Your use of PrecisionMapper services (the “Services”) provided by PrecisionHawk, or clicking the “I agree” button if one is provided, indicates that you accept these terms of services. If you are using the Services for personal use, “you” means you individually. If you are using the Services on behalf of your organization, then “you” means your organization.
If you do not agree with these terms and conditions, then you should click the “Don’t agree” button if one is provided, and you are not authorized to make use of the Services.
The Services consist of (i) receipt in digital form of photographs and other data generated by cameras and sensors on aerial platforms; (ii) analysis of the data to create maps, graphics, reports and/or other documents as you request; and (iii) making the original data and analyses available to you for download or for access over an extended period of time. The Services may also include viewers or other client computer software provided to aid in use of the Services (“Client Software”). Portions of the Services may be provided by PrecisionHawk’s business partners (each a “Licensor”) under the terms of license agreements between PrecisionHawk and its Licensors. Each Licensor retains all right, title and interest in and to the portion of the Services provided by such Licensor.
From time to time, at your request, PrecisionHawk will provide a quotation specifying particular Services to be provided, the prices to be paid, and the period over which the Services will be provided. You and PrecisionHawk may agree on different quotations from time to time, each of which will be subject to these terms of service and which, together with these terms of service, will constitute a separate contract, referred to below as “this Agreement”. In the absence of a quotation, standard pricing and description of Services on PrecisionHawk’s website will apply.
These terms of service may be changed by PrecisionHawk from time to time. Changes will be effective upon posting to PrecisionHawk’s website. The version of these terms of service applicable to any quotation will be the version in effect on the date of the quotation.
In the event that you and PrecisionHawk have entered into a separate, signed agreement concerning the Services and fees for the Services, the terms of such agreement shall govern over any conflicting terms in this Agreement. Otherwise, this Agreement constitutes the entire agreement between you and PrecisionHawk with respect to the Services and may not be modified or amended except by an instrument in writing signed by both parties that expressly states that it modifies or amends this Agreement. PrecisionHawk may accept purchase orders from you for administrative convenience, but standard or general terms of any such purchase order shall have no effect.
Subject to the terms and conditions of this Agreement, including without limitation payment of applicable fees, and subject to applicable laws and regulations including without limitation export control laws and regulations, PrecisionHawk hereby grants to you a non-exclusive, non-transferable license to access and use the Services through PrecisionHawk’s website and to install and use Client Software on computers under your control solely for the purpose of use of the website Services. All rights not expressly granted to you are reserved by PrecisionHawk. In particular you may not do any of the following:
As between you and PrecisionHawk, you shall be the owner of all rights, title and interest, including without limitation all Intellectual Property Rights (defined below), to the data that you provide to PrecisionHawk, and to all maps, graphics, reports, or other digital or printed forms into which that data is transformed by PrecisionHawk in the course of performing the Services (all together, your “Customer Data”). PrecisionHawk will have the right to use your Customer Data for purposes of performing the Services, and as reference materials for purposes of testing and improving PrecisionHawk analytical processes and techniques. PrecisionHawk will have the right to create analytics, compile and freely use any data derived from Customer Data and data derived through provision of the Service (“Derived Data”). For the avoidance of doubt, Derived Data does not include any confidential information of Customer, will not be used to identify Customer, will be anonymized data that is compiled with data from other customers, and will not contain personal information. All right, title and interest in and to Derived Data will be owned by PrecisionHawk. PrecisionHawk will have no right to use your Customer Data for any other purpose or make your Customer Data available to any third party except in accordance with Section 10 of this agreement, or with your instructions. PrecisionHawk will own all right, title and interest in and to any feedback and suggestions you provide regarding the Service including all intellectual property rights contained therein. You will not be entitled to any compensation, royalties or remuneration for providing any such feedback or suggestions. Feedback provided to PrecisionHawk must not be subject to any confidentiality obligations and must not be confidential or proprietary information belonging to you or any third party.
You agree to pay to PrecisionHawk the fees listed in the agreed quotation or, if none, the prices stated in an accepted purchase order or, if none, the prices posted on PrecisionHawk’s website, which PrecisionHawk may change from time to time. You agree to pay all such fees within 30 days after the receipt of an invoice. You will pay all fees without the right of set-off against PrecisionHawk or the right to a chargeback. Late payments will accrue interest at a rate equal to the lesser of (i) 1.5% per month, compounded monthly, or (ii) the highest rate allowed by law. All amounts referenced in a quotation, unless otherwise stated, are in United States dollars.
PrecisionHawk shall not be liable for any taxes, governmental fees or any other fees to be paid in relation to the Services. You agree that you will be responsible for all sales, VAT, or other taxes imposed on the sale or provision of Services to you. Such taxes and fees, if paid by PrecisionHawk, will be included in PrecisionHawk’s invoices to you.
PrecisionHawk shall be entitled to set-off and apply, in whole or in part, the fees payable or already paid to PrecisionHawk for your use of the Services against amounts otherwise owed to PrecisionHawk by you in accordance with these Terms of Service, under a separate agreement, or otherwise incurred by you. PrecisionHawk shall notify you of such a set-off if payments made hereunder are so applied. Without limiting the foregoing, if PrecisionHawk sets-off fees paid hereunder against such amounts already owed by you, such action shall not relieve you of your obligation to pay any additional or remaining fees or expenses for the Services. Failure by PrecisionHawk to provide timely notice of such a set-off shall not constitute a waiver of PrecisionHawk’s right to set-off payments, and PrecisionHawk shall not be liable for any penalties or other amounts as a result of such a failure.
This Agreement will remain in effect through the period for provision of Services identified in a quotation or, if none, indefinitely or until either party notifies the other of termination with thirty (30) days’ notice.
Unless a quotation states otherwise, if you continue to use the Services beyond the period of time stated in the quotation, you will be considered to have extended the quotation on a month-to-month basis. During such extended period, PrecisionHawk may from time to time advise you of changing in pricing, which will become effective upon notice to you if an effective date is not given by PrecisionHawk.
Either party may immediately terminate this Agreement and your account upon the other party’s breach of any material provision of this Agreement, which breach is not cured within thirty (30) days of receiving written notice of the breach. Additionally, PrecisionHawk may immediately terminate this Agreement and your account upon any action by you that PrecisionHawk determines, in its sole judgment, to interfere with the operation or use of the Services. In the event of immediate termination for cause, PrecisionHawk shall be entitled to the entire Services fees for the month in which such termination occurred and you shall not be entitled to any refund or credit thereof.
Additionally, PrecisionHawk shall have that right to immediately suspend access to the Service by any user who attempts to access or use the Service for unauthorized or illegal purposes.
In the event of suspension of a user by PrecisionHawk as provided above, you shall continue to be liable for payment of Services fees incurred by the continued provision of the Services, which shall not be reduced by the suspension.
You shall have the right to terminate this Agreement for cause and without penalty by notifying PrecisionHawk within ten (10) days following the end of a calendar month in the event either of the following occurs: (i) you experience more than 180 minutes of unavailability resulting from three or more nonconsecutive unavailability periods during normal business hours in a calendar month; or (ii) you experience more than eight (8) consecutive business hours of unavailability; or (iii) you experience three consecutive months in which you experienced less than 99% availability based upon an average 30-day month. Such termination will be effective thirty (30) days after receipt of such notice by PrecisionHawk. This paragraph states your sole and exclusive remedy for any inability to access and use the Services.
Provisions of this Agreement that may reasonably be interpreted or construed as surviving the termination of this Agreement shall survive termination of this Agreement.
While this Agreement is in effect, you will be able to download your Customer Data from PrecisionHawk systems. Upon termination of this Agreement or in the event that PrecisionHawk becomes insolvent or bankrupt or for any reason unable to provide the Services, on your request made within thirty (30) days of such termination or notice to you of PrecisionHawk’s inability to continue providing the Services, PrecisionHawk will make your Customer Data available for you to download for an additional period of thirty (30) days.
PrecisionHawk will have the right to modify or discontinue any aspect or feature of the Services, including, but not limited to, the Service's content, functionality, or ability to be accessed and used with particular computer equipment. PrecisionHawk will provide you with notice of any reduction or elimination of particular Services.
The website used to access the Services may contain hyperlinks to other sites on the Internet that are not owned or controlled by PrecisionHawk. PrecisionHawk does not endorse or assume any responsibility for any material on such sites, or any other material outside of the Service, that is accessed directly or indirectly by any such hyperlink.
So long as you are current in the payment of fees owed under this Agreement, you will be entitled to technical support to correct errors in the functioning of the Services. Support will be provided during normal business hours (8 am to 5 pm Eastern Time) unless otherwise specified.
Additional technical support services, available as part of Services, include training in use of the Services, and consulting. Use of these additional technical services requires payment of additional fees to be agreed or, if not agreed, charged at PrecisionHawk’s standard rates.
PrecisionHawk shall not permit or allow other persons to have access to or use your Customer Data other than PrecisionHawk’s employees, consultants or agents who have been notified of the restrictions on use of Customer Data set forth in this Agreement and have agreed to comply with those restrictions. PrecisionHawk agrees to maintain the confidentiality of your Customer Data. PrecisionHawk will provide the Services on a shared server located in the United States hosted by a third party selected by PrecisionHawk, unless you request a different location and hosting provider, which may result in additional costs. PrecisionHawk has taken, and will continue to take, significant measures to provide a high level of security for your Customer Data; however PrecisionHawk cannot guarantee the absolute security of information delivered to PrecisionHawk during your use of the Service and shall not be liable in any way for compromise of your Customer Data.
With respect to this Agreement and the Services, you and PrecisionHawk are acting as independent contractors and neither you nor PrecisionHawk is an agent, partner, or joint venturer with the other party for any purpose. Neither party has any authority to assume or create any obligation for or on behalf of the other party, express, implied, with respect to this Agreement, or otherwise.
PrecisionHawk warrants that the Services will substantially conform in all material respects with their user documentation, and that technical support will be provided in accordance with good professional standards.
THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY OR IMPLIED WARRANTIES OF NON-INFRINGEMENT. Your exclusive remedy against PrecisionHawk for breach of the foregoing warranty will be re-performance of the Service, provided that you notify PrecisionHawk in writing of the breach within fifteen (15) days of becoming aware of the breach.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL PRECISIONHAWK BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, OR LOST INFORMATION ARISING IN CONNECTION WITH THE SERVICES. PRECISIONHAWK’S ENTIRE LIABILITY HEREUNDER IS LIMITED TO THE AMOUNT RECEIVED BY PRECISIONHAWK FROM YOU UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO LIABILITY OR, IN THE ABSENCE OF SUCH AN EVENT, $100.00 UNITED STATES DOLLARS.
PrecisionHawk will defend any legal suit or proceeding brought against you to the extent that such suit or proceeding is based on a claim that the Services provided by PrecisionHawk infringe any patent or copyright or involve the use of any trade secret or confidential information misappropriated by PrecisionHawk. PrecisionHawk will pay all damages and costs based on such claim of infringement or misappropriation that are finally awarded against you in any such suit or proceeding or paid by way of settlement, but PrecisionHawk shall have no liability whatsoever with respect to any settlement made by you without PrecisionHawk's prior written consent, which PrecisionHawk may withhold in its sole discretion.
You agree to defend any legal suit or proceeding brought against PrecisionHawk, its affiliates and their respective officers, directors or employees, to the extent that such suit or proceeding is based on a claim that you were not authorized to provide Customer Data to PrecisionHawk for use in connection with the Services, that Customer Data infringes or misappropriates the intellectual property right of a third party, or that Customer Data delivered by you to PrecisionHawk involved the use or disclosure of any trade secret or confidential information misappropriated by you or the parties providing the Customer Data to you. You will pay all damages and costs based on such claim of infringement or misappropriation which are finally awarded against PrecisionHawk in any such suit or proceeding or paid by way of settlement, but you shall have no liability whatsoever with respect to any settlement made by PrecisionHawk without your prior written consent, which you may withhold in your sole discretion.
The obligations of the indemnifying party under the preceding paragraphs are subject to: (i) the indemnified party giving the indemnifying party prompt notice of any claim; (ii) the indemnified party allowing the indemnifying party to control the defense of the claim; (iii) the indemnified party providing reasonable assistance to the indemnifying party in defense of the claim, at the indemnifying party’s expense; and (iv) the indemnified party not compromising the defense of the claim through action or inaction that has not been expressly approved by the indemnifying party in writing.
The foregoing indemnity obligations constitute the sole and exclusive remedies of each party in connection with claims of intellectual property infringement.
Any notices or other communication required or permitted to be made or given to either party under this Agreement shall be in writing and shall be sufficiently made or given on the date of mailing if sent to such party by email (using the email addresses customarily used by the parties for communications) or facsimile transmission; provided, however, that notices of default or other notices asserting legal rights must also be provided by commercial courier.
This Agreement shall be governed by and construed under the laws of the State of Delaware, without reference to principles of conflict of laws, and any action brought by the Parties to enforce or interpret any provision of this Agreement shall be brought exclusively in an appropriate state or federal court in Delaware. You hereby consent to such jurisdiction and waive any objection to such venue.
Neither party will be liable for failure to perform any of its obligations under this Agreement (except payment obligations) when such failure is caused by the occurrence of any contingency beyond the reasonable control of such party.
Failure to enforce any provision of this Agreement may not be construed as a waiver.
Licensors are third party beneficiaries of all of PrecisionHawk’s rights under this Agreement, including without limitation, restrictions on use of Services, ownership of Intellectual Property, use of Derived Data, limitation of liability, indemnification and use of feedback.
If any provision of this Agreement is void or unenforceable, the remaining provisions will continue in full force and effect.
You are responsible, at your cost, for obtaining any and all governmental licenses or approvals necessary to provide your Customer Data to PrecisionHawk.
You may not assign this Agreement without approval of PrecisionHawk and written agreement of the assignee to the terms of this Agreement. PrecisionHawk may assign this Agreement to any affiliate or any entity that acquires, by merger, consolidation, asset purchase or otherwise, any or all of the business of PrecisionHawk.