Event 38 Unmanned Systems, Inc.
Last Updated: January 4, 2016
Thank You for Your interest in Event 38, Unmanned Systems, Inc., a Delaware limited liability company
(“Event 38,” “we,” or “us”) and our Drone Data Management System™ (DDMS™ or System or Service). These Terms of Service (“Terms”) represent the contract between you (“You” or User) and Event 38 regarding Your use of the DDMS.
BY CLICKING “I ACCEPT,” OR BY USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. If You do not agree to these Terms, then You do not have our permission to use the Service.
The Event 38 DDMS (the “Service”) is a cloud and local computer based image and data processing service offered through our website www.event 38.com ( “Website”) that allows You to submit images and other data (“Your Data”) collected by an unmanned aerial vehicle (UAV or drone) or other collection tool. The Service will process Your Data and return processed images and or reports to You (“Results”).
As a customer of the Service or a representative of an entity that’s a customer of the Service, You are a “User” according to this agreement.
All software made available to You by Event 38 (including DDMS™ Service software, hosted software, firmware or other software on Devices, and any downloadable software) (the “Software”) is licensed and is not sold. Unless we provide specific different terms with any particular Software, all Software that You are permitted to use is provided to You subject to a limited, individual, revocable, non-exclusive, non-transferrable, and non-assignable personal license to use the Software to use the Service in accordance with these Terms. If You do not use the Software in accordance with these Terms, You do not have a license to any Software, and any license that was previously granted to You is automatically revoked. The Software license is granted subject to Your compliance with the following prohibitions, and You agree not to: (a) grant any third-party any right in or to the Software (b) modify, reverse-engineer, disassemble, or attempt to derive any Software source code, except to the extent that we may not restrict this activity under applicable law or Third Party Terms; or (c) resell, distribute, transfer, rent, loan, or otherwise provide anyone access to any portion of the Software, Device, or Service. We may update the Software automatically, and You agree that we may update the Software.
Open Source and Other Third Party Software.
The Software may contain or be accompanied by software code provided by third parties (“Third Party Software”) that may be subject to separate license terms (the “Third Party Terms”), and not any license contained in these Terms. Your use of the Third Party Software in conjunction with the Service in a manner consistent with the Terms is permitted. However, You may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on Your use of the Third Party Software.
You must be at least 18 years old to use the Service. By agreeing to these Terms, You agree to the Terms, and 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 Service; (c) You have not previously been convicted of a crime or violated any FAA or other aviation regulation; and (d) Your registration and Your use of the Service is in compliance with all applicable laws and regulations.
If You are using the Service on behalf of an entity, organization, or company, You represent and warrant that You have the authority to bind that organization to these Terms and You agree to be bound by these Terms on behalf of that organization.
By using the Service, You represent and warrant that You meet all the requirements listed above, and that You won’t use the Service in a way that violates any laws or regulations. Event 38 may refuse service, close accounts of any Users, and change eligibility requirements at any time.
Accounts and Registration
In order to use the Service, You must register for an account. When You register for an account, You may be required to provide us with some information about Yourself, such as Your e-mail address or other contact information and credit card information for payment processing. You agree that the information You provide to us is accurate and that You will keep it accurate and up-to-date at all times. When You register, You will be asked to create a password. You are solely responsible for maintaining the confidentiality of Your account and password. You agree to accept responsibility for all activities that occur under Your account. If You have reason to believe that Your account is no longer secure, then You must immediately notify us at support@Event38.com .
You are also responsible for any account that You have access to, whether or not You authorized the use. You will immediately notify us of any unauthorized use of Your accounts. We are not responsible for any losses due to stolen or hacked passwords. We don’t have access to Your current password, and for security reasons, we may only reset Your password.
The Term begins when You sign up for the Service and continues as long as You use it. Clicking the button and entering Your username means that You’ve officially “signed” the Terms. If You sign up for the Service on behalf of a company or other entity, You represent and warrant that You have the authority to accept these Terms on their behalf.
Termination of Use; Discontinuation and Modification of the Service.
Closing Your Account
You or Event 38 may terminate this Agreement at any time and for any reason by giving Notice to the other party. We may suspend or revoke our Service to You at any time, with or without cause. Once terminated, we may permanently delete Your account and all the data associated with it, including Your data from our Website. We will give You advance notification of our intent to delete Your Data so You can copy it. If You don’t log in to Your account for 12 or more months, we may treat Your account as “inactive” and permanently delete the account and all the data associated with it.
If You violate any provision of these Terms, Your permission from us to use the Service will terminate automatically. We also reserve the right to modify or discontinue the Service at any time (including by limiting or discontinuing certain features of the Service) without notice to You. We will have no liability whatsoever on account of any change to the Service or any suspension or termination of Your access to or use of the Service, except that if we terminate these Terms and Your account for our convenience, we will provide You a pro-rata refund of prepaid subscription fees. You may terminate Your account at any time by contacting customer service at support@Event38.com. If You terminate Your account, You remain obligated to pay all outstanding fees, if any, relating to Your use of the Service incurred prior to termination.
If a change to these Terms materially modifies Your rights or obligations, You may be required to accept the modified Terms in order to continue to use the Service. Material modifications are effective upon Your acceptance of the modified Terms. Immaterial modifications are effective upon publication. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Ownership of Your Data and Results
You own the data that You submit to us (Your Data) and the results we provide to You. We will never share Your Data or results with any party outside of Event 38 in a way that readily reveals Your identity or the location of Your Data or results unless we are legally required to do so.
Event 38 may create products that involve aggregating Your Results with the results of our other users. We may also use Your Data and results to create algorithms that provide better insight into drone analytics development. You grant Event 38 a perpetual, fully-paid, nonexclusive license to use the results and Your Data for these purposes.
Fees for use of the Service are posted on our Website and may be changed from time to time with 10 business days’ notice. If Event 38 changes the fees for the Service, including adding additional fees or charges, and You do not accept the changes, Event 38 has the right to discontinue providing the Service to You. Access to the Service may require You to pay certain one time and automatically recurring monthly or annual access fees. Access to certain features of the Service may require You to pay additional fees. All fees are in U.S. Dollars and are non-refundable. Event 38 will charge the payment method You specify at the time of purchase. You authorize Event 38 to charge all sums for the Service You select, to that payment method. If You pay any fees with a credit card, Event 38 may seek pre-authorization of Your credit card account prior to Your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover Your purchase. The Service may include functionality for activating, updating or canceling recurring payments for periodic charges. If You activate or update recurring payments through the Service, You authorize Event 38 to periodically charge at the beginning of a period, on a going-forward basis and until cancellation of either the recurring payments or Your account, all accrued sums on or before the payment due date for the accrued sums.
If You have a problem with the quality of any results You have accepted, please contact us and we will provide a refund if we can’t fix the problem to Your satisfaction.
Compliance with Laws
You represent and warrant that Your use of the Service will comply with all applicable laws and regulations. You are responsible for determining whether our Services are suitable for You to use in light of any regulations like GLB, EU Data Privacy Laws, or other laws. If You are subject to regulations and You use our Service, then we won’t be liable if our Service doesn’t meet those requirements.
You agree not to use the Service to use Drones in any way that may harm people or property; break any laws; interfere with security-related features of the Service; interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (a) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (b) making any unsolicited offer or advertisement to another user of the Service; (c) attempting to collect data about another user or another third party without consent; or (d) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service, or violating any regulation, policy, or procedure of any network, equipment, or server; perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, or accessing any other Service account without permission; sell or otherwise transfer the access granted under these Terms or any Materials or any right or ability to view, access, or use any Material.
Event 38 may provide tools through the Service that enable You to export information, including data, 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.
Ownership; Intellectual Property; Proprietary Rights
The Service, including intellectual property rights is owned and operated by Event 38. 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 Event 38 are protected by intellectual property and other laws. All Materials contained in the Service are the property of Event 38 or our third-party licensors. Except as expressly authorized by Event 38, You may not make use of the Materials. Event 38 reserves all rights to the Materials not granted expressly in these Terms. 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 Event 38 all right, title, and interest in such Feedback and will execute any documents and take any additional actions Event 38 deems necessary to evidence, record, or perfect the foregoing assignment.
Event 38 owns certain worldwide intellectual property rights including product name(s), trademarks, services marks, trade dress, or trade names associated with Services or our Website owned by or licensed to Event 38, R&D information, manufacturing and processing technology and other information, and nothing in these Terms shall grant to User any right, title, or interest in any Event 38 intellectual property other than indicated herein.
Exclusion of Certain Damages
In no event will any member of the Event 38 Team, defined below, be liable for any indirect, special, consequential, punitive or exemplary damages, regardless of the legal theory involved, and regardless of their negligence or other fault, even if they have been advised of the possibility of such damages. The “Event 38 Team” means Event 38 and all its officers, directors, owners, employees, agents, contractors and representatives
Limit of Liability
IN NO EVENT WILL THE EVENT 38 TEAM BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY EVENT 38 ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE, INCLUDING DAMAGES RELATED TO PERSONAL INJURY, DESTRUCTION OF PROPERTY, OR VIOLATION OF LAW.
IF A CLAIM FOR LIABILITY OR DAMAGES IS MADE AGAINST A MEMBER OF THE EVENT 38 TEAM, SUCH MEMBER WILL NOT BE LIABLE ON THAT CLAIM OR ANY RELATED CLAIM FOR AN AMOUNT GREATER THAN (A) THE AMOUNT PAID TO THE CLAIMANT FOR SERVICES DURING THE MONTH BEFORE THE CLAIM IS ASSERTED, OR (B) $2,000, WHICHEVER IS GREATER.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 20 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
THE WEBSITE, THE SERVICE, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. EVENT 38 DISCLAIM ALL WARRANTIES, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE; EVENT 38 DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE EVENT 38 TEAM OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SERVICE, YOUR DEALING WITH ANY OTHER SERVICE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SERVICE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR CONTENT THROUGH THE SERVICE AND ANY ASSOCIATED SITES OR SERVICES, AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SERVICE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
Sole Remedy and Assumption of Risk
Your sole remedy against any member of the Event 38 Team for the breach of any warranty or other obligation relating to Services is to have Event 38 re-perform the Services in question if possible. You understand that use of the Services and reliance upon Results may entail a significant risk of loss or damage to property or economic loss. You have voluntarily assumed all of that risk.
The exclusions, limits and disclaimers stated above will not apply to the extent prohibited by applicable law.
You agree to indemnify, defend and hold harmless each member of the Event 38 and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (“the Event 38 Team ”) from and against any and all liability, cost, expense, damage, or obligation, including attorneys’ fees (“Damages”), arising out of or in connection with Your use of the Website, Services or Results, or arising out of a third party’s use of the Website, Services or Results using Your login credentials, or any dispute or issue between You and any third party whether such Damages arise out of or in connection with a claim brought by a third party or otherwise. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by You (without limiting Your indemnification obligations with respect to that matter), and in that case, You agree to cooperate with our defense of that claim.
The Service, Software, and Website may be subject to U.S. export and re-export control laws and regulations, including the Export Administration Regulations (EAR) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (OFAC), and the International Traffic in Arms Regulations (ITAR) maintained by the Department of State. Additionally, the Service, Software, and Website may be subject to foreign export controls. You agree to comply with all applicable export and re-export control laws and regulations, including both U.S. and foreign controls. Specifically, You warrant that You are: (a) not located in Cuba, Iran, North Korea, Sudan, or Syria; and (b) not a denied party as specified in the regulations listed above. You also covenant that You will not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from Event 38 to any destination, entity, or person prohibited by the laws or regulations of the United States or any other country from which the product is exported, without obtaining prior authorization from the competent government authorities as required by those laws and regulations.
Absence of third party beneficiary rights
No provision of these Terms is intended nor shall be interpreted to provide or create any third party beneficiary rights or any other rights of any kind in any person/entity, and all provisions hereof shall be personal to the parties hereto.
In the event any legal action is instituted between the parties in connection with these terms, the prevailing party, in addition to any other rights and remedies it may have, shall be entitled to reimbursement of its expenses, including court costs and reasonable attorneys’ fees. Both parties agree to attempt to settle any differences through mediation prior to taking any legal action.
The parties agree that the failure of a party at any time to require performance by the other party of any of the provisions herein shall not operate as a waiver of the right of a party to request strict performance of the same or like provisions, or any other provisions hereof, at a later time.
Governing law, jurisdiction, and enforcement of proceedings
These Terms shall be governed by, construed under, and enforced in accordance with the laws of the State of Ohio, including its enactment of the Uniform Commercial Code, and the federal regulations of the United States, without reference to conflict of laws principles. The parties agree that any action to enforce these Terms shall be brought either in Summit County, Ohio, or U.S. District Court, Cleveland, Ohio, USA which shall be deemed proper venues for all purposes. Distributor irrevocably agrees to submit to the exclusive jurisdiction of said Courts. Manufacturer reserves the right to take and enforce proceedings in any other jurisdiction (including international) in which it desires.
All notices or other communications required by these Terms shall be in writing and shall be delivered in person or by signed certified mail, postage prepaid, addressed to Event 38 at its headquarters address indicated on its website or such other address for which such party gives notice hereunder. Such notice shall be deemed given upon delivery, as evidenced by the recipient’s signature.
Sale, Assignment, or Change of Control
These Terms shall inure to the benefit of Event 38 and its successors and assigns, and Event 38 may assign all or any portion of these Terms and/or Event 38’s rights and duties hereunder. Event 38 will provide written notice of any such assignment.
You may not assign any of Your rights under these Terms to anyone else. We may assign our rights to any other individual or entity at our discretion.
We won’t be held liable for any delays or failure in performance of any part of the Service, from any cause beyond our control. This includes, but is not limited to, acts of God, changes to law or regulations, embargoes, war, terrorist acts, riots, fires, earthquakes, nuclear accidents, floods, strikes, power blackouts, volcanic action, unusually severe weather conditions, and acts of hackers or third-party internet service providers.
Even if these Terms are terminated, the following sections will continue to apply: Ownership of Your Data and Results, Compliance with Laws, Limitation of Liability, No Warranties, Indemnity, Choice of Law, Severability, and Entire Agreement.
If it turns out that a section of these Terms isn’t enforceable, then that section will be removed or edited as little as necessary, and the rest of the Terms will still be valid.
The headers and sidebar text are provided only to make these Terms easier to read and understand.
Any notice to You will be effective when we send it to the last email or physical address You gave us or posted on our Website. Any notice to us will be effective when delivered to us to
Event 38 Unmanned Systems, Inc.
540 South Main Street, Suite 457
Akron, OH 44311 USA
or any addresses as we may later post on the Website.
These Terms make up the entire agreement and supersede all prior agreements, representations, and understandings. You represent that no representations, warranties or promises were made to You regarding Services or Results other than those expressly stated in these Terms of Service.