Terms of Service
Last revised on July 21st, 2020
IMPORTANT – CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS AIRDECK SERVICES TERMS OF SERVICE (THIS “AGREEMENT”) WHICH GOVERN THE USE OF THE AIRDECK SERVICES (“AIRDECK SERVICES”) MADE AVAILABLE THROUGH THE AIRDECK PROPRIETARY ONLINE SOFTWARE PLATFORM (THE “PLATFORM”). BY CREATING AN ACCOUNT TO USE AIRDECK SERVICES, OR BY CLICKING “I ACCEPT,” “CREATE”, OR PROCEEDING WITH THE USE OF THE AIRDECK SERVICES OR PLATFORM, YOU AS AN AUTHORIZED REPRESENTATIVE OF YOUR COMPANY ON WHOSE BEHALF YOU USE THE AIRDECK SERVICES (“YOU” OR “YOUR”) ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD AND ACCEPT THIS AGREEMENT WITH AIRDECK, LLC. (“AIRDECK,” “WE,” “US,” OR “OUR”), AND THAT YOU AGREE TO BE BOUND BY ITS TERMS.
PLEASE BE ADVISED THAT AIRDECK DOES NOT PROVIDE WARRANTIES FOR THE AIRDECK SERVICES AND PLATFORM AND THIS AGREEMENT LIMITS OUR LIABILITY TO YOU. PLEASE SEE SECTIONS 8 AND 9 FOR FURTHER INFORMATION.
IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE THE AIRDECK SERVICES OR PLATFORM. THE EFFECTIVE DATE OF THIS AGREEMENT SHALL BE THE DATE THAT YOU ACCEPT THIS AGREEMENT.
1. AIRDECK SERVICES.
(a) License. Subject to Your compliance with the terms and conditions of this Agreement, including payment of all applicable fees, AirDeck grants You a personal, nonsublicensable, nonexclusive, nontransferable, limited license, solely during the Subscription Term (defined in Section 3(a) below) or Trial Period (as defined in and subject to Section 2(b) below), as applicable, and subject to the usage scope and level of Your Subscription Plan (defined in Section 3(a) below) and/or or any restrictions specified by AirDeck: (i) to access and use the AirDeck Services, over the internet, using the Platform, over the internet; in the case set forth in clause (i) above, solely for Your internal business purposes and in accordance with the terms of this Agreement. You will comply with all laws, rules, and regulations applicable to the use of the AirDeck Services.
(b) Trial Version. Notwithstanding Section 1(a), if You have obtained the AirDeck Services on a trial basis (the “Trial Version”), You understand and agree that the license set forth in Section 1(a) is granted to You by AirDeck for a period of fourteen (14) days, unless AirDeck has otherwise expressly authorized and agreed to in writing an extended trial period (the “Trial Period”) solely for Your own internal evaluation purposes, and subject to any and all technical limitations implemented by AirDeck in the Trial Version. You acknowledge and agree that if You have not purchased a Subscription Plan prior to the expiration of the Trial Period, this Agreement will automatically terminate (without the requirement of providing any termination notice) and the Trial Version may cease functioning. YOU ACKNOWLEDGE AND AGREE THAT THE TRIAL VERSION IS PROVIDED “AS-IS’ AND WITHOUT ANY WARRANTY WHATSOEVER OR ANY SUPPORT OR OTHER SERVICES (INCLUDING ANY UPDATES OR UPGRADES).
(c) Restrictions on use of the AirDeck Services. You may not: (i) modify, alter, tamper with, repair, or otherwise create derivative works of the AirDeck Services, Platform, and/or Application; (ii) reverse engineer, disassemble, or decompile the AirDeck Services or Platform or apply any other process or procedure to derive the source code of any software included in, or any underlying technology of, the AirDeck Services, Platform and/or Application; (iii) resell or sublicense the AirDeck Services or Platform without explicit permission; (iv) attempt to disable or circumvent any security mechanisms used by the AirDeck Services or Platform (including, without limitation, any time-control disabling functionality or other mechanisms in the Trial Version); (v) use the AirDeck Services or Platform to perform a malicious activity; or (vi) upload or otherwise process any infringing or malicious content to or through the AirDeck Services or Platform. The AirDeck Platform may have storage and other limitations.
2. REGISTRATION AND YOUR ACCOUNT.
To register to use the AirDeck Services You must provide AirDeck with the information requested in the registration process. You are responsible for all activities that occur under Your account and AirDeck and AirDeck’s affiliates are not responsible for unauthorized access to Your account. You will contact AirDeck immediately if You believe an unauthorized third party may be using Your account or if Your account information is lost or stolen. You will provide complete and accurate information during the registration process and will update it to ensure it remains accurate.
3. SUBSCRIPTION PLANS; FEES & PAYMENT TERMS
(a)Subscription plans. AirDeck will provide you access to the AirDeck Services in accordance with the subscription plan purchased by You from AirDeck (the “Subscription Plan”). Each Subscription Plan shall begin on the date You purchased the Subscription Plan and continue for the applicable subscription period (e.g., monthly or annually) selected by You for such Subscription Plan (the “Subscription Term”). For more information regarding our Subscription Plans, including pricing, please see our Pricing Page.
(b) Fees. Except as otherwise set forth in this Agreement, the fees payable for your Subscription Plan will remain fixed during the Subscription Term unless you (i)upgrade Your Subscription Plan, and/or (ii) subscribe to additional features or products. In the event a price change applies to you, you will be charged at the start of the next billing cycle for such additional fees. For the avoidance of doubt, You acknowledge and agree that any downgrade to Your Subscription Plan shall not take effect until the next renewal date of the applicable Subscription Term, regardless of Your billing cycle for such Subscription Plan (i.e. for monthly Subscription Plans, prior to the start of the next month, and for annual Subscription Plans, prior to the start of the next year). Subscription Plans shall renew at AirDeck’s then-current pricing for such Subscription Plan.
(c)Payment Terms. All fees are due and payable in advance, unless otherwise expressly and mutually agreed to by You and AirDeck in writing. When You purchase and/or upgrade to a paid Subscription Plan, You expressly agree that AirDeck is permitted to bill you the applicable fees, any applicable tax and any other charges you may incur with AirDeck in connection with such Subscription Plan, and You hereby authorize AirDeck to charge the fees to the credit card You provide in accordance with the billing terms in effect at the time a fee or charge is due and payable. All fees are non-refundable and non-cancellable. If payment is not received or cannot be charged to You for any reason in advance, AirDeck reserves the right to suspend or terminate your access to the AirDeck Services, downgrade your Subscription Plan and/or terminate this Agreement.
(d)Taxes. The fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”), and You will be responsible for payment of all such taxes (other than taxes based on AirDeck’s income), and any related penalties and interest, arising from the payment of the fees, the delivery of the AirDeck Services, or performance of any services by AirDeck hereunder.
4. INTELLECTUAL PROPERTY RIGHTS AND OWNERSHIP.
(a) Rights. This Agreement does not transfer any right, title or interest in any intellectual property right to the other, except as expressly set forth in this Agreement. AirDeck owns all rights, title and interest in and to the AirDeck Services and Platform, and any and all modifications, enhancements and updates thereto. There are no implied rights. AirDeck reserves all rights not expressly granted herein. If You provide AirDeck with feedback on Your use of the AirDeck Services, the Platform and/or Application or if AirDeck receives any information reported automatically through the use of the AirDeck Services, Platform and/or Application, You give AirDeck all rights in the feedback and AirDeck may use Your feedback without obligation to You.
(b) Your Content. You represent and warrant to AirDeck that: (a) You or Your licensors own all right, title, and interest in and to Your Content (defined in Section 5 below); (b) You have all rights in Your Content necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content violates this Agreement, any applicable law or any third party’s intellectual property or other right. You consent to AirDeck’s use of Your Content to provide the AirDeck Services to You. AirDeck may disclose Your Content to provide the AirDeck Services to You or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
4. YOUR CONTENT.
5. TERM; TERMINATION
(a) Term; Termination. The term of this Agreement commences when You accept this Agreement (such as by creating an account) and will remain in effect as long as you continue to access or use the AirDeck Services, or until terminated in accordance with this Agreement (whichever is sooner). You may terminate this Agreement at any time by cancelling Your account. AirDeck may also terminate Your account and this Agreement, or suspend Your account, immediately if (i) AirDeck changes the way AirDeck provides or discontinues the AirDeck Services; (ii) Your account was suspended under Section 7 of this Agreement and You have not remediated the reason for the suspension; or (iii) AirDeck determines that: (1) Your use of the AirDeck Services poses a security risk to the AirDeck Services or any third party; (2) Your use of the AirDeck Services may adversely impact the AirDeck Services; (3) Your use of the AirDeck Services may subject AirDeck, AirDeck’s affiliates, or any third party to liability; (4) Your use of the AirDeck Services may be fraudulent; or (5) You are in breach of this Agreement.
(b) Effect of Termination. Upon termination of this Agreement (i) all Your rights under this Agreement immediately terminate and You must cease using the AirDeck Services and Platform, (ii) all fees for the remainder of Your Subscription Plan as of the effective date of termination shall immediately become due and payable, and (iii) You are solely responsible for deleting or retrieving Your Content from the AirDeck Services prior to termination for any reason. If AirDeck terminates Your account or this Agreement, AirDeck will provide You with a reasonable opportunity to retrieve Your presentation data from the AirDeck Services, if You so request. Such a request must be sent by email to AirDeck within seven (7) days after You receive notice regarding the termination. In any event, Your presentation data will be deleted from the AirDeck Services no earlier than fourteen (14) days after the termination notice regarding Your account has been sent to You. The following Sections shall survive any termination or expiration of this Agreement: 2(c), 3, 4, 5, 6(b), 8, 9, 10, 11, 12 and 13.
(c) Changes to the services. You understand and agree that AirDeck may change, suspend or discontinue any part of the AirDeck Services and the AirDeck Services as a whole. AirDeck will notify You of any material change to or discontinuation of the AirDeck Services by email or via AirDeck’s website.
Without limiting other available remedies included in this Agreement or otherwise, AirDeck may suspend Your access to the AirDeck Services if You are in non-compliance with this Agreement.
8. WARRANTY DISCLAIMER.
You should regularly back up Your Content while using the AirDeck Services. AIRDECK PROVIDES THE AIRDECK SERVICES ON AN “AS IS” BASIS. AIRDECK DOES NOT MAKE ANY WARRANTIES REGARDING THE PERFORMANCE OF THE AIRDECK SERVICES OR UPTIME OF THE AIRDECK SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND AIRDECK EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. AIRDECK HAS NO RESPONSIBILITY FOR LOSS OF DATA OR INABILITY TO USE THE AIRDECK SERVICES FOR ANY REASONS, INCLUDING, WITHOUT LIMITATION, IF DUE TO THE ACTS OR OMISSIONS OF ITS THIRD PARTY HOSTING PROVIDERS.
You agree that AirDeck is not obligated to provide You with any maintenance and support on the use of the AirDeck Services. However, AirDeck may access Your account for the purpose of debugging and updating the AirDeck Services.
You acknowledge and agree that (a) You are solely responsible for Your Content (including, without limitation, the slides that You create) and determining who will receive access or copies to Your Content and any such slides, and (b) AirDeck will have no responsibility or liability of any kind under this Agreement, arising or resulting from: (i) problems caused by failed Internet connections or other hardware, software or equipment which is not owned, controlled or operated by AirDeck; (ii) nonconformities resulting from Your or any third party’s misuse, abuse, negligence, or improper or unauthorized use of all or any part of the AirDeck Services; (iii) modification, amendment, revision, or change to the AirDeck Services by any person other than AirDeck; or (iv) any other factor outside of AirDeck’s reasonable control.
9. LIMITATION OF LIABILITY.
NEITHER AIRDECK, ITS AFFILIATES OR THEIR LICENSORS ARE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, OR DAMAGES FOR ANY LOST PROFITS, LOST SAVINGS, OR ARISING FROM LOSS OF USE, CONTENT OR DATA OR ANY ACTUAL OR ANTICIPATED DAMAGES, REGARDLESS OF THE LEGAL THEORY ON WHICH SUCH DAMAGES MAY BE BASED, AND EVEN IF AIRDECK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. AIRDECK’S AND AIRDECK’S AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY FOR ANY PERMITTED DIRECT DAMAGES UNDER THIS AGREEMENT WILL BE LIMITED TO (A) THE AMOUNT OF FEES PAID OR PAYABLE BY YOU TO AIRDECK HEREUNDER WITH RESPECT TO THE AIRDECK SERVICES PURCHASED BY YOU GIVING RISE TO THE CLAIM OR LIABILITY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM OR LIABILITY, OR (B) TWO HUNDRED DOLLARS IF YOU HAVE PAID NO FEES TO AIRDECK.
SECTION 9 ON LIMITATION OF LIABILITY AND SECTION 8 ABOVE ON WARRANTY DISCLAIMER FAIRLY ALLOCATE THE RISKS IN THIS AGREEMENT. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES AND THAT THE LIMITATIONS SPECIFIED IN THIS SECTION 9 SHALL APPLY NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR ANY LIMITED REMEDY HEREUNDER.
10. JURISDICTIONAL APPLICATION OF LIMITATIONS AND DISCLAIMERS
Some jurisdictions may not allow the exclusion and/or limitation of implied warranties or conditions, or allow limitations on how long an implied warranty lasts, or exclusions and/or limitations on incidental, special, consequential, or other damages, so the limitations and/or exclusions set forth in Section 8 and 9 above may not apply to You. In such an event, AirDeck’s warranties and conditions, and liability for such damages, with respect to the AirDeck Services will be limited to the greatest extent permitted by applicable law in such jurisdiction.
You will defend, indemnify, and hold harmless AirDeck, AirDeck’s 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 legal fees) arising out of or relating to any third party claim concerning: (a) Your use of the AirDeck Services (including any activities under Your account and use by Your employees and personnel); (b) breach of this Agreement or violation of applicable law by You; or (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content. AirDeck will promptly notify You of any claim subject to this Section, but AirDeck’s failure to promptly notify You will only affect Your obligations to the extent that AirDeck’s failure prejudices Your ability to defend the claim. You may: (i) use counsel of Your own choosing (subject to AirDeck’s written consent) to defend against any claim; and (ii) settle the claim as You deem appropriate, provided that You obtain AirDeck’s prior written consent before entering into any settlement.
12. GOVERNMENT LICENSES.
The AirDeck Services licensed to You under this Agreement is “commercial computer software” as that term is described in DFAR 252.227-7014(a)(1). If acquired by or on behalf of a civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 12.212 (Computer Software) and 12.11 (Technical Data) of the Federal Acquisition Regulations (“FAR”) and its successors. If acquired by or on behalf of any agency within the Department of Defense (“DOD”), the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in 48 C.F.R. 227.7202 of the DOD FAR Supplement and its successors.
(a) Miscellaneous. AirDeck 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. This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement. You will not assign this Agreement, or delegate or sublicense any of Your rights under this Agreement, without AirDeck’s prior written consent. AirDeck’s failure to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit AirDeck’s right to enforce such provision at a later time. 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.
(b) Entire Agreement. This Agreement is the entire agreement between You and AirDeck regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between You and AirDeck, whether written or verbal, regarding the subject matter of this Agreement.
(c) Notice. All communications and notices to be made or given pursuant to this Agreement must be in English. AirDeck may provide any notice to You under this Agreement by posting a notice in the AirDeck Services or sending a message to the email address associated with Your account. You will be deemed to have received any email sent to the email address then associated with Your account when AirDeck sends the email, whether or not You actually receive the email. To give AirDeck notice under this Agreement, You must (1) email AirDeck at email@example.com. By using the AirDeck Services, you consent to receiving electronic communications from AirDeck and you agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
(d) Choice of Law; Jurisdiction. The laws of Wisconsin govern this Agreement and any dispute of any sort that might arise between You and AirDeck without reference to any applicable conflict of laws rules. You consent to exclusive jurisdiction and venue of Dane County, Wisconsin courts. AirDeck may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of AirDeck’s, AirDeck’s 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.
(e) Force Majeure. AirDeck is not liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond AirDeck’s reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
(f) Amendments. AirDeck may amend this Agreement at any time by posting a revised version on the site or by otherwise notifying You by email. The amended Agreement becomes effective as stated in AirDeck’s email notice message. By continuing to use the AirDeck Services after the effective date of any amendment to this Agreement, You agree to be bound by the amended Agreement. AirDeck last amended this Agreement on the date listed at the beginning of this Agreement.
(g) European Union Users. If you are located in the European Union, you may request a Data Processing Addendum (“DPA”) from us by contacting AirDeck at firstname.lastname@example.org.
(h) Export. You acknowledge that the laws and regulations of the United States of America and foreign jurisdictions may restrict the export and re-export of certain commodities and technical data of United States of America origin, including the AirDeck Services. You agree that You will not export or re-export the AirDeck Services without the appropriate United States or foreign government licenses or permits.