TERMS AND CONDITIONS

The terms and conditions for use of the Airpoint, LLC (“Airpoint”) equipment and services (“Services”) automatically includes but is not limited to the most recent updated terms and conditions (“Terms”). Airpoint has the right to change the terms and conditions of terms and conditions at any time without notice to you. You may always view the most recent updated terms and conditions at www.airpoint.com/[-]. 

  • Acceptance. Subject to the terms and conditions set forth in these Terms, the customer accepting these Terms (“Customer”) hereby contracts with Airpoint to coordinate and/or perform the Services described herein for the Term, as defined below. Airpoint hereby accepts such appointment and agrees to coordinate and/or perform such Services as provided herein for the Term. 

  • Services/Exclusivity/Right to Perform Services for Others. The Services to be provided by Airpoint to the Customer are as set forth in the purchase order (“Purchase Order”) between Airpoint and Customer.  These Terms are an exclusive agreement for the Services to be provided to the Customer’s location (“Location”). These Terms does not restrict work by Airpoint with other customers at the same time they are handling Customer’s Service. Airpoint may perform similar services or keep comparable, expressions, skill and experience acquired by it before and while rendering services to Customer to perform such other third party engagements.  

  • Term. The term of these Terms shall commence on the Effective Date and shall continue thereafter in full force and effect for a period of one (1) year and shall thereafter automatically renew for a one (1) year terms unless either party provides notice thirty (30) days prior to expiration that they do not want to renew the contract. Either party has the right to terminate these Terms upon ninety (90) days’ advance written notice or upon fifteen (15) days’ advance written notice due to default of the other party that is not timely cured as described in Section 16.

    Fees

  • In General.  In consideration for the Services provided by Airpoint under these Terms, Customer shall pay Airpoint the Service fee (“Service Fee”) as outlined in the Purchase Order.
  • Payment Terms.  Customer shall be invoiced for the Service Fee monthly in advance for the Service as outlined in the Purchase Order. All amounts not paid within thirty (30) days of the due date shall bear interest at the rate of one and one-half percent (1 ½%) per month, or at the highest rate allowed by law, whichever is less, from the date due.  All amounts payable hereunder shall be paid in United States dollars and by means of an ACH transfer. 
  • Taxes and Fees.  Customer shall, in addition to the other amounts payable under these Terms, pay all sales, use, value added or other taxes and fees, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by these Terms.

  • Title.  Title to the equipment utilized by Airpoint to perform the Services shall at all times remain with Airpoint.

  • Insurance. At all times during the Term, Airpoint shall, at its own expense, have and maintain the appropriate levels of insurance as dictated herein. Further, Airpoint agrees to provide Customer with a Certificate of Insurance upon written request of Customer. Airpoint agrees to have and maintain the following policies and limits of insurance during the term of these Terms:

  • Coverage: Workmen’s Compensation
Limits: The greater of the statutory amount or $250,000.00
  • Coverage: Comprehensive General Liability with Contractual Coverage
Limits: Bodily Injury, $1,000.000.00 per occurrence, Property Damage $500,000.00 per occurrence with an aggregated liability of $1,000.000.00 as it pertains to the facility
  • Coverage: Warehouseman’s Legal Liability
Limits: $2,500,000.00 per occurrence
  • Independent Contractor.  Airpoint shall act as an independent contractor under these Terms. It shall perform its obligations to provide Services under these Terms using its own employees or agents. It shall decide on the manner and means of accomplishing those obligations and will direct and supervise its employees and agents. It shall comply with all payroll tax, withholding, social security, unemployment, and related employer obligations. Customer has no obligation for fees or taxes associated with Airpoint’s employees and agents.

Airpoint shall have no authority to act on behalf of Customer except to the extent necessary to accomplish its obligations under these Terms.

  • Force Majeure. Neither party shall be liable to the other for failure to perform the Services under these Terms if prevented from doing so because of an act of God, strikes, fire, flood, war, civil disturbance, interference by civil or military authority or other causes beyond the reasonable control of the party. Upon the occurrence of such an event the party seeking to rely on this provision shall promptly give written notice to the other party of the nature and consequences of the cause. Airpoint will exert its' best efforts to give immediate notice   by telephone or email to Customer if the occurrence of such event may materially affect Airpoint’s ability to provide the required Services. 

  • Remedies Not Exclusive. Except as specifically provided for elsewhere in these Terms, no remedy conferred by any of the specific provisions of these Terms is intended to be exclusive of any other remedy, and each and every remedy will be cumulative and will be in addition to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. The election of any one or more remedies by a party will not constitute either party’s singular and exclusive remedy. Except where provided, no remedy conferred under a specific provision is mean to exclude a party from seeking other remedies. Choosing one remedy will not be considered a waiver of the party’s rights to other available remedies.

  • Indemnification. Each party (the "lndemnitor") shall indemnify and hold the other party (the "Indemnitee") harmless from and against all liabilities, claims, suits, actions, fines, damages, losses, costs and expenses (including reasonable attorney's fees) arising out of injury to or death of any person or damage to or loss or destruction of any property (except for the Products where liability is covered in these Terms) caused by or resulting from any parties' negligence, intentional misconduct, default, improper performance and/or non-performance of obligations hereunder by the Indemnitor, its employees or agents. In no event shall either party be liable for any loss of profit or special, indirect or consequential damages of any kind.

The indemnitee shall provide prompt notice of any claim or liability; shall tender defense or settlement to the Indemnitor, and shall fully cooperate in defense of the claim. Should the Indemnitor fail to honor a timely request for indemnification, then the indemnitee shall be entitled to all costs (including reasonable attorney's fees) incurred in the enforcement of the right of indemnification hereunder, which enforcement results in a legal judgment in its favor or an acknowledgment by the indemnitor that the claimed indemnification is valid in a settlement of such claim.

  • Indemnification Procedures. No party will be required to indemnify another pursuant hereto unless the party seeking indemnification (the "Indemnitee") will, with reasonable promptness, provide the other party (the "Indemnitor") with copies of any claims or other documents received and will otherwise make available to the Indemnitor all material relevant information. The Indemnitor will have the right to defend any such claim at its expense, with counsel of its choosing, and the Indemnitee will have the right, at its expense, using counsel of its choosing, to join in the defense of any such claim. The Indemnitee's failure to give prompt notice or to provide copies of documents or to furnish relevant data will not constitute a defense in whole or in part to any claim by the Indemnitee against the Indemnitor except to the extent that such failure by the Indemnitee will result in a material prejudice to the Indemnitor. Except as hereinafter provided, neither party will settle or compromise any such claim unless it first obtains the written consent of the other, which will not be unreasonably withheld. The foregoing notwithstanding, if suit has been instituted against the Indemnitee and the Indemnitor has failed, after the lapse of a reasonable time after written notice of such suit, to take action to defend the same, the Indemnitee will have the right to defend the claim (without limiting the right of the Indemnitor to participate in the defense) and to charge the Indemnitor with the reasonable cost of any such defense, including reasonable attorneys' fees, and the Indemnitee will have the right, after notifying but without consulting the Indemnitor, to settle or compromise such claim on any terms reasonably approved by the Indemnitee. Fees of attorneys and other professionals and related costs will be payable as incurred. Neither party will have any liability to the other party under this Section or otherwise except to the extent of any Damages in excess of any insurance proceeds which are actually paid.

  • Assignment. Neither party shall assign or transfer these Terms or any of its rights or obligations hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Sale or transfer of substantially all of the assets or a majority of the voting stock of either company shall not be considered an assignment or transfer for purposes of these Terms.

  • DISCLAIMER. EXCEPT AS EXPRESSLY SET FORTH IN THESE TERMS, NEITHER PARTY MAKES ANY REPRESENTATION AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

  • LIMITATIONS TO LIABILITY IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES INCURRED OR SUFFERED BY THE OTHER PARTY, INCLUDING WITHOUT LIMITATION, LOST REVENUE, LOSS OF INCOME, OR LOSS OF BUSINESS ADVANTAGE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  • Default and Breach. If either party shall fail to perform any of the covenants or obligations of performance and payment imposed upon it under and by terms of these Terms (except where such failure is excused under other provisions of these Terms), the other party shall give the defaulting or breaching party written notice, stating specifically the cause for which the cause or notice of breach is given. If, within a thirty (30) day period after such notice the defaulting party has not remedied the default or breach then the party not in default or breach may cancel these Terms without any further obligation by delivering a five (5) day notice of cancellation to the defaulting party.

  • Confidential Information. These Terms and each Purchase Order embodies the entire agreement and understanding between the parties and supersedes all prior agreements and understandings between them relating to the subject matter hereof. All disclosures of information, including but not limited to formulas, processes, financial, statistical, service, specifications, product standards, marketing plans, and all information provided pursuant to these Terms (collectively "Confidential Information") shall not be disclosed by either party to any third party (except a copy of this document may be provided to the landlord of any building Customer leases if that building is part of the operation these Terms covers and either party may provide a copy to their financial services and legal service vendors), except as required by law, and shall be held in strict confidence by the Customer and Airpoint (as well as their parent companies, subsidiaries, agent's and employees) during the term hereof and for one  (1) year beyond the termination of these Terms.

Any confidential information provided by Customer to Airpoint and shall be used only as needed to carry out the Services to the Customer as specified under these Terms. 
  • Notices.  All notices under these Terms are to be delivered by (i) depositing the notice in the mail, using registered mail, return receipt requested (or equivalent), addressed to the address below or to any other address as the party may designate by providing notice, (ii) overnight delivery service addressed to the address below or to any other address as the party may designate by providing notice, or (iii) hand delivery to the individual designated below or to any other individual as the party may designate by providing notice. The notice shall be deemed delivered (i) if by registered mail, four (4) days after the notice’s deposit in the mail, (ii) if by overnight delivery service, on the day of delivery, and (iii) if by hand delivery, on the date of hand delivery.

Airpoint Customer
7000 Global Drive
_______________________________________ 
Louisville, KY 40258
_______________________________________ 
Attn: Richard F. Gimmel, Jr.
Attn: ___________________________________
  • Arbitration; Settlement of Disputes. Any and all disputes concerning these Terms or the breach thereof shall be settled by binding arbitration as follows:

  • Procedure. Arbitration shall be by a single arbitrator in Kentucky, in accordance with the Rules of Commercial Arbitration of the American Arbitration Association as then in effect. Judgment on the arbitrator's award may be entered in any court having jurisdiction.

  • Discovery. Each party shall have the right to take the deposition of one individual and any expert witness designated by the other party. Each party shall have the right to obtain clearly relevant documents from the other parties through requests for production of documents. Additional discovery may be had only where ordered by the arbitrator, upon a showing of substantial need. Federal Rules of evidence shall apply.

  • Decision. The decision of the arbitrator on any issue, dispute, or claim submitted to arbitration as provided herein, shall be final and binding on the parties. The arbitrator shall be empowered to award attorneys' fees and expenses to the "prevailing party." Should one party either dismiss or abandon its claim or counterclaim before or during hearing thereon, the other party shall be deemed the "prevailing party" pursuant to these Terms. Should both parties receive judgment or award on their respective claims, any award of attorneys' fees, costs and expenses shall be in the sole discretion of the arbitrator. 

  • Equitable Remedies. The violation by either party of the provisions of Paragraph [-] of these Terms could cause irreparable injury to the other party and there is no adequate remedy at law for violation of those provisions. Either party has, in addition to other legal or equitable remedies, the right to obtain temporary, preliminary and permanent injunction in a court of equity to prevent or restrain any violation of those provisions. Such violations are not subject to arbitration and, if litigation is instituted by either party, the prevailing party in such action shall be entitled to attorneys' fees and expenses in such action. Neither party shall be required to post a bond as a condition for the granting of such relief.

  • Governing Law; Venue. These Terms will be construed, and the rights, duties, and obligations of the parties will be determined in accordance with the laws of the Commonwealth of Kentucky and that proper venue of any action related hereto shall be in the state or federal courts in and for Kentucky. It is provided, however, that if Customer can obtain injunctive relief to prevent irreparable harm only by instituting action in another jurisdiction where potential disclosure of Confidential Information may occur, then venue in such jurisdiction shall be proper.

  • Counterparts. These Terms may be executed in counterparts which, when taken together, shall constitute the executed original of the agreement These Terms may be signed by facsimile signatures faxed to the other parties, and the other parties may rely on such facsimile signatures until receipt of a fully executed agreement, including counterparts, containing the original signatures of the parties.

  • Severability. If any term of provision of these Terms or any application thereof shall be invalid or unenforceable, the remainder of these Terms or any other application of such term or provision shall not be affected thereby.

  • Enforcement. The failure of any party to enforce any right or provision in these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to in writing. 

  • Entire Agreement. These Terms and the Purchase Orders comprise the entire agreement between Airpoint and Customer and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.