FLY Online Tools agrees to provide the products above as online Software as a Service to the Subscriber, subject to the following Terms of Service.
Use of the FLY Online Tools service constitutes acceptance and agreement to these Terms of Service.
FLY Online Tools reserves the right to modify the Terms of Service without notice.
You may use our services, provided that you are of legal age to form a biding contract and are not barred from receiving such services under the laws of the United States or other jurisdictions.
In order to access our services, you are required to provide current and factual identification, contact, a credit card account, and other information as part of the registration process.
You are responsible for the confidentiality of your account information and for all activities that occur under your account.
You are solely responsible for all content within your account.
You agree to immediately notify FLY Online Tools of any unauthorized use of your account or any other breach of security.
FLY Online Tools will not be liable for any loss or damage as a result of your failure to provide us with accurate information or to keep your account secure.
Acceptable Use Policy (AUP)
Lawful use of FLY Online Tools Products
In using the Products, Subscribers will comply with, and refrain from violations of, all applicable provisions of the United States Code, the Code of Federal Regulations, including but not limited to those statutes forbidding: (a) distribution of child pornography, (b) forgery, identity theft, misdirection or interference with electronic communications, (c) invasion of privacy, (d) violations of the CANSPAM Act, (e) collection of excessive Subscriber data from children, or other improper data collection activities, (f) securities violations, wire fraud, money laundering, or terrorist activities, or (f) false advertising, propagating or profiting from frauds and unfair schemes. Subscribers will also comply with the affirmative requirements of law governing Network use, including but not limited to: (a) disclosure requirements, including those regarding notification of security breaches, (b) records maintenance for regulated industries, and (c) financial institution safeguards.
Agreed Use of Server Resources
Subscribers shall not use any method to circumvent the provisions of the terms of service, or to obtain services in excess of those for which they contract with FLY Online Tools.
Subscribers shall use only those features that are assigned to them by FLY Online Tools.
Subscribers shall not use any mechanism (e.g. creating multiple FREE accounts under alias names) to exceed the features assigned to them, or to conceal such activities.
You agree that you will NOT use FLY Online Tools services to: violate any applicable state or federal law and regulation, including, but not limited to, any copyright, trademark, patent, anti-piracy, or other intellectual property law or regulation, or encourage or enable others to violate any such law or regulation.
Transmit, distribute, post, store, link, or otherwise traffic in information, software, or materials that is offensive, abusive, inappropriate, malicious, or detrimental, including, but not limited to, those that: Are pornographic, obscene, fraudulent, or discriminatory, including any containing nudity, erotica, profanity, or obscenities.
Invasion of Privacy, Defamation, or Harassment
Subscribers may not use FLY Online Tools information in a manner that would violate the lawful privacy rights of any person, or to publish or republish defamatory statements, or to harass and embarrass.
The foregoing enumeration of violative acts is not meant to be exclusive, and FLY Online Tools provides notice hereby that it has and will exercise its authority to take whatever action is necessary to protect FLY Online Tools, Subscribers, and third parties from acts that would be inimical to the purposes of this AUP as set forth above.
Subscribers will notify FLY Online Tools if and when they learn of any security breaches regarding the Products, and will aid in any investigation or legal action that is taken by authorities and/or FLY Online Tools to cure the security breach.
Remedies for Violations
FLY Online Tools may take any of the following appropriate actions to remedy violations of this AUP:
Service Suspension or Termination
FLY Online Tools may suspend or terminate any account by a Subscriber that violates the provisions of this AUP, as FLY Online Tools may deem appropriate to the circumstances of the violation. FLY Online Tools will provide prior notice of the intent to suspend or terminate service if the provision of notice will not, in FLY Online Tools's judgment, run counter to the purposes of the AUP.
Master Service Agreement
The term of this Agreement shall commence on the date that the Subscriber activates a product for service inside the FLY Online Tools cloud management system.
Fees are billed by FLY Online Tools on a billing cycle specific to the product installed as stated in the FLY Online Tools cloud management system.
All invoices are denominated, and Subscriber must pay, in U.S. Dollars. Subscriber will be billed on or around their renewal date (typically 30 days), with payment due no later than the 10 days past the invoice date.
Payments not made within two (2) days of invoicing will be deemed overdue.
FLY Online Tools will make efforts to notify Subscriber for five (5) days before suspending service.
Suspension for Nonpayment
Payments not made within seven (7) days of invoicing will be deemed in arrears.
If Subscriber fails to settle their overdue account balance, FLY Online Tools may suspend some or all Services to Subscriber for failure to make timely payment.
Subscriber will: Provide and maintain accurate personal and business identifying information, including names, addresses, telephone numbers, and email addresses.
Utilize proper security protocols, such as setting strong passwords, safeguarding access to all logins, passwords.
Make full and timely payment of fees for services as selected pursuant to the terms of service.
Provide FLY Online Tools with accurate information relevant to assessing fees.
Disclaimers and Waiver of Liability
FLY Online Tools DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, REGARDING THE SERVICES PROVIDED HEREUNDER, INCLUDING ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NONINFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT REGARDING HARDWARE, SOFTWARE, OR SERVICES, NOR THE STATEMENT OR CONDUCT OF ANY AGENT OF FLY Online Tools, SHALL BE DEEMED A WARRANTY FOR ANY PURPOSE OR GIVE RISE TO ANY LIABILITY WHATSOEVER. SUBSCRIBER ACKNOWLEDGES THAT HE OR SHE HAS RELIED ON NO WARRANTIES OR STATEMENTS OTHER THAN AS MAY BE SET FORTH HEREIN. SUBSCRIBER HEREBY WAIVES ANY AND ALL CLAIMS AGAINST FLY Online Tools ARISING OUT OF SUBSCRIBER'S PURCHASE OR USE OF THE SOFTWARE, OR ANY CONDUCT OF FLY Online Tools OFFICERS, EMPLOYEES, OR AGENTS. FLY Online Tools SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO SUBSCRIBER OR ANY THIRD PARTY IN ANY AMOUNT, OR FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, UNDER ANY CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, REVENUE OR SAVINGS, LOSS OF GOODWILL, OR THE LOSS OF USE OF ANY DATA, EVEN IF FLY Online Tools HAD BEEN ADVISED OF, KNEW, OR SHOULD HAVE KNOWN, OF THE POSSIBILITY THEREOF. NO DISCLOSURE BY FLY Online Tools's OFFICERS, EMPLOYEES, OR AGENTS, SHALL BE MADE A CAUSE OF LIABILITY. UNDER NO CIRCUMSTANCES SHALL FLY Online Tools's CUMULATIVE LIABILITY HEREUNDER, WHETHER IN CONTRACT, TORT, UNDER STATUTE, OR OTHERWISE, EXCEED THE AMOUNT OF ONE (1) MONTH OF SERVICE PROVIDED PURSUANT TO THIS AGREEMENT. SUBSCRIBER ACKNOWLEDGES THAT THE FEES PAID BY HIM OR HER REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT FLY Online Tools WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS.
Subscriber shall keep confidential any Confidential Information to which it is given access, and shall cooperate with FLY Online Tools's efforts to maintain the confidentiality thereof. Subscriber shall not publish to third parties or distribute information or documentation that FLY Online Tools provides for purposes of operating and maintaining its systems, including material contained in estimates, invoices, work orders, or other such materials.
FLY Online Tools will not deliver to any third party in any way, any information loaded into it's systems without the expressed consent of the Subscriber.
FLY Online Tools will store only encrypted passwords.
Quickbooks Online, Facebook, Twitter, Google +, and other API Logins
FLY Online Tools will use secure OAuth methods to authorize access to other systems. Passwords of other systems, such as Quickbooks Online and Google +, will never be stored on FLY Online Tools servers.
Minimum Service Level
FLY Online Tools servers are continuously monitored.
FLY Online Tools will ensure that their servers and operating software is running 24 hours / day with no more than 2 total hours per month of scheduled maintenance.
Scheduled maintenance and software upgrades will be performed during off-peak hours and usually require less than three (3) minutes of server down time. Bug fixes may be released during peak hours, with an interruption of service of no more than three (3) minutes.
Subscribers will be given a full refund for their monthly payment if their server was offline for more than three (3) hours during the 30 day period of their payment term.
FLY Online Tools will make and hold daily backups of the operating software and Subscriber data.
Subscriber shall comply with all applicable export and import control laws and regulations in its use of FLY Online Tools Services, and, in particular, Subscriber shall not utilize FLY Online Tools Services to export or re-export Data or Software without all required United States and foreign government licenses. Subscriber assumes full legal responsibility for any access and use of FLY Online Tools Services from outside the United States, with full understanding that the same may constitute export of technical data that may implicate export regulations and/or require export license, and represents that, should such a license be required, it shall be Subscriber's responsibility to obtain the same, and in the event of any breach of this duty resulting in legal claims against FLY Online Tools, Subscriber shall defend and hold Licensor harmless from all claims and damages arising therefrom.
Subscriber shall defend, indemnify and hold harmless FLY Online Tools from any and all claims or causes of action arising out of Subscriber's misuse of FLY Online Tools Services.
Either party may terminate this Agreement if the other party fails to cure a material breach of the terms of this Agreement within thirty (30) days after receiving notice thereof. In the event FLY Online Tools terminates this Agreement for Subscriber's material breach, any amounts owed to FLY Online Tools hereunder before such termination will be immediately due and payable, any and all rights granted to Subscriber this Agreement will immediately be cancelled, and Subscriber shall promptly discontinue all use of the Services, relinquish any Confidential Information in Subscriber's possession or control. If FLY Online Tools determines that Subscriber's failure to abide by the terms and conditions of this Agreement may give rise to unlawful consequences or cause an immediate risk of damage to FLY Online Tools, other Subscribers, or third parties, FLY Online Tools may terminate this Agreement on less than thirty (30) days notice.
FLY Online Tools may suspend or terminate Services and this Agreement immediately upon receipt of any lawfully issued notice from a court having jurisdiction over FLY Online Tools, alleging the use of the Services to accomplish violations of law, pending the resolution of the relevant court proceeding. When subjected to lawful process requiring disclosure, FLY Online Tools may disclose the Subscriber's identity and contact information, and FLY Online Tools shall not be liable for damages or results thereof, and Subscriber agrees not to bring any action or claim against FLY Online Tools for such disclosure.
All terms of this Agreement, which by their nature are intended to survive termination of this Agreement, shall so survive.
Either party shall be excused from performing hereunder to the extent that it is prevented from performing as a result of any act or event which occurs and is beyond its reasonable control, including, without limitation, acts of God, war, weather, utility or telecommunications outages, unrest or riot, strikes any action of a governmental entity, etc.; provided that the party experiencing the force majeure provides the other with prompt written notice thereof and uses reasonable efforts to remedy effects of such force majeure.
Choice of Law, Venue, Consent to Email Service and Waiver of Hague Convention Service Formalities
Any claim arising under this Agreement shall be construed in accordance with the substantive and procedural laws of the State of Delaware, without regard to principles of conflict of laws. Subscriber consents to the jurisdiction of the State of Delaware. Subscriber consents to service of process via Domestic or International First Class Certified Mail and/or email at the land and email addresses set forth in the signature line below, and waives any requirement under the Hague Convention or other judicial treaty requiring that legal process be translated into any language other than English.
Integration and Miscellaneous Provisions
This Agreement, including all related agreements and policies incorporated by reference herein, constitutes the entire agreement between the parties related to the subject matter hereof, supersedes any prior or contemporaneous agreement between the parties relating to FLY Online Tools's Services and shall not be modified except by a written agreement signed by both parties, specifically recording the intent to amend this Agreement. Any waiver of a provision of this Agreement must be in writing and signed by the party to be charged. A valid waiver hereunder shall not be interpreted to be a waiver of that obligation in the future or any other obligation under this Agreement. If any provision of this Agreement is prohibited by law or held to be unenforceable, the remaining provisions hereof shall not be affected, and this Agreement shall continue in full force and effect as if such unenforceable provision had never constituted a part hereof. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Agreement may be signed electronically.