These Terms of Service and any applicable order form, proposal or other separate legal agreement which references these Terms of Service and Airspace Link’s Privacy Policy, available at www.airspacelink.com (collectively, the “Agreement”) cover and govern the applicable governmental entity (as set forth in the applicable order form, proposal or other separate legal agreement) (“Agency”) use and access to AirHub® Connect (the “Services”) provided to Agency by Airspace Link, Inc. (“Airspace Link”). Airspace Link’s Privacy Policy, available at www.airspacelink.com/privacy, explains how Airspace Link collects and uses personal information that Agency provides to Airspace Link when Agency uses or accesses the Services.

1. License Grant

This Agreement provides to Agency a revocable, limited, non-exclusive, and non-transferable license to use the Services conditioned upon Agency’s continued compliance with this Agreement. Airspace Link reserves all rights not granted in this Agreement.

2. Agency’s Content & Agency’s Permissions

When Agency uses the Services, Agency may provide Airspace Link with information like Agency’s data and content (“Agency’s Content”). Agency represents that it has all necessary right, power, and authority to use the Services and share Agency’s Content and will comply with all applicable laws when doing so. This Agreement does not give Airspace Link any rights to Agency’s Content except for the limited rights set forth herein and any rights that enable Airspace Link and any third-party partners Airspace Link works with to offer the Services, including without limitation, hosting Agency’s Content, backing it up, or sharing it when Agency asks Airspace Link to. Airspace Link may use each Agency’s logos in its marketing and promotional materials.

3. Ownership and Restrictions

a. Agency retains all ownership and intellectual property rights in and to Agency’s Content. Airspace Link or its licensors retain all ownership and intellectual property rights to the Services, including derivative works, enhancements or modifications developed, prepared or created using Agency’s Content, and anything developed and delivered by Airspace Link under this Agreement. Agency hereby irrevocably grants Airspace Link a license to use Agency’s Content in any such derivatives, enhancements, or modifications.

b. Agency may not, and may not cause or permit others to:

• remove or modify any copyright or other Services markings or any notice of Airspace Link or its licensors’ proprietary rights;
• copy, reproduce, distribute, republish, download, display, post or transmit in any form or by any means any part of the Services unless specifically authorized to do so;
• modify, make derivative works of, disassemble, reverse compile, reverse engineer, reproduce, distribute, republish or download any part of the Services (the foregoing prohibitions include but are not limited to review of data structures or similar materials produced by Airspace Link), or access or use the Services in order to build or support, and/or assist a third party in building or supporting, products or services competitive to Airspace Link;
• disclose results of any benchmark tests of the Services without Airspace Link’s prior written consent;
• perform or disclose any of the following security testing of the Service or associated infrastructure: network discovery, port and service identification, vulnerability scanning, password cracking, remote access testing, or penetration testing; and
• license, sell, rent, lease, transfer, assign, distribute, display, host, outsource, disclose, permit timesharing use, or otherwise commercially exploit or make the Services, or materials available, to any third party.

4. Agency’s Responsibilities

Agency is responsible for its conduct, costs, and Agency’s Content and its compliance with this Agreement. Airspace Link may review Agency’s conduct and Agency’s Content for compliance with this Agreement and remove content, including Agency’s Content, from the Services at any time and without notice. With that said, Airspace Link has no obligation to do so. Airspace Link isn’t responsible for the content anyone posts or shares via the Services. Agency agrees to safeguard its password to the Services, make sure that others don’t have access to it, and keep Agency’s account information current.

5. Evaluation

N/A

6. Airspace Link Property

The Services are either owned or licensed by Airspace Link and are protected by copyright, trademark, and other US and foreign laws. This Agreement does not grant Agency any right, title, or interest in the Services or others’ content in the Services. Airspace Link welcomes feedback but note that Airspace Link may use comments or suggestions without any obligation to Agency. Airspace Link will own all rights, title or interest to derivative works developed using Agency’s Content.

7. Infringement

In addition to all other rights available to it, Airspace Link reserves the right to delete or disable content alleged to be infringing and terminate accounts of repeat infringers.

8. Term

The term of this Agreement will be six (6) months from the date the Services are first provided to Agency (“Term”). Airspace Link may extend the Term for an additional time period as agreed by parties in writing.

9. Termination & Right to Suspend

a. Either party may terminate this Agreement at any time within 30 days written notice or if the other party: (a) materially breaches its obligations hereunder and, where such breach is curable, such breach remains uncured for thirty (30) days following written notice of the breach, or (b) becomes the subject of a petition in a bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or assignment for the benefit of creditors.

b. Airspace Link reserves the right to suspend or end the Services at any time at Airspace Link’s discretion and without notice. All provisions of this Agreement, which by their nature should survive, will survive termination of the Services.

10. Fees and Payment

Any Services that are provided to Agency are solely for evaluation purposes in accordance with Section 5 and are free of charge. For any commercial use of the Services, the parties must enter into a separate written agreement governing such use.

11. Services “As Is”

AIRSPACE LINK AND ITS PARTNERS MAKE NO WARRANTIES, EITHER EXPRESS OR IMPLIED, ABOUT THE SERVICES. THE SERVICES ARE PROVIDED “AS IS.” IN ADDITION, AIRSPACE LINK DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. ANY CONTENT DOWNLOADED OR ACCESSED FROM THE SERVICES IS ACCESSED AT AGENCY’S OWN RISK.

12. Confidential Information

a. Each party (“Receiving Party”) may have access to information that the other party (“Disclosing Party”) considers to be confidential, proprietary and/or a trade secret (“Confidential Information”).

b. Receiving Party shall not use the Disclosing Party’s Confidential Information or add the Confidential Information to its own records unless required to perform under this Agreement. Receiving Party shall not disclose any of the Confidential Information to its shareholders, directors, officers and employees other than for the sole purpose of the performance of its obligations under this Agreement.

c. The confidentiality provisions of this Agreement do not apply to Confidential Information that is entirely in the public domain; was known to Receiving Party prior to access to the information through no breach of any obligation of confidentiality; was received lawfully from a third party through no breach of any obligation of confidentiality owed to the other party; or is required to be disclosed pursuant to court order or applicable law.

d. Receiving Party shall not disclose Confidential Information to any third party without Disclosing Party’s prior written consent, except as required by law. Unless otherwise prohibited by law, Receiving Party shall: (i) immediately notify Disclosing Party of its receipt of any legal process for the Confidential Information and (ii) permit Disclosing Party adequate time to seek to prohibit or limit such disclosure.

e. Within thirty (30) days after Disclosing Party’s request, Receiving Party will return or, if specified by the Disclosing Party, destroy the Disclosing Party’s Confidential Information and, upon the request of the Disclosing Party, certify in writing that it has complied with these requirements.

13. Indemnification

a. Airspace Link shall indemnify, defend and hold Agency harmless from all losses, liabilities, damages and expenses (including without limit court costs and reasonable attorneys’ fees) (collectively, “Losses”) claimed by any third party in any claim, demand, settlement, suit, or proceeding in connection with, or arising out of any third party claim for actual or alleged infringement of any intellectual property right based upon Agency’s use of any Services in compliance with this Agreement, provided that Agency: (i) promptly gives Airspace Link written notice of such claim; (ii) gives Airspace Link control of the defense and settlement of the claim; and (iii) provides to Airspace Link all reasonable assistance. In the event of such a claim, or if Airspace Link reasonably believes the Services may infringe or misappropriate a third party’s intellectual property rights, Airspace Link may in its sole discretion: (A) modify the Services so that they no longer infringe or misappropriate, which shall not be considered a breach of any warranties under this Agreement, (B) obtain a license for continued use of the Services in accordance with this Agreement, or (C) terminate subscriptions for such Services upon notice to Agency. Airspace Link shall have no liability or obligation hereunder with respect to any claim based upon: (a) use of any Services in an application or environment or on a platform or with devices for which it was not designed or contemplated; (b) modifications, alterations, combinations or enhancements of the Services not created by or for Airspace Link; or (c) Agency’s continuing allegedly infringing activity after being notified thereof, or its continuing use of any version after being provided modifications that would have avoided the alleged infringement.

b. Agency shall be responsible for any Losses Airspace Link accrues arising out of any claim, demand, suit or proceeding made or brought against Airspace Link by a third party alleging that Agency’s Content, or Agency’s use of the Services in breach of this Agreement or an order form, proposal or other separate legal agreement, infringes or misappropriates the intellectual property rights of a third party or violates applicable law. Further, Agency shall be responsible for any Losses Airspace Link accrues arising out of any claim, demand, suit or proceeding made or brought against Airspace Link by a third party arising from Agency’s Content which is inaccurate, misleading or otherwise faulty.

14. Limitation of Liability

AGENCY EXPRESSLY ABSOLVES AND RELEASES AIRSPACE LINK FROM ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND AIRSPACE LINK’S CONTROL. AGENCY FURTHER AGREES THAT IN NO EVENT SHALL AIRSPACE LINK AND ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OR ANY BUSINESS INTERRUPTION OR LOSS OF USE, DATA BUSINESS, OR PROFITS. THIS WILL BE REGARDLESS OF WHETHER OR NOT AIRSPACE LINK OR ANY OF ITS PARTNERS OR SUPPLIERS HAVE BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALLY, AIRSPACE LINK AND ITS SUPPLIERS WILL NOT BE LIABLE TO AGENCY FOR MORE THAN THE LESSER OF (A) ANY AMOUNTS RECEIVED BY AIRSPACE LINK FROM AGENCY AS A RESULT OF AGENCY’S USE OF THE SERVICES IN THE 12 MONTHS PRECEDING AGENCY’S CLAIM, OR (B) $50. MOREOVER, AIRSPACE LINK SHALL NOT BE LIABLE FOR THE LOSS OR FAILURE TO STORE AGENCY’S CONTENT, AND AGENCY UNDERSTANDS AND AGREES THAT BY USING THE SERVICES, AGENCY AGREES TO WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION RELATED TO USE OF THE SERVICES OR BREACH OF THIS AGREEMENT.

15. Controlling Law

This Agreement and Agency’s use of the Services will be interpreted, governed and construed by the laws of Delaware, except for its conflicts of laws principles.

16. Force Majeure

Neither party shall be responsible for events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

17. Entire Agreement

This Agreement sets forth terms governing Agency’s use of the Services and supersedes and replaces any other prior or contemporaneous agreements applicable to the subject matter of this Agreement. This Agreement creates no third-party beneficiary rights.

18. Waiver, Severability & Assignment

Airspace Link’s failure to enforce a provision is not a waiver of Airspace Link’s right to do so later. Agency may not assign any of its rights under this Agreement, and any such attempt will be void. Airspace Link may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Subject to the foregoing, the rights and obligations of the parties shall inure to the benefit of and shall be binding upon and enforceable by the parties and their lawful successors and permitted assigns. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, such provision shall be changed and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law and the remaining provisions of this Agreement will remain in full force and effect.

19. Modifications

a. No terms or conditions may be modified unless agreed to in writing and signed by both parties.

b. Airspace Link may revise this Agreement from time to time and will always post the most current version at www.airspacelink.com. By continuing to use or access the Services after the revisions come into effect, Agency agrees to be bound by and subject to the revised Terms.

20. Notices

All notices must be in writing and sent to the other party, either by hand delivery; certified mail, return receipt requested; overnight courier; or by facsimile or by e-mail (with a confirming copy by regular mail) and shall be effective when received by such party. Any notices to Airspace Link must be sent by email to support@airspacelink.com. Any notices to Agency will be sent to the address specified in the applicable order form, proposal or other separate legal agreement.