Términos del servicio

SHINY JETS

STUDENT ENROLLMENT, LICENSE & CONFIDENTIALITY AGREEMENT

(Including Intellectual Property License, Non-Disclosure, and Anti-Piracy Terms)

This Student Enrollment, License & Confidentiality Agreement (this “Agreement”) is entered into as of the date of the Student’s signature below (the “Effective Date”) by and between Shiny Jets, LLC, a California limited liability company, together with its parents, subsidiaries, affiliates, successors, and assigns (“Shiny Jets” or the “Company”), and the individual or entity identified in the signature block below (“Student”). Shiny Jets and Student are each a “Party” and together the “Parties.”

In consideration of Student’s admission to and participation in the Shiny Jets aircraft detailing training program, including all associated courses, curricula, videos, live instruction, written materials, checklists, standard operating procedures, templates, quizzes, certifications, community access, and related content and services (collectively, the “Program”), and other good and valuable consideration, the receipt and sufficiency of which are acknowledged, the Parties agree as follows:

1. OWNERSHIP OF PROGRAM MATERIALS

1.1  All course content, curricula, syllabi, videos, recordings, slide decks, manuals, workbooks, checklists, standard operating procedures, methods, techniques, processes, sequences, product formulations and usage protocols, pricing guides, business templates, marketing materials, quizzes, examinations, certification criteria, trademarks, trade dress, logos, and any other materials or information provided or made available to Student in connection with the Program, in any form or medium, together with all modifications, translations, and derivative works thereof (collectively, the “Program Materials”), are and shall remain the sole and exclusive property of Shiny Jets.

1.2  The Program Materials are protected by United States copyright law, trademark law, and trade secret law, including the California Uniform Trade Secrets Act, Cal. Civ. Code § 3426 et seq. (“CUTSA”), and by this Agreement. Nothing in this Agreement transfers any ownership interest in any Program Materials to Student. All rights not expressly granted are reserved by Shiny Jets.

2. LIMITED PERSONAL LICENSE

2.1  Subject to Student’s payment in full and continued compliance with this Agreement, Shiny Jets grants Student a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Program Materials solely for Student’s own individual education and Student’s own performance of aircraft detailing services (the “Permitted Purpose”).

2.2  This license is granted to the single named Student only. If Student is an entity, the license extends only to the specific named individual(s) for whom enrollment was purchased. Access credentials are individual and may not be shared.

2.3  The license terminates automatically upon any breach of this Agreement, upon revocation by Shiny Jets for cause, or upon expiration of any access period stated at the time of purchase. Sections 1, 3 through 12, and 14 through 21 survive any termination.

3. PROHIBITED CONDUCT

3.1  Student shall NOT, directly or indirectly, and shall not assist, enable, or permit any third party to:

• Copy, reproduce, record, screen-capture, download (except where a download function is expressly provided), scrape, or otherwise duplicate any Program Materials, in whole or in part;
• Sell, resell, license, sublicense, rent, lease, distribute, publish, post, share, transmit, or otherwise make any Program Materials available to any third party, whether or not for compensation;
• Use the Program Materials to create, develop, market, teach, or sell any training program, course, curriculum, certification, workshop, video series, book, or other educational or informational product or service relating to aircraft detailing or vehicle detailing, whether commercial or free;
• Create derivative works, translations, summaries, outlines, or compilations of the Program Materials for any purpose other than Student’s own personal study notes;
• Share, transfer, or permit use of Student’s login credentials, or access the Program through credentials belonging to another person;
• Remove, alter, or obscure any copyright, trademark, or proprietary notice appearing in or on any Program Materials;
• Use any Shiny Jets trademark, trade name, logo, certification mark, or confusingly similar mark except as expressly authorized in a separate written certification or branding agreement signed by Shiny Jets;
• Represent or imply that any product or service of Student or a third party is created, endorsed, certified, or approved by Shiny Jets absent such separate written agreement; or
• Use artificial intelligence tools, or any automated system, to ingest, summarize, reconstruct, or generate content derived from the Program Materials for any purpose other than the Permitted Purpose.

3.2  For clarity, nothing in this Agreement restricts Student from performing aircraft detailing services, working in the detailing industry, or competing with Shiny Jets’ detailing services business using Student’s general skill, knowledge, and experience. The restrictions in this Agreement protect Shiny Jets’ intellectual property and confidential information; they are not a covenant not to compete and shall not be construed as one.

4. CONFIDENTIAL INFORMATION AND TRADE SECRETS

4.1  “Confidential Information” means all non-public information disclosed or made available to Student in connection with the Program, including the Program Materials; proprietary detailing methods, sequences, and process combinations; product selection and application protocols; pricing structures, cost data, and business models; supplier and vendor information; customer and prospect information; marketing strategies; and the terms of this Agreement. Confidential Information includes information that constitutes a trade secret under CUTSA.

4.2  Student shall (a) hold all Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party; (c) not use Confidential Information for any purpose other than the Permitted Purpose; and (d) protect Confidential Information with at least the same degree of care Student uses for Student’s own confidential information, and no less than reasonable care.

4.3  Confidential Information does not include information that Student can demonstrate by written records (a) was publicly available through no act or omission of Student; (b) was lawfully known to Student without restriction before disclosure by Shiny Jets; or (c) was independently developed by Student without use of or reference to any Confidential Information. Student’s confidentiality obligations with respect to trade secrets continue for as long as the information remains a trade secret; obligations with respect to all other Confidential Information continue for five (5) years after termination of Student’s access to the Program.

4.4  Notice of Immunity. Pursuant to 18 U.S.C. § 1833(b), an individual shall not be held criminally or civilly liable under any federal or state trade secret law for the disclosure of a trade secret that is made (a) in confidence to a federal, state, or local government official, or to an attorney, solely for the purpose of reporting or investigating a suspected violation of law; or (b) in a complaint or other document filed in a lawsuit or other proceeding, if such filing is made under seal. Nothing in this Agreement prevents Student from communicating with a government agency or exercising rights that cannot be waived under applicable law.

5. ANTI-PIRACY; ENFORCEMENT COOPERATION

5.1  Student acknowledges that unauthorized copying or distribution of the Program Materials may constitute copyright infringement under 17 U.S.C. § 501, circumvention under the Digital Millennium Copyright Act, and trade secret misappropriation under CUTSA, exposing Student to statutory damages of up to $150,000 per work willfully infringed, exemplary damages, and attorneys’ fees, in addition to the remedies in this Agreement.

5.2  Program Materials may contain identification technology, watermarking, or student-specific markers enabling Shiny Jets to trace unauthorized copies. Student consents to such measures and to the use of resulting information in any enforcement action.

5.3  Student shall promptly notify Shiny Jets in writing upon becoming aware of any unauthorized access to, or copying, use, or distribution of, any Program Materials, and shall reasonably cooperate with Shiny Jets in any resulting investigation or enforcement effort.

6. INJUNCTIVE RELIEF

6.1  Student acknowledges that any actual or threatened breach of Sections 2, 3, 4, or 5 would cause Shiny Jets immediate and irreparable harm for which monetary damages would be inadequate. Shiny Jets shall be entitled to seek temporary, preliminary, and permanent injunctive relief and specific performance, in addition to all other remedies, without the necessity of posting bond or proving actual damages, and Student waives any requirement therefor to the maximum extent permitted by law.

7. LIQUIDATED DAMAGES

7.1  The Parties acknowledge that the harm caused by unauthorized commercialization or distribution of the Program Materials — including lost enrollments, market dilution, and loss of trade secret status — would be extremely difficult and impracticable to calculate. Therefore, pursuant to Cal. Civ. Code § 1671(b), the Parties agree that, as a reasonable estimate of such harm and not as a penalty, Student shall pay Shiny Jets liquidated damages of TWENTY-FIVE THOUSAND DOLLARS ($25,000) per distinct breach of Section 3.1, plus disgorgement of all revenue and other consideration received by Student in connection with such breach. Each unauthorized course, product, publication, or distribution channel constitutes a distinct breach. Liquidated damages under this Section are in addition to, not in lieu of, injunctive relief and any statutory remedies for copyright infringement or trade secret misappropriation, but shall be credited against any duplicative award of actual contract damages for the same breach.

8. CERTIFICATION AND CREDENTIAL USE

8.1  Any certification, badge, or credential issued by Shiny Jets remains the property of Shiny Jets and is licensed to Student for truthful identification of Student’s own completion status only. Certification does not authorize Student to train, certify, or issue credentials to others, and may be revoked for any breach of this Agreement or conduct that damages the reputation of Shiny Jets. Upon revocation, Student shall immediately cease all use of the certification and related marks.

9. RECORDINGS; STUDENT PARTICIPATION

9.1  Live sessions may be recorded by Shiny Jets. Student may not record any Program session by any means. Student grants Shiny Jets a perpetual, royalty-free license to use Student’s name, likeness, voice, and contributions appearing in session recordings for instructional and archival purposes. Student may opt out of promotional (non-instructional) use by written notice.

10. FEEDBACK

10.1  Any suggestions, ideas, or feedback Student provides regarding the Program may be used by Shiny Jets without restriction or compensation, and Student assigns to Shiny Jets all right, title, and interest in any improvements to the Program Materials arising therefrom.

11. REPRESENTATIONS OF STUDENT

11.1  Student represents and warrants that (a) Student is at least 18 years of age and has full power and authority to enter into this Agreement; (b) Student is enrolling for the Permitted Purpose and not for the purpose of developing, benchmarking, or assisting any competing training product; and (c) all enrollment information provided by Student is accurate. Enrollment obtained in violation of this Section is voidable by Shiny Jets without refund.

12. DISCLAIMERS; ASSUMPTION OF RISK; HOLD HARMLESS

12.1  The Program is educational only and is not a substitute for any aircraft manufacturer’s manual, maintenance manual, or service instruction, nor for compliance with applicable Federal Aviation Administration regulations. Student is solely responsible for consulting and following the applicable manufacturer documentation and regulations for any aircraft Student services, which supersede the Program Materials in the event of any conflict.

12.2  THE PROGRAM AND PROGRAM MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SHINY JETS MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, OR NON-INFRINGEMENT, AND DOES NOT WARRANT ANY PARTICULAR RESULT, INCOME, OR BUSINESS OUTCOME.

12.3  Student acknowledges the inherent risks of aircraft cleaning and detailing, including damage to aircraft interiors, exteriors, paint, avionics, electrical and mechanical systems, engines, and facilities, as well as personal injury and environmental exposure, and knowingly assumes all such risks arising from Student’s own acts and omissions.

12.4  Student shall indemnify, defend, and hold harmless Shiny Jets and its members, managers, officers, employees, agents, insurers, heirs, successors, assigns, and representatives (the “Released Parties”) from and against any and all claims, demands, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to (a) Student’s performance of detailing, cleaning, maintenance, or related services on any aircraft or equipment; (b) Student’s breach of this Agreement; or (c) Student’s violation of any law or third-party right.

12.5  TO THE MAXIMUM EXTENT PERMITTED BY LAW, STUDENT RELEASES THE RELEASED PARTIES FROM, AND WAIVES, ALL CLAIMS FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, AND ANY ECONOMIC LOSS, LOSS OF USE, LOSS OF REVENUE OR PROFIT, OR DIMINUTION IN VALUE. THE AGGREGATE LIABILITY OF THE RELEASED PARTIES FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE PROGRAM SHALL NOT EXCEED THE AMOUNTS PAID BY STUDENT TO SHINY JETS FOR THE PROGRAM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THIS RELEASE EXTENDS TO CLAIMS BASED ON THE NEGLIGENCE OF THE RELEASED PARTIES, BUT NOT TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR OTHER LIABILITY THAT CANNOT BE LIMITED UNDER CALIFORNIA LAW.

12.6  STUDENT EXPRESSLY WAIVES ALL RIGHTS AND BENEFITS UNDER CALIFORNIA CIVIL CODE SECTION 1542, WHICH PROVIDES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

13. PAYMENT; NO REFUND AFTER ACCESS

13.1  Fees are as stated at the time of purchase. Except as required by law or expressly stated in a written refund policy of Shiny Jets, all fees are non-refundable once Student has accessed any Program Materials, given the immediate delivery of proprietary content.

14. TERMINATION

14.1  Shiny Jets may suspend or terminate Student’s access immediately upon any breach of this Agreement, without refund. Upon termination for any reason, Student shall cease all use of the Program Materials, destroy or permanently delete all copies in Student’s possession or control (including personal notes reproducing Confidential Information beyond Student’s personal study use), and certify such destruction in writing upon request.

15. GOVERNING LAW; VENUE

15.1  This Agreement is governed by the laws of the State of California, without regard to conflict-of-laws principles. Subject to Section 16, the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Bernardino County, California, and waive any objection based on inconvenient forum.

16. DISPUTE RESOLUTION; ARBITRATION; CLASS WAIVER

16.1  Except as provided in Section 16.3, any dispute arising out of or relating to this Agreement or the Program shall be resolved by final and binding arbitration administered by JAMS in San Bernardino County, California (or remotely by agreement), before a single arbitrator, under the JAMS Streamlined Arbitration Rules. Judgment on the award may be entered in any court of competent jurisdiction. Each Party bears its own costs except as the arbitrator awards under Section 18 or applicable law, and Shiny Jets shall pay any arbitration fees required to be paid by it under applicable California law for consumer arbitrations.

16.2  THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL AND ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, TO THE MAXIMUM EXTENT PERMITTED BY LAW. DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS.

16.3  Notwithstanding Section 16.1, Shiny Jets may seek injunctive or other equitable relief in any court of competent jurisdiction for any actual or threatened breach of Sections 2, 3, 4, 5, or 8, and either Party may bring an individual claim in small claims court within its jurisdictional limits.

16.4  If the class waiver in Section 16.2 is found unenforceable as to a particular claim, that claim shall proceed in court under Section 15, and the remainder of this Section shall remain in effect for all other claims.

17. ASSIGNMENT

17.1  Student may not assign, delegate, or transfer this Agreement or any rights hereunder. Any attempted transfer is void. Shiny Jets may assign this Agreement freely, including to any successor entity of Shiny Jets, LLC or to Vector Aviation Artificial Intelligence LLC or any other affiliate.

18. ATTORNEYS’ FEES

18.1  In any action or proceeding to enforce or interpret this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs, in addition to any other relief awarded.

19. ELECTRONIC SIGNATURE AND RECORDS

19.1  This Agreement may be executed electronically, including by click-through acceptance, checkbox, typed name, or electronic signature service, and such execution shall be valid and enforceable under the California Uniform Electronic Transactions Act (Cal. Civ. Code § 1633.1 et seq.) and the federal E-SIGN Act. Student consents to receive records and notices electronically at the email address provided at enrollment.

20. SEVERABILITY; REFORMATION

20.1  If any provision of this Agreement is held invalid or unenforceable, it shall be reformed to the minimum extent necessary to make it enforceable while preserving the Parties’ intent, and the remaining provisions shall continue in full force. The restrictions in Sections 3 and 4 are intended to protect Shiny Jets’ intellectual property and trade secrets consistent with California law and shall be construed accordingly.

21. ENTIRE AGREEMENT; MISCELLANEOUS

21.1  This Agreement, together with any purchase terms and any separate certification or branding agreement, constitutes the entire agreement of the Parties regarding its subject matter and supersedes all prior agreements and understandings, including any earlier disclaimer or hold harmless agreement, provided that this Agreement shall be read together with, and in addition to, any protections in such earlier documents. No modification is effective unless in a writing signed by both Parties or presented by Shiny Jets and accepted by Student electronically. No waiver of any breach is a waiver of any other breach. Headings are for convenience only. This Agreement may be executed in counterparts.

ACKNOWLEDGMENT AND SIGNATURE

BY SIGNING BELOW (OR BY CLICKING “I AGREE” OR ACCESSING THE PROGRAM), STUDENT ACKNOWLEDGES THAT STUDENT HAS READ AND UNDERSTANDS THIS AGREEMENT, HAS HAD THE OPPORTUNITY TO CONSULT INDEPENDENT LEGAL COUNSEL, AND AGREES TO BE BOUND BY ALL OF ITS TERMS, INCLUDING THE LICENSE RESTRICTIONS (SECTIONS 2–3), CONFIDENTIALITY OBLIGATIONS (SECTION 4), LIQUIDATED DAMAGES (SECTION 7), RELEASE AND SECTION 1542 WAIVER (SECTION 12), AND ARBITRATION AND CLASS ACTION WAIVER (SECTION 16).

STUDENT

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Company (if applicable)

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Date

SHINY JETS, LLC

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Signature

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