Terms of Service
HAZON Drone Management System™ Terms of Service
This HAZON Drone Management System™ Terms of Service (the “Terms”) is effective as of the date of your registration indicating your acceptance (the “Effective Date”).
The Terms constitute a contract between you (“Customer”, “you”, or “your”) and HAZON Solutions, LLC (the “Company”, “HAZON, “us” or “we”) with a place of business at 545 S. Birdneck Road, Suite 201B, Virginia Beach, VA 23451 with regard to the Services. By registering or using any of the Services you agree to be bound by these Terms. IF YOU DO NOT AGREE TO ABIDE BY THE TERMS, YOU MUST NOT USE ANY OF THE SERVICES.
If you are accepting on behalf of your employer or another entity, you represent and warrant that (i) you have full legal authority to bind your employer or such other entity to these Terms; (ii) you have read and understand the Terms; and, (iii) you agree on behalf of your employer or such other entity, to these Terms. If you do not have such authority or do not agree with the Terms you must not use any of the Services.
a. “Account” means an account created to manage the aspects of your Plan, including User Accounts, if any.
b. “DMS” means the Drone Management System™ hosted software.
c. “Cause” means a breach of any representation, condition or covenant of this Agreement or the Terms of Service by either party (or in the case of the Customer, any End User).
d. “Change in Control” means the sale of all or substantially all the assets of a party; any merger, consolidation or acquisition of a party with, by or into another corporation, entity or person; or any change in the ownership of more than fifty percent (50%) of the voting capital stock of a party in one or more related transactions.
e. “Company” means HAZON Solutions, LLC.
f. “Content” means all content of any type, including without limitation, data, text, graphics, maps, logos, images, illustrations, software or source code, audio and video, and animations.
g. “Fees” shall mean any fees payable under your Plan.
h. “Non-DMS Content” means user submissions and other third party Content.
i. “Plan” means the Services ordered by you.
j. “Registered User” means a user who has registered with the Company in order to obtain certain Services.
k. “Service Term” means the period for which you have acquired the license and right to use DMS and the Services.
l. “Service” means the specific DMS products and services related to management and operations of unmanned aircraft systems (commonly known as “drones”) included in your Plan.
m. “User” means the Customer or an individual who is authorized by the Customer to use DMS via User Accounts.
n. “User Account” means a DMS account accessible by Customer or an End User via a username and password or usage of an API key.
o. “Your Content” means content owned or licensed by you or your End Users that you submit and store in DMS.
2. Grant of Rights. Subject to your compliance with these Terms and payment of all Fees, if any, as provided herein, we grant you a non-exclusive, non-transferable, non-sublicensable, right and license to use the Services set forth in your Plan. We will use commercially reasonable efforts to provide the Services. We reserve the right, in our sole discretion, to make necessary unscheduled deployments of changes, updates or enhancements to the Service at any time. We may add or remove functionalities or features, and or suspend or stop a Service altogether, at any time and without prior notice to you.
a. To obtain access to certain Services you may be required to become a Registered User. The information you provide to become a Registered User must be true, accurate, complete and current. You agree to notify us of any changes to the registration information.
b. If you are an employer, you agree to monitor your employee’s use of their Account.
c. By obtaining an account, you represent and warrant that you are of legal age to enter into a binding contract. If you are under the age of 18, you may use DMS only with the involvement and consent of a parent or guardian.
d. You agree to notify us immediately of any unauthorized use of your username and password or of any other breach of security and to comply with all reasonable requests we may make to change your username and/or password and otherwise respond to a security breach.
4. Charges and Payment.
a. You agree to make all payments according to the terms of your Plan.
b. The plan you choose governs the features of your account. Some plans require payment. We may charge your credit card on an ongoing basis in accordance with the plan you choose and any other charges you may incur in connection with your use of DMS.
c. You will be billed on the first day of your paid subscription, and monthly or annually thereafter, unless and until you cancel your subscription. If your monthly subscription begins on a day that is not contained in subsequent renewal month, you will be billed on the last day of that month. For example, if your subscription began on March 31st, your billing dates for months that do not have 31 days would be the 30th.
d. The Company is not responsible for any additional bank fees, interest charges, finance charges, overdraft charges, or other fees resulting from charges billed by the Company. Currency exchange settlements will be based on agreements between the Customer and the provider of the Customer’s credit card.
e. You are responsible for paying all taxes, levies, duties or similar governmental assessments of any nature associated with this Agreement, other than those assessable against use based on our income, property or employees.
f. All charges are non-refundable unless expressly stated otherwise, or otherwise provided by applicable law.
g. Interest for failure to pay.
5. Your Responsibility.
a. You will obtain and maintain all required consents from Users for (i) your access to their accounts and data, (ii) their agreement to comply with the applicable terms of this Agreement, and (iii) the Company to provide the Services.
b. In the event the Company becomes aware that a User has breached the applicable terms of this Agreement, you will suspend such User’s account until the User has cured such breach.
c. Content is provided for planning purposes only. You may find that events may cause the actual information to differ from the information displayed on the map. You should exercise judgment in your use of Content made available by or through DMS.
a. Your Content
i. You hereby grant us, solely for the purpose of enabling your use of DMS, a non-exclusive, worldwide, royalty-free, transferable right and license (with the right to sublicense), to use, copy, cache, publish, display, distribute, modify, create derivative works, and store Your Content and to allow others to do so.
ii. We will not access, use or disclose Your Content without your permission, except as reasonably necessary to provide customer support to you, to troubleshoot your account or for any other purpose authorized by you.
iii. Should you choose to use the Service for recording and maintaining any kind of data or information, including without limitation, maintenance, lessons learned, incident reporting or flight safety data, you will do so solely at your own risk; and, you represent and covenant that all records you enter, delete, edit, modify or otherwise maintain shall to your knowledge be true and correct. You will maintain appropriate security to protect your data from unauthorized access. We shall have no liability of any kind due to the deletion of, correction of, destruction of, damage to, loss of or failure to store any such data or information. You acknowledge that we will comply with all applicable law with respect to your data, including any flight safety data.
b. DMS Content
i. Other than Your Content, all Content displayed on or accessible through DMS is the property of the Company and/or third parties and is protected by United States and international copyright laws. You may be held liable for any unauthorized copying or disclosing of this Content. You agree that our licensors shall be third party beneficiaries to this Agreement and that these entities may directly enforce, and may rely upon, any provision of the Agreement that confers a benefit on them or grants rights in favor of them.
c. Third Party Content
i. You may have gained access to content and information from a variety of third party sources (collectively, “Third Party Content”). The Third Party Content may have additional obligations and restrictions that apply to it. You hereby agree to abide by any such obligations or restrictions, including only using Third Party Content for your internal business purposes.
ii. Such Third Party Content may be incomplete, inaccurate, outdated or contain errors. The Company is not responsible for the accuracy, precision, timeliness, usefulness, safety, or intellectual property rights of or relating to any Third Party Content and expressly disclaims any and all liability arising from the Third Party Content. YOU HEREBY WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST COMPANY WITH RESPECT THERETO,
7. Acceptable Use.
a. You are solely responsible for any and all acts and omissions that occur by you or the Users. You may not use DMS for any unlawful purpose and shall terminate any such unauthorized use by a User. Your use of DMS must comply with all local rules regarding online conduct and acceptable content.
b. DMS may not be used in any manner that could damage or overburden DMS or interfere with any other party’s use of DMS.
c. Use DMS in any manner or for any purpose other than as expressly permitted by these Terms, any other policy, instruction or terms applicable to DMS that are available on DMS.
d. Access or use DMS in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
e. Use DMS in any situation in which the failure of the DMS could lead to death, personal injury, or physical property or environmental damage.
f. You agree not to use DMS in order to develop a competitive product or service.
g. You agree to not engage (or allow others to engage) in the following unacceptable uses of DMS:
i. Disseminating, storing, or transmitting files, graphics, software, or other material that actually or potentially infringes on the copyright, trademark, patent, trade secret, or other intellectual property right of any person;
ii. Creating a false identity or otherwise attempting to mislead any person as to the identity or origin of any communication;
iii. Exporting, re-exporting, or permitting downloading of any content in violation of any export or import laws, regulation, or restriction of the United States and its agencies or authorities, or without all required approvals, licenses, or exemptions;
iv. Using manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” DMS;
v. Interfering with or attempting to gain unauthorized access to other accounts or to any other computer network;
vi. Storing or transmitting viruses, trojan horses, or any other malicious code or program; or
vii. Engaging in any other activity deemed by the Company to be in conflict with the spirit or intent of these Terms.
8. Export Control.
a. You will comply with all domestic and international export laws and regulations that apply to DMS. These laws include restrictions on destinations, end users, and end use. Without limitation, you may not transfer DMS without U.S. government permission to anyone on U.S. government exclusion lists (see the Commerce Department’s compliance list. at http://www.bis.doc.gov/complianceandenforcement/liststocheck.htm). You represent and warrant that you’re not on any of those lists or under the control of or an agent for anyone on those lists or the entities listed above.
9. Intellectual Property Rights.
a. This Agreement does not constitute a sale of DMS or DMS Content or of any copy of DMS or DMS Content. You acknowledge that, as between us and you, we are the owner of (or derive ownership title rights from third parties to) DMS and the intellectual property content contained therein. You do not by this Agreement acquire any such rights. You do not receive or acquire any proprietary rights therein. You may not use, access, or allow others to use or access DMS Content in any manner not permitted under the Agreement.
b. Certain DMS Content is provided under license from third parties, and is subject to copyright and other intellectual property rights owned or licensed by such third parties. We and our suppliers have the right to enforce such rights as contractual rights pursuant to these terms. You may be held liable for any unauthorized use, copying or disclosure of this Content.
c. We reserve all rights not expressly granted to you. The use of DMS may not be transferred to anyone without our prior written consent. Any authorized transferee shall agree in writing to be bound by these Terms. In no event may you copy, loan, rent, time-share, sublicense, assign, transfer, lease, sell or otherwise dispose of the Company’s software, data, or DMS Content on a temporary or permanent basis except as expressly provided herein.
d. You may not, nor permit any third party to, modify, adapt, translate, create derivative works from, reverse engineer, decompile, disassemble, or otherwise attempt to derive any source code from DMS, except and only to the extent that the applicable law expressly permits doing so.
e. All logos and product names appearing on or in connection with DMS are proprietary to the Company or its licensors and/or suppliers. You agree to never remove or obscure any proprietary notices, logos or product identification labels from the Company’s software, maps, and other content, as applicable.
f. HAZON may have patents, patent applications, trademarks, copyrights, or other intellectual property rights covering subject matter that is part of DMS. Unless we have granted you licenses to our intellectual property in these Terms, our providing you use of DMS does not give you any license to our intellectual property. Any rights not expressly granted herein are reserved.
10. Service Term; Termination.
a. Either party may terminate this Agreement for Cause in the event the other party has not cured its material breach of these Terms within thirty (30) days of written notice by the non-breaching party. Customer’s right to use DMS will terminate immediately on the date of termination for Cause. If Customer terminates for Cause, we will issue a partial, prorated refund.
b. We may terminate this Agreement immediately upon written notice to Customer if a bankruptcy or insolvency proceeding is commenced by or against Customer or if the Customer is dissolved, liquidated or deemed insolvent.
c. Upon termination, you and Users may not have access to Your Content. We shall use commercially available efforts to provide you Your Content upon termination, but you are responsible for backing up Your Content that you use with DMS.
d. We may, in our sole discretion, for any or no reason, and without penalty, suspend or terminate any DMS account (or any part thereof), or your use of or access to DMS and any of Your Content. If we plan to terminate or suspend your account or deny you access to your account, we will provide you five (5) business days’ notice, unless your use of the account violates applicable law, or we are otherwise legally compelled to suspend or terminate your account, in which case we may do so immediately and without notice. We will not be liable to you or to any third party for any such termination or suspension regardless of the reason for such termination or suspension. Should we terminate your account for convenience prior to the completion of any subscription period, your sole remedy is a pro-rata refund of the unused portion of the purchase price paid for DMS.
e. Unless terminating for Cause, termination of these Terms by Customer will not alter Customer’s obligations to pay all charges due to the Company at the time of termination.
a. You agree to indemnify and hold harmless the Company (including its subsidiaries, affiliates, officers, agents, partners, and employees) from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising from your use of DMS (including any use by your Users), your violation of these Terms, any third party terms or conditions described herein, or your violation of any rights of another.
b. In the event any third-party brings a claim against you based upon an allegation that DMS infringes on a copyright or misappropriates a trade secret of any third party, we will pay all damages and costs (including reasonable legal fees) finally awarded by a court of final appeal attributable to such a claim, provided that you notify us in writing of any such claim as soon as reasonably practicable and allows us to control, and reasonably cooperate with us in the defense of, any such claim and related settlement negotiations.In connection with such claim, we may (i) procure for you the right to continue using DMS; (ii) replace or modify DMS so that it is non-infringing and substantially equivalent in function. If either of those options is not commercially practicable in our reasonable estimation, we will refund the fees that Customer has paid and cancel access to DMS.
c. THIS SECTION SETS FORTH THE COMPANY’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO CLAIMS OF INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
d. We shall have no obligation to indemnify Customer for any claim that is based on (i) your use of DMS other than as authorized by these Agreement or the Plan ; (ii) your failure to use updated or modified versions of DMS that have been made available to you; (iii) your use of DMS after receiving notice from the Company to stop doing so in order to avoid infringement or misappropriation; or (iv) the combination, operation or use of DMS with equipment, devices, software, systems, or data that were not supplied by the Company.
12. Representations and Warranties. The Company and Customer each make the following representations and warranties to the other but to no other person, each of which is material, on each of which the other party relies, and each of which shall survive any termination of these Terms:
a. Such party is duly organized and in good standing under the laws of its jurisdiction of organization and in each other jurisdiction where such organization or good standing is required for the performance of these Terms.
b. Such party’s entry into and performance under this Agreement has been duly approved by all necessary corporate action and does not violate any constituent instrument of such party.
c. Such party’s entry into and performance under these Terms does not violate any law or regulation, judicial or executive order, or contractual commitment by which such party is bound.
a. In order to operate and provide you DMS, we collect certain information about you. We may also automatically upload information about your computer or device, your use of DMS, and its performance. You further acknowledge and agree that we may access or disclose information about you, including the content of your communications, in order to: (i) comply with the law or respond to lawful requests or legal process; (ii) protect the our rights or property including the enforcement of our agreements or policies governing your use of DMS; or (iii) act on a good faith belief that such access or disclosure is necessary to protect the personal safety of our employees, customers, or the public.
14. Government Users.
a. DMS is a “commercial item,” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software,” as such terms are used in 48 C.F.R. 12.212, and is provided to the U.S. Government only as a commercial end item. Any technical data provided with DMS is commercial technical data as defined in 48 C.F.R. 12.211. Consistent with 48 C.F.R. 12.211 through 12.212, 48 C.F.R. 227.7202-1 through 227.7202-4, and 48 C.F.R. 252.227-7015, all U.S. Government users acquire only those rights set forth herein.
a. Acknowledgement. YOU EXPRESSLY ACKNOWLEDGE THAT THE TERM COMPANY INCLUDES HAZON SOLUTIONS, LLC, ITS BRANCHES AND SUBSIDIARIES, AND THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, AFFILIATES, AND SUBCONTRACTORS OF THE SAME.
b. “As Is”, “As Available” and “With All Faults”. EXCEPT AS OTHERWISE SET FORTH HEREIN, YOU EXPRESSLY AGREE THAT THE USE OF DMS IS AT YOUR SOLE RISK. DMS, THE SERVICES, DMS CONTENT, INCLUDING ANY THIRD-PARTY SOFTWARE, SERVICES, MEDIA, OR OTHER CONTENT MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH DMS, ARE PROVIDED ON AN “AS IS” “AS AVAILABLE”, “WITH ALL FAULTS” BASIS AND WITHOUT WARRANTIES OR REPRESENTATIONS OF ANY KIND, EITHER EXPRESS OR IMPLIED. USE OF DMS AND ANY SERVICES IN NO WAY GUARANTEES THE SAFETY OR PREVENTS INJURY OR DAMAGE TO A USER, PROPERTY (INCLUDING A DRONE) OR THIRD PARTIES PRESENT DURING ANY DRONE OPERATIONS THAT ARE SCHEDULED OR THAT RESULT FROM THE USE OF DMS.
c. No warranties. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR THROUGH DMS, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN.
d. Service Operation and Non-DMS Content. THE COMPANY DOES NOT WARRANT THAT DMS WILL BE UNINTERRUPTED, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS AND DOES NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
e. Accuracy. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS FROM THE USE OF DMS OR ANY THIRD PARTY SITES REFERRED TO ON OR BY DMS.
f. Harm to Your Computer. YOU UNDERSTAND AND AGREE THAT YOU USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN SOFTWARE, SERVICES, MAPS, OR CONTENT THROUGH DMS (INCLUDING RSS FEEDS) OR ANY THIRD PARTY SITES REFERRED TO ON OR BY DMS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM) OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD OR USE.
16. Limitation of Liability and Damages.
a. Limitation of Liability. UNDER NO CIRCUMSTANCES, AND UNDER NO LEGAL THEORY, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS OR SUPPLIERS, BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, OR USE OR COST OF COVER) ARISING OUT OF OR RELATING TO THESE TERMS OR THAT RESULT FROM YOUR USE OR THE INABILITY TO USE DMS, EVEN IF THE COMPANY OR A COMPANY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
b. Limitation of Damages. IN NO EVENT SHALL THE TOTAL LIABILITY OF THE COMPANY OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD PARTY PARTNERS, LICENSORS, OR SUPPLIERS TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF DMS (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, OR OTHERWISE) EXCEED THE LESSER OF ONE HUNDRED DOLLARS (US$100) OR FEES PAID IN THE PRECEDING TWELVE (12) MONTHS.
c. CERTAIN JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF YOU RESIDE IN SUCH A JURISDICTION, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE LIMITATIONS OR EXCLUSIONS OF WARRANTIES, REMEDIES, OR LIABILITY CONTAINED IN THESE TERMS APPLY TO YOU TO THE FULLEST EXTENT SUCH LIMITATIONS OR EXCLUSIONS ARE PERMITTED UNDER THE LAWS OF THE JURISDICTION IN WHICH YOU ARE LOCATED. THE COMPANY DISCLAIMS ALL WARRANTIES IN CONNECTION WITH DMS AND DMS CONTENT, AND WILL NOT BE LIABLE FOR ANY DAMAGE OR LOSS RESULTING FROM YOUR USE OF DMS.
d. Claim Period. YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF THIS AGREEMENT OR RELATED TO THE COMPANY MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
a. These Terms shall be governed by and construed in accordance with the laws of Virginia, without giving effect to any principles of conflicts of law. You agree that any action at law or inequity arising out of or relating to this Agreement or we shall be filed only in local and federal courts located in the Eastern District of Virginia and you hereby consent and submit to the exclusive personal jurisdiction and venue of such courts for the purposes of litigating any such action.
b. A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision.
c. These terms may be revised and updated from time to time in our sole discretion. All such revisions, updates, or changes are effective immediately when we post them to our site, and apply to all access to and use of DMS thereafter. Your continued use of DMS following the posting of revised, updated, or changed Terms of Service means and shall constitute your acceptance and agreement to the revision(s), update(s), or change(s).
d. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision.
e. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
f. Each party’s failure in its obligation of performance hereunder (except payment obligations) shall be excused or delayed to the extent that such failure is caused by events beyond such party’s reasonable control (an event of force majeure). Such events include, without limitation, casualties, natural disasters, terrorism, cyberattacks, Acts of God, civil disturbance, labor disputes, strikes, riots, but expressly exclude market conditions and obligations to pay money. A party claiming the occurrence of such an event shall promptly notify the other party thereof.
g. No joint venture, partnership, employment, or agency relationship exists between you and us as a result of these Terms or use of DMS.
h. We are not responsible for any links to URLs of third parties that change or are no longer operational.
i. The following Sections will survive expiration or termination of these Terms: 4, 6, 11, 14, 16 and17..
j. You further acknowledge no confidential, fiduciary, contractually implied, or other relationship is created between you and us other than pursuant to these Terms.
k. These Terms shall not be assigned by either party without the prior written consent of the other party, which shall not be unreasonably withheld; provided, however, that either party may, without the prior consent of the other, assign all of its rights under these Terms upon a Change in Control.