General Terms and Conditions for Aircraft Wireless Communications and Content Delivery Services

The aircraft wireless communications and content delivery services (including any broadband data, voice or vision related services) (collectively, the “Services” and each individually a “ Service”) as indicated on the service agreement provided to the customer named therein (the “Customer” or “you”) are governed by (i) these General Terms and Conditions for Aircraft Wireless Communications and Content Delivery Services (these “Terms”), (ii) the Gogo Connectivity Services Terms of Use (refer to: https://gogoair.com/policies/terms-conditions/) (the “ Terms of Use”), (iii) the Gogo Privacy Policy (refer to: https://gogoair.com/policies/privacy-policy/) (the “Privacy Policy”) and (iv) the details you agreed to in your service agreement and collectively form an entire agreement (the “Service Agreement”) between Gogo Business Aviation LLC or one of its affiliates (“Gogo”, “us” or “our”) and you (collectively, the “Parties”). The Services are provided to you by Gogo and the Underlying Carriers (defined below). By signing a Service Agreement and activating the Services provided through your System (defined below) and/or associated telephone number(s) (“Activation”), as applicable, you signify your consent to these Terms, which apply to any use of the Services through the System (as defined below).

1. System. The Services are provided through different communication systems with separate equipment types which are listed in your Service Agreement (“System”). The terms that apply to the System you purchased or acquired (not the Service) are set forth in (a) the Equipment Terms and Conditions (refer to: https://gogoair.com/policies/equipment-terms-and-conditions/) if you purchased your System from us, (b) your agreement with the authorized Gogo dealer (the “Dealer”) from which the System was obtained, or (c) your agreement with the OEM from whom you purchased the aircraft.
   
   
2. Services. You acknowledge and agree that the Services being provided by Gogo under the Service Agreement may actually be procured by Gogo from a third party provider and/or its affiliates (“Underlying Carrier”) under Gogo’s agreement with the Underlying Carrier. The Services will only operate using the specific System which (i) we have designated for using the Services, (ii) depends on coverage of and a clear line of sight to the serving satellite or within the operating range of one of our base stations (you may contact us directly for information on the coverage area provided by our base stations, however, our coverage area is subject to change at any time without notice). Data Services are solely intended to provide passengers and crew with email and Internet connectivity. Service on the Gogo Broadband Network is provided by us on the frequency specified by us as authorized by the United States Federal Communications Commission (“FCC”) (or such other governmental authority). To the extent that you purchase or use the Galileo service, which operates on the network provided by Network Access Associates Ltd. or an affiliate (collectively, “OneWeb”), which is one of our Underlying Carriers, you are subject to, agree to be bound by, acknowledge that you have reviewed, and comply with the OneWeb Acceptable Use Policy attached herein as Schedule 1 and incorporated herein by reference. The Services are subject to transmission limitations caused by atmospheric, geographic, or topographic conditions. Temporary disruptions to the Services may occur, and Services may be temporarily refused, limited, interrupted, or curtailed as appropriate for the proper operation of the Services, to comply with legal or regulatory restrictions, or for other business purposes. You agree to provide all necessary information to enable us to provide you with the Services and resolve any issues in connection therewith. You must notify us immediately upon discovering or if you suspect any unauthorized use or any other security breach of the Services (including (i) any System, network or other system or account that has used, connected to or provides access to any of the Services; (ii) any violation of the Service Agreement; (iii) any and all actual or suspected unauthorized disclosures or uses of any access methods or any thefts, losses or other breaches of security with respect to any access methods; (iv) any and all actual or suspected unauthorized use or misuse of any Services; (v) any actual or suspected infringement or other violation of any of our rights or those of any third party; (vi) any other acts or omissions of Customer, including its users, which are likely to jeopardize or prejudice of our rights in any Services or threaten the security of any Services; or (vii) any claim, demand, or cause of action brought against Customer, including its users, or any subpoena or other similar legal document served upon Customer or any other person, which relates to the Service Agreement or any Services). Notwithstanding the foregoing, except to the extent mandated by applicable laws, we shall have no obligation hereunder to investigate, prosecute, or otherwise take any action in respect of any violation of which we are notified by Customer. You must revoke, or request that we revoke, the access methods of any authorized user immediately upon the termination of such authorized user’s employment or contractor relationship with you (if applicable) or at any other time such person is no longer authorized by you to access the Services.
   
   
3. Data. Customer is responsible for managing Customer’s data, including but not limited to, backup and restoration of data, erasing data from disk space Customer controls and changing data on or settings for the System(s). We are not responsible for the loss of Customer’s account or data.
   
   
4. Use. You agree not to, and to ensure that others will not, use the Services for any unlawful or abusive purpose, or in any manner that may create risk to the public or Gogo. The Services may not be resold, assigned or otherwise transferred without our prior written consent. You have no ownership rights to any telephone number assigned by Gogo to you in connection with your use of the Services. We may change any such telephone number at any time by providing you with notice. SOME COUNTRIES RESTRICT OR PROHIBIT USE OF SATELLITE PHONES AND YOU ARE RESPONSIBLE IN THIS REGARD FOR COMPLYING WITH ALL APPLICABLE LAWS IN CONNECTION WITH YOUR USE OF THE SERVICES. If you have questions with respect to the use of satellite phones, we recommend you contact the embassy or trade commission of the relevant destination country, prior to entry into such country’s airspace. Use of the Services is also governed by our Privacy Policy and the Terms of Use. To the extent of any conflict between these Terms and the Terms of Use and/or the Privacy Policy, these Terms will control with respect to your use of the Services and solely to the extent of the conflict. You agree to present the Terms of Use and the Privacy Policy to each individual end user of the Services and to obtain each individual end user’s consent to the Terms of Use and the Privacy Policy. We shall have the right, at your expense, and upon reasonable notice to audit your compliance with the terms of the Service Agreement and/or the Services. The following actions set forth in (i) to (xviii) below shall be considered material breaches and may result in immediate termination, suspension or debarment of the Service Agreement and or Services: (i) accessing or attempting to access Services by using an unauthorized device or by tampering with or altering the System; (ii) obtaining or attempting to obtain permission to use Services by providing false or misleading information; (iii) obtaining Services without having the intent to pay charges incurred; (iv) using Services to undertake, encourage, promote or further any unlawful, fraudulent or criminal purpose or otherwise illegal activity; (v) interfering with, gaining unauthorized access to (including circumventing the user authentication or security of) our, any Dealer’s, or any other third party’s server, host, account, network, network access, computer, computer system or control device, software, or data without consent to do any of the foregoing; (vi) impersonating any person or entity, engaging in sender address falsification, forging any third party’s digital or manual signature, falsifying, altering or removing any packet or message headers; (vii) posting, storing, sending, transmitting or disseminating any information or material which a reasonable person could deem to be offensive, indecent, pornographic, harassing, threatening, invasive of privacy, vulgar, hateful, defamatory, racially or ethnically offensive or otherwise inappropriate, regardless of whether such information or material or its dissemination is unlawful; (viii) using Services to make obscene or illegal communications, to impersonate another person with fraudulent or malicious intent or to call another person so frequently or at such times of day or in any other manner with the intended effect of annoying, threatening or harassing such other persons; (ix) using Services in a manner that interferes with our, any of our third party providers' (including any Dealer's and any Underlying Carrier's) ability to provide services or equipment to customers (including disabling or interfering with any security features or intentionally introducing viruses, spyware, corrupted files or malware of any kind) or avoids Customer’s obligation to pay for the Services (including, for the avoidance of doubt, any and all forms of taxation, whether direct or indirect and whether levied, computed or charged by reference to income, profits, gains, equity, net wealth, asset values, turnover, added value or other reference, and any other statutory, governmental, state, provincial, local governmental or municipal impositions, tariffs, duties, contributions and levies (including, without limitation, (a) national insurance, social security contributions and any other payroll taxes, apprenticeship levies, Universal Service Fund contributions assessed by the U.S. Federal Communications Commission, and (b) any applicable taxes levied, computed or charged by reference to sales, customs, import, export, excise, use, turnover, distribution, consumption of goods and services (including, without limitation, EU charges, value added tax or GST) (“Sales Tax”)), whenever and wherever imposed (whether imposed by way of a withholding or deduction for or on account of tax or otherwise) and in respect of any person, and in each case including all penalties, charges, surcharges, fines, costs and interest relating thereto and all other additions in respect thereof (collectively, “Taxes”); (x) using or distributing tools designed or used for compromising security; (xi) engaging in unauthorized port scanning; (xii) transmitting unsolicited bulk or commercial messages or spam, as defined under applicable law (“Spam”); (xiii) using Services in any way that may violate, infringe or assist others in infringing upon the legal rights of any third party, including any third party intellectual property rights (including but not limited to uploading, posting, publishing, transmitting/ crafting derivative works of, distributing or engaging in any action that may violate the rights of or facilitate the infringement of any third party intellectual property right); (xiv) using the Services in any way that may be in breach of any obligation of confidence or privacy; (xv) using Services in a manner that interferes unreasonably with use of Services by one or more other customers or any of our third party providers' (including any Dealer's and any Underlying Carrier's) customers, including but not limited to taking any action that imposes an unreasonable or disproportionately large load on the Services; (xvi) using the Services to perform “service bureau,” “software as a service,” “cloud service,” or “application services provider” type services for any third party; (xvii) referring to any portion of the Services, or otherwise using any of the Services in connection with the development of any websites, software or other product or service having functionality, look and feel, or other features similar to or competitive with our software or Services; and (xviii) using the Services other than for the purposes expressly set forth in the Service Agreement. If the Services are fraudulently used or counterfeited, you must notify us immediately and promptly provide us with requested documentation and information (including affidavits and police reports, if any). You agree to cooperate with us in any investigation and to use any fraud prevention or detection precautions we prescribe.
   
   
5. Charges and Taxes. You are responsible for paying for (a) all charges for the Services (including recurring monthly charges), (b) all calls and data sent from or received using the Services, and (c) any other charges or fees (collectively, the “Fees”) in connection with (a) and (b) above. You acknowledge and agree to pay us the monthly fees applicable to the data specific Services and that such fees do not include any fees for any other service Gogo may introduce in the future. The Fees are not inclusive of any additional service fees we may charge in connection with the third party use of the Gogo Broadband Network which, for the avoidance of doubt, is where a third party device or application is sending data to or receiving data from the aircraft. All such third party use must be formally tested and approved by Gogo and may result in such additional service fees. To initially establish the Services, we require you to pay us a Receiver-Transmitter (“RT”) account setup/activation fee of three hundred dollars ($300) for the initial RT covered by the Service Agreement and a two hundred dollar ($200) setup/activation Fee for each additional RT covered by the Service Agreement. You acknowledge that RT activations can take up to three (3) business days. Gogo may change the pricing of the Services or the Fees structure at any time during the Term of the Service Agreement. Any new pricing as a result of a Service plan change (Gogo initiated or Customer initiated) will become effective upon the next full billing cycle. Fees may also include amounts we charge for processing third-party billings and for Services provided by other vendors. You may upgrade any of your Service plans at any time. You may downgrade Service plans to a different Service Plan without suspending Services no more than once in a ninety (90) day period. If you terminate a Service and reactivate such Service at a later date, a three hundred dollar ($300) reactivation fee will apply when such Service is reactivated. All amounts stated and any references to payments, fees, charges, costs and/or expenses (or similar) in the Service Agreement are exclusive of Tax, which shall be payable in addition to any principal amount (other than any Taxes in respect of a person’s income, profit, gains or equity). You will be responsible for all Taxes, (except, for the avoidance of doubt, Taxes based on Gogo’s income, profit, gains or equity) on the Services that are the subject of the Service Agreement (including if imposed retroactively) including but not limited to Sales Tax, telecommunications taxes, duties, customs fees, tariffs and Universal Service Fund contribution charges. Further, we shall have the right to recover from you the amount of any government fees or Taxes (except, for the avoidance of doubt, for Taxes based on Gogo’s income, profit, gains or equity) arising as a result of the Service Agreement, which are imposed on our Services. Such fees or taxes shall be invoiced to you in the form of a surcharge included in your invoice. Relevant tax-exempt status must be documented and presented to us prior to the use of any Service for which adjustment of taxes or surcharges is requested in the United States. If tax-exempt status is claimed, you shall provide Gogo with your tax-exempt number, Federal TIN and 499 Filer ID. By submitting such information and executing the Service Agreement, you certify that you are entitled to such tax-exempt status to the best of your knowledge and belief. Regardless of tax status, the Universal Service Fund fees (the “USF Fees”) will apply to all United States customers unless specifically exempt under applicable laws or regulations. If the Services are resold or transferred to a United States owner/operator by a Gogo authorized reseller, such reseller is responsible for collection and payment of the USF Fees. In all other cases Gogo will pass the USF Fees to such United States based owner/operator or designated billing agent. Any amount payable by Customer shall be made in full without set-off or counter-claim and free from any deduction or withholding (including for or on account of Taxes), except as required by applicable law. In the event that any Taxes become payable in any territory, either by deduction or otherwise, on or in respect of any amount to be paid by Customer to Gogo, or which Customer may be required to withhold in respect of any amount due to Gogo, such Taxes (other than Taxes based on Gogo’s income, profit or gains or equity) shall be for the account of Customer and Customer shall pay to Gogo all payments on an “After-Tax Basis” (which shall mean, in respect of an amount (the “Base Amount”) with respect to a person, the Base Amount supplemented by a further payment, if necessary, to such person such that the sum of the Base Amount and the further payment, after reduction for all Taxes, if any, imposed on such person in respect thereof, shall be equal to the Base Amount). Gogo assesses Regulatory Cost Recovery Surcharge (“RCRS”) monthly to defray costs of various regulatory programs. RCRS is not a tax and is not an amount Gogo is required to collect by law. RCRS and the components used to calculate it may change from time to time. We reserve the right to revoke any stated offer and to correct any errors, inaccuracies or omissions including after an order has been submitted and whether or not the order has been confirmed.
   
   
6. Customer Property. As between us and Customer, all right, title and interest in and to all information, data, files, records and other materials, including personal information, that Customer uploads or transmits via the Services or otherwise provides to us hereunder or that is collected and generated by the Services, including all network data, details, statistics, metrics, measurements, and other information (excluding any Customer communications traffic transmitted to or from the Services), and any initial, final, or intermediate product or output of the application of analytical or data processing techniques used to generate and analyze any of the foregoing information (“ Customer Content”) and confidential information of Customer, together with all intellectual property associated therewith, shall be and remain vested in Customer. Customer hereby grants to us, our Underlying Carriers, and our and their affiliates an irrevocable, perpetual, nonexclusive, royalty-free (for no additional remuneration whatsoever), sub-licensable, fully paid-up, worldwide right and license to (a) use, and share with our suppliers, Underlying Carriers and our and their affiliates, Customer Content solely for the purpose of performing the Services and otherwise performing our obligations and exercising our rights under the Service Agreement; and (b) de-identify Customer Content and aggregate it with content from other customers of the Services and use and share such de-identified and aggregated Customer Content in any commercial manner and for any legitimate business purpose as we, our Underlying Carriers, and our and their affiliates may determine, including benchmarking, analytics, innovation, product and service design, product and service development and enhancements, improvement of the Services and research.
   
   
7. Liability for Data Usage. When signing up for certain Services, Customer will receive a SIM card that will give Customer access to Services. Any and all traffic (including voice and data) sent through Customer’s SIM card will be considered delivered to and property of Customer.
   
   
8. Services Purchased Under a Subscription/Service Plan. Certain Services may be sold under a subscription/service plan, some of which may require minimum service term commitments (indicated as a contract period in your Service Agreement). Accordingly, termination of a Service with a subscription/service plan that specifies a minimum service term commitment (other than Services with a month-to-month subscription/service plan commitment) prior to the expiration of its term will result in Customer being liable to pay us a termination charge in the amount of the full contractual commitment of that specific subscription/service plan. For example, if Customer purchases a two (2) year service plan at $5,995/month and terminates service in the eighteenth (18^th) month, the termination charge will be $35,970 (six (6) months multiplied by $5,995). Customer acknowledges that the assessment of a termination charge represents a reasonable estimate of Gogo's damages resulting from early termination and is not a penalty.
   
   
9. Monthly Minimum Charge for Gogo Biz Hourly Plans. Customers enrolled in a Gogo Biz Hourly Plan will be invoiced a minimum of five (5) hours per month (the “Minimum Hours”), including any partial month (e.g., the month in which your Gogo Biz Hourly Plan is activated or terminated). Gogo will permit you to rollover the Minimum Hours to subsequent months; provided, that, you will only be permitted to rollover a maximum of fifteen (15) hours in any given month. Such rollover hours will be forfeited if you terminate or suspend your Gogo Biz Hourly Plan, change your Gogo Biz Hourly Plan, or do not use such hours within twelve (12) months from the date such hours are first rolled over. Notwithstanding anything to the contrary in the Service Agreement, Gogo may modify this Section 9 (Monthly Minimum Charge for Gogo Biz Hourly Plans) at any time by providing you with notice.
   
   
10. Billing and Payment. Subject to Section 15 (Suspension by Customer), recurring monthly fees shall be (a) invoiced monthly, in arrears, (b) on a pro rata basis, taking into account any Suspension Term (as defined below), such that, by way of example, if a customer’s Suspension Term was to run from November 15 to December 15, such customer would be billed fifty percent (50%) of its monthly fee in November and fifty percent (50%) of its monthly fee in December, and (c) due by the date set forth on such invoice. All Fees will be billed directly by us to you. We reserve the right to issue invoices to you from any of our affiliates, irrespective of which specific affiliate entered into the Service Agreement. You acknowledge and agree that invoices may bear the name of the billing affiliate and not necessarily the entity that executed the Service Agreement and this shall not affect the validity or enforceability of any invoice or your obligation to make payment in accordance with the terms herein or therein. Billing cycles may change from time to time. If you have authorized payment by credit card, no additional notice or consent will be required for fees charged to such credit card. Gogo may also require monthly automatic payments using your credit card or eCheck, in accordance with applicable laws. By enabling automatic payments in accordance with applicable laws, you authorize Gogo to automatically debit your credit card or bank account for all charges incurred by you under the Service Agreement for the use of the Services, including early cancellation fees, termination charges, and any other fees. If at any time your credit card or bank account becomes invalid, then Gogo shall have no obligation to provide the Services and may cease providing Services immediately, without prior notice. Time is of the essence for payment and YOU AGREE TO PAY US A LATE FEE OF ONE AND ONE HALF OF A PERCENT (1.5%) PER MONTH ON ANY UNDISPUTED AMOUNT NOT PAID BY THE DUE DATE shown on the invoice, or the maximum interest rate permitted by law, whichever is lower. Acceptance of late or partial payments (even if marked with “paid in full” or similar words) will not waive our rights. We will charge an additional fee of twenty five dollars ($25) for any check returned unpaid. Gogo reserves the right, at its sole discretion, during the Term to review your monthly usage and payment history and to require, as a condition of continuing to provide Services, a credit card, eCheck, deposit, pre-payment, or other means of securing payment. If any portion of any invoice is in dispute, Customer must, within thirty (30) days of the invoice date containing such disputed amount, give written notice to us of the amount it disputes (the “ Disputed Amount”). You shall include in such notice the specific details and reasons for disputing each item. WE WILL NOT BE RESPONSIBLE FOR ANY DISPUTED AMOUNT FOR UNAUTHORIZED ACTIVITY WHICH HAS NOT BEEN SPECIFICALLY CALLED TO OUR ATTENTION WITHIN THIS THIRTY (30)-DAY PERIOD. Claims of unauthorized or unintended use, fraudulent use or any other misuse will not constitute a valid basis for dispute of an invoice. If the Disputed Amount is resolved in our favor, and you have not yet paid the Disputed Amount, late fees may also be assessed, if applicable, upon final determination of such dispute. We will issue credits against amounts owed by you on subsequent invoices upon resolution of any Disputed Amounts in your favor. In the interest of being environmentally conscious, you are encouraged to take advantage of Gogo’s paperless billing options. Additionally, Gogo reserves the right to charge a nominal fee for preparation and mailing of paper invoices (fifteen dollars ($15) per month per invoice). Unless otherwise set forth in the Service Agreement, all payments must be made in U.S. dollars and may be made by ACH, wire (for which Customer is responsible for all wiring fees), credit card (subject to applicable laws, Master Card, VISA, American Express, or other credit cards as we may designate from time to time and subject to any additional fees we may charge for credit card payments). Except as expressly provided herein, any amount which is not expressed in U.S. dollars shall be converted into U.S. dollars by using the exchange rate published on Bloomberg at 5:00 pm, Eastern time, on the day before the relevant date, or in  The Wall Street Journal on such date if not so published on Bloomberg. We shall have the right to issue adjustments to invoices after the date of any given invoice in the event of the discovery of errors or adjustments affecting such invoices. The right to issue adjustments shall be limited to eighteen (18) months after the date of any given invoice, except where any such adjustment is required by law, in which case the relevant legal limit shall apply. We shall, on discovery of any such error, notify you in writing within thirty (30) days of such discovery of our intention to make such adjustments.
    
    
11. Unintended or Unauthorized Traffic/Data Connections. You shall pay for any and all unintended traffic/data connections including but not limited to call, data or IP traffic generated from malware and/or viruses, Wi-Fi enabled devices, Unlicensed Mobile Access (“UMA”) devices, through equipment testing and connection, equipment failure, automatic software updates or background tasks, even if you were not the user and/or did not authorize such use.
    
    
12. Services Purchased Under the Pay-as-You-Go Payment Option. Services purchased under the Pay-As-You-Go payment option as elected in your Service Agreement that do not specify a term can be terminated at any time by either Party by providing written notice to the other Party. Upon termination, Customer will remain liable for all charges including, but not limited to, airtime and monthly access fees up to and including the last day of the billing period in which you receive written confirmation from us that your deactivation request has been completed.
    
    
13. Term and Termination.
    
    
    1. Term. The term of the Service Agreement commences on the date of Activation of the relevant Service, and continues for the initial duration of the selected Service plan stated in the Service Agreement and if no such duration is listed in the Service Agreement than the initial duration is twelve (12) months (the “Initial Term”), and then automatically renews for additional successive one (1) month terms for month to month Services and successive twelve (12) months terms for all Services with Initial Terms equal to or greater than one year (each, a “Renewal Term” and, collectively with any Renewal Term, the “Term”), unless otherwise terminated in accordance with these Terms. For the avoidance of doubt, each of the Initial Term and the Renewal Term shall be extended for the duration of any Suspension Term (as defined below).
       
       
    2. Termination.
       
       1. By Customer: In order to request termination of a Service, Customer may either submit an online deactivation form located at https://csa.satcomdirect.com/, or call us at +1 303-301-3278, and, in each case, provide us with at least thirty (30) days prior notice to the intended termination date.
          
          
       2. By Gogo: We may terminate the Agreement and/or Services in whole or in part (A) immediately upon your failure to pay any fees, charges or Taxes due hereunder (other than amounts disputed in good faith); provided that we have given notice to you to make payment and any or all of such payment remains outstanding for more than fifteen (15) days following receipt of such notice; (B) unless stated otherwise herein, immediately upon your material breach of any provision of this Agreement; provided that we have given notice to you of such breach and such breach remains uncured for more than thirty (30) days following receipt of such notice; (C) immediately upon notice where any of our agreements with our Underlying Carriers expire or terminate, thereby terminating our provision of the applicable Service to you; provided that such termination of Services shall be limited to the same extent as the expiration or termination of such Services under the applicable agreement with the Underlying Carrier; (D) immediately upon notice your breach of any provision of the Agreement or any applicable Gogo or Underlying Carrier user policy; (E) immediately without notice and may cancel any unfulfilled obligations if you become insolvent, are unable to pay your debts when due, file for bankruptcy, are the subject of involuntary bankruptcy, have a receiver appointed, or have your assets assigned for the benefit of creditors; (F) upon written notice to Customer if at any time any equipment, facilities, or property used by Gogo or its Underlying Carriers to provide the Services are taken for a public or quasi-public purpose by a lawful power or authority under the exercise of condemnation or eminent domain; (G) immediately without notice if lawfully ordered to cease operation of such Services by a state or federal court of law, or any other lawful federal, state or local governmental authority; (H) immediately with notice if we know or reasonably suspect that the Services are or have been used for fraudulent purposes, and/or if you have breached Section 30; or (I) for any reason upon thirty (30) days’ notice to you.
          
          
       3. Effect of Termination. If the Agreement and/or Services is terminated by you or us for your material breach of this Agreement, you shall remain responsible to pay all Fees owed (including monthly charges for the month of termination) and will also be responsible for an early termination fee equal to (a) only with respect to non-hourly Customers, the product of the then-current service plan cost multiplied by the number of months remaining in the Initial Term or the then current Renewal Term or (b) with respect to hourly Customers, the product of the then-current cost of five (5) hours multiplied by the number of months remaining in the Initial Term or the then current Renewal Term less any accrued unused hours (not to exceed fifteen (15) hours). You agree to reimburse us immediately for all costs we incur in enforcing this Service Agreement and collecting any money you owe us, including collection charges and any interest fees billed by third party collections agencies, legal fees and associated expenses. YOU AGREE TO PAY COLLECTION CHARGES UP TO FORTY PERCENT (40%) OR THE MAXIMUM AMOUNT PERMITTED BY LAW OF ANY FEES NOT PAID BY THE RELEVANT DUE DATE IN ACCORDANCE WITH SECTION 10 (BILLING AND PAYMENT). Upon termination of this Service Agreement and/or the relevant Service, Customer shall return to us or destroy, and certify to us as destroyed, any and all confidential information of ours and any of our property in your possession or control. We shall use commercially reasonable efforts to retain a copy of your Customer Content in our possession or control for a period of thirty (30) days immediately following the effective date of termination. If requested by you within such thirty (30) day period, we shall provide you with limited access to permit you to retrieve such Customer Content, we shall have no obligation thereafter to maintain, retain or provide your Customer Content. The rights of termination or restriction set forth in this Section ‎13 (Term and Termination) are in addition to any other remedies available to us under these Terms, at law, or in equity.
          
          
14. Modifications. Subject to Section 13 (Term and Termination) and Section 15 (Suspension by Customer), you may request the addition or termination, or suspension of any Services to your account at any time, and your account will be charged for such added, terminated, or suspended Services as applicable, in each case, from the date such addition, termination or suspension is reflected to your account (in most cases, within three (3) business days following any such request). We may discontinue any Service at any time. If we discontinue a Service or you lose your eligibility for a Service, we may, with notice, enroll you in another Service. If you misrepresent your eligibility for a particular Service, you agree to pay us any additional amount you would otherwise owe for the most similar Service for which you are eligible. We may re-engineer any Service or make technical modifications to any Service at any time at our sole discretion.
    
    
15. Suspension.
    
    
    1. By Customer. In order to request a temporary suspension of a Service, Customer must submit a suspension request via email to activations@satcomdirect.com or baactivations@gogoair.com. Customer understands and agrees that any such suspension requests will not take immediate effect and that Customer is responsible for payment of all charges incurred until Customer receives written confirmation from Gogo that the suspension request has been completed. Customer further acknowledges and agrees that Gogo may extend the Term of Customer’s Agreement for the corresponding amount of time the Services were suspended, and that suspension fees may apply. Except as otherwise stated in the Service Agreement, you may voluntarily elect to suspend such Service up to two (2) times during the Term of such Service, in any such case, for a minimum ten (10)-day period by providing notice of such election to us, such election to set forth the Service being suspended and the period of days you are electing to suspend such Service (each such period, a “Suspension Term”); provided, that, no Suspension Term (a) may be for more than a sixty (60) day period during the Initial Term or any subsequent Renewal Term, or (b) may commence on a date prior to the notice date of such election. If the Services are reactivated before the end of a Suspension Term, the then current term (i.e., the Initial Term or any Renewal Term) shall be extended by the amount of days of such suspension. Even though you have suspended the Services, you will still be obligated to pay for the Services and will be automatically charged monthly Fees following the day the Services shall have been suspended for sixty (60) days during the then current Term (i.e., the Initial Term or any Renewal Term). The foregoing suspension terms shall not apply, however, in the case where the Customer upgrades to a different Service plan.
       
       
    2. By Gogo. We may suspend the Services, in whole or in part, immediately (A) if necessary due to a suspension of the provision to us of such covered and corresponding Services under the applicable agreement with an Underlying Carrier such that we are no longer able to provide such covered and corresponding Services or any of our Underlying Carriers terminate our arrangements with them in connection with the provision of the applicable Services; (B) for any material breach of these Terms or (C) for any reason for which we would be entitled under these Terms to terminate your Services. To the extent that such suspension is a result of your breach of these Terms, you will be required to remedy the applicable breach in order for the Services to be reactivated.
       
       
16. Privacy. UNENCRYPTED VOICE AND DATA TRAFFIC ON THE SERVICES IS NOT SECURE AND YOUR PRIVACY CANNOT BE GUARANTEED. You agree to our disclosure of information about your account to any person able to provide to us your company name and the associated Gogo customer account number, and to the making of changes to the account by any such person. You (on behalf of yourself and any other users) authorize us and the Underlying Carriers to monitor and record calls made using the Services; provided, that, such monitoring and recording shall be in accordance with applicable laws. In addition, pursuant to Section 4 (Use), use of our Services is governed by the Privacy Policy. In order to provide the Services, carry out your requests, make various features, services and materials available to you through the Services and respond to your inquiries, we may share information (other than personal information that, for clarity, is governed by the Privacy Policy) with Underlying Carriers and, without limiting any of our other rights, may request you to take such reasonable action, and upon such request, you shall take such required action, to prevent or cure breaches of the Service Agreement.
    
    
17. Monitoring. We may access and record information about Customer equipment, settings and software in order to provide customized technical support. Customer agrees to permit us to access and record such data for the purposes described herein. We shall further have the right, but not the obligation, to monitor Internet traffic and content on our network, in our sole discretion, including through the use of automatic content filters (including, without limitation, bulk messaging or spam, virus, and adult language sniffers and filters), in order to determine compliance with these Terms and any operating rules established by us.
    
    
18. No Flight Critical Information. THE SERVICES ARE NOT INTENDED TO PROVIDE FLIGHT CRITICAL INFORMATION AND DO NOT GUARANTEE 911 OR OTHER EMERGENCY RESPONSE CAPABILITIES. It is your responsibility to make such provision as may be required by law or good aviation practices for the transmission of priority or distress communications over facilities other than the Services. The pilot in command of the relevant aircraft is responsible for obtaining all appropriate flight critical information from official sources, and to act accordingly.
    
    
19. Proprietary Rights. As between you and Gogo, you acknowledge and agree that all right, title and interest in (including all intellectual property rights in and to) the Services and the underlying technology, the Confidential Information, and all content on our website https://www.gogoair.com/ (“Website”) and websites of our affiliates are owned by Gogo or its affiliates, or Underlying Carriers. All rights in our property not expressly granted to Customer under these Terms are hereby reserved by us or our third party licensors or suppliers. In the event Customer provides us with any feedback, such feedback shall be deemed to be our property. You agree not to reproduce (except to view content on the Website for your personal purposes), reverse engineer (unless explicitly permitted by law), decompile, disassemble, modify, or create derivative works based on the Services, Confidential Information or Website content or make any other attempt to discover or obtain the source code for any software provided hereunder. Except as expressly permitted under these Terms or other Gogo agreements with authorized third-party billing agents, you agree not to directly or indirectly rent, lease, loan, license, bundle, sub-license or sell or offer access to or permit the use of the Services or provide the Services to any third party on a service bureau or time sharing basis or otherwise. You agree not to create or attempt to create a substitute/competitive product or service using any of the Services under any circumstances. Customer shall not remove, obscure, alter, or deface any notice of confidentiality, any trademark, any copyright notice, or any other indicia of ownership that may be contained in or displayed via our property.
    
    
20. LIMITATION OF LIABILITY AND INDEMNITY. YOU HEREBY ACKNOWLEDGE AND AGREE THAT, NOTWITHSTANDING ANYTHING TO THE CONTRARY UNDER the Service Agreement: (A) NEITHER WE NOR ANY UNDERLYING CARRIER OR ANY OF OUR OR THEIR AFFILIATES: (I) WILL BE LIABLE FOR ANY NONPERFORMANCE CAUSED BY ANOTHER SERVICE PROVIDER, EQUIPMENT FAILURE, OR CAUSES BEYOND OUR REASONABLE CONTROL OR CLAIMS AGAINST CUSTOMER BY ANY THIRD PARTY; (II) WILL ASSUME ANY LIABILITY FOR SERVICE OUTAGES; (III) WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR SPECIAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE OR PROFIT, LOSS ARISING FROM OR ATTRIBUTABLE TO FAILURE TO REALIZE ANTICIPATED SAVINGS, OR LOSS OF PRODUCTION, EQUIPMENT OR DATA), EVEN IF WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; (IV) WILL BE LIABLE FOR ANY CLAIMS BROUGHT MORE THAN TWELVE MONTHS AFTER THE CAUSE OF ACTION ACCRUED, PROVIDED THAT THIS LIMITATION SHALL NOT APPLY TO CLAIMS FOR BREACH OF CONTRACT, FRAUD, OR PERSONAL INJURY OR (V) WILL BE LIABLE FOR ANY ACTS OR OMISSIONS MADE IN RESPONSE TO (A) A VIOLATION OF ANY OF OUR OR OUR UNDERLYING CARRIER’S OR ANY OF OUR OR THEIR AFFILIATES POLICIES, OR AN EMERGENCY RESPONSE OR IN COMPLIANCE WITH A GOVERNMENT ORDER (INCLUDING INTERRUPTION, DEACTIVATION OR DIVERSION OF THE SERVICES); AND (B) GOGO’S (AND ANY UNDERLYING CARRIER’S OR ANY OF OUR OR THEIR AFFILIATES) LIABILITY (INCLUDING LIABILITY FOR ANY SERVICE FAILURE WHICH CANNOT BE EXCLUDED) UNDER AND/OR ARISING OUT OF the Service Agreement, WILL IN NO EVENT EXCEED THE SERVICES CHARGES FOR (Y) WITH RESPECT TO ANY SERVICE FAILURE, THE PERIOD OF SUCH SERVICE FAILURE, AND (Z) ANY OTHER LIABILITY, THE SERVICES CHARGES FOR THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE UPON WHICH SUCH LIABILITY AROSE AND ANY DAMAGES WILL BE LIMITED TO DAMAGES PROVEN AS DIRECTLY ATTRIBUTABLE TO US. YOU (ON BEHALF OF YOURSELF AND YOUR USERS) WAIVE ANY RIGHT TO MAKE ANY CLAIM AGAINST US OR ANY UNDERLYING CARRIER OR ANY OF OUR OR THEIR AFFILIATES AND YOU WILL NOT MAKE ANY CLAIM, INCLUDING FOR INJURY, LOSS OR DAMAGE OR INDEMNIFICATION, ARISING FROM OR RELATED TO THE USE OF THE SYSTEM, INSTALLATION OR REPAIR OF THE SYSTEM, OR THE SERVICES, INCLUDING ANY UNAVAILABILITY OR FAILURE, DELAY, OR FAULTINESS THEREOF. YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS US AND OUR SUPPLIERS AND OUR/THEIR RESPECTIVE DIRECTORS, OFFICERS, AGENTS, EMPLOYEES, INSURERS, ASSIGNS, SUBSIDIARIES AND AFFILIATED (INCLUDING PARENT) COMPANIES, AND OUR/THEIR DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY LIABILITIES, PENALTIES, DEMANDS, CLAIMS, LOSSES, EXPENSES, DAMAGES OR COSTS (INCLUDING REASONABLE COSTS, EXPENSES AND ATTORNEY’S FEES INCURRED IN THE DEFENSE OF SUCH CLAIMS) ARISING OUT OF THE USE OF THE SERVICES, UNLESS DIRECTLY DUE TO OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR UNLAWFUL ACTS. THIS SECTION 20 (LIMITATION OF LIABILITY AND INDEMNITY) WILL SURVIVE TERMINATION OF the Service Agreement.
    
    
21. NO WARRANTIES. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE AND THE UNDERLYING CARRIERS AND OUR AND THEIR AFFILIATES MAKE NO, AND DISCLAIM WITH RESPECT TO GOGO AND THE UNDERLYING CARRIERS AND OUR AND THEIR AFFILIATES, ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTY OR OTHER STANDARDS OF PERFORMANCE, GUARANTEES, OR OTHER TERMS IMPLIED BY LAW CONCERNING THE SYSTEM, THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES, INCLUDING WARRANTIES OF TITLE, QUIET ENJOYMENT, ACCURACY, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, REQUIREMENT OR USE, ANY WARRANTY ARISING OUT OF A COURSE OF PERFORMANCE, DEALING OR TRADE USE OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, MALICIOUS CODE-FREE OR THAT THE RESULTS THAT MAY BE OBTAINED FROM THE SERVICES OR ANY INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE. WE HAVE NO CONTROL OVER AND NO LIABILITY TO YOU OR ANY USER OF THE SERVICES FOR ANY INFORMATION, PRODUCTS, THIRD-PARTY DATA APPLICATIONS OR SERVICES ON THE INTERNET. WE HAVE NO OBLIGATION TO YOU OR ANY OTHER USER TO MONITOR OR EDIT THE SERVICES. WE DO NOT WARRANT THAT ANY SYSTEM, SOFTWARE OR DATA SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU EXPRESSLY ACKNOWLEDGE THAT THE INTERNET IS AN INHERENTLY INSECURE MEDIUM, THERE ARE CERTAIN SECURITY, CONFIDENTIALITY, AND PRIVACY RISKS INHERENT IN WIRELESS COMMUNICATIONS AND TECHNOLOGY, AND NEITHER WE, OUR UNDERLYING CARRIERS, OUR SUPPLIERS NOR ANY OF OUR OR THEIR AFFILIATES MAKE ANY ASSURANCES OR WARRANTIES RELATING TO SUCH RISKS INCLUDING THE SECURITY OR INTEGRITY OF ANY COMMUNICATIONS MADE OR RECEIVED USING THE SERVICES. WE SHALL NOT BE LIABLE FOR, AND YOU ASSUME ALL RISK OF, ANY ADVICE OR FAILURE TO PROVIDE ADVICE BY US TO YOU REGARDING THE SERVICES. YOU ASSUME FULL RESPONSIBILITY AND RISK FOR USE OF THE SERVICES AND THE INTERNET, AND YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE QUALITY AND MERCHANTABILITY OF ALL INFORMATION, SERVICES, AND PRODUCTS PROVIDED THROUGH THE SERVICES OR THE INTERNET. WE DO NOT AUTHORIZE ANYONE TO MAKE A WARRANTY ON OUR BEHALF, AND YOU SHOULD NOT RELY ON ANY SUCH STATEMENT. THIS SECTION 21 (NO WARRANTIES) WILL SURVIVE TERMINATION OF the Service Agreement. This Section 21 (No Warranties) and Section 20 (Limitation of Liability and Indemnity) apply to the maximum extent permitted by applicable law. Some jurisdictions, including New York, do not allow limitations on certain liabilities for personal injuries, gross negligence, willful misconduct, implied warranties or consequential damages, so some of the above limitations may not apply to you to the extent prohibited by law. The Service Agreement gives you specific legal rights; you may also have other rights, which vary by jurisdiction.
    
    
22. Notice. Written notices to you will be effective on the day of the effective transmission of an email or fax, or three business days following the date such notice is deposited with the postal service and addressed to your company’s business address, each as listed in our records. All legal notices including Disputes (as defined in Section 32 below) should be directed to our legal department at legalnotices@gogoair.com. All technical related issues should be directed to support@gogoair.com. All other inquiries (including any changes to your company’s business address, which you agree to provide us as soon as possible) should be directed to our Customer Service Department at bacustomerservice@gogoair.com or calling us at +1 303-301-3278. Account administrative changes will be effective when received. Changes relating to Services plans or features will be effective on the next billing cycle. Any notice you provide to us must specify your company name, your Gogo customer account number, and, as appropriate, reference the affected aircraft tail number(s).
    
    
23. Third-Party Consents. You hereby acknowledge and agree that (a) you have already obtained, or shall use best efforts to promptly obtain, any third-party consents, approvals or amendments to your existing third-party agreements that are necessary to allow us to provide the Services to you (the “Consents”), (b) you shall pay for the cost of obtaining the Consents and any fees or charges associated with the Consents, including any additional licenses, sublicenses, access or transfer fees, and (c) if you are unable to obtain any of the Consents and no commercially feasible alternative for the Services is available or capable of being reasonably implemented (subject to our sole discretion), we shall be fully relieved of our obligations to provide the Services with no liability.
    
    
24. Force Majeure. We will not be liable to you for any failure to perform due to a cause beyond our reasonable control or other similar causes beyond our reasonable control (“Force Majeure”) including, but not limited to, acts of God, unilateral acts or threats of action of any governmental body in either its sovereign or contractual capacity, explosions, fires, floods, earthquakes, epidemics, strikes, lockouts, work stoppages, or other labor difficulties, freight embargoes, unusually severe weather, riots, war, invasion, terrorism, theft, national emergencies or natural disasters; provided, that, we promptly notify you of such circumstances and use reasonable efforts to avoid or remove such cause of non-performance. During any period our performance of our obligations is prevented by Force Majeure, that obligation shall be suspended for the duration of the period of Force Majeure. Upon removal or cessation of such cause of non-performance, all obligations hereunder will resume.
    
    
25. Interpretation. The headings herein are for convenience of reference only, do not constitute part of these Terms and shall not be deemed to limit or otherwise affect any of the provisions herein. Where a reference in these Terms is made to a Section, Schedule, Exhibit, or Annex, each reference shall be to a Section of, Schedule to, Exhibit to or Annex to these Terms unless otherwise indicated. Whenever the words “include,” “includes,” or “including” are used in these Terms, they shall be deemed to be followed by the words “without limitation.” For purposes of these Terms, whenever the context requires, the singular number shall include the plural, and vice versa. All references in these Terms to “$” are intended to refer to United States dollars. Any references to a particular law means such law as amended, modified or supplemented (including all rules and regulations promulgated thereunder) and, unless otherwise provided, as in effect from time to time.
    
    
26. Network Security. Customer is responsible for developing and maintaining any security procedures Customer deems appropriate, such as logon security and data encryption, user ID, alias, and password on the Services. We are not responsible in the event that any party changes the information on Customer’s account, including without limitation, Customer’s alias, user ID, password, or security information. WE STRONGLY RECOMMEND THE USE (AND APPROPRIATE UPDATING) OF PASSWORDS, COMMERCIAL ANTI-VIRUS, FIREWALL, AND ANTI-SPY SOFTWARE, AS WELL AS THE USE OF ANTI-SPAM EMAIL SOFTWARE AND FREQUENT PATCHING OF ANY GENERAL USE SOFTWARE. We disclaim all liability for any damages that may occur as a result of Spam or Spam filters, viruses, spyware or any other type of malicious code or software.
    
    
27. Use of IP Address. To enable provision of Services, we may provide Customer with a static or dynamic IP address. IP addresses are a finite resource and we must ensure the most efficient use of each address. Accordingly, Customer agrees that: (a) our assignment of a static IP address to Customer does not create any property rights in Customer to that IP address; and (b) we reserve the right to reclaim a static IP address from Customer and to assign Customer a different address, either static or dynamic. We disclaim all liability for any damage that may occur as a result of such action.
    
    
28. Confidentiality. From time to time during the Term, Gogo may disclose or make available to you, non-public, proprietary, and confidential information of it or any third party (including the Underlying Carriers), that, if disclosed in writing or other tangible form is designated as confidential, or if disclosed orally is identified as confidential at the time of disclosure and confirmed in writing within thirty (30) days thereafter, or should reasonably be considered confidential given the nature of the information and circumstances surrounding disclosure ("Confidential Information"). The obligations set forth in this Section 28 ( Confidentiality) shall survive termination of the Service for a period of five (5) years. Confidential Information of Gogo shall be deemed to include all non-public information contained within or otherwise relating to the Services (including any pricing) and all intellectual property rights of it and the Underlying Carriers. You shall (x) protect and safeguard the confidentiality of Gogo’s Confidential Information with at least the same degree of care as you would protect your own confidential information of a similar nature, but in no event with less than a reasonable degree of care; (y) not use Gogo’s Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise your rights or perform your obligations under the Service Agreement; and (z) not disclose any such Confidential Information to any person or entity, except to your employees, officers, directors, agents, attorneys, accountants, and financial advisors who need to know the Confidential Information to assist you or act on your behalf, to exercise your rights or perform your obligations under the Service Agreement and, in each case, are bound by written confidentiality obligations or fiduciary or ethical obligations of confidence at least as protective as those hereunder, and you shall remain liable for any breach of this Section 28 (Confidentiality) by such persons. If you are required by applicable law or legal process to disclose any Confidential Information, you shall, to the extent legally permissible, prior to making such disclosure, promptly notify Gogo in writing of such requirements to afford Gogo the opportunity to seek, at Gogo’s sole cost and expense, a protective order or other remedy with respect to the protection of such Confidential Information. You shall cooperate with Gogo in seeking such protective order and shall only disclose that portion of the Confidential Information that you are legally compelled to disclose. This Section 28 (Confidentiality) does not apply to any information that (a) is or becomes generally available to the public other than as a result of your direct or indirect acts or the direct or indirect acts of any of your employees, contractors, agents or representatives or any other person owing an obligation of confidence to Gogo; (b) is or becomes available to you on a non-confidential basis from a third-party source that was not legally or contractually restricted from disclosing such information; (c) was in your possession prior to Gogo’s disclosure hereunder; or (d) was or is independently developed by you without using or referring any of Gogo’s Confidential Information.
    
    
29. Organization. To the extent you are not a natural person, you hereby represent, warrant, and covenant to us as follows:
    
    
    1. You (i) are duly formed, validly existing, and in good standing under the applicable law of your jurisdiction of formation, (ii) have the power and authority and the legal right to enter into the Service Agreement and perform your obligations hereunder, and (iii) have taken all necessary action required to authorize the execution and delivery of the Service Agreement and the performance of your obligations hereunder, including obtaining any necessary consents and permissions for all information provided by you under the Service Agreement (however submitted) and ensuring that such information is accurate, reliable and complete, and will be updated as needed on a timely basis.
       
       
    2. The Service Agreement has been duly executed and delivered on behalf of you and constitutes a legal, valid, and binding obligation and is enforceable against you in accordance with its terms.
       
       
    3. The execution and delivery of the Service Agreement and the performance of your obligations hereunder (i) do not and will not conflict with or violate any articles of incorporation, bylaws or other constitutive document, and (ii) do not and will not conflict with, violate, or breach, or constitute a default or require any consent under, any contractual obligation, law, regulation, or court or administrative order by which you are bound.
       
       
    4. You shall use the Services solely for your own internal use and not for resale, sublicense or to be bundled with any other products or services.
       
       
    5. You shall not engage in any practices that may harm or be detrimental to Gogo, its affiliates, or Underlying Carriers, including its and their trademarks, brand, public image, reputation or goodwill.
       
       
30. Compliance with Laws. Without limiting any other provision of the Service Agreement, you hereby represent, warrant, and covenant to us as follows:
    
    
    1. that you will comply with all applicable laws in connection with your use of the Services including, without limitation, anti-corruption laws and all applicable export control laws and regulations in connection with the Services, including, (i) obtaining and/or maintaining all regulatory and legal licenses and certifications, governmental or otherwise necessary for you to receive and enjoy the benefit of the Services; (ii) furnishing us with all documentation legally required in connection with the exportation or importation of the Services; and/or (iii) complying with any conditions or restrictions on the provision of the Services;
       
       
    2. without limiting the foregoing, you will (i) comply with all applicable sanction laws or regulations and agree that we or our Underlying Carriers may terminate or suspend the applicable Services to comply with any such sanction laws or regulations, (ii) will not permit end users to, access or use any of the Services in violation of any sanctions laws or regulations, including accessing or using the Services from any territory under embargo by the United States, the United Kingdom or the European Union; (iii) not deliver, transfer, export, or re-export any of the Services or other software, technical data or other information (technology), directly or indirectly, to any individual or entity that is: (A) designated or identified on any list of persons that are the subject or target of sanctions, including, the Specially Designated Nationals and Blocked Persons List, the Consolidated List of Persons, Groups and Entities Subject to EU Financial Sanctions and the Consolidated List of Financial Sanctions Targets in the UK; (B) located, organized or resident in a country or territory that is the subject of comprehensive sanctions, including, as of the date hereof, Cuba, Iran, North Korea, Syria and the temporarily occupied regions of Ukraine (Crimea, Donetsk People’s Republic, and Luhansk People’s Republic); (C) owned or controlled by, or acting for on behalf of, any individual or entity described in the foregoing subsections (A) or (B); or (D) otherwise the subject or target of sanctions and (iv) promptly notify Gogo in writing if you become aware of any facts or circumstances that would cause you to be in breach of this representation;
       
       
    3. you shall, at our request, cooperate in good faith in respect of any inquiries, investigations, audits, requests, demands or other proceedings by any governmental or tax authority, law enforcement agency or court having jurisdiction over either of the parties relating to the subject matter of the Service Agreement and/or either party’s performance of its obligations or exercise of its rights hereunder; and
       
       
    4. we are not responsible for any operational and/or use restrictions, customs, license or permit fees required for use of the Services in any Customer’s destination country and agree that we or our Underlying Carriers may terminate or suspend the applicable Services to comply with any such operational or use restrictions in such country. In addition, we will have no responsibility for fines associated with terminal seizure nor for legal ramifications of using our Services in countries where doing so is prohibited.
       
       
31. Service Availability, Use Limits and Network Management. The System is a finite resource that is impacted by aircraft location, atmospheric conditions, terrain, the capacity of Gogo’s network or the Underlying Carrier network, the aircraft equipment and user devices. Actual Service coverage, speeds, locations, and quality may vary. The Service you select is subject to unavailability, including due to emergencies, third party service failures, transmission, equipment or network problems or limitations, interference, signal strength, maintenance and repair, legal or regulatory restrictions, and national security issues, and may be interrupted, refused, limited, or curtailed. Within those constraints, Gogo engages in reasonable network management to balance the available bandwidth on its network or bandwidth supplied by the Underlying Carrier that supports the Service and plan you select among users of the System. You have the ability to select among use limits in the different Services and plans at various price points to meet your data needs within the limits of the System, which may include limitations on data consumption per aircraft or per user device, speeds, number of permitted user devices, the use of specific types of applications, and/or other limitations as defined by the selected plan. Our network management practices are based on the technical requirements for specific categories of traffic and Services. We may prioritize data for specific Services over data for other Services. We treat Internet traffic within those constraints equally, without discrimination based on the content, sender, application or service. When demand for available bandwidth exceeds the amount provided by the System or the use limits of your Service and plan, Gogo may take additional management measures to prevent or mitigate network congestion or prevent or mitigate you from exceeding the use limits of your Service or plan. These measures may include analyzing traffic patterns and reducing speeds available to some or all users. Gogo may deprioritize applications that require bandwidth exceeding certain levels, on an application agnostic basis, for some or all users to balance supply and demand for bandwidth in the System or among Services, or to enforce use limits of the Service or plan users select. Certain applications, such as VoIP, multiplayer gaming, audio or video streaming, or file sharing, are most likely to be impacted and may not work consistently because of network congestion, network management practices, and/or the terms of the selected Service or plan. If you exhaust the data limit in your selected Service or plan and do not purchase additional data you may not be able to connect to the Internet and may not be able to use other capabilities of your selected Service or plan. Gogo’s customer support and troubleshooting services are available to assist you twenty-four hours a day/seven days a week and can be reached at bacustomerservice@gogoair.com.
    
    
32. Governing Law; Jurisdiction. These Terms and the Service Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to choice of law principles and, as applicable, by U.S. Federal law (including the regulations of the FAA and FCC). The application of local regulations that cannot be waived by this choice of law shall remain unaffected. The Parties agree that the Service Agreement excludes the application of the United Nations Convention on Contracts for the International Sale of Goods, if otherwise applicable. Any and all disputes, controversies or claims arising out of or in connection with these Terms and/or the Service Agreement (each a “Dispute”) shall be resolved by final and binding arbitration under the International Chamber of Commerce Rules of Arbitration then in force (the “Rules”). The place of arbitration shall be New York, New York, and the language of arbitration shall be English. There shall be one arbitrator appointed in accordance with the Rules. Under these Terms and the Service Agreement, you and Gogo each waive any and all rights to have a court or jury hear or decide any Disputes. If you have a Dispute, before initiating arbitration, you must send a written notice to legalnotices@gogoair.com describing your issue and your desired resolution. If your Dispute has not been resolved within 60 days of submitting a notice, you may initiate arbitration as described above. YOU AND GOGO AGREE THAT NO DISPUTE OR CLAIM MAY BE BROUGHT OR MAINTAINED AS PART OF A CLASS ACTION OR CLASS ARBITRATION OR OTHER REPRESENTATIVE ACTION OR ARBITRATION, REGARDLESS OF WHETHER THE APPLICABLE ARBITRATION RULES WOULD OTHERWISE PERMIT CLASS OR REPRESENTATIVE PROCEEDINGS. ACCORDINGLY, YOU AND GOGO MAY ONLY PURSUE A CLAIM AGAINST THE OTHER IN AN INDIVIDUAL CAPACITY, AND MAY NOT PURSUE A CLAIM AGAINST THE OTHER ON BEHALF OF ANY OTHER PERSON, AND NO OTHER PERSON MAY PURSUE A CLAIM ON BEHALF OF YOU OR GOGO AGAINST THE OTHER. AN ARBITRATOR MAY ENTER AN AWARD ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF WARRANTED BY THAT PARTY’S INDIVIDUAL CLAIM.
    
    
33. Attorneys’ Fees and Costs. In the event of a Dispute arising under the Service Agreement or a dispute regarding any alleged breach, default, claim, or misrepresentation arising out of the Service Agreement, the prevailing party shall be entitled to recover its attorneys’ fees and costs (including any attorneys’ fees and costs incurred in litigating the entitlement to attorneys’ fees and costs, as well as in determining or quantifying the amount of attorneys’ fees and costs due to it) in accordance with the relevant judge’s ruling on costs and/or court award/adjustment.
    
    
34. General. The Service Agreement constitutes the entire agreement between us regarding the Services and is applicable to any use thereof. The Service Agreement supersede all other prior agreements, implied agreements, understandings, representations and warranties both written and oral, among the Parties, with respect to these Services. We may amend the Service Agreement, including but not limited to these Terms and the pricing of any Gogo service plans, by giving you at least thirty (30) days’ notice by (A) posting a notice on our customer portal, (B) emailing you at your e-mail address of record, or (C) written correspondence, including notification on your invoice. Such modification(s)/termination(s) will be effective on the date specified in the notice. We may amend any applicable Gogo user policy by posting a copy of such revised policy on our Website. Continued use of the Services after receiving notice of any amendment constitutes acceptance of such amendment. No other amendment or waiver of any of the provisions of the Service Agreement shall be effective unless expressly set forth in writing and signed by us. Except as otherwise set forth in the Service Agreement, no failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from the Service Agreement shall operate or be construed as a waiver thereof, nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. You shall cause to be performed, and hereby guarantee the performance of, all actions, agreements and obligations set forth herein to be performed by any of your subsidiaries or affiliates. If any provision of the Service Agreement is declared invalid, illegal or unenforceable by a court or regulatory agency of competent jurisdiction, the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. In the event that any such provision is declared invalid, illegal or unenforceable due to its scope, breadth or duration, then it will be modified to the scope, breadth or duration permitted by law and will continue to be fully enforceable as so modified. All provisions of the Service Agreement which would naturally survive its expiration or termination will so survive (including, for the avoidance of doubt, any obligation or liability to pay or account for any amount incurred or due and which remains unpaid at the date of expiration or termination, including any Tax).
    
    
35. Relationship; Assignment. Nothing in the Service Agreement shall constitute or be deemed to establish a partnership, joint venture, association or employment relationship between the Parties, and neither Party is granted herein or shall have the authority or power to bind the other Party, or to contract in the name of the other Party, in any manner or for any purpose. We may assign (including by way of collateral assignment) or delegate all or part of our rights or duties under the Service Agreement. Upon assumption of our obligations by our successor, we will be released from all liability. Customer may not assign its rights or obligations hereunder without our prior written consent and any unauthorized assignment shall be void and of no force or effect for any purpose whatsoever and shall constitute a breach of the Service Agreement. The Service Agreement will be binding upon your and our respective successors and permitted assigns.
    
    
36. Publicity. Neither Party shall, without the prior written approval of such other Party in each instance, issue any press release relating to the Service Agreement or other display, broadcast or otherwise use in publicity distributed materials any corporate name, trade name, trademarks or service marks of the other Party.
    
    
37. Remedies. No remedy conferred by any provision of the Service Agreement is intended to be exclusive of any other remedy, except as expressly provided in the Service Agreement, and each and every remedy shall be cumulative and shall be in addition to every other remedy given hereunder or now or hereafter existing in law or in equity or by statute or otherwise.

Schedule 1

OneWeb Acceptable Use Policy