Terms of Service

These Terms of Service are a legal agreement between you (“Customer”) and

• HeliEFB GmbH, Neue Strasse 12, 12103 Berlin, Germany (“HeliEFB”) if you are located outside USA or Canada, or
• HeliEFB LLC, 16192 Coastal Hwy, Lewes, DE 19958, USA (“HeliEFB”) if you are located in USA or Canada.

1. Definitions

   1. “Software” means the respective current version of the HeliEFB iPad app, web application and web service (API).
   2. “Software Plan” means a unit of the Software containing a particular set of functionality.
   3. “Service” means the continuous availability of the Software for use by way of an iPad, web application and web service (API).
   4. “License” means the Customer’s entitlement to use the licensed Software Plan for one aircraft per License in accordance with the terms of this agreement.

2. License Grants and Limitations

   1. HeliEFB shall make the Software available to the Customer as a Service over the internet for use by way of an iPad, web application and web service (API).
   2. The Software is licensed, not sold, to the Customer. On full payment of the fee pursuant to section 11 of this agreement, the Customer shall be granted the non-exclusive, non-transferable and non-sublicensable right, restricted to the subscribed number of Licenses, to use the Software within the scope granted in this agreement.
   3. The Customer is not entitled to decompile, reverse engineer, disassemble or otherwise attempt to derive the source code or the logic of the Software. The Customer is also not entitled to modify or reproduce the Software or to use any part of the source code of the Software to create a separate application or to have these actions taken by third parties. The Customer is especially not entitled to reproduce, sell, lend, lease or otherwise sublicense the Software or parts thereof. The Customer is also not entitled to allow the Software to be used by third parties or to make it accessible to third parties.

3. Changes to the Software

   1. The continuous enhancement of the Software is an integral part of HeliEFB’s product philosophy. This includes changing the Software and adjusting it in line with technical progress and changed flight operational requirements as well as altered legal framework conditions and regulatory requirements. HeliEFB is therefore entitled, but not under an obligation, to change the functions of the Software.
   2. The Customer shall always use the newest version of the Software. HeliEFB shall continue to support the preceding Software version for 6 months following the release date of the newest version.
   3. In the event that the measures set out under subsection 1 of this section put achieving the contractual purpose at risk for the Customer, he shall have a special right of termination.

4. Customer Suggestions

   1. The Customer may provide suggestions for enhancements or improvements, new features or functionality or other feedback with respect to the Software.
   2. HeliEFB has full discretion to determine whether or not to proceed with the development of any suggested enhancements, new features or functionality.
   3. HeliEFB has the full, unencumbered right, without any obligation to compensate or reimburse the Customer, to use, incorporate or otherwise fully exercise and exploit any such feedback in connection with the Software. The Customer hereby irrevocably assigns to HeliEFB all right, title and interest in and to the suggestion.

5. Availability

   1. HeliEFB shall make all commercially reasonable efforts to keep the Service available 24 hours a day, 7 days a week.
   2. Notwithstanding the foregoing, HeliEFB reserves the right to make the web application and web Service unavailable from time to time in order to install new releases or to perform maintenance.
   3. HeliEFB shall make all reasonable efforts to notify the Customer of planned Service downtimes 3 days in advance by notices through the Service.
   4. The Customer is not entitled to compensation for damages in the event of Service downtime.

6. Support, Disruptions and Response Times

   1. General support hours through support@heliefb.com are Monday to Friday every week from 9am until 6pm CET, excluding the statutory public holidays applicable in the Federal Republic of Germany and the Federal State in which HeliEFB has its registered office, as well as 24 and 31 December of every year.
   2. Support hours for Service disruptions categorized as level 1 or 2 are 7 days a week 24 hours a day.
   3. Support hours for Service disruptions categorized as level 3 are the general support hours.
   4. Service disruptions shall be categorized according to the following levels and response times:

      Disruption level 1

      1. Very high: The Service is completely unavailable.
      2. Response time: Error elimination shall commence immediately, at the latest within one hour after the disruption occurs.

      Disruption level 2

      1. High: The Service is available but major functions have been lost and this significantly restricts use of the Service.
      2. Response time: Error elimination shall commence immediately, at the latest within one hour after the disruption occurs.

      Disruption level 3

      1. Medium: The Service is available but functions have been lost but this does not significantly restrict use of the Service.
      2. Response time: Error elimination shall commence within one calendar day after the disruption occurs.

7. Customer Data and Content

   1. Any data and content the Customer transmits through the Service shall remain the Customer’s sole and exclusive property. Nothing in this agreement shall be construed to grant HeliEFB any rights in Customer data beyond those expressively provided herein.
   2. The Customer grants HeliEFB the limited, non-exclusive right to view and use the Customer’s data solely for the purpose of providing and improving the Service and/or Software.
   3. HeliEFB shall automatically backup Customer data every 24 hours.
   4. HeliEFB shall delete all Customer’s data upon the Customer’s termination of use of the Service. The Customer may request a complete download of all Customer’s data before termination.

8. Customer Usage Data

   1. HeliEFB shall be permitted to monitor, collect and use the Customer’s usage data internally for the purpose of providing and improving the Service and/or Software.

9. Data Protection and Privacy Policy

   1. HeliEFB hosts all data at AWS data centers and shall comply with all applicable data protection and privacy laws and regulations.

10. Subscription Period and Termination

    1. The initial subscription period for the Service shall run for a minimum term of twelve months. It commences when the Customer starts to use the Service, excluding a Service evaluation period if the Parties have agreed on such period.
    2. The subscription period shall continue to be automatically renewed for twelve further months unless it is terminated by one of the Parties observing a notice period of three months to the end of the respective subscription period.
    3. In the event of a fee increase pursuant to section 11 subsection 5, the notice period for the Customer shall be reduced to one month.
    4. The subscription period can additionally be terminated by either Party without notice for good cause.
    5. Termination must be in writing.

11. Fee

    1. The Customer shall pay a fee for use of the Service, which is calculated on the basis of Licenses subscribed. Each License entitles the Customer to use the licensed Software Plan for one aircraft.
       1. For customers based outside USA or Canada the annual fee per Software Plan is:
          • Basic: 950 Euro
          • Basic Plus: 1250 Euro
          • Plan Pro: 1650 Euro
          • Log Pro: 1950 Euro
          • Complete: 2450 Euro
       2. For customers based in USA or Canada the annual fee per Software Plan is:
          • Basic: 950 USD
          • Basic Plus: 1250 USD
          • Plan Pro: 1650 USD
          • Log Pro: 1950 USD
          • Complete: 2450 USD
    2. The fee is exclusive of the respective statutory valid value added tax where value added tax is payable on the Service.
    3. The fee for each subscription period shall be due for payment on an annual basis in advance. Payments shall be due within 30 days of invoice date.
    4. The duty to pay the fee commences when the Customer starts to use the Service. If the Parties have agreed on a Service evaluation period this period is excluded from the duty to pay the fee.
    5. HeliEFB is entitled to increase or to reduce the respective valid fees with effect from the beginning of any extension of the subscription period. HeliEFB shall inform the Customer by email about any such change.

12. Liability

    1. The Parties shall be liable without limitation
       1. for intent and gross negligence,
       2. for injury to life, body and health,
       3. in accordance with the provisions of the Product Liability Act.
    2. There shall be no further-reaching liability of the Parties.
    3. The above limitation of liability also applies to the personal liability of the Parties Users, employees, representatives and bodies.
    4. HeliEFB shall not be liable for the data and content provided by the Customer, its Users and/or third parties being accurate or current.
    5. The Customer itself shall always and in every event be responsible for deciding whether the results calculated by the Software permit flight operation of the respective aircraft or whether a flight can be conducted in the individual case. The calculation results of the Software as such are not a substitute for such a decision. HeliEFB is not responsible for the calculation results of the Software depicting the actual condition of the aircraft.

13. Confidentiality

    1. The Parties agree to observe confidentiality with respect to confidential information, meaning all non-public information of the respective other Party, in particular technical, financial or business information. This obligation shall continue to apply for a period of two years after the end of the agreement.
    2. Confidential Information shall not include Information that is publicly available at the time disclosed or that has to be disclosed as a result of statutory obligations or in the framework of an order by a court or an authority. Where permissible and possible the recipient obliged to disclose this information shall inform the other Party in advance hereof and give it an opportunity to take action against the disclosure.
    3. Unless a Party objects in writing, either Party may include the name of the other Party in lists of customers or vendors.

14. Final Provisions

    1. The Customer may only assign to third parties the rights and duties arising from or in connection with this agreement with the written consent of HeliEFB.
    2. HeliEFB is entitled to amend these Terms of Service at any time. In the event that the amendment puts achieving the contractual purpose at risk for the Customer, he shall have a special right of termination.
    3. 1. HeliEFB GmbH Customers
          This agreement is exclusively governed by German law excluding the United Nations Convention on Contracts for the International Sale of Goods. Place of performance and exclusive place of jurisdiction is Berlin, Germany, providing that each Party is a businessperson or legal person under public law.
       2. HeliEFB LLC Customers
          All disputes arising out of or in connection with this agreement shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one or more arbitrators appointed in accordance with the said rules.