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Terms of Use

1. Acknowledgement and Site Access

AirZaar, Inc., doing business as Strayos, as well as all AirZaar affiliates including subsidiaries, parent companies and joint ventures (Strayos, us, or we), operates websites, including Strayos.com, and mobile and web-based applications and other online services (collectively, the Sites) and our SaaS application integration platform, tools, mobile applications and related services (together with the Sites, the Service). These Terms of Service are an agreement regarding the access and use of the Sites (Agreement) by you the User.

User Acceptance of Terms and Conditions and Privacy Policy

By using the Service or accessing the Sites, you agree to the Terms of Service and the Privacy Policy which is incorporated herein by reference. We encourage you to read our Privacy Policy carefully. We may modify our Privacy Policy from time to time and will post the current Privacy Policy within the Sites. If you do not agree with these Terms of Service or Privacy Policy, do not use the Sites or Services.

Other Agreements

Your use of the Sites or Services may also be governed by a Cloud Services Agreement, User Agreement, a Professional Services Agreement or another Agreement entered into by you and AirZaar (each a Services Agreement). To the extent that any of the provisions of this Terms of Service conflict with the provisions of a Services Agreement, the Services Agreement will control.

Site/Service Changes and Maintenance

Strayos reserves the right, in our sole discretion, to: i. revise any Content; ii. modify these Terms of Service; iii. impose additional rules and limitations regarding use of, or access to, the Sites; iv. restrict your access to part, or all, of the Sites without notice; v. change, suspend or discontinue any aspect of the Sites, including changes to services provided by our third-party service providers; or vi. to perform maintenance operations on the Sites, which may result in your temporary inability to access or use the Sites.

License to Use Sites and Services

Subject to your compliance with these Terms, Strayos grants you a limited, non-exclusive, non- sub-licensable, revocable, non-transferrable license to:

i. access and use the Applications on your personal device solely in connection with your use of the Sites or Services; and
ii. access and use any content, information and related materials that may be made available through the Sites or Services, in each case solely for your personal, noncommercial use.

Any rights not expressly granted herein are reserved by Strayos and Strayos’s licensors.

Reservation of Rights

We do not grant you any license, express or implied, to any Strayos intellectual property except as specifically authorized by these Terms of Service or in a Services Agreement between you and Strayos. Subject only to the limited license provided above, Strayos reserves all right, title and interest in and to the Sites and all Content, including all related intellectual property and other proprietary rights.

Ownership; Proprietary Rights

The Sites and Service is owned and operated by Strayos. 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 Service (“Materials”) provided by Strayos are protected by intellectual property and other laws. Except as expressly authorized by Strayos, 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 Service in connection with your use of the Service ("Feedback"). You hereby assign to Strayos all right, title, and interest in such Feedback.

2. User Eligibility

You must be at least 18 years of age to use the Service. By agreeing to these Terms, you represent and warrant to us that: i. you are at least 18 years old; ii. you have not previously been suspended or removed from the Service; iii. you are not a member of any military or armed forces organization; iv. you have not previously been convicted of a crime or violated any FAA or other aviation regulation; and v. your registration and your use of the Service is in compliance with all applicable laws and regulations.

User Authority

If you are using the Service 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.

Necessary Equipment and Software

You must provide all equipment and software necessary to connect to the Sites, including a computer or mobile device that is suitable for connecting to and using the Sites and drone models and hardware compatible with the Site and Services. You are responsible for all fees, including internet connection or mobile fees, that you incur when connecting to and accessing the Sites or Services. On occasion, Strayos may require that you accept updates to the version of the Sites installed on your computer or mobile device. You may also need to update third- party software from time to time in order to connect to and use the Sites and Services. Strayos will endeavor to keep an updated listed of compatible systems and hardware on its Sites, however, we in no way guarantee the list’s accuracy or up to date.

3. User Accounts

Account Registration Some parts of the Sites may require that you open and maintain an account, additionally, in order to use the Service, you must register for an account. You agree that the information you provide to us when registering is accurate and that you will keep it accurate and up-to- date at all times.

User Responsibility for Account Confidentiality

You are solely responsible for maintaining the confidentiality of your password, username, and other account information. You are also solely responsible for all activities that occur under your account and will be held liable for losses or damages incurred by Strayos or another party due to someone else using your account or password. Strayos will not be liable for any loss or damages that you may incur as a result of someone else using your password or account. If you have reason to believe that your account is no longer secure, then you must immediately notify us at support@Strayos.com.

Restrictions on Use

As a condition to your access and use of the Sites and the limited license expressly granted to you above, you agree that you will not do or attempt to do any of the following: i. use the sites in a way that could damage, disable, overburden, or otherwise impair the sites or interfere with any other party’s use; make the sites available to, or use the sites for the benefit of, anyone other than yourself, or impersonate any other person; ii. sell, resell, license, sublicense, distribute, rent, or lease any services or products provided through the sites unless expressly permitted by a services agreement between you and Strayos; iii. attempt to gain access to the sites by any means other than using your own username and password, including by circumventing or modifying, or encouraging or assisting any other person to circumvent or modify, any security, technology, device, or software that is part of the sites; iv. attempt to gain unauthorized access to the sites, interfere with the proper functioning, integrity or performance of the sites, or connect to or use the sites in any way not expressly permitted by these terms of service or a services agreement between you and Strayos; v. except where permitted by law or relevant open-source licenses, reverse engineer, decompile, disassemble, decipher, or otherwise attempt to derive the source code for any underlying software or other intellectual property associated with the sites, or to obtain any information from the sites that we have not intentionally made available to you; vi. copy, modify, or distribute any content, data or information from the sites, including text, documents, charts, maps, logos, buttons, icons, “look and feel” and screenshots, audio and video recordings, graphics, photographs, still and moving images, sound, illustrations, information, software, and any other content (collectively, the “content”) except as specifically allowed by these terms of service or a services agreement between you and Strayos; vii. use the sites to post, store, or transmit any information that: a. is abusive, threatening, obscene, defamatory, libelous, infringing, or otherwise unlawful or tortious; b. violates any third-party rights (including copyrights, trademarks, patents, trade secrets, rights of privacy, rights of publicity, or other rights of any person or entity); c. is racially, sexually, religiously, or otherwise objectionable or offensive; or d. contains links to any of the foregoing types of information; viii. use the sites to harass, abuse, or harm, or advocate or incite harassment towards, another person or group; ix. upload or transmit unauthorized communications, data or software through the sites, including junk mail, chain letters, spam, and any materials that promote, contain or link to any trojan horse, malware, spyware, or malicious code; x. solicit commercial or personal information from any other user of the sites; xi. collect or post any other subscriber or user’s private information, including any commercial and personally identifiable information (whether in text, image or video form), identification documents, or financial information through the sites; or xii. use the sites if you are located in a country embargoed by the united states, or if you are on the united states treasury department’s list of specially designated nationals.

Billing and Payment

Access to the Service requires you to purchase a subscription and to pay our automatically recurring monthly or annually access fees. Access to certain features of the Service may require you to pay additional fees. 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 paying plan will trigger a bill. For monthly payment plans, the Service is billed automatically in advance on a monthly basis and 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. More information about Billing and Payment please contact at info@strayos.com.

Termination

You agree that we may, at any time, and at our sole discretion, terminate your account or suspend or prohibit your access to the Service without prior notice to you for violating any of the Terms of Service, laws, regulations or for any other reason whatsoever. Upon termination of your use of the Service, you continue to be bound by this Agreement. You may terminate your account at any time by contacting customer service at support@Strayos.com. If you terminate your account, you remain obligated to pay all outstanding fees, if any, relating to your use of the Service incurred prior to termination.

4. User Responsibility

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 Service 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.

5. User Content

Forums and User Content

Strayos may provide, or the Sites may include, various forums, blogs, chat rooms and other social media venues where you can post your observations, recommendations, proposals, enhancement requests, corrections, comments, ideas, reviews, video, maps, models, folders, data, text, photographs, images, and data, (collectively, “User Content”). and other feedback about or relating to the Sites. By making postings to such venues you grant to Strayos a perpetual and irrevocable, worldwide, fully paid-up and royalty free, non-exclusive, unlimited license to the content of your postings. Also, Strayos cannot guarantee that third parties with access to such venues will not copy, reproduce, publish, distribute, or otherwise use the content of your postings. Do not disclose any content or information in such venues that you do not want to be made public.

User Content License Grant

You own all of the User Content you post or submit on the Service. By using the Sites or Service, you grant Strayos a non-exclusive, irrevocable, fully paid and royalty-free, transferable, sub-licensable, worldwide license to use, copy, reproduce, process, adapt, modify, publish, transmit, display, and distribute your User Content. [For example, we need these rights in order to process, store and display your data so you can view it on Strayos.com and in the app, as well as to provide you support.] By publicly sharing User Content, you hereby grant to other users of the Service a non- exclusive license to access and use such User Content as permitted by these Terms and the functionality of the Service.

User Content Representations and Warranties

On each occasion that you access and use the Sites, you represent and warrant to Strayos that you are using the Sites and Service only for the purposes permitted by these Terms of Service and that you have obtained, and are solely responsible for obtaining, all rights or licenses necessary to upload and process any information, including data and images, that you upload to the Sites for processing. Additionally, you are solely responsible for your User Content and the consequences of uploading, posting or publishing User Content. By uploading, 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 Strayos and users of the Service 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, privacy or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

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. Strayos 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 Strayos with respect to User Content.

6. Open Source and Other Third Party Software

Third-Party Software

The Software 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 Service 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. You can find certain required notices and other information regarding Third Party Software at http://support.Strayos.com/docs/third- party-software.

Third-Party Services

Strayos may provide tools through the Service that enable you to export information, including User Content, to third party services (such as Twitter). By using one 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.

7. Disclaimers; Limitation of Liability; Indemnity

Disclaimer

ACCESS AND USE OF THE SITES IS AT YOUR SOLE RISK AND THE SITES AND ANY PRODUCTS OR SERVICES OFFERED AND SOLD IN CONNECTION WITH THE SITES, INCLUDING ALL RAW AND PROCESSED DATA AND OTHER OUTPUT PRODUCED BY OR THROUGH THE SITES, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT TO THE EXTENT THIS WARRANTY DISCLAIMER IS PROHIBITED UNDER ANY APPLICABLE LAW, IN WHICH CASE ANY LEGALLY REQUIRED WARRANTY PERIOD WILL BE THE SHORTER OF 30 DAYS FROM YOUR FIRST ACCESS AND USE OF THE SITES OR THE MINIMUM WARRANTY PERIOD REQUIRED BY APPLICABLE LAW). IN ADDITION, STRAYOS MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.

Limitation of Liability

TO THE EXTENT PERMITTED BY APPLICABLE LAW STRAYOS WILL NOT BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, GOODWILL OR PROFITS), INJURIES OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES OR SITES OR THE INABILITY TO USE THE SERVICE OR SITES, EVEN IF STRAYOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. STRAYOS'S TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO STRAYOS BY YOU UNDER THIS AGREEMENT IN THE THREE (3) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. STRAYOS PARTIES ARE NOT LIABLE FOR THE CONDUCT OF THIRD PARTIES, INCLUDING THE DRONE OWNERS OR OPERATORS, OTHER SUBSCRIBERS OR USERS OF THE SITES, OUR THIRD PARTY SERVICE PROVIDERS, OUR ADVERTISERS AND ANY OPERATORS OF EXTERNAL SITES. NOTHING IN THIS LIMITATION OF LIABILITY SECTION WILL AFFECT YOUR STATUTORY RIGHTS OR EXCLUDE OR RESTRICT STRAYOS FROM ANY LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM NEGLIGENCE OR FRAUD.

Indemnity

You agree to defend, indemnify, and hold us and our Affiliates harmless from and against any demands, loss, liability, claims or expenses (including attorneys’ fees) made against us by any third party due to or arising out of your use of the Service. Strayos reserves the right, at your expense, to assume the exclusive defense and control of any action for which you are required to indemnify Strayos, and you agree to cooperate with Strayos’s defense and control of any such action. Strayos will use reasonable efforts to notify you of any such action upon becoming aware of it.

8. General Provisions

Relationship Between the Parties These Terms of Service represent an arm’s-length agreement between you and Strayos, as independent parties, and do not create a partnership, franchise, joint venture, agency, fiduciary, employment or other relationship between you and Strayos.

Local Laws; Export Controls

Strayos operates and manages the Sites from the United States and makes no representation that access and use of the Sites are appropriate or available for other countries. If you access and use the Sites from other countries, you are responsible for compliance with applicable local laws, including export and import regulations of such countries. Content may be subject to United States Export Administration Laws and Regulations and any diversion of such Content in violation of such laws and regulations is strictly prohibited.

Assignment

Strayos may assign or delegate our rights and obligations under these Terms of Service and our Privacy Policy, in whole or in part, whether by operation of law or otherwise, to any person or entity, without your consent, and these Terms of Service and our Privacy Policy will bind and inure to the benefit of any such person or entity. You may not assign or delegate any of your rights or obligations under these Terms of Service without our prior written consent, and any unauthorized assignment and delegation by you is void.

Waivers

The failure of Strayos to require or enforce performance by you of any provision of these Terms of Service, our Privacy Policy, or any other policies we may implement regarding the Sites, or failure to exercise any right under these Terms of Service or such policies, will not be construed as a waiver of our right to assert or rely upon any such provision in that or any other instance. The express waiver by Strayos of any provision of these Terms of Service or such policies will not constitute a waiver of any future obligation that you have to comply with such provision.

Severability

If any provision of these Terms of Service is found to be illegal or unenforceable, in whole or in part, by any court of competent jurisdiction, such provision will, as to such jurisdiction only, be ineffective solely to the extent of such determination of invalidity or unenforceability without affecting the validity or enforceability of the remaining provisions of these Terms of Service.

Governing Law; Forum for Legal Disputes

These Terms of Service and any dispute arising out of or related to them or the Sites will be governed in all respects by the laws of Missouri, without regard to the principles of conflict of law. Any such claim or dispute must be resolved exclusively by a state or federal court located in St. Louis, Missouri. You agree to submit to the personal jurisdiction of the courts located within St. Louis Missouri for the purpose of litigating any such claim or dispute.

Equitable Remedies

The rights you have granted and obligations you have made under these Terms of Service are of a unique nature, the loss of which will irreparably harm Strayos and cannot be replaced by monetary damages alone. Accordingly, Strayos may seek injunctive or other equitable relief (without the obligations of posting any bond or surety or showing proof of any damages) in the event of any breach or anticipatory breach by you of these Terms of Service.

Force Majeure

Strayos will not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including without limitation any failure to perform under these Terms of Service or provide access and use of the Sites due to circumstances beyond our control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, network infrastructure failures, strikes, or shortages of transportation facilities, fuel, energy, labor, or materials.

Notices

Strayos may provide you with written notices under these Terms of Service by postings such notices in the Sites and/or sending such notices to you by the most recent e-mail or other electronic communication means you provided to Strayos. You may provide us with written notices under these Terms of Service by sending such notices to us at terms@Strayos.com or at:

Strayos
3470 Hampton Ave
Suite 200
St. Louis, MO 63139

Entire Agreement

These Terms of Service, Strayos’s Privacy Policy, and any Service Agreement between you and Strayos contain the entire understanding and agreement between you and us regarding your access and use of the Sites, and supersede all prior understandings and agreements between you and us relating to the subject matter hereof, whether in electronic, oral, or written form or whether established by custom, practice, policy, or precedent between you and us with respect to the Sites.