Legal

Avinode Air Ambulance – Terms and Privacy Addendum

Version 2025.11.1 effective November 1, 2025

General Terms and Conditions

1. DEFINITIONS AND INTERPRETATION
1.1 The following definitions and rules of interpretation apply to this Agreement and any SOW:

“Affiliates” means any entity forming part of the Company’s group of companies;
“Air Charter Services” means access to aircraft, personnel or associated services that may be offered by an Operator;
“API Services” means the Company’s application programming interface environments, tools, and related integration or developer support services that enable Members to connect the Platform with their own systems or third-party applications. API Services include sandbox and production environments, data exchange interfaces, usage-based call access, and related technical assistance, as more particularly described in the API documentation available at https://developer.avinodegroup.com/;
“Avinode Air Ambulance” means the Company’s technology platform and related services for medical lift and repatriation missions, including air ambulance and medevac services;
“Avinode Marketplace“ means the Company’s technology platform and related services that enables the listing, searching, booking, and management of air charter services, including aircraft listings, broker access, and related marketplace functionality;
“Business Day“ means any day that is not a Saturday, Sunday, or a day that is a public holiday in either New York State, United States or Sweden. For the avoidance of doubt, if a day is a public holiday in either jurisdiction, it shall not be considered a Business Day regardless of whether it is a working day in the other jurisdiction;
“Buyer” means a member of the Platform, including the Member (if applicable), which registers as a purchaser of Air Charter Services;
“Claim” has the meaning set out in clause 12.1 and in any SOW;
“Commercial Terms” means the table of commercial terms set out in the applicable Statement of Work;
“Company” means the entity defined as the “Company” in the applicable Statement of Work.
“Company IPR” means the Platform and any other Intellectual Property Rights of the Company
“Confidential Information” means the Platform and information made available on the Platform, and any other information that is clearly labelled or identified as confidential or should reasonably be treated as being confidential. Confidential Information excludes Member Material published on the Platform by the Member, Member Materials provided to the Company by or on behalf of the Member for publication on the Platform, and any information which:
i. is or becomes publicly known other than through a breach of clause 10 of this Agreement;
ii. was in the receiving party’s lawful possession before the disclosure;
iii. is lawfully disclosed to the receiving party by a third party without breaching an obligation of confidentiality to the disclosing party;
iv. is independently developed by the receiving party and that independent development can be shown by written evidence; or
v. is required to be disclosed by law, by any court of competent jurisdiction or by any regulatory or administrative body.
“Data Protection Addendum” means the data protection addendum available further down this page.
“Effective Date” means the date of the initial Statement of Work;
“Fees” means any fees which are payable to the Company pursuant to any SOW;
“Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced operator engaged in the same type of undertaking under the same or similar circumstances seeking to meet its obligations to the fullest extent possible;
“Intellectual Property Rights” means copyright and related rights, moral rights, trade marks, patents, rights to inventions, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world;
“KYB Evaluation” means any ‘know your business’ evaluation, implemented by the Company in accordance with its internal policies from time to time, for the purposes of understanding and verifying: the identity of a business, its officers and owners; a business’ financial standing and trading and solvency status; and a business’ principal activities, customer-base and key jurisdictions;
“Member” means the entity defined as the “Member” in the applicable Statement of Work;
“Member Materials” means any materials or Intellectual Property Rights provided to the Company by or on behalf of any member of the Platform, including the Member;
“Operator” means a member of the Platform, including the Member (if applicable), which registers as a provider of Air Charter Services;
“Paynode“ means the Company’s payment and settlement service for Air Charter Service transactions, including payment processing and transaction management;
“Platform” means any of the Company’s technology for the provision of any of the Services, including the buying, selling, and management of air transport services, including air charter and air ambulance flights and related API or integration services;
“Schedaero” means the Company’s flight operations management platform, including scheduling, crew management, compliance tools, and related operational functionality;
“Services” means the provision of the Platform, Avinode Marketplace, Avinode Air Ambulance, Schedaero, Paynode, and API Services and any other services set out in the SOWs, each as applicable, and subject to any stated access rights, functionality, support and user limits;
“SOW” or “Statement of Work“ means a statement of work executed by the parties for the provision of specific Services;
“SOW Effective Date” has the meaning set out in the respective Statement of Work, as applicable;
“SOW Initial Term” has the meaning set out in the respective Statement of Work, as applicable;
“SOW Term” means the period commencing on the SOW Effective Date and ending on the date on which the Statement of Work is terminated or expires in accordance with clause 13;
“SOW Renewal Term” has the meaning set out in the respective Statement of Work, as applicable;
“Supplemental Terms” means the terms and conditions applicable to particular Services, as set out in the Supplemental Terms Schedule
“Term” means the period commencing on the Effective Date and ending on the date on which this Agreement is terminated or expires in accordance with clause 14; and
“Third-Party Services“ means any third-party products and services, including as payment services, which may be accessible from the Platform.

1.2 In this Agreement and any SOW:

1.2.1 “including” or equivalent means “including, without limitation”;

1.2.2 if there is any conflict between the documents comprising an SOW, the order of priority will be as follows:

(a) the Statement of Work;
(b) Supplemental Terms;
(c) the Data Protection Addendum (to the extent such conflict relates to Member Personal Data (as defined in the Data Protection Addendum)); and
(d) these General Terms and Conditions;

2. ENTERING INTO SOWS AND RELATIONSHIP BETWEEN DOCUMENTS

2.1 The Member may from time-to-time request Services by executing an SOW with the Company in the form prescribed by the Company. Each SOW constitutes a separate and independent contract for the provision of the Services specified therein and incorporates these General Terms and Conditions, the applicable Supplemental Terms and the Data Protection Addendum by reference.

2.2 Supplemental Terms may apply to SOWs, as set out in the Supplemental Terms Schedule.

2.3 Each SOW shall be effective on the SOW Effective Date and continue until its expiry or termination in accordance with clause 13.

2.4 Each SOW shall constitute a standalone contract. Subject to clause 13, termination or expiry of one SOW shall not impact other SOWs, which shall remain in full force and effect.

3. COMPANY SERVICES

3.1 Subject to the Member’s compliance with these General Terms and Conditions and any SOW, the Company shall provide the Services to the Member during the SOW Term, and the Member may enjoy the benefit of the Services provided that the Member complies with these General Terms and Conditions and all SOWs.

3.2 The Services are provided subject to any usage limits or other restrictions set out in the SOW.

3.3 In the event of a material breach of these General Terms and Conditions or any SOW by the Member, the Member shall notify the Company as soon as reasonably practicable and provide any assistance requested by the Company.

3.4 The Company shall issue user accounts to the Member’s personnel at the Company’s discretion, and subject to the Member providing appropriate user information to the Company.

3.5 The Company will not be liable for any losses suffered by the Member as a result of the unauthorised use of the Platform by third parties arising from any disclosure of user account log in information by the Member.

3.6 The Company will not be liable for any losses suffered by the Member if the Company’s performance of its obligations under these General Terms and Conditions or any SOW is prevented or delayed by an act of omission of the Member or any other users of the Platform or Services.

3.7 The Company may modify, suspend or discontinue any part of the Platform or otherwise make any changes it considers desirable to the Platform or any Services on reasonable notice (including by notification made on the Platform).

3.8 All payment transactions made by Members through the Services are subject to the Paynode Terms and Conditions, as set out at https://avinodegroup.com/legal/#paynode-general-terms-and-conditions, which are incorporated by reference.

4. SERVICE VARIATION

4.1 The Member may request to vary the Services by

4.1.1 using the Platform (if available); or

4.1.2 sending an email to [email protected].

4.2 Variations to the Services pursuant to clause 4.1.1 shall only be agreed on written confirmation issued by the Company by use of the Platform.

4.3 Variations to the Services pursuant to clause 4.1.2 shall only be agreed on the written confirmation of the authorised personnel of both parties, including by email.

4.4 For the purposes of clause 4.3, the authorised personnel of the Company shall be such personnel as may be specified in the respective Statement of Work or, if not specified therein, the signatory to the respective SOW only. The authorised personnel of the Member shall include any person who the Member has authorized to act on its behalf in relation to variations to the Services, provided that the Member shall be bound by any variation agreed by such person regardless of whether such person had actual authority to bind the Member.

4.5 Promptly following agreement under clauses 4.2 or 4.3, the Company shall issue updated Commercial Terms reflecting the changes, which shall form part of the SOW to which such changes relate.

4.6 Additions of Services or upgrades to existing Services shall take effect immediately upon the Company’s confirmation.

4.7 Removals of individual Services from the Commercial Terms shall take effect as set out in the applicable Statement of Work or, if not specified therein, at the end of the then calendar month following 60 Business Days from the date of agreement under clauses 4.2 or 4.3.

4.8 Removal of individual Services from the Commercial Terms shall constitute modification of the SOW and shall not trigger termination provisions under clause 13 (unless the Member reduces the services below any minimum threshold level as set out in any SOW).

4.9 Removal of all Services constitutes SOW termination and is governed by clauses 13.1-13.8

5. MEMBER OBLIGATIONS

5.1 During the Term, the Member shall (and, where applicable, promptly and without undue delay):

5.1.1 submit to a KYB Evaluation at the Company’s request;

5.1.2 provide the Company with any assistance, Member Materials and information that the Company reasonably requires to:

(a) conduct a KYB Evaluation at any time and under any circumstances the Company considers appropriate or desirable; and

(b) provide the Services; and

5.1.3 ensure that any information it provides to the Company, or makes available to the Platform, is true, accurate, not misleading and kept up to date.

5.2 The Member is responsible and liable for all acts and omissions of its personnel in connection with the Platform and Services as if such acts or omissions were those of the Member itself. The Member must ensure that its personnel comply with all obligations set out in these General Terms and Conditions and any SOW. Where the Member reasonably believes that any of its personnel are in material breach of these General Terms and Conditions or any SOW, the Member shall notify the Company as soon as reasonably practicable and provide any assistance requested by the Company.

5.3 The Member shall, and take all reasonable steps to ensure its personnel:

5.3.1 keep user account log in information confidential;

5.3.2 do not share their user account log in information;

5.3.3 all user account log in information is unique to each individual;

5.3.4 immediately notify the Company of any disclosure or unauthorised use, or suspicion of disclosure or unauthorised use, of the user accounts or user account log in information.

5.4 The Member shall not use the Platform or any other the Company IPR to:

5.4.1 provide services to third parties (including white-labelling, rebranding, or otherwise represent any of the Services or Company IPR as the Member’s own proprietary technology or services); or

5.4.2 build a product or service which competes with the Company’s or any Affiliate’s business.

6. INTELLECTUAL PROPERTY

6.1 For the Term, the Member hereby grants to the Company and its Affiliates a non-exclusive, sublicensable, transferrable, royalty free, worldwide licence to use, copy, display, perform, transmit, create derivative works from (including by obfuscating identifying information), and otherwise distribute the Member Materials provided by or on behalf of the Member, for the purposes of the Company or its Affiliates providing the Services and access to the Platform, and for otherwise carrying on the business of the Company or its Affiliates from time to time.

6.2 From the Effective Date until the end of the Term, the Company hereby grants to the Member a personal non-exclusive, non-sublicensable, non-transferable, royalty free worldwide licence to use the Platform to the extent necessary for the Member to perform its obligations and enjoy its rights under these General Terms and Conditions and any SOW.

6.3 Save as expressly set out in these General Terms and Conditions, the Company reserves all of its right, title and interest in the Company IPR, and the Company does not grant the Member any rights in respect of the Company IPR, the Services, any Intellectual Property Rights created by the Company pursuant to these General Terms and Conditions or any SOW or any related content or materials.

6.4 The Member will not (nor attempt to), and will not assist any third party to:

6.4.1 change, alter, disassemble, create derivative works of or reverse engineer any of the Company IPR;

6.4.2 decompile any prototypes or software or other tangible objects in the Platform nor use any similar means to discover its underlying composition, structure, source code or trade secrets; or

6.4.3 seek to extract information or insight from any of the Company IPR by automated means; or

6.4.4 attempt to gain unauthorised access, probe, scan, or test the vulnerability of the Platform or any Company IPR, or breach any security or authentication measures.

7. PAYMENT

7.1 The Company will invoice the Member in accordance with Commercial Terms.

7.2 All invoices shall be settled in accordance with the Commercial Terms.

7.3 All amounts payable under any SOW are exclusive of applicable sales, use, VAT, GST, or similar taxes, which shall be added if applicable.

7.4 The Company may set off any monies owed by the Member to the Company against monies owed by the Company to the Member.

7.5 The Fees will increase by the greater of 3%, and the consumer price index published by the national statistical authority of the jurisdiction governing the respective SOW, annually on each anniversary of the SOW Effective Date. The Fees may be subject to additional increases during the Term by the agreement of the parties in writing.

7.6 The Company may on notice to the Member propose variations to the Fees commensurate with updates to the Services. The Member shall be deemed to have agreed to such variations, and these General Terms and Conditions and any relevant SOW shall be automatically amended accordingly, if:

7.6.1 the Member fails to notify the Company of its objection to such proposed variation within 10 Business Days of issue of the Company’s proposal; or

7.6.2 the Member pays any invoice for Fees calculated on the basis of the proposed variation (including where payment is processed automatically via the Member’s stored payment method).

7.7 If the Member fails to make any payment of Fees to the Company by the due date specified in any SOW, the Company may:

7.7.1 suspend or terminate these General Terms and Conditions or any SOW with immediate effect; and

7.7.2 withhold any refunds or credits due to the Member under clause 8 and set off against any Fees due but unpaid.

8. REFUNDS AND CREDITS

8.1 No refunds are payable when an SOW terminates or Services are removed, except for pro-rata refunds under clause 8.2.

8.2 If the Member removes individual Services under clause 4.3 and has paid Fees in advance beyond the removal date, the Company may either:

8.2.1 issue a credit note for the unused portion, applicable to future invoices; or

8.2.2 refund the unused portion within 30 days.

8.3 No refunds or credits are payable if:

8.3.1 the Member terminates an entire SOW;

8.3.2 the Company terminates an SOW for Member breach; or

8.3.3 Fees were paid in arrears.

8.4 When Services are added under clause 4.3, the Company will invoice pro-rata for the remaining billing period in respect of such additional Services.

9. DATA PROTECTION

The processing of any Member Personal Data, as such term is defined under the Data Protection Addendum, shall be governed by the terms of the Data Protection Addendum.

10. CONFIDENTIALITY

10.1 Each party will only use Confidential Information shared pursuant to these General Terms and Conditions or any SOW to enjoy its rights and comply with its obligations under these General Terms and Conditions or any SOW.

10.2 Each party will take all reasonable steps to ensure that the other’s Confidential Information to which it has access is not disclosed or distributed by its employees, agents or independent contractors in breach of the terms of these General Terms and Conditions.

10.3 The obligations under this clause 10 will continue until the receiving party returns or destroys the other party’s Confidential Information in its possession or if the information becomes publicly known other than through a breach of this clause 10.

11. WARRANTIES

11.1 Each Party warrants and represents to the other that:

11.1.1 it is free to enter into these General Terms and Conditions and all SOWs;

11.1.2 it will perform its obligations with reasonable skill and care and in compliance with applicable law and regulation;

11.1.3 it has and will maintain all licences, consents, and permissions necessary for the performance of its obligations under these General Terms and Conditions and all SOWs;

11.1.4 it is the lawful owner or has validly obtained all necessary rights in the Intellectual Property Rights it has licensed to the other Party these General Terms and Conditions and all SOWs, and has the authority to grant the other Party the rights and licenses contemplated without infringing upon or violating any third-party rights or applicable laws; and

11.1.5 it has not entered into and shall not enter into any agreement, arrangement or undertaking which may conflict with these General Terms and Conditions or any SOW.

11.2 The Member warrants and represents to the Company that:

11.2.1 it shall cooperate with any lawful requests of a regulator, government agency or court related to these General Terms and Conditions or any SOW;

11.2.2 it shall not use the Services for any illegal or unlawful purposes;

11.2.3 its Member Materials are true, accurate, not misleading and compliant with all applicable law and regulation;

11.2.4 its Member Materials will be kept up to date for the Term; and

11.2.5 it is of good financial standing, not insolvent or at reasonable risk of insolvency and is not subject of the matters set out at clause 13.8.

12. INDEMNITIES

12.1 The Member shall indemnify, defend, and hold the Company harmless against all liabilities, costs, expenses, damages or losses, and reasonable third-party legal and other professional costs suffered or incurred in respect of any claim or allegation that the use of Member Materials licensed under these General Terms and Conditions or any SOW infringes upon the Intellectual Property Rights of any third party (a “Claim”).

12.2 If any third party makes a Claim, or notifies an intention to make a Claim, against the Company which may reasonably be considered likely to give rise to a liability under this indemnity, the Company shall:

12.2.1 as soon as reasonably practicable, give written notice of the Claim to the Member, specifying the nature of the Claim in reasonable detail;

12.2.2 not make any admission of liability, agreement or compromise in relation to the Claim without the prior written consent of the Member;

12.2.3 give sole conduct of any action, litigation, settlement, negotiations or other proceedings in respect of the Claim to the Member;

12.2.4 give the Member and its professional advisers access at reasonable times (on reasonable prior notice) to its premises and its officers, directors, employees, agents, representatives or advisers, and to any relevant assets, accounts, documents and records within the power or control of the Company, so as to enable the Member and its professional advisers to examine them and to take copies for the purpose of assessing the relevant Claim; and

12.2.5 take such other action as may be reasonably requested by the Member in order to assist the defence of the Claim, subject to the Member’s prior provision of security for the Company’s costs.

13. TERM, RESTRICTIONS AND TERMINATION

13.1 The Agreement will take effect on the Effective Date and continue until:

13.1.1 either party terminates this Agreement on at least 60 days’ written notice to the other party, provided that such termination shall not take effect until after the expiry of any SOW Initial Term then in force; or

13.1.2 the Company otherwise terminates this Agreement in accordance with this clause 13.

13.2 Where an SOW Initial Term and SOW Renewal Term are stated within the SOW, the respective SOW will take effect on the SOW Effective Date and continue for the SOW Initial Term, following which the SOW shall automatically renew for successive SOW Renewal Terms, unless or until:

13.2.1 either party terminates the respective SOW on at least 60 days’ written notice to the other party before the end of the then current SOW Initial Term or SOW Renewal Term (as applicable); or

13.2.2 the Company otherwise terminates the respective SOW in accordance with this clause 13.

13.3 Where an SOW Initial Term is stated within the SOW, but an SOW Renewal Term is not stated, the SOW will take effect on the SOW Effective Date and continue for the full duration of the SOW Initial Term and then automatically expire unless the Company terminates the respective SOW in accordance with this clause 13.

13.4 Where neither an SOW Initial Term nor an SOW Renewal Term are stated within the SOW, the respective SOW will take effect on the SOW Effective Date and continue until:

13.4.1 either party terminates the respective SOW on at least 60 days’ written notice to the other party; or

13.4.2 the Company terminates this Agreement in accordance with this clause 13.

13.5 The Company may suspend this Agreement or any SOW:

13.5.1 immediately on written notice to the Member:

(a) if the Member:

(i) fails to comply with its obligations under this Agreement or any SOW;

(ii) is deemed by the Company, in the Company’s sole discretion, not to have passed any KYB Evaluation implemented by the Company; or

13.5.2 on at least 60 days’ written notice to the Member.

13.6 The Company may immediately suspend or terminate this Agreement or any SOW where:

13.6.1 the Member is in material breach of this Agreement or any SOW and (if remediable) fails to remedy such breach within 14 days of a written request notice from the Company to do so;

13.6.2 the Member is deemed by the Company, in the Company’s sole discretion, not to have passed any KYB Evaluation implemented by the Company; and

13.6.3 this Agreement or any SOW or the matters contemplated under this Agreement or any SOW are considered by the Company, in the Company’s sole discretion, to be contrary to any of the Company’s internal risk policies from time to time.

13.7 The Member may terminate this Agreement or any SOW immediately on written notice to the Company if the Company is in material breach of this Agreement or the respective SOW and (if remediable) fails to remedy such breach within 14 days of a written request notice from the Member to do so; or

13.8 Either party may terminate this Agreement or any SOW immediately on written notice to the other party if the other party ceases trading (or threatens to cease trading); is subject to an order for winding up; has an administrator or liquidator appointed (or such appointment is entitled or is requested in good faith); is the subject of a bankruptcy petition or order; becomes insolvent; is incapable of paying its debts as they fall due; makes any arrangement with its creditors for the payment of its debts, or undergoes any analogous process or circumstance.

13.9 Upon expiry or termination of this Agreement:

13.9.1 all SOWs then in force shall automatically terminate on the same date;

13.9.2 no refunds shall be payable upon termination or expiry of this Agreement or any SOW, except for pro-rata refunds or credits for the removal of individual Services from the Commercial Terms in accordance with clause 8;

13.9.3 each party shall return or destroy all of the other party’s Confidential Information in its possession or control within 30 days of such expiry or termination (unless reasonably required to retain certain Confidential Information by applicable law or regulation or backup or archival purposes);

13.9.4 all rights and licences in and to the Platform and the Services shall automatically cease and the Member shall immediately stop using the Services;

13.9.5 the Member shall, if requested, provide a written certificate signed by an officer of the Member to the Company to confirm that it has complied with the obligations under this clause 13; and

13.9.6 clauses 1, 6.4, 10, 12, 14, 15 and 16 shall continue in full force and effect.

13.10 Termination of one SOW shall not affect:

13.10.1 this Agreement, which shall remain in full force and effect; or

13.10.2 any other SOW then in force, which shall continue in accordance with its terms.

13.11 This Agreement shall automatically terminate when all SOWs have expired or been terminated.

13.12 The Company may remove Member Materials, restrict access, or suspend or terminate this Agreement or any SOW, if:

13.12.1 Member Materials contains false or misleading information about availability, pricing, or specifications;

13.12.2 Members engage in fraudulent activity or misrepresent credentials;

13.12.3 Member Materials violates applicable regulations or safety requirements;

13.12.4 Member Materials infringe intellectual property rights; or

13.12.5 Member Materials violate applicable law.

We review reported content through a manual review by our compliance team. We do not use automated decision-making tools. When we take action to remove content we will provide you with a statement of reasons explaining our decision.

13.13 For information on how to report illegal content, our transparency reports and our contact points under the Digital Services Act, please see our [DSA Compliance Statement URL].

14. LIABILITY AND DISCLAIMERS

14.1 This clause 14 sets out the entire liability of each party (and their employees, agents, consultants, and subcontractors) to the other, in respect of any breach of these General Terms and Conditions and any SOW, any use by the Member of the Company IPR, the Services or the Platform, and any representation, statement or tortious act or omission (including negligence) arising in connection with these General Terms and Conditions or any SOW.

14.2 Nothing in these General Terms and Conditions or any SOW limits or excludes the liability of either party for death, personal injury, fraud, fraudulent misrepresentation or fraudulent misstatement, or for any statutory liability not capable of limitation.

14.3 Subject to clause 14.2, the Company shall not be liable to a Member for any:

14.3.1 loss of profits, revenue, or anticipated savings;14.3.2 loss of business or business opportunities;

14.3.3 loss of goodwill or reputation;

14.3.4 indirect, consequential, special, incidental, or punitive damages or losses, even if such party has been advised of the possibility of such damages.

14.4 Subject to clause 14.2, the total liability of the Company to the Member arising in connection with this Agreement will be limited to $10,000.

14.5 Subject to clause 14.2, the total liability of the Company to the Member arising in connection with any SOW, will be limited to the total amount of Fees paid to the Company under such SOW in the 12 month period ending on the date on which the claim arose.

14.6 Except as expressly provided in these General Terms and Conditions or any SOW, all warranties, conditions and other terms implied by statute or common law are excluded to the fullest extent permitted by law.

14.7 THE COMPANY IPR, THE SERVICES, THEIR USE AND THE RESULTS OF SUCH USE ARE PROVIDED “AS IS” TO THE FULLEST EXTENT PERMITTED BY LAW, AND COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WHICH MAY BE IMPLIED IN RESPECT OF THEM. THE SERVICES AND THE PERFORMANCE OF THE COMPANY IPR RELY ON THIRD PARTIES BEYOND THE COMPANY’S CONTROL. THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY:

14.7.1 IN RESPECT OF THIRD PARTY TECHNOLOGIES AND SERVICES, INCLUDING GOOGLE MAPS AND ITS FEATURES AND CONTENT;

14.7.2 THAT THE USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED AND THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS;

14.7.3 THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT; OR

14.7.4 REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY.

15. NOTICES

15.1 Subject to clause 15.3, all notices to be given under these General Terms and Conditions or any SOW must be in English, in writing and sent to the other party addressed to the email address stated in the SOW (or using such other contact details as either party has provided to the other party’s email address stated in the SOW).

15.2 Notices will be deemed to have been received at the time of transmission as shown by the sender’s records (or if sent outside business hours, at 9am on the first Business Day following despatch).

15.3 The Company may notify the Member by posting on the Platform, which shall be deemed to have been received at the date and time at which the Platform is accessed on behalf of the Member.

16. GENERAL

16.1 Our Platform includes Google Maps features and content. Use of Google Maps features and content is subject to the then-current versions of the:

16.1.1 Google Maps/Google Earth Additional Terms of Service at https://maps.google.com/help/terms_maps/; and

16.1.2 Google Privacy Policy at https://policies.google.com/privacy.

16.2 Where the Member provides customer-facing applications that incorporate Google Maps features accessed via the Platform, the Member shall ensure that its customer application terms of service:

16.2.1 notify users that the application includes Google Maps features and content; and

16.2.2 state that use of Google Maps features and content is subject to the then-current Google Maps/Google Earth Additional Terms of Service and Google Privacy Policy.

16.3 The Company may on notice to the Member propose variations to these General Terms and Conditions. The Member shall be deemed to have agreed to such variations, and these General Terms and Conditions and any relevant SOW shall be automatically amended accordingly, if the Member fails to notify the Company of its objection to such proposed variation within 10 Business Days of issue of the Company’s proposal.

16.4 Any termination or expiry of these General Terms and Conditions or any SOW shall be without prejudice to any other rights or remedies a party may be entitled to under these General Terms and Conditions and any relevant SOW or at law and shall not affect any accrued rights or liabilities of either party existing at the time of termination or expiry.

16.5 Each SOW (being comprised of the Statement of Work, these General Terms and Conditions, the applicable Supplemental Terms and the Data Protection Addendum) sets out the entire understanding between the parties with respect to the Services specified in that SOW and supersedes all prior oral and written representations, arrangements and understandings between the parties relating to those Services.

16.6 Nothing in these General Terms and Conditions or any SOW shall be deemed to constitute a partnership or agency relationship between the parties.

16.7 If any part of these General Terms and Conditions or any SOW is or becomes unenforceable, such part will be construed as far as possible to reflect the parties’ intentions and the remainder of the provisions will remain in full force and effect.

16.8 No forbearance, delay or indulgence by either party in enforcing the provisions of these General Terms and Conditions or any SOW shall prejudice or restrict the rights of that party nor shall any waiver of rights operate as a waiver of any subsequent breach of these General Terms and Conditions or any SOW. Any waiver shall only be effective if made in writing and notified to the other party.

16.9 These General Terms and Conditions are made and shall be construed in accordance with the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English courts in relation to any dispute arising in respect of these General Terms and Conditions or their construction, save where the Company is registered in the United States of America, in which case these General Terms and Conditions are made and shall be construed in accordance with the laws of New York and the parties submit to the non-exclusive jurisdiction of the New York courts in relation to any dispute arising in respect of these General Terms and Conditions or their construction.

16.10 A person who is not a party to these General Terms and Conditions shall not have any rights under or in connection with it other than to the extent permitted by law.

16.11 The Member may not without the prior written consent of the Company transfer, assign, subcontract or novate its rights or obligations under these General Terms and Conditions or any SOW.

 

SUPPLEMENTAL TERMS SCHEDULE
The following Supplemental Terms apply to certain SOW, as indicated below.

SUPPLEMENTAL TERMS: AVINODE MARKETPLACE AND AVINODE AIR AMBULANCE
The following Supplemental Terms apply to any SOWs for the Avinode Marketplace or Avinode Air Ambulance for Air Charter Services, entered on the basis of a ‘Statement of Work for Avinode Marketplace.

1. MEMBER OBLIGATIONS

1.1 The Member may register as either a Buyer or Operator.

1.2 The Member shall maintain in force reasonable and appropriate insurance policies for the Term, including coverage against all risks that would normally be insured against by a prudent businessperson operating in the air charter services industry, in accordance with Good Industry Practice.

1.3 During the Term, the Member acknowledges that the Company will not provide any insurance cover in respect of the Member or, if the Member is an Operator, any Air Charter Services that the Member is providing by use of the Platform

2. AIR CHARTER SERVICES

2.1 The Member acknowledges that the Company is neither a broker nor an operator of charter flights or any Air Charter Services.

2.2 The Company is not a party to transactions or contracts between its Members, even if it facilitates those transactions or payments.

2.3 The Company’s Members are independent entities with their own policies and procedures, and the Company does not control or monitor their actions. The Company does not investigate or endorse any particular Member, their services, or their ability to pay. Any agreements entered into by the Member with other Members or users are at the Member’s sole risk.

2.4 The Member is fully responsible for payment and performance under such agreements. The Company is not obligated to intervene in disputes between Members, suspend or terminate access to services, or provide contact information to other Members.

2.5 To the fullest extent permitted by law, the Company is not liable for any loss or damage arising from:

2.5.1 information or representations by Members or users;

2.5.2 agreements made by the Member;

2.5.3 breaches of payment obligations; or

2.5.4 services or actions of Members or users, including Air Charter Services.

2.6 The Services include Member Materials and Third-Party Services. Use of Member Materials and Third-Party Services is subject to their respective terms, policies, and agreements. The Company does not control the content of Member Materials or Third-Party Services, which are provided for convenience.

2.7 The Company is not responsible or liable for Member Materials or Third-Party Services, or their contents. The presence of Member Materials or Third-Party Services on the Company’s platform does not imply endorsement.

2.8 For issues related to Member Materials, Third-Party Services, or agreements with Members, users, or third parties, the Member agrees to seek legal remedies from those parties, not the Company.

3. WARRANTIES

3.1 The Member (if an Operator) warrants and represents to the Company that any Air Charter Services made available on the Platform:

3.1.1 carry all necessary or appropriate certification (including Air Operation Certificates and Part 125 Certificates) and registrations; and

3.1.2 will be provided in accordance with Good Industry Practice, all reasonable skill and care and in compliance with applicable law and regulation;

4. INDEMNITIES

4.1 The Member shall indemnify and hold the Company harmless against all liabilities, costs, expenses, damages or losses, and reasonable third-party legal and other professional costs suffered or incurred in respect of any claim or allegation in respect of any Air Charter Services offered by the Member in its capacity as an Operator.

4.2 All claims under the foregoing clause 4.1 shall be addressed in accordance with clause 12.2 of the General Terms and Conditions.

5. TERM AND TERMINATION

5.1 The Company may immediately suspend or terminate this Agreement where:

5.1.1 the Member (if an Operator) does not, in the Company’s reasonable opinion, provide Air Charter Services in accordance with Good Industry Practice; or

5.1.2 the Company reasonably believes that the Member has deliberately circumvented its payment obligations under the Platform or this Agreement (including without limitation where the Member is providing Air Charter Services outside of the Platform, having been introduced to that Buyer by use of the Platform).

5.2 Upon expiry or termination of this SOW, clauses 2, 4, 5.2 and 6 of these Supplemental Terms shall continue in full force and effect.

6. DISCLAIMERS
THE COMPANY SPECIFICALLY DISCLAIMS ANY WARRANTY IN RESPECT OF AIR CHARTER SERVICES MADE AVAILABLE ON THE PLATFORM.

 

 

 

Data Protection Addendum

This Data Protection Addendum (the “DPA”) supplements and is incorporated into the Agreement as updated from time to time between the customer and the Avinode Group entities listed as parties to the Agreement and relevant Affiliates (referred to herein as the “Member” and the “Company” respectively). By executing the Agreement, you enter into this DPA on behalf of yourself and in the name of your affiliates as appropriate. Any capitalized term not defined herein will have the meaning given to it in the General Terms and

1 DEFINITIONS:

1.1 Unless otherwise defined herein, all terms shall be as defined in Data Protection Laws.

“Member Personal Data” or “MPD”” means any information provided to, collected by, or accessed by the Company under the Agreement, in any form or format, that is defined as personal information, personal data, or equivalent term under Data Protection Laws and that: (a) relates to the Member’s employees, representatives, personnel or end users in their use of the Products, or (b) relates to individuals whose information is processed by the Company as a result of the Member’s use of the Products.
“Data Protection Laws” means any laws, statutes, declarations, decrees, directives, legislative enactments, orders, ordinances, regulations, rules, or other binding restrictions (including any amendments or successors thereto) pertaining to data protection, privacy, security, and/or the processing of MPD, to the extent applicable to a party’s obligations under the Agreement.
“SCC” means sections I, II, III and IV (as applicable) to the extent they reference Module Two (Controller-to-Processor) within the Standard Contractual Clauses for the transfer of Personal Data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and the Council approved by European Commission Implementing Decision (EU) 2021/914 of 4 June 2021, as currently set out at https://eur-lex.europa.eu/eli/dec_impl/2021/914/oj  (as well as any amendment, or new legal requirement or contract that replaces, supersedes, or is required to be implemented in connection with the SCC) and as set forth in this DPA.
“Products” means software, features enabling third-party integrations, and other offerings provided by the Company to the Member as more fully described in the Agreement.
“Security Incident” means a breach of the Company’s security leading to the accidental or unauthorized access, loss, alteration, or disclosure, of MPD transmitted, stored, or processed by the Company. A Security Incident shall not include unsuccessful attempts or activities that do not compromise the security of MPD, including unsuccessful log-in attempts, pings, port scans, denial of service attacks, or other network attacks on firewalls or networked systems.

2 PROCESSING DETAILS:

2.1 Roles of the Parties. The parties acknowledge and agree that with respect to processing MPD under this DPA, the Member is a “Controller” or “Business” and the Company is a “Processor”. The Agreement and this DPA constitute the Member’s instructions to Process MPD. The description of the processing is set out in Annex 1 Part 1.

2.2 Scope of Processing. The Company will use and Process MPD to: (i) adhere to the Member’s instructions to  deliver the Products and fulfill the Company’s obligations under this DPA, (ii) communicate about the Products and the Company’s affiliate offerings, (iii) detect, investigate, and remediate a Security Incident, fraud, or other illegal activities, (iv) fulfill internal business purposes, including finance, accounting, screening and compliance functions, and auditing, (v) comply with applicable laws, regulations, and legal processes, and (vi) as otherwise described in the Agreement. To the extent required under Data Protection Laws, the Company will not “Sell” or “Share” MPD, and the Company will inform the Member of any legal requirement which prevents it from complying with the Member’s instructions, unless prohibited from doing so by applicable law.

2.3 Member Obligations. The Member represents and warrants that, as applicable to the Member’s use of the Products, the Member shall: (i) comply with Data Protection Laws with respect to MPD collected, processed, shared, or provided to the Company in using the Products, (ii) maintain a conspicuous privacy notice or equivalent statement that meets applicable notice requirements under Data Protection Laws and/or other legally-required statement, which accurately discloses all applicable data collection, use, sharing, disclosure, and security practices, (iii) secure any required permissions and/or consents or, if required under Data Protection Laws, establish a valid legal basis to collect, obtain, and share MPD with the Company for the purposes of providing the Products, and (iv) establish and maintain processes for the exercise of privacy rights individuals may have with respect to their MPD.

3 DATA SUBJECTS RIGHTS

The Member is responsible for responding to any request by a data subject to exercise their rights under Data Protection Laws (each a “Request”). The Company shall reasonably cooperate with the Member to enable the Member to respond to a Request. In the event that any Request is made directly to the Company, it shall direct the data subject to the Member to exercise their rights in relation to MPD.

4 SUBCONTRACTORS AND PERSONNEL

4.1 Personnel. The Company shall: (i) inform its personnel with access to MPD of the confidential nature of MPD, (ii) obligate such personnel to maintain the confidentiality of MPD, and (iii) train such personnel in the handling and processing of MPD under Data Protection Laws.

4.2 Subcontractors. The Member consents to the Company engaging subcontractors or subprocessors to process MPD (collectively “Subprocessors”) to provide the Products. The current list of Subprocessors (“Subprocessor List”) may be viewed at https://avinodegroup.com/subprocessors/. The Company shall update the Subprocessor List with any change in Subprocessors at least 30 days prior to such change (except where shorter notice is required due to exceptional circumstances). In the event the Member reasonably objects to a change made to the Subprocessor List and the Company is unable to provide the Products without the use of such Subprocessor and no other reasonable solution can be mutually agreed to, either party may promptly terminate the Agreement (in whole or in part), by providing written notice to the other party and the Member will receive a prorated refund of any prepaid, unused fees for the period following the effective date of termination. Where Company uses any Subprocesors to process any MPD, Company shall contractually impose at least the same level of protection for MPD as provided for in this DPA. Company shall require that Subprocessors are: (i) informed of the confidential nature of MPD, and (ii) obligated to keep MPD confidential. Company shall remain liable for any breach of this DPA caused by any Subprocessor to the same extent as if Company had caused such breach.

5 SECURITY MEASURES AND PRIVACY AUDITS

In providing the Products, the Company will implement appropriate technical and organizational security measures to protect MPD from a Security Incident using measures appropriate to the risks that are presented by the nature of the processing of MPD (and such measures will meet or exceed those identified in Annex 1 Part I). The Company shall, upon the Member’s reasonable request, provide information and records concerning the processing of MPD in providing the Products as needed to demonstrate the Company’s compliance with Data Protection Laws or this DPA.

6 SECURITY INCIDENT

In the event of a confirmed Security Incident affecting MPD, the Company shall: (i) promptly inform the Member and provide details of the Security Incident; (ii) provide timely information and reasonable cooperation as the Member may require to fulfill its data breach reporting obligations under Data Protection Laws or respond to any inquiries by a data protection authority that may arise from the Security Incident; (iii) investigate the Security Incident, and; (iv) take such measures and actions as are appropriate to remedy or mitigate the effects of the Security Incident. The Company shall not be liable for any Security Incident caused by the Member or the Member’s personnel or end users.

7 DATA PROTECTION IMPACT ASSESSMENTS

The Company will provide the Member with reasonable cooperation and assistance in relation to any data protection impact assessment or regulatory consultation that the Member is required to make in respect of MPD under Data Protection Laws.

8 REMOVAL OR RETURN

Upon termination of the Agreement or earlier upon Member’s reasonable written request, Company shall cooperate with the anonymization, removal, or return of MPD from Company’s systems unless otherwise provided by applicable laws. Company may charge Member commercially-reasonable fees to be mutually agreed upon in connection with the anonymization, removal, or return of MPD.

9 DE-IDENTIFIED INFORMATION

The Company may de-identify, anonymize and/or aggregate MPD and other information derived from the Products, including information related to the performance, operation and use of the Products. The Company may use such information for its own purposes and share such information with others.

10 CROSS-BORDER DATA TRANSFERS

10.1 The Member agrees that the Company and its Subprocessors may transfer, store, and Process MPD in locations other than the Member’s country. Where the Company engages in an onward transfer of MPD, the Company shall employ a lawful data transfer mechanism for transferring MPD from one country to another.

10.1.1 To the extent legally required, by entering into the  Agreement and/or accessing the Products, the Member and the Company are deemed to have signed the SCCs, which form part of this DPA and (except as described in Sections 10.1.2 and 10.1.3 below) will be deemed completed as follows:  (i) the Company is the “data importer”, and the Member and its affiliates established within the European Economic Area that are using the Products are collectively the “data exporter” and each shall comply with the SCC, including the additional terms in this section and Annex 1 Part I; (ii) this DPA and the Agreement constitute the Member’s written instructions for purposes of Clause 8.1(a) of the SCC and for the avoidance of doubt include onward transfers to a third party located outside the EEA for the purpose of the performance of the Products; and (iii) by executing this DPA, the parties are executing the SCC. In case of any transfers of MPD under the SCC from Switzerland subject exclusively to Swiss Data Protection Laws (i) general and specific references in the SCC to GDPR or EU or Member State Law shall hereby be deemed to have the same meaning as the equivalent reference in Swiss Data Protection Laws; and (ii) any other obligation in the SCC determined by the Member State in which the data exporter or data subject is established shall hereby be deemed to refer to an obligation under Swiss Data Protection laws.

10.1.2. With respect to MPD transferred from the United Kingdom for which United Kingdom law (and not the law in any European Economic Area jurisdiction) governs the international nature of the transfer, the International Data Transfer Addendum to the EU Commission Standard Contractual Clauses as set forth in Annex 1 Part II (“UK SCCs”) forms part of this DPA and takes precedence over the rest of this DPA as set forth in the UK SCCs.

10.1.3 Notwithstanding the foregoing, to the extent an alternative legally permissible data transfer mechanism for international transfers under this DPA is available during the term of the Agreement, the parties may cooperate to implement such alternative mechanism in lieu of the SCC.

11 MISCELLANEOUS

All notices under this DPA shall be directed to [email protected]. If any part of this DPA is held unenforceable, the validity of all remaining parts will not be affected. In the event of any conflict or inconsistency between this DPA and any privacy or security provisions set out in any agreement, the parties agree that the terms of this DPA shall prevail only with respect to the matters specifically addressed in this DPA. Each party acknowledges that it has read and understood the terms of this DPA and agrees to be bound by them.

 

 

Annex 1:

Part I – Information Required for the SCC

For the purposes of the SCC, the Member is the data exporter and the Company is the data importer and the Parties agree to the following. The information required for the purposes of the Appendix to the SCC is set out in this Annex 1 Part I.

Information required for Sections I – IV of the SCC

Clause 7 (Docking Clause) The option under clause 7 shall apply.
Clause 9 (use of sub-processors) Option 2 under clause 9 shall apply. For the purposes of clause 9(a), the agreed list of sub-processors is set out as provided in Section 4.2 of this DPA. The Company shall inform the Member of any changes to sub-processors following the procedure provided for in Section 4.2 of this DPA.
Where the Company enters into the SCC with a sub-processor in connection with the provision of the Products, the Member hereby grants the Company authority to provide a general authorisation on the Member’s behalf for the engagement of sub-processors by those sub-processors engaged in the provision of the Products, as well as decision making and approval authority for the addition or replacement of any such sub-processors.
Clause 11 (Redress) The option under Clause 11 shall not apply.
Clause 13 (Supervision) At Clause 13(a), all three options are retained and apply as relevant where the transfer falls within the territorial scope of Regulation (EU) 2016/679.
Where the Member is established in the United Kingdom or falls within the territorial scope of application of UK Data Protection Laws, the Information Commissioner’s Office shall act as competent supervisory authority.
Where the Member is established in Switzerland or falls within the territorial scope of application of Swiss Data Protection Laws and Regulations, the Swiss Federal Data Protection and Information Commissioner shall act as competent supervisory authority insofar as the relevant data transfer is governed by Swiss Data Protection Laws and Regulations.
Clause 17 (Governing Law) The governing law for the purposes of Clause 17 shall be (i) the laws of Sweden; or (ii) the laws of England & Wales.
Clause 18 (Choice of forum and jurisdiction) The courts under Clause 18 shall be (i) Sweden; or (ii) the courts of England & Wales. For Data Subjects habitually resident in Switzerland, the courts of Switzerland are an alternative place of jurisdiction in respect of disputes.

Information to be incorporated into Annex I of the SCC

Data Exporter Name: The Data Exporter is the Member as specified in the Agreement defined on page 1 of the DPA and its affiliates established within the EU, Switzerland and/or the UK that are using the Products.
Address: As specified in the Agreement.
Contact person’s name, position and contact details: As specified in the Agreement.
Activities relevant to the data transferred under these Clauses: Recipient of the Products pursuant to the Agreement.
Signature and date: By entering into this DPA, Data Exporter is deemed to have signed the SCC, including the Appendix to the SCC.
Role (controller/processor): Controller
Data Importer Name: The Data Importer is the Company and any relevant Affiliates.
Address: 11 Continental Blvd, Suite C Merrimack, New Hampshire 03054
Contact person’s name, position and contact details: Privacy Team, [email protected]
Activities relevant to the data transferred under these Clauses: Provision of the Products pursuant to the Membership Agreement.
Signature and date: By entering into this DPA, Data Importer is deemed to have signed the SCC, including the Appendix to the SCC.
Role (controller/processor): Processor.
Categories of data subjects whose personal data is transferred Depending on the Product, Members and their authorized representatives and users, as well as individuals on whose behalf Members make arrangements, including aircraft owners, pilots, crew members, and passengers.
Categories of personal data transferred Depending on the data subject, the personal data transferred may include:
• Personal and work contact information (name, postal address, phone number, email address)
• Financial information which the Member chooses to provide (e.g., payment card information, transactional data, booking information)
• Flight and aircraft information (e.g., origin and destination, airports, estimated travel time)
• Training and certification information (e.g., pilot certification, flight times, training status)
• Information about passengers and crew members for compliance purposes (e.g., government identifier, visa status, gender, date of birth)
• Other information inputted by the Member’s representatives from time to time as notes
Sensitive data transferred (if applicable) None
Frequency of the transfer On-going basis depending on the use of the Products by the Member
Nature of the processing The Company will use the personal data transferred on behalf of and at the direction of the Member to provide the Products contracted by the Member, and as set forth in Section 2.2 of this DPA.
Purpose(s) of the data transfer and further processing The Company will process MPD as necessary in order to perform the Products and any related activities set forth in the Agreement.
Duration of Processing The Company will process MPD for the duration of the Agreement unless otherwise agreed upon in writing.
Sub-Processor Transfers Sub-processors will process MPD (i) as necessary to perform the Products pursuant to the Agreement and (ii) for the duration of the Agreement, unless otherwise agreed in writing.
Competent Supervisory Authority As set out above against Clause 13.

Information to be incorporated into Annex II of the SCC

Technical and Organisational Measures The Company will implement, maintain, and continuously control and update, appropriate technical and organisational security measures to protect the personal data against accidental or unlawful destruction or accidental loss, alteration, unauthorised disclosure or access, and which provide a level of security appropriate to the risk represented by the processing and the nature of the data to be protected. Such measures are further described at https://avinodegroup.com/security-compliance/.

Annex 1:

Part II: UK Addendum

For the purposes of this UK Addendum, the Member is the data exporter and the Company is the data importer and the Parties agree to the following. To the extent that any transfer of MPD is subject to United Kingdom law, the UK SCCs shall be deemed executed as follows:

Part 1:

(a) Part 1 Table 1:

        1. The start date shall be as set out in the Agreement.
        2. The parties’ details shall be the parties and their affiliates to the extent any of them is involved in such transfer. For the avoidance of doubt, the Member and its affiliates shall be deemed the “exporter,” and the Company and its affiliates shall be deemed the “importer” of such data.
        3. Key Contacts:
          1. The Key Contact for the data importer shall be the Privacy Team, [email protected]
          2. The Key Contact for the data exporter shall be as set out in the Agreement

(b) Part 1 Table 2: the Approved SCCs referenced in Table 2 shall be the EU SCCs as executed by the Parties.
(c) Part 1 Table 3: The information required for the purposes of Table 3 is set forth in Annex 1 Part I.
(d) Part 1 Table 4: Neither party may end this DPA as set out in Section 19 of the UK SCCs.

Part 2:  Mandatory Clauses of the Approved Addendum, being the template Addendum B.1.0 issued by the ICO and laid before Parliament in accordance with s119A of the Data Protection Act 2018 on 2 February 2022, as it is revised under Section 18 of those Mandatory Clauses.