Terms of Service

The following Terms of Service (the “Terms”) constitute a binding agreement between the person agreeing to these Terms (“you” or “your”) and GeoSpatios, Inc. (“Company,” “we,” “our,” or “us”), regarding your access to and use of Company’s Ascent website (the “Website”), Ascent mobile application (the “App”), and all related software, features, functionality, content, and services made available by Company related to the Ascent product (collectively, the “Services”).

By accessing or using the Services in any manner, you acknowledge that you have read, understand, and agree to be bound by these Terms.

If you are entering into these Terms on behalf of an entity, all references to “you” or “your” (other than in this paragraph) refer to such entity, and you represent and warrant that you are authorized to bind such entity to these Terms.

You may access and use the Services only in accordance with these Terms and all applicable laws.

PLEASE READ THESE TERMS CAREFULLY. THEY INCLUDE IMPORTANT LIMITATIONS OF LIABILITY, DISCLAIMERS OF WARRANTIES, AND A REQUIREMENT THAT CERTAIN DISPUTES BE RESOLVED THROUGH BINDING ARBITRATION RATHER THAN IN COURT. EXCEPT AS EXPRESSLY PROVIDED BELOW, ANY DISPUTE ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL BE RESOLVED IN ACCORDANCE WITH SECTION 26.

• “Account” means the registered account that you create to access and use the Services.
• “Applicable Law” means all applicable federal, state, local, and foreign laws, regulations, rules, ordinances, directives, orders, and other legally binding governmental requirements.
• “Authorized User” means any individual whom you authorize to access and use the Services through your Account.
• “Company Content” means all software, source code, object code, user interfaces, graphics, images, text, audiovisual works, compilations, databases, documentation, aviation data, charts, trademarks, logos, and other content or materials made available by Company through the Services, excluding Your Content and Third-Party Content.
• “Subscription” means a paid license to access designated features of the Services during the applicable subscription term.
• “Third-Party Content” means any charts, weather information, NOTAMs, navigation databases, airport information, terrain information, satellite imagery, governmental publications, or other data, content, or services supplied by third-party providers or governmental authorities and made available through the Services.
• “Your Content” means any aircraft profile data, including tail numbers, aircraft make and model information, and aircraft performance data, flight plan details, pilot logbook entries, and any other information or content that you upload through the Services.

Company reserves the right, at its sole discretion, to modify these Terms at any time and without prior notice. The date of the last modification to the Terms will be posted at the beginning of these Terms. It is your responsibility to check from time to time for updates. By continuing to access or use the Services, you are indicating that you agree to be bound by any modified Terms.

These Terms include the provisions of this document, as well as those contained in Company’s Privacy Policy, which is incorporated herein by reference. By accessing or using the Services, you acknowledge that you have read Company’s Privacy Policy.

If you are younger than 18, you may not use the Services.

Company hereby grants you permission to access and use the Services, provided such use is in compliance with these Terms, and you further specifically agree that your use will adhere to the following restrictions and obligations:

• You may only use the Services for your own personal or internal business purposes and in accordance with these Terms, documentation, and any policies provided by Company.
• You may only use the Services for lawful activity. It is your responsibility to comply with all Applicable Law, including obtaining and maintaining any licenses, certificates, ratings, authorizations, permits, or other qualifications required for your intended use of the Services or the operation of an aircraft.
• You may not use the Services in any manner that Company deems to be harmful, violent, fraudulent, deceptive, threatening, harassing, defamatory, obscene, or otherwise objectionable.
• You may not submit Your Content to the Services unless you have all necessary rights to do so.
• You may not copy, reproduce, scrape, download, harvest, or otherwise capture any Company Content or other content made available through the Services except as expressly permitted by these Terms.
• You may not decompile, reverse engineer, disassemble, or otherwise attempt to derive the source code or underlying ideas or algorithms of the Services.
• You may not introduce viruses, worms, malware, ransomware, or other malicious code into or through the Services.
• You may not defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any security feature or technical protection measure of the Services.
• You may not remove or obfuscate any product identification, copyright or other proprietary notice from any element of the Services or associated documentation.
• You may not use the Services in a manner that interferes with or disrupts the operation of the Services or the networks or systems used to provide the Services.

The Services may provide access to or display Third-Party Content for your convenience. Third-Party Content is provided by third-party providers or governmental authorities and is not owned or controlled by Company. Company does not verify, monitor, endorse, or guarantee the accuracy, completeness, timeliness, availability, or suitability of any Third-Party Content. Third-Party Content may be delayed, interrupted, unavailable, or contain errors. You acknowledge and agree that you are solely responsible for evaluating and determining whether any Third-Party Content is appropriate for your intended use. You agree that you will not rely exclusively upon any Third-Party Content made available through the Services. Company shall have no responsibility or liability arising out of or relating to any Third-Party Content.

You acknowledge and agree that you are solely responsible for Your Content and for the consequences of uploading, storing, or transmitting Your Content through the Services. You represent and warrant that: (a) you own or otherwise have all necessary rights, licenses, consents, and permissions to upload Your Content to the Services; (b) Your Content does not violate these Terms, any Applicable Law, or the rights of any third party; and (c) Your Content is accurate to the best of your knowledge. Company does not review, verify, monitor, endorse, or guarantee the accuracy, completeness, or legality of Your Content and shall have no responsibility or liability arising out of or relating to Your Content. Company reserves the right, but has no obligation, to remove, restrict access to, or disable any Your Content that Company reasonably believes violates these Terms or Applicable Law.

As between you and Company, Company owns all right, title, and interest in and to the Services and the Company Content, including all associated intellectual property and proprietary rights. Except for the limited right to access and use the Services in accordance with these Terms, nothing in these Terms grants you any ownership right, title, or interest in or to the Services or the Company Content.

You are solely responsible for complying with all Applicable Law relating to your access to and use of the Services and any aviation activities in connection with which you use the Services, including all regulations, rules, orders, guidance, and operating requirements issued by the Federal Aviation Administration (“FAA”) or any other applicable governmental or regulatory authority. Company does not supervise, monitor, or control your compliance with Applicable Law, and you acknowledge and agree that Company shall have no responsibility or liability arising out of or relating to your failure to comply with Applicable Law.

We welcome and encourage you to provide feedback, comments and suggestions for improvements to the Services (“Feedback”). You agree that Company has the right, but not the obligation, to use such Feedback without any obligation to provide you credit, royalty payment, or ownership interest in the changes to the Services.

Company may modify the Services from time to time. Company shall have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that you or any other third party may incur as a result of changes to the Services.

Company respects copyright law and expects our users to do the same. In accordance with the Digital Millennium Copyright Act (“DMCA”) of 1998, the text of which may be found on the U.S. Copyright Office website at https://www.copyright.gov/legislation/dmca.pdf, Company will respond to claims of copyright infringement committed using the Services that are reported to us, provided they meet the criteria below.

If you are a copyright owner, or a designated agent thereof, please report alleged copyright infringements taking place on or through the Services by providing us the following information (the “Notice”):

• the identity of the copyrighted work that you claim has been infringed, or, if multiple copyrighted works are covered by this Notice, a comprehensive list of the copyrighted works that you claim have been infringed;
• the material that you claim is infringing, and information reasonably sufficient to permit us to locate the material, including at a minimum, the URL of the link shown on the Services where such material may be found;
• your mailing address, telephone number, and, if available, email address;
• a statement that you have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law;
• a statement that the information in this Notice is accurate and, under penalty of perjury, that you are the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed; and
• your full legal name and your electronic or physical signature.

You may deliver this notice, with all items completed, to us, as follows:

GeoSpatios, Inc.
Attn: Copyright Agent
1111B South Governors Avenue
Dover, DE 19904
support@geospatios.com

Upon receipt of the Notice as described above, Company will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged material from the Services.

Company may immediately and without notice terminate these Terms and disable your access to the Services for any or no reason. You may terminate your account at any time by emailing us at support@geospatios.com.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any limitations on our liability, any terms regarding ownership or intellectual property rights, indemnification, and terms regarding disputes between us.

To the fullest extent permitted by Applicable Law, you agree to indemnify, defend, and hold harmless Company, its parents, affiliates, subsidiaries, officers, directors, employees, agents, contractors, service providers, licensors, successors, and assigns (collectively, the “Company Parties”) from and against any and all claims, demands, actions, proceedings, investigations, losses, liabilities, damages, judgments, settlements, fines, penalties, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• your access to or use of the Services;
• your violation of these Terms or any Applicable Law;
• Your Content;
• your violation of the rights of any third party, including any intellectual property, privacy, publicity, or other proprietary rights; or
• your negligence, misconduct, or operation of an aircraft.

Company reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to cooperate with Company’s defense of such matter. You may not settle any claim in a manner that imposes any liability or obligation on any Company Party without Company’s prior written consent.

Your obligations under this Section shall survive the termination of these Terms and your use of the Services.

YOU ACKNOWLEDGE THAT YOU ARE USING THE SERVICES AT YOUR OWN RISK. THE SERVICES, COMPANY CONTENT, AND ANY THIRD-PARTY CONTENT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND COMPANY AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT ANY THIRD-PARTY CONTENT, INCLUDING ANY CHARTS, WEATHER INFORMATION, NOTAMS, NAVIGATION DATABASES, AIRPORT INFORMATION, TERRAIN INFORMATION, SATELLITE IMAGERY, OR OTHER AVIATION-RELATED INFORMATION MADE AVAILABLE THROUGH THE SERVICES, IS ACCURATE, COMPLETE, CURRENT, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

THE SERVICES ARE PROVIDED SOLELY AS A FLIGHT PLANNING AND INFORMATIONAL AID. THE SERVICES ARE NOT A SUBSTITUTE FOR THE INDEPENDENT JUDGMENT OF THE USER OR FOR OFFICIAL PUBLICATIONS, NOTICES, OR INFORMATION MADE AVAILABLE BY THE FEDERAL AVIATION ADMINISTRATION OR ANY OTHER APPLICABLE AVIATION AUTHORITY.

Because some jurisdictions do not allow the disclaimer of certain implied warranties, some of the foregoing disclaimers may not apply to you.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COMPANY OR ANY OF ITS AFFILIATES, LICENSORS, SERVICE PROVIDERS, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR INABILITY TO ACCESS OR USE, THE SERVICES, COMPANY CONTENT, THIRD-PARTY CONTENT, OR YOUR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, COMPANY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS SHALL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNT PAID BY YOU TO COMPANY FOR THE SERVICES DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100.00).

THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION APPLY REGARDLESS OF THE FORM OF ACTION AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion or limitation of certain damages. Accordingly, some of the foregoing limitations may not apply to you.

The terms in this section apply to the Application if downloaded through Apple, Inc.’s (“Apple”) Apple Store:

• Both you and Company acknowledge that these Terms are concluded between you and Company only, and not with Apple, and that Apple is not responsible for the App or Company Content;
• The App is licensed to you on a limited, non-exclusive, non-transferrable, non-sublicensable basis, solely for your private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the App;
• You will only use the App in connection with an Apple device that you own or control;
• You acknowledge and agree that Apple has no obligation whatsoever to furnish any maintenance and support App with respect to the App;
• In the event of any failure of the App to conform to any applicable warranty, including those implied by law, you may notify Apple of such failure; upon notification, Apple’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the App;
• You acknowledge and agree that Company, and not Apple, is responsible for addressing any claims you or any third party may have in relation to the App;
• You acknowledge and agree that, in the event of any third-party claim that the App or your possession and use of the App infringes that third party’s intellectual property rights, Company, and not Apple, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim;
• You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;
• Both you and Company acknowledge and agree that, in your use of the App, you will comply with any applicable third-party terms of agreement which may affect or be affected by such use; and
• Both you and Company acknowledge and agree that Apple and Apple’s subsidiaries are third-party beneficiaries of these Terms, and that upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third-party beneficiary hereof.

Any notices or other communications permitted or required hereunder will be in writing and given by Company (a) via email (in each case to the address that you provide) or (b) by posting to the Website.

The failure of Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision.

You may not assign or transfer these Terms, by operation of law or otherwise, without Company’s prior written consent. Any attempt by you to assign or transfer these Terms without such consent will be null and of no effect. Company may assign or transfer these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns. Unless a person or entity is explicitly identified as a third party beneficiary to these Terms, these Terms do not and are not intended to confer any rights or remedies upon any person or entity other than the parties.

If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

These Terms are governed by and will be construed under the laws of the state of Delaware, without regard to the conflicts of laws provisions thereof. The arbitration shall be held in accordance with the Streamlined Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes, who shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. The arbitration shall be held in Palo Alto, California. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

Notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction. For all purposes of these Terms, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Palo Alto, California. Any arbitration under these Terms will take place on an individual basis: class arbitrations and class actions are not permitted. YOU UNDERSTAND AND AGREE THAT BY ENTERING INTO THESE TERMS, YOU AND COMPANY ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

These Terms constitute the entire agreement between you and Company regarding your use of the Services, and supersede all prior written or oral agreements.

Any provisions of these Terms that by their nature should survive termination, expiration, or suspension of your Account or these Terms shall survive.

If you have any questions about the Services, please do not hesitate to contact us at support@geospatios.com.