Termini e Condizioni

Hello, and welcome to the AiroCollect Terms and Conditions of Use (“Terms”).

• Outline your legal rights related to AiroCollect
• Explain the rights you give to us when you use AiroCollect
• Describe the rules everyone needs to follow when using AiroCollect

1. Introduction

Airobot (“Airobot”, “we,”, “us”,”our”) offers a cloud-based software platform to process, analyse and share data collected with drones (“Service(s)”). We make using aerial data collected with drones easily accessible for everyone. AiroCollect is cloud based, so you can access it through the web and through a number of device types (e.g., desktop, laptop, tablets, and smartphone devices).

By signing up or otherwise using the Service, or accessing any content or material that is made available through the Service (the “Content”) you are entering into a binding contract with Airobot entity indicated in Section 20

(Contact us).

2. Changes to the Terms

Occasionally we may make changes to the Terms for valid reasons, ensuring the operability or the security of the Service, and for legal or regulatory reasons. When we make material changes to the Terms we’ll provide you with notice as
appropriate under the circumstances, e.g., by displaying a prominent notice or seeking your consent within the Service or by sending you an email. In some cases, we will notify you in advance, and your continued use of the Service after the changes have been made will constitute your acceptance of the changes. Please therefore make sure you read any such notice carefully. If you do not wish to continue using the Service under the new version of the Terms, you may terminate your account by contacting us. If you received a Trial or a Paid Subscription through a third party, you must cancel the applicable Paid Subscription through such third party.

3. Using AiroCollect

3.1 General Use

You represent that

 – you will follow any policies made available to you within the Service. you will not misuse the Service. This implies amongst others that you will not interfere with the Service or try to access it using a method other than the interface and the instructions that we provide. Don’t remove, obscure, or alter any legal notices displayed in or along with our Service.

– you will only use the Service for civil end-uses and you will not use the Service for any purposes prohibited by applicable law, nor in particular for any purpose connected with chemical or biological or nuclear weapons, or missiles or UAVs capable of delivering such weapons.

– In general you will only use the Service as permitted by law, including applicable export and re-export control laws and regulations.

In connection with your use of the Service, we may send you service announcements, administrative messages, and other information. You may opt out of some of those communications.

We may suspend or stop providing our Services to you if you do not comply with our terms or policies or if we are investigating suspected misconduct.

3.2 Service Options

You can find a description of our Service options on our website (www.airobot.eu), where we explain which Service options are available to you. Certain options are provided to you free-of-charge. The Service that does not require payment is currently referred to as “Basic Service (Free)”” Other options require payment before you can access them (the “Paid Subscriptions”). We may also offer special promotional plans, memberships, or services. We reserve the right to modify, terminate or otherwise amend our offered subscription plans and promotional offerings at any time in accordance with these Terms.

3.3 User Responsibility

You represent that:

– you are not located in a country that is subject to an EU embargo, or that has been designated by the EU as a “terrorist supporting” country, and

– you or any of your employees, agents, officers or subcontractors are not listed on any EU list of prohibited or restricted parties.

You are solely responsible for ensuring that you comply with all applicable legal requirements for the operation of any aircraft, including any requirement to detect and avoid other aircrafts. You must at all times comply with all applicable local, state, federal, 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 export and re-export control laws and regulations. You will obtain and maintain all necessary licenses, consents, and authorizations of any kind.

3.4 Your AiroCollect Account

You will need an AiroCollect Account in order to use our Services. You may create your own AiroCollect Account, or your AiroCollect Account may be assigned to you by an administrator, such as your employer. An account is defined as one named user individual (“User”) that can use the Service at a time. Multiple Users may not use the same User account, and only one human being can be associated with a particular User account. If you are using an AiroCollect Account assigned to you by an administrator, different or additional terms may apply and your administrator may be able to access or disable your account.

To protect your AiroCollect Account, keep your password confidential. You are responsible for the activity that happens on or through your AiroCollect Account. Try not to reuse your AiroCollect Account password on third-party applications.

4. Ownership; Intellectual Property Rights

The Service is owned and operated by Airobot. 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 Airobot, are protected by intellectual property and other laws belonging to Airobot or a third party with whom Airobot has entered into an agreement. Except as expressly authorized by Airobot, you may not make use of the Materials. These terms do not grant you the right to use any branding or logos used in our Services.

Airobot gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Airobot as part of the Service. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Service as provided by Airobot, in accordance with these Terms. You may not copy, modify, distribute, sell, or lease any part of our Services or included software, nor may you reverse engineer or attempt to extract the source code of that software, unless laws prohibit those restrictions or you have our written permission.

Using our Services does not give you ownership of any intellectual property rights in the content you access other than as expressly set out in these Terms. Other than User Content (addressed below), you may not use content from our Services unless you obtain permission from its owner or are otherwise permitted by law.

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 Airobot all right, title, and interest in such Feedback.

5. Third Party Applications

The Service is integrated with or may otherwise interact with third party applications, websites, and services (“Third Party Applications”) to make our Service available to you. These Third Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that Airobot does not endorse and is not responsible or liable for the behaviour, features, or content of any Third Party Application for any transaction you may enter into with the provider of any such Third Party Application, nor does Airobot warrant the compatibility or continuing compatibility of the Third Party Applications with the Service.

Airobot uses following third party applications:

• Potree, open-source WebGL based point cloud renderer for large point clouds (https://github.com/potree/potree)
• Leaflet, open-source JavaScript Library for interactive maps (https://leafletjs.com/)
• CesiumJS, open source JavaScript Library for 3D representation (https://cesium.com/cesiumjs/)
• Agisoft, Photogrammetry Software( www.agisoft.com)
• Open Street Map, Open Map Data is available under the Open Database License, and the cartography is licensed as CC BY-SA. (www.openstreetmap.org/copyright)

6. Rights You Grant Us

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 such User Content. In short, what belongs to you stays yours. 4 | 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 Airobot (and those we work with) 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 limited purpose of operating and improving our Services, and to develop new products and services. This license continues even if you stop using our Services.

Why do we need these rights? The following situations are a few examples of where we would need these rights:

• In order to receive your uploaded images, we need the right to store and transmit the data.
• We need the rights to store, transmit, process, modify the user content (images) in order to turn your images into maps and 3D models.
• If you would like to see the resulting maps/models and share them with people you have selected using Airobot, we need the rights to transmit, display and distribute your user content.

Again – you own the Intellectual Property of the data, that means we can’t share or distribute this data without your permission. But we need these rights to provide the service.

7. User Generated Content

You are solely responsible for your User Content and the consequences of posting or publishing User Content. You shall, at your sole cost and expense, obtain and maintain in effect all permits, licenses and other consents necessary to conduct your respective activities hereunder.

Furthermore, by posting and publishing User Content, you represent, and warrant that:

• you obtained all export permits required in relation to the transfer to or input in the Service of User Content
• you are the creator and owner of, or have the necessary licenses, rights, consents, and permissions to use and to authorize Airobot and users of the Service to use and distribute your User Content; and your User Content,
• 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.

7.1 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. Airobot 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 Airobot with respect to User Content.

7.2 Data Storage Policy

After a free trial or a paid license expires, all processed maps and point-clouds that were created on the AiroCollect platform with the associated AiroCollect account will be removed 30 days after the expiration of the trial or contract. If the user renews his contract within this period, the related data will not be removed.

8. Service Limitations and Modifications

9. Customer Support

For customer support with account-related and payment-related questions (“Customer Support Queries”), please contact us through the contact form on our website. We will use reasonable endeavours to respond to all Customer Support Queries within a reasonable time frame.

10. Payments

Access to the Service requires you to purchase a subscription and to pay our automatically recurring monthly or annual subscription fees. Access to certain features of the Service may require you to pay additional fees.

For all paid plans a valid payment account must be entered. For free accounts no payment account information is required. An upgrade from the free plan to any paid subscription plan will trigger a bill. For monthly payment subscription plans, the Service is billed automatically in advance on a monthly basis and is non- refundable. For yearly payment subscription plans, the Service is billed automatically in advance on a yearly basis and is non-refundable. There will be no refunds or credits for partial months or years of service, upgrade/downgrade refunds, or refunds for months without use with an open account. In order to treat everyone equally, no exceptions will be made.

10.1 Fees

During the Contract Term (or Evaluation Term where applicable), you will be charged fees for Users and any applicable Add-On Features or Activity-Based Features (hereafter ‘Fees’). Except as otherwise specified herein or in an order form: (a) Fees are quoted and payable in Euros; (b) Fees are based on Services purchased and not actual usage; (c) your obligation to pay all Fees is non- cancellable, and Fees paid are non-refundable. Airobot will not increase the Fees during the Contract Term stated in an order form. On renewal, you acknowledge that Airobot may, from time to time, add additional features or functionality to the Services that Airobot does not make generally available without payment of additional Fees, and that your access to and use of such additional features and functionality may require payment of additional Fees.

10.2 Payment Terms

Fees must be paid by credit card or by other payment type specified in the applicable order form. If you are making payments of Fees via credit card, you agree to provide accurate payment information and hereby authorize Airobot 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, wire transfer), beginning on the start date set forth in an order form, Airobot shall invoice you 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 Airobot has not received payment of Fees by the applicable due date, then Airobot 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.

If you have chosen to pay Fees via credit card and the credit card is charged back to Airobot or if any Fees invoiced to you are not paid within thirty (30) days of the invoice date, Airobot 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 the agreement with you.

10.3 Taxes

You are responsible for paying, and will pay, all applicable taxes, and will indemnify and hold Airobot 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 Airobot has the legal obligation to pay or collect taxes for which you are responsible under this Section 10.3, the appropriate amount shall be invoiced to you and paid by you unless you provide Airobot with a valid tax exemption certificate authorized by the appropriate taxing authority.

11. Termination

Airobot may terminate the use of the Service: (a) for cause if you breach this Terms and do not remedy such breach within thirty (30) days after receipt of written notice of such breach; (b) immediately if you: (i) terminate your business activity or become insolvent; (ii) admit in writing to the inability to pay your debts as they mature; (iii) make an assignment for the benefit of creditors; or (iv) become subject to direct control of a trustee, receiver, or similar authority; or (c) immediately if you do not pay the Fees when due as described in Section 10.

Upon any expiration or termination of this Terms: (a) Customer’s right to use the Services shall cease, and Airobot shall have no further obligation to make the Services available to Customer; (b) except as otherwise expressly stated herein, all rights and licenses granted to Customer under this Terms will immediately cease; (c) except as provided in Section 10.3, Airobot will have no obligation with respect to any of Customer’s Data; and (d) Customer will pay any unpaid Fees payable for the remainder of the Contract Term under any applicable order form in effect prior to the termination date.

Sections 4, 7, 8, 10, 11, 12, 13, 14, 15, 18 ,19 and 20 herein, as well as any other sections of the Terms that, either explicitly or by their nature, must remain in effect even after termination of the Terms, shall survive termination.

12. Warranty and Disclaimer

We provide our Services using a commercially reasonable level of skill and care and we hope that you will enjoy using them. But there are certain things that we don’t promise about our Services.

OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS OR ADDITIONAL TERMS, NEITHER AIROBOT NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE SERVICES. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT WITHIN THE SERVICES, THE SPECIFIC FUNCTIONS OF THE SERVICES, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE SERVICES “AS IS”.

SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES.

13. Limitation of Liability

WHEN PERMITTED BY LAW, AIROBOT, AND AIROBOT’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA, FINANCIAL LOSSES OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.

TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AIROBOT, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIMS UNDER THESE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE SERVICES (OR, IF WE CHOOSE, TO SUPPLYING YOU THE SERVICES AGAIN).

IN ALL CASES, AIROBOT, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

14. Confidentiality, Non-Recruitment and Non-Compete

You undertake to treat confidentially the commercial and technical information and trade secrets you learn from Airobot and not to use it for your own purposes, even after the termination of the use of the Service.

During the use of the Service and for [twelve months] after it, you undertake, neither directly, nor indirectly and in any capacity, (i) to develop activities or to perform actions on the Belgian territory that are competitive with those of Airobot and (ii) to recruit employees of Airobot. An activity will in any case be considered competitive under (i) when you market software developed and / or supplied by Airobot as (part of a) commercial product. However, after termination of the use of the Service, you are free to purchase competing software from third parties in order to allow and / or continue the exercise of your usual internal purposes.

In case of violation of this article 13, you will owe a lump sum compensation of [EUR 50.000] per violation to Airobot. However, Airobot reserves the right to claim higher compensation if the damage actually suffered is higher.

15. Reference

The customer gives his consent to Airobot to include it as a reference on the Airobot website as well as for other publicity.

16. Entire Agreement

Other than as stated in this section or as explicitly agreed upon in writing between you and Airobot, the Terms constitute all the terms and conditions agreed upon between you and Airobot and supersede any prior agreements in relation to the subject matter of these Terms, whether written or oral.

Please note, however, that certain aspects of your use of the Airobot Service may be governed by additional agreements. That could include, for example, access to the Airobot Service as a result of a gift card, free or discounted Trials, or together with other services. When you are presented with an offer for such aspects of your use, you will be presented with any related additional agreement, and you may have an opportunity to agree to additional terms. Some of those additional terms are listed on Airobot’s website. To the extent that there is any irreconcilable conflict between any additional terms and these Terms, the additional terms shall prevail.

17. Severability and Waiver

Unless as otherwise stated in the Terms, should any provision of the Terms be held invalid or unenforceable for any reason or to any extent, such invalidity or enforceability shall not in any manner affect or render invalid or unenforceable the remaining provisions of the Terms, and the application of that provision shall be enforced to the extent permitted by law.

Any failure by Airobot or any third party beneficiary to enforce the Terms or any provision thereof shall not waive Airobot’s or the applicable third party beneficiary’s right to do so.

As used in these Terms, the words “include” and “including,” and variations thereof, will be deemed to be followed by the words “without limitation.”

18. Force Majeure

Airobot will not be liable for any failure or delay in the availability of the Service or any other performance of its obligations under these Terms on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, pandemics, diseases, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause that is beyond Airobot’s reasonable control, including any failure of wireless cellular services provided by any third party in connection with your use of the Service.

19. Indemnification

You agree to defend, indemnify, and hold Airobot and our affiliates, officers, agents, and employees harmless from and against any demands, loss, liability, claims or expenses (including reasonable attorneys’ fees) made against us by any third party due to or arising out of your use of the Service.

20. Privacy Protection

Airobot’s privacy policy explains how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that Airobot can use such data in accordance with our privacy policies.

21. Choice of Law

These Terms shall be governed by the laws of Belgium.

The Parties agree that all disputes arising out of or in connection with the present Terms shall be finally settled under the Rules of Arbitration of the International Chamber of Commerce by one arbitrator appointed in accordance with the said Rules.

The place of arbitration will be Brussels (Belgium). The language will be English.

However, Airobot has the right to seek for judicial relief before the courts of Hasselt, Belgium in case of infringement of its rights by any of your users or in case of non-payment by you of due invoices.

22. Contact Us