Terms of Service

Terms of Service for Measure Ground Control Effective Date: January 1, 2020

These Terms of Use (“Terms”) govern your use of the Measure Ground Control flight
application (“Measure GC”) and other related services (collectively, the “Services”) that
are available from Measure Global Inc. (“Measure” “we” or “us”). By accessing or
using any of the Services, you are electronically signing these Terms and agree to be
bound by them as of the date that you use the Services. If you do not agree to any of
these Terms, you may not access or use the Services.


PLEASE READ THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND
EACH PROVISION. IF YOU DO NOT AGREE TO THE TERMS STATED BELOW OR TO ANY
CHANGES MADE TO THESE TERMS, PLEASE EXIT THE SERVICE IMMEDIATELY.

Your Account

In order to access the Services, you may be asked to create an account and login
credentials such as an account identifier and a password. You are responsible for
maintaining the confidentiality of your login credentials. You accept responsibility for
all activities that occur under your account using your login credentials. In the event
that you know or have a reasonable suspicion that a third party has obtained your
login credentials, you must immediately notify us at support@measure.com. If we
have reasonable grounds for believing that you have misused or are misusing your
login credentials, we may require you to change your login credentials or may
suspend your access to the Services.

Account Eligibility

You must be at least 18 years old 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 been convicted of a crime or violated any FAA or other
aviation regulation; (d) you are not a citizen or resident of a geographic area in which
access or use of the Services is prohibited by applicable law, decree, regulation, treaty,
or administrative act; (e) you are not a citizen or resident of, or located in, a
geographic area that is subject to U.S. or other sovereign country sanctions or
embargoes; and (f) you are not an individual, or an individual employed by or
associated with an entity, identified on the U.S. Department of Commerce’s Denied
Persons or Entity List, the U.S. Department of Treasury’s Specially Designated
Nationals or Blocked Persons Lists, or the Department of State’s Debarred Parties List
or otherwise ineligible to receive items subject to U.S. export control laws and
regulations or other economic sanction rules of any sovereign nation.

Subscriptions

There are various payment and subscription options available for the Services. Once
you register for a free trial or your initial payment is processed your subscription has
begun and you can immediately access the relevant Service.

Subscriptions automatically renew. This means that once you sign up for a free trial
or become a subscribing member, your subscription will automatically renew based
on the subscription program you chose (e.g., annually, monthly, etc.). You will be
charged the rate stated at the time of purchase (plus applicable taxes) at the
beginning of each billing term of your subscription via the billing method you have
provided to us. Please ensure that your billing information is correct to prevent your
subscription from lapsing.

Prices and terms for subscriptions may change at any time. The price and terms in
place when you made your initial purchase or when your subscription last renewed
will stay in effect for the duration of that subscription period, but new prices and
terms may apply to renewals or new subscriptions. Measure will give you reasonable
notice of any change in price or terms before they go into effect. If you do not want
to renew your subscription under these new prices or terms, you may cancel your
subscription as described below.

You may cancel your subscription on your account page in the Services. All refunds
will be credited to the billing method associated with your account.

Unless otherwise stated in the terms of your subscription, the following terms will
apply:

Free Trials: Some of the Services allow you to register for a free trial so you can try
the Services before starting a paid subscription. If you register for a free trial, you may
cancel at any time during the free trial period and incur no charge. If you do not cancel
during the free trial period, your paid subscription will start once your free trial period
ends.
Monthly Subscriptions: Subscriptions billed on a monthly basis may be canceled at
any time prior to two business days before your renewal date but are not eligible for
a refund. If you cancel your monthly subscription, you will retain access to your
Services for the remainder of that month. If you do not cancel your subscription prior
to two days before your renewal date, we will renew your subscription for one more
month.
Subscriptions Longer than a Month: Subscriptions longer than one month may be
canceled during the first 30 days for a full refund. If this subscription begins with a
free trial, the 30-day period begins after the free trial ends. If you cancel this type of
subscription after the first 30 days, you will not receive a refund, but you will retain
access to the relevant Services for the remainder of your subscription period, after
which your subscription will be canceled. If you do not cancel your subscription
within your subscription period, we will renew your subscription for an additional
term equivalent in length to your current subscription. Refunds are not based on
account usage.

Payment Terms

You will pay for the Services via credit card or by other payment type specified in the
applicable Order Form. If you are making payment of via credit card, you agree to
provide accurate payment information and hereby authorize Measure to charge such
credit card for all fees set forth in an applicable Order Form for the contract term (and
any renewal thereof). For payment of fees by any method other than credit card (for
example, check, wire transfer, or ACH), beginning on the start date set forth in an
Order Form, Measure shall invoice for fees in accordance with the payment frequency
stated in the applicable Order Form. You shall pay fees in accordance with the Order
Form. Unless otherwise stated in the applicable Order Form, all payments for which
invoices are delivered are due within thirty (30) days after the date of the invoice. If
Measure has not received payment of fees by the applicable due date, then Measure
may assess a late fee of one and one-half percent (1.5%) per month, or the maximum
rate permitted by law, whichever is lower, from the date such payment was due until
the date paid and/or condition future contract term renewals and Order Forms on
payment terms shorter than those specified herein. If you have elected to pay fees
via credit card and the credit card is charged back to Measure or if any fees invoiced
to you are not paid within thirty (30) days of the invoice date, Measure may: (i) with
respect to chargebacks, cease charging your credit card and invoice you for the
amount charged back and any future fees; (ii) accelerate the payment of any fees
payable; (iii) immediately suspend your access to the Services until payment is made;
and/or (iv) immediately terminate the applicable Order Form for which fees were due
and/or terminate this Agreement.

Taxes

You are responsible for paying, and will pay, all applicable taxes, and will indemnify
and hold Measure harmless from any costs associated with the collection or
withholding thereof, including penalties and interest. Unless otherwise stated in an
Order Form, the fees listed on an Order Form are not inclusive of any applicable taxes.
For clarity, your invoices will include fees and sales taxes. If Measure has the legal
obligation to pay or collect taxes for which you are responsible under this section, the
appropriate amount shall be invoiced to and paid by you unless you provide Measure
with a valid tax exemption certificate authorized by the appropriate taxing authority.

Limitations on Use of the Services

The Services are provided solely for your personal use, and you must not sublicense,
distribute, sell, modify, or alter the Services or any content that you receive via the
Services.
Your registration and your use of the Services must comply with all applicable laws
and regulations. You must not use the Services for any unlawful purpose, any
fraudulent purpose, or for any purpose that is prohibited by or that violates these
Terms.
You must not use the Services in connection with the operation of drones that may
in any way harm people or property; interfere with security-related features of the
Services; or interfere with any security measures of any third party.
You must not use any robot, spider, scraper, or other automated means to access the
Services for any purpose, and you must not take any action that would interfere with,
delay, alter, or otherwise harm operation of the Services or any user of the Services.

Fair Use Policy

Our Fair Use Policy has been created to prevent improper use of Measure software,
so we can offer all our customers an excellent user experience. The Fair Use Policy
for our SaaS solution include user access, data processing, storage, sharing and API
traffic. Each Measure license is to be used by one person only, and reasonable
amounts of data creation for a single person, and is not to be shared with any other
user. We determine the scope of Fair Use we take into account your license against
the usage typical usage across the universe of accounts. When we detect out of the
ordinary levels of usage in your Measure account, we’ll contact you to discuss the
situation and potential alternatives. If the situation doesn’t change, we reserve the
right to limit your account or terminate your license and access to the system.

Intellectual Property


Measure owns all the intellectual property rights in Measure GC and the Services. You
must not reproduce or distribute any content that you access via the Services unless
we provide you with prior written consent to do so.

All trademarks, service marks, trade names, logos and trade dress, whether
registered or unregistered (collectively, the “Marks”) that appear on the Services are
proprietary to Measure or its affiliates. You must not display or reproduce the Marks
unless we provide you with prior written consent to do so. You must not remove or
otherwise modify any trademark notices from any content that you receive via the
Services.

Services Provided “As Is”

Measure assumes no responsibility for any consequence relating directly or indirectly
to any action or inaction that you take based on the information, services or other
materials available via the Services. While we strive to keep the Services accurate,
complete and up to date, we rely on third parties for certain information. Because of
this, we cannot guarantee or be responsible for any damage or loss related to the
accuracy, completeness or timeliness of the information.

THE SERVICES ARE PROVIDED ON AN “AS-IS” BASIS WITH NO WARRANTY OF ANY KIND.
MEASURE DISCLAIMS, TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL
REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE
SERVICES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY
AND FITNESS FOR A PARTICULAR PURPOSE. MEASURE MAKES NO WARRANTY THAT
THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE
UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.

Limitation of Liability

YOU EXPRESSLY AGREE THAT THE USE OF THE SERVICES IS AT YOUR OWN RISK. YOU
MUST MAKE YOUR OWN DECISION ON WHETHER OR NOT TO RELY ON ANY
INFORMATION MADE AVAILABLE ON THE SERVICES. MEASURE SHALL NOT BE LIABLE
FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY
DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS,
GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MEASURE HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF YOUR ACCESS
TO, USE OF, OR INABILITY TO USE THE SERVICES.

Indemnification

You agree to indemnify, defend and hold harmless Measure, and Measure’s
employees, directors, officers, representatives, affiliates and licensors from any
liability, loss, claim and expense (including reasonable attorneys’ fees) related to (1)
your use of the Services or any content obtained in the Services; (2) your violation of
these Terms; or (3) your violation of any rights of any third party.

Privacy

Please review Measure’s Privacy Policy for more information about how we handle
your personal information. The Privacy Policy is incorporated into and made part of
these Terms.

Your Content in Our Services

Certain features of the Service 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 (“User Content”). You retain
ownership of any intellectual property rights that you hold in that User Content. 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 Measure 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 purpose of operating and improving our Services, and
to develop new products and services. This license continues even if you stop using
our Services.

Data Expiry / Data Storage Policy

After a free trial or a paid license expires, all flight logs, processed maps and other
data that were created on the Measure platform with the associated Measure account
are deleted based on our retention policy. This means that flight logs, processed
maps and other data are not accessible after ninety (90) days.

Third-Party Services

Measure may provide tools through the Service that enable you to export
information, including User Content, to third-party services. 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. Our links to third-party
services does not imply we stand behind or we have reviewed the third-party content.

Access to the Service; Modification of Terms

Measure may change or improve the information or content on the Services, or
terminate any of the Services, at any time without notice. Measure may modify these
Terms at any time, and such modifications shall be effective immediately upon
posting of the modified Terms. By continuing to access or use the Services you agree
to be bound by the terms and conditions of the modified Terms.

Termination

We reserve the right in its sole discretion, and without any prior notice, to terminate
your access to the Service for any reason, including your breach of these Terms, the
terms and conditions of any service for which you may have registered, or a violation
of the rights of another user or the law.

Miscellaneous

These Terms and the relationship between you and Measure will be governed by the
laws of District of Columbia, USA without giving effect to principles of conflict of laws
of any jurisdiction. You agree that all disputes arising from or relating to your use of
the Services will be brought exclusively in the state and federal courts situated within
the District of Columbia, USA.
If any provision of these Terms is found to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality,
or unenforceability will not affect the effectiveness or validity of any provision in any
other jurisdiction, and these will be construed and enforced in such jurisdiction as if
such provision had never been included.
These Terms and Measure’s Privacy Policy constitute the entire agreement between
you and Measure with respect to the Services, and they supersede all prior or
contemporaneous communications, whether electronic, oral or written, between you
and Measure with respect to the Services

Copyright and Trademark Notices

All contents of the Services are copyrighted © 2020 Measure Global Inc. All rights
reserved. Other product and company names may be trademarks or service marks
of their respective owners.

 

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