BY SELECTING THE "ACCEPT" CHECKBOX
ASSOCIATED WITH THIS AGREEMENT, YOU ARE CONSENTING TO BE BOUND BY AND
ARE BECOMING A PARTY TO THIS ARINCDirect eAPIS Service Agreement.
IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT
DO NOT SELECT THE "ACCEPT" CHECKBOX ASSOCIATED WITH THIS AGREEMENT
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ARINCDirectsm eAPIS Service Agreement
Rev. 1 - 31 Dec 2013
is made between ARINC Incorporated (“ARINC”) and you,
the customer-user ("Customer") of ARINC’s electronic
Advance Passenger Information System (“eAPIS”)
SERVICE TERMS AND
Customer agrees to purchase and pay ARINC for eAPIS Services (“eAPIS
Service”) and agrees that its use of the eAPIS Service shall be
governed by and subject to the terms of this Agreement. Customer understands
that access to the eAPIS Service is subject to the terms and conditions
of the appropriate government agency. U.S. Customs and Border Protection/Department of Homeland Security
(“CBP”) can be found at https://eapis.cbp.dhs.gov/ and Customer agrees with such terms as a condition
of use of the eAPIS Service.
1.1 Service Description
The eAPIS Service will enable Customer to complete and file an eAPIS
with the appropriate government agency through ARINCDirect inlink directly from
the NBAA website to a secure website co-branded “NBAA and ARINCDirect”
for CBP format compliant format
The eAPIS Service is hosted on ARINC
servers located in Annapolis, Maryland. Customer will connect
to the National Business Aviation Association (NBAA) server over the
public internet. Such connections shall be redirected from the
NBAA website to the secure ARINC website where Customer will identify
themselves for authentication, using a login ID and password.
The eAPIS Service will provide a capability
to create, edit, or delete travelers, and tag them as crew if appropriate.
Customer information submitted via the eAPIS Service will be captured
through a web interface and stored in the Customer’s unique account.
Additionally, all aircraft information, tail number, aircraft colors,
aircraft type will be stored.
The information submitted through
the eAPIS Service by the Customer will be available as an eAPIS report
or “manifest”. This report may be faxed, emailed, or printed
directly from the ARINC website.
The CBP confirmation email will be
stored in Customer’s account, and may also be automatically forwarded
to multiple emails and/or fax machines upon ARINC’s receipt of the
CBP confirmation email. As of this revision, only the U.S. CBP provides confirmation
emails. Other government agencies do not.
Customer will be able to access and
view the status of submissions through the eAPIS Service at any time
via a status page on the ARINC website for the eAPIS Service. Customer
will be able to determine whether a submission via the eAPIS Service
has been completed, and if a CBP confirmation has been received.
Operational and Technical Support
ARINC will provide:
24 x 7 telephone support for the eAPIS service.
2. TERM OF SERVICE:
This Agreement shall continue until terminated. Either Party
may terminate service at any time, for any reason, with thirty (30)
days advance written notice.
3. SERVICE CHARGES
AND PAYMENTS: Customer shall be invoiced monthly and
agrees to pay charges for eAPIS Services utilized by Customer and identified
on the ARINCDirect invoice. Pricing appearing in this agreement is
subject to change at ARINC’s discretion.
eAPIS filing, per government agency. Unlimited changes may be made to any eAPIS filing
at no charge, except that changes in city pair or local departure date
will be treated as a new and separate eAPIS filing and charged as such.
4. Password and Access to the Service: Customer shall create a login ID and password to access the Service. The Customer must keep this password private and confidential. The Customer shall be responsible for all use of the Service accessed through its password(s) and any passwords created by or on behalf of Customer for additional authorized access to the Service. Customer is solely responsible for protecting its password and for any authorized or unauthorized use of the password. Customer further certifies that they are in compliance with all applicable laws and regulations and agree to comply with the following security conditions and requirements:
a. Customer agrees to immediately notify ARINC of any unauthorized use of the password, or account or any other breach of security of which Customer becomes or is aware.
b. Customer agrees to properly close out (logoff) of his/her eAPIS account at the end of each session.
c. ARINC ASSUMES NO LIABILITY
FOR ANY LOSS OR DAMAGE ARISING FROM THE USER'S FAILURE TO COMPLY WITH
THESE CONDITIONS AND REQUIREMENTS.
5. Payment Provisions: ARINC will issue Customer an invoice for Services used to the address first provided by Customer unless Customer provides a different address in writing. Invoices shall be payable net thirty (30) days upon receipt. Customer shall have ninety (90) days from the date of the invoice to report errors to ARINC in writing, after which time all charges shall be deemed correct and due ARINC.
5.1 ARINC reserves the right to modify Service Charges from time to time by providing notice on the Customer login page. Service Charge modifications shall be effective for all Services provided to Customer on the effective date specified on the notice; such effective date shall not be less than sixty (60) days subsequent to the notice posting date. If Customer chooses not to accept the revised pricing, Customer may terminate the service at any time by providing notice to ARINC. Any amendment or modification to the Service Charges applies only from the date on which it is included in the Agreement. Customer is under no obligation to accept the new Service Charges and may terminate this Agreement in the event Customer chooses not to accept such new or modified terms and conditions. However, Customer agrees to be bound by such new or modified Service Charges if, after receiving notice, Customer continues using the eAPIS Service and does not terminate the Agreement.
5.2 Customer shall be responsible and pay all applicable sales, use, gross receipts, franchise, personal property, or other taxes or fees (collectively, “Taxes”) associated with the Service, except any taxes measured by the income of ARINC. Customer shall reimburse ARINC for the full amount of any such Taxes paid by ARINC. At ARINC’s request, Customer shall submit to ARINC proof of its payment of, or any applicable exemption from, such Taxes.
5.3 Late Payments: Any payments, including those for Taxes paid by ARINC, that are not paid when due will bear interest from the due date until paid in an amount equal to 1.5% per month, plus any penalties, reasonable attorney fees, and other costs of collection. All payments will be applied first to pay costs of collection, then to accrued and unpaid interest, and then to pay any outstanding/past amounts due.
6. Intellectual Property Rights: All text, software (including source and object codes), visual, oral or other digital material, advice, counseling, information, data, and all other content of any description available through or included in the eAPIS Service (collectively, the "Content"), and all world-wide copyrights, trademarks, service marks, patents, patent registration rights, trade secrets, know-how, database rights, and all other rights in or relating to the Content and Service (collectively, the "Intellectual Property") are owned by ARINC or its licensors. Customer may only use the Content, Service, or Intellectual Property as expressly permitted in this Agreement and for no other purposes.
7. Grant of License, Confidentiality: ARINC grants Customer a personal, temporary, nonexclusive, nonassignable and nontransferable license to use the eAPIS Service for the duration of this Agreement solely for Customer’s own internal business purposes, and not for redistribution to third parties. Customer expressly acknowledges that any intellectual property rights not expressly granted herein are expressly reserved to ARINC and/or its suppliers. ARINC and Customer acknowledge that, each Party may have access to certain information and materials relating to the other Party’s business plans, practices, operations, methods, software technology, and marketing strategies (“Confidential Information”), which is confidential, proprietary and of substantial value to the Parties. Each Party agrees that it shall not disclose the other Party’s Confidential Information, to any third party who does not have a need to know for purposes of performing its obligations under this Agreement, and will take every reasonable precaution to prevent the disclosure of such Confidential Information. This provision will not apply to information which is in the public domain, is previously known to the receiving Party without obligation of confidentiality, is independently developed by the receiving Party or is obtained by the receiving Party from a third party that does not have an obligation to keep the information confidential, or information required to be disclosed pursuant to a valid court order or subpoena, at which time the disclosing Party will give prior written notification of such order or subpoena to the other Party. Customer acknowledges that ARINC collects and retains data of a non-proprietary nature and Customer consents to the use of such data by ARINC to provide or improve the Services. The provisions of this section shall survive termination or expiration of this Agreement for a period of 1 year. Upon the expiration or termination of this Agreement, ARINC shall promptly return or destroy, as applicable, all information, documents, manuals and other materials belonging to the Customer, including, without limitation, all Confidential Information.
8. Indemnity: Customer agrees to defend, indemnify and hold harmless ARINC, including its officers, agents, affiliates, employees, licensors, and service providers, from any and all claims, liability, and expenses, including reasonable attorneys' fees, for bodily injury or property damage, relating to or arising out of Customer’s use of the eAPIS Service except for ARINC’s gross negligence or willful misconduct.
Subject to Section 10, ARINC agrees to defend, indemnify and hold harmless Customer against losses as a result of any claim or action against Customer based directly on (a) any allegation that the ARINC trademark infringes any trademark right of a third party or that the ARINC technology used to deliver eAPIS Service infringes any patent or copyright, or misappropriates any trade secret, of a third party, or (b) subject to Section 8 herein, any unauthorized use or unauthorized disclosure by ARINC of Customer’s Confidential Information unless such disclosure is required by law or mandate or is required to comply with the obligations of this Agreement. The obligation in part (a) above does not apply with respect to the ARINC technology or any part thereof: (i) which is modified by Customer; or (ii) which is combined with other products outside of the eAPIS Service. ARINC reserves the right to terminate Customer’s access to the eAPIS Service in the event ARINC receives notification from a third party of any claimed infringement and in such event will use commercially reasonable efforts to implement modifications to the ARINC technology that would avoid the alleged infringement.
9. Limitation of liability: NEITHER ARINC NOR ANY OF ITS LICENSORS SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THE SERVICE, CONTENT OR THIRD-PARTY MATERIALS THEREIN INCLUDING, WITHOUT LIMITATION, RELATING TO COMPUTER VIRUSES OR CUSTOMER USE OR INABILITY TO USE THE SERVICE OR CONTENT; ANY ERRORS, OMISSIONS OR DEFECTS IN THE SERVICE OR CONTENT; LOSSES FROM INTERRUPTION, TERMINATION OR FAILED OPERATION OF THE eAPIS SERVICE; OR ANY BREACHES OF SECURITY WITH RESPECT TO ANY CUSTOMER INFORMATION. THE CHARGES FOR SERVICES PROVIDED AND THE TERMS OF THIS AGREEMENT REFLECT THE ALLOCATION OF RISK ASSUMED BETWEEN THE PARTIES HERETO.
10. DISCLAIMER OF WARRANTIES: Customer acknowledges that elements of the eAPIS Service are provided by third parties, governmental agencies, other users or the Customer and that the ARINC Service provides a communication link only and therefore ARINC has no control over the content or data transmitted therein. It is understood and agreed that any Services provided to Customer pursuant to this Agreement are advisory in nature and ARINC makes no warranties or representations as to the accuracy, truthfulness, usefulness, effectiveness, timeliness or reliability of data transmitted via the Service, or security of the Service, and assumes no liability or responsibility therefore. CUSTOMER EXPRESSLY AGREES THAT USE OF THE eAPIS SERVICE IS AT CUSTOMER’S SOLE RISK. THE eAPIS SERVICE AND CONTENT ARE AVAILABLE STRICTLY ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.
11. New Services, Terms and Third Party Restrictions: Customer understands that elements of the eAPIS Service are obtained from CBP and other government agencies who impose certain terms and restrictions upon, and limitations of liability from, end users. Such terms, restrictions and limitations of liability are included herein. Customer further understands and agrees that ARINC may add new Services and terms associated with them. Therefore, such terms, restrictions and limitations of liability may be amended from time to time. Any amendment or modification applies only from the date on which it is included in the Agreement and any amended dispute resolution procedures do not apply to any dispute of which the parties had actual notice on or prior to the date of such amendment. Customer is under no obligation to accept such terms and may terminate this Agreement in the event Customer chooses not to accept such new or modified terms and conditions. However, Customer's continued use of the Service following notice of any amendment(s) constitutes Customer’s consent to be bound thereby. In the event Customer elects not to be bound by any amendment(s), Customer shall notify ARINC within five (5) days after its receipt of the amendment(s) and the Service shall be terminated immediately thereafter.
12. Choice of Law: This Agreement shall for all purposes be governed, interpreted, construed and enforced solely and exclusively in accordance with the law of the State of Maryland, USA, without regard to conflicts of law provisions thereof.
13. Severability and Survival: If any provision of this Agreement is determined to be invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and all other provisions shall remain in full force and effect.
14. Modification and Termination: ARINC and the appropriate government agency may modify, suspend, discontinue, delete, or restrict the use of any portion of the eAPIS Service or Content at any time without notice or liability. ARINC may reasonably deny access to Customer or any other user at any time. Any amendment or modification applies only from the date on which it is included in the contract and any amended dispute resolution procedures do not apply to any dispute of which the parties had actual notice on or prior to the date of such amendment. Customer is under no obligation to accept such terms and may terminate this Agreement in the event Customer chooses not to accept such new or modified terms and conditions. However, Customer agrees to be bound by such new or modified terms and conditions if, after receiving notice, Customer continues using the Service and does not terminate the Agreement.
15. Laws: By choosing to access the eAPIS Service from any location other than the United States, Customer accepts full responsibility for compliance with all local laws related to use of the eAPIS Service, if applicable. The Content may not be legal or appropriate to use outside the United States. Customer is also subject to United States export controls and is responsible for any violations of United States embargoes or other federal rules and regulations restricting exports.
16. Assignment: Neither Party may assign this Agreement in whole or part without the consent of other, such consent not to be unreasonably withheld, except that ARINC may assign this Agreement to any subsidiary affiliate or successor pursuant to a merger or acquisition without Customer’s consent by providing notice to the address first set forth herein.
17. Acceptance of Terms: Customer understands that, if Customer is dissatisfied with the eAPIS Service, Customer’s sole and exclusive remedy is to discontinue using the Service.