe infringes your copyright. In addition, we may take other action against the person or persons responsible for posting or transmitting the infringing material.
You Are Responsible for Your Equipment and Access Costs
You agree that you are solely responsible for obtaining and maintaining any and all equipment and services needed for your access to and use of the Industry XChange, and for all charges related thereto.
Restrictions on Your Use of the Industry XChange
CharterX will take action to prevent the misuse of the Industry XChange for any unlawful or objectionable purpose. Accordingly, you agree not to use the Industry XChange for any unlawful or objectionable purpose, including without limitation use of the Industry XChange to post, upload, or transmit any Content that is: (1) unlawful under the laws of any jurisdiction to which you or CharterX are subject; (2) harmful, threatening, harassing, defamatory, invasive of the privacy of another, or obscene (including without limitation any images or depictions of child abuse, child pornography, or minors engaged in sexual conduct or explicitly sexual situations); (3) insider information, or any other proprietary or confidential information; (4) an infringement of any patent, trademark, trade secret, copyright or other intellectual property right; (5) falsified, including without limitation the use of forged headers or otherwise manipulated identifiers in order to disguise its origin; (6) containing or transmitting software viruses or any other malicious computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software; (7) an advertisement or solicitation for any products or services. You agree to indemnify and hold harmless CharterX from any liability incurred as the result of your violation of these Terms, in accordance with the provisions of Section 0 of these Terms.
Privacy Policy
CharterX's Privacy Policy is described on the Privacy Policy page accessible through the Industry XChange. Please consult it to learn CharterX's current policies to protect the privacy of your information.
Disclaimer of Warranties and Limitation of Liability
YOU AGREE THAT THE INDUSTRY XCHANGE AND CONTENTS ARE PROVIDED TO YOU "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. CharterX does not warrant that the Industry XChange will be available at any given time, secure, or free of error. You use the Industry XChange at your own risk, and you assume the risk that any material downloaded by you from the Industry XChange may cause loss of data or damage to your computer system.
YOU UNDERSTAND AND AGREE THAT IN NO EVENT WILL CHARTERX BE LIABLE TO YOU FOR ANY DIRECT OR INDIRECT DAMAGES, EVEN IF CHARTERX IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION LOSS OF PROFITS OR FOR ANY OTHER SPECIAL, CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES, HOWEVER CAUSED, WHETHER BASED UPON CONTRACT, NEGLIGENCE, STRICT LIABILITY IN TORT, WARRANTY, OR ANY OTHER LEGAL THEORY.
Links to External Websites
The Industry XChange may contain links to other websites, whose terms of use and privacy policies will be different from ours. CharterX is not responsible for the contents, terms of use, or privacy policies of external websites.
Indemnification
You agree to indemnify, defend and hold harmless CharterX, and its officers, directors, employees, agents, licensors, and suppliers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of these Terms, or any negligent or wrongful activity related to the use of the Industry XChange, by you or any other person accessing the Industry XChange using your account.
Trademarks
CharterX, Industry XChange, XQuote, Daily Xchange, OneWay Desk are registered trademarks of CharterX Corporation, a Delaware corporation. All rights reserved. All other trademarks appearing on the Industry XChange are the property of their respective owners.
Choice of Law & Forum Selection
You agree that any claims under these Terms will be subject to the laws of the State of Delaware and of the United States of America, and you hereby consent to jurisdiction and venue in the courts of the State of Delaware. These Terms will be construed according to the laws of the State of Delaware.
No Third Party Beneficiaries
These Terms create no third party rights or obligations between CharterX and any other person. It is understood and agreed that the parties do not intend that any third party should be a beneficiary of these Terms.
Severability & Waiver
The invalidity of any term or provision of these Terms will not affect the validity of any other provision. Waiver by CharterX of strict performances of any provision of these Terms will not be a waiver of or prejudice CharterX's right to require strict performance of the same provision in the future or of any other provision of these Terms.
Entire Agreement
These Terms constitute the entire agreement between the parties, and there are no promises, terms, conditions, or obligations between the parties other than those contained in these Terms. Subject to CharterX's right to modify these Terms, no modification of these Terms will be valid unless in writing and signed by both parties.