This agreement constitutes the Terms of Use between the User (as defined under Paragraph 1.2 – Definitions) and Company (as defined under Paragraph 1.2 – Definitions) (collectively “Parties”). The Terms of Use governs the Parties’ rights and responsibilities with regard to User’s use of the PlaneSight System. The Terms of Use – combined with the Terms of Sale and Privacy Policy – constitute the entire agreement between the Parties for User’s acquisition and use of the PlaneSight System.

1.2: Definitions

Application or App: The Application or App is the software component of the PlaneSight System. These Terms of Use are a condition of using the App, and use of the App is deemed acceptance of these Terms and Conditions. Use of the PlaneSight System requires the App.

Buyers: Buyer or Buyers mean any individual or entity that acquired the PlaneSight System.

Company: The Company means PlaneSight LLC, its subsidiaries, successors, and assigns.

Permissible Users: Permissible Users means Subscribers or their duly authorized members, shareholders, or employees (in the case of entity users). Permissible Users defines a category of Users who receive their license to use the app either as Subscribers or as members, shareholders, or employees of a Subscriber.

PlaneSight System: The PlaneSight System means the entire system: 2x PlaneSight wing sensors, PlaneSight tail sensor, charging cables and plugs, carrying case, tug tablet mount, and PlaneSight App.

Privacy Policy: The Privacy Policy means the policy governing the Company’s use of User data. The Privacy Policy can be found [linked here/attached to this agreement]

Software License: Software License means the personal, non-transferable, non-exclusive limited license to use the App as a necessary component of the PlaneSight System. Any use of the App requires a Software License, and receipt of the Software License is contingent on accepting the Terms of Use.

Subscriber: Subscriber means the individual or entity that is subscribed to use the App.

Subscription: Subscription means a Software License received through payment of the Subscription Price.

Subscription Price: The Subscription Price is the price that the Subscriber pays monthly to use the PlaneSight System.

Terms of Use: Terms of Use means this contract (which operates in conjunction with the Terms of Sale and Privacy Policy). Accepting the Terms of Use is required prior to using the App, and use of the App is deemed to be acceptance of these Terms of Use.

User: User is any individual who uses the PlaneSight System. A User does not have to be a Permissible User as defined elsewhere in this section.

Article 2: License for Use

2.1: Use of the App

Use of the App constitutes a Software License as defined in Paragraph 2.2 – Software License.

Use of the App requires accepting these Terms of Use. Any user accepts the Terms of Use by using the App; a user does not have to have an active Subscription to be bound by the Terms of Use.

2.2: Software License

In consideration of the receipt of the full payment of the Subscription Price, and subject to the User’s compliance with its obligations under this agreement, Company shall provide Subscriber a personal, non-transferable, non-exclusive limited license (“License” or “Software License” interchangeably) to use the App as a necessary component of the PlaneSight System.

User may not without Company’s prior written express consent (i) copy, modify, sublicense, loan, or transfer in any manner the App licensed herein, (ii) create derivative works based on the App licensed herein, (iii) translate, decompile, disassemble, reverse assemble, reverse engineer, emulate or perform any other operation on the App, unless the operation is specifically authorized by law. User shall hold the App licensed here in in strict confidence and will not allow third parties, other than its employees with a need to use the App and who have agreed to comply with the terms of this Terms of Use, to access or use the App without Company’s prior written consent. User agrees to defend, indemnify, and hold harmless Company from all damages and third-party claims (including attorneys’ fees) arising from unauthorized use or transfer of the App.

User may not transfer its License to use the App.

2.3: Maintaining a Subscription

Buyers must maintain a Subscription to use the App. Maintaining a Subscription, in combination with accepting the Terms of Use, confers a Software License. Company, at its sole discretion, may offer promotional, discounted, or complimentary Subscriptions.

2.4: Subscription Price

The Subscription Price shall be set forth by the Company at the time of purchase of the PlaneSight System. Company, at its sole discretion, may discount the Subscription Price. Promotional or complimentary Subscriptions in which no Subscription Price is charged are deemed Subscriptions with a Subscription Price of zero (0) United States dollars. Company may modify or cancel discounted, promotional, or complimentary Subscriptions at any time. If Company modifies or cancels discounted, promotional, or complimentary Subscriptions, the current Subscription Price shall be billed the first (1^st) of the subsequent calendar month or thirty (30) days thereafter on the first (1^st) of the month – whichever is longer.

The Subscriber shall pay the Subscription Price on the first (1^st) of every month by credit card or debit card to maintain the Subscription – and thus access to the App. If payment is not received prior to the fifth (5^th) of the month, Company reserves the right to suspend access to the App until full payment (including any arrears) is made. It is the Subscriber’s responsibility to ensure that all payment methods remain up to date.

Company reserves the right to modify the Subscription Price. In the event of any change in the Subscription Price, Company shall notify all Subscribers at least thirty (30) calendar days prior to the date that the price change goes into effect.

2.5: Users

Company identifies two groups that will use the App: Users and Permissible Users. Users encompass all individuals who use the App, regardless of how they received access. Company anticipates providing trial demonstrations of the App prior to purchase. In using the App, all Users are bound by the Terms of Use.

Further, in using the PlaneSight System, any User certifies that the individual has received all appropriate training and instruction, and the User is able to safely and competently use the PlaneSight System. Users further certify that they suffer no physical or mental limitation that could prevent the safe operation of the PlaneSight System, nor are they under the influence of alcohol, drug, or other mind-altering substance that could affect safe operation of the PlaneSight System.

2.6: Permissible Users

Permissible Users are Users who derive their license to use the App through a Subscription. Subscribers may permit their duly authorized members, shareholders, or employees (for entity users) to use the PlaneSight System as Permissible Users. Subscribers may not allow non-Permissible Users to use the PlaneSight System. Subscribers are responsible to ensure that the PlaneSight System is appropriately secured to ensure that non-Permissible Users cannot use the PlaneSight System. Further, Subscribers shall ensure that, in order to be considered a Permissible User under this section, such individuals have received all appropriate training to safely and competently operate the PlaneSight System, suffer no physical or mental limitation that could prevent the safe operation of the PlaneSight System, and are not under the influence of drugs, alcohol, or mind-altering substance that could affect the safe operation of the PlaneSight System. An individual is not considered a Permissible User if they have not completed the aforementioned safety training, suffers from a physical or mental limitation that could prevent the safe operation of the PlaneSight System, or are under the influence of drugs, alcohol, or other mind-altering substance that could affect the safe operation of the PlaneSight System.

Subscribers agree to indemnify and hold harmless (including attorneys’ fees and costs) Company (as set forth in Paragraph 3.2 – Indemnification) for any claims arising from a Subscriber’s PlaneSight System being used by a non-Permissible User.

2.7: Age Restriction

You must be at least eighteen (18) years old to use the PlaneSight System or the App. By using the PlaneSight System or the App, you warrant that you are at least eighteen years old and you may legally adhere to the Terms of Use. PlaneSight LLC assumes no liability for age-related misrepresentation.

2.8: Cybersecurity

User shall maintain appropriate safeguards and protocols to combat cyber threats (including, but not limited to, computer viruses, malware, and spyware) on the device used to host the PlaneSight App (“Host Device”). Such appropriate safeguards may include updating the smartphone or tablet software regularly, not attempting to “jailbreak” the operating system, maintaining a firewall or antivirus software, and other measures used by ordinary users to protect such a device. Company shall not be liable to User for any impaired functionality as a result of User’s failure to implement reasonable cybersecurity measures on the Host Device or any electronic system connected to the Host Device. Further, Company shall not be liable to User for any cybersecurity vulnerabilities in the App that are caused or exacerbated, in whole or in part, by User’s failure to implement reasonable cybersecurity measures on the Host Device or any electronic system connected to the Host Device.

2.9: Software Updates

Company may release Updates and Patches for its App from time to time. Buyer shall promptly install any Updates and Patches for the App as soon as they are available in accordance with Company’s installation instructions and using the latest version of the App, where applicable. An “Update” means any software that contains a correction of errors in the App and/or minor enhancements or improvements for the App, but does not contain significant new features. A “Patch” is an Update that fixes a vulnerability in the App. Buyer understands that failing to promptly and properly install Updates or Patches for the App may result in App or Buyer’s Systems becoming vulnerable to cyber threats result in impaired functionality, and Company shall not be liable or responsible for any losses or damages that may result.

2.10: Intellectual Property

Company retains ownership of all right, title and interest (including copyright and patent rights) in and to its intellectual property rights relating to the PlaneSight System and the App (as well as any related components). Nothing in these Terms of Use constitutes a transfer or conveyance of any right, title or interest in such intellectual, including without limitation any software, including firmware, contained in those, except the limited right for use as it provided and stated herein.

2.11: Privacy Policy

Acceptance of the Terms of Use requires acceptance of the Privacy Policy. The current version of the Privacy Policy can be found at [insert location where Privacy Policy is found].

2.12: Termination

Company may terminate a Subscription based on a Subscriber’s misuse of the software components of the app, including, but not limited to, (i) copy, modify, sublicense, loan, or transfer in any manner the App licensed herein, (ii) create derivative works based on the App licensed herein, (iii) translate, decompile, disassemble, reverse assemble, reverse engineer, emulate or perform any other operation on the App, unless the operation is specifically authorized by law. Company may provide reasonable written notice regarding the reason for Company’s termination of a Subscription.

Subscriber may terminate a Subscription either in writing by email or through Company’s web or mobile portal. If Subscriber terminates based on the Subscriber revoking acceptance or declining to accept these Terms of Use, Privacy Policy, or other contract between Subscriber and Company, then the Subscriber will lose access to the App immediately and shall not attempt to access the App. If Subscriber terminates the Subscription for any other reason (such as not approving a price increase for the subscription), then Subscriber shall maintain the Subscription through the end of the relevant billing period or calendar month – whichever is longer. Subscriber will still be bound to the Terms of Use while using the App.

Article 3: Limitations of Liability

3.1: Limitation of Liability

COMPANY SHALL NOT BE LIABLE TO USER, WHETHER IN CONTRACT (INCLUDING BUT NOT LIMITED TO ANY DELAY IN DELIVERY OR COMPLETE FAILURE TO DELIVER FOR ANY REASON WHATSOEVER, ANY FAILURE TO PERFORM ANY OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, OR ANY NON-CONFORMANCE OF THE PLANESIGHT SYSTEM (INCLUDING THE APP) OR ANY OTHER ITEMS DELIVERED UNDER THIS AGREEMENT), IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANABILITY; THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTIES ALLEGED TO ARISE FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS), TORT (INCLUDING NEGLIGENCE OR STRICT TORT LIABILITY)) OR EQUITY, OR FOR BREACH OF ANY STATUTORY DUTY, INCLUDING COMPANY MISREPRESENTATIONS, OR OTHERWISE, FOR ANY:

LOSS OF USE, REVENUE OR PROFIT;
LOSS OF GOODWILL;
LOSS OF BUSINESS;
LOSS OF BUSINESS OPPORTUNITY;
LOSS OF ANTICIPATED SAVINGS;
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGE OR LOSS;
DAMAGES SUFFERED BY ANY OTHER PARTY WHOSE CLAIMS ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND
PUNITIVE DAMAGES

SHOULD COMPANY BE FOUND LIABLE TO USER UNDER THIS AGREEMENT, IN NO EVENT SHALL COMPANY’S TOTAL LIABILITY IN ANY WAY ARISING FROM THIS AGREEMENT EXCEED THE AMOUNT PAID BY COMPANY FOR THE PLANESIGHT SYSTEM WHICH GIVES RISE TO THE CLAIM, NOR SHALL ANY CLAIM OF USER BE VALID UNLESS USER ADHERES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

3.2: Indemnification

User shall defend, indemnify and hold harmless (including costs, attorneys’ fees, and expenses incident thereto) Company and its assignees, agents, directors, officers and employees (hereinafter collectively called the “Indemnified Parties”) from and against all claims, demands, suits, obligations, liabilities, damages, losses and judgments, for injury to or death of any person or persons or for loss of or damage to any property, including the PlaneSight System, including any component thereof including the aircraft or equipment to which it is attached (hereinafter collectively called “Claims”), arising out of or in any way connected with the ownership, maintenance, repair, modification, storage, ground test, use or operation of the PlaneSight System or any other item delivered hereunder after delivery thereof to User, whether or not arising in tort regardless of the fault or negligence of the Indemnified Parties.

3.3: Insurance Obligations

User shall maintain commercially appropriate insurance in connection with the use of the PlaneSight System.

3.4: Legal Compliance

User represents to Company that User is using the PlaneSight System in compliance with all applicable laws and regulations (including any export or import controls). Further, User agrees to indemnify and hold harmless Company in accordance with Paragraph 3.2 – Indemnification for User’s violation of any applicable law or regulation due to the purchase or use of the PlaneSight System.

Article 4: Warranties

THE APP IS PROVIDED TO USER ON AN “AS-IS” BASIS. THERE ARE NO OTHER WARRANTIES RESPECTING THE SOFTWARE AND DOCUMENTATION PROVIDED HEREUNDER, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF DESIGN, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, EVEN IF COMPANY HAS BEEN INFORMED OF SUCH PURPOSE. NO AGENT OF COMPANY IS AUTHORIZED TO ALTER OR EXCEED THE WARRANTY OBLIGATIONS OF COMPANY AS SET FORTH HEREIN.

COMPANY MAKES NO WARRANTY THAT THE USER’S USE OF COMPANY’S GOODS, SOFTWARE, OR SERVICES WILL BE UNINTERRUPTED, SECURE AND/OR ERROR-FREE. COMPANY DOES NOT REPRESENT OR GUARANTEE THAT ANY GOODS AND/OR SOFTWARE WILL BE FREE FROM VULNERABILITIES, ATTACK, VIRUSES, INTERFERENCE, HACKING, OR OTHER SECURITY INTRUSIONS, AND COMPANY DISCLAIMS ANY LIABILITY IN RELATION THERETO.

Article 5: General Terms

5.1: Governing Law and Venue

ALL MATTERS RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. THE PARTIES WILL INITIATE ANY LITIGATION OR DISPUTE RESOLUTION PROCEEDINGS IN THE STATE OR FEDERAL COURTS OF NORTH CAROLINA ONLY AND IRREVOCABLY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION THEREIN.

5.2: User Registration

Subscribers are required to maintain current contact information with their registration for the App. Such information must include (i) residence address for individual purchasers or principal place of business for businesses; (ii) email; and (iii) telephone number.

5.3: European Union

Company’s products and services are not intended to be used in the European Union. Company does not represent or warrant that the Privacy Policy or Company’s data collection practices comply with the European Union’s General Data Protection Regulation (“GDPR”). User represents to Company that User is not a resident of the European Union for GDPR purposes nor will use the PlaneSight System in the European Union until Company has implemented GDPR compliance procedures and notified Buyer that such procedures are in place.

5.4: Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.

5.5: Entire Agreement

This Agreement, together with the Terms of Sale and Privacy Policy (inclusive of any amendments thereto), contain the entire understanding and agreement between the Parties. This Agreement may not be supplemented, modified, amended, released or discharged, and no additional or prior terms shall apply, except by an instrument in writing signed by each Party’s duly authorized representative. Any waiver by either Party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.