SURFACE OPS APPLICATION SERVICES TERMS OF SERVICE AND LICENSE AGREEMENT

These Application Services Terms of Service and License Agreement (“Terms”) govern Customer’s access to and use of the Surface Ops application and related services (collectively, the “Services”) provided by uAvionix Corporation (“uAvionix”).

By accepting these Terms, the individual accepting these Terms (“Authorized Representative”) represents and warrants that (a) the information provided in connection with registration is accurate, (b) Authorized Representative is authorized to accept these Terms and bind the organization identified during registration (“Customer”), and (c) Customer agrees to be bound by these Terms.

1. Subscription and Access

Customer may access the Services only pursuant to the subscription tier selected during registration and accepted by uAvionix (the “Subscription”). The applicable Subscription tier, number of authorized users, subscription term, and fees will be identified in the applicable order or sales confirmation issued by Company.

uAvionix may change or discontinue portions of the Services from time to time, provided that uAvionix will not materially reduce the core functionality of the Services during a paid Subscription Term.

2. License and Authorized Users

Subject to Customer’s compliance with these Terms and payment of applicable fees, uAvionix grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the applicable Subscription Term to access and use the Services solely for Customer’s internal business and operational purposes in connection with Customer’s use of uAvionix’s products.

Customer may permit only the number of individual users authorized under its applicable Subscription tier (“Authorized Users”) to access the Services. Customer is responsible for all activity conducted through its Authorized Users’ accounts and may not share accounts or credentials.

Customer may not, and may not permit any third party to: (a) copy, modify, distribute, sell, resell, lease, sublicense, or otherwise exploit the Services; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the Services; (c) circumvent or interfere with security features or access controls; (d) use the Services to develop a competing product or service; or (e) use the Services except as expressly permitted by these Terms.

3. Customer Responsibilities

Customer is responsible for obtaining and maintaining connectivity and other resources necessary to access the Services.

Customer will use the Services in compliance with all applicable laws and regulations and will not use the Services in any manner that could damage, disable, overburden, or impair the Services or interfere with another customer's use of the Services.

4. Ownership

The Services, including all software, technology, documentation, interfaces, designs, and related intellectual property, are owned by uAvionix or its licensors. Except for the limited rights expressly granted under these Terms, uAvionix reserves all rights in and to the Services.

Customer retains ownership of information and data submitted by Customer to the Services (“Customer Data”). Customer grants uAvionix a limited right to use Customer Data as necessary to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms.

5. Fees and Payment

Customer will pay the fees specified in the applicable order or sales confirmation. Unless otherwise stated, fees are non-refundable and are exclusive of applicable taxes, which Customer is responsible for paying.

6. Term and Termination

The Subscription begins on the effective date specified in the applicable order or sales confirmation and continues for the applicable Subscription Term.

Either party may terminate these Terms for a material breach that remains uncured for thirty (30) days after written notice. uAvionix may suspend or terminate access immediately if reasonably necessary to prevent a security threat, unlawful use, or material harm to the Services.

Upon expiration or termination of the Subscription, Customer’s right to access and use the Services will immediately cease.

7. Disclaimer

THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” EXCEPT TO THE EXTENT EXPRESSLY PROVIDED OTHERWISE IN AN APPLICABLE ORDER OR WRITTEN AGREEMENT. UAVIONIX DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.

The Services are intended to supplement, and not replace, visual observations and communications. The Services are not intended, designed, or certified for use as the bases for maintaining aircraft separation, collision avoidance, or other real-time operational control decisions. Customer remains responsible for determining whether and how to rely upon information provided through the Services.

8. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UAVIONIX WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UAVIONIX’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9. Confidentiality

Each party will protect the other party’s non-public information disclosed in connection with the Services and will use such information only as necessary to perform its obligations or exercise its rights under these Terms. This obligation does not apply to information that is publicly available, independently developed, lawfully received from a third party, or required to be disclosed by law.

10. General

These Terms, together with the applicable order or sales confirmation, constitute the agreement between uAvionix and Customer regarding the Services and supersede prior agreements concerning the Services. If there is a conflict between these Terms and an applicable order, the order controls solely with respect to the specific commercial terms stated in the order.

Customer may not assign these Terms without uAvionix’s prior written consent. uAvionix may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of the Services.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in effect. These Terms will be governed by the laws of Delaware, without regard to its conflict-of-law principles.

11. Acceptance

By selecting the applicable Subscription tier, providing the requested information, and clicking “I Agree to the Terms of Service,” the Authorized Representative acknowledges that they have reviewed these Terms and agree to be bound by them on behalf of Customer. By clicking “I am Authorized to Agree to the Terms of Service,” the Authorized Representative represents and warrants that they are authorized to accept these Terms and bind Customer to them.