SAIM TERMS AND CONDITIONS
Last Updated: February 2022
BY ACCESSING THE WEBSITE, YOU AGREE TO BE BOUND BY THESE TERMS WITHOUT ANY MODIFICATION. DO NOT ACCESS OR USE THE WEBSITE IN ANY WAY IF YOU DO NOT AGREE TO THESE TERMS.
YOU ACKNOWLEDGE AND AGREE THAT YOU ARE ACCESSING AND USING THE WEBSITE ON BEHALF OF AN ENTITY ("Customer") THAT HAS ENTERED INTO AN AGREEMENT WITH SAIM, TITLED "STANDARD TERMS AND CONDITIONS – AIRLINE CONSORTIUM" ("Agreement"). YOU HEREBY REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO ACT ON BEHALF OF SUCH CUSTOMER, AND THAT YOUR USE OF THE WEBSITE IS AND SHALL BE SOLELY FOR THE PURPOSE OF PERFORMING WORK OR OTHER SERVICES ON BEHALF OF AND FOR THE BENEFIT OF SUCH CUSTOMER SOLELY IN ACCORDANCE WITH THE ROLE SPECIFIED BY SUCH CUSTOMER, AND FOR NO OTHER PURPOSE.
IF YOU ARE AN EMPLOYEE OF SUCH CUSTOMER, YOUR ABILITY TO ACCESS AND USE THE WEBSITE WILL TERMINATE IMMEDIATELY IF (i) YOU CEASE BEING EMPLOYED BY SUCH CUSTOMER, (ii) THE AGREEMENT BETWEEN SUCH CUSTOMER AND SAIM TERMINATES OR EXPIRES, OR (iii) CUSTOMER NOTIFIES SAIM THAT YOUR ACCESS TO THE WEBSITE SHALL BE TERMINATED. IF YOU ARE CUSTOMER'S THIRD–PARTY CONSULTANT, VENDOR OR CONTRACTOR, YOUR ABILITY TO ACCESS AND USE THE WEBSITE WILL TERMINATE IMMEDIATELY IF (i) YOU CEASE BEING CUSTOMER'S THIRD–PARTY CONSULTANT, VENDOR OR CONTRACTOR, (ii) THE AGREEMENT BETWEEN SUCH CUSTOMER AND SAIM TERMINATES OR EXPIRES, OR (iii) CUSTOMER NOTIFIES SAIM THAT YOUR ACCESS TO THE WEBSITE SHALL BE TERMINATED. YOUR ABILITY TO ACCESS AND USE THE WEBSITE MAY ALSO BE TERMINATED OR SUSPENDED AS SET FORTH IN THESE TERMS.
YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NO RIGHT TO BRING A CLAIM AGAINST SAIM FOR ANY MATTER ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE. ANY SUCH CLAIM SHALL BE MADE SOLELY BY CUSTOMER ON YOUR BEHALF, AND ANY SUCH CLAIM BROUGHT BY CUSTOMER AGAINST SAIM SHALL BE SUBJECT TO THE AGREEMENT BETWEEN CUSTOMER AND SAIM. NOTHING IN THESE TERMS IS INTENDED TO OR SHALL BE DEEMED TO AMEND THE AGREEMENT.
SAIM may revise and update these Terms from time to time, and will post the updated Terms to the Website. Unless otherwise stated in the amended version of these Terms, any changes to these Terms will apply immediately upon posting. Other than updating the date at the top of these Terms, SAIM is not obligated to provide you with notice of any changes, but reserves the right to do so. Your continued use of this Website will constitute your agreement to any new provisions within the revised Terms.
Capitalized terms not otherwise defined in these Terms shall have the following meanings:
"Affiliate" means, as to a referenced entity, any corporation or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with such referenced entity. As used in this definition, the term "control" means the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract, or otherwise.
"Confidential Information" means all business strategies, plans and procedures, proprietary information, technology, tools, processes, methodologies, data and trade secrets, and other confidential information and materials that may be obtained by you from any source or that may be developed as a result of these Terms.
Customer Data" means: (a) all data that Customer or its users input into the SAIM Platform, including, without limitation, records, images (including, without limitation, pictures, video, animation, graphics, virtual reality simulations scenarios, augmented reality simulations scenarios, diagrams, computer–generated scenarios, and other digital environments), reports, maintenance logs, scan data, point clouds, as–builts models and drawings, charts, and specifications; (b) all data collected by sensors or other instrumentation at a Customer site and transmitted to the SAIM Platform; and (c) all output from the SAIM Platform that results from the SAIM Platform processing data described in (a) or (b), including, without limitation, any results from computations performed on such data and reports generated from such data. "Customer Data" excludes all SAIM IP.
"Customer Software" means any software, firmware, database, information technology network or other technology application or platform, whether owned by Customer or licensed to Customer by a third party.
"SAIM Platform" means a cloud–based asset management platform that SAIM makes available pursuant to these Terms and the Agreement.
1. YOUR RESPONSIBILITIES
1.1. Account Credentials. The scope of your access to and use of the Website will depend on the role specified by Customer. You are responsible for maintaining the confidentiality of the user ID, password and account information issued to you for your access to and use of the Website. You shall (a) prevent unauthorized access to or use of the Website through your account credentials and immediately notify SAIM in writing of any unauthorized access or use, and (b) use the Website in compliance with all applicable laws and government regulations.
1.2. Compliance and Use. You shall not (a) use the Website to store or transmit infringing, libelous, obscene, hateful, threatening, abusive, or otherwise unlawful or tortious material, or to store or transmit material in violation of third–party rights, (b) use the Website to store or transmit malicious code, (c) interfere with or disrupt the integrity or performance of the Website or third–party data contained therein, or (d) attempt to gain unauthorized access to the Website.
1.3. Cookies. The Website may utilize "cookies" as part of the functionality of the Website. These cookies may be session cookies, which disappear when you close the browser, or persistent cookies, which remain after the browser is closed and used on subsequent visits. You must review your browser "Help" file to learn the proper way to modify the browser cookie settings. You should consult with Customer pertaining to the use and removal of cookies.
1.4. Restrictions. Your use of the Website is subject to the following restrictions. The examples of prohibited use set forth below are non–exclusive, and are provided as guidelines to you. Violation of the terms of this Section is strictly prohibited. In the event of any actual or potential violation, SAIM reserves the right to suspend or terminate, either temporarily or permanently, your access to the Website, to block any abusive activity, or to take any other actions deemed appropriate by SAIM in its sole discretion, all without limiting any other rights or remedies available to SAIM.
(a) You shall not: (i) attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Website or related documentation in any form or media or by any means, or attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human–perceivable form all or any part of the Website; or (ii) access all or any part of the Website or related documentation in order to develop a competitive product or service; or (iii) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Website or related documentation, or otherwise make the Website or related documentation available to any third party (e.g., as a service bureau).
(b) The Website may be used only for lawful purposes. The transmission, distribution, or storage of any information, data, or material in violation of any applicable law or regulation is prohibited. Without limitation of the foregoing, it is strictly prohibited to create, transmit, distribute, or store any information, data, or material which (i) intentionally infringes or misappropriates any intellectual property or proprietary rights (or after written notification of such infringement or misappropriation, fails to remedy same in a timely manner), or (ii) encourages conduct that would constitute a criminal offense or give rise to civil liability.
(c) Violations of system or network security and unauthorized access to and/or use of the Website are prohibited and may result in criminal and civil liability. SAIM will investigate potential security violations and may notify applicable law enforcement agencies if violations are suspected. It is strictly prohibited to attempt to circumvent the authentication procedures or security of any host, network, network component, or account (i.e. "cracking") to access data, accounts, or servers which you are not expressly permitted or authorized to access. This prohibition applies whether or not the attempted intrusion is successful, and includes unauthorized probes or scans performed with the intent to gather information on possible security weaknesses or exploitable configurations.
(d) You are prohibited from interfering or attempting to interfere with service to any other user, host, or network on the Internet ("denial of service attacks"). Examples of such prohibited activity include without limitation (i) sending massive quantities of data with the intent of filling circuits, overloading systems, and/or crashing hosts, (ii) attempting to attack or disable any user, host, or site, or (iii) using, distributing, or propagating any type of program, script, or command designed to interfere with the use, functionality, or connectivity of any Internet user, host, system, or site (for example, by propagating messages, via e–mail, Usenet posting, or otherwise, that contain computer worms, viruses, control characters or Trojan horses).
2. INTELLECTUAL PROPERTY RIGHTS, ACCESS AND USE
2.1. Ownership. As between SAIM and you, all content on the Website (excluding Customer Data) and all software and technology comprising or used with the Website, including, without limitation, (a) the predictive maintenance algorithms, preventative maintenance algorithms, and other proprietary mathematical models used in or with the Website, (b) any database infrastructure, data, set points, and other inputs provided by SAIM or its Affiliates or subcontractors for use in or with the Website, (c) the Website's user interface and user experience, and (d) all software code and workflows used in the Website (but excluding Customer Software) is and shall remain owned by and the sole property of SAIM, including all intellectual property and proprietary rights therein (collectively, "SAIM IP"). To the extent you have or obtain any right, title or interest in any SAIM IP, you hereby assign and agree to assign to SAIM (at no cost to SAIM) all present and future right, title and interest in and to such SAIM IP, free and clear of any liens or encumbrances. SAIM retains all rights in and to all SAIM IP. Nothing contained herein shall be construed as preventing or restricting SAIM from using any SAIM IP in any manner. For the avoidance of doubt, any modification, enhancement, derivative work or other improvement to the Website will be considered SAIM IP.
2.2. Access and Use. Subject to you complying with all obligations set forth in Section 1, SAIM hereby grants to you a limited, revocable, worldwide, non–exclusive, non–transferable, non–sublicensable right to access and use the Website solely for Customer's internal business purposes. The foregoing grant of the right to access and use the Website (x) does not authorize you to separate any SAIM IP from the Website in which it is incorporated, and (y) shall not be construed as a license under any SAIM IP.
2.3. Residuary Rights; Suggestions. SAIM shall be entitled to use the general knowledge and experience gained and retained in the unaided human memory of its and its Affiliates' contractors' personnel learned in the performance of its obligations under the Agreement and/or these Terms, including, without limitation, to improve the Website's: (a) predictive maintenance algorithms, preventative maintenance algorithms, and other proprietary mathematical models; or (b) user interface or user experience. SAIM welcomes your comments regarding the Website and SAIM's services. If you elect to provide or make available to SAIM any suggestions, comments, ideas, improvements, or other information or materials (collectively, "Suggestions") related to the Website or SAIM's services (including any related technology), whether you send such Suggestions to SAIM through the Website or through a separate communication channel, you grant SAIM a worldwide, perpetual, irrevocable, non–exclusive, royalty–free, sub–licensable, and transferable license under any and all rights in and to the Suggestions to use, reproduce, distribute, create derivative works of, adapt, display, perform, and otherwise exploit, and to make, have made, sell, offer to sell, and import any products and services incorporating or based on, Suggestions in any manner. Please do not send SAIM such information or materials if you do not wish to grant SAIM the rights set forth in the preceding sentence.
3.1. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH HEREIN, SAIM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, AND DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, OR ARISING FROM A COURSE OF PERFORMANCE OR DEALING OR TRADE USAGE, INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE WEBSITE OR ANY OTHER MATTER CONTEMPLATED BY THESE TERMS.
4. LIMITATIONS OF LIABILITY
4.1. Exclusion. SAIM AND ITS AFFILIATES SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES, LOSSES, EXPENSES OR LIABILITY ARISING OUT OF THESE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE WEBSITE. YOUR SOLE REMEDY (IF ANY) SHALL BE PURSUANT TO A CLAIM BROUGHT BY CUSTOMER AGAINST SAIM IN ACCORDANCE WITH, AND SUBJECT TO ALL LIMITATIONS SET FORTH IN, THE AGREEMENT BETWEEN SAIM AND CUSTOMER. WITHOUT LIMITING THE FOREGOING, SAIM SHALL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF PROFIT), EXEMPLARY OR PUNITIVE DAMAGES WHETHER IN CONTRACT, TORT OR OTHER THEORIES OF LAW, EVEN IF SAIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
4.2. Remedy. IN THE EVENT THAT SAIM BREACHES ANY OBLIGATION UNDER THESE TERMS, YOUR SOLE REMEDY (OTHER THAN AS SET FORTH IN SECTION 4.1) IS TO CEASE USING THE WEBSITE.
4.3. Cap. TO THE EXTENT THAT THE LIMITATIONS OF LIABILITY ARE FOUND TO BE UNENFORCEABLE, SAIM'S LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW AND SHALL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000.00); PROVIDED, THAT IN NO EVENT SHALL YOU BE ENTITLED TO RECOVER UNDER THESE TERMS AND PURSUANT TO A CLAIM BROUGHT BY CUSTOMER UNDER THE AGREEMENT BETWEEN SAIM AND CUSTOMER.
5.1. Indemnity. At SAIM's request, You will defend, indemnify and hold harmless SAIM and its Affiliates and subcontractors and their respective directors, officers and employees (each, a "SAIM Indemnified Party") from and against any and all losses, costs and expenses, including, but not limited to, reasonable attorneys' fees arising out of or resulting from third–party claims: (a) based on your use of the Website in violation of these Terms, including claims that such use infringes or misappropriates such third party's intellectual property or proprietary rights; (b) arising from your violation of law, willful misconduct or gross negligence; or (c) arising from death, bodily harm or damage to property to the extent caused by you.
5.2. Additional Provisions for Indemnification. The SAIM Indemnified Party will provide you with: (a) prompt written notice of any claim, demand or action for which it is seeking or may seek indemnification hereunder and will give you the right to control the defense using counsel reasonably acceptable to SAIM, provided, that any delayed notice will not relieve you of your indemnity obligation unless the delay caused material prejudice, and then only to the extent of such prejudice; and (b) reasonable cooperation in the defense of the claim and in the negotiations or settlements of any such claim. The SAIM Indemnified Party may, at its own expense, participate in the defense of an indemnified claim and in negotiations and settlements with counsel of its own choosing and at its expense. You shall not settle or compromise any indemnified claim without the prior written consent of the SAIM Indemnified Party (which consent will not be unreasonably withheld).
6. CONFIDENTIAL INFORMATION
6.1. Obligations of Confidentiality and Non–Use. You shall maintain the confidentiality of Confidential Information you receive pursuant to these Terms or your use of the Website. Without limiting the foregoing, you shall not disclose or disseminate the SAIM's Confidential Information or Customer's Confidential Information, respectively, to any person other than as expressly authorized by SAIM or Customer, respectively. In addition, you (a) shall take all reasonable steps to prevent unauthorized access to the Confidential Information, and (b) shall not use the Confidential Information, or authorize other persons or entities to use the Confidential Information, for any purposes other than in connection with performing your obligations or exercising your express rights hereunder. As used herein, "reasonable steps" means steps that one takes to protect its own, similarly confidential or proprietary information of a similar nature, which steps shall in no event be less than a reasonable standard of care. For avoidance of doubt, the Website and SAIM IP shall be considered Confidential Information of SAIM. The Customer Data shall be considered Confidential Information of Customer.
6.2. Exclusions. The provisions of this Section 6 respecting SAIM's Confidential Information shall not apply to the extent, but only to the extent, that such Confidential Information is: (a) already known to you free of any restriction at the time it is obtained from SAIM; (b) subsequently learned from an independent third party free of any restriction and without breach of these Terms; (c) is or becomes publicly available through no wrongful act by you or any third party (including Customer); (d) is independently developed by you without reference to or use of any of SAIM's Confidential Information; or (e) is required to be disclosed pursuant to an applicable law, rule, regulation, government requirement or court order, or the rules of any stock exchange (provided, however, that you shall advise SAIM of such required disclosure promptly upon learning thereof in order to afford SAIM a reasonable opportunity to contest, limit and/or assist you in crafting such disclosure). Any exception to your duty of confidentiality and non–use with respect to Customer's Confidential Information shall be determined solely by an applicable agreement between you and Customer.
6.3. Return or Destruction of Confidential Information. Upon SAIM's written request or termination of your right to access and use the Website, you promptly shall return to SAIM, or destroy, all of SAIM's Confidential Information, including all copies, portions and summaries thereof. If requested by SAIM, you shall certify in writing your compliance with the provisions of this paragraph.
7.1. Termination. Without limiting any other right to terminate these Terms or suspend your access to the Website, SAIM may terminate these Terms and/or suspend your access to the Website in the event you breach any of the provisions of these Terms. Termination of these Terms or suspension of your access to the Website shall be without prejudice to any other right or remedy SAIM may have under these Terms or pursuant to applicable law.
7.2. Survival. Notwithstanding any termination of these Terms, the provisions of Sections 2.1, 2.3, 3.1, 4, 5, 6, 7, and 8, as well as any other provisions of these Terms necessary to interpret the respective rights and obligations of you or SAIM hereunder, shall survive the termination of these Terms.
>8. MISCELLANEOUS PROVISIONS
8.1. No Agency. You shall not be deemed an agent, legal representative, joint venturer or partner of SAIM. You are not authorized to bind SAIM to any obligation, affirmation or commitment with respect to any other person or entity.
8.2. Assignment. You may not assign, delegate or transfer these Terms to any third party, and any attempt to do so shall be void and shall give SAIM the right to immediately terminate your access to and use of the Website, without limiting any other remedy that SAIM may have.
8.3. Third Party Beneficiaries. Except as expressly stated herein, nothing in these Terms shall confer any rights upon any other person other than the parties hereto and their respective successors and permitted assigns.
8.4. Governing Law; Venue. These Terms shall be governed by and interpreted in accordance with the laws of the State of Delaware, without giving effect to its principles governing conflicts of law. In the event of a dispute arising out of or in any way relating to these Terms, you expressly understand and agree that jurisdiction and venue shall lie exclusively in the state or federal courts in Johnson County, Kansas. You hereby irrevocably waive any objection or defense based on lack of jurisdiction, improper venue, and forum non–conveniens. The Uniform Computer Information Transactions Act and the United Nations Convention on the International Sale of Goods shall not apply.
8.5. Equitable Relief. You agree that your violation of the provisions of Section 1, Section 2 and/or Section 6 may cause immediate and irreparable harm to SAIM for which money damages may not constitute an adequate remedy at law. Therefore, you agree that, in the event you breach or threaten to breach said provisions or covenants, SAIM shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security and without limiting any other right or remedy SAIM may have.
8.6. Notices. You shall provide any notices to SAIM under these Terms by e–mail or mail using the contact information provided below. Unless you tell SAIM otherwise, or the law requires otherwise, you agree to receive all communications from SAIM by e–mail or through posting notices to your account. You are responsible for providing SAIM with up–to–date contact information, which you may do by updating your account information through the Website or by sending a message to SAIM via the contact information provided below. You agree that all communications that SAIM sends to you electronically satisfy any legal requirement that a communication be in writing. You may print the communications for your records. Notices to SAIM shall be mailed, by certified or registered U.S. mail, postage prepaid and return receipt requested, to SAIM LLC, 6363 College Boulevard, Suite 600, Overland Park, Kansas 66211, Attention: SAIM LLC; or via email to: email@example.com.
8.7. Entire Agreement; Amendment. These Terms set forth the entire agreement between you and SAIM with respect to the subject matter hereof, and supersede all prior or simultaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between you and SAIM with respect to the subject matter hereof, whether written or oral. For avoidance of doubt, these Terms do not supersede the Agreement between SAIM and Customer.
8.8. Severability. Any provision of these Terms that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of these Terms, or affecting the validity or enforceability of such provision in any other jurisdiction.
8.9. Waiver. No term or provision of these Terms will be considered waived by SAIM, and no breach consented to by SAIM, unless such waiver or consent is in writing signed on behalf of SAIM. No consent to or waiver of a breach of these Terms by SAIM, whether express or implied, will constitute SAIM's consent to or waiver of any other, different, or subsequent breach of these Terms.
8.10. Force Majeure. SAIM shall not be liable for any failure or delay in the performance of its obligations under these Terms to the extent such failure or delay or both is caused, directly or indirectly, by any reason beyond its reasonable control, including but not limited to, by fire, flood, earthquake, elements of nature or acts of God, acts of state, strikes, acts of war, terrorism, riots, civil disorders, rebellions or revolutions; quarantines, embargoes and other similar governmental action.