You hereby acknowledge and agree that the Services arranged by Signature Flight Support LLC, and any of its subsidiaries or affiliates at airports across North America, Latin America and the Caribbean, are governed by the following Terms and Conditions (hereinafter, these “Terms”).
1. DEFINITIONS: “Signature” shall refer to Signature Flight Support LLC, and any of its subsidiaries or affiliates, whose services have been contracted for in accordance with the terms and conditions set forth in this document. “You”, “Your”, and “Customer” shall refer to the entity for whom the Services are being requested. For the purposes of these Terms, Signature and Customer may each be referred to individually as a “Party” and collectively “Parties.” “Airport” shall refer to the airport at which the Services are performed. “Aircraft” shall refer to the aircraft for which Services are requested. “Services” shall refer to any products and services provided and/or furnished by Signature to Customer.
2. DISCLAIMER OF WARRANTIES: Warranties on any product or service sold and/or provided hereunder are those made solely by the manufacturer. Signature hereby expressly disclaims all warranties, either express or implied, including any implied warranty of merchantability or fitness for a particular purpose. Signature neither assumes nor authorizes any other person to assume for it any liability in connection with the sale of said products or services.
3. INDEMNIFICATION: Customer agrees to fully indemnify, save and hold harmless Signature, its subsidiaries, affiliates and parent company and the Airport from and against all claims, suits, damages, fines, penalties and actions, including reasonable attorney’s fees, costs and all expenses and fees incidental to the investigation and defense of any claim (collectively, “Damages”) arising out of Signature’s acts or omissions, or the act or omissions of its directors, officers, employees, agents or assigns, except to the extent such Damages arise from the gross negligence or willful misconduct of Signature.
THE PARTIES HEREBY AGREE THAT UNDER NO CIRCUMSTANCES SHALL SIGNATURE BE LIABLE TO THE CUSTOMER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING STRICT LIABILITY AND NEGLIGENCE), SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF USE OR ANTICIPATED PROFITS, DIMINUTION OR LOSS OF VALUE, OR COSTS ASSOCIATED WITH SUBSTITUTION OR REPLACEMENT AIRCRAFT.
4. FORCE MAJEURE: Except each party’s monetary obligations, neither party shall be liable or deemed in default to the extent that performance is delayed or prevented for any reason beyond the reasonable control of either party. The party affected by any such delay or prevention of performance shall give prompt notice to the other and use its best efforts to remove the cause as promptly as possible.
5. APPLICABLE LAW: These Terms shall be governed by the laws of the jurisdiction in which the Airport is located. The parties will try to amicably resolve any dispute relating to these Terms and/or the Services within sixty (60) days from receipt of the first notice of a dispute by either party. If the parties do not timely resolve the dispute, Customer hereby (a) submits and consents to personal jurisdiction in the State of Florida for any action arising out of or in connection with these Terms and/or the Services; (b) waives any and all personal rights under the laws of any state to object to jurisdiction within the State of Florida; and (c) agrees that for any cause of action arising out of or in connection with these Terms and/or the Services
, the exclusive venue shall be a federal court in Orange County, Florida, and only if that court lacks jurisdiction, then venue shall be proper only in a state court physically located in Orange County, Florida.
6. REPRESENTATION OF INSURANCE: By execution of these Terms, the Customer represents to Signature that it currently maintains, from reputable insurance carriers, policies of aircraft and comprehensive general liability insurance with respect to its aircraft, operations and maintenance, as well as “all risk” type hull insurance on its aircraft and engines. In the event claims are also made against Signature’s insurance carriers, Customer’s insurance carriers shall provide primary coverage. Customer and its insurers waive their rights of subrogation in favor of Signature with respect to Damages arising from Services performed by Signature and/or the presence or expected presence of the Aircraft or the Customer (or its, employees, crew, contractors, subcontractors, passengers, invitees, officers, directors, servants, or vendors) at the Airport.
7. TOWING: Unless otherwise agreed upon in writing, Signature shall have the primary responsibility to tow Aircraft. The Customer agrees not to undertake the towing/repositioning of the Aircraft.
8. PAYMENT: In consideration of the Services provided by Signature, Customer agrees to pay all charges incurred for Services provided with respect to the Aircraft described on this Agreement while located at the Airport, including actual attorneys' fees if collection is required.
9. DEFAULT; REMEDIES: It shall be considered a “Default” pursuant to these Terms if Customer fails to make any payment to Signature when due. In the event of any Default hereunder, Signature shall have the right at Signature’s option, to relocate the Aircraft to any location at the Airport without notice. (Customer hereby waives any right or claim to recover damages from Signature relating to such towing, removal, storage, and relocation); In addition to the foregoing, Signature is entitled to all rights and remedies available to it at law or equity.
10. ENTIRE AGREEMENT: Except as otherwise agreed upon in writing by the Parties, the Terms constitutes the entire agreement and all prior correspondence, memoranda, negotiations, or understandings (written or oral) and are merged into and superseded by these Terms.
11. RELOCATION: Notwithstanding any provision of these Terms to the contrary, Signature shall have the right to temporarily relocate the Aircraft from time to time and the terms and conditions of these Terms shall apply with respect to such relocated space.
12. AUTHORITY: You represent that you are fully authorized to enter into these Terms on behalf of the Customer and the Aircraft owner(s) and to bind the Customer and the Aircraft owner(s) to the terms and conditions set forth in these Terms.
13. SAFETY AND SECURITY: Customer shall comply at its own expense with all applicable security requirements, including, but not limited to, those of Signature, Federal Aviation Regulations (“FAR”), the TSA, and any Airport Security Program, all as amended from time to time. Customer shall take all action necessary or as directed by Airport to ensure compliance such requirements. If Signature or the Airport incurs any fines as a result of the acts or omissions of the Customer, Customer agrees to pay all such fines and penalties in accordance with its indemnification obligation set forth herein and to cure any security deficiency immediately. Signature and the Airport reserve the right to take whatever action necessary to cure any security deficiency if Customer fails to remedy the security deficiency promptly and to be reimbursed any and all costs and expenses associated with such action.
14. SECURITY OF PERSONAL PROPERTY: Customer is at all times responsible for securing and locking the Aircraft, including but not limited to properly inspecting, approving, and attaching tie down ropes or chains. Signature’s performance of any Services or providing ropes, chains, or chocks does not constitute Signature’s acceptance of responsibility for the Aircraft’s overall security. Signature shall have no obligation to accept keys to the Aircraft, automobiles, or other vehicles. Signature shall not be responsible for the security of Customer’s personal property, including the Aircraft, and including but not limited to deliveries made to Customer. Customer acknowledges that any security or safety measures employed by Signature are for the protection of Signature’s own interests; that Signature is not a guarantor of the security or safety of Customer, its employees, guests, contractors or licensees, or of its property; and that such security and safety matters are the responsibility of Customer and the local law enforcement authorities.
15. INCLEMENT WEATHER: Customer agrees to indemnify, hold harmless, release and defend Signature from any and all Damages arising out of any effects of inclement weather. Customer shall be solely responsible for any such losses, or it will look solely to its insurance coverage. Customer waives all rights of subrogation for itself and its insurance carriers.
16. NON-WAIVER: No waiver by any Party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the Party so waiving. No waiver by any Party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from these Terms shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
17. DATA PRIVACY: Signature uses Customer passenger and flight crew personal details to provide flight related services including facilitating passenger and flight crew entry into and exit from the country [and state] where the flight lands, or from which the flight departs. This necessarily includes handling information provided by Customer or its agent related to the passengers and flight crew passport and visa details, and if relevant, flight related health/access requirements and/or dietary/religious preferences or requests.
18. TRADE CONTROLS/SANCTIONS: Customer represents that Customer, the Aircraft and its owner(s)/operator, Customer’s passengers, origin, destination, and the purpose of route are not subject to sanctions, that the flight is being carried out in compliance with applicable trade controls, and that providing the Services will not cause Signature to be in violation of any trade controls or subject to any sanctions or other penalties. Trade controls include restrictions on: (i) transactions or other dealings with sanctioned countries/territories or sanctioned entities, individuals, or governments; (ii) exports, reexports, and other transfers of goods, software, and technology across borders, or to persons of other nationalities; and (iii) direct or indirect support of certain unsanctioned non-U.S. boycotts. Customer retains responsibility for compliance with all applicable trade controls. Any violation Signature discovers may result in immediate termination of the Services and may be reported to law enforcement authorities.
19. APPLICABILITY: These Terms shall apply at each of Signature’s fixed base operations with respect to the Customer and/or the Aircraft.
20. SEVERABILITY: If any authority with proper jurisdiction determines that any provision is illegal, unenforceable, or invalid in whole or in part for any reason, all valid and enforceable provisions remain unaffected.
21. WAIVER OF JURY TRIAL: THE PARTIES STIPULATE THAT TRIAL BY JURY IS WAIVED.
