SAAS Terms Of Use

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FlytBase, Inc., doing business as FlytBase (“FlytBase”, “us”, or “we”), provides www.flytbase.com (the “Site”), and the other websites under the flytbase.com domain and the flytnow.com domain and the flytsecurity.ai domain (collectively, the “Sites”) and our SaaS platform, software code, application programming interfaces (APIs), plugins, tools, simulator, mobile applications and related services (together with the Sites, the “Services”).

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These are the Software-as-a-Service (SaaS) terms of use when utilizing the Services. For terms relating to the use of Sites, please see the Website Terms of Use, at https://flytbase.com/terms-of-use.

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Consent

By accessing and/or using our Services, you agree to the below terms of use and our Privacy Policy (https://flytbase.com/privacy-policy/). Please read the below terms of use carefully and immediately cease using the Services if you do not agree.

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We reserve the right to change the SaaS Terms of Use (the “Terms”) from time to time. You acknowledge and agree that it is your responsibility to review the Terms periodically to learn of any modifications. Your continued access of the Services after such posting constitutes your consent to be bound by the modified SaaS Terms of Use.

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These Terms, and any other terms and policies referred to in these Terms, form an agreement (“Agreement”) between us and the user of our Services (referred to as “user” or “you”).

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You agree that a) you have had an opportunity to read this Agreement, b) you agree to its terms and c) prior to executing it, you have been provided with the opportunity to seek independent legal advice about the terms.  You must pay your own costs and expenses (including legal costs) in connection with the execution of this Agreement and any document relating to it.

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Using Our Services

You must follow any policies made available to you within the Services. You may use our Services only as permitted by law, including applicable export and re-export control laws and regulations. We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

In connection with your use of the Services, we may send you announcements, administrative messages, and other information. You may opt out of some of those communications.

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Intellectual Property Rights

Intellectual Property Rights means all present and future rights to:

1. copyright;
2. registered or unregistered designs, patents, trade marks, service marks;
3. trade, business, company or domain names;
4. know-how, inventions, processes, trade secrets;
5. circuit layouts, databases or source codes; and
6. any similar rights in any part of the world,

including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.

Using our Services does not give you ownership of any Intellectual Property Rights in our Services or the content you access other than as expressly set out in these Terms. Other than User Content (addressed below), you may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law. These terms do not grant you the right to use any branding or logos used in our Services. Don’t remove, obscure, or alter any legal notices displayed in or along with our Services.

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Eligibility

You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant to us that:

(a) you are at least 18 years old;

(b) you have not previously been suspended or removed from the Services;

(c) you have not previously been convicted of a crime or violated any FAA or other aviation regulation;

(d) your registration and your use of the Services is in compliance with all applicable laws and regulations; and

(e) you are not a member of any military or armed forces organization.

If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind that organization to these Terms and you agree to be bound by these Terms on behalf of that organization.

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User Responsibility for Aircraft

You are solely responsible for ensuring that you comply with all applicable legal requirements for the operation of any aircraft, including any requirement that you detect and avoid other aircrafts. You must at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of unmanned aerial devices and your use of the Services in your territory of operation, including any applicable laws with regard to privacy. You will obtain and maintain all necessary licenses, consent, and authorizations of any kind.

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Your FlytBase Account

You may need a FlytBase Account in order to use some of our Services. You may create your own FlytBase Account, or your FlytBase Account may be assigned to you by an administrator, such as your employer. An account is defined as one named user individual (“User”) that can use the Services at a time. Multiple Users may not use the same User account, and only one human being can be associated with a particular User account. If you are using a FlytBase Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.

To protect your FlytBase Account, keep your personal information and password (“Credentials”) confidential. You are responsible for the activity that happens on or through your FlytBase Account. Try not to reuse your FlytBase Account password on third-party applications.

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SaaS License

FlytBase owns, or holds the relevant rights to, the Services and will license the use of the Services to you, at your request. This Agreement sets out the terms upon which FlytBase has agreed to grant a license to you to use the Services.

Subject to your compliance with these Terms, and in consideration for fees (as set out in the Services) or on a free basis (at the sole discretion of FlytBase), FlytBase hereby grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license (“License”) to: (i) access and use the Services on your personal device; and (ii) access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by FlytBase and FlytBase’s licensors.

You agree that the License:

1. commences from the day you are granted access to the Services by FlytBase (“Effective Date”);
2. permits you to use the Services in accordance with the Services’ normal operating procedures; and

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of the Services, unless laws prohibit those restrictions or you have our written permission.

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Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services must be retained on any copies.

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The Services may contain or be accompanied by software code provided by third parties (“Third Party Software”) that is subject to separate license terms (the “Third Party Terms”), and not any license contained in these Terms. Your use of the Third Party Software in conjunction with the Services in a manner consistent with the Terms is permitted. However, you may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third Party Software.

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Term

The term of this Agreement takes effect on and from the Effective Date and continues for the time period specified by FlytBase to you via email communication or as indicated in your online account (“Term”) - or otherwise indefinitely, unless this Agreement is terminated earlier by FlytBase, in accordance with the terms of this Agreement.

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License Restrictions

You must not access or use the Services except as permitted by the License and may not do or authorize the commission of any act that would or might invalidate or be inconsistent with FlytBase’s Intellectual Property Rights in the Services. Without limiting the foregoing provisions, you agree and acknowledge that you must not and will not permit any person to:

1. resell, assign, transfer, distribute or provide others with access to the Services;
2. “frame”, “mirror” or serve any of the Services on any web server or other computer server over the Internet or any other network;
3. copy, alter, modify, create derivative works from, reproduce, resell, transfer to a third party, reverse assemble, reverse engineer, reverse compile or enhance the Services; or
4. alter, remove or tamper with any trademarks, any patent or copyright notices, or any confidentiality legend or notice, or any numbers, or other means of identification used on or in relation to the Services.

You must not use the Services in any way which is in breach of any statute, regulation, law or legal right of any person in jurisdictions in which you are located.

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Your Responsibilities & Obligations

You agree to provide all materials as required by FlytBase from time to time for FlytBase to perform the Services.

You must, at your own expense:

• provide all reasonable assistance and cooperation to FlytBase in order to enable the FlytBase to supply the Services in an efficient and timely manner including but not limited to obtaining from Authorized Users any consents necessary to allow FlytBase to provide the Services;
• use reasonable endeavours to ensure the integrity of the Data;
• permit FlytBase and its personnel to have reasonable access to the your environment, drone, hardware, software, equipment and network, for the purposes of supplying the Services;
• ensure that only Authorized Users will access and use the Services and such use and access will be in accordance with the terms and conditions of the License; and
• make any changes to your environment, drone, hardware, software, equipment and network, that may be required to support the delivery and operation of any Services.

You acknowledge and agree that:

1. you are responsible for all users using the Services including Authorized Users;
2. you will use the Services at your own risk;
3. you, not FlytBase, will be liable for any loss or damage from your failure to protect your Credentials;
4. FlytBase may alter or update your Credentials, or Credentials of the Authorized Users, at any time throughout the Term;
5. you are responsible for all content posted and activity that occurs under your account;
6. technical processing and transmission of Services, including User Content, may be transferred unencrypted and involve (a) transmissions over various networks; and (b) changes to conform and adapt to technical requirements of connecting networks or devices;
7. FlytBase may pursue any available equitable or other remedy against you as a result of a breach by you of any provision of this Agreement.

Prohibited Use

You acknowledge and agree that this Agreement incorporates by reference the terms of the Acceptable Use policy as set out on FlytBase’s website (https://flytbase.com/terms-of-use) and that the policy in its entirety applies to the Sites and Services.

You also acknowledge and agree that you will not, and will ensure each Authorized User does not:

1. violate the Acceptable Use policy
2. break any law or infringe any person’s rights including but not limited to Intellectual Property Rights;
3. transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted; or
4. damage, interfere with or interrupt the supply of the Services.

Authorized Users

Authorized Users are user(s) permitted to use the Services including User Content, and the content generated by, or the output of, the Services.

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User Content

"User Content" means any and all information and content displayed, shared, uploaded, transferred, published, posted, used, distributed or disseminated with the Services by Authorized Users of the Services or through such user’s Credentials on the Services. Certain features of the Services may permit users to generate or post content, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by a drone or device. Such content is also included in User Content.

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User Content License

To provide our Service, we do require a license to your User Content, so that we can store your data on our servers, process it and transmit it to you: when you upload, submit, store, send or receive content to or through our Services, you hereby grant to FlytBase (and those we work with) a non-exclusive, worldwide license to use, store, reproduce, process, modify, publish, transmit, display, and distribute your User Content. The rights you grant in this license are for the limited purpose of operating and improving our Services, and to develop new products and services. This license continues even if you stop using our Services.

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Why do we need these rights? The following situations are a few examples of where we would need these rights:

1. In order to receive your uploaded images, we need the right to store and transmit the data.
2. We need the rights to store, transmit, process, modify the User Content in order to turn your data into different forms of maps and models.
3. If you would like to see the resulting maps/models and share them with people you have selected using FlytBase, we need the rights to transmit, display and distribute your User Content.
4. To test, modify, enhance and improve the Services, and/or for diagnostic purposes, whether requested by you or not.

FlytBase will maintain commercially reasonable security measures to protect User Content in its possession or control, or in the possession or control of its personnel, from unauthorized access, use, copying or disclosure.

If you choose to share materials, solutions and/or ideas with others using the Services, you agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

In the absence of a written agreement with FlytBase to the contrary, you agree that you will not submit to FlytBase any information or ideas that you consider to be confidential or proprietary.

FlytBase’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that FlytBase can use such data in accordance with our privacy policies.

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User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you represent, and warrant that: you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize FlytBase and users of the Services to use and distribute your User Content; and your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe any third-party right, including any Intellectual Property Right, privacy right or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

You understand that by using the Services, you may be given access to drone data for your information and personal use solely as intended through the provided functionality of the Services and as permitted under these Terms. You are solely responsible for your own User Content and the consequences of posting your User Content on the Services, including your use of the Services that results in a violation of any individual’s or organization’s privacy rights.

Your interactions with other users of the Services are solely between you and such user. You agree that FlytBase will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved.

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You acknowledge and agree that any collation, conversion and analysis of User Content performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of User Content. FlytBase is not liable for any such errors, omissions, delays or losses. You acknowledge and agree that you are responsible for adopting reasonable measures to limit the impact of such loss or error.

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User Content Disclaimer

We are under no obligation to edit or control User Content that you or other users post or publish and will not be in any way responsible or liable for User Content. FlytBase may, however, at any time and without prior notice, screen, remove, edit, or block any User Content that in our sole judgment violates these Terms or is otherwise objectionable. You agree to waive, and hereby do waive, any legal or equitable rights or remedies you have or may have against FlytBase with respect to User Content.

FlytBase is not responsible for the integrity or existence of any User Content on your environment, hardware and software, computer equipment, network or any device.

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Support and Service

During the term of this Agreement, FlytBase will provide the support services (as listed in the Services) in accordance with the service levels (as listed in the Services) during the support hours (as listed in the Services) provided that:

1. You provide FlytBase with sufficient information about the problems faced for applicable Services in accordance with any applicable system and processes as set out on the Site, as applicable; and
2. Where required, you assist with investigating and ascertaining the cause of the fault and provide to FlytBase all necessary information relevant to the fault (including but not limited to what you have done in relation to the fault).

Ownership & Proprietary Rights

The Services are owned and operated by FlytBase. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Services (“Materials”) provided by FlytBase are protected by intellectual property and other laws. Except as expressly authorized by FlytBase, you may not make use of the Materials.

In addition, we will own any and all right, title, and interest in, and to any feedback, suggestions, information, or materials you convey to us related to the Services in connection with your use of the Services (“Feedback”). You hereby assign to FlytBase all right, title, and interest in such Feedback.

You grant to FlytBase a non-exclusive, royalty free, non-transferable and revocable licence to use any of your Intellectual Property Rights as reasonably required for FlytBase to provide Services to you.

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Confidentiality

FlytBase Confidential Information includes information or documentation which:

1. is disclosed to you in connection with this Agreement (whether before or after the Effective Date);
2. is prepared or produced under or in connection with this Agreement (whether before or after the Effective Date); or
3. relates to: the business, assets or affairs of FlytBase or the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and whether it is disclosed to you, acquired by you, overheard or learnt by you in any way whatsoever.

You must keep confidential, and not use or permit any unauthorized use of, FlytBase Confidential Information. This does not apply where:

1. the information is in, or comes into, the public domain (other than by a breach of this clause by you);
2. you have prior written consent of FlytBase;
3. the disclosure is required by law; or
4. the disclosure is required in order to comply with this Agreement.

You acknowledge and agree that monetary damages may not be an adequate remedy for a breach of this clause.  FlytBase is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause.

This clause will survive the termination or expiry of this Agreement.

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Exclusion of Competitors

You are prohibited from using our Services, including all content and software code, in any way that competes with our business.

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Non-Disparagement

Customer shall use Company’s Sites and Services in a manner that reflects favorably at all times on the good name, goodwill, and reputation of Company.  Customer shall avoid deceptive, misleading, or unethical practices that are or might be detrimental or disparaging to Company or Services. Customer shall not encourage others to disparage or denigrate Company or Services. For purposes of this Agreement, the term disparage includes, without limitation, comments or statements made in any matter or medium in the press, electronic or print media, social media or other public forums about Company or Services which would adversely affect the reputation or business of Company.

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Publicity

You grant FlytBase the right to identify you as a user in FlytBase’s promotional material. At any point in time you can submit a written request via email to support@flytbase.com to have FlytBase remove your name, within thirty days of your request, from promotional material.

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Third Party Ads and Websites

The Services may contain advertisements of third-parties or links to third-party websites, including those for Third Party Services (defined below), (collectively, "Third-Party Ads and Websites"). Such Third-Party Ads and Websites are not under the control of FlytBase. FlytBase is not responsible for the content or links in any Third-Party Ads and Websites. FlytBase provides these Third-Party Ads and Websites only as a convenience and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Ads and Websites. You use all content and links in Third-Party Ads and Websites at your own risk. When you leave the Services, our terms and policies no longer govern. You should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Ads and Websites, and should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any third party.

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Third Party Services

FlytBase may provide tools through the Services that enable you to export information, including User Content, to third-party services (such as AirMap, Built.io, OpenTok, etc.). By using any of these tools, you agree that we may transfer that information to the applicable third-party service. Third party services are not under our control, and we are not responsible for any third party service’s use of your exported information.

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Billing and Payment

Access to the Services requires you to purchase a subscription and to pay our automatically recurring monthly or annual subscription fees (“Fees”), as set out in the Services or informed to you by FlytBase. Access to certain features of the Services may require you to pay additional fees. All payments are in United States Dollars (USD, $), and are payable in advance, and are to be paid by credit card, Wire Transfers, or Bank Deposit.

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All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paid subscription plan will trigger a payment due immediately. For monthly payment subscription plans, the Services are billed automatically in advance on a monthly basis and the payment is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

You agree that in case of any disagreement with respect to the payment amounts due from you, FlytBase will have the sole discretion, in good faith, to make the final decision on such amounts.

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You agree that if any payment has not been made by you to FlytBase in accordance with the Agreement or as requested from you by FlytBase, we may (at our sole discretion):

1. immediately cease providing the Services, and recover as a debt due and immediately payable from you;
2. charge interest at a rate equal to 12% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
4. report you to any independent credit data agencies.

Subcontracting

You agree that FlytBase may engage subcontractors to perform the Services on its behalf.

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Non-Solicitation

You agree to not solicit or entice away, any person or organisation that was an actual or prospective, client, employee, contractor, representative, agent of, or developer to, FlytBase, during the Term of this Agreement. This clause will survive the termination or expiry of this Agreement.

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Discontinuance

We may, at any time and without notice to you, discontinue our Services, in whole or in part.  We may also exclude any person from using our Services, at any time and at our sole discretion. We are not responsible for any Liability you may suffer arising from or in connection with any such discontinuance or exclusion.

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Termination

Subject to this Section, this Agreement will remain in full force and effect while you use the Services. We may (a) suspend your rights to use the Services (including your Credentials) or (b) terminate this Agreement, at any time for any reason at our sole discretion, including for any use of the Services in violation of this Agreement or if we believe you are younger than eighteen (18). Upon termination of this Agreement, your Credentials and right to access and use the Services will terminate immediately. You understand that any termination of your Credentials may involve deletion of some or all of your User Content associated therewith from our live databases. FlytBase will not have any liability whatsoever to you for any termination of this Agreement, including for termination of your Credentials or any deletion of your User Content.

In the event of termination, all restrictions imposed on you by these Terms, and the limitations of liability set out in these Terms, will survive.

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Events Following Termination

Upon termination of this Agreement, FlytBase will:

1. immediately stop offering access to, performing and/or providing the Services;
2. immediately stop placing orders for supplies or services required in connection with the performance of the Services; and

Upon termination of this Agreement, you will immediately:

1. cease and desist from any use of the Services;
2. return to FlytBase all property, including FlytBase Confidential Information and Intellectual Property, in your possession that belongs to FlytBase;
3. pay the Fees for all Services completed; and

The expiry or termination of this Agreement for any reason will be without prejudice to any rights or liabilities which have accrued prior to the date of expiry or termination of this Agreement. This clause will survive the termination or expiry of this Agreement.

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Our Warranties and Disclaimers

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER FLYTBASE NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

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Limitation of Liability

WHEN PERMITTED BY LAW, FLYTBASE, AND FLYTBASE’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

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TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF FLYTBASE, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES.

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IN ALL CASES, FLYTBASE, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

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NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO FIFTY US DOLLARS ($50). MULTIPLE CLAIMS SHALL NOT EXPAND THE LIMITATIONS SET FORTH IN THIS SECTION.

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Release

You hereby release us, our officers, employees, agents and successors from claims, demands, any and all losses, damages, rights, claims, and actions of any kind including personal injuries, death, and property damage that is either directly or indirectly related to or arises from any interactions with or conduct of other Website users or Third-Party Ads and Websites. IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: "A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."

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Indemnity

You agree to indemnify and hold FlytBase, its parents, subsidiaries, affiliates, any related companies, its suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (i) your access, download, or use of the Services, (ii) your User Content, and/or (iii) your violation of this Agreement. FlytBase reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without the prior written consent of FlytBase. FlytBase will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

You agree to indemnify and hold FlytBase harmless for the corruption or loss of any User Content controlled or stored by you or related bodies, to the extent the corruption or loss is not caused by the negligent act or omission of FlytBase.

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Force Majeure

FlytBase will not be liable for any failure or delay in the availability of the Services or any other performance of its obligations under these Terms on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond FlytBase’s reasonable control, including any failure of any services provided by any third party in connection with your use of the Services.

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Dispute Resolution

These Terms provide that all disputes between you and FlytBase will be resolved by BINDING ARBITRATION. You agree to give up your right to go to court to assert or defend your rights under this contract, except for matters that may be taken to small claims court. Your rights will be determined by a neutral arbitrator and not a judge or jury, and your claims cannot be brought as a class action.

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Jurisdiction

This Agreement shall be governed by the laws of the State of California without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction. You agree to submit to the personal jurisdiction of the state courts and federal courts located within the State of California for the purpose of litigating all such claims or disputes. Notwithstanding the foregoing, we may seek injunctive or other equitable relief to protect our Intellectual Property Rights in any court of competent jurisdiction.

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We make no representation that our Services comply with the laws (including intellectual property laws) of any country outside the United Status.  If you access our Services from outside United States, you do so at your own risk and are responsible for complying with the laws of the jurisdiction where you access our Site.

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Entire Agreement

This Agreement (which includes the Privacy Policy - https://flytbase.com/privacy-policy/), as well as the Acceptable Use and Copyright & Trademark Policies (contained within this Agreement) and any other rules posted on the Services) constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. The section titles in this Agreement are for convenience only and have no legal or contractual effect. The word including means including without limitation. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

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Independent Contractors

Your relationship to FlytBase is that of an independent contractor, and neither party is an agent or partner of the other.

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Assignment

This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without FlytBase’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. The terms of this Agreement shall be binding upon assignees.

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About these Terms

We have full right to modify these Terms or any additional terms that apply to the Services, for example, reflect changes to the law or changes to our Services. You should look at the Terms regularly.

These Terms control the relationship between FlytBase and you. They do not create any third party beneficiary rights. If there is a conflict between these Terms and any additional terms, the additional terms will control for that conflict.

If you do not comply with these Terms, and we don’t take action right away, this doesn’t mean that we are giving up any rights that we may have (such as taking action in the future).

If it turns out that a particular term is not enforceable, this will not affect any other terms.

Copyright & Trademark Policy

Copyright © 2019, FlytBase. All rights reserved. FlytBase and all other trademarks, logos and service marks ("Marks") displayed in the Services are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

We respond to notices of alleged copyright infringement and terminate accounts of repeat infringers according to the process set out in the U.S. Digital Millennium Copyright Act.

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Contact Us

If you have questions about this Agreement or about FlytBase, please contact us by email at support@flytbase.com, or at:

FlytBase, Inc.
1900 Camden Ave,
San Jose, CA 95124

Last revised: 05 March 2020