This Online Subscription Agreement is between the entity you represent, or, if you do not designate an entity in connection with a Subscription purchase or renewal, you individually ("you" or "your"), and Squawk Aviation Com (Proprietary) Limited (“Squawk Aviation”, "Squawk", "we", "us", or "our"). It consists of the terms and conditions below and the Offer Details for your Subscription or renewal (together, the "agreement"). It is effective on the date we provide you with confirmation of your Subscription or the date on which your Subscription is renewed as applicable. Key terms are defined in Section 8.
1. Use of Online Services.
a. Right to use. We grant you the right to access and use the Online Services and to install and use the application software (hereinafter referred to as the “APP”) included with your Subscription, as further described in this agreement. We reserve all other rights.
b. Acceptable use. You may use the APP only in accordance with this agreement. You may not reverse engineer, decompile, disassemble, or work around technical limitations in the APP You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters your use of the Online Services. You may not rent, lease, lend, resell, transfer, or host the APP, or any portion thereof, to or for third parties except as expressly permitted in this agreement.
c. Customer Data. You are solely responsible for the content of all Customer Data you have provided. You will secure and maintain all rights in Customer Data necessary for us to provide the Online Services to you without violating the rights of any third party or otherwise obligating Squawk to you or to any third party. Squawk does not and will not assume any obligations with respect to Customer Data or to your use of the APP other than as expressly set forth in this agreement or as required by applicable law.
d. Responsibility for your accounts. You are responsible for maintaining the confidentiality of any non-public authentication credentials associated with your use of the Online Services. You must promptly notify our customer support team about any possible misuse of your accounts or authentication credentials or any security incident related to the Online Services.
2. Purchasing services.
a. Available Subscription offers. The Portal provides Offer Details for available Subscription offers, which generally can be categorized as one or a combination of the following:
(i) Commitment Offering. You commit in advance to purchase a specific quantity of Online Services for use during a Term and to pay upfront or on a periodic basis in advance of use. With respect to additional or other usage (for example, usage beyond your commitment quantity) may be treated as a Consumption Offering. Committed quantities not used during the Term will expire at the end of the Term.
(ii) Limited Offering. You receive a limited quantity of Online Services for a limited term without charge (for example, as a Trial Subscription) or as part of another Squawk offering. Provisions in this agreement with respect to pricing, cancellation fees, payment, and data retention may not apply.
(i) By ordering or renewing a Subscription, you agree to the Offer Details for that Subscription. Unless otherwise specified in those Offer Details, Online Services are offered on an "as available" basis. You may not assign the rights granted under this agreement to a third party for use by that third party in your internal business. If you grant any rights to third parties with respect to the Squawk APP or your Subscription, such third parties will be bound by this agreement and you agree to be jointly and severally liable for any actions of such third parties related to their use of the APP. (ii) Some offers may permit you to modify the quantity of Online Services ordered during the Term of a Subscription. Additional quantities of Online Services added to a Subscription will expire at the end of that Subscription. If you decrease the quantity during a Term, we may charge you a cancellation fee for the decrease in quantity as described below in Section 3.b.
c. Pricing and payment. Payments are due and must be made according to the Offer Details for your Subscription.
(i) For Commitment Offerings, the price level may be based on the quantity of Online Services you ordered. Some offers may permit you to modify the quantity of Online Services ordered during the Term and your price level may be adjusted accordingly, but price level changes will not be retroactive. During the Term of your Subscription, prices for Online Services will not be increased, as to your Subscription, from those posted on the APP at the time your Subscription became effective or was renewed, except where prices are identified as temporary in the Offer Details, or for Previews or third party provided services . All prices are subject to change at the beginning of any Subscription renewal.
(ii) For Consumption Offerings, pricing is subject to change at any time upon notice.
(i) For Commitment Offerings, you may choose to have a Subscription automatically renew or terminate upon expiration of the Term. Automatic renewal is pre-selected. You can change your selection at any time during the Term. If the existing Term is longer than one calendar month, we will provide you with notice of the automatic renewal before the expiration of the Term.
(ii) For Consumption Offerings, your Subscription will renew automatically for additional one-month terms until you terminate the Subscription.
(iii) For Limited Offerings or Trial Subscriptions, renewal may not be permitted.
e. Taxes. Prices are exclusive of any taxes unless otherwise specified on the invoice as tax inclusive. You must pay any applicable value added, goods and services, sales, gross receipts, or other transaction taxes, fees, charges or surcharges, or any regulatory cost recovery surcharges or similar amounts that are owed under this agreement and which we are permitted to collect from you under applicable law. We will be responsible for all taxes based on our net income, gross receipts taxes imposed in lieu of taxes on income or profits, or taxes on our property ownership.
If any taxes are required to be withheld on payments you make to us, you may deduct such taxes from the amount owed to us and pay them to the appropriate taxing authority; provided, however, that you promptly secure and deliver an official receipt for those withholdings and other documents we reasonably request to claim a foreign tax credit or refund. You must ensure that any taxes withheld are minimized to the extent possible under applicable law.
3. Term, termination, and suspension.
a. Agreement term and termination. This agreement will remain in effect until the expiration, termination, or renewal of your Subscription, whichever is earliest.
b. Subscription termination. You may terminate a Subscription at any time during its Term; however, you must pay all amounts due and owing before the termination is effective.
(i) One-Month Subscription. A Subscription having a one-month Term may be terminated anytime without any cancellation fee.
(ii) Subscriptions of more than one-month. If you terminate a Subscription to Squawk Services within 30 days of the date on which the Subscription became effective or was renewed, no refunds will be provided and you must pay for the initial 30 days of the Subscription, but no payments will be due for the remaining portion of the terminated Subscription. If you terminate a Subscription to Squawk Services at any other time during the term, you must pay for the remainder of the Term, and no refunds will be provided.
For all other Online Services, if you terminate a Subscription before the end of the Term, you must pay a fee equal to one-month's Subscription fee. No refunds will be provided for partially unused months.
c. Suspension. We may suspend your use of the Online Services if: (1) it is reasonably needed to prevent unauthorized access to Customer Data; (2) you fail to respond to a claim of alleged infringement under Section 5 within a reasonable time; (3) you do not pay amounts due under this agreement; or (4) you do not abide by the Acceptable Use Policy or you violate other terms of this agreement. If one or more of these conditions occurs, then:
(i) For Limited Offerings, we may suspend your use of the Online Services or terminate your Subscription and your account immediately without notice.
(ii) For all other Subscriptions, a suspension will apply to the minimum necessary part of the Online Services and will be in effect only while the condition or need exists. We will give notice before we suspend, except where we reasonably believe we need to suspend immediately. We will give at least 30 days' notice before suspending for non-payment. If you do not fully address the reasons for the suspension within 60 days after we suspend, we may terminate your Subscription and delete your Customer Data without any retention period. We may also terminate your Subscription if your use of the Online Services is suspended more than twice in any 12-month period.
a. Limited warranty, online Services. We warrant that the Online Services will meet the terms of the SLA during the Term. Your only remedies for breach of this warranty are those in the SLA.
b. Limited warranty exclusions. This limited warranty is subject to the following limitations:
(i) any implied warranties, guarantees or conditions not able to be disclaimed as a matter of law will last one year from the start of the limited warranty;
(ii) this limited warranty does not cover problems caused by accident, abuse or use of the APPs in a manner inconsistent with this agreement or our published documentation or guidance, or resulting from events beyond our reasonable control;
(iii) this limited warranty does not apply to problems caused by a failure to meet minimum system requirements; and
(iv) this limited warranty does not apply to Previews or Limited Offerings.
c. DISCLAIMER. We provide no warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability or fitness for a particular purpose.
(i) Squawk Aviation provides a mechanism through which employable aviators are introduced to potential employers. We are not a registered employment agency and don’t provide any services associated with a registered employment agency.
(ii) Detail and information related to employment vacancies are provided by the potential employer. Squawk does not verify nor validate the completeness, correctness and accuracy of any of the employment vacancy descriptions, candidate qualification and experience requirements nor any other information related to employment vacancies.
(iii) All customer data related to you as a potential employee is provided by you. Squawk does not verify nor validate the completeness, correctness, truthfulness and accuracy of any of the information provided by and related to you as accessed by potential employers.
These disclaimers will apply to the fullest extent permitted under applicable law.
5. Defence of claims.
(i) We will defend you against any claims made by an unaffiliated third party that the APP infringes that third party's patent, copyright or trademark or makes unlawful use of its trade secret.
(ii) You will defend us against any claims made by an unaffiliated third party that (1) any Customer Data, Customer Solution, or services you provide, directly or indirectly, in using the APP infringes the third party's patent, copyright, or trademark or makes unlawful use of its trade secret; or (2) arises from violation of the Acceptable Use Policy.
b. Limitations. Our obligations in Section 5a won't apply to a claim or award based on: (i) any Customer Solution, Customer Data, modifications you make to the APP, or services or materials you provide or make available as part of using the APP; (ii) your combination of the APP with, or damages based upon the value of, Customer Data, data, or business process; (iii) your use of a Squawk trademark without our express written consent, or your use of the APP after we notify you to stop due to a third-party claim; and (iv) your redistribution of the APP to, or use for the benefit of, any unaffiliated third party.
c. Remedies. If we reasonably believe that a claim under Section 5.a.(i) may bar your use of the APP, we will seek to: (i) obtain the right for you to keep using it; or (ii) modify or replace it with a functional equivalent and notify you to stop use of the prior version of the APP. If these options are not commercially reasonable, we may terminate your rights to use the APP and then refund any advance payments for unused Subscription rights.
d. Obligations. Each party must notify the other promptly of a claim under this Section. The party seeking protection must (i) give the other sole control over the defence and settlement of the claim; and (ii) give reasonable help in defending the claim. The party providing the protection will (1) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (2) pay the amount of any resulting adverse final judgment or settlement. The parties' respective rights to defence and payment of judgments (or settlement the other consents to) under this Section 5 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.
6. Limitation of liability.
a. Limitation. The aggregate liability of each party for all claims under this agreement is limited to direct damages up to the amount paid under this agreement for the Online Service during the 12 months before the cause of action arose; provided, that in no event will a party's aggregate liability for any Online Service exceed the amount paid for that Online Service during the Subscription. For Online Service provided free of charge, Squawk’s liability is limited to direct damages up to $1,000.00 USD.
b. EXCLUSION. Neither party will be liable for loss of revenue or indirect, special, incidental, consequential, punitive, or exemplary damages, or damages for lost profits, revenues, business interruption, or loss of business information, even if the party knew they were possible or reasonably foreseeable.
c. Exceptions to limitations. The limits of liability in this Section apply to the fullest extent permitted by applicable law, but do not apply to: (1) the parties' obligations under Section 5; or (2) violation of the other's intellectual property rights.
a. Notices. You must send notices by mail, return receipt requested, to the address below.
Postal address Physical address
Squawk Aviation (Pty) Ltd Squawk Aviation (Pty) Ltd
PO Box 2259 40 Umdoni Downs
Port Alfred Umdoni Drive
South Africa, 6170 Port Alfred
South Africa, 6170
You agree to receive electronic notices from us, which will be sent by email to the account administrator you specify in the Portal. Notices are effective on the date on the return receipt or, for email, when sent. You are responsible for ensuring that the account administrator email address that you specify in the Portal is accurate and current. Any email notice that we send to that email address will be effective when sent, whether or not you actually receive the email.
b. License Transfers and Assignment. You may not assign this agreement either in whole or in part or transfer licenses without Squawk’s consent.
c. Severability. If any part of this agreement is held unenforceable, the rest remains in full force and effect.
d. Waiver. Failure to enforce any provision of this agreement will not constitute a waiver.
e. No agency. This agreement does not create an agency, partnership, or joint venture.
f. No third-party beneficiaries. There are no third-party beneficiaries to this agreement.
g. Applicable law and venue. This agreement is governed by South African law, without regard to its conflict of laws principles. Any action to enforce this agreement must be brought in Gauteng, South Africa. This choice of jurisdiction does not prevent either party from seeking injunctive relief in any appropriate jurisdiction with respect to violation of intellectual property rights.
h. Entire agreement. This agreement is the entire agreement concerning its subject matter and supersedes any prior or concurrent communications.
i. Survival. The terms in Sections 1, 2.e, 3.b, 4, 5, 6, 7 and 8 will survive termination or expiration of this agreement.
j. Force majeure. Neither party will be liable for any failure in performance due to causes beyond that party's reasonable control (such as fire, explosion, power blackout, earthquake, flood, severe storms, strike, embargo, labour disputes, acts of civil or military authority, war, terrorism (including cyber terrorism), acts of God, acts or omissions of Internet traffic carriers, actions or omissions of regulatory or governmental bodies (including the passage of laws or regulations or other acts of government that impact the delivery of Online Services)). This Section will not, however, apply to your payment obligations under this agreement.
k. Contracting authority. If you are an individual accepting these terms on behalf of an entity, you represent that you have the legal authority to enter into this agreement on that entity's behalf. If you specify an entity, or you use an email address provided by an entity you are affiliated with (such as an employer) in connection with a Subscription purchase or renewal, that entity will be treated as the owner of the Subscription for purposes of this agreement.
l. Government customers should consult with Squawk. Government customers should consult with Squawk prior to acceptance. If you are a government customer, before accepting this agreement, you should consult with your Squawk representative to assure full compliance with local laws and governmental procurement processes.
Customer and its Affiliates will provide to Squawk evidence of payment of the appropriate stamp taxes to the appropriate authorities.
Any reference in this agreement to "day" will be a calendar day.
"Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity.
"Consumption Offering", "Commitment Offering", or "Limited Offering" describe categories of Subscription offers and are defined in Section 2.
"End User" means any person you permit to access Customer Data hosted in the Online Services or otherwise use the Online Services, or any user of a Customer Solution.
"Offer Details" means the pricing and related terms applicable to a Subscription offer, as published in the Portal.
"Online Services" means any of the Squawk-hosted online services subscribed to by Customer under this agreement.
"Previews" means preview, beta, or other pre-release version or feature of the Online Services offered by Squawk to obtain customer feedback.
"APP" means a type of application software designed to run on a mobile device facilitating any Online Service (including the Squawk APP).
"Subscription" means an enrolment for Online Services for a defined Term as specified on the Portal.
"Term" means the duration of a Subscription (e.g., 30 days or 12 months).