(Version of June 1998, revised April 2003)
The party who is contracting to receive services shall be referred to as "Customer", and the party who will be
providing the services shall be referred to as "AIRsalvage" in this Agreement.
This Agreement is made by and between AIRsalvage and Customer. AIRsalvage has a background in:
Internet Web Site Design, Publication, Promotion, and Maintenance; Aerospace Industry; Property and Casualty
Insurance, and is willing to provide services to Customer based on this background. Customer desires to
have services provided by AIRsalvage. Therefore, the parties agree as follows:
1. DESCRIPTION OF SERVICES. Beginning on day this Agreement is initiated, AIRsalvage will
provide the following services, (collectively the "Services"):
- Prepare for publication, the materials (photographs, descriptions, and bid sheet -- collectively the "Salvage
Display") provided by the Customer.
- Publish the Customer's Salvage Display in the format demonstrated by the Sample.
- Monitor the Salvage Display for number of times viewed (visits) and maintain this information.
- Remove the Salvage Display from the web site at the end of a 30-day period unless requested to do so sooner.
2. PERFORMANCE OF SERVICES. AIRsalvage will endeavor to publish, within 24 hours, each
submission from the Customer at the AIRsalvage Web Site.
3. PAYMENT. Customer will pay a fee to AIRsalvage in accordance with the fees outlined
on the Pricing List in effect on the day this Agreement is initiated, for each Aircraft
Salvage Listing on the AIRsalvage Web Site and for each digitally scanned photograph to be included on an Aircraft
Salvage Listing on the AIRsalvage Web Site.
4. ACCOUNTING. AIRsalvage shall maintain records in sufficient detail for purposes of
determining the amount of payment. AIRsalvage shall provide to Customer a written accounting that sets
forth the manner in which the payment was calculated.
- This amount shall be payable in a lump sum for each Occurrence and will be due 20 days from the date the
Aircraft Salvage Listing is placed on the AIRsalvage Web Site.
- The fee is considered fully earned by AIRsalvage as soon as the Customer gives the go-ahead for the display
to be published.
- If the salvage viewing is terminated for any reason before the payment due date, payment by the Customer
is due immediately to AIRsalvage.
5. RIGHT TO INSPECT. Customer, or Customer's agent, shall have the right to inspect
AIRsalvage's records for the limited purpose of verifying the calculation of the payments, subject to such
restrictions as AIRsalvage may reasonably impose to protect the confidentiality of the records. Such
inspections shall be made during reasonable business hours as may be set by AIRsalvage.
6. INDEMNIFICATION. Customer agrees to indemnify and hold AIRsalvage harmless for all
claims, losses, expenses, fees including attorney fees, costs, and judgements that may be asserted against
Customer that result from the acts or omissions of AIRsalvage, AIRsalvage's employees, if any, and AIRsalvage's
7. CONFIDENTIALITY. AIRsalvage recognizes that Customer has and will
have the following information:
- Business affairs
- Business information
- Customer lists
- other proprietary information (collectively, "Information")
which are valuable, special and unique assets of Customer. AIRsalvage agrees that AIRsalvage will not at
any time or in any manner, either directly or indirectly, use any Information for AIRsalvage's own benefit, or
divulge, disclose, or communicate in any manner Information to any third party without the prior written consent
of Customer. AIRsalvage will protect the Information and treat it as strictly confidential. A
violation of this paragraph shall be a material violation of this Agreement.
8. NOTICES. All notices required or permitted under this Agreement shall be in writing and
shall be deemed delivered when delivered in person, or deposited in the United States mail, postage prepaid.
9. ENTIRE AGREEMENT. This Agreement contains the entire Agreement of the parties and there
are no other promises or conditions in any other Agreement whether oral or written. This Agreement supersedes
any prior written or oral Agreements between the parties.
10. TERM OF AGREEMENT. This agreement will continue indefinitely.
11. TERMINATION. This agreement may be terminated by either party with or without cause, by
providing 30 days' written notice to the other party.
12. AMENDMENT. This Agreement may be modified or amended if the amendment is made in writing
and is signed by both parties.
13. SEVERABILITY. If any provision of this Agreement shall be held invalid or unenforceable
for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that
any provisions of this Agreement is invalid or unenforceable, but that by limiting such provision it
would become valid and enforceable, then such provision shall be deemed to be written, construed, and enforced as
14. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of
this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and
compel strict compliance with every provision of this Agreement.
15. JURISDICTION. This Agreement shall be governed by the laws of the State of California.
This is our Salvage Hosting Contract. It is fairly standard legalese. AIRsalvage has nothing but good
intentions towards our Customers. This Agreement is designed to maximize the efficiency and quality of our
service for all Customers.