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Aeroxchange General Terms  
Effective August 1, 2011

Aeroxchange Ltd. ("Aeroxchange") provides a communications platform and related services (the "Exchange") through which aviation trading partners who have subscribed to use the Exchange ("Subscribed Users") can facilitate the purchase and sale of goods and services among themselves and third parties ("Third Party Users") invited to bid on or otherwise participate in business transactions initiated on or through the Exchange. Subscribed Users and Third Party Users are collectively referred to as "Users" in these General Terms. The Exchange is accessible by authorized Subscribed Users and Third Party Users through the Aeroxchange web site located at https://www.aeroxchange.com (the "Site").

If You are a Subscribed User, Your access to and use of the Exchange is governed by these General Terms and the terms of all applicable Sales Orders between You and Aeroxchange as described below. As used in these General Terms, all references to "You" or "Your" means the entity or organization that has registered for and subscribed to use specific component services of the Exchange by entering into one or more Sales Order(s), and each individual employee or agent of the subscribing entity or organization that is provided with a Subscribed User's login and password information and accesses the Exchange.

If You are a Third Party User, Your access to and use of the Exchange is governed solely by these General Terms, and references to applicable Sales Orders between You and Aeroxchange as described throughout these General Terms do not apply regarding the terms of Your use of the Exchange. As used in these General Terms, all references to "You" or "Your" means the entity or organization that has been invited by a Subscribed User to access the Exchange, and each individual employee or agent of the Third Party User entity or organization that is provided with a invitee's unique login and password information and accesses the Exchange.

1. Available Services and Sales Order Process for Subscribed Users

Aeroxchange maintains a variety of different service offerings that give Users the ability to participate in or perform a number of processes or functions designed to facilitate and support business transactions between Users. The various service offerings that are available from time to time are described throughout the Site. Each service is subject to change from time to time by Aeroxchange in its sole discretion. As a general rule, changes are designed to enhance or improve functionality or ease of use based on User community feedback or as part of planned service upgrades.

Subscribed Users may subscribe for specific services by having an authorized representative of Your organization sign (through electronic acknowledgement or in writing) one or more Sales Orders that cover the specific services or combination of services You wish to utilize. By signing any Sales Order, You become a registered Subscribed User authorized to use the services that are covered by the Sales Order.

Each service is subject to the additional terms and conditions contained in the applicable Sales Order which will typically include the fees for use of the specified services and any required implementation, set-up and training to use the services and other business terms that are applicable to the services specified in the Sales Order.

2. Authorizing Access to the Subscribed Services

Subscribed Users and Third Party Users may provide access to the services to Your designated employees and authorized for the sole purpose of conducting business on behalf of or with your organization by allowing each person to register on the Site and obtain a unique username and password. The process for generating and administering authorized individual usernames and passwords for Your employees is provided through a secure portion of the Site. Your employees and authorized agents Users who use the services are subject to these General Terms to the same extent You are. Therefore, you agree to inform Your employees and authorized agents that You, Your employees and Your authorized agents are subject to, and must comply with, all of these General Terms. You may not provide access to the services to any other third parties. You are fully responsible for the activities of Your employees and Your authorized agents who use the services, and for activities conducted on the Site by any such persons gaining access to the Site usernames and passwords that are assigned to or administered by You.

3. User Conduct and Responsibilities

CIRCUMVENTION OF THE EXCHANGE- You agree that You will not use the Exchange for the purpose of assisting any person or entity to undertake activities that have the effect of circumventing or avoiding the payment of any fees or other charges specified in any Sales Order applicable to You or to any other User of the Exchange.

COMPLIANCE WITH LAWS- Your use of the Site is subject to all applicable local, state, national and international laws, rules and regulations, including but not limited to the U.S. export control laws and regulations. You agree not to transmit any material that could constitute, or encourage conduct that could constitute, a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law, rule or regulation.

SECURITY- You agree that You will maintain the secrecy of Your usernames and passwords and that You will not disclose such information to any third party. You agree to prevent any use of the Exchange that has or could have the effect of (i) interfering with the normal operation of the Exchange or otherwise damaging the Exchange, including the transmission or upload of any material that contains computer code, programs, viruses, trojan horses, worms, time bombs or any other harmful programs; (ii) interfering with or disrupting networks connected to the Exchange; (iii) interfering with or disrupting the use of the Exchange by others; (iv) violating the regulations, policies or procedures of other networks; (v) harvesting, collecting or storing information about other Users, or for intercepting or accessing communications or other information made available through the Exchange by other Users; or (vi) otherwise jeopardizing or violating the privacy or security of other Users or their confidential information maintained on or communicated through use of the Exchange.

OTHER PROHIBITED ACTIVITY- You agree that You will not use the Exchange for (i) illegal purposes; (ii) the transmission of material that is unlawful, harassing, libelous, invasive of another's privacy, abusive, threatening, harmful, vulgar, obscene, tortious or otherwise objectionable; (iii) posting or transmitting third-party copyrighted information or in any way that infringes on the intellectual property rights of others; (iv) spoofing or impersonating someone else; (v) the transmission of junk mail, spam, chain letters, or unsolicited mass distribution of email; or (vi) any purpose that violates or avoids Aeroxchange's system or network security.

COMMUNICATIONS- You are solely responsible for all communications made by or attributable to You on the Exchange and You agree that each such communication shall not infringe the intellectual property rights of or duties of confidentiality owed to Aeroxchange or any third party.

SITE CONTENT YOU PROVIDE- If You are providing content to be maintained on the Site, You agree to comply with written instructions and technical requirements provided by Aeroxchange for formatting and creating Internet-based digital site content for use as a part of the service and for posting this content for commercial transactions on the Exchange. You agree to keep the site content for use as a part of the Exchange services current and accurate by promptly updating and reasonably maintaining the accuracy of all site content provided by you for inclusion on the Site. You are solely responsible for all Site content provided by you and posted on or accessed through the Site by other Users.

4. Conducting Transactions from the Exchange

You and other Users may initiate business transactions from the Exchange through electronic commerce enabling technologies including, but not limited to (i) traditional Electronic Data Interchange ("EDI"), (ii) ATA Spec2000 or derivatives ("ATA"), or (iii) XML, browser based and other Web-based electronic commerce file formats ("EC"). EDI, ATA and EC are referred to in these General Terms as "Ecom", and "Ecom Data" means information, whether in a document or other form, electronically transformed and transmitted from the Exchange through Ecom. To the extent you have established services on the Exchange that present other Users with options to enter Ecom transactions with You, You agree to receive Ecom Data according to the options you present on the Exchange. The following provisions shall apply to any Ecom transactions and information, data, document or services exchanged or processed by You through Ecom initiated on the Exchange:
  • System Operations - You will provide and maintain, at your expense, the equipment, software and services reasonably necessary to reliably transform, transmit, receive and control Ecom Data and agree to periodically test and monitor such equipment, software and services to ensure that they are adequate to reliably transform, transmit, receive and control Ecom Data.

  • Means of Transmission - You and other Users who become Your Ecom trading partners (collectively, "Ecom Participants") will transmit Ecom Data directly to one another or through a third party. You and Your Ecom Participants may select, or modify a selection of a third party service provider upon reasonable written notice to the other party. You will be solely responsible for the costs of any provider with which You contract and for the acts or omissions of Your provider while transmitting, receiving, storing or handling Ecom Data. If both parties to a transaction use the same provider, the originating party will be liable to the other for the acts or omissions of the provider related to that Ecom Data.

  • Signatures - You will ensure that each authorized representative of a party to Ecom adopts a unique, verifiable digital identification consisting of symbols or codes to be transmitted with each transmission. Use of the digital identification will be deemed for all purposes to constitute a "signature" and will have the same effect as a signature on a written document. Each authorized representative of a party will maintain sole control of the use of his or her digital identification, and neither party will disclose the digital identification of the other party to any unauthorized person.

  • Garbled Transmissions - If a party receives unintelligible Ecom Data, that party will promptly notify the sending party (if identifiable from the received Ecom Data). If the sending party is identifiable from the Ecom Data but the receiving party fails to give prompt notice that the Ecom Data is unintelligible, the records of the sending party will govern. If the sending party is not identifiable from the Ecom Data, the records of the party receiving the unintelligible Ecom Data will govern.

  • Transaction Security - Each party will provide appropriate and reasonable security measures to ensure that all transmissions of Ecom Data are authorized and to protect Ecom Data from unauthorized access, or loss. Each party will use reasonable care to maintain the confidentiality of transactions and the Ecom Data therein in the same secured manner as it would maintain for paper documents of like kind and importance.

  • Records Retention - Each party will retain records of all transactions to which these General Terms apply for at least seven (7) years after concluding each such transaction. The parties will also retain transactions records to the extent required by any other agreement or applicable law.

  • Receipt and Acceptance - Ecom Data shall not be deemed to have been properly received, and no Ecom Data shall give rise to any obligation, until accessible to the receiving party at such party's computer designated by a party. Upon receipt of any Ecom Data, the receiver shall promptly and properly transmit an electronic acknowledgment in return in accordance with the governing standard of the electronic format transmitted, unless otherwise specified in advance and in writing by Aeroxchange and the applicable Users. If any acknowledgment is not received within twenty-four (24) hours of original transmission, the sender shall initiate appropriate inquiries in accordance with the published standard for the given data format. An acknowledgment, if applicable, shall constitute conclusive evidence that Ecom Data has been properly received.

  • Terms and Conditions Precedence - All transactions between Ecom Participants will be subject to the terms of any specific, applicable written agreement between the parties ("Underlying Transaction Agreement"). In the event of a conflict between this Section 4 and the Underlying Transaction Agreement, for any electronic transmission related matter in which Aeroxchange is a participant, the terms of this Section 4 take precedence.

  • Enforceability and Admissibility - Any Ecom Data properly transmitted pursuant to this Section 4 will be deemed for all purposes: (1) to be a "writing" or "in writing;" and (2) to constitute an "original" when printed from electronic records established and maintained in the ordinary course of the provider's business. Any Ecom Data digitally signed and electronically transmitted pursuant to this Section will be as legally sufficient as a written, signed, paper document exchanged between the parties, notwithstanding any legal requirement that the Ecom Data be in writing or signed. Data records introduced as evidence in any judicial, arbitration, mediation or administrative proceeding will be admissible to the same extent as business records maintained in written form. The conduct of the parties pursuant to this Section, including the use of Ecom Data properly transmitted hereunder, shall, for all legal purposes, evidence a course of dealing and a course of performance accepted by the parties in furtherance of the purpose of this Section.

5. Fees and Charges for Using the Services; Expenses and Taxes

You agree to pay Aeroxchange the amounts and in the manner set forth in the Sales Order(s) for the services. Invoices not paid when due shall bear interest on the outstanding principal balance at the rate of one and one-half percent (1.5%) per month or a portion thereof (unless restricted by law, in which case interest shall accrue at the highest legal rate).

Aeroxchange may modify pricing for any service with sixty (60) days prior written notice, provided however that no increases shall be made within the first year of the agreement date specified on the applicable Sales Order for the service.

You agree to reimburse Aeroxchange for any and all out-of-pocket costs actually incurred by Aeroxchange in connection with performance of the services, which may include, as applicable, all travel and incidental expenses actually incurred during implementation and training or in providing ongoing support that You may request.

You agree to pay all applicable sales, use, service or similar taxes that are now or hereafter imposed upon and assessed against or otherwise collectable by Aeroxchange under any local, state, national or international tax law, rule or treaty regarding Your access to and use of the Exchange or any service provided by Aeroxchange to You.

6. Aeroxchange's Rights to Monitor and Access Activity and Information

Aeroxchange reserves the right to monitor access to and activity on the Site and the Exchange, and to access and remove any information transmitted or received through the Site or the Exchange, or to terminate Your access to and use of the Exchange for proper reasons, including Your failure to comply with these General Terms. In order for Aeroxchange to comply with applicable laws or to comply with appropriate government requests, or in similar circumstances where Aeroxchange believes in good faith that its business or reputation may be at risk because of activities of any User on the Exchange, Aeroxchange may access and disclose any information, including, without limitation, the personal identifying information of You or other Users and any other information it considers necessary or appropriate without notice to You. Aeroxchange will cooperate with law enforcement authorities in investigating suspected or alleged illegal activity occurring on the Site. Aeroxchange reserves the right to report to law enforcement authorities any suspected illegal activity of which it becomes aware.

7. Confidentiality and Use of Confidential Information

Subject to this Section and Section 6 above, both You and Aeroxchange agree to use Confidential Information only in connection with an authorized use of the Exchange, and agree not to directly or indirectly, disclose, divulge, reveal, report, publish, transfer or use, for any purpose whatsoever, any Confidential Information of the other without the prior written consent of the owner of the Confidential Information. You and Aeroxchange each agree to use standard industry practices to protect the physical and logical security of Confidential Information provided to each other. Aeroxchange agrees that, unless You expressly agree otherwise, no Confidential Information specifically identifying or that could reasonably identify You, will be sold, aggregated, or disclosed to third parties, subject to the disclosure exceptions identified in this provision.

"Confidential Information" shall include, without limitation: (i) proprietary technical information and security access codes or similar information that may be shared between You, Aeroxchange or another User when completing any integration of User networks or systems in order to facilitate use of the Exchange; (ii) any information received from You, Aeroxchange or another User in connection with participation in an auction / negotiation on the Exchange, including with respect to (a) participants or potential participants in the auction / negotiation, (b) products or services that are the subject of the auction / negotiation, (c) prices of products or services that are the subject of the auction / negotiation, and (d) the requirements of any buyer in the auction / negotiation; (iii) any information that Aeroxchange, You or another User receive through participation in the Exchange that is marked with the words "confidential" or "proprietary" or with words of like effect; (iv) any information that Aeroxchange, You or another User are orally informed is confidential, provided that the recipient receives written confirmation of such confidentiality within ten (10) days thereafter; and (v) any information that is considered confidential consistent with accepted industry practice.

The following information shall not be considered Confidential Information: (i) information that was in the public domain or generally known to the public prior to the date of its disclosure or subsequently came into the public domain through no fault of the recipient; (ii) information that is lawfully received from a third party free of any obligation of confidence to the third party; (iii) information that was already in the recipient's possession prior to the date of disclosure; (iv) information that is developed by the recipient without reference to Confidential Information; (v) information that reasonably must be disclosed to form a contract for goods or services procured through the Exchange which shall be disclosed only with the other's written consent; and (vi) part numbers and industry nomenclature.

If a recipient is required to disclose any Confidential Information in a judicial or administrative proceeding it may do so provided that it gives the source of such Confidential Information reasonable advance notice of such disclosure requirement and assists such source in seeking appropriate confidential treatment for such Confidential Information. Further, a recipient may disclose Confidential Information to its third party contractors and consultants, provided that any such third party contractor or consultant is under a confidentiality obligation at least as protective as that contained in these General Terms and Conditions.

8. Intellectual Property Rights and Licenses

Aeroxchange is the sole owner of this Site and the Exchange, including all patents, copyrights and other intellectual property rights pertaining thereto. Aeroxchange and its Users, as applicable, are the owners of all content in or relating to the Exchange and this Site that they may provide for use on the Exchange. In consideration of your payment of all fees as they become due and payable, Aeroxchange hereby grants to You a non-exclusive, non-transferable license to use the Exchange for the purposes of utilizing the services specified in the Sales Orders that have been properly executed by You. Except as set forth in these General Terms, this Site and any content made available to You through the Exchange may not be otherwise used, copied, reproduced, relicensed, distributed, modified or exploited by You. You acknowledge and agree that except for the limited license granted in this Section, you will acquire no rights whatsoever in relation to the Exchange, the Site, or the business processes and technology utilized by Aeroxchange to deliver the Exchange and the services.

You hereby grant Aeroxchange a non-exclusive, worldwide license to use, digitize, reproduce, translate, perform, display, market, publish, distribute and transmit on or through the Exchange all content that You provide for placement on the Site, in the manner specified in the applicable Sales Order.

The trademarks, servicemarks and logos (the "Trademarks") used and displayed on this Site are registered or unregistered trademarks or servicemarks of Aeroxchange or its specified Users, as applicable, unless otherwise noted. Nothing on this Site should be construed as granting to You, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site.

9. Linking

Links to third party Web sites may be provided on the Site. If so, they are provided solely as a convenience to You. If You use these links, You will leave this Site. Aeroxchange has not reviewed any third party sites and does not control and is not responsible for any of these sites or their content or privacy practices. Aeroxchange does not make any representations about such sites, any information or materials found there, or any results that may be obtained from using them. If You access any third party sites linked to this Site, You do so at your own risk. You agree that you will not, without the prior written agreement of Aeroxchange, create links between another web site and any part of the Exchange or cause the Exchange to appear in any form (whether by framing or otherwise) other than the form intended by Aeroxchange.

10. Term and Termination

TERM- If You are a Subscribed User, the term of your agreement for use of the Exchange and services You subscribe for will be as specified in the applicable Sales Order(s), and is subject to termination as provided in this Section 10. If You are a Third Party User, Your access to the Exchange may be suspended or terminated at any time by the Subscribed User that granted Your access or by Aeroxchange, with or without cause or notice.

TERMINATION FOR CONVENIENCE- Subject to the terms of the applicable Sales Order, either You or Aeroxchange may terminate the subscription for any or all services for convenience at any time on sixty (60) days prior written notice.

TERMINATION FOR CAUSE- Aeroxchange may at any time by notice terminate the services or any component thereof with immediate effect if (i) You fail to pay any fees under any Sales Order when due or violate any of these General Terms or the terms of any Sales Order, and You fail to remedy such breach within seven (7) days of notice from Aeroxchange specifying the breach and required remedy, or (ii) You cease or dispose of Your business, begin proceedings for voluntary winding up, become subject to proceedings under the law of any jurisdiction relating or equivalent to insolvency, bankruptcy, distress, receivership, administration or the relief of creditors, or enter into arrangements benefiting creditors. You may at any time by notice terminate the services or any component thereof with immediate effect if (i) Aeroxchange fails to comply with any Sales Order or violates any of these General Terms and Aeroxchange fails to remedy such breach within seven (7) days of notice from You specifying the breach and required remedy, or (ii) Aeroxchange ceases or disposes of its business, begins proceedings for voluntary winding up, becomes subject to proceedings under the law of any jurisdiction relating or equivalent to insolvency, bankruptcy, distress, receivership, administration or the relief of creditors, or enters into arrangements benefiting creditors.

PAYMENTS ON TERMINATION- Any termination with or without cause by either party shall not affect Your obligation to pay accrued payment obligations for services rendered prior to the date of termination. If Aeroxchange terminates any component of the service for convenience, or if you terminate all or any component of the service for cause, You will receive a refund of a prorated amount of any pre-paid subscription fees. If Aeroxchange terminates any component of the service for cause, or if you terminate any component of the service for convenience, You will not receive a refund of any pre-paid subscription fees, and all such fees will be retained by Aeroxchange.

OTHER ACTS ON TERMINATION- On any termination with or without cause by either party, if You are a Subscribed User, Aeroxchange will disable your access and upon reasonable request deliver a copy of all of Your stored data to You in its then current format. Aeroxchange may retain a copy of the data for archival and records retention purposes.

11. Warranties and Disclaimers

You and Aeroxchange each warrant that (i) it has full power and authority to enter into these General Terms, and to grant the other party the rights granted therein, (ii) no part of the data furnished or incorporated by either party to the Exchange, including but not limited to your Ecom Data transmitted on the Exchange, violates or infringes upon the patent rights, copyrights, trade secrets, trademarks or other intellectual property rights of any third person, (iii) all your business will be conducted in accordance with the terms and conditions set forth in these General Terms, the applicable Sales Order, and in compliance with all applicable laws and regulations, including without limitation, all local, state, national and international laws, rules and regulations, including but not limited to the U.S. export control laws and regulations.

To the extent permitted by applicable law, except as expressly set forth in these general terms and conditions, Aeroxchange provides the exchange and services "as-is" and makes no warranty of any kind, express, implied or statutory, about the exchange or services, or the suitability, legality or accuracy of any information, entity, products or services contained or provided on the exchange, including but not limited to any warranties of merchantability, fitness for a particular purpose, title or non-infringement. Aeroxchange does not warrant that the exchange or the functions, features or content contained on the exchange will be completely uninterrupted, secure or accurate, or that all defects will be corrected. Aeroxchange is merely a provider of the exchange, and you acknowledge that Aeroxchange specifically disclaims all responsibility for any transactions initiated, entered into, or consummated by you and other users using the exchange, or for any service interruptions that may cause you to be unable to enter into a transaction.

12. Indemnification and Limitations on Liability

Aeroxchange agrees to release, and save, indemnify, and hold harmless You from and against any and all claims, demands, suits (including appeal), actions, costs (including without limitation costs of investigation, litigation and court costs), damages, injuries, fines, interest, judgments, liabilities, losses, penalties, and expenses (including reasonable attorneys' fees) (collectively, "Claims"), brought by, or on behalf of Aeroxchange, or of anyone who is not a party to this Agreement to the extent resulting from any negligence or intentional actions of Aeroxchange or its employees or agents and arising out of or relating to Aeroxchange's performance of services under this Agreement. You agree to release, and save, indemnify, and hold harmless Aeroxchange, its subsidiaries, affiliates, and each of its directors, officers, employees and contractors from and against any and all Claims brought by, or on behalf of You, or of anyone who is not a party to this Agreement arising out of or related to (i) Aeroxchange's use or possession of any data supplied by You for use on the Exchange that infringes, dilutes, or violates the intellectual property rights of any person, including, without limitation, the patent, copyright, or tradesecret rights, (ii) your data transmitted on the Exchange is materially false, misleading or erroneous, (iii) the sale, purchase, disposal, use, or delivery of any goods or services purchased or services initiated on the Exchange, (iv) disputes between you and other Users concerning transactions for goods and services transacted over the Exchange, (v) your use of, or inability to use or access the Exchange or Services, and (vi) the bodily injury, illness or death to or of You or any third party, or physical damage to or loss of any tangible or intangible property of yours or any third party.

Notwithstanding anything to the contrary contained in this Agreement, General Terms or Sales Order: (a) Aeroxchange's liability in connection with this Agreement, General Terms or Sales Order, the services provided Aeroxchange pursuant to this Agreement, General Terms or Sales Order regardless of the form of action giving rise to such liability (whether in contract, tort or otherwise), and including any liability or indemnity obligation under the indemnity paragraph above, shall, in no event, exceed the amount of fees paid by You to Aeroxchange during the twelve (12) month period immediately preceding the event or occurrence giving rise to such liability and (b) NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES OF ANY KIND (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST BUSINESS OR LOST PROFITS), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. The foregoing states the entire liability of Aeroxchange with regard to this Agreement and the services provided pursuant to this Agreement. The limitation of liability contained in this section is a fundamental part of the basis of Aeroxchange's bargain hereunder, and Aeroxchange would not enter into this Agreement absent such limitation.

13. Applicable Law; Dispute Resolution

The laws of the state of Texas and the laws of the united states of America shall govern the rights and duties of the parties hereto and the validity, construction, enforcement and interpretation of this agreement.

Any issue or dispute, controversy, claim or alleged breach that is not resolved between You and Aeroxchange through informal discussions shall be referred to binding arbitration in accordance with the provisions of this Section 13. Any such unresolved issue, dispute or claim shall be resolved exclusively by final and binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Demand for arbitration must be made within either one year after the discovery of the claim on which the demand is based, or one year from the date of termination of Your agreement with Aeroxchange if discovered after termination. If the claiming party fails to demand arbitration within the applicable one year period specified in the preceding sentence, the claim shall be deemed to be waived and shall be barred from either arbitration or litigation. Either party may invoke arbitration of an issue by serving on the other party a written notice of arbitration, which shall specify with reasonable detail (1) the issue in dispute, (2) the claims asserted, and (3) the remedy sought by the party invoking arbitration. Each party shall appoint one arbitrator to arbitrate the subject issue. The arbitrators shall be appointed within fifteen (15) days of the date of the foregoing described notice. If one party fails or refuses to appoint an arbitrator, then the first arbitrator appointed shall appoint a second arbitrator. Within thirty (30) days of the last of those appointments, the two arbitrators shall appoint a third arbitrator. Each party appointing an arbitrator or for whom an arbitrator is appointed shall bear all costs and expenses associated with that arbitrator, and the cost and expenses associated with the third arbitrator shall be shared equally by the parties. If Aeroxchange initiates the arbitration proceeding, the arbitration hearing shall be held in a major United States metropolitan area designated by You. If You initiate the arbitration proceeding, then the arbitration hearing shall be held in the Dallas, Texas area. Within ten (10) days after the conclusion of the arbitration proceeding, the arbitrators shall render a written decision of the arbitration and state the reasons for the award and decision. The arbitrators may award costs, including attorney's fees, to the prevailing party. The decision of the arbitrators is binding on the parties, and after the completion of the arbitration, a party to the arbitration may not institute litigation to reverse the decision of the arbitrators. It may, however, institute litigation in any court of competent jurisdiction to enforce the claim or issue determined by the arbitration proceeding.

You and Aeroxchange agree that the only circumstance in which disputes between us shall not be subject to the binding arbitration provisions of this Section 13 is where a party makes a good faith determination that a breach by the other party is such that the damages resulting from the breach will be so immediate, so large or severe, and so incapable of adequate redress after the fact that a temporary restraining order or other immediate injunctive relief is the only adequate remedy. If a party files a pleading with a court seeking immediate injunctive relief which is challenged by the other party and the injunctive relief sought is not awarded in substantial part, the party filing the pleading seeking injunctive relief shall pay all of the costs and attorney's fees of the party successfully challenging the pleading.

14. Notices

Any notice or demand given under the terms of any Sales Order or these General Terms or under any statute by You or by Aeroxchange shall be effective after the fourth (4th) day when given in writing and given or made by overnight mail or similar communication or by certified or registered mail. Aeroxchange's notice to You shall be addressed to Your current address for invoices if You are a Subscribed User, or to Your current address as shown by Aeroxchange's records if You are a Third Party User. Your notice to Aeroxchange shall be addressed as follows: Aeroxchange, Ltd., 5221 N. O'Connor Blvd., Suite 800 East Tower, Irving, TX 75039, Attn. CFO.

15. Miscellaneous

ENTIRE AGREEMENT- Except as may be otherwise agreed to in writing between Aeroxchange and You, these General Terms and any applicable executed Sales Orders constitute the entire agreement between Aeroxchange and You regarding the subject matter hereof and fully supersede any and all other agreements regarding the subject matter hereof, either oral or in writing. You acknowledge and agree that you have read these General Terms and understand and accept these terms.

WAIVER- Any failure of Aeroxchange to enforce any provision of these General Terms shall not constitute a waiver of any rights under such provision or any other provision of these General Terms. Any waiver by either party must be in writing.

SURVIVAL- Upon termination or expiration of the agreements between You and Aeroxchange, all rights and obligations arising hereunder regarding Your access to or use of the Site and the Exchange shall automatically terminate, including the licenses granted herein. All other provisions of these General Terms, including the provisions of Sections 3,4,5,6,7,8,10,11,12,13,14 and15 shall survive termination or expiration, however or whenever occurring.

RELATIONSHIP OF PARTIES- The relationship between You and Aeroxchange established by any Sales Order and these General Terms is that of customer and service provider/independent contractor, and nothing contained therein shall be deemed or construed to constitute us as partners, joint venture partners, co-owners or otherwise as participants in a joint or common undertaking. Without prejudice to the above, You may not claim or seek to claim any loss or damage from Aeroxchange on the basis that Aeroxchange is acting as agent, broker, fiduciary or other representative of You or another User or any other third party.

RELATIONSHIP OF PARTIES- The relationship between You and Aeroxchange established by any Sales Order and these General Terms is that of customer and service provider/independent contractor, and nothing contained therein shall be deemed or construed to constitute us as partners, joint venture partners, co-owners or otherwise as participants in a joint or common undertaking. Without prejudice to the above, You may not claim or seek to claim any loss or damage from Aeroxchange on the basis that Aeroxchange is acting as agent, broker, fiduciary or other representative of You or another User or any other third party.

ASSIGNMENT- Neither party may assign or delegate performance under these General Terms or any Sales Order or any of its rights or duties thereunder without the prior written consent of the other party, except to a person or entity which has succeeded to the assigning party and assumed the party's rights and obligations.

End