These Airport One Terms of Service (“Agreement”) set forth the terms for your use of the Airport One Services and are effective as of the date you accept or otherwise agree to the terms the Order Form for Airport One Services (“Effective Date”). This Agreement is between Airport One and you or the organization on whose behalf you are accepting or otherwise agreeing to the terms of this Agreement as identified in the Order Form (“you”, “your”, “yours”, or “Customer”).
These Terms of Service are effective as of December 1, 2023. Airport One may amend this Agreement at any time upon notice to you. Any amendments or changes to this Agreement shall become effective immediately subject to Customer’s right to Terminate this Agreement and corresponding Order Form.
1. Definitions.
“Airport One Affiliate” means a third party that provides services or licenses software, API’s, information, or data to Airport One for use by Subscriber with the Airport One Solution.
“Airport One Data” means data collected by Airport One or an Airport One Affiliate, as well as data generated by the Airport One Solution, Airport One, an Airport One Affiliate or a third party such as Google Analytics or other third party, through a Subscriber’s and User’s access and use of the Airport One Solution.
“Airport One Solution” means collectively the hosted FlyMyAirport Software, the FlyMyAirport Portal, the Flight Search Widget and corresponding Documentation.
“Documentation” means written information and specifications pertaining to the use and operation of the Airport One Solution as may be amended from time to time by Airport One.
“FlyMyAirport Software” means the hosted templated search pages and software application.
“FlyMyAirport Portal” means the online login portal and performance dashboard made available to Subscriber.
“Flight Search Widget” means the widget made available to Subscriber for placement on Subscriber’s website and third-party websites approved by Airport One.
“FlyMyAirport Domain” means the custom subdomain and content located at fma.[subscriber airport].com, and/or flymyairport.[subscriber airport].com developed and owned by Airport One.
“Set-up Fee” means the set-up fee charged by Airport One to develop a templated solution and a search widget for use by Subscriber.
“Subscriber Content” means trademarks, logos, and other content for use by Airport One and Airport One Affiliates in connection with the Airport One Solution.
“Subscriber Data” means Subscriber’s identifiable business information, including, but not limited to contact information, address, billing information, brand assets, social profile links, CName access, and W9 information entered into the Airport One Solution by a Subscriber.
“Subscription Fee” means the quarterly fee charged by Airport One to access and use the Airport One Solution.
“Term” means the period of time set forth in Section 4 below.
“Updates” means modified versions, updates, additions, bug fixes, patches and modifications made to the Airport One Solution by Airport One or an Airport One Affiliate.
“Use” or “Using” means to access, input, download, copy, install or otherwise benefit from using the functionality of the Airport One Solution and/or Airport One Data.
“User” means a consumer (leisure or business traveler who is looking for a flight, package, hotel, or car) who visits Subscriber’s website and uses FlyMyAirport features and/or Flight Search Widget.
2. Licenses.
(a) License to Airport One Solution. Upon payment of the Subscription Fee and Set-up Fee identified in the Order Form, Airport One grants to Subscriber a limited, non-exclusive license to Use the Airport One Solution and Airport One Data during the Term for Subscriber’s own internal business purposes in accordance with this Agreement and the Documentation. During the Term, a Subscriber may place the Flight Search Widget on Subscriber’s main website and on approved third-party websites. To obtain approval, Subscriber shall notify Airport One of each third party that Subscriber desires to use the Flight Search Widget by contacting Airport One at support@airportonellc.com. Airport One may revoke such approval to any such third party in accordance with the Documentation.
(b) License to Subscriber Content and Subscriber Data. During the Term, Subscriber hereby grants to Airport One a non-exclusive, royalty-free license, with the right to sublicense to Airport One Affiliates, any and all Subscriber Content and Subscriber Data solely for the purpose of providing the features and services of the Airport One Solution. Subscriber may view Subscriber Content and Subscriber Data through the FlyMyAirport Portal and may manage the Subscriber Content and Subscriber Data by contacting Airport One at support@airportonellc.com. Subscriber shall retain ownership of all rights, title and interest in and to Subscriber Content and Subscriber Data subject to the license granted herein.
Restrictions on Use. Subscriber shall use the Airport One Solution and Airport One Data for its own internal business purposes. Subscriber shall not attempt to circumvent the Airport One Solution by obtaining competing services from an Airport One Affiliate. Except as otherwise expressly set forth herein, Subscriber shall not: (a) process or permit to be processed in any manner the data or files of any third party through the Airport One Solution; (b) use the Airport One Solution in any manner as part of the operation of a service bureau; or (c) allow access to the Airport One Solution through any terminals or computers located outside of your location or using your login credentials which have been assigned to you. Except to the extent necessary to use the Airport One Solution in accordance with this Agreement, Subscriber shall not copy, store in any medium (including in the cloud), distribute, transmit, re-transmit, broadcast, modify, show in public, systematically extract, or commercially exploit all or any part of the Airport One Solution or Airport One Data without Airport One’s prior written consent. Subscriber shall not use, copy, alter, merge, adapt, modify, enhance, maintain, rent, lease or sublicense any Airport One Solution licensed hereunder, or any copy thereof, in whole or in part, except as expressly provided in this Agreement. Subscriber shall not: (d) reverse-engineer, decompile, disassemble or otherwise make any attempt to access the source code of the Airport One Solution licensed hereunder, in whole or in part – the license granted by this Agreement includes no rights in or to the source code version of the Airport One Solution; (e) modify, or create derivative works based upon any Airport One Solution licensed hereunder, in whole or in part; (f) except as expressly permitted by the terms of this Agreement, copy all or any part of the Airport One Solution.
4. Term. The Term of this Agreement shall commence upon the Subscription Start Date as defined in the Order Form and continue for a period of three (3) months unless terminated or renewed in accordance with this Agreement. The Term shall automatically renew unless Subscriber elects to cancel the Subscription by notifying Airport One of its intent to cancel not less than 30-days prior to the expiration of the then current Term. Such notifications must be sent to accounting@airportonellc.com.
5. Termination, Suspension and Effect of Termination.
(a) Satisfaction Guarantee; Subscriber’s Right to Termination. Subscriber may terminate this Agreement at any time upon written notice to Airport One.Such notifications must be sent to accounting@airportonellc.com. Upon termination, Subscriber will receive a full refund of any portion of their subscription that is unused (remaining days within the 3-month subscription/divided by total days within the subscription period).
(b) Airport One’s Right to Terminate or Suspend Services. Airport One may cancel this Agreement upon written notice if a Subscriber becomes insolvent or breaches this Agreement and fails to cure such breach within fifteen (15) days of receipt of notification from Airport One. Airport One may immediately suspend access to, or terminate a Subscriber’s subscription, if Airport One determines that the Subscriber is violating any law or attempting to bypass security features employed by Airport One or an Airport One Affiliate. Upon termination, expiration, or cancellation of this Agreement, Subscriber’s right to access and use the Airport One Solution, Airport One Data and Documentation shall cease.
6. Ownership of Data. Apart from Subscriber Data, Airport One shall own all data collected and processed through the FlyMyAirport Software and Flight Search Widget, including, but not limited to analytics, anonymized and aggregated Subscriber data, anonymized and aggregated User data. Subscriber shall retain ownership of all Subscriber Data.
7. Modifications to Airport One Solution, Services and Data. Airport One reserves the right to modify in part or in whole, or temporarily or permanently discontinue the Airport One Solution, or any features, modules, content, data and/or services made available through the Airport One Solution for any reason and at any time upon reasonable prior notice to Subscriber. Airport One reserves the right to delete, modify or supplement the data and content of the Airport One Solution at any time for any reason upon reasonable prior notice to Subscriber. Airport One is not liable to Subscriber or any third party, including any User, for modifications, suspension or discontinuance of the Airport One Solution or any features, modules, content, data and/or services made available through the Airport One Solution. Continued use of the Airport One Solution constitutes acceptance of any modified terms and conditions.
8. Maintenance and Availability of the Airport One Solution. If third party software is required for Subscriber to access or use the Airport One Solution (such as a web browser), Subscriber must obtain a license of such software at its own expense. Airport One will use reasonable efforts to provide 24-hour daily availability of the Airport One Solution to Subscribers. However, Airport One makes no representations or warranty that the Airport One Solution, or any portion of the Airport One Solution will be available all the time or that it will be error-free. Subscriber acknowledges and agrees that the Airport One Solution may, at times, be unavailable due to scheduled or unscheduled maintenance, service upgrades, or other mechanical or electronic failures. Airport One shall not be responsible for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to the Airport One Solution. Airport One is not responsible for any problems or technical malfunctions of any telephone or fiber network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail to be received by Airport One on account of technical problems or traffic congestion on the Internet or at any cloud-based system, or any combination thereof, including any injury or damage to your computer or peripherals related to downloading any materials in from the Airport One Solution. Should Subscriber have any support-related questions or issues (including issues related to onboarding, customer support and technical support needs), Subscriber may notify Airport One by email at support@airportonellc.com.
9. Billing. Subscriber agrees to pay the initial Set-up Fee and each Subscription Fee as set forth in the Order Form. All payments shall be made in accordance with the billing and payment terms set forth in the Order Form. Should Subscriber desire to change its Subscription, Subscriber may do so by notifying Airport One by email at accounting@airportonellc.com.
10. Login Credentials and Security.
(a) Accessing and using the FlyMyAirport Portal requires the use of a username and password (“Login Credentials”). Subscriber is solely responsible for maintaining the confidentiality of its Login Credentials; and Subscriber is responsible for any activities that occur using Subscriber’s Login Credentials. Subscriber must treat the Login Credentials as confidential and must not disclose Login Credentials to any third party.
(b) Airport One is not liable for any harm related to the misuse or theft of Login Credentials, disclosure of Login Credentials, or Subscriber’s authorization to allow another person or entity to access and use the Airport One Solution using Subscriber’s Login Credentials. Subscriber shall immediately notify Airport One of any unauthorized use of its Login Credentials or any unauthorized access to Subscriber’s account page in the FlyMyAirport Portal.
(c) Subject to Subscriber’s duties and responsibilities set forth in this Section 10, Airport One will use commercially reasonable efforts to make the Airport One Solution secure from unauthorized access. The Airport One Solution will require industry standard 128bit encryption on all communications between Subscriber’s network and the Airport One Solution server. The Airport One Solution server operating system and applications software will be updated and virus-scanned regularly. However, Subscriber recognizes that no network is completely secure. AIRPORT ONE MAKES NO WARRANTY, EXPRESS OR IMPLIED, REGARDING THE EFFECTIVENESS OF THE SECURITY OF THE AIRPORT ONE SOLUTION AND SHALL NEVER BE LIABLE FOR ANY CLAIMED, ACTUAL, OR CONSEQUENTIAL DAMAGES ARISING FROM ANY BREACH OR ALLEGED BREACH OF SECURITY OF THE AIRPORT ONE SOLUTION.
(d) Airport One shall have the right to disable any login and/or password at any time, if in Airport One’s opinion Subscriber has failed to comply with any of the provisions of this Agreement or if Airport One believes that an unauthorized third party is attempting to access the Airport One Solution using Subscriber’s Login Credentials.
(2) If Subscriber becomes aware of a breach of confidentiality or any unauthorized use of the Airport One Solution, Subscriber must promptly notify Airport One by email at support@flymyairport.com. Airport One’s right to suspend or disable access to the Airport One Solution does not create an affirmative duty on the part of Airport One to monitor who is accessing or attempting to access the Airport One Solution and Airport One shall not be liable for any unauthorized access of the Airport One Solution using Subscriber’s Login Credentials unless such authorized access is based solely on Airport One’s own negligence or willful action.
11. Third Party Content and Links. The Airport One Solution may contain hyperlinks, widgets, cookies or other third-party code, and/or data controlled by parties other than Airport One. Airport One is not responsible for and does not endorse or accept responsibility over the contents, opinions expressed or use of any of these third parties. Airport One makes no representations or warranties with regard to the products, services or content of any such third parties.
12. Intellectual Property Rights. Subscriber acknowledges and agrees that Airport One, and/or an Airport One Affiliate, owns all rights, title and interest in and to the Airport One Solution and Airport One Data. The Airport One Solution, including, without limitation, the information included in its modules, procedures, and functions, their arrangement, organization, program logic, and methods of interaction, and all related documentation (including, without limitation, the Documentation), data formats, output formats, and other aspects thereof and their modifications and enhancements, if any, and the know-how embodied in the Airport One Solution, is confidential and trade secret information owned by Airport One and/or Airport One Affiliates, together with all related copyrights and trademarks. Subscriber shall not sell, license, publish, display, distribute, disclose, or otherwise make available Airport One Data to any third party or use the Airport One Solution or Airport One Data except as authorized by this Agreement. Subscriber shall not disclose or permit the disclosure of any Airport One Data, or any flow charts, logic diagrams, user manuals, screenshots, or screens embodying, referencing or summarizing all or any part of such Proprietary Information, to any third party without the prior written consent of Airport One.
13. Confidentiality.
(a) If the parties have executed a separate NDA or confidentiality agreement, the terms of such agreement are hereby expressly incorporated into and made part of this Agreement.
(b) If the parties have not executed a separate NDA or confidentiality agreement, the following terms and conditions shall apply: “Confidential Information” means any data or information regarding a party’s business or affairs, including customer information, marketing information, financial information, data, software code, business concepts, business strategy, processes, methods, systems, know-how, devices, formulas, product specifications, marketing methods, prices, and customer lists, and any other data or information received or otherwise obtained under this Agreement, whether in oral, written, or electronic form, that is designated as confidential of a nature such that a reasonable person would recognize it as confidential. For the avoidance of doubt, all code, processes, methods, and Airport One Data, login credentials or other information provided to Subscriber to enable Subscriber to access and use the Airport One Solution, shall be the Confidential Information of Airport One. Confidential Information shall not include: (i) information which becomes public or available to the general public through no act or omission by the Receiving Party; (ii) information which becomes known by the Receiving Party through a third- party with no obligation to maintain its confidentiality; (iii) information which was lawfully in the possession of the Receiving Party prior to any disclosure by the Disclosing Party; (iv) information which is independently developed by the Receiving Party; or (v) information which the Receiving Party is required or compelled to disclose by law, including open records laws, court order or subpoena. The Receiving Party shall hold the Disclosing Party’s Confidential Information in confidence and will not disclose it to any third-party. If a Receiving Party is compelled to disclose the Disclosing Party’s Confidential Information, the Receiving Party shall provide prompt notice to the Disclosing Party so that the Disclosing Party can seek a protective order or other appropriate relief. Upon the termination of this Agreement for any reason, the Receiving Party shall return (or destroy) all Confidential Information to the Disclosing Party.
14. LIMITED WARRANTY; WARRANTY DISCLAIMER. Each party represents and warrants that (a) it has full power and authority to enter into the Agreement, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable. Except as expressly provided for in the Agreement, Airport One does not make and expressly disclaims to the fullest extent permitted by applicable law (a) any warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular use, title, non-infringement, or error-free or uninterrupted use of the Services and (b) any representations about content or information accessible through the Services.
15. LIMITATION OF LIABILITY.
(a) Limitation on Indirect Liability. To the extent permitted by applicable law and subject to Section 15(c) (Unlimited Liabilities), neither party will have any Liability arising out of or relating to the Agreement for any (i) indirect, consequential, special, incidental, or punitive damages or (ii) lost revenues, profits, savings, or goodwill.
(b) Limitation on Amount of Liability. Each party’s total aggregate Liability for damages arising out of or relating to the Agreement is limited to the total amount of fees paid by Subscriber during the 12 month period before the event giving rise to Liability.
(c) Unlimited Liabilities. Nothing in the Agreement excludes or limits either party’s Liability for its: (i) fraud, fraudulent misrepresentation or matters for which liability cannot be excluded or limited under applicable law; (ii) obligations under Section 13 (Confidentiality); (iii) infringement of the other party’s intellectual property rights and restrictions set forth in Section 3; or payment obligations under the Agreement.
16. EXCLUSIVE REMEDY. SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY IF A SUBSCRIBER IS UNSATISFIED WITH THE PERFORMANCE, AVAILABILITY OR FUNCTIONALITY OF THE AIRPORT ONE SOLUTION SHALL BE TO CANCEL SUBSCRIBER’S SUBSCRIPTION TO THE AIRPORT ONE SOLUTION.
17. Marketing. During the Term and for a period of six (6) months after expiration of the Term, Airport One shall have the right to list Subscriber on Airport One’s list of customers on Airport One’s website, social media and marketing materials to promote Airport One’s business and services.
18. Governing Law.
(a) Unless otherwise set forth in the Order Form, and except for U.S. city, county, or state government entities, this Agreement will be governed by and construed in accordance with the substantive laws in force in the State of Wisconsin. This Agreement will not be governed by the conflict of law rules of any jurisdiction or the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.
(b) If customer is a U.S. city, county, or state government entity, then the Agreement will be silent regarding governing law and venue.
(c) If Customer is a U.S. federal government entity, then the following applies: ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES OF AMERICA, EXCLUDING ITS CONFLICT OF LAWS RULES. SOLELY TO THE EXTENT PERMITTED BY FEDERAL LAW, (I) THE LAWS OF THE STATE OF WISCONSIN (EXCLUDING WISCONSIN’S CONFLICT OF LAWS RULES) WILL APPLY IN THE ABSENCE OF APPLICABLE FEDERAL LAW AND (II) FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN MILWAUKEE COUNTY, WISCONSIN.
19. Dispute Resolution. Except as prohibited by applicable law, in the event of any dispute, claim, or controversy in connection with this Agreement (other than for disputes, claims, or controversies related to the intellectual property of a party) (collectively, “Disputes”), the parties agree to resolve such disputes through binding arbitration under JAMS’ Comprehensive Arbitration Rules and Procedures. Except for disputes involving Airport One’s collection of payments owed to Airport One, the parties will share equally the fees and expenses of the JAMS arbitrator. The arbitration will be conducted by a sole arbitrator mutually agreed to between the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The arbitrator will have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Except for disputes involving Airport One’s collection of payments owed to Airport One, each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. For disputes involving Airport One’s collection of payments owed to Airport One, if Airport One prevails, Customer agrees to reimburse Airport One for its reasonable attorney fees and costs incurred to collect such amounts owed. Any arbitration proceedings will take place in the English language in (a) Milwaukee, Wisconsin, if Customer is domiciled in any country outside of the (i) European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, Vatican City, and Monaco and (ii) Asia-Pacific region; (b) London, England, if you are domiciled in any country within the European Economic Area or its regions or territories, the United Kingdom, Switzerland, Andorra, Vatican City, or Monaco; or (c) Singapore, if you are domiciled in any country within the Asia-Pacific region.
20. Transfer and Assignment. Subscriber may not sell, assign, or otherwise transfer this Agreement to any third party without the prior written consent of Airport One. Airport One may transfer, assign, or sublicense this Agreement or any of the services provided through the Airport One Solution to a third party.
21. Severability. The provisions of this Agreement (and any other terms or conditions of any other schedule, addendum, amendment, or agreement referenced or incorporated into this Agreement) are severable. If any provision of this Agreement (or any other terms or conditions of any other schedule, addendum, amendment, or agreement referenced or incorporated into this Agreement) is held to be invalid, illegal, or unenforceable, such provision is to that extent to be deemed omitted and not part of this Agreement. The validity, legality, or enforceability of the remaining provisions shall in no way be affected or impaired thereby and shall be valid and enforceable to the maximum extent permitted by law.
22. Injunctive Relief. Subscriber acknowledges and agrees that monetary damages alone would not be an adequate remedy in the event of a material breach by Subscriber of its obligations under this Agreement and that, in such event, Airport One shall be entitled to injunctive relief to require Subscriber to comply with its obligations hereunder. Any remedy of Airport One under this Agreement shall be cumulative and not exclusive of any other remedy available to Airport One under this Agreement, at law or in equity.
23. Entire Agreement. This Agreement and the Order Form constitute the exclusive and entire agreement between the parties with respect to the subject matter hereof, and, except as otherwise stated in the Order Form, supersedes all prior agreements, negotiations, representations and proposals, written or oral, relating to the subject matter hereof.
24. Modification and Wavier. No modification of this Agreement and no waiver of any breach of this Agreement shall be effective unless in writing and signed by an authorized representative of the party against whom enforcement is sought. No waiver of any breach of this Agreement and no course of dealing between the parties shall be construed as a waiver of any subsequent breach of this Agreement.
25. Authority. Each party represents and warrants that (a) it has the authority to enter into this Agreement and be bound by its terms and conditions and (b) it has not entered into any other agreement that would conflict with the terms and conditions of this Agreement.
26. Notices. Notices from Airport One to Subscriber shall be by using the Subscriber’s current email address on file with Airport One. Subscriber is solely responsible for updating its contact information, including email address, with Airport One. Airport One shall not be responsible if Subscriber does not monitor such email address or fails to update Subscriber’s email address with Airport One.