ePlane - Terms of Use

Updated: December 2020

ePlane USA Inc. and its affiliates (referred to here as "ePlane," "we," "us," "our") provides its platform through its website located at https://www.eplane.com/ (the "Website") and related services (collectively, such services, including any new features and applications, and the Website, the "Service(s)"), subject to the following Terms of Use (as amended from time to time, the "Terms of Use" or "TOU"). The following Terms of Use set forth the legally binding terms governing your use of the Website and the Services. Your right to use the Services is expressly conditioned on acceptance of these Terms of Use. ePlane reserves the right to modify these TOU at any time. Your continued use of the Service after the date any such changes become effective constitutes your acceptance of the new Terms of Use.
In addition, when using certain services, you will be subject to any additional terms applicable to such services that may be posted on the Website from time to time, including, without limitation, the Privacy Policy located at https://www.eplane.com/about/privacy (the "Privacy Policy"). All such terms are hereby incorporated by reference into these Terms of Use.

1. Access and Use of the Services.

1.1 Services Description. The Service is designed to provide owners of aircrafts airplanes spare parts and related goods (respectively, the "Sellers" and the "Goods"), a convenient platform (the "Platform") for offering, managing, organizing and communicating with potential buyers (the "Buyers") and third party vendors and suppliers (the "Vendors"). Sellers may use the Service to display, promote and sell Goods and provide related services to Buyers and to better manage their operations with Buyers. Buyers may use the Service to find and purchase Goods and services.

1.2 Registration. To use the Services, you must register by creating an account (the "Account") using your email address and a password. A confirmation of the activation of your Account will be sent to you to the indicated email address. Only legal entities and physical persons are allowed to be a member of the Website. You are solely responsible for keeping your password secret and secure and you agree to provide us with truthful and correct information about you as required by the registration process or subscription and update this information promptly as needed to ensure that it remains fair and complete. You must notify us immediately of any breach of security or unauthorized use of your Account. A member account and/or a subscription is not transferable. ePlane reserves the right to refuse the registration of a member for any reason ePlane deems reasonable.

1.3 Subscription. If you subscribe to any monthly or annual paying plan ("ePlane PRO"), you undertake to pay us the applicable fees (as may be amended by us from time to time subject to reasonable prior notice) and to agree to terms specific to ePlane PRO. Failure to pay these fees will result in the termination of your subscription. In order to avoid interruption in your Services' use, you authorize us to store and continue billing your credit card or any other payment method, even after it has expired. If you purchase a subscription, the payment method you have chosen, will automatically be charged ahead of each subscription term for the fees relevant to such period. You may cancel your subscription at any time; however, any amount paid in relation with your subscription is non-refundable. Your subscription to ePlane Pro is personal and you undertake to limit the number of the Services' users in accordance with the guidelines provided by us upon subscription or later on. Any breach of such guidelines or of these TOU will allow us to suspend or terminate your subscription and/or account, in addition to any other available remedy.

1.4 Modifications to Service. ePlane reserves the right to modify or discontinue the Service (or any part thereof), temporarily or permanently, with or without notice. You agree that ePlane will not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

1.5 General Practices Regarding Use and Storage. You acknowledge that ePlane may establish general practices and limits concerning use of the Service, including without limitation the maximum period of time that data or other content will be retained by the Service and the maximum storage space that will be allotted on ePlane's servers on your behalf. You agree that ePlane has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the Service. You acknowledge that ePlane reserves the right to terminate accounts that are inactive for an extended period of time.

2. Condition of Use.

2.1 ePlane's Platform. ePlane is merely an intermediator and is not a party to any agreement between Sellers, Buyers, Vendors or other Third Parties. All dealings are solely between the respective parties and ePlane will have no liability for any interactions therein. ePlane is not responsible for any contracts or proposals that Sellers upload to the Service other than making such contracts available for review on its Website. You acknowledge and agree that ePlane is not a party to (though it may be an intended third party beneficiary of) any agreements executed between Sellers, Buyers, Vendors or other Third Parties, and the formation of such agreements will not, under any circumstances, create an employment or other service relationship between ePlane and such parties, and ePlane will have no liability under any such agreements. Your interactions with other Sellers or Buyers are at your sole risk. ePlane will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any Seller or Buyer, or for any personal injuries, death, property damage, or other warranties, damages or expenses resulting from your interactions herein. ePlane may facilitate payments between Buyers and Sellers via Stripe. ePlane has no control over and does not guarantee the existence, quality, safety, or legality of any Goods or any services advertised by Sellers; the truth or accuracy of any advertisements; the ability of Sellers to sell Goods or services; the ability of Buyers to pay for any Goods or services; or, the completion of any transaction on the Website. ePlane does not warrant or guarantee that any Goods or services offered through the Service will meet a Buyer's requirements.

2.2 Stripe. If the Seller and the Buyer elect to use Stripe to pay any Goods or services, such payment shall be governed by the Stripe Connected Account Agreement, which is incorporated in the Stripe Services Agreement (collectively, the "Stripe Terms") which can be found at https://stripe.com/ssa. By accepting these Terms of Use, you agree to be bound by the Stripe Terms, as may be amended by Stripe from time to time. In order to be able to pay using Stripe, you agree to provide ePlane the most updated requested information, and you authorize ePlane to share such information with Stripe in order to consummate the transaction and any future transactions on the Platform. Any applicable payment commission whether due to ePlane or to Stripe will be withheld upon processing of the payment on Stripe and by using such service you agree to such withholding. Such commission, if any, will be indicated to the Seller.

2.3 User Conduct. By using the Services you are representing that you have the right, power and legal capacity to enter into a binding agreement and are not otherwise prohibited from using or receiving the Services pursuant to any applicable laws of the local or national jurisdiction from which you are accessing or using the Services. You further agree not to use the Services for any illegal or unauthorized purpose and in accordance with the terms set forth by these Terms of Use, the Website's policies and any applicable laws, rules and regulations. Without derogating of the foregoing, you agree to fully comply with: (i) all applicable laws regarding online conduct and with respect to your activities in the Website and your content; (ii) all export control laws, regulations, and related administrative requirements of the country of your residence and any relevant jurisdictions. Without derogating of these terms, you further agree that you will not engage, under any circumstances whatsoever, in any export transaction prohibited by your respective national export control laws and regulations. If you are a Seller using the Services you further agree, represent and warrant that: (i) you shall be solely responsible for compliance with all applicable export control compliance and shall obtain the necessary export control license and any other certificates and authorizations required according to the laws of any applicable jurisdiction, including your country of residency; (ii) you will conduct a proper “Know your Customer” procedure and will not export Goods to a party sanctioned by your national government; (iii) the Goods offered by you are and will at all times: (a) comply with any applicable laws, rules or regulations, including without limiting the export control under the Export Administration Regulations (“EAR”); (b) shall not consist bogus or counterfeit parts; (c) shall not be subject to the International Traffic in Arms Regulations (“ITAR”) and (d) if the Goods are promoted via other platforms (i.e. third party web sites, Seller's web site or marketing materials, etc.) the Goods pricing quoted on ePlane's Platform will not be higher than the pricing quoted on such other platforms. You are solely responsible for your conduct and any data, text, information, screen names, graphics, photos, profiles, audio and other media, links or any other content that you submit post or display on the Website and will not publish any data which may be considered as technical data (i.e. drawings, descriptions of manufacturing process, etc.), unless you explicitly certify that such data is in the public domain. As a Seller, you agree to deliver the items that have been purchased unless the material conditions of delivery are not met. You agree not to modify, adapt or hack the Website or modify another website so as to falsely imply that it is associated with ePlane. You agree not to solicit, harass or impersonate ePlane users. Furthermore, while ePlane discourages certain conduct and content on the Website, you acknowledge and agree the Website is a venue and as such is not responsible for the content posted on it. You agree to use the Website and use the Service at your own risk. You are solely responsible for any information you provide to ePlane or other users in the registration, in the listing process (which may include items, item descriptions, messaging text, newsletters, photographs, audio, video and descriptions, content and any other information submitted via the Website, in any messaging service on the Website, in any public message area (including forums or feedbacks), or through any email feature ("Content"). ePlane shall bear no liability whatsoever in respect of any of your Content and "Your Activities" which includes, for example, listing items, posting comments and/or blogging, providing feedback and the like, email, selling and buying products, communication with a party to a transaction etc. ePlane reserves the right to investigate and take appropriate legal action against anyone who, in ePlane's sole discretion, violates this provision, including without limitation, removing Content from the Service, suspending or terminating the account of such violators and reporting you to the law enforcement authorities.

2.4 You agree to not use the Service to: (A) upload any Content that: (i) you do not have a right to upload under any law or under contractual or fiduciary relationships; (ii) poses or creates a privacy or security risk to any person; (iii) constitutes unsolicited or unauthorized advertising, promotional materials, commercial activities and/or sales, "junk mail," "spam," "chain letters," "pyramid schemes," "contests," "sweepstakes," or any other form of solicitation; or in the sole judgment of ePlane, is objectionable or which restricts or inhibits any other person from using or enjoying the Service, or which may expose ePlane or its users to any harm or liability; (B) harass, stalk or abuse another user of the Website; (C) be false, misleading, untruthful or inaccurate, defamatory, trade libelous, unlawfully threatening or unlawfully harassing, harmful, abusive, vulgar, promote violence, racial hatred terrorism or illegal acts; (D) be fraudulent or involve the sale of illegal, counterfeit, stolen items or items which violate the Terms of Use in any way; (E) infringe any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity; (F) violate any law, local, state, federal or international law, statute, ordinance or regulation; (G) contains software viruses, worms, trojan horses, time bombs, trap doors or any other computer code, files or programs or repetitive requests for information designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or to diminish the quality of, interfere with the performance of, or impair the functionality of the Website or the Service; or (H) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service; impersonate any person or entity, or falsely state or otherwise misrepresent your credentials or your affiliation with a person or entity. You agree to comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our Service and your listings, purchases, solicitation of offers, and sale of items, if and to the extent applicable.

2.5 Fees. If you are required to pay any fees for our Services, or you are a Buyer paying a Seller for Goods or services via the Service, you may be required to provide information regarding your credit card or other payment instrument. You represent and warrant to ePlane that such information is true and that you are authorized to use the payment instrument. You will promptly update your Account information if needed (for example, a change in your billing address or credit card expiration date). If you dispute any charge by ePlane you must notify ePlane within thirty (30) days from the disputed payment. If as a Buyer you dispute any charges by a Seller, you must contact the Seller directly. As a Seller, if you agree to refund any fees to a Buyer, you are responsible and will pay ePlane (and ePlane may retain) any direct transaction costs associated with such a refund. You shall be responsible for all taxes associated with the services other than taxes based on ePlane's net income.

3. Intellectual Property.

3.1 You hereby grant to ePlane the right to use your trademark, logo and Content in promotional campaign in all forms of media. You expressly agree that ePlane is allowed to use your trademark, logo and Content in marketing materials and on its website and to identify you as a customer. Service Content, Software and Trademarks: You acknowledge and agree that the Service may contain content, data or features ("Service Content") that are protected by copyright, patent, trademark, trade secret or other proprietary rights and laws. Any use of the Services or the Service Content other than as specifically authorized herein is strictly prohibited. The technology and software underlying the Service or distributed in connection therewith are the property of ePlane and its affiliates and licensors (the "Software"). You agree not to copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, or otherwise transfer any right in the Software. Any rights not expressly granted herein are reserved by ePlane. Nothing herein shall be constructed as granting, by implication, estoppel, or otherwise, any license or right to use any of ePlane Trademarks displayed on the Service. All goodwill generated from the use of ePlane Trademarks will inure to our exclusive benefit.

3.2 Submissions. In connection with any content that you post on or through the Service or the Website (each, a "Submission") you agree that such Submissions are intended for public display on the Website and hereby grant ePlane a worldwide, non-exclusive, perpetual, irrevocable, unrestricted, royalty-free, sub-licensable and transferable license to store and publicly display the Submissions, including for removal of doubts any designs, images and prints of such designs (in each case directly or through subcontractors), for the purposes of providing or promoting the Service without compensation, liability or notice to you.

3.3 Transactional Information. You acknowledge that ePlane has or may have access to information about transactions concluded on the Platform, including the identity of the parties, description of the Goods, the terms of the transaction to the extent available to ePlane and any other information which the parties may exchange while using the Services and which ePlane processes and has access to as part of the provision of its Services (“Transactional Information”). ePlane commits to keep such information strictly confidential and to the extent the Transactional Information includes personal data, to process such personal data according to the Privacy Policy. You hereby grant ePlane a worldwide, non-exclusive, perpetual, irrevocable, unrestricted, royalty-free, sub-licensable and transferable license to use aggregated anonymized information about the Services and the Transactional Information, in order to provide you and our community of users with statistical data and business analysis. We will never identify a specific party and/or publish any details of any transaction which may identify a party, without obtaining the explicit written consent of all parties involved in that transaction.

3.4 Third Party Materials. Under no circumstances will ePlane be liable in any way for any content or materials of any third parties (including users), including, but not limited to, for any errors or omissions in any content, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that ePlane does not pre-screen content, but that ePlane will have the right (but not the obligation) in its sole discretion to refuse or remove any content that is available via the Service if we reasonably determine such action is appropriate to prevent errors or any other harm with respect to the Services, it violates this Agreement or our policies, or to avoid or limit our liability. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

3.5 Copyright Infringement Policy. ePlane is committed to protecting the rights of copyright rights holders and seeks to comply with all applicable laws and regulations regarding the protection of intellectual property. If you are a copyright owner or an agent thereof and believe that any user submission or other Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing our Copyright Agent with the following information in writing (see 17 U.S.C. § 512(c)(3) for further detail): (i) A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works within the Service are covered by a single notification, a representative list of such works that appear within the Service; (iii) Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material; (iv) Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number, and, if available, an electronic mail; (v) A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. ePlane will process any notices of alleged copyright infringement and will take appropriate actions under the DMCA. Upon receipt of notices complying with the DMCA, ePlane will act expeditiously to remove or disable access to any material claimed to be infringing or claimed to be the subject of infringing activity and will act expeditiously to remove or disable access to any reference or link to material or activity that is claimed to be infringing. ePlane may notify the owner or administrator of the affected Content so that he or she can make a counter-notification pursuant to his or her rights under the DMCA. If you receive such a notice, you may provide counter-notification in writing to ePlane's designated agent (the "Designated Agent") that includes the information below. To be effective, the counter-notification must be a written communication that includes the following: (i) Your physical or electronic signature; (ii) Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled; (iii) A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and (iv) Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a Federal District Court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which ePlane may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person. Notices of claimed infringement and counter-notifications should be directed to the Designated Agent by emailing all required documentation to: support@eplane.com with the words "Attn Copyright Infringement Designated Agent" in the subject line.

3.6 Third Party Websites. The Service may provide, or third parties may provide, links or other access to or linking with information included in other sites and resources on the Internet. ePlane has no control over such sites and resources and ePlane is not responsible for and does not endorse such sites and resources. You further acknowledge and agree that ePlane will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any content, events, goods or services available on or through any such site or resource. To the extent you choose to link, or provide access to ePlane with any third party site or service, you agree that such information will be handled and used in accordance with ePlane’s Privacy Policy.

4. Indemnification. You agree to indemnify, defend and hold ePlane, its affiliates, shareholders, officers, employees, agents and representatives harmless from and against any and all claims, loss, damage, tax, liability and/or expense, including but not limited to legal costs made by any third party due to or arising out of your breach of these Terms of Use, the Privacy Policy or any other policy documents and community guidelines as may be posted on the Website from time to time, or your violation of any law or the right of a third party. If you are a California resident, you waive California Civil Code Section 1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." If you are a resident of another jurisdiction, you waive any comparable statute or doctrine.

5. Service Disclaimer. Eplane takes commercially reasonable efforts to provide the services on an on-going basis, however, for number of reasons, the services may be inaccessible, unavailable or inoperable from time to time. This may result of: (i) periodic maintenance or repairs; (ii) equipment malfunctions; (iii) network attacks or other hostile actions; or (iv) other reasons beyond eplane's control. Please note that these circumstances or others may affect the availability of the services and as such, availability is not 100% guaranteed. In addition, as the internet is inherently insecure medium and the transmission of data over the internet is subject to possible loss, errors, interception or alteration while in transit, eplane does not assume any liability for any damage you may experience or costs you may incur as a result of any loss, errors interceprtion or alteration of tranmissions over the internet. While we take commercially reasonable efforts to safeguard the privacy of your information in accordance with eplane's privacy policy, in no event will the information you provide be deemed to create any fiduciary obligations to you on eplane's part, or result in eplane being liable to you if such information is inadvertently released to, or accessed by any third party.

6. Disclaimer of Warranties. Eplane's website and services are provided "As is" and without any warranty or condition, express, implied or statutory. Eplane disclaims any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Eplane doest not warrants that the services or the website will be uninterrupted or error-free, that the services will meet your requirements or that any defects in the service will be corrected. There may be delays, omissions and interruptions in the availability of the website.

7. Beta Version; Limitation of Use. Please note that the services are currently being provided in their beta version, the features of which have not been fully implemented or refined. As with any beta version, the services currently constitute a work in progress and as such, there may be unresolved issues.

8. Limitation of Liability. You expressly understand and agree that eplane will not be liable for any indirect, incidental, special, consequential, exemplary damages, punitive damages, or damages for loss of profit including but not limited to, damages for loss of goodwill, use, data or other intangible losses (even if eplane has been advised of the possibility of such damages), whether based on contract, tort, negligence, strict liability or otherwise, resulting from: (i) the use or the inability to use the services; (ii) the cost of procurement of substitute goods and services resulting from any goods, data, information or services purchased or obtained or messages received or transactions entered into through or from the services; (iii) unauthorized access to or alteration of your transmissions or data; (iv) statements or conduct of any third party on the services; or (v) any other matter relating to the service. In no event will eplane’s total liability to you for all damages, losses or causes of action exceed the amount of up to usd$ 100. If you are dissatisfied with any portion of the services or with these terms of use, your sole and exclusive remedy is to discontinue use of the service.

9. Acknowledgment. Each party recognizes and agrees that the warranty disclaimers and liability and remedy limitations in this agreement are material, bargained for bases of this agreement and that they have been taken into account and reflected in determining the consideration to be given by each party under this agreement and in the decision by each party to enter into this terms of use.

10. Disputes and Governing Law. In the event a dispute arises between you and ePlane, please email ePlane at: support@eplane.com and we will work quickly towards a solution. Any dispute between you and ePlane shall be attempt to be resolved in a spirit of cooperation without formal proceedings and if not resolved amicably shall be finally settled by the competent courts of New York, New York, sitting without a jury and the parties hereby irrevocably submit to the jurisdiction of such courts. These Terms of Use shall be construed and interpreted in accordance with the laws of the State of New York excluding its conflict of law rules. You agree that any cause of action arising out or related to the Website or these Terms of Use must begin within 12 months after the cause of action arose. Otherwise, the action is barred.

11. Termination.

11.1 Termination by ePlane. You agree that ePlane, in its sole discretion, may suspend or terminate your Account (or any part thereof) or use of the Services and remove and discard any content within the Services, for any reason, including, without limitation, for lack of use or if ePlane believes that you have violated or acted inconsistently with the letter or spirit of these Terms of Use. You agree that any termination of your access to the Services under any provision of this Terms of Use may be effected without prior notice, and acknowledge and agree that ePlane may immediately deactivate or delete your Account and all related information and files in your Account and/or bar any further access to such files or the Services. Further, you agree that ePlane will not be liable to you or any third party for any termination of your access to the Services

11.2 Termination by you. You can remove your profile at any time by deleting your Account. However you will not be entitled to to be refunded of any payment made on the Website or in relation with the Services.

12. User Disputes. You agree that you are solely responsible for your interactions with any other user in connection with the Service and ePlane will have no liability or responsibility with respect thereto. ePlane reserves the right, but has no obligation, to become involved in any way with disputes between you and any other user of the Service.

13. General. These Terms of Use constitute the entire agreement between you and ePlane and govern your use of the Services, superseding any prior agreements between you and ePlane with respect to the Services. You may not assign these Terms of Use without the prior written consent of ePlane, but ePlane may assign or transfer these Terms of Use, in whole or in part, without restriction. The Services may also provide notices to you of changes to these Terms of Use or other matters by displaying notices or links to notices generally on the Service.

14. Export Administration Regulations. We encourage you to visit the links below to learn more about export control. In addition Goods subject to the ITAR are prohibited for sale on the Website. Please visit ITAR USA link below to learn more about ITAR. Please note that the links are for your convenience but it is not an exhausting list, and do not, in any way, constitute professional advice or replace legal counselling: ITAR USA - https://www.pmddtc.state.gov/ddtc_public?id=ddtc_public_portal_compliance_landingEAR USA - https://www.bis.doc.gov/index.php/regulations/export-administration-regulations-earOPAC USA - https://home.treasury.gov/policy-issues/financial-sanctions/faqs/73BAFA Germany - http://www.bafa.de/EN/Foreign_Trade/Export_Control/export_control_node.htmlGB Export Control - https://www.gov.uk/government/organisations/export-control-organisationEU Dual Use Export Control - http://ec.europa.eu/trade/import-and-export-rules/export-from-eu/dual-use-controls/