HelicopterSales.com

User Agreement

HelicopterSales.com User Agreement

Effective Date: September 27, 2000

I: HELICOPTERSALES.COM WEB SITE GENERAL TERMS AND CONDITIONS

HelicopterSales.com provides a web site located on the Internet at http://www.HelicopterSales.com. (the "Site") that allows registered customers ("Users") to buy and sell helicopters using the Site. Through the Site, Users are able to search helicopters for sale, buy helicopters, and/or list and sell helicopters. Users can be both Buyers and Sellers. If a User offers a product for sale, the User is considered a "Seller." If a User responds to an offered product, or posts an inquiry for the purchase of a product, the User is considered a "Buyer."

 

1. Agreement with Terms and Conditions

This User Agreement (this "Agreement’) describes the Terms and Conditions applicable to your use of the Site. By clicking the "I AGREE" button below, you accept the terms and conditions of this Agreement. Please print a copy of these Terms and Conditions for your records. If you have questions concerning these Terms and Conditions, please contact us at service@HelicopterSales.com.

HelicopterSales.com may amend the User’s Terms and Conditions at any time by posting the amended Users Terms and Conditions on the Site, and the effective date of any such amendment will be the date on which the amended Users Terms and Conditions is so posted on the Site. Without limiting the generality or effect of the foregoing, we may also add, delete or modify some or all of our services at any time at our sole discretion.

Users may freely search the Site’s inventory of helicopters offered for sale. However, Users inquiring about a potential purchase transaction or initiation of a listing of helicopter(s) for sale must provide the information requested on the form(s) provided by the Site. By submitting a completed User information form, a User attests that all information provided is true and correct. No personal User information will be marketed to, or exchanged with, any entity outside of this Site not involved in a transaction with the User.

2. Eligibility of Users

The Site is available to any qualified participant in the worldwide helicopter industry who is capable of forming a legally binding contract under applicable law. Notwithstanding anything to the contrary contained in this Agreement, we may refuse to transact business with any User at our sole discretion.

3. Terms and Conditions Between Users

This Site facilitates transactions between Buyers and Sellers. This Site requires that Buyers and Sellers comply with posted Transaction Rules regarding deposits, escrow, and inspections. However the specific terms and conditions of a User’s purchase or sale of products through this Site (such as pricing, warranties from Sellers, delivery, etc.) are established between Buyer and Seller, subject to compliance with the Transaction Rules. Each Buyer or Seller with which you do business through this Site has the option to add terms and conditions beyond those specified in the Transaction Rules. HelicopterSales.com is a venue for Buyers and Sellers to agree upon the terms of transactions. HelicopterSales.com does not set nor endorse the price, contract terms, quality, safety, conformance or legality of the products advertised or offered for sale, the ability of Sellers to sell products or the ability of Buyers to buy products. We cannot and do not control whether Sellers will complete the sale of products they offer. We do require that Sellers and Buyers comply with this Site’s Transaction Rules.

HelicopterSales.com PROVIDES THE SITE ON AN "AS IS" AND "AS AVAILABLE" BASIS AND WITHOUT WARRANTY OR CONDITION, EXPRESS OR IMPLIED. USER AGREES THAT USE OF THE SITE IS AT USER’S SOLE RISK. HelicopterSales.com EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, (I) THE IMPLIED WARRANTIES OF MERCHANTABILITY, (II) FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, (III) THAT SERVICE WILL BE CONTINUOUS, UNINTERRUPTED AND/OR ERROR-FREE, (IV) AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY BUYER OR SELLER AND WHETHER YOU SHOULD DO BUSINESS WITH SUCH BUYER OR SELLER, AND (V) AS TO THE ACCURACY OF POSTINGS MADE ON THE SITE BY OR ON BEHALF OF SELLER OR BUYER.

BUYER AND SELLER (THE PARTIES) DESIRE AND AGREE TO COMPLY FULLY WITH ALL APPLICABLE LAWS, RULES AND REGULATIONS. SPECIFICALLY, THE PARTIES AGREE THAT THE SITE AND IS NOT TO BE UTILIZED TO FACILITATE COLLUSION OR OTHER CONDUCT IN VIOLATION OF ANTITRUST LAWS.

This Site acts as a venue for Users to purchase and sell helicopters. HelicopterSales.com is not involved in the actual transactions between Users. Accordingly, we have no control over the truth or accuracy of postings, the ability of sellers to sell listed products or services or buyers to purchase products. Because we are not involved in User-to-User Transactions, in the event of any dispute between you and another User, you release HelicopterSales.com, its agents and employees from any claims and damages of every nature (including, without limitation, actual, special, incidental and consequential), known and unknown, disclosed and undisclosed, arising out of or in any way connected with such dispute.

4. Transaction Fees

Seller agrees to pay the HelicopterSales.com Transaction Fee on any Transaction which is initiated by a User through the Site in accordance with the Transaction Rules and which at any time becomes binding for Buyer and Seller. This fee is calculated according to the HelicopterSales.com Transaction Fee Schedule. The Seller’s obligation to pay HelicopterSales.com the Transaction Fee arises at the time the Transaction becomes binding for Buyer and Seller in accordance with the Transaction Rules.

5. Circumvention of HelicopterSales.com

User agrees not to identify and/or engage in negotiations with another User through this Site and then agree to a Transaction for a posted helicopter without payment of the Transaction Fee to HelicopterSales.com or otherwise circumvent the payment of the HelicopterSales.com Transaction Fee. Failure to comply with this provision of the Agreement will result in any and all legal remedies under the law, including payment by Seller of reasonable attorney fees incurred by HelicopterSales.com.

6. Access to the Site

a) Equipment and Connections. User is responsible for providing all equipment necessary to access the Internet and the Site

b) Availability of the Site. The Site is usually available 24 hours a day, 7 days a week. However, we retain the right to make the Site unavailable from time to time for any reason. User agrees that HelicopterSales.com shall not be liable for any damages arising from any interruption, suspension or termination of the Site.

7. System Integrity

a.) Applicable Laws. User agrees to comply with all applicable local, state, federal, and international laws, statutes, rules and regulations relating to User’s use of the Site. Without limiting the foregoing, Users are responsible for observing all applicable tariffs and trade laws.

b.) Malicious Intent. User agrees not to tamper in any way with the software or functionality of the Site. Without limiting the foregoing, User agrees not to put any material into the Site which contains any viruses, time bombs, trojan horses, worms, cancelbots or other computer programming routines that may damage, interfere with, intercept or expropriate any system, data or information.

c.) Maintenance of Confidential Information; Privacy. User agrees not to disclose other Users’ confidential information consistent with accepted industry practices. In addition, User agrees not to disclose HelicopterSales.com confidential information, except on a need-to-know basis. User agrees not to invade another User’s privacy. This includes, but is not limited to, the breach or attempted breach of the security of another User’s computer, software or data without the knowledge and express consent of such User. Use or distribution of tools designed for compromising privacy or security is strictly prohibited.

Without limiting the generality or effect of other provisions of this Agreement, as a condition of use of the Site, each User agrees to indemnify, hold harmless, and defend HelicopterSales.com, and each of its respective affiliates, sub-contractors, agents, and employees against all third party claims, liabilities and damages incurred or allegedly incurred by HelicopterSales.com arising out of such User’s engagement in transactions through the Site, including but not limited to, any product sold on the Site for failure of a product to meet specifications or breach of warranty, but excluding such damages arising out of HelicopterSales.com’s gross negligence or willful misconduct.

15. Other General Provisions

This Agreement and the Users Terms and Conditions constitute the entire agreement and understanding between the parties with respect to the subject matter of this User Agreement and supersedes and replaces any and all prior written or verbal agreements. Headings are for references only. A party’s failure to insist upon or enforce strict performance of any provision of the Users Terms and Conditions shall not be construed as a waiver of any provision or right. Neither the course of conduct between User and HelicopterSales.com nor trade practice shall act to modify any provision of the Users Terms and Conditions. If any provision of this Agreement is held to be invalid or unenforceable, such determination shall not affect such provision in any other respect or any other provision of the Users Terms and Conditions which shall remain in full force and effect. This Agreement may not be assigned or transferred to third parties by User without prior written permission from HelicopterSales.com.

 

II. TRANSACTION RULES

The following Transaction Rules are incorporated into and subject to the terms of the User Agreement between you and HelicopterSales.com. You, as a User, agree to abide by such Transaction Rules as a condition to your use of the Site and participation in Transactions through the Site.

1. Transaction Rules - General

a.) Only Users may sell or purchase products and services through the Site.

b.) A ‘Transaction’ is initiated when a User inquires about buying or selling a helicopter through the Site.

c.) All Transactions on the Site are confidential among the Buyer, Seller, Insured Aircraft Title Service (IATS), and HelicopterSales.com.

d.) HelicopterSales.com reserves the right to revoke the access privileges of any Users that fail to conduct business in an honest manner or abide by applicable laws, or who engage in activities or practices in order to manipulate or circumvent the Site.

e.) Sellers agree not to manipulate the price of any products offered on the Site, either through the use of shills, aliases or decoys, or by acting as a Buyer in respect of such proposed sale.

2. Transaction Rules - Buyer General Rules for Buyers

a.) Buyers may apply to buy from any Seller. It is the Buyer’s responsibility to select the Seller(s) with which he or she wants to do business.

b.) Buyers may put up an unlimited number of deposits. However, Buyers are solely responsible for their ability to meet all financial commitments made.

c.) All funds must be in U.S. dollars.

d.) HelicopterSales.com does not charge Buyers any Transaction Fees.

e.) A Buyer’s 1% deposit (up to a maximum of $5000.00 per helicopter) on a used helicopter(s), paid to Insured Aircraft Title Service (IATS), legally binds the Seller to withdraw a used helicopter(s) from the market for a maximum of 10 days until the Buyer, or the Buyer’s agent, can personally inspect the helicopter(s). As part of the service from HelicopterSales.com, IATS will perform a title search and, at Buyer’s request, set up an escrow for closing the transaction

f.) If a Buyer wishes to make a "back up deposit" on a helicopter(s) during a period when a helicopter(s) is "off the market" due to a previous deposit having been made on the helicopter(s), such "back up deposit" will be considered a "back up offer" to the Seller and will be refundable immediately if the Buyer who made the previous deposit on said helicopter(s) closes the transaction.

g.) A Buyer’s deposit on a used helicopter is fully refundable if said Buyer, or Buyer’s agent, personally inspects the used helicopter(s) on which deposit has been made within the 10 day period after IATS receives the deposit(s), and if the Buyer subsequently withdraws the offer(s) to buy for any reason.

h.) If Buyer, or Buyer’s agent, fails to inspect personally the used helicopter(s) within the 10 day period after IATS receives the deposit on said helicopter(s), the deposit(s) will be forfeited. This provision does not apply if Buyer elects to close the transaction within said 10 day period without inspection.

i.) In the case of new helicopters, which do not require inspection, the deposit (which may exceed $5,000.00) guarantees the Buyer an immediate order (slot) from the manufacturer.

3. Transaction Rules – Seller General Rules for Sellers

a.) Sellers will determine which Buyers are authorized to do business with them based on their own criteria.

b.) Sellers are solely responsible for validating the Buyer’s creditworthiness based on their own criteria.

c.) All prices and funds must be in U.S. Dollars.

d.) Receipt by Insured Aircraft Title Service (IATS) of a 1% deposit on a used helicopter(s) (up to a maximum of $5000.00 per helicopter) on any used helicopter legally binds Seller to withdraw said helicopter(s) from the market for a maximum of 10 days, until Buyer, or Buyer’s agent, either (i.) personally inspects said helicopter(s) and accepts or rejects the helicopter; or (ii.) elects to close the transaction within the maximum 10 day period without inspecting the helicopter(s). Although the used helicopter(s) may be off the market for 10 days, the seller is not precluded from accepting back up offers during this time.

e.) Sellers are solely responsible for all Transaction Fees. (Transaction Fee equals 1% of the Gross Selling Price of any helicopter, to a maximum of $5000.00 per helicopter.) The Seller’s obligation to pay HelicopterSales.com the Transaction Fee arises at the time the terms of Transaction are agreed upon between Buyer and Seller. Unless otherwise stated, all fees are quoted in U.S. dollars and are due for payment in full at closing. Transaction Fees are due and payable with respect to all Transactions which are initiated on the Site, whether completed on or off the Site. Any taxes, expenses, and incidental fees related to a transaction are the sole responsibility of the Buyer and Seller involved in said transaction.

f.) In the event a Buyer chooses to send the Seller a deposit, then the Seller is legally obligated to pay the Transaction Fee to HelicopterSales.com.

BY CLICKING THE "I AGREE" BUTTON YOU ACCEPT ALL OF THE ABOVE TERMS AND CONDITIONS AND REPRESENT AND WARRANT THAT YOU, AS AN INDIVIDUAL, AND/OR AS A DULY AUTHORIZED REPRESENTATIVE OF YOUR COMPANY, CAN FORM LEGALLY BINDING CONTRACTS UNDER APPLICABLE LAW.

I AGREE