FLY-FLAT TERMS OF SERVICE –(UPDATED 9-18-19)

By accessing or using Fly-Flat, LLC’s websites, its related mobile apps, and messaging Fly-Flat across but not limited to third party platforms such as Signal, Telegram, WhatsApp, iMessage, SMS messages, Phone calls, or email. (collectively, the “Fly-Flat Business Service” or “Services”), you agree to the following terms: 

THE FLY-FLAT BUSINESS SERVICE IS OWNED AND OPERATED BY FLY-FLAT, LLC. (“FLY-FLAT,” “WE” or “US”). THESE TERMS OF SERVICE ARE A BINDING LEGAL AGREEMENT BETWEEN YOU (“YOU” OR “CLIENT”) AND FLY-FLAT REGARDING YOUR AND YOUR AUTHORIZED CLIENT USERS’ (AS DEFINED BELOW) USE OF THE SERVICES (TOGETHER WITH THE PRIVACY POLICY AND THE MOBILE TERMS WHERE APPLICABLE, THE “TERMS”). YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, AND THAT YOU UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS AND ALL OTHER TERMS AND POLICIES REFERENCED IN THESE TERMS, WHETHER OR NOT YOU HAVE REGISTERED ON OR THROUGH THE SERVICES. IF YOU DO NOT AGREE, THEN YOU HAVE NO RIGHT TO ACCESS OR USE THE SERVICES. IF YOU ACCEPT OR AGREE TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND THAT COMPANY OR OTHER LEGAL ENTITY TO THESE TERMS AND, IN SUCH EVENT, “YOU” AND “YOUR” WILL REFER AND APPLY TO THAT COMPANY OR OTHER LEGAL ENTITY.

 

The Services are offered and available solely to users who are 18 or older. By using the Services, you represent and warrant that you are of legal age to form a binding contract with Fly-Flat and meet all of the foregoing eligibility requirements. If you do not meet these requirements, you must not access or use the Services. THESE TERMS REQUIRE THE USE OF ARBITRATION TO RESOLVE INDIVIDUAL DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU SHOULD THERE BE A DISPUTE.We reserve the right to modify or replace these Terms at any time and in our sole discretion. When we do, we will update the last revised date at the top of these Terms. Any changes will be effective immediately upon posting the revised version (or such later effective date as may be indicated at the top of the revised Terms). It is your responsibility to regularly check the Fly-Flat website to determine if there have been changes. Your continued use of the Fly-Flat Business Service following the posting of any changes to the Terms of Service will constitute your acceptance of any such changes.

1.  Our Services

1.1  Fly-Flat is in the business of providing air travel search, sourcing, booking, and management. The Fly-Flat Business                 Service provides Client and its Client Users with access to Fly-Flat’s online business airfare booking platform known as           the Fly-Flat Business Service.

1.2  The Fly-Flat Business Service may be accessed and used under these Terms only through the web-based or mobile              interface furnished or recommended by Fly-Flat (e.g. WhatsApp, Telegram, email, etc.), and only for the purpose of                  making legitimate travel reservations and purchases for business users. You agree that you will not engage in or permit,        any access to or use of the Fly-Flat Business Service: to negotiate prices on travel to be purchased outside the Fly-Flat            Business Service, in any manner that violates applicable law or Fly-Flat’s published policies, terms, or conditions,                      including but not limited to those listed in these Terms, or for any other illegitimate or unauthorized purpose.

1.3  The Fly-Flat Business Service will provide travel availability and rates from multiple suppliers from both the private and             public travel markets, to the extent such information is available to Fly-Flat for inclusion in the Fly-Flat Business Service.           The Fly-Flat Business Service will require Clients to provide the credit card information to secure the travel booking;               however, the credit card charge will be processed by a third party whose service is being purchased on or through the           Fly-Flat Business Service, rather than by Fly-Flat. Fly-Flat is not responsible for any booking that does not get reserved         and/or ticketed due to a credit card that is declined by any such third party.

1.4  Fly-Flat is acting as an intermediary for Client and Client Users to find travel services, which are sold and fulfilled by

       third-party providers. Fly-Flat is not responsible for breach of contract or any actions or omissions on the part of the                travel providers which result in loss, damage, delay, injury, or expense to you, traveler, or any other person.

1.5  Fly-Flat will use reasonable efforts to provide customer support 24 hours per day, 7 days per week, 365 days a year.

1.6  Fly-Flat may suspend access to the Fly-Flat Business Service at any time, with or without notice, in the event of any                actual or reasonably suspected violation of these Terms by you or any of your Client Users.

 

 

2.  Your Responsibilities

2.1  The Fly-Flat Business Service is for travelers trying to find and book air travel, and Fly-Flat grants you a limited, non-                 transferable, non-exclusive, limited, and revocable license, with no right to sublicense, to use and access the Fly-Flat               Business Service solely for your personal, non-commercial use. You represent that all information you or your Client               Users supply on the Fly-Flat Business Service is true, accurate, current, and complete. If you book travel found on

       Fly-Flat on another person’s behalf, you represent that you are authorized to make that booking, are taking full financial         responsibility for the entirety of the services purchased, including but not limited to booking costs, taxes, and fees,                 change fees, etc and you agree to inform that person about all terms, conditions, rules, and restrictions applicable to               that booking. Without separate, written permission from Fly-Flat in advance, you may not:

                (I)  reuse or “scrape” Fly-Flat’s data for use in another service or website,

                (ii) attempt to circumvent any controls or limitations Fly-Flat places on your ability to access Fly-Flat or information                         on the Fly-Flat Business Service, including by means of robot exclusion headers,

               (iii)  use any bots, scrapers, brute-force tools, or other automated methods for accessing, slowing down, or                                     disabling the Fly-Flat Business Service or otherwise interfering with the proper function of the website,

               (iv) “frame”, “mirror” or otherwise incorporate any part of the Fly-Flat Business Service into any other website or                             service, or
               v)  take any action that imposes, or may impose (as determined at our discretion), an unreasonable or 

                   disproportionately large load on the Fly-Flat Business Service. Except as otherwise stated, the rights granted                           herein are subject to the following restrictions:

                                     a)  you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially     

                                         exploit the Services; and

                                    (b)  you shall not copy, reproduce, disseminate, distribute, modify, adapt, create derivative works of,                                                  publicly display, publicly perform, stream, broadcast, republish, download, disassemble,

                                          reverse compile, reverse engineer, store, post, or transmit any of the material or content on our                                                  Services, in whole or in part, except as permitted in these Terms. No licenses or rights are

                                          granted to you by implication or otherwise under any intellectual property rights owned

                                          or controlled by Fly-Flat, its licensors, or others, except for the licenses and rights expressly

                                          granted in these Terms.     

2.2  In addition, you and your Client Users hereby agree that:

               2.2.1  you and your Client Users will keep all content from and access to the Fly-Flat Business Service strictly                                      confidential and restricted to you only. Fly-Flat reserves the right to terminate service upon violation of this                                clause;

              2.2.2  you and your Client Users will ensure that only you access or use the Fly-Flat Business Service under these                              Terms, and that you understand and will comply with the usage restrictions and other terms and conditions                               herein. You will maintain (and ensure that all Client Users that you authorize maintain) the confidentiality of                               account information and passwords. You are responsible for all activities occurring under any of those                                       accounts, whether or not you claim to have authorized such activities;

              2.2.3  you will submit to Fly-Flat a completed client profile, and each of your authorized users (each, a “Client User”)                           must submit to Fly-Flat a completed end-user profile, each in a written or (if applicable) electronic form                                       designated by Fly-Flat from time to time (respectively, the “Client Profile” and “User Profile”). You are                                         responsible for the accuracy and completeness of the Client Profile and each User Profile;

             2.2.4  you will submit any User Profiles for your Client Users before purchase of Fly-Flat services for that user.

2.3  You hereby agree to indemnify Fly-Flat and Fly-Flat’s agents, employees, service providers, and other partners and hold each of them harmless against any and all loss, liability, damage, claims, demands or suits and related costs and expenses to persons or property that arise, directly or indirectly, from acts or omissions of your or any of your Client Users in connection with the Fly-Flat Business Service or any travel booked through the Fly-Flat Business Service.

 

 

 

3.  Confidentiality

3.1  You and Fly-Flat each agree that information identified as confidential or proprietary (“Confidential Information”) shall               remain confidential and that they shall each be prohibited from disclosing any of the other’s Confidential Information to           a third party; provided, however, that the foregoing will not be construed as prohibiting Fly-Flat from disclosing your               card information or other transaction details to the third-party provider with whom you are booking travel through the             Fly- Flat Business Service. All terms of your agreement with Fly-Flat are confidential and neither you nor Fly-Flat may              disclose any specifics without the written consent of the other. Fly-Flat may include your name on its website and other           marketing materials to solicit additional customers upon receiving written confirmation. You and Fly-Flat acknowledge            that each may have access to the other party’s Confidential Information beyond the terms of your use of the Fly-Flat                Business Service. Each will use the same level of care it uses to protect its own Confidential Information and will use, at a        minimum, that same level of care to protect the other party’s Confidential Information. Confidential Information may                  include the following types of information, whether oral, or in written or electronic form: files, designs, specifications,                HTML, computer source and object code, development plans, trade secrets, ideas or materials relating to past, present,          planned, or foreseeable business, products, developments, technology or activities of a party.

 

 

 

4.  Intellectual Property

4.1  The Fly-Flat Business Service, and all information, data, and other content and materials available on the Fly-Flat                       Business Service, including, but not limited to, the Fly-Flat logo and all designs, text, documents, graphics, software,                 sounds files, other files and the selection and arrangement thereof are the proprietary property of Fly-Flat and

       its suppliers and licensors and are protected by the U.S. and international intellectual property laws. Fly-Flat and

       its suppliers and licensors reserve all rights, titles, and interests, including all intellectual property rights in and to all

       such information, data, and other content and materials.

4.2  Fly-Flat and the Fly-Flat logo are trademarks of Fly-Flat, and may not be copied, imitated or used, in whole or in part,               without the prior written permission of Fly-Flat. All other trademarks, product names and company names or

       logos mentioned on the Fly-Flat website are property of their respective owners. You understand that reference to

       any products, services, processes or other information, by trade name, trademark, manufacturer, supplier or otherwise,           does not constitute or imply endorsement, sponsorship, or recommendation thereof by us, or vice versa.

 

 

5.  Pre-Release Services

5.1  Subject to these Terms, Fly-Flat may make beta and other pre- release services, and related documentation, materials,          and information (collectively, the “Pre-Release Services”) available to you from time to time for the purpose of providing          Fly-Flat with feedback on the quality and usability of the Pre-Release Services. You understand and agree that your use          of the Pre-Release Services is solely for testing and evaluation purposes in connection with the Fly-Flat Business Service        and will not be used for any commercial purposes. During your participation in the Pre-Release Services, Fly-Flat is not           obligated to provide you with any maintenance, technical or other support for the Pre-Release Services.

      You acknowledge that Fly-Flat has no express or implied obligation to announce or make available a commercial version       of the Pre-Release Services to anyone in the future. Should a commercial version be made available, it may have features       or functionality that are different from those found in the Pre-Release Services.

5.2 Disclaimer of Warranties

           5.2.1  THE FLY-FLAT BUSINESS SERVICE AND ANY PRE-RELEASE SERVICES ARE OFFERED “AS IS”. THAT MEANS                           WE DON’T GUARANTEE THE QUALITY, QUANTITY, COMPLETENESS, ACCURACY, AVAILABILITY, OR SPEED                         OF THE Fly-Flat BUSINESS SERVICE AND ANY PRE-RELEASE SERVICES, OR MAKE ANY OTHER                                               REPRESENTATION ABOUT THE INFORMATION WE DISPLAY, INCLUDING BUT NOT LIMITED TO: PRICES,                               SCHEDULES, FARES, PHOTOGRAPHS, SEAT AVAILABILITY, AIRCRAFT TYPES, AIRLINE NAMES, FREQUENT                           FLYER MILE EARNING, OR THE HELP WE PROVIDE VIA LIVE CHAT OR EMAIL.

           5.2.2  FLY-FLAT AND ITS LICENSORS AND SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES OF ANY KIND-                                      EXPRESS OR IMPLIED-INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY,                                      FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FLY-FLAT DISCLAIMS ALL                                      WARRANTIES AND CONDITIONS THAT THE SERVICE OR ANY EMAIL SENT FROM FLY-FLAT IS FREE OF                                VIRUSES OR OTHER HARMFUL COMPONENTS.

            5.2.3  NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM FLY-FLAT WILL                               CREATE ANY WARRANTY THAT IS NOT EXPRESSLY STATED IN THESE TERMS. SOME JURISDICTIONS DO                           NOT ALLOW DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY BY                                           JURISDICTION. IN SUCH JURISDICTIONS, THE FOREGOING DISCLAIMERS SHALL APPLY TO THE FULLEST                           EXTENT PERMITTED BY LAW.

 

 

6.  Limitation of Liability

6.1  YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING        OUT OF YOUR ACCESS TO AND USE OF THE SERVICES REMAINS WITH YOU. IN EXCHANGE FOR FLY-FLAT’S                       PROVISION OF THE FLY-FLAT BUSINESS SERVICE TO YOU, YOU AGREE THAT FLY-FLAT IS ENTITLED TO A                         LIMITATION OF LIABILITY. IN NO EVENT WILL FLY-FLAT, OR ITS LICENSORS OR SUPPLIERS, BE LIABLE ON ANY                   CLAIMS ARISING OUT OF OR RELATING TO YOUR USE OR YOUR CLIENT USER’S USE OF OR INABILITY TO USE THE         FLY-FLAT BUSINESS SERVICE, ON ANY THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, CONTRACT,                   TORT, STRICT LIABILITY, OR OTHERWISE. THIS LIMITATION OF LIABILITY APPLIES TO, BUT SHALL NOT BE LIMITED          TO ANY CLAIM FOR:

                    (I)  DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, SUCH AS                                       DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR OTHER INTANGIBLE LOSSES (EVEN IF FLY-FLAT OR                                 ANY SUPPLIER OR LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES);

                   (II)  THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES;

                   (III)  INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (IV) ANY AMOUNTS PAID BY YOU TO                              ANY OF FLY-FLAT’S BUSINESS PARTNERS, INCLUDING BUT NOT LIMITED TO OUR DATA PROVIDERS AND                          THE SITES TO WHICH WE LINK. IN NO EVENT WILL FLY-FLAT’S AGGREGATE LIABILITY ARISING OUT OF                                OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES                                  EXCEED THE AMOUNTS YOU HAVE PAID TO FLY-FLAT IN THE PRECEDING SIX (6) MONTHS PRIOR TO THE                          EVENT GIVING RISE TO A CLAIM. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE                                                      FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLY-FLAT AND YOU. SOME                                        JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR                           INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN NO EVENT WILL FLY-                               FLAT BE LIABLE TO YOU FOR ANY MORE THAN THE TOTAL AMOUNT YOU HAVE PAID TO FLY-FLAT.

6.2  THIS LIMITATION OF LIABILITY SHALL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF                     OTHER SERVICES OR PRODUCTS RECEIVED THROUGH OR ADVERTISED ON THE FLY-FLAT BUSINESS SERVICE, OR          ADVICE RECEIVED THROUGH OR ADVERTISED ON THE FLY-FLAT BUSINESS SERVICE, OR SERVICES, PRODUCTS              OR ADVICE RECEIVED THROUGH ANY LINKS PROVIDED IN THE FLY-FLAT BUSINESS SERVICE. (OF PARTICULAR                IMPORTANCE, THIS MEANS WE ARE NOT RESPONSIBLE IF YOUR OR YOUR CLIENT USER’S FLIGHT, OR OTHER                  TRAVEL IS DELAYED OR CANCELED.) THE INCLUSION, RECEPTION, OFFERING, OR ADVERTISING OF ANY                            SERVICES OR PRODUCTS THROUGH OR ON THE FLY-FLAT BUSINESS SERVICE DOES NOT CONSTITUTE ANY                    ENDORSEMENT OR RECOMMENDATION OF SUCH SERVICES OR PRODUCTS BY FLY-FLAT.

6.3  EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS.             THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.           THE FOREGOING SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

6.4  The Fly-Flat Business Service is controlled and offered by Fly-Flat in the United States of America. Those who access or          use the Fly-Flat Business Service from other jurisdictions do so at their own volition and are responsible for compliance        with local law.

 

 

7.  Third-Party Content and Services

7.1  The Services may contain links to third-party websites or resources. You acknowledge and agree that Fly-Flat is not                 responsible or liable for:

              (I)  the availability or accuracy of such websites or resources; or

              (ii)  the content, products, or services on or available from such websites or resources. Links to such websites or                           resources do not imply any endorsement by Fly-Flat of such websites or resources or the content, products, or                         services available from such websites or resources. You acknowledge sole responsibility for and assume all risk                       arising from your use of any such websites or resources or the content, products, or services on or available from                     such websites or resources. T

7.2  You may integrate various functionalities from other services, such as Microsoft Outlook and Google Calendar, with the          Fly-Flat Business Service. If you choose to integrate another service’s functionality with Fly-Flat, you understand that                that service’s terms and conditions are what govern your relationship with that service, not these Terms.

7.3  You also may interact with the Fly-Flat Virtual Travel Agent via a third-party service, such as Facebook Messenger,                   Intercom, WhatsApp, Telegram, or email. Again, you understand that your relationships with those third-party services             are governed by the terms of service for those services, not these Terms and that we are not responsible for these third         parties’ privacy, data security, or other practices, or their content, advertising, or other materials they may provide to you.

 

 

8.  Modifications to the Fly-Flat Business Service

8.1  From time to time we may modify, discontinue, or restrict, temporarily or permanently, portions or all of the Fly-Flat                  Business Service. We may do this without notifying you. We reserve our right to make these changes for any reason or          no reason at all. We also reserve our right to terminate your license to use the Fly-Flat Business Service, and to block,            restrict or prevent your future access to or use of the service. We may do this without notice to you, and for any or no               reason. Neither we nor our suppliers or licensors will be liable to you or to any third party for any modification,                         discontinuance, or restriction of the Fly-Flat Business Service.

 

 

9.  Payment Terms

9.1  The Client shall be responsible for all travel costs and charges, including, without limitation, taxes, prepaid ticket                       charges, rush ticket deliveries, invoice/ticket reprints, penalties, waivers, reservation cancellation or modification                     charges, airline service fees, void processing fees and penalty fares incurred by it, as well as the cost of lost ticket                   applications, ticket copies and ticket usage verifications, unless costs and charges are incurred as a result of the                      negligence or misconduct of Fly-Flat.

9.2  The Client will pay interest on any overdue accounts at a rate of 10% per month, calculated monthly from the due date            to the date of payment.

 

 

10.  Fare Rules

10.1  PLEASE CONTACT OUR BOOKING PARTNER OR AIRLINE FOR THE SPECIFIC FARE RULES FOR YOUR                                    RESERVATIONS.

 

 

11.  Refunds and Cancellations

11.1  FARES MAY NOT BE REFUNDABLE, NOT ALLOW NAME CHANGES AND ARE NOT TRANSFERABLE.

11.2  Cancellation, and no show fees are documented in Fly-Flat’s Change and Cancellation Fee policy which can be found             here.

 

 

12.  Changes

12.1  THE RESERVATION MAY BE CHANGED IF ALLOWED BY THE BOOKING PARTNER, HOWEVER, A CHANGE FEE MAY             APPLY AND YOU MAY BE SUBJECT TO ADDITIONAL FARE CHARGES IF THE NEW FARE IS DIFFERENT FROM THE               PURCHASED FARE. TO MAKE CHANGES, PLEASE CONTACT THE FLY-FLAT TRAVEL CONCIERGE THAT PROCESSED           THIS PURCHASE.

12.2  Change fees are documented in Fly-Flat’s Change and Cancellation Fee policy which can be found here.

* Please note, all Non-Fly-Flat inventory bookings will be assessed a $50 service fee. This fee is waived for any Fly-Flat Gold or higher members.

 

 

13.  Your Privacy

13.1  We may collect registration, payment, and other information about you through the Fly-Flat Business Service. Our                    collection and use of this information is described in the Fly-Flat Privacy Policy.

 

17.  Integration and Severability

17.1  These Terms, together with the other terms referenced herein (which are hereby incorporated by this reference),                     constitute the entire agreement between you and Fly-Flat with respect to your use of the Fly-Flat Business Service and           supersede any prior agreement between you and Fly-Flat. Should one or more provisions of these Terms be found to             be unlawful, void or unenforceable, such provision(s) shall be deemed severable and will not affect the validity and/or             enforceability of the remaining provisions of the Terms, which will therefore remain in full force and effect. Our failure or         delay in enforcing any provision of these Terms at any time does not waive our right to enforce the same or any other             provision(s) of these Terms in the future. Fly-Flat reserves any rights not expressly granted herein. From time to time,               Fly-Flat may enter into a supplemental written agreement with users of the Fly-Flat Business Service (each such                      agreement, an “Addendum”). In such cases, these Terms will be deemed to have been modified as set forth in such                Addendum.

 

 

18.  Governing Law

18.1  These Terms, and all legal issues arising from or related to the Fly-Flat Business Service, shall be governed by and                  construed in accordance with the laws of the State of California without regard to that state’s conflict of law provisions.             The exclusive jurisdiction and venue of any action to prevent the actual or threatened infringement, misappropriation,             or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights will be the                 state and federal courts located in the Northern District of California and each of the parties hereto waives any                         objection to jurisdiction and venue in such courts.

 

 

19.  Arbitration

19.1  All disputes between you and Fly-Flat will be resolved by BINDING ARBITRATION as described in more detail in the                Arbitration Agreement included below. You thus GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your                rights under this agreement (except for matters that may be taken to small claims court). Your rights will be determined           by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. You are                 entitled to a fair hearing, but the arbitration procedures are simpler and more limited than they would be in court.                     Arbitrator decisions are as enforceable as any court order and are subject to very limited review by courts or judges.

 

 

20.  Arbitration Agreement

PLEASE READ THIS ARBITRATION CLAUSE CAREFULLY BECAUSE IT AFFECTS YOUR RIGHTS.

20.1   You and Fly-Flat agree that any dispute, claim or controversy arising out of or relating in any way to the Fly-Flat                        Business Service, our website or user interfaces, or these Terms shall be determined by binding arbitration, except

          that each party retains the right to bring an individual action in small claims court and the right to seek injunctive 

          or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement,                            misappropriation, or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual 

          property rights. You and Fly-Flat agree that this arbitration agreement extends to the determination of the scope

          or applicability of this agreement to arbitrate. Arbitration is more informal than a lawsuit in court. Arbitration uses

          an arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited

           review by courts. Arbitrators can award the same damages and relief that a court can award. Any arbitration under

           these Terms will take place on an individual basis; class arbitrations and class actions are not permitted.

 20.2  You agree that, by using the Fly-Flat Business Service, you and Fly-Flat are each waiving the right to a trial by jury

          or to participate in a class action. The Federal Arbitration Act governs the interpretation and enforcement of 

          this provision. This arbitration provision shall survive termination of your use of the Fly-Flat Business Service.

          20.3 If you elect to seek arbitration, you must first send to Fly-Flat, by certified mail, a written Notice of Dispute                        (“Notice”). The Notice to Fly-Flat should be addressed to: Fly-Flat, Attn: Zach Resnick 647 Fairview Street Oakland,                  CA 94609 (“Notice Address”). The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set

          forth the specific relief sought (“Demand”). If Fly-Flat and you do not reach an agreement to resolve the claim within                30 days after the Notice is received, you or Fly-Flat may commence an arbitration proceeding or file a claim in

          small claims court. During the arbitration, the amount of any settlement offer made by Fly-Flat or you shall not be 

          disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Fly-Flat is entitled.                You may download a form Notice and a form to initiate arbitration at www.adr.org.

20.4  After Fly-Flat receives notice at the Notice Address that you have commenced arbitration, it will promptly reimburse 

          you for your payment of the filing fee, unless your claim is for greater than $10,000. (The filing fee currently is $125

          for claims under $10,000 but is subject to change by the arbitration provider. If you are unable to pay this fee, Fly-Flat

          will pay it directly upon receiving a written request at the Notice Address.) The arbitration will be governed by the

          Commercial Arbitration Rules and the Supplementary Procedures for Consumer-Related Disputes (collectively, “AAA

          Rules”) of the American Arbitration Association (“AAA”), as modified by this Agreement, and will be administered by

          the AAA.

20.5  The AAA Rules are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by writing to the Notice

          Address. The arbitrator is bound by the terms of these Terms. All issues are for the arbitrator to decide, including

          issues relating to the scope and enforceability of this arbitration agreement. Unless Fly-Flat and you agree otherwise,              any arbitration hearings will take place in the county (or parish) of your primary residence. If your claim is for $10,000              or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents                   submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules.             If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner               in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision sufficient to explain the                   essential findings and conclusions on which the award is based. Except as otherwise provided for herein, Fly-Flat will             pay all AAA filing, administration, and arbitrator fees for any arbitration initiated in accordance with the notice

           requirements above.

20.6   If, however, the arbitrator finds in favor of Fly-Flat as to the substance of your claim or the relief sought, you will 

          reimburse Fly-Flat for your portion of the filing fee. If the arbitrator finds that either the substance of your claim or the

           relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth

           in Federal Rule of Civil Procedure 11(b)), then the payment of all AAA filing, administration, and arbitrator fees will be

           governed by the AAA Rules. In such case, you agree to reimburse Fly-Flat for all monies previously disbursed by it

           that are otherwise your obligation to pay under the AAA Rules. In addition, if you initiate an arbitration in which you

           seek more than $10,000 in damages, the payment of these fees will be governed by the AAA Rules. The arbitrator

           may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent

          necessary to provide relief warranted by that party’s individual claim.

20.7  YOU AND FLY-FLAT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS

          INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR

          REPRESENTATIVE PROCEEDING. Further, unless both you and Fly-Flat agree otherwise, the arbitrator may not

         consolidate more than one person’s claims with your claims, and may not otherwise preside over any form of a

         representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this

         arbitration provision shall be null and void.

20.8  Notwithstanding any provision in these Terms to the contrary, we agree that if Fly-Flat makes any future change to

         this arbitration provision (other than a change to the Notice Address), you may reject any such change by sending us

         written notice within 30 days of the change to the Arbitration Notice Address provided above. By rejecting any such

        change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this

         provision, and agree to promptly cease using the Fly-Flat Business Service.

 

 

21.  Referral Program

21.1  We have created a referral program to facilitate introductions to the Fly-Flat Business Service. If you are interested in              receiving information about our referral program, you should see our Referral Program Terms.

 

 

22.  Mobile Terms

22.1  If you use Fly-Flat’s mobile apps to access the Fly-Flat Business Service (the “Mobile Service”), you accept and agree

         to be bound by the terms in this section, in addition to the rest of these Terms. Your continued use of the Mobile

         Service is conditioned upon Your compliance with these Mobile Terms.

22.2  By using the Mobile Service, you understand and agree that Fly-Flat has no obligation to maintain, support, upgrade,

         or update the Mobile Service, or to provide all or any specific content through the Mobile Service. You further

         understand and agree that we may access, collect, and use information, which may include personally identifiable

         information, which your mobile device automatically makes available to our mobile app, consistent with our Privacy

        Policy.23. Feedback

        We welcome and encourage you to provide feedback, comments, and suggestions for improvements to the Services

        (“Feedback”). You may submit Feedback by emailing us at [fly-flat.team@easpoint.com]. You acknowledge and agree

        that if you submit any Feedback to us, you hereby grant to us a non-exclusive, worldwide, perpetual, irrevocable,

        fully-paid, royalty-free, sub-licensable and transferable license under any and all intellectual property rights that you

        own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any

        purpose.

 

 

23.  Export Control

        You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that the Services are exported          or re-exported directly or indirectly in violation of, or used for any purposes prohibited by such laws and regulations. By           using the Services, you represent and warrant that:

                      (I)  you are not located in a country that is subject to a U.S.Government embargo, or that has been designated                               by the U.S. Government as a “terrorist supporting” country; and

                     (ii)  you are not listed on any U.S. Government list of prohibited or restricted parties.

24. Assignment 

        You may not assign or transfer these Terms, by operation of law or otherwise, without Fly-Flat’s prior written                            consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Fly-            Flat may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms          will bind and inure to the benefit of the parties, their successors, and permitted assigns.

 

 

25. Notices

        Any notices or other communications permitted or required hereunder, including those regarding modifications to                  these Terms, will be in writing and given:

                  (I)  by Fly-Flat via email (in each case to the address that you provide);

                 (ii)  by posting to the Site; or

                 (iii)  via the Application. For notices made by e-mail, the date of receipt will be deemed the date on which such                               notice is transmitted.

FLYFLAT
Terms & Conditions

Collectively, the “FlyFlat Business Service” or “Services"