AIRSAGE INC. TERMS OF SERVICE
1. CONTRACTUAL RELATIONSHIP
Welcome to AirSage. Through our airsage.com website (“Site”), Web App, and Mobile App (as such terms are defined below), and related offers, promotions, applications, programs, and products (all of the foregoing in this sentence collectively referred to as the “Services”). The Site is owned and operated by AirSage, Inc. (collectively, with its subsidiaries and affiliates, “AirSage”, “we”, “us” or “our”). References to “you” or “your” mean you as a casual visitor, someone who has created a user account for receiving information from us, user of our Services, member, account holder, or customer, as applicable. These Terms of Service (“Terms”) govern the use of Location Intelligence Services (“LIS”) through the AirSage Site, Web App, and Mobile App.
THESE TERMS ARE IMPORTANT. THEY AFFECT YOUR RIGHTS. PLEASE READ THESE TERMS CAREFULLY AND MAKE SURE THAT YOU UNDERSTAND EACH PROVISION AS THEY CONTAIN IMPORTANT INFORMATION ABOUT THE SERVICES PROVIDED TO YOU. THESE TERMS REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS. PLEASE CAREFULLY REVIEW SECTION 8 OF THESE TERMS FOR MORE INFORMATION. THESE TERMS LIMIT AIRSAGE’S LIABILITY AND THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to these Terms, do not access or use our Site, Web App, Mobile App, or Services. These Terms expressly supersede prior agreements, understandings, or arrangements with you regarding the subject matter of these Terms. Separate supplemental terms may apply to certain Services, such as policies for a particular service plan, program, activity or promotion, and such supplemental terms will be disclosed to you in connection with the applicable Services. Supplemental terms are in addition to, and shall be deemed a part of, these Terms for the purposes of the applicable Services.
Updates to the Terms
AirSage may amend these Terms from time to time. Amendments will be effective as of the date AirSage has posted such amendments on AirSage’s website at https://www.airsage.com/terms-of-service/. Your continued access or use of the Services after such notice and posting confirms your consent to be bound by the Terms, as amended. If you disagree with the amended terms, do not continue to use the Services.
In order to use most aspects of the Services, you must register for and maintain an active personal account with AirSage (“Account”). You must be at least 18 years of age, or the age of legal majority in your jurisdiction (if different than 18), to obtain an Account or use Services. Account registration requires you to submit to AirSage certain Personal Information, such as your name and email. By agreeing to the Terms you represent (i) that you are at least 18 years old and reside in a state, region, or country in which the Services may legally be provided, (ii) you are the person whose name and other information have been provided for the account that you have or are creating, (iii) that you have not previously been suspended or removed from the Services, and (iv) that your registration and your use of the Services is in compliance with any and all applicable laws and regulations. If you are using the Services on behalf of an entity, organization, or company, you represent and warrant that you have the authority to bind such organization to these Terms and you agree to be bound by these Terms on behalf of such organization. You agree to maintain accurate, complete, and up-to-date information in your Account. Your failure to maintain accurate, complete, and up-to-date Account information may result in your inability to access or use the Services.
• All the information that you supply to us in creating your user account must be accurate. You are responsible for maintaining the confidentiality of your account and password. We may reject any user name that violates these Terms, including any user name that uses another person’s identity. You are responsible for authorizing, deauthorizing and administering Account access. You are responsible for maintaining confidentiality of all passwords. Unless otherwise permitted by AirSage in writing, you may only possess one Account. You may not authorize third parties to use your Account.
• We may use the email you provide to us in your user account profile to provide you with service messages and updates. By becoming a user, you are consenting to the receipt of these communications.
After completing registration for an Account, you will be permitted access Services using a valid authentication method (“Access Credential”) which will be linked to your Account. In the event of a lost or stolen Access Credential, you are responsible for immediately notifying AirSage by sending an email to firstname.lastname@example.org or calling (404) 809-2499. You agree to be liable for any and all charges incurred due to usage of the lost or stolen or unauthorized access to your Access Credential (unless due to AirSage’s negligence) until AirSage has been notified.
Modification and Termination
To modify or terminate your Account or Services, (a) email email@example.com with “Attention: Accounts” in the subject line, or (c) call (404) 809-2499. AirSage may immediately terminate these Terms or terminate or suspend any Services with respect to you, or generally cease offering or deny access to the Services or any portion thereof, at any time for any reason in its sole discretion. If AirSage elects to terminate your Account and/or your use of the Services, then you will be responsible for payment for any Services used, but not yet paid for, and any other fees due hereunder, as of the date of such termination. In addition, if applicable, AirSage may collect damages from you in connection with any breach of the Terms by you and may exercise any other remedy available to AirSage hereunder, at law or in equity.
3. WEBSITE; WEB APP; MOBILE APP
License, Use & General Restrictions
Subject to your continued compliance with these Terms, AirSage grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to: (i) access and use AirSage’s website (the “Site”), Web Application (the “Web App”), mobile application (the “Mobile App”) and related services solely in connection with your use of the Services; and (ii) access and use any content, information and related materials that may be made available through the Site, Web App, and/or Mobile App. Any rights not expressly granted herein are reserved by AirSage.
The Web App and Mobile App provide Location Intelligence Services and information regarding your Account. You are responsible for all use of the Web App and/or Mobile App under your user name and/or by use of your password.
You may provide links to the Site, provided that (i) you do not remove or obscure, by framing or otherwise, any AirSage identifications, copyright notice, or other notices on the Site, (ii) your site does not engage in illegal or pornographic activities, and (iii) you discontinue providing links to the Site immediately upon request by AirSage.
You acknowledge and agree that AirSage may modify the Site, Web App and/or Mobile App in any way and at any time, with or without notice. You further acknowledge and agree that, while AirSage has attempted to provide accurate information on the Site, Web App and/or Mobile App, such information may change frequently and in no event will AirSage be responsible for the accuracy, timeliness, reliability, usefulness, or completeness of any information, materials, or other content, or that any such information, materials, or other content is the most up-to date. AirSage does not represent or warrant that the Site, Web App or Mobile App will be error-free, free of viruses or other harmful components.
You may not: (i) remove, obscure, or modify any copyright, trademark or other proprietary notices from any portion of the Site, Web App and/or Mobile App; (ii) reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Site, Web App, and/or Mobile App except as expressly permitted by AirSage; (iii) decompile, reverse engineer, or disassemble the Site, Web App, and/or Mobile App except as may be permitted by applicable law; (iv) link to, mirror or frame any portion of the Site, Web App, and/or Mobile App; (v) cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site, Web App, and/or Mobile App or that unduly burden or hinder the operation and/or functionality of any aspect of the Site, Web App and/or Mobile App; (vi) attempt to gain unauthorized access to or impair any aspect of the Site, Web App, and/or Mobile App or its related systems or networks; (vii) impersonate or attempt to impersonate us, our employees, another user or any other person or entity (including, without limitation, by using email addresses or screen names associated with any of the foregoing); or, (viii) attack the Site via a denial-of-service attack or a distributed denial-of-service attack.
4. PRICING, SUSPENTION & TERMINATION
• You understand that use of the Services may result in charges to you for the services or products you receive (“Charges”). Details of Services, pricing for such Services, and any supplemental terms offered by AirSage (collectively, a “Partnership program level”) are located in your online Account and upon the request at firstname.lastname@example.org. Please login to your Account or visit the Site for further information on your Partnership program level.
Unless your Contract with AirSage specifies otherwise, AirSage reserves the right to establish and revise Partnership program level pricing, including membership fees and time or usage-based rates, at any time in AirSage’s sole discretion. Further, you acknowledge and agree that some aspects of Partnership program level pricing are based on certain geographical areas, and, therefore, pricing may vary according to the location of the Services. You may view current Partnership program level pricing in your account of upon the request at email@example.com. AirSage will use reasonable efforts to inform you of material changes in Partnership program level pricing that may apply to you, provided that you will be responsible for Charges incurred under your Account regardless of your awareness of pricing, unless otherwise determined by AirSage. All Charges paid by you are final and non-refundable, unless otherwise determined by AirSage.
AirSage may from time to time provide certain users with promotional offers and discounts that may result in different amounts charged for the same or similar Services, and you agree that such promotional offers and discounts, unless also made available to you, shall have no bearing on your use of the Services or the Charges applied to you. If you are receiving a free trial or Promotional Program not associated with a Partnership program level, you may be placed on a successor Partnership program level at the end of such trial or program.
Suspension of Service
• Suspension. We may suspend your account and access to the Service, with or without notice, if you violate any provision of these Terms.
• The Effects of Account Suspension. Upon any suspension of your account, all Service associated with your account will be suspended or otherwise made inaccessible until and unless all issues are addressed and resolved by you, to our satisfaction, and within the time frame we specify. During any suspension of your account or any individual Service, you will not be permitted to: (i) add, upgrade, downgrade or modify any of the Service; (ii) request an emergency restoration; (iii) transfer any Service; (iv) access any of the websites, email accounts or Content associated with the suspended Service or account. You agree to hold us harmless from and against any and all claims, losses or damages arising from any suspension of your account or the individual Service.
• Term. These Terms shall commence upon your use of the Site or the Service and shall continue until terminated.
o We reserve the right to deactivate any accounts which have not been active for at least six (6) months.
o We reserve the right to delete data in deactivated accounts.
o We reserve the right to stop providing the Site or the Service to you or access to the Site at any time for any reason and without prior notice.
o We reserve the right, in our sole discretion, to close your account, without prior notice, for any one or all of the following: (i) if you breach, whether intentionally or unintentionally, any of these Terms, any supplemental rules and guidelines, any of the terms and conditions of the respective service providers, or any of our rights; (ii) if we receive notice that you or your company will be or are/is subject to insolvency proceedings; (iii) upon our receipt of any third party chargeback associated with any payment method tendered as payment on your account; (iv) if we do not receive a written response from you within 48 hours of any notice sent to you by our abuse department; (v) if, in our judgment, your use of the Site or the Service has the potential to pose any harm to us, any of our affiliates, partners, service providers or customers; (vi) if your account becomes past due and is not paid as set forth in the Contract with AirSage; (vii) if a hacked script or otherwise compromised website is discovered on our systems at the Service in use by you; (viii) if an unusual spike in resource usage is detected by our systems resulting in an account far outstripping the allotted resources; (ix) if you fail to cure any suspension of your account or any individual Service, to our satisfaction, and within the time frame we specify; or (x) if, in our judgment, we have received too many complaints about your User Content (where submission of User Content is permitted). In the event of any such closure of your account, you will not be eligible for a refund of any fees and you may be prohibited from reopening your account, opening a new account or accessing any existing account. You agree that we shall not be liable, in any way, for any closure pursuant to this section of the Terms.
Upon any closure of your account: (i) these Terms and all rights granted under these Terms shall cease immediately (except those expressly surviving or which by their nature would survive); (ii) all access to the Service and your account will cease immediately; (iii) you will be billed for, and we may automatically attempt to collect from your payment method, any outstanding amount owed; and (iv) all of your data will (at our option) be deleted from our servers and backup systems and we may not have or keep backup of the data and User Content. We recommend that you run very regular backups. As well, we also recommend that you ensure you have retrieved all data and User Content and made all necessary backups before submitting any request to close your account or any of the Service. You agree to hold us harmless from and against any and all claims, losses or damages arising from any closure of your account. Any and all sections in these Terms which impose obligations continuing in their nature shall survive closure or otherwise continue to remain in full force and effect even after account closure. You are not permitted to access your account or any of the Service formerly associated with your account following any closure.
5. COPYRIGHT & SERVICE MARKS
The content, organization, software code, graphics, design, compilation, magnetic translation, digital conversion, and other aspects related to the design, function, performance, or operation of the Site, Web App, and Mobile App are protected under applicable copyright, trademark and other proprietary intellectual property rights. The copying, redistribution, use, or publication by you of any such matters or part of such matters, unless your Contract with AirSage specifies otherwise, is strictly prohibited. You do not acquire ownership rights to any content, document, or other materials viewed through the Site, Web App or Mobile App.
AirSage logo and our other brands are our service marks or registered service marks or trademarks. Some of the content, products and company names mentioned on the Site, Web App and Mobile App may be copyrighted work of third parties and/or trademarks of their respective owners. Use, reference, copying or publication by you of any service marks or trademarks owned by AirSage or a third party mentioned on the Site, Web App, and/or Mobile App, unless your Contract with AirSage specifies otherwise, is strictly prohibited.
COOPERATION WITH LAW ENFORCEMENT AND GOVERNMENT AGENCIES; REQUIRED DISCLOSURES
You acknowledge that we have the right to investigate complaints and prosecute reported violations of these Terms, including intellectual property, publicity and privacy rights infringement and website security issues, to the fullest extent of the law. We may report violations to, and involve and cooperate with law enforcement authorities, regulators, or other agencies or third parties in prosecuting users who violate these Terms. You acknowledge that we have no obligation to monitor your access to or use of the Site or the Services, but we have the right to do so for the purpose of operating the Site, to ensure your compliance with these Terms or to comply with applicable law or the order or requirement of a court, administrative agency or other governmental or regulatory body.
You understand and agree that we may disclose your Personal Information, usage history, IP addresses, traffic information, or any other information relating to your Account or your use of our Site, Web App, or Services, if required to do so by law, regulation, regulatory agency request or order, court order, legal process, or subpoena, including to respond to any government or regulatory request (after, if permitted, giving reasonable notice to you and using commercially reasonable efforts to provide you with the opportunity to seek a protective order or the equivalent (at your expense), or if we believe that such action is necessary to (a) conform to the law, comply with legal process served on us or our affiliates or partners, or investigate, prevent, or take action regarding suspected or actual illegal activities; (b) to enforce these Terms (including for billing and collection purposes), take precautions against liability, to investigate and defend ourselves against any third-party claims or allegations, to assist government enforcement agencies, or to protect the security or integrity of our Site; or, (c) to exercise or protect the rights, property, or the safety of us, our users or others.
6. DISCLAIMERS; LIMITATION OF LIABILITY; INDEMNITY
AirSage shall use commercially reasonable efforts to provide continuous access to the Services pursuant to these Terms. AirSage does not guarantee that the Services will be accessible at all times. The Services may be unavailable during maintenance periods or during an emergency. In addition to normal maintenance, there may be events that will make the Service inaccessible for a limited amount of time due to unforeseen circumstances. AirSage has the right to refuse access to the Services. AirSage has right to cease offering the Services at any time and in AirSage’s sole discretion.
THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND ALL OTHER SIMILAR WARRANTIES ARE HEREBY EXPRESSLY DISCLAIMED WITH RESPECT TO (I) INFORMATION, CONTENT AND DOCUMENTS FROM OR THROUGH THE SITE, WEB APP, OR MOBILE APP, AND (II) THE SERVICES, EXCEPT AS SET FORTH IN THESE TERMS.
Limitation of Liability
NOTWITHSTANDING ANY OTHER PROVISIONS OF THE TERMS OF A PLAN TO THE CONTRARY, REGARDLESS OF THE LEGAL OR EQUITABLE BASIS OF ANY CLAIM, IN NO EVENT SHALL AIRSAGE BE LIABLE TO YOU FOR ANY INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THESE TERMS, THE TERMS OF A PARTNERSHIP PROGRAM, ANY ERRORS IN OR OMISSIONS FROM THE SITE, WEB APP, MOBILE APP, OR ANY SERVICES OR PRODUCTS OBTAINABLE THEREFROM, THE UNAVAILABILITY OR INTERRUPTION OF THE SITE, WEB APP, MOBILE APP, OR ANY FEATURES THEREOF, YOUR USE OF THE SITE, WEB APP, OR MOBILE APP, THE CONTENT CONTAINED ON THE SITE, WEB APP, OR MOBILE APP OR ANY DELAY OR FAILURE IN PERFORMANCE BEYOND THE CONTROL OF ANY AFFILIATE, INCLUDING, BUT NOT LIMITED TO, DAMAGES THAT RESULT FROM THE PERFORMANCE OR NONPERFORMANCE OF AIRSAGE’S OBLIGATIONS UNDER THESE TERMS OR THE TERMS OF A PLAN, YOUR USE OF ANY AIRSAGE EQUIPMENT, INSTALLATION OF AIRSAGE EQUIPMENT, AIRSAGE’S ACTS OR OMISSIONS RELATED TO A PLAN WHETHER OR NOT ARISING FROM SOLE, JOINT OR CONCURRENT NEGLIGENCE, STRICT LIABILITY, VIOLATION OF LAW, BREACH OF CONTRACT, BREACH OF INDEMNITY PROVISIONS, BREACH OF WARRANTY OR ANY OTHER THEORY OR SOURCE WHETHER OR NOT FORESEEABLE AND EVEN IF AIRSAGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND YOU HEREBY RELEASE AIRSAGE FROM ANY SUCH EXCLUDED DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE MAXIMUM AGGREGATE LIMIT OF AIRSAGE’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN TORT OR BY STATUTE OR OTHERWISE) TO YOU FOR ANY MATTER RELATED TO THESE TERMS, THE TERMS OF A PLAN, YOUR USE OF AIRSAGE EQUIPMENT, THE INSTALLATION OF AIRSAGE EQUIPMENT, THE MOBILE APP, THE WEB APP, AND THE SITE SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT OF THE FEES PAID BY YOU WITH RESPECT TO THE SERVICES DURING THE SIX (6) MONTHS IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
THE NEGATION AND LIMITATION OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN AIRSAGE AND YOU. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US THROUGH THE SITE, WEB APP, MOBILE APP, OR OTHERWISE SHALL CREATE ANY WARRANTY, REPRESENTATION, OR GUARANTEE NOT EXPRESSLY STATED IN THESE TERMS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE §1542, WHICH SAYS: A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.
YOU AGREE TO INDEMNIFY AND HOLD HARMLESS AIRSAGE, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, PARTNERS, SHAREHOLDERS, EMPLOYEES, CONTRACTORS, AND AGENTS FROM AND AGAINST ALL THIRD-PARTY ACTIONS, CAUSES OF ACTION, CLAIMS, DEMANDS, LOSSES, COSTS, DAMAGES, DEFICIENCIES, JUDGMENTS, LIABILITIES, PENALTIES, FINES, ASSESSMENTS, AND EXPENSES (INCLUDING, WITHOUT LIMITATION, ATTORNEY’S FEES AND COSTS OF LITIGATION) WHICH THEY OR ANY OF THEM SUFFER OR INCUR RESULTING FROM, BY REASON OF, ARISING OUT OF OR IN CONNECTION WITH: (I) PERSONAL INJURY, BODILY INJURY, INCLUDING FATAL INJURY TO, OR LOSS OF OR DAMAGE TO THE PROPERTY OF, ANY PERSON OR ENTITY WHATSOEVER (INCLUDING THE PARTIES HERETO) ARISING OUT OF OR IN CONNECTION WITH YOUR, OR ANYONE USING YOUR ACCESS CREDENTIAL, (II) YOUR NEGLIGENT USE OF THE SERVICES, (III) ANY BREACH BY YOU OF ANY REPRESENTATION, WARRANTY, AGREEMENT, OBLIGATION, OR COVENANT MADE BY YOU TO AIRSAGE INCLUDING IN ANY PLAN, AGREEMENT, CERTIFICATE, DOCUMENT, SCHEDULE, ANNEX, OR OTHER INFORMATION RELATING TO OR DELIVERED PURSUANT HERETO, (IV) ANY ACTUAL OR PROSPECTIVE CLAIM, LITIGATION, INVESTIGATION, OR PROCEEDING RELATING TO ANY OF THE FOREGOING, WHETHER BASED ON AGREEMENT, TORT, OR ANY OTHER THEORY, WHETHER BROUGHT BY A THIRD PARTY OR BY YOU, OR (V) YOUR USE OF THE SITE, WEB APP, OR MOBILE APP.
7. OTHER PROVISIONS
By creating an Account or giving us any contact information, you agree to and do hereby consent to receive mail and electronic communications (email, text/SMS and by telephone) from AirSage, in addition to any postings of communications by AirSage on the Site (e.g., by posting notices on your account profile page), concerning information and/or our Services (collectively, “Communications”). For account holders, Communications may be those that AirSage is required to send to you by law concerning us, your Account or information, the Site, or the Services (“Required Communications”). The Communications may also be those that AirSage sends to you for other reasons. You may change the email or mobile phone number on file for your account by visiting your account profile page or by contacting AirSage. You may opt out of receiving all Communications, other than Required Communications, via email by sending a notice to us that identifies your full name, user name and email address; however, you will not receive any further electronic notices from AirSage (other than Required Communications), which notices may include important notices or announcements.