Terms of Use

Who We Are

Endeavor Elements, Inc. is a Delaware corporation with its business address at:

EE provides software, data workflows, managed marketplace functionality, onboarding, and direct services relating to aviation, aerospace, engineering, certification, records, maintenance, procurement, compliance, and related regulated or industrial workflows.

Scope of These Terms

These Terms apply to your access to and use of:

• ee-aero.com
• CIQ
• public and authenticated areas of our websites and applications
• marketplace listings, profiles, onboarding flows, and communications
• file upload, search, discovery, and profile-building functionality
• direct interactions with EE through the Services

These Terms apply unless a separate written agreement signed by EE governs a specific engagement, statement of work, order form, or enterprise arrangement. If there is a conflict, that separate signed agreement controls for that specific subject matter.

Eligibility and Authority

You may use the Services only if:

• you are at least 18 years old
• you are legally able to enter into a binding agreement
• you are not prohibited from using the Services under applicable law
• if you act on behalf of a company or other entity, you have authority to bind that entity

The Nature of the Services

The Services operate as a hybrid model. Depending on the feature, transaction, or workflow involved, EE may act in one or more of the following capacities:

• as the operator of a software platform
• as the operator of a managed marketplace
• as a provider of direct services, support, onboarding, analysis, or other work

That means some functionality may merely facilitate discovery, matching, communication, or workflow management between users, while other functionality may involve direct work, support, or services performed by EE itself.

Unless expressly stated by EE in writing for a particular transaction or engagement:

• EE is not the seller of third-party goods or services
• EE does not take title to third-party inventory or assets
• EE is not acting as your broker, dealer, auctioneer, freight forwarder, escrow agent, fiduciary, or procurement agent
• EE does not guarantee that any listing, offer, counterparty, transaction, or engagement will result in a deal or successful outcome

Where EE directly provides services, those services may also be subject to an order form, proposal, statement of work, support arrangement, or other written commercial terms.

Accounts and Access

You may be required to create an account or use a login link or other authentication method to access portions of the Services.

You are responsible for:

• maintaining the security of your account and credentials
• all activity conducted under your account
• promptly notifying us of any unauthorized use or suspected breach

We may suspend, restrict, or terminate access at any time if we believe it is necessary for security, legal, operational, trust, or business reasons.

Onboarding, Approval, and Verification

Use of certain features may require manual onboarding, review, or approval.

EE may approve, reject, defer, remove, or condition access to any user, organization, listing, profile, capability statement, or marketplace participation in our discretion.

Any review, badge, approval, or verification status provided through the Services means only that EE has chosen to apply a certain level of review under its own process. It is not a guarantee of:

• legal compliance
• regulatory standing
• certification status
• airworthiness
• serviceability
• quality
• creditworthiness
• commercial reliability
• technical competence
• continuing validity of any statement or credential

Marketplace Profiles, Listings, and Information

The Services may allow users to create, request, edit, or publish company profiles, service offerings, capability statements, listings, or other content.

You are solely responsible for ensuring that all information you provide through the Services is:

• accurate
• current
• complete
• lawfully provided
• not misleading

You may not state or imply that you hold certifications, approvals, authorizations, ratings, inventory ownership, technical capabilities, or affiliations that you do not actually possess.

EE may remove, edit, limit, or decline to publish content at any time.

Direct Services by EE; Third-Party Partner Services

In some cases, EE may provide onboarding, support, analysis, document handling, records review, profile drafting, workflow assistance, compliance-related support, engineering-related support, sourcing assistance, DER-related support, or other direct services through or alongside the Services.

In some cases, certain services may be performed by or in coordination with third-party partners, including designated engineering representatives, subject-matter experts, consultants, maintenance providers, or other specialized service providers.

Where EE introduces, coordinates with, or facilitates services involving a third-party partner, unless expressly stated otherwise in writing:

• the third-party partner remains an independent party and not an employee of EE
• EE does not guarantee the availability, acceptance, conclusions, approvals, work quality, or outcomes of any third-party partner
• any regulatory, engineering, certification, or approval authority exercised by a third-party partner is exercised by that third party in its own capacity and not as an agent of EE
• EE is not responsible for independent professional judgments, approvals, rejections, findings, or sign-offs issued or withheld by any third-party partner

Unless explicitly stated otherwise in writing, EE does not itself provide legal advice, regulatory sign-off, certification approval, DER or DAR approval, ODA authority, maintenance release authority, engineering sign-off, or airworthiness approval. Where DER-related or similar specialized services are made available through the Services, they may be provided by independent third-party partners or under separate commercial arrangements.

No Professional, Regulatory, Engineering, Maintenance, or Legal Advice

Unless expressly agreed in writing in a separate signed engagement, the Services and all content, outputs, analyses, summaries, profiles, matching results, workflow suggestions, and communications are provided for informational and operational purposes only.

They do not constitute:

• legal advice
• regulatory advice
• engineering approval
• maintenance approval
• certification approval
• airworthiness approval
• safety approval
• procurement advice
• tax advice
• financial advice

You are solely responsible for your own engineering, maintenance, legal, regulatory, safety, procurement, and commercial decisions.

User Content

"User Content" means any data, files, documents, text, photos, videos, profile information, listing information, contact information, communications, prompts, requests, submissions, or other content that you submit, upload, transmit, or make available through the Services.

You retain ownership of your User Content, subject to the rights you grant to EE under these Terms.

You grant EE a non-exclusive, worldwide, royalty-free license to host, store, reproduce, process, transmit, analyze, display, modify, and otherwise use User Content as reasonably necessary to:

• provide and operate the Services
• perform onboarding and support
• provide marketplace and workflow functionality
• generate drafts, summaries, classifications, suggestions, and other outputs
• maintain security and integrity
• enforce these Terms
• comply with legal obligations
• improve the Services

You represent and warrant that:

• you have all rights necessary to provide the User Content
• your User Content does not violate law or third-party rights
• your User Content is not false or misleading in a material respect

AI-Assisted and Automated Features

The Services may use automated systems, machine learning, and large language models to generate or assist with:

• profile drafts
• summaries
• categorization
• extraction
• search and matching
• workflow suggestions
• data structuring
• operational assistance

These outputs may be incomplete, incorrect, stale, or unsuitable for your purposes. You are responsible for reviewing and validating all outputs before relying on them.

Confidentiality

If EE and you have entered into a separate confidentiality agreement or NDA, that agreement governs the treatment of information covered by it.

Absent such a separate written agreement, submitting information through the Services does not by itself create a fiduciary duty or a special duty of confidentiality beyond our ordinary business practices and our Privacy Policy.

You should not submit classified information or any information you are not authorized to disclose.

Export Controls, Sanctions, and Restricted Data

You may not use the Services in violation of applicable export control laws, sanctions laws, anti-boycott laws, or similar restrictions.

You may not submit or make available through the Services any content if doing so would violate applicable law or contractual restrictions, including content that is:

• classified
• export-controlled without required authorization
• sanctions-restricted
• unlawfully obtained
• subject to disclosure restrictions you are not permitted to override

You are solely responsible for determining whether content or transactions are subject to export, sanctions, import, aviation, defense, privacy, or procurement restrictions.

Fees, Payments, Refunds, and Credits

Certain features, onboarding options, priority access options, services, or marketplace-related activities may require payment.

Unless otherwise stated by EE in writing:

• all fees are stated in U.S. dollars
• fees are due as presented at checkout or invoicing
• fees are non-cancelable and non-refundable except where expressly stated otherwise
• you are responsible for any applicable taxes, duties, levies, or similar charges other than taxes on EE's net income

Where EE states that an onboarding payment is refundable within a specified period or credited toward future marketplace fees or future EE engagements, that promise applies only to the specific offering where EE presents those terms.

EE may use third-party payment processors. Your payment transactions may also be subject to the payment processor's terms and policies.

Third-Party Transactions

If you interact, contract, negotiate, or transact with another user or third party through or because of the Services, that transaction is between you and that third party except to the extent EE is expressly a named party.

EE is not responsible for:

• the performance of third parties
• inventory condition
• service quality
• delivery
• payment defaults
• misrepresentations by users
• exportability
• certification status
• regulatory acceptability
• safety or airworthiness of third-party goods, services, records, or statements

This includes any services, opinions, determinations, approvals, denials, delays, or deliverables provided by third-party partners, including DER-related or similar specialized service providers, except to the extent EE is expressly identified in writing as the direct contracting provider for the specific deliverable at issue.

Acceptable Use

You may not:

• use the Services for unlawful purposes
• submit false, misleading, or fraudulent information
• impersonate another person or entity
• interfere with the security or operation of the Services
• attempt unauthorized access to accounts, systems, or data
• upload malware or harmful code
• scrape, extract, mirror, or systematically copy the Services or marketplace data without authorization
• use the Services to infringe intellectual property, privacy, confidentiality, or other rights
• use the Services in a manner that could create liability for EE or other users

Intellectual Property

The Services, including their software, design, structure, branding, workflows, interfaces, compilations, and underlying technology, are owned by EE or its licensors and are protected by intellectual property laws.

Except for the limited right to use the Services under these Terms, no license or ownership right is granted to you.

If you provide ideas, suggestions, comments, or feedback about the Services, EE may use them without restriction or compensation.

Third-Party Services and Links

The Services may include links to, integrations with, or dependencies on third-party services. EE is not responsible for third-party services, and your use of them is governed by their own terms and privacy policies.

Availability and Changes

EE may modify, suspend, discontinue, or restrict any part of the Services at any time, with or without notice.

We do not guarantee uninterrupted availability, error-free operation, or that the Services will meet every user's requirements.

Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."

EE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF:

• MERCHANTABILITY
• FITNESS FOR A PARTICULAR PURPOSE
• TITLE
• NON-INFRINGEMENT
• ACCURACY
• COMPLETENESS
• RELIABILITY
• AVAILABILITY
• SECURITY
• ERROR-FREE PERFORMANCE

EE does not warrant that the Services, any user content, any marketplace content, or any AI-assisted output will be accurate, complete, secure, or suitable for any regulated, engineering, maintenance, procurement, certification, or legal purpose.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

• EE WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES
• EE WILL NOT BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, CONTRACTS, OPPORTUNITIES, OR ANTICIPATED SAVINGS
• EE WILL NOT BE LIABLE FOR THIRD-PARTY CONDUCT OR THIRD-PARTY TRANSACTIONS
• EE'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (USD $100) OR THE AMOUNT YOU PAID TO EE FOR THE RELEVANT SERVICES IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM

Indemnification

You will defend, indemnify, and hold harmless EE and its officers, directors, employees, contractors, affiliates, and agents from and against any claims, liabilities, damages, judgments, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to:

• your use of the Services
• your User Content
• your listings, profiles, capabilities, or representations
• your transactions with third parties
• your violation of these Terms
• your violation of law or third-party rights

Suspension and Termination

EE may suspend or terminate your access to the Services at any time, with or without notice, for any reason, including suspected fraud, legal risk, security concerns, operational concerns, or breach of these Terms.

Upon termination, your right to use the Services ends immediately, but provisions that by their nature should survive will survive.

Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to conflict of laws principles.

Any dispute arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in Delaware, and you consent to those courts' jurisdiction and venue.

Intellectual Property Complaints

EE respects intellectual property rights and expects users to do the same. If you believe that content made available through the Services infringes your copyright or other intellectual property rights, you may send us a written notice with:

• your full name and contact information
• a description of the intellectual property right you claim has been infringed
• a description of the allegedly infringing material and where it appears on the Services
• a statement that you have a good-faith belief that the use is not authorized by the rights holder, its agent, or the law
• a statement, under penalty of perjury where applicable, that the information in your notice is accurate and that you are the rights holder or authorized to act on the rights holder's behalf
• your physical or electronic signature

We may remove, disable access to, or investigate allegedly infringing material in our discretion. We may also suspend or terminate repeat infringers.

IP complaints should be sent to:

Changes to These Terms

EE may update these Terms from time to time. The updated version will become effective when posted unless a later date is stated.

Your continued use of the Services after the effective date of revised Terms constitutes acceptance of the revised Terms.

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