Organization Subscription Agreement
This AvSuite Pro Organization Subscription Agreement (“Agreement”) is entered into between Nicholl Aviation LLC, doing business as AvSuite Pro (“AvSuite Pro,” “we,” “us,” or “our”), and the flight school, aviation business, educational institution, flying club, training provider, or other organization establishing or maintaining an organizational AvSuite Pro account (“Organization”). The individual accepting this Agreement on behalf of the Organization (“Organization Administrator”) represents and warrants that they have authority to bind the Organization. By creating, activating, purchasing, or maintaining an organizational AvSuite Pro subscription, the Organization agrees to this Agreement.
1. Purpose
AvSuite Pro provides software to assist aviation organizations with administration, documentation, organization, scheduling, and management of flight training and related activities. Functionality may include student and instructor management, flight and ground training records, curricula and syllabi, ACS references, knowledge and risk-management evaluations, flight-skill evaluations, progress tracking, lesson records, instructor notes, aircraft information, scheduling, document storage, reporting, and administrative functions.
2. Relationship Between AvSuite Pro and the Organization
The Organization remains independently responsible for its business operations, employees, instructors, students, aircraft, training programs, regulatory compliance, and aviation activities. Nothing in this Agreement creates a partnership, joint venture, employment relationship, agency relationship, or franchise. AvSuite Pro does not exercise operational control over aircraft or supervise instructors and does not determine whether a student is qualified for a certificate, rating, endorsement, solo flight, practical test, or other aviation activity.
3. Organization Administrator
The Organization must designate appropriate administrators. Administrators may add or remove users, invite instructors and students, assign roles and permissions, configure settings and programs, access records and reports, manage aircraft information, and manage subscription information. The Organization is responsible for granting administrative privileges only to appropriate individuals and promptly removing or modifying access when no longer needed.
4. Authorized Users
The Organization may provide access to authorized instructors, students, employees, contractors, administrators, or other appropriate users in accordance with its subscription. The Organization is responsible for deciding who should have access and which roles they should receive and may not knowingly provide access to unauthorized third parties or circumvent subscription limitations.
5. User Accounts
Each individual should use their own account and authentication credentials. The Organization must not require or encourage credential sharing and should promptly notify AvSuite Pro of unauthorized access, compromised credentials, improper access to student information, suspected security incidents, or other unauthorized use.
6. Organization Data
The Organization and authorized users may submit training records, student and instructor information, aircraft information, documents, notes, evaluations, schedules, and other information (“Organization Data”). As between AvSuite Pro and the Organization, the Organization retains its applicable rights in Organization Data. The Organization grants AvSuite Pro a limited right to host, store, process, transmit, reproduce, back up, and otherwise use Organization Data as reasonably necessary to provide, maintain, secure, support, and improve the Services.
7. Student Training Records
Student training records may be created by the Organization, instructors, students, or other authorized users. The Organization is responsible for determining which records are official training records and for satisfying applicable recordkeeping and retention requirements. AvSuite Pro provides technology for storing and organizing records but does not independently certify their accuracy or regulatory sufficiency.
8. Instructor-Authored Records
Instructor evaluations and training entries are professional records associated with the instructor who created them. The Organization must not knowingly attribute an entry to an instructor who did not create or authorize it, alter an evaluation to falsely represent an instructor’s professional judgment, create false instructor approval, falsify an instructor’s identity or training completion, record training that did not occur, or modify historical records to mislead a student, regulator, examiner, employer, insurer, or other person. AvSuite Pro may maintain audit information concerning record creation or modification.
9. Instructor Departure
When an instructor leaves, the Organization may terminate that instructor’s access. Legitimate historical training records created while the instructor was authorized need not be deleted and may continue to identify the instructor who actually provided or evaluated the training. The Organization may not replace a departing instructor’s identity with another instructor merely because the original instructor no longer has access.
10. Student Departure or Transfer
If a student discontinues training or transfers, the Organization remains responsible for legal or contractual obligations involving access to, retention of, or provision of the student’s training records. AvSuite Pro may provide export, report, or transfer functionality where supported but does not determine whether a particular record must legally be provided.
11. Accuracy of Information
The Organization is responsible for reasonable steps to ensure information entered into AvSuite Pro is accurate. AvSuite Pro does not independently observe training and cannot generally determine whether a flight or ground lesson occurred, a student performed a maneuver, an instructor provided training, an evaluation accurately reflects performance, an aircraft was airworthy, required experience was completed, or an FAA requirement was satisfied.
12. Knowledge, Risk Management, and Flight Skills
AvSuite Pro may provide separate mechanisms for evaluating aeronautical knowledge, risk-management elements, and flight skills. The existence of an evaluation field does not require an instructor to evaluate that item during every lesson. Where AvSuite Pro provides “Not Evaluated,” “Not Applicable,” or similar options, instructors should use them when appropriate instead of entering an inaccurate proficiency assessment. Instructors retain responsibility for deciding what was actually evaluated and the appropriate rating.
13. FAA and Regulatory Materials
AvSuite Pro may incorporate or reference FAA regulations, Airman Certification Standards, advisory materials, endorsements, training requirements, or other aviation information. Regulations and publications change. AvSuite Pro does not warrant that every regulatory reference, ACS element, task, code, endorsement, or training requirement will always be complete or current. The Organization and its instructors must verify applicable requirements using current authoritative sources.
14. No FAA Affiliation
AvSuite Pro is not the Federal Aviation Administration and is not affiliated with, sponsored by, approved by, or endorsed by the FAA unless expressly stated otherwise. Use of AvSuite Pro does not constitute FAA approval of an Organization’s curriculum, records, program, instructors, or operations.
15. Operational Responsibility
The Organization retains responsibility for safe and lawful aviation activities. AvSuite Pro does not determine aircraft airworthiness, pilot or instructor currency, medical eligibility, weather suitability, aircraft performance, weight and balance, fuel requirements, inspections, airspace authorization, operational legality, or whether a flight should be conducted. Nothing in AvSuite Pro constitutes authorization to operate an aircraft.
16. Subscription
Access is subject to the subscription plan selected at enrollment or otherwise agreed with AvSuite Pro. Pricing and features may depend on plan, users, students, organization size, functionality, or other factors disclosed at purchase.
17. Thirty-Day Automatic Renewal
The paid subscription begins on the date the initial paid subscription is activated (“Subscription Date”). Unless otherwise expressly agreed in writing, the subscription automatically renews every thirty (30) days from the Subscription Date. The Organization authorizes Nicholl Aviation LLC and its payment processor to charge the payment method on file for the applicable subscription amount every thirty days until cancellation or termination.
18. Failed Payments
If a subscription payment is unsuccessful, AvSuite Pro may notify the Organization and retry payment. The Organization has five (5) days following the unsuccessful payment to satisfy the outstanding charge. If payment remains unsuccessful after five days, AvSuite Pro may suspend or disable access. Suspension for nonpayment does not necessarily result in immediate deletion of Organization Data. Access may be restored after outstanding charges are successfully paid, subject to account status.
19. Cancellation
The Organization may cancel through available account functionality or by contacting support@avsuitepro.com. Cancellation stops future automatic renewals and should occur before the next scheduled charge if the Organization does not wish to renew. Cancellation does not retroactively cancel charges already processed.
20. No Refunds
All AvSuite Pro subscription payments are non-refundable except where a refund is required by applicable law. AvSuite Pro does not provide refunds or prorated credits for partial periods, unused Services, reductions in students or instructors, removal of users, voluntary cancellation, failure to use the Services, temporary suspension caused by a violation, or cancellation after a payment has been processed.
21. Pricing Changes
AvSuite Pro may change pricing with reasonable advance notice for existing Organizations. The Organization may cancel before a pricing change becomes applicable if it does not wish to continue at the new rate.
22. Data Access Following Cancellation
Upon cancellation, AvSuite Pro may permit access through the end of the paid subscription period. After access ends, some or all functionality may become unavailable. The Organization is responsible for exporting records it must retain before access terminates. AvSuite Pro may retain Organization Data for a limited period for backup, security, legal, operational, or recovery purposes, but such retention does not guarantee continued user access.
23. Data Export
Where export functionality is provided, the Organization may export available records in supported formats. Compatibility with another platform is not guaranteed. The Organization is responsible for independent copies of information it is legally, contractually, or operationally required to preserve.
24. Data Deletion
Subject to applicable law, contractual obligations, security requirements, backup practices, and legitimate retention needs, the Organization may request deletion of Organization Data after termination. Information may be retained to comply with law, maintain transaction records, resolve disputes, prevent fraud, maintain security logs, enforce agreements, or establish, exercise, or defend legal claims. Information may remain temporarily in system backups.
25. Student Privacy
The Organization is responsible for determining whether it has appropriate authority to collect, enter, maintain, and use student information through AvSuite Pro and must use that information only for legitimate and lawful purposes.
26. Minors
Some student pilots may be minors. The Organization is responsible for determining whether parent or guardian consent is required before creating an account for, collecting information concerning, or providing Services to a minor. AvSuite Pro is not intended for independent use by children under 13 in violation of applicable law.
27. Educational Institutions and FERPA
If the Organization is an educational institution subject to FERPA, the Organization is responsible for identifying its obligations and should notify AvSuite Pro if additional contractual terms are required. Nothing in this Agreement represents that every AvSuite Pro customer or record is subject to FERPA.
28. Information Security
AvSuite Pro will use reasonable administrative, technical, and organizational safeguards designed to protect information. The Organization is responsible for protecting credentials, managing permissions, removing former users, protecting devices, training personnel regarding access, and promptly reporting suspected security incidents. No internet-connected system can guarantee absolute security.
29. Confidentiality
Each party may receive non-public information belonging to the other and agrees to use reasonable care to protect such information and use it only for legitimate purposes related to this Agreement. Confidential information excludes information publicly available through no breach, independently developed without confidential information, or lawfully obtained from another source without a confidentiality obligation.
30. Acceptable Use
The Organization and its users must comply with the AvSuite Pro Acceptable Use Policy and must not knowingly permit AvSuite Pro to be used to falsify aviation records, commit fraud, gain unauthorized access, compromise system security, or engage in unlawful conduct.
31. Terms of Service and Privacy Policy
The AvSuite Pro Terms of Service, Privacy Policy, and Acceptable Use Policy are incorporated into this Agreement by reference. If this Agreement conflicts with a general provision of the Terms regarding an Organization’s commercial subscription, this Agreement controls that conflict.
32. Intellectual Property
Nicholl Aviation LLC retains rights in AvSuite Pro, including software, platform design, branding, interfaces, original databases, documentation, and proprietary technology. The Organization receives a limited, non-exclusive, non-transferable right to use AvSuite Pro during an active subscription in accordance with this Agreement.
33. Organization Branding and Content
AvSuite Pro may allow Organizations to upload logos, photographs, curriculum materials, documents, and other proprietary materials. The Organization represents that it has necessary rights to use uploaded content. Ownership of Organization content is not transferred to AvSuite Pro.
34. Service Availability
AvSuite Pro strives to maintain reliable Services but does not guarantee uninterrupted operation. Maintenance, updates, infrastructure failures, Internet outages, third-party outages, security incidents, or circumstances beyond reasonable control may interrupt access. The Organization should not use AvSuite Pro as its sole repository for information that must be immediately available for safety-critical aviation operations.
35. Changes to the Services
AvSuite Pro may add, modify, redesign, or discontinue features as the platform evolves. AvSuite Pro may immediately change or disable functionality when reasonably necessary for security, legal compliance, system integrity, or aviation safety.
36. Suspension and Termination
AvSuite Pro may suspend or terminate an Organization for nonpayment, material violation of this Agreement, the Terms or Acceptable Use Policy, fraud, falsification of records, security threats, unauthorized access, illegal activity, or conduct materially threatening AvSuite Pro, its users, or system integrity. Immediate action may be taken when necessary to protect users, data, security, aviation safety, or legal interests.
37. Disclaimer of Warranties
TO THE MAXIMUM EXTENT PERMITTED BY LAW, FLIGHTTRACK IS PROVIDED “AS IS” AND “AS AVAILABLE.” NICHOLL AVIATION LLC DOES NOT WARRANT THAT FLIGHTTRACK WILL BE ERROR-FREE, UNINTERRUPTED, OR SUFFICIENT TO SATISFY EVERY FAA, INSURANCE, ACCREDITATION, EDUCATIONAL, BUSINESS, OR REGULATORY REQUIREMENT. THE ORGANIZATION IS RESPONSIBLE FOR DETERMINING WHETHER FLIGHTTRACK IS APPROPRIATE FOR ITS OPERATIONS AND RECORDKEEPING REQUIREMENTS.
38. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NICHOLL AVIATION LLC, FLIGHTTRACK, AND THEIR OWNERS, OFFICERS, EMPLOYEES, CONTRACTORS, AND AFFILIATES WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM THIS AGREEMENT OR USE OF FLIGHTTRACK, INCLUDING LOST OR INACCURATE TRAINING RECORDS, SCHEDULING ERRORS, BUSINESS INTERRUPTION, LOST PROFITS, AIRCRAFT OPERATIONS, REGULATORY ACTION, TRAINING DELAYS, CERTIFICATION DELAYS, OR THIRD-PARTY SERVICES. NOTHING LIMITS LIABILITY THAT CANNOT LAWFULLY BE LIMITED.
39. Indemnification
To the extent permitted by law, the Organization agrees to indemnify and hold harmless Nicholl Aviation LLC, AvSuite Pro, and their owners, officers, employees, and contractors from third-party claims arising from the Organization’s unlawful conduct, intentional falsification of aviation records, unauthorized disclosure, aircraft operations, flight-training activities, violation of this Agreement, or uploaded content infringing another party’s rights, except where prohibited by law.
40. Governing Law
This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-law principles, except where applicable law requires otherwise. Disputes not subject to another agreed procedure shall be brought in a court of competent jurisdiction in Michigan unless applicable law requires otherwise.
41. Assignment
The Organization may not assign this Agreement without AvSuite Pro’s prior written consent except as part of a bona fide merger, acquisition, reorganization, or sale of substantially all applicable business assets. AvSuite Pro may assign this Agreement as part of a merger, acquisition, restructuring, sale, or transfer of the AvSuite Pro business.
42. Changes to This Agreement
AvSuite Pro may update this Agreement as its Services, business, technology, or legal requirements evolve. Material changes affecting an active Organization subscription may receive reasonable notice when appropriate.
43. Entire Agreement
This Agreement, the AvSuite Pro Terms of Service, Privacy Policy, Acceptable Use Policy, applicable order or subscription information, and other written agreements expressly incorporated by reference constitute the agreement regarding the Organization’s subscription.
44. Severability
If a provision is determined unenforceable, the remaining provisions remain in effect to the maximum extent permitted by law.
45. Waiver
Failure to enforce a provision does not waive that provision or another provision.
46. Electronic Acceptance
The Organization agrees this Agreement may be accepted electronically. Selecting an “I Agree,” “Accept,” “Start Subscription,” “Subscribe,” or similar checkbox or button presented with this Agreement constitutes electronic acceptance. The individual accepting represents that they are authorized to bind the Organization. AvSuite Pro may maintain an electronic record of acceptance, including the Organization, user, date, time, Agreement version, and other information reasonably necessary to document acceptance.
47. Contact
Questions regarding this Agreement, billing, subscriptions, privacy, or AvSuite Pro Services may be directed to support@avsuitepro.com.