TERMS OF USE

These Terms of Use (“Terms”) govern your rights and obligations regarding the use of AIRXOS’s software (“Software”) and related services, which currently include the following:

  • Air Mobility Platform; and
  • Services Applications (Apps).

These services are collectively referred to herein as the “Services”. The Services available under these Terms may be updated or modified by AIRXOS from time to time.

These Terms constitute a fully binding agreement between AIRXOS (including its affiliates and subsidiaries, “AIRXOS,” “we,” “us” and “our”) the proprietor of all rights in and to the Services, and you. It is therefore recommended that you carefully read these Terms. AIRXOS offers these Services, including all information, tools and services available, to you, the user, conditioned upon your acceptance of all the terms, conditions, policies and notices stated here.

Your use of the Services constitutes your agreement to these Terms. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY YOU SHOULD NOT ACCESS OR USE THE SERVICES, OR ANY PART THEREOF.

The Services are offered and available only to users who reside in the United States. You hereby represent and warrant that you reside in the United States and are not located in, under the control of, or a national or resident of any prohibited country (under any applicable law). Further, you hereby represent and warrant that you are of legal age and have capacity to form a binding contract with AIRXOS. Certain functions of the Services may include additional restrictions (including age restrictions). If you are accepting these Terms on behalf of a corporation or other legal entity, you also represent and warrant that you have the right, power and authority to bind such entity.

If you are under the legal age of majority in your jurisdiction, then you must review these Terms with your parent or guardian and they must understand and agree to these Terms in order for you to use the Services. If you, or your parent or guardian, do not agree to these Terms in their entirety, then you must not access or use the Services, or any part thereof.

Special Eligibility Requirements:

  • The Air Mobility Platform is available only to operators who have obtained a Remote Pilot Certificate from the Federal Aviation Administration (FAA). You may be required to submit your certification number or other proof of certification to AIRXOS prior to using this Service.

If you do not meet all of the foregoing eligibility requirements (including any requirements for individual functions of the Services), you must not access or use the Services (or individual functions of the Services for which you are not eligible).

We reserve the right to update these Terms from time to time in our sole discretion. All changes are effective immediately when we post them to the AIRXOS website. Your continued use of the Services following the posting of revised Terms means that you accept and agree to the revised Terms in their entirety. You are expected to check the AIRXOS website frequently so you are aware of any changes, as they are binding on you.

These Terms hereby incorporate by reference the terms of our Privacy Policy and the privacy statement issued by the Federal Aviation Administration (FAA). By using the Services you consent to all actions taken by AIRXOS in compliance with our Privacy Policy.

AIRXOS is a provider of UAS services within the FAA’s Low-Altitude Authorization and Notification Capability (LAANC). LAANC may be used to satisfy compliance with ATC authorization (14 CFR Part 107). Information provided here is based on real-time and available projected information on airspace status and airport-specific maps, and that information is subject to change. Planning tools should be checked prior to flight for any possible changes that could impact the operation. The FAA has issued a privacy statement regarding information collected within LAANC.

  1. The License: AIRXOS hereby grants you a non-exclusive, time-limited, non-transferable, non-sub-licensable, revocable license to use the Services (including the Software related to such Service), subject to these Terms (including, but not limited to, the restrictions in Section 3 below), in each case as follows:
  • with respect to the Air Mobility Platform, solely for personal and internal business purposes;
  • with respect to the Services Apps, solely for internal business purposes.

As used in this Section 1 and Section 3 below, internal business purposes means any lawful commercial (or non-commercial) purposes undertaken in the ordinary course, but excluding distributing, sublicensing, disclosing, or otherwise providing the Software, Services or any information or data therein to a third party other than via a differentiated service of your own that incorporates the Services or any information or data therein, without the prior written consent of AIRXOS. For example, if the license above is limited to internal business purposes, you may not: (i) resell the Services; (ii) offer to rent or lease the Services; or (iii) offer the Services to the public via communication or integrate it within a service of your own, in each case other than via a differentiated service of your own that incorporates the Services or any information or data therein, without the prior written consent of AIRXOS. For clarity, the examples listed are made for illustrative purposes only; they do not constitute an exhaustive list of restricted activities involving the Services.

  1. Use of the Service: To use the Services you may be asked to provide certain registration details or other information. It is a condition of your use of the Services that all information that you provide is correct, current, and complete. You agree that all information you provide to register for use of the Services, or otherwise, is governed by our Privacy Policy. If you choose, or are provided with, a user name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Services, portions of the Service, or data and information from the Services without the prior written consent of AIRXOS. You agree to notify AIRXOS immediately of any unauthorized access to or use of your user name or password or any other breach of security of which you become aware. You are responsible for any unauthorized use through your account.

You may receive SMS messages in connection with your use of the Services. You hereby acknowledge and agree you are solely responsible for any fees, charges, and expenses incurred by you in accessing and using the Services, including, but not limited to, standard text messaging and data rates. Standard text message charges will depend on the plan that you have with your wireless carrier and may appear on your wireless bill or be deducted from a prepaid balance.  You may opt-out of receiving SMS messages at any time by modifying the settings of your user account.

You shall exercise all reasonable diligence and implement all reasonable measures while using the Services as may be necessary to ensure that your use thereof does not threaten national security, public security, public safety or the health and safety of any person. Without limiting the foregoing, you are responsible for the airworthiness and safe operation of any aircraft that you operate in connection with the Services and are responsible for obtaining any necessary licenses or authorizations therefor. By using the Services, you represent and warrant that you are appropriately skilled and knowledgeable with respect to the operation of aircraft, have received all necessary or advisable training and/or certification, are fit (mentally, physically or otherwise) for the operation of any aircraft you operate in connection with the Services. AIRXOS hereby expressly disclaims any and all liability that may arise from your operation of any aircraft in connection with the Services, including without limitation, any injury to person or property related thereto.

If You are part of an agency, department, or other entity of the government of the United States, the use, reproduction, release, modification, disclosure or transfer of the Software is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Software is a “commercial item,” “commercial computer software,” and “commercial computer software documentation.” In accordance with such provisions, any use of the Software by the Government shall be governed solely by these Terms. Use, duplication, or disclosure by the U.S. Government is subject to restrictions set forth in this agreement and as provided in DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (OCT 1988), FAR 12.212(a) (1995), FAR 52.227-19, or FAR 52.227-14 (ALT III), as applicable.

  1. Restricted Activities: There are certain types of conduct that are strictly prohibited on the Services. Your failure to comply with the provisions set forth below may result (at AIRXOS’ sole discretion) in the termination of your access to the Services and may also expose you to civil and/or criminal liability. You may not, whether yourself or through any other means or person:
    • use the Services other than as expressly permitted by these Terms;
    • copy, modify, adapt, translate, reverse engineer, decompile, or disassemble the Software or any information included in the Services;
    • publicly display, perform, or distribute the Software or any information included in the Services.
    • make any use of any data or information used by the Services, and/or Software for any purpose, or replicate or copy, print, or save the information or data without AIRXOS’ prior written consent.;
    • interfere with or violate any third party or other user’s right to privacy or other rights, including copyrights and any other intellectual property rights of others, or harvest or collect personal information about visitors or users of the Services without their express consent;
    • create a database by systematically downloading and storing all or any information from the Services;
    • forward any data generated from the Services without the prior written consent of AIRXOS;
    • use the Services for any illegal, immoral or unauthorized purpose;
    • use the Services in any manner that could disable, overburden, damage, or impair the Services or interfere with any other party’s use of the Service, or engage in data mining, harvesting, data aggregating, and indexing, or use any automated means to access the Software or the Service’s database for any purpose without the express prior written permission of AIRXOS; or
    • use, sell, license, or exploit any use of, or access to, the Services or information or data therein or obtained therefrom, for other than personal (with respect to the Air Mobility Platform only) or internal business purposes without AIRXOS’ express prior written consent.
  1. Termination of Use: Note that deletion of the Services Apps from any device on which they are installed does not result in the termination of any user account you may have created through the Apps or the termination of these Terms.

AIRXOS may, at any time, restrict access to, terminate, withdraw or amend the provision of the Services in their entirety or any part thereof, temporarily or permanently, at its sole discretion with or without notice, including disabling any individual user name, password or other identifier, whether chosen by you or provided by AIRXOS, as may be needed to protect the security and integrity of the Services, in the event of any risk to the business or reputation of AIRXOS, or for any violation of these Terms. AIRXOS shall have no liability in connection with the foregoing, except in cases of AIRXOS’s gross negligence or willful misconduct.

  1. Proprietary Rights: All intellectual property rights in and to the Software, the Services and their databases, including copyrights, trademarks, industrial designs, patents and trade secrets – are the exclusive property of AIRXOS or its licensors, or its or their affiliates. Any feedback that you provide in connection with the Services shall be the sole and exclusive property of AIRXOS and we shall be permitted, but not obligated, to use such feedback (including any ideas represented thereby) in any manner, including for commercial purposes and/or to improve the Services or any other services that AIRXOS may offer. You acknowledge and agree that AIRXOS is not obligated to compensate you in any way for any feedback you provide.

The look and feel of the Software and/or Services, including any color combinations, user interface layouts, and other graphical elements, are AIRXOS trademarks. No portion of the Software and/or Services or the information contained may be reproduced in whole or in part unless expressly authorized by AIRXOS.

The AIRXOS name and logo, and all related product and service names, design marks, logos, and slogans are the trademarks or registered trademarks of AIRXOS. You may not use any AIRXOS or third-party trademarks or logos without the prior written consent of AIRXOS or the applicable trademark owner.

Rights in Data: The Services may include functionality that allows you to share Data or that may automatically collect Data in connection with your use of the Service. For purposes of this Section 5, “Data” means all data that is collected automatically by AIRXOS through the Services, or provided to AIRXOS by you. You hereby represent and warrant that you have, or have obtained, adequate rights to any and all data that you share with AIRXOS in connection with your use of the Services, including adequate rights for AIRXOS to use such Data in accordance with these Terms.

Data that may be shared by you or collected automatically by the Services may include, but is not limited to, the following categories:

  • personal data;
  • geolocation data;
  • data related to aircraft and flight performance;
  • aircraft specifications (including equipage);
  • certificate and waiver numbers; and
  • data relating to photos or videos uploaded or shared through the Services.

The collection of certain categories of Data is covered by our Privacy Policy. The Services are not a storage service. You agree that AIRXOS has no obligation to store, maintain or provide you a copy of any Data that you or others provide, except to the extent required by applicable law and as noted in our Privacy Policy.

You hereby acknowledge and agree that, except where Data uploaded by you in connection with your use of the Services is not assignable under applicable law or regulations, AIRXOS shall exclusively own all Data. Except as otherwise prohibited by applicable law you hereby grant to AIRXOS a non-exclusive, perpetual, irrevocable, royalty-free, fully-paid-up license to store, access, duplicate, modify, and otherwise use for AIRXOS’s internal business purposes (including provision of the Services to you or other customers or to make improvements to the Services) Data that is uploaded by you in connection with your use of the Services that is otherwise not assignable under applicable law or regulations. For clarity, the license you grant to AIRXOS shall survive expiration or earlier termination of these Terms, except as otherwise prohibited by applicable law. AIRXOS hereby grants you a time-limited, non-exclusive license to access and use, solely as permitted by the functionality of the Service, Data owned by AIRXOS, which Data may be uploaded by or collected from you in connection with your use of the Services, or such other Data as AIRXOS may make available for your use from time to time. The license that AIRXOS grants to you shall terminate automatically upon the expiration or earlier termination of these Terms.

  1. Disclaimer of Warranty: YOUR USE OF THE SERVICES IS AT YOUR RISK AND DISCRETION. AIRXOS PROVIDES THE SERVICES, SOFTARE, AND INFORMATION INCLUDED THEREIN FOR USE ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND. THE SERVICES CANNOT BE CUSTOMIZED TO FULFILL THE NEEDS OF EACH AND EVERY USER. WE HEREBY DISCLAIM ALL WARRANTIES AND REPRESENTATIONS, EITHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE, FEATURES, QUALITY, AVAILABILITY, NON-INFRINGEMENT, TITLE, COMPATIBILITY, PERFORMANCE, SECURITY OR ACCURACY OR THAT THE SERVICES WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

THE SOFTWARE AND/OR SERVICES ARE NOT FAULT TOLERANT AND ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN CONNECTION WITH THE DESIGN, CONSTRUCTION, MAINTENANCE, AND/OR OPERATION OF ANY SYSTEM WHERE THE USE OR FAILURE OF SUCH SYSTEM COULD RESULT IN A THREAT TO THE SAFETY OF HUMAN LIFE OR SEVERE PHYSICAL HARM OR PROPERTY DAMAGE (INCLUDING FOR EXAMPLE IN CONNECTION WITH ANY NUCLEAR, MANNED-AIRCRAFT NAVIGATION OR CONTROL, LIFE SUPPORT, OR OTHER LIFE-CRITICAL APPLICATION). TO THE FULLEST EXTENT PERMITTED BY LAW, AIRXOS EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR SUCH HIGH RISK USES. AIRXOS SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY, IN WHOLE OR IN PART, FOR ANY CLAIMS OR DAMAGES ARISING FROM SUCH HIGH RISK USES.

You agree and acknowledge that:

  • you assume full, exclusive and sole responsibility for the use of and reliance on the Services and/or Software;
  • your use of or reliance on the Services and/or Software is made entirely at your own risk;
  • it is your responsibility to comply with all relevant laws, government and agency statutes, rules, and regulations while using the Services and/or Software, including without limitation and as applicable, the statutes, rules, and regulations of the FAA and the International Civil Aviation Organization (ICAO);
  • AIRXOS cannot be aware of the specific application of the Software and/or Services by each of its users; however the Software and/or Services may, from time to time, be used by you in potentially harmful and/or life-endangering applications, such as unmanned-aircraft navigation or traffic management. The Software and/or Services have not been specifically designed or qualified for use in other hazardous environments such as the operation of nuclear facilities, manned-aircraft navigation or control, or other life-critical applications. AIRXOS expressly disclaims any liability resulting from use of the Software and/or Services in any such hazardous environments. For purposes of these Terms, life-critical application means an application in which the functioning or malfunctioning of the Software and/or Services may result, directly or indirectly, in physical injury or loss of human life;
  • the Software and/or Services may be subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments. You agree to comply with all applicable export and import laws and regulations in your access to and use of the Software and/or Services. You shall not, and shall not allow any other person, to remove, export, or re-export from the United States of any part of the Software and/or Services or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States, or foreign, agency or authority. You hereby certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Software and/or Services for any prohibited end use, including supporting any nuclear, chemical, or biological weapons proliferation, or missile technology.

THE FOREGOING DISCLAIMER OF WARRANTIES AND ACKNOWLEDGEMENTS BY YOU CONSTITUTE AN ESSENTIAL PART OF THESE TERMS.

Please note that the information provided by the Services and/or Software may include inaccuracies or errors. Any reliance you place on information you obtain from or through the Services is strictly at your own risk. AIRXOS disclaims any and all liability and responsibility arising from any reliance placed on such materials by your or any other user of the Services, or by anyone who, directly or indirectly, may receive information from the Services. AIRXOS will provide support for the Services in accordance with the Service Level Agreement (SLA), as applicable.

The Services may include data and links to content provided by third parties. AIRXOS has no control over such data or the content of any linked websites or resources, and accepts no responsibility for them. AIRXOS is not responsible or liable to you or any third party, for the content, accuracy or timeliness of any materials or information provided by such third parties. If you decide to access any third party content through any link provided through the Services you do so entirely at your own risk and subject to the terms and conditions of use for such websites or resources.

AIRXOS may, either partially or in its entirety and without being obligated to provide prior notice, modify, adapt or change the Software, the Services’ features, the user interface and design, the extent and availability of the contents in the Services and any other aspect related to the Services. You will have no claim, complaint or demand against AIRXOS for applying such changes or for failures incidental to such changes.

Apple Terms: The following terms apply to you and Apple is a third party beneficiary to these Terms to the extent you use Services Apps on an Apple device. These Terms are between you and AIRXOS only and not with Apple. Apple does not assume any responsibility for Services Apps, but is – in case of a breach of these Terms – entitled to raise claims against you. AIRXOS grants you the right to use the Services Apps only on iOS-devices that are owned or operated by you and in accordance with Apple’s APP Store EULA. Apple is in no way obliged to provide any maintenance or support services with regard to the Apps. Apple does not assume any responsibility for review, defense, settlement, or satisfaction of claims resulting from the infringement of third party intellectual property rights. Apple is not obliged to react on claims brought against Apple by you or a third party in connection with the Apps. This applies (among others) for the following claims: (a) product liability claims; (b) claims on the basis of assertion that an App is in breach of legal or regulatory provisions and (c) consumer protection claims or similar laws and regulations. If the Services App does not satisfy an applicable warranty or guarantee, you are entitled to inform Apple, so that Apple may reimburse you the purchase price of the App, if applicable. As far as legally permissive, Apple does not assume any warranty regarding the Services Apps. Apple and its subsidiaries are beneficiary of these terms and our Privacy Policy and are, after acceptance by you, therefore entitled to (and this right is deemed to have been accepted) derive rights from these Terms and raise claims against you hereunder.

  1. Limitation of Liability: UNDER NO CIRCUMSTANCES SHALL AIRXOS, ITS PARENT, AFFILIATES, DIRECTORS, EMPLOYEES, DISTRIBUTORS, SUPPLIERS, LICENSORS, LICENSEES, AGENTS OR RESELLERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT RESULT FROM THE USE OF, MISUSE OF, INABILITY TO USE, OR RELIANCE UPON THE SERVICES, SOFTWARE, OR INFORMATION CONTAINED THEREIN, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA, BUSINESS OPPORTUNITIES, SAVINGS OR PROFITS. THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF THE AIRXOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. SUCH LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

ADDITIONALLY, UNDER NO CIRCUMSTANCES SHALL AIRXOS BE HELD RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY LOSS OR DAMAGE CAUSED OR ALLEGED TO HAVE BEEN CAUSED TO YOU IN CONNECTION WITH THE USE OF OR RELIANCE ON ANY INFORMATION, SOFTWARE OR SERVICES AVAILABLE.

  1. Indemnification: You agree to defend, indemnify, and hold harmless AIRXOS from all liabilities, claims, and expenses, including attorney’s fees that arise from your violation of these Terms or your use or misuse of the Services, the Software, or information contained therein or for any unauthorized use occurring through your user account. AIRXOS reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with AIRXOS in asserting any available defenses.
  2. Applicable Law; Waiver of Jury Trial: This agreement shall be governed by and construed in accordance with the laws of New York, except that any New York law that would serve to apply the law of another state or country shall not apply. Each party hereto hereby irrevocably waives, to the fullest extent permitted by applicable law, any right it may have to a trial by jury in any legal proceeding directly or indirectly arising out of or relating to these Terms or any transaction contemplated hereby.
  3. Entire Agreement: The terms and conditions of these Terms represent the entire understanding between you and AIRXOS and supersede all prior and contemporaneous understandings, agreements, representations and warranties, regarding the Services. Notwithstanding the foregoing, in the event of any conflict between these Terms and any other agreement between you and AIRXOS related to the subject matter hereof, the terms of the service agreement shall take precedence if expressly stated therein. No waiver by AIRXOS of these Terms shall be deemed a further or continuing waiver, and any failure of AIRXOS to assert a right under these Terms shall not constitute a waiver of any provision of these Terms. If any provision of these Terms is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the maximum extent such that the remaining provisions of these Terms will continue in full force and effect.