| 1. | These terms and conditions (“Terms and Conditions”) govern the services which HPPS and the client contemplate that HPPS will perform for the ;client.
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| 2. | In order to provide the services HPPS may use from time to time information, data or technology provided or licensed to HPPS by third parties. Such third parties shall be third party beneficiaries of all rights of HPPS and of all duties owed by the client to HPPS under this agreement.
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| 3. | Under no circumstances are third parties performing services, arranged by HPPS for the client, servants, partners, joint ventures or agents, authorized to act for or bind HPPS. HPPS makes no representations or warranties, express or implied, whatsoever as to the competence of standards of services available from third parties arranged by HPPS at the request of the client. HPPS does agree to follow its standard procedures in the selection of services, agents and third parties, which HPPS deems, in its sole and absolute discretion, most advisable for the provision of services. HPPS will not deviate from its standard procedures in the selection of services, agents and third parties unless the client requests such a deviation and the deviation is agreed upon by HPPS in advance of the undertakings of HPPS.
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| 4. | HPPS shall not be responsible for any failure to fulfill any service undertaken by HPPS at the request of the client if fulfillment has been delayed, hindered, interfered with or prevented by any circumstances whatsoever which are not within the reasonable control of HPPS or by compliance with any order or request of national, port, transportation, local or other authority or of any body or person purporting to act for such authority. HPPS shall not be liable for any delays, stoppages, changes, or other nonperformance that are due to matters beyond the reasonable direct control of HPPS. HPPS shall not be responsible for the failure of third parties to render services to the client. HPPS shall have no liability for loss or damages, including but not limited to, loss or damages which may arise from error, delays or interruptions in providing the services. The client shall have sole responsibility for determining the usability of any information, data or services provided hereunder.
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| 5. | HPPS, its shareholders, directors, officers, employees and agents shall not be liable to any client for any errors in judgment or acts or omissions that do not constitute gross negligence or willful or wanton misconduct.
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| 6. | HPPS may perform the services requested by the client either directly or by or through its agents. HPPS shall not be responsible for any misconduct or negligence on the part of any agent appointed by HPPS.
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| 7. | The client agrees that HPPS does not have control over the submission of invoices by third party service providers. Consequently, all services incurred by the client are the sole responsibility of the client irrespective of the time elapsed between delivery of those services and request for payment by third party provider of said services.
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| 8. | HPPS does not make, and the client expressly waives any and all warranties, either expressed or implied, with respect to services. HPPS expressly disclaims all warranties including, without limitation, those of accuracy, condition, merchantability and fitness for a particular purpose.
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| 9. | HPPS shall not be liable, in any event, for any damages including incidental or consequential damages arising out of the provision or attempt to provide services. HPPS shall not, in any event, be liable to the client or any third party for any reason in an amount in excess of the amounts paid pursuant to the invoice in an amount not exceeding fifty dollars ($50.00) for each invoiced transaction. This limitation of liability shall not apply to damages to property or person caused by the gross negligence or willful or wanton misconduct of HPPS.
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| 10. | The sole liability of HPPS and the exclusive remedy of the client, for any injury or damages to the client arising out of any services requested of HPPS by the client, or requested by the client to be arranged by HPPS, shall be the remedy specified in these Terms and Conditions.
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| 11. | The client releases HPPS from liability and covenants, not to sue HPPS and will, at its own expense, defend any action and hold HPPS harmless from and against all claims, liabilities, losses, expenses, fees and damages arising from actions or inactions of the client involving services and from any loss of, or damages to property, or injury to any person arising out of the performance of services unless solely caused by the gross negligence or willful misconduct of HPPS, its offices, servants or employees.
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| 12. | The client represents and warrants that the client carries aircraft liability insurance covering bodily injury to passengers. To the extent of the client’s agreement to indemnify and hold harmless HPPS hereunder, the client agrees that all liabilities arising out of the services shall be insured by the client.
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| 13. | The services and materials provided hereunder by HPPS are the sole and exclusive use of the client. The client may not in any manner transfer, resell or disclose any material, in any form whatsoever, prepared or proved by HPPS, nor allow any third party to access or to use any such materials of services.
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| 14. | No proceeding or suit may be brought against HPPS upon any claim of the client for services unless written notice of the claim has been delivered to HPPS within ninety (90) days of the date of the occurrence giving rise to the claim. No action may be instituted against HPPS within a period of six (6) months in length after presentation of the claim or after a period ending two (2) years after the date of the presentation of the claim.
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| 15. | The client shall not directly or indirectly export or release any information, data, materials or technology provided hereunder to any third party outside of the United States without first ensuring that such export or release does not violate the United States export control laws and regulations, and without first obtaining from the United States Department of Commerce the requisite authority, if necessary, to effect such export or release.
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| 16. | All questions regarding the rights and obligations arising under the provision of services are subject to arbitration, and arbitration shall be governed by the provisions of the State of Mississippi. HPPS and the client may agree upon one arbitrator, but in the event they cannot so agree, there will be three arbitrators, one named by each of the parties within ten (10) days after demand for arbitration is made, and a third will be chosen by the two arbitrators so named. All arbitration hearings conducted pursuant to the Terms and Conditions, and all judicial proceedings to enforce any of the provisions of the Terms and Conditions, shall take place in Canton, Madison County, Mississippi.
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| 17. | The Terms and Conditions shall be governed by internal, and not the law of conflicts, of the State of Mississippi, United States of America.
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