AirHub® API Terms of Service
THESE AIRHUB® API NON-COMMERCIAL LICENSE & SERVICE AGREEMENT TERMS (collectively, the "LicenseTerms") and any order form(s), proposals, or other separate legal agreements which references these License Terms that the parties may enter into (collectively, the “Terms”) cover and govern the applicable entity’s, as set forth in the applicable order form, proposal, or other separate legal agreement, ("Licensee") non-commercial use and access to the Service and API provided to Licensee by Airspace Link, Inc. and its Affiliates (collectively, "Airspace Link").
Capitalized terms not otherwise defined in these Terms will have the meanings set forth below:
1.1 “Affiliate” means any person, limited liability company, corporation or other entity that, directly or indirectly, through one or more intermediaries is controlled by or under common control with a party. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.
1.2. “API” means an application programming interface (that may consist of code, instructions or other data and information) made available by Airspace Link to Licensee under these Terms that is designed to permit an Application to interface with the Service in accordance with these Terms.
1.3 “Application” means any Licensee software application that incorporates or uses all or a portion of the API to access the Service in accordance with the terms and conditions of these Terms.
1.4 “Background IP” means all Intellectual Property Rights, programs (source and object code), concept, materials, information, data, proprietary information or software, materials, products, or inventions that were created, authored, developed, or invented by Airspace Link: (a) before the Terms Effective Date; or (b) independent of these Terms.
1.5 “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.
1.6 “Confidential Information” means any proprietary, confidential or non-public information of Airspace Link provided or made available to Licensee in connection with these Terms. For the avoidance of doubt, Confidential Information does not include any information to the extent it: (i) is or becomes generally available to the public through no disclosure constituting a breach under these Terms; (ii) is wholly and independently developed by Licensee without the use of Confidential Information; (iii) becomes available to Licensee from a source not a party to these Terms, provided that such source is not violating any Law or contractual obligation; (iv) was known on a non-confidential basis by Licensee prior to disclosure hereunder; or (v) is required, based upon the reasonable advice of counsel, to be disclosed by Law, provided that Licensee provides Airspace Link with prompt written notice of such disclosure requirement and cooperates with Airspace Link’s efforts to limit such disclosure requirement. Airspace Link’s Confidential Information will include, without limitation, its APIs, Content, Documentation, Sample Code and Tools.
1.7 “Content” means any data, including without limitation any airspace, geographic, municipal or locational data provided by Airspace Link.
1.8 “Data Protection Laws” means any data protection, privacy or similar laws or regulations anywhere in the world relating inter alia to the processing or other use of personal data, including but not limited to the GDPR, the Privacy and Electronic Communications Directive, and the CCPA.
1.9 “Documentation” will mean any operating instructions, user manuals, help files and other technical information, documentation and materials, in written or electronic form.
1.10. “End User” means an end user of an Application.
1.11 “EU Data Subject” shall have the meaning given to “Data Subject” under the GDPR, as amended or superseded from time to time.
1.12 “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data an and the free movement of such data, and to the extent the GDPR is no longer applicable in the United Kingdom, any implementing legislation or legislation having equivalent effect in the United Kingdom.
1.13 “Intellectual Property Rights” means any and all patents, Background IP, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, information and proprietary rights and processes, and similar or other intellectual property rights.
1.14 “Key” means a unique string that identifies Licensee or an Application as an authorized user of an API or Tool, assigned by Airspace Link to Licensee and activated in Airspace Link’s discretion that is intended to enable Licensee to use such API or Tool, as applicable.
1.15 “Law” means an applicable law, rule, regulation, subpoena or order of a court of competent jurisdiction, including all applicable foreign, federal, state and local criminal, civil, statutory and other laws and regulations; and any applicable guidance and codes of practice issued by the relevant data protection or supervisory authority.
1.16 “Personal Data” means (i) any natural person’s name, street address, telephone number, e- mail address, photograph, Social Security number or tax identification number, driver’s license number, passport number, payment card number, bank information, or customer or account number, biometric identifiers (including without limitation video or photographic images, fingerprints, and voice biometric data relating to individuals), health-related information or data, account password or answers to account security questions, or any other piece of information that allows the location of, identification of, or contact with a natural person; (ii) any other information if such information is defined as “personal data”, “personally identifiable information”, or “personal information” under any applicable Law, including any applicable Data Protection Law; and (iii) any information that is associated, directly or indirectly (by, for example, records linked via unique keys), with any of the foregoing.
1.17 “Privacy and Electronic Communications Directive” means Directive 2009/136/EC of the European Parliament and of the Council of 25 November 2009 amending Directive 2002/22/EC on universal service and users’ rights relating to electronic communications networks and services, Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector and Regulation (EC) No 2006/2004 on cooperation between national authorities responsible for the enforcement of consumer protection laws.
1.18 “Sample Code” means sample software code (excluding any API or Key) that Airspace Link makes available to Licensee under these Terms and that expressly illustrates how to develop an Application so that it may interface with the Service.
1.19 “Service” means any Airspace Link services that process a request for information relating to the airspace or environment in which an intended operation will occur or any other service that Airspace Link makes available through an API.
1.20 “Third-Party Components” means any open-source or third party proprietary software that may be included in or used with the API or the Service.
1.21 “Tool” means any code, image, software, utility or tool (excluding Sample Code) that Airspace Link provides to Licensee under these Terms for Licensee’s use in connection with the development of an Application.
1.22 “UAV” means an unmanned aerial vehicle, also known as a remotely piloted aircraft system (RPAS), unmanned aircraft system (UAS) or drone.
2.1. API and Service License. Subject to the terms and conditions of these Terms, Airspace Link hereby grants to Licensee, throughout the term of these Terms, a personal, limited, term, non-exclusive, non-transferable, and non-sublicensable (except as permitted by this Section 2.1) worldwide license for Licensee to (a) install and use the API, supporting Documentation and Service in order to internally develop and test an Application for the purpose of enabling such Application to access the Service, (b) copy and distribute the API, Documentation and Sample Code (and derivative works based on the Sample Code) in object code form as incorporated into an Application (and not on a standalone basis) to End Users, and (c) sublicense End Users the right to use the API and Sample Code as incorporated into an Application (and not on a standalone basis) pursuant to a EULA (as defined in Section 3.1 below).
2.2. Right to Access the Service. Subject to and conditioned on the terms and conditions of these Terms, Airspace Link hereby grants to Licensee throughout the term a personal, limited, term, non-exclusive, non-transferable, and non-sublicensable worldwide right to access and use, and to enable End Users to access and use pursuant to a EULA, the Service via the API as incorporated into an Application.
2.3. Content License. Subject to and conditioned on the terms and conditions of these Terms, Airspace Link hereby grants to Licensee throughout the term a personal, limited, non- exclusive, non-transferable, and non-sublicensable worldwide right to use, and to enable End Users to use pursuant to a EULA, the Content, as the Content is provided in the Service, in an Application.
2.4. Changes. Airspace Link may, at any time and without liability, modify or discontinue all or part of the API or the Service. Airspace Link reserves the right to release subsequent versions of all or any portion of the API or the Service and to require Licensee to use the most recent version thereof, and Licensee will, at its own cost and expense, only use the API and the Service in compliance with Airspace Link’s then-current specifications and other requirements.
2.5. Restrictions. Except as expressly permitted by these Terms, Licensee will not enable or assist any End User or third party to, directly or indirectly: (a) distribute, disclose, use, reproduce, store, sublicense, or otherwise exploit the API or the Service; (b) modify, adapt, or create derivative works of the API or the Service; (c) decompile, disassemble or reverse-engineer the API or the Service, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the API or the Service, except to the extent expressly permitted by Law notwithstanding a contractual prohibition to the contrary; (d) impede or interfere with Airspace Link’s use, distribution or other commercialization of the API or the Service; (e) perform, or release the results of, benchmark tests or other comparisons of the API or the Service with any other product or service; (f) use the API or Service for any purpose other than the purposes expressly contemplated under these Terms or otherwise fail to abide by any other limitations or instructions provided by Airspace Link from time to time; (g) perform an action with the intent of introducing to Airspace Link products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (h) defame, abuse, harass, stalk, or threaten others; (i) interfere with or disrupt the APIs or the servers or networks providing the APIs; (j) promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements; (k) use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems); or (l) use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State.
2.6 API Limitations. Airspace Link sets and enforces limits on use of APIs (e.g. limiting the number of API requests that Licensee may make or the number of End Users Licensee may serve), in its sole discretion. Licensee agrees to, and will not attempt to circumvent, such limitations documented with each API.
2.7 Prohibited Use. Licensee may not, and agrees not to install or use the API, support Documentation, or the Service if: (a) Licensee is barred from accessing or using the API, support Documentation, or the Service under the laws of the country in which Licensee is located; or (b) Licensee provides or develops a product or service that is competitive with, a substitute for, or substantially similar to the Service at any time during the term of these Terms.
3. END USER TERMS.
3.1. End User License Agreement. Licensee will ensure that, prior to an End User’s access or use of an Application, the End User is bound by an end user license agreement with Licensee that contains terms that are at least as protective of Airspace Link, the API, Airspace Links Intellectual Property Rights and the Service as the terms and conditions set forth in these Terms and satisfies the other requirements set forth in this Section 3.1 (a “EULA”). The EULA must expressly provide that:
(a) the fact that the Service may report that there is no flight restriction in effect does not guarantee that it is safe, legal or otherwise advisable to operate a UAV and the End User is responsible for exercising reasonable judgment when evaluating whether or not it is safe, legal or otherwise advisable to fly a UAV at a given time or place;
(b) the Content and Service may include information from aviation authorities, municipalities, or other publicly available sources, and any manned airspace information contained therein is typically updated at industry-standard twenty-eight (28) day intervals;
(c) the Services do not provide or constitute any consent or approval which may be required from any authority or any property owner to fly a UAV at a given time or place;
(d) the End User’s use of the Application and any UAV is at such End User’s sole risk and the End User acknowledges that the data provided via the Application may not be accurate; and
(e) the End User may not use the Application to provide any third party with any feedback or additional data regarding any airspace data made available by Airspace Link.
Airspace Link will be a third party beneficiary of each EULA and reserves the right at any time to require Licensee to enforce the terms of any EULA if the End User fails to comply with any material terms of that EULA. If Licensee becomes aware of, or Airspace Link notifies Licensee regarding, any failure to comply with the terms set forth in this Section 3.1, Licensee will promptly respond to and investigate each such notice and will take all necessary measures to promptly remedy such noncompliance within no more than five (5) business days. Licensee will promptly notify Airspace Link upon becoming aware of any use of an Application in a manner that is not in compliance with the terms and conditions described in this Section 3.1. As between the parties, Licensee is solely responsible for any violation of any Laws or breach of any applicable third party terms or conditions by Licensee or any End User.
3.3. Location Data. To query the Service, Licensee or Licensee’s End Users may need to provide accurate Personal Data, including location data, and such other data only as required in connection with the Service. Airspace Link may use and disclose such any data to provide and improve the Content and Service and for any other purpose; and Licensee, on behalf of itself and End Users, hereby grants and agrees to grant to Airspace Link a worldwide, non-exclusive, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to commercialize, practice and use such data for any purpose. Licensee agrees to not provide Airspace Link with any Personal Data beyond what is required by the Service without Airspace Link’s prior written consent. Licensee represents and warrants that the data Licensee or Licensee’s End Users provides to Airspace Link has been collected, transmitted, maintained, processed, and used in compliance with all Laws and policies, Without limiting the generality of the foregoing, Licensee will notify and obtain consent from each End User prior to the collection, transmission, maintenance, processing, or other use of End User’s location data and if such consent is denied or withdrawn, Licensee will not, whether via an Application or otherwise, collect, transmit, maintain, process or use the applicable End User’s location data or Personal Data or perform any other actions for which such End User’s consent has been denied or withdrawn. For clarity, Licensee will comply with all Data Protection Laws in connection with this Section.
4. APPLICATION SPECIFICATIONS AND LICENSEE OBLIGATIONS.
4.1. Prohibited Uses and Modifications. Licensee will ensure that each Application complies with all Laws, including those in any jurisdictions in which such Application may be offered or made available. No Application will be designed, marketed, or used for control of manned aircraft or vehicles, any machinery that is not a UAV, or for any emergency or life-saving purposes. No Application may disable, override, or otherwise interfere with any system alerts, warnings, display panels, consent panels and the like implemented or required by Airspace Link, including those that are intended to notify the End User that the End User’s location data is being collected, transmitted, maintained, processed, or used, or intended to obtain consent for such use. Licensee warrants that it will not make any deceptive or misleading representations or statements regarding Airspace Link, the API or the Service, including Licensee’s relationship thereto, whether to an End User or any third party.
4.2. Content Restrictions. Licensee will ensure that each Application does not: (a) use, store, incorporate or make available any airspace data (whether owned, controlled or licensed by Licensee or any third party) in or through such Application, other than the Airspace Link content made available by Airspace Link to Licensee via the Service under these Terms; (b) contain any malware, malicious or harmful code, program or other internal component (e.g., computer viruses, Trojan horses, or “backdoors”) which could damage, destroy or adversely affect any software, firmware, hardware, data, systems, features or networks; (c) contain any content that shocks the conscience, or that may be considered hateful, obscene, pornographic or defamatory; or (d) include any content that Licensee does not either own or have permission from the applicable content owners to use in such Application.
4.3. API Keys. Airspace Link may allocate one or more Keys to Licensee to enable Licensee or its End Users to access the Service. Licensee may only access the Service through a Key allocated expressly to Licensee. Licensee will not permit or enable the Application to make any API calls without the applicable Key. Airspace Link may allocate or decline to allocate a Key to Licensee or an End User on an API-by-API basis, and may allocate different Keys for development and production purposes. Licensee will not develop, distribute or use any functionality that would disable, hack or bypass any security measures or digital rights management mechanisms, including accessing or using proprietary, internal or legacy application programming interfaces or data feeds that are not intended by Airspace Link to be available to Licensee. Keys may be subject to suspension or deactivation by Airspace Link to ensure usage consistent with these Terms. Licensee will not, and will not assist or enable any third party to, falsify or alter any Key or otherwise obscure or alter the source of calls coming from an Application. Licensee is responsible for maintaining the confidentiality and security of all usernames, passwords, Keys, and other credentials issued to Licensee by Airspace Link.
4.4 Evaluation by Airspace Link. Airspace Link may monitor Licensee’s use of the APIs. Licensee will not interfere with such monitoring. Licensee will, on a monthly basis, provide Airspace Link with a list of all Applications using or incorporating the API or otherwise accessing the Service. Upon Airspace Link’s request, Licensee will provide Airspace Link, at no charge, with fully operational access to an Application (including test accounts, etc.) for purposes of evaluating (a) compliance with the terms and conditions of these Terms; (b) compatibility with the Service; and (c) the security of such Application. Licensee further agrees that Airspace Link may (but has no obligation to) carry out such compliance, compatibility and security testing, and Licensee hereby grants to Airspace Link a non-exclusive, worldwide, royalty-free, sublicensable, perpetual license to use such Application for such purposes. Airspace Link may delay or prevent the activation of Licensee’s Key for such Application, or delay or prevent the use of all or any portion of the API in connection with such Application, until the successful completion of any such testing. Airspace Link may reject any Application for any reason and at any time (including after the activation of a Key for such Application or otherwise after the use of the API in connection with such Application), in Airspace Link’s discretion.Airspace Link may suspend access to the APIs or Service without notice if it reasonably believes that Licensee is in violation of these Terms.
4.5. Marketing. Each Application will clearly and conspicuously attribute Airspace Link as the source of any data that is based on or derived from data provided by Airspace Link, including by displaying the Airspace Link logo (in a manner reasonably acceptable to Airspace Link) on any map that incorporates any such data. Licensee will remove any such reference or logo at Airspace Link’s request.
5.1. Inclusion. Licensee will not remove or alter any copyright, patent, confidentiality or other proprietary notices appearing on or in copies of the API or the Service.
6. PROPRIETARY RIGHTS.
6.1. API and the Service. Airspace Link will retain all of its Intellectual Property Rights in the API and the Service, including any improvement, derivatives, modifications, updates and upgrades derived from Licensee’s or third party use of the Licensed Services or APIs. Each party agrees that it will acquire no Intellectual Property Rights under these Terms except for the rights expressly set forth in these Terms. For the avoidance of doubt, the API, supporting Documentation, and Service is licensed solely for use under the terms and conditions of these Terms, and Airspace Link reserves to itself all rights not expressly granted to Licensee under these Terms. Licensee will not, and will not assist any third party to, contest (except to the extent that such prohibition is prohibited by Law) the validity of, or take any action that is inconsistent with, or could directly or indirectly impair, infringe, derogate from or encumber, Airspace Link’s rights in the API or the Service.
6.2. Applications. Airspace Link agrees that other than (a) any portion of the API incorporated into Licensee’s Application, or (b) except as set forth in Sections 4.5, Airspace Link obtains no right, title or interest from Licensee (or Licensee’s licensors) under these Terms in or to any Application, including any Intellectual Property Rights therein. Licensee represents and warrants that each Application (including its development, marketing, distribution and use) does not infringe the Intellectual Property Rights of any third party, and that Licensee has obtained all necessary consents with respect to any third-party Intellectual Property Rights.
6.3. Feedback. Licensee and End Users may provide Airspace Link with feedback, information, content, or data in connection with its use of or with regard to the API or the Service (“Feedback”). Licensee, on behalf of itself and End Users, hereby grants and agrees to grant to Airspace Link a worldwide, non-exclusive, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to commercialize, practice and use the Feedback for any purpose. Airspace Link retains all ownership and Intellectual Property Rights to derivative works, enhancements or modifications developed, prepared or created using Feedback and anything developed and delivered by Airspace Link under these Terms.
6.4. Trademark License. Each party hereby grants to the other party a non-exclusive, royalty-free, worldwide right and license to use, reproduce, publish, distribute and publicly display the other party’s names, trade names, trademarks, logos and service marks (“Marks”) in order to reference the other party and the general activities described in these Terms in promotional, advertising and marketing materials, subject to the prior written consent from proprietor of the Marks. Each party agrees that any goodwill generated by a party in any Marks owned by the other party will inure to the benefit of proprietor of the Marks. Without limiting the foregoing, all Applications using a map with Airspace Link data must include proper attribution to Airspace Link by displaying the Airspace Link logo visibly on such map.
6.5. Third Party Components. Airspace Link does not own, and makes no claim to own, the Intellectual Property Rights in any Third-Party Components and no Third Party Components are licensed to Licensee by Airspace Link. Licensee is solely responsible for obtaining all necessary consents and other rights with respect to such Third-Party Components and, subject to the terms and conditions of these Terms, Licensee will comply with all third party terms, conditions and policies that apply to such consents and other rights. Airspace Link is not responsible for any use of the API to run any applications developed by a third party or any applications that access Third-Party Components, including for any performance, quality, accuracy, reliability or other aspect related to such use. Licensee is solely responsible and liable for accessing or using Third-Party Components, and Airspace Link is not liable for any loss or damage that Licensee may suffer as a result of accessing or using such Third-Party Components. At no time will Licensee do anything (including develop, market or distribute any Application) that in any way would cause any portion of the Service, the API or other Airspace Link proprietary software to be subject to any open-source license, including any “copyleft” license.
7. COMPLIANCE WITH LAWS.
Licensee represents, warrants and undertakes that it has complied, and shall comply, with its applicable obligations under any Laws, including any Data Protection Laws.
7.1. This includes, without limitation, obtaining valid and effective consent from EU Data Subjects or other lawful basis for the transfer of Personal Data to Airspace Link and the processing and storage of Personal Data by Airspace Link envisaged by these Terms
7.2. In addition to GDPR or CCPA-related terms elsewhere in these Terms, Licensee may have additional obligations under the GDPR or CCPA, depending on how it uses the API or Service. By continuing to use the Service, Licensee understands and agrees that it may have additional obligations under the GDPR or CCPA and that it will notify Airspace Link of any requirements that its use of the API or Service may impose on Airspace Link, as well as the following terms:
a. To the extent Licensee acts as a processor of Personal Data on behalf of Airspace Link, Licensee shall only process such Personal Data on behalf of Airspace Link in accordance with these Terms and shall not sell, retain, use or disclose Personal Data for any purpose other than for the specific purposes provided in these Terms, and to comply with applicable Law, including retaining, using, or disclosing the Personal Data for a commercial purpose other than providing such Services or retaining, using or disclosing the Personal Data outside of the direct business relationship between Licensee and Airspace Link.
b. Licensee will reasonably cooperate and assist Airspace Link with meeting its CCPA compliance obligations and responding to CCPA related inquiries. To the extent permitted by Law, immediately inform Airspace Link of all requests Licensee receives from EU Data Subjects (including Verifiable Consumer Requests under CCPA) exercising their applicable rights under the applicable Law of access to, or correction or erasure of, their Personal Data, their right to restrict or object to processing, or their right to data portability. Licensee will not respond to these requests, unless Airspace Link instructs Licensee in writing to do so.
c. To the extent applicable, Licensee certifies that it understands and will comply with the requirements in these Terms relating to GDPR and CCPA.
7.3.Data Collection. Licensee agrees that it is solely responsible for obtaining all required consents in connection with any use of the Services or API, which consents will be compliant with all applicable data protection legislation and other Data Protection Laws. Without limiting the forgoing, before collecting any information about any individual or providing that data to Airspace Link via an Application, Licensee shall provide such individual with adequate notice of what information it collects and how it will be used and/or shared and obtain any necessary consents regarding the collection, use or sharing of such data.
8.1. Licensee will limit Personal Data collection, use, retention, and disclosure to activities reasonably necessary and proportionate to achieve the contracted business purpose or another compatible operational purpose.
8.2. If a law requires Licensee to disclose Personal Data for a purpose unrelated to the contracted business purpose, Licensee must first inform Airspace Link of the legal requirement and give Airspace Link an opportunity to object or challenge the requirement, unless the law prohibits such notice.
8.3. Employees and Subcontractors.
a. Licensee will ensure that all its employees:
(i) are informed of the confidential nature of the Personal Data and are bound by confidentiality obligations and use restrictions in respect of the Personal Data;
(ii) have undertaken training on the CCPA relating to handling Personal Data and how it applies to their particular duties; and
(iii) are aware both of Licensee’s duties and their personal duties and obligations under the CCPA and these Terms.
b. Licensee will take reasonable steps to ensure the reliability, integrity and trustworthiness of and conduct background checks consistent with applicable law on all of Licensee’s authorized employees with access to the Personal Data.
c. Licensee may not use subcontractors to provide the contracted business with the consent of Airspace Link. Provided writtenpermission is granted by Airspace Link, Licensee may then engage indiscussions with subcontractors as it deems necessary or useful to aid in theperformance of any Services hereunder; provided that notwithstandinganything to the contrary set forth above, Licensee will remain fully liable toAirspace Link for the subcontractor's performance of its agreement obligations.
a. Licensee will ensure that each Application contains protections that are adequate to keep secure and prevent the interception of any information transmitted to, from or through the Service or API. Licensee will ensure that each Application receives and transmits such information with a protocol at least as secure as TLS v1.2 cipher suites, and in any event with protocols that are at least as secure as those being accepted by the Service.
b. Without limiting the foregoing, Licensee shall implement administrative, physical, and technical safeguards to protect Personal Data from unauthorized access, acquisition, or disclosure, destruction, alteration, accidental loss, misuse, or damage that are no less rigorous than accepted industry practices and shall ensure that all such safeguards, including the manner in which Personal Data is created, collected, accessed, received, used, stored, processed, disposed of, and disclosed, comply with applicable Data Protection Laws, as well as these Terms., on an ongoing basis
8.5 Security Breach Procedures.
a. Licensee will notify Airspace Link immediately, but in any case no less than twenty-four (24) hours after Licensee becomes aware, of any security deficiencies (including any actual or suspected theft, loss or misuse of data or actual or suspected vulnerabilities that may result in any such theft, loss or misuse) that Licensee discovers or suspects in connection with any Application, the API, or the Service, or of any other breach of security relating to the API or the Service.
b. Immediately following Licensee’s notification to Airspace Link of an actual or potential security breach, Airspace Link shall coordinate with Licensee to further investigate. Licensee agrees to fully cooperate with Airspace Link in Airspace Link’s handling of the matter. Licensee shall reimburse Airspace Link for all actual costs incurred by Airspace Link in responding to, and mitigating damages caused by, any security breach, including all costs of notice and/or remediation.
c. Licensee agrees to maintain and preserve all documents, records, and other data related to any security breach. Licensee agrees that Licensee shall not inform any third party of any security breach without first obtaining Airspace Link's prior written consent, other than to inform a complainant that the matter has been forwarded to Airspace Link’s legal counsel. Licensee agrees to fully cooperate at its own expense with Airspace Link in any litigation, investigation, or other action deemed reasonably necessary by Airspace Link to protect its rights relating to the use, disclosure, protection, and maintenance of Personal Data.
8.7. Audits. At least once per year, Licensee shall conduct site audits of its information technology and information security controls for all facilities used in complying with Licensee’s obligations under these Terms, including, but not limited to, obtaining a network-level vulnerability assessment performed by a recognized third-party audit firm based on recognized industry best practices and provide any report from such audit to Airspace Link upon Airspace Link’s request. Licensee will promptly address any exceptions noted in such audit reports on the SOC reports, or other audit reports, with the development and implementation of a corrective action plan by Licensee’s management.
9. SUPPORT AND MAINTENANCE.
Licensee is solely responsible for all aspects of each Application, including any maintenance, technical or other support for End Users or others in connection with such Application. Further, Airspace Link is not obligated to provide any maintenance, technical or other support for the Service or API, but may elect to do so solely in its discretion.
10. EXPORT CONTROLS.
Each party will comply with the export Laws of the United States and other applicable jurisdictions in providing and using the API or the Service. Without limiting the generality of the foregoing, Licensee will not make the API or the Service available to any third party that: (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
11. WARRANTIES AND DISCLAIMERS.
11.1 Licensee represents and warrants that it shall be solely responsible for (a) any warranties it makes to End Users and shall not represent or otherwise suggest otherwise to End Users, and (b) compliance with all Laws applicable to it and its use of the Service and APIs.
11.2 Disclaimer of Warranties. NEITHER AIRSPACE LINK NOR ITS AFFILIATES MAKE ANY WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE API OR THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD- PARTY RIGHTS, INFORMATIONAL CONTENT, PERFORMANCE (INCLUDING RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE API OR THE SERVICE), SYSTEMS INTEGRATION, INTERFERENCE WITH ENJOYMENT, OR OTHERWISE, AND THOSE WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE THAT USE OF THE API OR THE SERVICE WILL BE ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED, THAT THE API OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY ERRORS OR DEFECTS IN THE API OR THE SERVICE WILL BE CORRECTED, OR THAT THE API OR THE SERVICE’ FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS, INCLUDING COMPLIANCE WITH LAWS APPLICABLE TO LICENSEE (INCLUDING ANY PARTICULAR DATA PRIVACY, SECURITY OR RELATED LAW). EXCEPT AS EXPRESSLY SET FORTH HEREIN, USE OF THE API OR THE SERVICE IS AT LICENSEE’S OWN RISK ON AN “AS IS” BASIS, AND LICENSEE ACCEPTS RESPONSIBILITY FOR THE SELECTION AND ASSESSMENT OF THE API OR THE SERVICE TO ACHIEVE ITS INTENDED RESULTS AND TO MEET PRIVACY AND SECURITY REQUIREMENTS TO WHICH IT IS SUBJECT. AIRSPACE LINK, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE API OR THE SERVICE FOR HIGH-RISK ACTIVITIES, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, MANNED AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR WEAPONS SYSTEMS ENVIRONMENTS.
12.1 Existing Nondisclosure Agreement. In the event Licensee and Airspace Link entered into a nondisclosure agreement to protect Confidential Information, Licensee and Airspace Link agree that these Terms and all information, services, and materials provided hereunder as well as the terms herein itself shall be governed by that nondisclosure agreement. In the event that the term of the nondisclosure agreement expires prior to the expiration of these Terms, Airspace Link and Licensee agree that the nondisclosure agreement shall automatically extend in full force and effect through the end of the term of these Terms. In the event that the terms of the nondisclosure agreement conflict with these Terms, Airspace Link and Licensee agree that these Terms shall control.
12.2 Confidentiality. In the event Licensee and Airspace Link have not entered into a nondisclosure agreement, this Section 12.2 will govern Licensee’s access of Confidential Information. Licensee may obtain access to Confidential Information in connection with these Terms. Licensee agrees to (a) take reasonable steps to protect the Confidential Information, provided that such steps must be at least as protective as those that Licensee takes to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care; (b) permit access to Confidential Information only to those employees, contractors and agents of Licensee who need to know such information, and who have agreed to keep such information confidential under confidentiality obligations at least as protective of Airspace Link as those set forth in these Terms; (c) not disclose, publish or communicate Confidential Information to any third party (or authorize its employees, agents or anyone else to do so) except as expressly permitted under these Terms; and (d) use and disclose Confidential Information only for purposes set forth in these Terms.
12.3 Publicity. Except as provided herein, neither party may use the name of the other party in any news release, public announcement, advertisement or other form of publicity without the prior written consent of the other party.
13.1 Airspace Link may terminate or suspend your use of the API or Service at any time and without prior notice, for any or no reason, including if Airspace Link believes that you have violated or acted inconsistently with the letter or spirit of these Terms. Upon any such termination or suspension, your right to use the API or Service will immediately cease, and Airspace Link may, without liability to you or any third party, immediately deactivate or delete your username, password and account, and all associated materials, without any obligation to provide any further access to such materials.
13.2 Effects of Termination. Notwithstanding anything to the contrary in these Terms, no termination of these Terms will relieve Licensee of any of its obligations or liabilities accrued prior to such termination. Upon termination for any reason: (a) all rights granted to Licensee under these Terms will immediately cease; (b) Licensee will immediately cease all activities authorized by these Terms; and (c) Licensee will immediately cease using, and will immediately destroy or return to Airspace Link (at Airspace Link’s option), all copies of the API, Airspace Link’s Confidential Information, Personal Data, support documentation, and of any derivatives thereof then in Licensee’s possession, custody or control and, in the case of destruction, certify to Airspace Link that Licensee has done so. Termination of these Terms by Airspace Link will be without prejudice to any other right or remedy that Airspace Link may have, now or in the future.
14. LIMITATION OF LIABILITY.
14.1. IN NO EVENT WILL AIRSPACE LINK OR ITS AFFILIATES BE LIABLE TO LICENSEE, ITS AFFILIATES, END USERS OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) FOR ANY LOSS OF PRODUCTION, LOSS OF OR CORRUPTION OF DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS OR OF REVENUES, LOSS OF OPERATION TIME, WASTED MANAGEMENT TIME, LOSS OF GOODWILL OR REPUTATION ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, OR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE WHATSOEVER AND WHETHER OR NOT AIRSPACE LINK OR ITS AFFILIATES HAVE BEEN ADVISED OF SUCH POSSIBILITY. WITHOUT LIMITING THE FOREGOING, THE TOTAL AGGREGATE LIABILITY OF AIRSPACE LINK AND ITS AFFILIATES TO LICENSEE, ITS AFFILIATES, END USERS OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING UNDER THESE TERMS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE THOUSAND DOLLARS ($1,000.00).
14.2. NO CLAIM OR ACTION RELATED TO THESE TERMS OR TO AIRSPACE LINK, OR ITS AFFILIATES MAY BE BROUGHT LATER THAN ONE (1) YEAR FROM THE DATE WHEN THE CLAIM FIRST AROSE. IF ANY SUCH CLAIM IS NOT FILED WITHIN SUCH TIME PERIOD, SUCH CLAIM IS PERMANENTLY BARRED. THIS RESTRICTION APPLIES TO LICENSEE, LICENSEE’S SUCCESSORS AND END USERS.
15.1. Generally. Licensee will, at its expense, defend, indemnify and hold harmless Airspace Link, Airspace Link’s Affiliates, and its and their respective directors, officers, employees, partners, agents, invitees and contractors (collectively, “Airspace Link Indemnified Parties”) from any losses, liabilities, damages, awards, settlements, judgments, fees, costs and expenses (including reasonable attorneys’ fees and costs of suit) (collectively, “Losses”) arising out of or relating to any assertion, claim, allegation, action, demand, proceeding or suit (“Claim”) brought against any Airspace Link Indemnified Party that arises out of or relates, in whole or in part, to (a) Licensee’s negligence or willful misconduct; (b) any breach (or claim or allegation that, if true, would be a breach) of these Terms; (c) any allegation that Licensee or an Application misappropriates or infringes any third-party’s Intellectual Property Right; (d) Licensee’s access to or use of the Service or API, or Airspace Link’s use of an End User’s Personal Data as contemplated by these Terms; (e) any Application, its development, marketing, distribution or use, or any transactions conducted through it or Personal Data transmitted through it; (f) the operation of Licensee’s business in connection with the Service or API; (g) Licensee’s failure or alleged failure to comply with any and all Laws, including in connection with Personal Data collected from End Users and shared with Airspace Link under these Terms; or (i) any suspension or termination of Licensee’s or any Application’s use of the Service or API (including any such suspension or termination caused by Airspace Link). Licensee will not settle any indemnified Claim without Airspace Link’s express prior written consent, and Airspace Link may, at any time, elect to assume control of the defense and settlement of any indemnified Claim upon written notice to Licensee.
15.2. Infringement of Intellectual Property Rights. In the event that any aspect of an Application becomes (or in Airspace Link’s reasonable opinion is likely to become) the object of any pending or threatened Claim as set forth in Section 14.1 above, Licensee will cease using the API and Service in connection with such Application as soon as reasonably feasible and Licensee will notify such Application’s End Users that such Application is unavailable.
17. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS.
Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Licensee’s rights under these Terms or delegate performance of Licensee’s duties under these Terms without Airspace Link’s prior written consent. Any purported assignment, sale, transfer, delegation or other disposition by Licensee, except as permitted herein, will be null and void. Airspace Link may assign, transfer or sublicense any or all of its rights or obligations under these Terms without restriction. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
18. SEVERABILITY; INTERPRETATION.
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be of no force or effectbut theremaining provisions of these Terms shall remain in effect. The parties shall meet and confer in good faith with respect to any provision found to be in contravention of the law in order to agree on a substitute provision. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. The words “include” and “including” will not be construed as terms of limitation and will therefore mean “including but not limited to” and “including without limitation.”
19. RELATIONSHIP OF THE PARTIES.
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties. These Terms are non-exclusive. Licensee agrees that Airspace Link may develop products or services that may compete with the Application or any other products or services.
20. THIRD PARTY BENEFICIARIES.
Licensee acknowledges and agrees that each Airspace Link Affiliate is a third-party beneficiary to these Terms, and that each such Airspace Link Affiliate is entitled to enforce any provision of these Terms that confers a benefit on it. For the avoidance of doubt, no other entity is a third-party beneficiary to these Terms.