The term “Software” means the PrecisionFlight personal computer application that can control an unmanned aerial vehicle (UAV) and includes any updates, modifications, supplements or other changes made by PrecisionHawk to the PrecisionFlight personal computer application. The Software does not include access to PrecisionHawk’s service, TerraServer service or any other service.
This Agreement may be changed by PrecisionHawk from time to time. Changes will be effective upon posting to PrecisionHawk’s website.
In the event that you and PrecisionHawk have entered into a separate, signed agreement concerning the Software, the terms of such agreement shall govern over any conflicting terms in this Agreement. Otherwise, this Agreement constitutes the entire agreement between you and PrecisionHawk with respect to the Software and may not be modified or amended except by an instrument in writing signed by both parties that expressly states that it modifies or amends this Agreement. PrecisionHawk may accept purchase orders from you for administrative convenience, but standard or general terms of any such purchase order shall have no effect.
The Software is licensed, not sold. All rights not expressly granted to you are reserved by PrecisionHawk. Subject to (i) the terms and conditions of this Agreement, (ii) your compliance with all applicable laws and regulations including without limitation export control laws and regulations and (iii) your holding a license to use PrecisionHawk’s service (pursuant to the terms of service in effect from time to time), PrecisionHawk hereby grants to you a non-exclusive, non-transferable, worldwide license to:
You may not, and agree not to:
This Agreement will remain in effect until terminated. PrecisionHawk may immediately terminate this Agreement and your license to the Software for convenience by providing notice to you. You may terminate this Agreement at any time, without cause, by immediately ceasing use of the Software and deleting all copies of the Software in your control or possession.
Provisions of this Agreement that may reasonably be interpreted or construed as surviving the termination of this Agreement shall survive termination of this Agreement. Further, termination of this Agreement does not affect PrecisionHawk’s ability to seek remedies for any breach of this Agreement arising prior to termination.
The Software may contain hyperlinks to sites on the internet that are not owned or controlled by PrecisionHawk. PrecisionHawk does not endorse or assume any responsibility for any material on such sites, or any other material outside of the Software, that is accessed directly or indirectly by any such hyperlink.
PrecisionHawk will provide basic support for the Software, however PrecisionHawk is not obligated to meet any service level commitment. If you require support, please visit https://www.precisionhawk.com/support or https://www.precisionhawk.com/contact
You agree that PrecisionHawk will own the rights, title and interest in and to all suggestions, enhancement requests, recommendations or other feedback (“Feedback”) provided by you relating to the Software. For greater certainty, PrecisionHawk will have no obligation to modify the Software to implement any Feedback provided by you. Feedback provided to PrecisionHawk must not be subject to any confidentiality obligations and must not be confidential or proprietary information belonging to you or any third party.
THIS SOFTWARE IS PROVIDED “AS IS”, AND PRECISIONHAWK EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, AND ANY WARRANTIES, CONDITIONS, OR REPRESENTATIONS AS TO THE ACCURACY, COMPLETENESS, OR TIMELINESS OF THE SOFTWARE OR ANY INFORMATION PRESENTED BY THE SOFTWARE, INCLUDING BUT NOT LIMITED TO LOCATION INFORMATION.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRECISIONHAWK BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE, IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE, INCLUDING WITHOUT LIMITATION ANY DAMAGES FROM CLAIMS FOR PERSONAL INJURY, PROPERTY DAMAGE, DEATH, LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION ARISING IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SOFTWARE. IN THE EVENT THAT THIS LIMITATION OF LIABILITY IS MODIFIED BY OPERATION OF LAW, PRECISIONHAWK’S ENTIRE LIABILITY HEREUNDER SHALL BE LIMITED TO $100.00 OR THE MINIMUM AMOUNT REQUIRED BY APPLICABLE LAW.
While the Software includes mission planning and emergency features in connection with the operation of a UAV, you acknowledge and agree that you are solely responsible for the operation or attempted operation of any UAVs with the Software. When operating or attempting to operate any UAV with the Software, you will monitor the UAV continuously to ensure its safe operation. In addition, you are solely responsible for operating any UAV in compliance with all applicable laws and regulations.
You acknowledge that all information provided to you by or derived by you from your use of the Software (i) is intended only to supplement other approved navigation data sources and should be considered as an educational aid to determine location with respect to airports, other restricted airspace areas or other aircraft, (ii) is not guaranteed to be accurate because of human and/or technical errors (including time delays inherent in gathering and processing data), regardless of whether such information or errors are under PrecisionHawk’s control, (iii) should not be used for maneuvering aircraft in, near, or around areas where such maneuvers may be prohibited or restricted and (iv) may not be current because of their nature (such as Temporary Flight Restrictions). Therefore, while PrecisionHawk will provide software and other updates for your convenience, you are solely responsible for ensuring that all information provided by or derived from use of the Software is current and accurate.
You acknowledge the inherent limitations in the Software, some of which are discussed in the previous paragraph, and agree that you will not, in any way, rely on the Software or use it without also consulting other approved navigation data sources; further, you agree and acknowledge that you are solely responsible for the operation or attempted operation of any unmanned aerial vehicle while using the Software. The Software is intended for use only as a supplementary source of information to aid in the safe operation of unmanned aerial vehicles, and may not be utilized to supplant air traffic control or control advisory services provided by the FAA or similar regulatory body. You must verify that any flight plan complies with all applicable laws and regulations and would not result in any unsafe operation of any unmanned aerial vehicle. When operating or attempting to operate any unmanned aerial vehicle while using the Software, you will monitor such unmanned aerial vehicle continuously to ensure its safe operation. In addition, you are solely responsible for operating any unmanned aerial vehicle in compliance with all applicable laws and regulations. Except in compliance with all other provisions of this Agreement and compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations, you agree not to export from anywhere any part of the Software (which may include accessing or using the Software in a jurisdiction other the one listed at registration).
Further, you agree to indemnify, defend and hold harmless PrecisionHawk, its parent company PrecisionHawk Inc., and their respective officers, directors, employees and agents (the “PrecisionHawk Indemnitees”) from and against any losses, damages, liabilities, actual or alleged claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees (collectively, “Claim(s)”), in any legal suit or proceeding arising out of or related to your operation of any UAV, including Claims for personal injury, death or property damage, violation of any applicable law or regulation, or any failure to comply with this Agreement.
Any notices or other communication required or permitted to be made or given to either party under this Agreement shall be in writing and shall be sufficiently made or given on the date of mailing if sent to such party by email (using the email addresses customarily used by the parties for communications) or facsimile transmission; provided, however, that notices of default or other notices asserting legal rights must also be provided by overnight delivery.
This Agreement shall be governed by and construed under the laws of the State of North Carolina, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state or federal court in Wake County, North Carolina. You hereby consent to such jurisdiction and waive any objection to such venue.
Failure to enforce any provision of this Agreement may not be construed as a waiver.
If any provision of this Agreement is void or unenforceable, the remaining provisions will continue in full force and effect.
You are responsible, at your cost, for obtaining any and all governmental licenses or approvals necessary to use the Software.
You may not assign this Agreement or transfer the Software, but you may transfer any data generated or created using the Software to any person to whom you transfer ownership of a UAV. PrecisionHawk may assign this Agreement to any entity that acquires, by merger, consolidation, asset purchase or otherwise, any or all of the business of PrecisionHawk.