This Privacy Statement applies to www.BCDAERO.com, as well as the mobile applications owned and/or operated by BCDA Aeronautical Solutions, LLC (“BCDA”, “We”, “Us”, “Our”). This privacy statement describes how BCDA collects and uses the personal information you provide on the domain umbrella of www.BCDAERO.com, our mobile sites and mobile applications, and any other application or access point we make available to you (collectively, our “Web Properties”). It also describes the choices available to you regarding our use of your personal information and how you can access and update this information.

If you have an unresolved privacy or data use concern that we have not addressed satisfactorily, please contact us at legal@bcdaero.com.

Collection and Use of Personal Information

We collect certain personal information that you provide directly to us. For example, we collect the following personal information from you:

• User information such as your first and last name, contact information, date of birth, email address, passport information and expiration date.
• Equipment and flight information such as Airplane Tail number, operating company, passenger information, flight route, airplane hours and cycles and well as engine information.
• Payment information such as credit card details and financial information that may be necessary to facilitate the payment of airport services in the United States or other countries around the world.
• Photographs of documents (registration, airworthiness, over flights, pilot certificates, medical certificates, airplane and engine logbooks, operating handbooks, quick reference guides, manuals, ID’s, third party contracts for engines, parts or Apu’s).
• Additional Contact Information about the customer that we may obtain through third parties with whom we do business (e.g. Fixed Based Operators, Airport facilities and other web sites).

Information We Collect Automatically on Our Web Properties:

As is true of most websites, we automatically gather information about your computer such as your IP address, browser type, referring/exit pages, and operating system, as well as the other information listed in the “Cookies and Other Tracking Technologies” section below. We do link this collected data to other information we collect about you.

We use the information we collect from you to:

• Facilitate the transactions per your requests (paying for airport services, over flight permits, parking, fuel, flight plans, and other aviation related services).
• Assist you through our Apps with record keeping purposes and send emails and notifications when documents or records are about to expire.
• Provide you with offers, aviation products and other information that may be in their interest.
• Compile statistics and conduct analysis about your use of our products in order to provide a better service, and to create new features and functions to the present and future users.
• Administer your account.
• Assess the needs of your business to determine suitable products and services.
• Fulfill your order for our services.
• Link or combine with other information we receive from third parties to help understand your needs, provide you with better service and for marketing purposes.
• Monitor and analyze activity on our Web Properties.
• Provide, improve, maintain and operate our services.
• Send you administrative messages, invoices, order confirmations, security alerts, support messages, technical notices, and updates.
• Investigate and respond to illegal activities or fraudulent transactions and/or fraudulent usage of our Web Properties.
• Respond to customer service requests and provide support.
• Respond to your comments, concerns and questions.
• Send you requested information and for other purposes which we have notified you about.

We may collect and transmit to a third party partner for payment processing, but do not keep or archive credit card details and other sensitive data on our servers. This type of information is sent to third parties utilizing token encryption technology and SSL certificates to ensure that the transfer of this encrypted information is secure on each transaction.

We are based in the United States and the information we collect is governed by U.S. law. By accessing or using our services or Web Properties or otherwise providing information to us, you consent to the processing and transfer of information in and to the U.S.

Our Service

We provide a range of aviation-related services from our Web Properties (the “Service”) that permits users to manage their flight departments or to facilitate the payment of airport services, handling, and fuel through our Web Properties from anywhere in the world. This Policy does not apply to personal information that you share separately with other users.

Choice/Opt-Out for Communications from Us

Customers can opt out of being contacted by us by following the opt-out instructions located in the e-mails we may send you, by changing your privacy settings in the Service, or by contacting us at any time.

However, BCDA reserves the right to send its existing customers certain communications relating to the Service as part of our commercial relationship with you, such as service announcements and administrative messages, without offering the opportunity to opt out of receiving them. If you do not wish to receive them, you have the option to cancel your account by logging in to your BCDA account, accessing the Account Admin menu, and clicking the Cancel Account link.

Information Sharing

Except as provided for in our User Agreement (or other subscription agreement you entered into with us, if any) and this Policy, we do not disclose your personal information to third parties without your consent.

We do not sell any of your personal information to third parties or allow third parties to use it for their marketing purposes. BCDA uses third-party intermediaries to manage payment processing. These intermediaries are solely links in the distribution chain, and are not permitted to store, retain, or use the information provided except for purposes of payment processing.

We may share your information with third party vendors, consultants and other service providers who are working on our behalf and require access to your information to carry out that work, such as to process billing, provide customer support, etc. For example, we may use third party data centers to host our Web Properties or to store documents uploaded to our application. We obtain appropriate contractual and technical protections to limit these service providers’ use and disclosure of your personal information.

We release personal information if we believe we must do so to comply with the law, to comply with a subpoena, bankruptcy proceedings, or similar legal process, to enforce our User Agreement (or other subscription agreement you entered into with us, if any), or to protect the rights and safety of BCDA, our customers, our individual users and the general public.

If BCDA is involved in a merger, acquisition, or sale of all or a portion of its assets, you will be notified via a prominent notice on our Web site of any change in ownership that affects your personal information, as well as any choices you may have regarding your personal information.

Cookies and Other Tracking Technologies

• We use cookies, beacons, tags, scripts and similar technologies to keep track of your preferences and profile information. A cookie is a small text file that is stored on a user’s computer for record-keeping purposes. Cookies are also used to collect general usage and volume statistical information that does not include personal information. Technologies such as: cookies, beacons, tags and scripts are used by BCDA and our trusted partners. These trusted partners include: analytics partners, marketing partners and network/website optimization partners.
• These technologies are used on our Web Properties for the purpose of analyzing trends, administration, tracking users’ navigation paths on our Web Properties and to gather demographic information about our user base as a whole. We may receive reports based on the use of these technologies by these partners on an individual as well as aggregated basis. We do not tie the information gathered to our Customers’ or Users’ personally identifiable information.
• We use Local Storage, such as HTML5, to store content information and preferences. Third parties with whom we partner to provide certain features on our website or to display advertising based upon your web browsing activity also use HTML5 to collect and store information. Various browsers may offer their own management tools for removing HTML5.

Behavioral Targeting and Remarketing

• We use Google AdWords and other trusted partners to manage our advertising in order to display ads on third party Web sites to users who previously visited our Web Properties. As a result, our ads may be displayed to you on a Google search results page or on third party Web sites in the Google advertising network. Our partners use cookies and Web beacons to collect non-personally identifiable information about your activities on our Web Properties and other Web sites to provide you targeted advertising based upon your interests. If you wish to not have this information used for the purpose of serving you targeted ads, you may opt-out by contacting us at legal@bcdaero.com. You will continue to receive generic ads. Any data collected will be used in accordance with our own privacy policy and those of our partners.

Additional Policy Information

Blogs/Community

Our website offers publicly accessible blogs or community forums. You should be aware that any information you provide in these areas may be read, collected, and used by others who access them. To request removal of your personal information from our blog or community forum, contact us at legal@bcdaero.com In some cases, we may not be able to remove your personal information, in which case we will let you know if we are unable to do so and why.

Data Retention

We will retain your personal information that you provide to us for as long as needed to provide you services or as described in our User Agreement (or other subscription agreement you entered into with us, if any). We will retain and use your personal information as necessary to comply with our legal obligations, resolve disputes, and enforce our agreements.

Links to Other Websites

Our Web Properties include links to other websites whose privacy practices may differ from those of BCDA. If you submit personal information to any of those sites, your information is governed by their privacy statements. We encourage you to carefully read the privacy statement of any website you visit.

Referrals

If you choose to use our referral service to tell a friend about our site, we will ask you for your friend’s name and email address. We will automatically send your friend a one-time email inviting him or her to visit the site. BCDA stores this information for the sole purpose of sending this one-time email and tracking the success of our referral program. Your friend may contact us at support@bcdaero.com to request that we remove this information from our database.

Security

When we collect personal information directly from you, we follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it. When you enter sensitive information (such as a credit card number) on our order forms, we encrypt the transmission of that information using secure socket layer technology (SSL/TLS). We make every reasonable effort to protect your personal information, but no company, including BCDA, can guarantee the absolute security of Internet communications. If you have any questions please contact us at support@bcdaero.com.

Testimonials

We post customer testimonials on our website which may contain personally identifiable information such as the customer’s name. We obtain the customer’s consent prior to posting the testimonial to post their name along with their testimonial. If you want to remove your personal information that is being displayed on our website under public pages, please send your request to support@bcdaero.com.

Updates and Access to Personally Identifiable Information

If your personally identifiable information changes, or if you no longer desire our Service, you may correct, update, amend, delete/remove or deactivate it using the Account Administration settings, contacting an administrator of your organization’s BCDA Account or by emailing support@bcdaero.com or by contacting us by telephone or postal mail at the contact information listed below. We will respond to your request to access within 5 days.

Notification of Privacy Statement Changes

We may update this privacy statement to reflect changes to our information practices. If we make any material changes we will notify you by email (sent to the e-mail address specified in your account) or by means of a notice on our Web Properties prior to the change becoming effective. We encourage you to periodically review this page for the latest information on our privacy practices.

Contact Information

Questions regarding our Policy or the practices concerning our Web Properties should be directed legal@bcdaero.com as a security question, or by regular mail addressed to BCDA Aeronautical Solutions, LLC., Attn: Legal, 12677 NW 14th Pl., Sunrise, FL 33323.

This document was last updated on 04/14/2017.

This User Agreement (“Agreement”) is entered into by and between BCDA Aeronautical Solutions, LLC (“BCDA“) and any individual or entity (“Customer”) prior to Customer’s use of the Service. This Agreement governs the use of the Service and any Professional Services (collectively, the “Services”) by Customer, whether on a free or paid basis. If Customer is a direct competitor to BCDA, Customer is not permitted or authorized to use the Services.

1. Services.
   1. Service. Subject to this Agreement and in consideration of the fees specified in any Order, BCDA will make the Service available to Customer throughout the Term. In the event that Customer purchases a subscription to an Add-On, the Service will be deemed to include such Add-Ons except as otherwise expressly provided herein. BCDA hereby grants Customer a worldwide, revocable, non-exclusive, non-transferable right to access and use the Service during the Term for Customer’s internal business purposes, pursuant to the terms and conditions of this Agreement.
   2. Professional Services. Subject to this Agreement and in consideration of the fees specified in any applicable Order or SOW, the parties may agree for BCDA to provide Professional Services. The specifications for Professional Services, if any, will be as set forth in an Order or SOW.
2. Use of the Services; Restrictions.
   1. Conditions. BCDA’s provision of the Services is conditioned on Customer’s acknowledgement and agreement to the following:
      1. Certain types of information included in the Customer Content may be subject to specific laws (e.g., laws regarding personally identifiable information, payment card information, protected health information, etc.). Customer, not BCDA, is responsible for compliance with any such laws. Without limiting the foregoing, Customer represents and warrants that if applicable, it will provide any required notice to and obtain any required consent from individuals and/or other entities related to the Customer Content and any personal or otherwise protected information included therein.
      2. All Customer Content stored utilizing the Service is maintained in encrypted form (in transit and at rest) and BCDA does not access Customer Content except: (a) as requested by Customer to enable the provision of customer support; and (b) as necessary for BCDA to (i) comply with applicable law or legal proceedings, or (ii) investigate, prevent or take action against suspected abuse, fraud or violation of this Agreement. Except with respect to requests described in subpart (i) above, unless prohibited by law, where BCDA receives a request from an individual to access, amend, or delete her/his personal information stored within Customer Content or as part of the Account Information provided by Customer, BCDA will refer such requests to Customer. Customer will be responsible for responding to such requests as required by applicable law, and BCDA will provide Customer with reasonable support as necessary to facilitate Customer’s response.
      3. The Service facilitates the sharing of information within Customer’s organization and potentially outside of Customer’s organization. Between Customer and BCDA, Customer has exclusive control over the distribution of and access to the Customer Content.
   2. Login Credentials. Each set of login credentials for the Service may be used only by a single, individual Customer User. Customer agrees to promptly notify BCDA of any unauthorized access or use of which Customer becomes aware. Customer will be responsible for all use and misuse of the Service that occurs under Customer Users’ login credentials, and for any breach of this Agreement by any Customer Users.
   3. Prohibited Use. Customer will not, and will ensure that Customer Users do not: (a) “frame,” distribute, resell, or permit access to the Service by any third party other than for its intended purposes; (b) use the Service other than in compliance with applicable law; (c) interfere with the Service or disrupt any other user’s access to the Service; (d) reverse engineer, attempt to gain unauthorized access to the Service, or attempt to discover the underlying source code or structure of the Service; (e) submit to the Service any routine, device or other undisclosed feature, including a so-called time bomb, virus, software lock, drop dead device, malicious logic, worm, Trojan horse, or trap or back door or software routine, that is designed to delete, disable, deactivate, interfere with or otherwise harm any software, program, data, device, system or service, or which is intended to provide unauthorized access or to produce unauthorized modifications; or (f) use any robot, spider, data scraping or extraction tool, or similar mechanism with respect to the Service.
   4. Usage Limitations.Certain usage limitations apply pursuant to this User Agreement. File storage is limited to 100 MB per file. Additionally, users can only set up to ten (10) credit cards per account and transactions are limited to a minimum of $100 USD and maximum of $10,000 USD per transaction. A maximum daily limit of $150,000 USD applies to all transactions.
   5. Account Information. Account Information will be provided to BCDA by Customer Users but Customer may provide certain Account Information (e.g., Customer User titles, departments, phone numbers, or profile pictures) for Customer Users when configuring Customer’s account. Except for email address, Customer Users may elect whether or not to display their Account Information within the Service. In the event that Account Information is provided by Customer, Customer represents and warrants that: (a) it has provided all required notice to Customer Users pursuant to applicable law, Customer policy, etc.; and (b) it has all rights, permissions, and consents necessary: (i) to provide the Account Information to Customer; and (ii) for the display of such Account Information within the Subscription Service. In accordance with Section 2.1(b) above, BCDA will refer to Customer any requests related to the Account Information that was provided by Customer, and will provide Customer reasonable assistance in order to facilitate Customer’s response to such requests, unless prohibited by law.
3. Customer Content; Processing of Data.
   1. Disclosure. The Service is designed to facilitate the management of, and payment for, services and goods between Customer Users. BCDA will not have any responsibility for distribution, publication, display, or any other disclosure of Customer Content by Customer Users via the Service.
   2. Processing. Customer agrees that BCDA may: (i) process the Customer Content to make the Service available to Customer; and (ii) process the Account Information as necessary to provide the Service, administer its business relationship with Customer (including for billing, customer support, and product-related communications), and as otherwise set forth in the Privacy Policy.
   3. Service Providers. In addition, BCDA may allow service providers who act on BCDA’s behalf to process Customer Content and Account Information in connection with providing the Service, provided that: (a) such service providers are subject to confidentiality obligations that are substantially as protective of the Customer Content as those set forth in this Agreement; and (b) BCDA will not be responsible for any breach of this Agreement by such service providers in connection with the provision of the Service.
   4. Security. BCDA will provide and maintain commercially reasonable information security policies and safeguards, which include technical and organizational measures, designed to preserve the security, integrity, and confidentiality of the Customer Content and to protect it against unauthorized access and information security threats.
   5. Treatment at Termination. Upon the effective date of termination, BCDA has no obligation to retain, and may delete, Customer Content.
   6. Ownership. As between the parties, Customer retains all right, title, and interest in and to all Customer Content. Customer represents and warrants that it has all rights, permissions, and consents necessary: (a) to submit all Customer Content to the Service; (b) to grant BCDA the limited rights to process Customer Content as set forth in this Agreement; and (c) for any transfer or disclosure of Customer Content among or by Customer Users.
4. Fees and Payment.
   1. Fees; Payment. In consideration of the Services, Customer will pay the fees specified at the time of purchase. Customer will reimburse BCDA for reasonable, out-of-pocket expenses incurred by BCDA in the course of providing Professional Services. All fees are nonrefundable once paid, except as expressly otherwise provided in this Agreement or the applicable SOW or Order. Customer agrees to promptly notify BCDA of any changes to its billing information. If Customer uses a credit card to make payment hereunder, Customer authorizes BCDA to charge such credit card on a recurring basis for all applicable fees and taxes. If Customer is invoiced for fees and taxes, all amounts are payable according to the invoice instructions in U.S. dollars net thirty (30) days from the date of the invoice unless otherwise specified. Items purchased via an Order and all renewals shall be payable in advance. Items purchased via SOW shall have the applicable invoicing instructions included in the SOW. BCDA reserves the right to correct any billing errors or mistakes that it identifies even if it has already issued an invoice or received payment. Customer agrees to notify BCDA about any suspected billing errors or mistakes within thirty (30) days after the relevant invoice or charge date; failure to do so will result in waiver of Customer’s right to dispute such errors or mistakes. Except as prohibited by law, BCDA may charge a late fee of one and one half percent (1.5%) per month on past due amounts. Customer will reimburse any costs or expenses (including, but not limited to, reasonable attorneys’ fees) incurred by BCDA to collect any amount that is not paid when due. BCDA may accept payment in any amount without prejudice to BCDA’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to BCDA by Customer may not be withheld or offset against amounts due or asserted to be due to Customer from BCDA. Other than income taxes imposed on BCDA, Customer will bear all taxes, duties, VAT and all other governmental charges (collectively, “taxes”) resulting from this Agreement. If Customer is exempt from any applicable taxes, it will provide evidence reasonably satisfactory to BCDA of its tax exempt status. If Customer requires a purchase order, vendor registration form, or other documentation, such requirement will in no way affect or delay Customer’s obligation to pay any amounts due hereunder.
   2. Refunds. By using the Services, you acknowledge and agree that BCDA is only offering “pass through” services to facilitate payments by you, the Customer, to third parties. Any claim by the Customer must be addressed directly to the party that provided the service in dispute. BCDA is not responsible for the refunding of any funds for any transactions conducted through the Service. You acknowledge and agree that the services are offered “As-Is” and no refunds of fees paid to BCDA will be issued, even if you are able to receive a refund from the third party.
   3. Resellers and Payment Processors. BCDA may enable Customers to purchase and/or pay for certain Services through an authorized reseller or payment processor (“Channel Partner”). Customer’s obligation for payment to, and relationship with, such Channel Partner is between Customer and such Channel Partner.
5. Term and Termination.
   1. Term.This Agreement will remain in effect throughout the Term unless earlier terminated as set forth herein.
   2. Term. The term of this Agreement shall run concurrently with the duration of time that a user maintains an active account, and/or for as long as the user has the application installed.
   3. Term of SOWs. Each SOW remains in effect for the period specified therein. If no period is specified, the SOW will terminate once the Professional Services set forth in the SOW have been completed.
   4. Termination for Cause; Suspension. Either party may terminate this Agreement immediately if the other party breaches any material provision of an applicable Order, SOW, or this Agreement, and fails to cure that breach within thirty (30) days of written notice from the non-breaching party identifying the breach. In addition, BCDA may suspend Customer’s access to the Service immediately if: (a) Customer fails to make a payment when payment is due; or (b) Customer has (or BCDA reasonably suspects that Customer has) breached Section 2.3 or misappropriated or infringed BCDA’s intellectual property or proprietary rights.
   5. Effect of Termination. Upon expiration or termination of this Agreement for any reason: (a) all Orders and SOWs under this Agreement will terminate; (b) all rights and obligations of the parties hereunder will cease (except as set forth in Section 6.6 below); (c) Customer will remain obligated to pay for Professional Services rendered through the effective date of termination; and (d) Customer will not be entitled to any refund of fees (except as set forth in Section 5.2 above).
   6. Survival.The following sections will survive termination or expiration of this Agreement: 3.2 (Processing), 3.5 (Treatment at Termination), 3.6 (Ownership), 4.1 (Fees; Payment) (with respect to amounts that are accrued but unpaid as of the effective date of termination), 5.6 (Survival), 6 (Proprietary Rights), 7 (Confidentiality), 12 (Limitation of Liability; Damages Exclusion), 13 (Indemnification), 14 (Non-Solicitation), 15 (Notices), 17 (Entire Agreement), and 18 (General).
6. Proprietary Rights. As between the parties, BCDA retains all right, title and interest in and to: (a) the Services, Work Product (except for any Customer Confidential Information used to develop the Work Product), and the technology and software used to provide them, and all intellectual property and proprietary rights therein; and (b) all electronic and print documentation and other content and data (excluding Customer Content and Account Information) made available through the Services. Except for the licenses as set forth in this Agreement, this Agreement does not convey any of BCDA’s intellectual property or proprietary rights to anyone, including Customer. Customer agrees that BCDA will have a perpetual right to use and incorporate into the Services or Work Product any feedback or suggestions for enhancement that Customer or a Customer User provides to BCDA, without any obligation of compensation.
7. Confidentiality.
   1. Confidential Information. “Confidential Information” means all non-public, proprietary business, technical, legal, or financial information disclosed or learned in connection with this Agreement (or in the case of Customer, learned in conjunction with Customer’s use of the Services) that the Disclosing Party has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding its disclosure, the Receiving Party should treat as confidential. Confidential Information does not include: (a) Customer Content or Account Information; (b) information that was generally known to the public at the time disclosed to the Receiving Party; (c) information that becomes generally known to the public (other than through a breach of this Section 7 by the Receiving Party) after disclosure to the Receiving Party; (d) information that was in the Receiving Party’s possession free of any obligation of confidentiality prior to disclosure by the Receiving Party; (e) information that is rightfully received by the Receiving Party from a third party without any restriction on disclosure; or (f) information that was independently developed by the Receiving Party without reference to or use of Disclosing Party’s Confidential Information. All Confidential Information is provided “AS IS.” NEITHER PARTY MAKES ANY WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
   2. Use and Disclosure of Confidential Information. The Receiving Party: (a) will not use the Disclosing Party’s Confidential Information for any purpose except in connection with this Agreement; (b) will not disclose, give access to, or distribute any of the Disclosing Party’s Confidential Information to any third party, except to the extent expressly authorized in a separate written agreement signed by both parties; and (c) will take reasonable security precautions (which will be at least as protective as the precautions it takes to preserve its own Confidential Information of a similar nature) to keep the Disclosing Party’s Confidential Information confidential. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees, directors, affiliates, advisors, agents, contractors, and other representatives (“Representatives”) who need to know such information, provided that each such Representative is bound to protect the Confidential Information by confidentiality obligations substantially as protective as this Agreement. The Receiving Party will be responsible for its Representatives’ disclosure or use of the Disclosing Party’s Confidential Information in violation of this Section 7. The Receiving Party will promptly notify the Disclosing Party upon discovery of any unauthorized disclosure or use of the Disclosing Party’s Confidential Information, or any other breach of this Section 7, by it or its Representatives. The Receiving Party’s (and its Representatives’) obligations under this Section 7 cease to apply to information upon the later of: (i) the termination of this Agreement; or (ii) after three (3) years have passed from the date on which it was first disclosed.
   3. Return of Materials. Upon written request by the Disclosing Party, the Receiving Party will: (a) either return or destroy all documents and media in its possession or control that contain the Disclosing Party’s Confidential Information; and (b) certify its compliance with this Section 7.3 in writing. Notwithstanding the foregoing, the Receiving Party will not be obligated to erase Confidential Information of the Disclosing Party that is contained in an archived computer system backup that was made in accordance with the Receiving Party’s security and/or disaster recovery procedures; provided, however, that any such Confidential Information contained in such archived computer system backup will be subject to this Section 7.
   4. Intellectual Property; No Obligation to Disclose. The Disclosing Party retains all of its rights, title, and interest in and to its Confidential Information, including all intellectual property and proprietary rights therein. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information. The Receiving Party understands that nothing in this Agreement requires the disclosure of any Confidential Information; provided that if BCDA is the Receiving Party, Customer understands that it may not be able to receive the full benefit of the Service without disclosure of certain Confidential Information.
   5. Required Disclosures. The Receiving Party may disclose Confidential Information to the extent required by law or legal process. In such cases, however, the Receiving Party will (except to the extent prohibited by law or legal process from doing so): (a) give the Disclosing Party prior notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (b) use diligent efforts to limit disclosure to that which is legally required; and (c) reasonably cooperate with the Disclosing Party, at the Disclosing Party’s expense, in its efforts to ensure that the Confidential Information will be subject to a protective order or other legally available means of protection.
   6. Permitted Disclosures. In the event that Customer utilizes a Channel Partner in connection with this Agreement, Customer acknowledges and agrees that its Confidential Information, and any Orders and SOWs may be disclosed to such Channel Partner.
   7. Injunctive Relief. The Receiving Party acknowledges that any actual or threatened breach of this Section 7 may cause irreparable, non-monetary injury to the Disclosing Party, the extent of which may be difficult to ascertain. Accordingly, the Disclosing Party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the Disclosing Party at law and/or in equity, to prevent or mitigate any breaches of this Section 7 with respect to the Disclosing Party’s Confidential Information or any damages that may otherwise result from those breaches.
8. Privacy. Customer acknowledges and agrees that use of the Services is subject to BCDA’s privacy practices, which are described in the Privacy Policy, and may be updated from time to time (a current version of which can be found at https://www.bcdaero.com/privacy-policy) (“Privacy Policy”). For the avoidance of doubt, the Privacy Policy details BCDA’s handling and treatment of Customer Content and Account Information.
9. Representations and Warranties; Disclaimer.
   1. Authority Warranty. Customer represents and warrants that it has the necessary authority to enter into this Agreement on behalf of themselves or the entity they are representing, as applicable. If Customer is accepting this Agreement in connection with its use of the Services on behalf of any entity, Customer acknowledges and agrees that this Agreement will be enforceable against such entity.
   2. Limited Warranty for Service. If Customer has paid fees under this Agreement for the Service, BCDA represents and warrants that the Service will operate substantially as described in the online product descriptions written or created by BCDA and made available on the Site. Customer must notify BCDA in writing of any alleged failure by BCDA to comply with this warranty within thirty (30) days of such failure. Upon receipt of such notice, BCDA will either: (a) use commercially reasonable efforts to cure or correct the failure, or (b) terminate the applicable Order and issue a prorated refund for the terminated portion of the Subscription Services. This Section 9.2 sets forth Customer’s exclusive rights and remedies and BCDA’s sole liability in connection with the provision of the Service.
   3. Limited Warranty for Professional Services. If Customer has paid fees under this Agreement for Professional Services, BCDA represents and warrants that the Professional Services will be provided in a competent and workmanlike manner in accordance with the Order or SOW, as applicable. Customer must notify BCDA in writing of any alleged failure by BCDA to comply with this warranty within thirty (30) days following delivery of the Professional Services. Upon receipt of such notice, BCDA will either: (a) use commercially reasonable efforts to cure or correct the failure, or (b) terminate the Professional Services and issue a prorated refund for the terminated portion of the Professional Services. This Section 9.3 sets forth Customer’s exclusive rights and remedies and BCDA’s sole liability in connection with the performance of the Professional Services.
   4. Disclaimer. Customer acknowledges that the Service may experience periods of downtime, including but not limited to scheduled maintenance. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE IN THIS SECTION 9, BCDA MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICE, PROFESSIONAL SERVICES, WORK PRODUCT, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. BCDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. BCDA DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME. BCDA MAKES NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THE THIRD PARTY APPLICATIONS, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFOR.
   5. BCDA is NOT a Transportation Company. BCDA provides a service to enable payment for goods or services at certain facilities. BCDA does not own, operate or maintain aviation, or any, facilities and is NOT RESPONSIBLE FOR ANY SUCH FACILITIES OR EVENTS THAT OCCUR AT SUCH FACILITIES. Aviation services facilities are operated by companies which BCDA has contractual relationships with, but BCDA is not responsible for actions taken by such companies or facilities.
   6. BCDA DOES NOT PROVIDE TRANSPORTATION SERVICES, AND BCDA IS NOT A TRANSPORTATION CARRIER. BCDA DOES NOT AND DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER, AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES BY YOU OR PROVIDED TO YOU.
10. Liability Limitation; Damages Exclusion. BCDA WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT, EVEN IF IT HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. BCDA’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNT ACTUALLY PAID BY CUSTOMER TO BCDA UNDER THE ORDER FORM OR SOW TO WHICH THE LIABILITY RELATES DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE ON WHICH THE LIABILITY AROSE.
11. Indemnification.
    1. By BCDA.If Customer has paid fees under this Agreement for the Services, BCDA will defend Customer, its corporate affiliates, and their respective directors, employees, and agents (“Customer Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that Customer’s use of the Service or Work Product in accordance with this Agreement infringes any third party intellectual property rights (each an “Infringement Claim”). BCDA will indemnify Customer Indemnified Parties for any damages, reasonable attorneys’ fees, and costs resulting from an Infringement Claim and finally awarded against Customer or agreed to be paid by Customer in a written settlement approved by BCDA in writing. Notwithstanding the foregoing, BCDA will have no obligation under this Section 11.1 to the extent any alleged infringement arises from: (a) Customer’s use of the Service or Work Product in combination with technology or services not provided by BCDA, if the infringement would not have occurred but for such combination; (b) Customer Content; (c) BCDA’s compliance with designs, specifications, or instructions provided by Customer if such infringement would not have occurred but for such designs, specifications, or instructions; or (d) use by Customer after notice by BCDA to discontinue use (provided that BCDA subsequently refunds amounts paid for the allegedly infringing material after Customer’s discontinuance of use). If Customer is enjoined or otherwise prohibited from using any of the Service or Work Product or a portion thereof based on an Infringement Claim, then BCDA will, at its sole expense and option, either: (i) obtain for Customer the right to use the allegedly infringing portions of the Service or Work Product; (ii) modify the allegedly infringing portion of the Service or Work Product so as to render it non-infringing without substantially diminishing or impairing its functionality; or (iii) replace the allegedly infringing portions of the Service or Work Product with non-infringing items of substantially similar functionality. If BCDA determines that the foregoing remedies are not commercially reasonable, then BCDA may terminate the applicable Order or SOW and issue a prorated refund of fees prepaid by Customer for the terminated portion of the Initial Term or then-current Renewal Term. This Section 11.1 sets forth BCDA’s sole liability and Customer’s sole and exclusive remedy for any actual or alleged infringement by BCDA of any third party intellectual property rights.
    2. By Customer. Customer will defend BCDA, its corporate affiliates, and their respective directors, employees, and agents (“BCDA Indemnified Parties”) from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of: (a) the Customer Content; or (b) Customer’s use of the Service or Work Product in violation of this Agreement or applicable law. Customer will indemnify BCDA Indemnified Parties for any damages, reasonable attorney’s fees, and costs resulting from a claim that Customer is obligated to defend and finally awarded against BCDA or agreed to be paid by BCDA in a written settlement approved by Customer in writing.
    3. Conditions. The indemnifying party’s obligations under this Section 11 are contingent on the indemnified party: (a) promptly providing written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party); and (c) providing the indemnifying party, at the indemnifying party’s expense, all reasonable assistance in connection with such claim. The indemnified party may participate in the defense of the claim at its sole cost and expense.
12. Publicity. Unless Customer has specifically notified BCDA to the contrary in writing (email notice permitted), BCDA may disclose Customer as a customer of BCDA, and may use Customer’s name and logo on the Site and in BCDA’s promotional materials. BCDA will request Customer’s prior consent for any other uses; such consent to be deemed given if Customer fails to respond to a request within five (5) business days.
13. Non-Solicitation. During the Term and for a period of one (1) year thereafter, Customer will not: (a) hire or attempt to hire any of BCDA’s employees; or (b) solicit, induce, recruit or encourage any of BCDA’s employees to terminate their relationship with BCDA. Notwithstanding the foregoing, Customer will not be precluded from hiring a BCDA employee pursuant to a general solicitation of employment (e.g., posting a job opening) not specifically directed at BCDA employees.
14. Federal Government Customers. The Service is a “commercial item” consisting of “commercial computer software” as defined in FAR 2.101. BCDA provides the Service for federal government end use in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software), and for Department of Defense agencies in accordance with DFAR 227.7202 (Commercial Computer Software and Commercial Computer Software Documentation).
15. Notices. Customer agrees to receive all communications, agreements, and notices from BCDA electronically, including by e-mail, in-app notifications, or by posting them on the Site or through the Service. Customer further agrees such communications provided electronically will satisfy any legal requirement that such communications be in writing. Except where this Agreement permits notice to BCDA via email, all notices provided under this Agreement must be in writing and sent via internationally recognized delivery service or certified U.S. mail. Notices sent via email will be deemed given one (1) business day after being sent; notices sent via any other authorized delivery method will be deemed given five (5) business days after being sent. Notices must be addressed as follows: if to BCDA, to Attn: Legal Affairs, 12677 NW 14th pl Sunrise Fl 33323, and for notices permitted to be sent via email, to legal@bcdaero.com.
16. Assignment. Either party may assign this Agreement and any Orders or SOWs in connection with a merger or similar transaction, or to a company acquiring substantially all of its assets, equity, or business, without any requirement to obtain permission for such assignment; otherwise, neither party may assign this Agreement or any Orders or SOWs to a third party without the advance written consent of the other party. This Agreement and any Orders or SOWs will bind and benefit the parties, their successors, and their permitted assigns.
17. Entire Agreement. This Agreement and any Orders or SOWs represent the entire agreement between BCDA and Customer with respect to Customer’s use of the Service and accompanying Professional Services. In the event of a conflict between the payment terms in this Agreement and any Order or SOW, the payment terms in the Order or SOW will govern and control. In the event of any other conflict between this Agreement and any Order or SOW, this Agreement will govern and control. This Agreement and any Orders or SOWS expressly supersede: (a) any terms or conditions stated in a Customer purchase order or similar document, whether submitted or executed before or after the Service Start Date set forth in the applicable Order; and (b) any other contemporaneous or prior agreements or commitments regarding the Service or the other subject matter of this Agreement. For the avoidance of doubt, this Agreement will not supersede any non-disclosure agreement entered into by the parties governing information exchanged prior to Customer’s use of the Services or for purposes unrelated to this Agreement. BCDA expressly agrees that any end-user agreement governing use of the Training Resources and Community Features by Customer Users will be considered null and void and will not supersede this Agreement.
18. General. Neither party is liable for delay or default under this Agreement if caused by conditions beyond its reasonable control. This Agreement and any Orders or SOWs are governed by the laws of the State of Florida, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Miami-Dade County, Florida for any dispute arising out of this Agreement or any Orders or SOWs. The waiver of any breach of any provision of this Agreement or of any Order or SOW will be effective only if in writing, and no such waiver will operate or be construed as a waiver of any subsequent breach. If any provision of this Agreement or of any Order or SOW is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement or the relevant Order or SOW is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement or any Order or SOW, the entire Agreement or the relevant Order or SOW will be deemed null and void.
19. Modifications. BCDA reserves the right to modify this Agreement by posting a revised version on the Site. Except in the event of extenuating circumstances, revisions will be effective fifteen (15) days after posting. Continued use of the Services after the effective date of a revision will constitute Customer’s agreement to the modified Agreement. If Customer does not agree to a revision, Customer may terminate this Agreement by providing written notice to BCDA. For the avoidance of doubt, Customer will not receive a refund of fees. Customer’s termination will be effective upon BCDA’s acknowledgement of such termination, and in no event later than thirty (30) days from BCDA’s receipt of Customer’s termination notice. Customer’s continued use of the Subscription Service after the effective date of a revision will constitute acceptance of the modified Agreement.
20. ACCESSING AND DOWNLOADING THE APPLICATION FROM ITUNES The following applies to any App Store Sourced Application:
    1. You acknowledge and agree that (i) this Agreement is concluded between you and Company only, and not Apple, and (ii) BCDA (“Company”), not Apple, is solely responsible for the App Store Sourced Application and content thereof. Your use of the App Store Sourced Application must comply with the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the App Store Sourced Application.
    2. In the event of any failure of the App Store Sourced Application to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the App Store Sourced Application to you and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the App Store Sourced Application. As between Company and Apple, any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Company.
    3. You and Company acknowledge that, as between Company and Apple, Apple is not responsible for addressing any claims you have or any claims of any third party relating to the App Store Sourced Application or your possession and use of the App Store Sourced Application, including, but not limited to: (i) product liability claims; (ii) any claim that the App Store Sourced Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.
    4. You and Company acknowledge that, in the event of any third party claim that the App Store Sourced Application or your possession and use of that App Store Sourced Application infringes that third party’s intellectual property rights, as between Company and Apple, Company, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by this Agreement.
    5. You and Company acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of this Agreement as related to your license of the App Store Sourced Application, and that, upon your acceptance of the terms and conditions of this Agreement, Apple will have the right (and will be deemed to have accepted the right) to enforce this Agreement as related to your license of the App Store Sourced Application against you as a third party beneficiary thereof. Without limiting any other terms of this Agreement, you must comply with all applicable third party terms of agreement when using the App Store Sourced Application.
21. Definitions.
    1. “Account Information” means personal information about Customer Users provided to BCDA in connection with the creation or administration of Customer User accounts. For example, Account Information includes names, email addresses, and other profile information associated with a Customer User account. Account Information does not include aggregate or de-identified information compiled from Account Information that does not identify Customer, any Customer User, or any other individual.
    2. “Add-Ons” means optional features and applications developed by BCDA and purchased and included as part of Customer’s subscription.
    3. “Channel Partner” has the meaning given in Section 4.3.
    4. “Confidential Information” means all financial, technical, or business information of the Disclosing Party that the Disclosing Party designates as confidential at the time disclosed to, or learned by, the Receiving Party, or that the Receiving Party reasonably should understand to be confidential based on the nature of the information or the circumstances surrounding its disclosure. For the avoidance of doubt, Confidential Information does not include Customer Content or Account Information.
    5. “Customer Content” means data, information, file attachments, text, images, personally identifiable information, and other content that is (a) uploaded or submitted to the Service by Customer Users; and/or (b) collected by Customer Users from third parties using “web forms” or similar features of the Service. Customer Content does not include usage, statistical, and technical information related to Customer Content that does not reveal the actual contents of the Customer Content.
    6. “Customer Indemnified Parties” has the meaning given in Section 11.1.
    7. “Customer User” means, collectively, all (a) Licensed Users; (b) SysAdmins (regardless of whether or not they are Licensed Users); and (c) any Non-Licensed Users.
    8. “De-identified Data” has the meaning given in Section 3.5.
    9. “Disclosing Party” means the party disclosing Confidential Information to the Receiving Party.
    10. “Infringement Claim” has the meaning given in Section 11.1.
    11. “Licensed User” means a user with certain rights to use the Service on Customer’s behalf. Customer’s SysAdmin(s) may designate any user with a registered BCDA login as a Licensed User.
    12. “Non-Licensed User” means a user with a BCDA login who (a) is not a Licensed User and (b) accepts an invitation to join Customer’s account and have his or her usage managed by Customer’s SysAdmin.
    13. “Order” means (a) an electronic or tangible order form or (b) online order, setting forth commercial details of a subscription to the Service (including any Add-Ons) and the purchase of associated Professional Services (if any), and incorporating this Agreement by reference.
    14. “Partner Apps” means applications developed and owned by third parties for which Customer purchases a license from BCDA under this Agreement and are made available to Customer exclusively in accordance with the terms and conditions of the end user license agreements accompanying them (except that the payment provisions of this Agreement will apply).
    15. “Policies” means the Privacy Policy.
    16. “Privacy Policy” has the meaning given in Section 8.
    17. “Professional Services” means implementation, configuration, integration, training, advisory, and other professional services related to the Service that are specified in an SOW or Order.
    18. “Receiving Party” means the party receiving or accessing Confidential Information of the Disclosing Party.
    19. “Representatives” has the meaning given in Section 7.2.
    20. “Site” means BCDA’s website at http://www.bcdaero.com.
    21. “BCDA Indemnified Parties” has the meaning given in Section 11.2.
    22. “BCDA User Agreement” has the meaning given in Section 18.
    23. “SOW” means a statement of work or similar document that describes Professional Services, establishes the fees for the Professional Services, references this Agreement, and is executed by an authorized representative of each party.
    24. “Service” means BCDA’s internet-delivered flight department management and flight services payment applications.
    25. “SysAdmin” means a user with certain administrative control rights over Customer’s subscription plan.
    26. “Term” has the meaning given in Section 5.2.
    27. “Training Resources” means BCDA’s online training portal and the content therein.
    28. “Work Product” means all software, code, materials, ideas, deliverables, and items that are conceived, made, discovered, written, or created by BCDA’s personnel in connection with providing the Professional Services.