Terms and Conditions

Date Last Updated: June 12, 2025

Binding Contract

THIS TERMS AND CONDITIONS AGREEMENT ("Agreement" or "Terms Agreement") IS A BINDING CONTRACT BETWEEN YOU ("Customer") AND ALARISPRO, INC. ("AlarisPro", "We", "Our", or "Us") AND GOVERNS THE USE OF AND ACCESS TO THE SERVICES (defined in "Service Overview") BY YOU AND YOUR AUTHORIZED USERS IN CONNECTION WITH A PAID SUBSCRIPTION.

If you have an active, duly executed contract that covers the Services defined below ("Existing Contract") and said Existing Contract disclaims the applicability of the Terms Agreement, then the Existing Contract will govern Your use of the Services.

Binding Consent

PLEASE READ THE TERMS AGREEMENT BEFORE USING HTTPS://MY.ALARISPRO.COM , HTTPS://MANNED.ALARISPRO.COM, OR HTTPS://SYSTEM.ALARISPRO.COM WEBSITES, SAAS SERVICE, OR THE ALARISPRO MOBILE APPLICATION OPERATED BY ALARISPRO, INC. BY ACCESSING OR USING ALARISPRO'S FLEET MANAGEMENT SOFTWARE OR SERVICE OFFERINGS, YOU SIGNIFY ACCEPTANCE OF AND AGREE TO BE BOUND BY THESE ALARISPRO PUBLISHED TERMS AND CONDITIONS (https://www.alarispro.com/terms-and-conditions/) AND OUR PRIVACY POLICY (https://www.alarispro.com/privacy-policy/). IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OR PRIVACY POLICY, DO NOT ACCESS OR USE THE SERVICES.

By accepting the Terms Agreement, either by accessing or using, or authorizing or permitting any user to access or use the Services, Customer agrees to the terms and conditions of the Terms Agreement as of the date of such access or use of the Services (the "Effective Date"). As an Administrative User and by accepting the Terms Agreement on behalf of a company, government organization or another legal entity (an "Entity"), You are agreeing to the Terms Agreement for that Entity and representing to AlarisPro that You have the authority to accept the Terms Agreement for such Entity and its Affiliates, in which case the terms "Customer", "You", or "Your" herein refers to such Entity and its Affiliates. If You do not have such authority, no one within your Entity that has such authority has not yet accepted the Terms Agreement herein or if You do not agree with the Terms Agreement, You must not use or authorize any use of the Services. Customer and AlarisPro shall each be referred to as a "Party" and collectively referred to as the "Parties" for purposes of the Terms Agreement.

As an Administrative User and having accepted the Terms Agreement as binding on behalf of the Entity, You hereby warrant that Your Entity, including its employees, agents, representatives, and subcontractors who will use the Service, will be bound by this Terms Agreement when You accept it.

Binding Modification Notice

AlarisPro reserves the right, at Our sole discretion, to modify or replace the Terms Agreement at any time. We may modify the Terms Agreement, for example, to reflect changes to the law or changes to Our Services. Such modifications will take effect on the stated Date Last Updated unless You have a then-active Existing Contract disclaiming the applicability of updates, in which case such changes will take effect upon any extensions or renewal terms.

You acknowledge and agree that it is Your responsibility to review the Terms Agreement periodically online to learn of any modifications. When changes are made to the Terms Agreement, we also notify you upon your next login to AlarisPro and have you reconfirm your acceptance of the Terms Agreement. Your continued access of the Services after such posting constitutes Your consent to be bound by the modified website Terms Agreement. If You do not agree to the modified Terms Agreement, You should discontinue Your access and use of the Services.

General Terms Agreement - Table of Contents:

1. Service Overview
2. Definitions
3. SaaS Services
4. Term & Termination
5. Fees, Billing, Plan Modifications and Payments
6. Fee Changes
7. Refunds
8. Customer Content
9. Accounts
10. Customer Responsibilities
11. Communications
12. Performance Metrics and Machine Learning
13. Ownership and Use of Data
14. LAANC Users End User License Agreement
15. Additional Terms for Our iOS App in the App Store ("Mobile App")
16. Compliance
17. Restrictions
18. Service Level Agreement
19. Reliance on Performance Data
20. Representations and Warranties of AlarisPro
21. Intellectual Property
22. Third-Party Services
23. Indemnification
24. Limitation Of Liability
25. Exclusions
26. Confidentiality
27. Return of Confidentiality Information
28. Injunctive Relief
29. Disclaimer
30. Governing Law
31. Contact Us

1. Service Overview

AlarisPro is in the business of providing a platform solution for systems, operations, and fleet management that maximizes fleet and crew efficiency, optimizes maintenance cost and logistics, minimizes operational risk, tracks and records all maintenance events and System logs, and maintains regulatory compliance (the "Service", "Services", or "Platform").

2. Definitions

"Administrator User" means each Customer's employee designated by Customer to serve as technical administrator of the SaaS Services (as defined in the definitions below) and has the authority to bind the Entity with respect to this Terms Agreement on Customer's behalf. Each Administrator User must complete training and qualification requirements reasonably required by AlarisPro. Administrator User also includes those Customer designees within the Entity that have been provided AlarisPro administrative rights within the SaaS Services.

"Authorized Users" means AlarisPro customers, Customers' Administrative User, and customers' employees and contractors to be provided access to the SaaS Services.

Data Definitions:

"Documentation" means the user guides, knowledge base, online help, Informational "i-blocks", release notes, training materials and other documentation provided or made available by AlarisPro to Customer regarding the use or operation of the SaaS Services.

"Maintenance Services" means the support and maintenance services provided by AlarisPro to Customer pursuant to the Terms Agreement.

"Operator Customer" means a "Customer" that accesses the SaaS Services to manage the operations and maintenance of their "Systems."

Original Equipment Manufacturer Customer ("OEM") means a Customer that is a subscriber of the AlarisPro SaaS Services including the AlarisPro Manufacturer Account which provides the OEM Customer tools and features to manage the operations and maintenance of their Entity's Systems as well as access to the OEM's Systems' deidentified data for Systems in operation by "Operator Customers" within the AlarisPro SaaS Services.

"Other Services" means all technical and non-technical services performed or delivered by AlarisPro under this Terms Agreement, including, without limitation, implementation services and other professional services, customization, training and education services but excluding the SaaS Services and the Maintenance Services. Other Services beyond those billed as implementation fees will be provided on a time and material basis at such times or during such periods, as may be specified in a Schedule and mutually agreed to by the Parties. All Other Services will be provided on a non-work for hire basis.

"SaaS Services" refers to the specific AlarisPro internet-accessible service detailed in the Terms Agreement that provides use of AlarisPro's Fleet Management Software that is hosted by AlarisPro and its services provider and made available to Customer over a network on both web based and mobile Platforms on a term-use basis.

"Schedule" shall mean an addendum to this Terms Agreement that sets forth the scope, deliverables, and milestones of Other Services that are beyond those in the scope of this Terms Agreement and mutually agreed to by the Parties.

"Software" means the object code version of any software to which Customer is provided access as part of the Service, including any updates or new versions.

"Subscription Term" shall mean that period specified in a Schedule during which Customer will have on-line access and use of the Software through AlarisPro's SaaS Services.

"System" means manned aircraft system, unmanned aircraft system ("UAS"), ground, water surface vessel, submersible systems or any other system composed of components.

"System Unit" means each unique System that will be input and managed by the SaaS Services for the purposes of providing operational, maintenance, and fleet management for Customer's System Units.

"Third-Party Content" means information obtained by AlarisPro from publicly available sources, from third-party content providers, or from third-party software providers, and made available to Customer through the Services, including linked information.

"Third-Party Services" means third-party products or services that are not licensed to You directly by AlarisPro.

3. SaaS Services

During the Subscription Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Your internal business operations subject to the terms of the Terms Agreement and up to the number of System Units and optional features purchased by the Customer to be incorporated into their Entity's AlarisPro Platform Account.

Customer acknowledges that the Terms Agreement is a services agreement and AlarisPro will not be delivering copies of the Software to Customer as part of the SaaS Services.

4. Term & Termination

The term of the Terms Agreement begins on the Effective Date and will remain in effect as long as the Customer has an active subscription to the Services or until the Terms Agreement is otherwise terminated in accordance with the terms hereof, whichever occurs first. At the end of each Billing Cycle, the SaaS Services will automatically be renewed under the then published Terms Agreement for successive one-year periods unless otherwise detailed in an Existing Contract or invoice (each a "Renewal Term") and provided neither Party has given written notice to the other Party of its election to not renew the Terms Agreement. Said written notice of election to not renew the Terms Agreement must be received by the other Party at least thirty (30) days prior to the end of the Initial or any given Renewal Term, as the case may be.

The Terms Agreement and any applicable Schedule may be terminated by either Party if the other Party materially breaches any provision of the Terms Agreement and fails to cure such breach within thirty (30) days of receiving written notice of such breach. For the purpose of this provision, with respect to AlarisPro, a "cure" includes the identification of the problem and remediation of the process that led to such breach, as the case may be.

AlarisPro reserves the right to terminate or suspend delivery of the SaaS Services immediately, without prior notice or liability, at its sole discretion, if Customer fails to timely pay any undisputed amounts due to AlarisPro under the Terms Agreement and bar access to the Service. Suspension of the SaaS Services will not release Customer of its payment obligations under the Terms Agreement nor toll any subscription term. Customer agrees that AlarisPro will not be liable to Customer or to any third-party for any liabilities, claims or expenses arising from or relating to termination or suspension of the SaaS Services resulting from Customer's nonpayment.

AlarisPro reserves the right to terminate or suspend delivery of the SaaS Services and bar access to the Service immediately, without prior notice or liability, at its sole discretion, if AlarisPro reasonably concludes that Customer or a System Units user's use of the SaaS Services is causing immediate and ongoing harm to AlarisPro or others. In the extraordinary case that AlarisPro must suspend delivery of the SaaS Services, AlarisPro will immediately notify Customer of the suspension, and the Parties will diligently attempt to resolve the issue. AlarisPro will not be liable to Customer or to any third-party for any liabilities, claims or expenses arising from or relating to any suspension of the SaaS Services in accordance with this provision. Nothing in this provision will limit AlarisPro's rights under the Effect of Termination below.

Effect of Termination.

Those provisions of the Terms Agreement that, by their nature or express terms, are intended to survive termination or expiration of the Terms Agreement will remain in full force and effect, including, without limitation, Sections 13-Ownership and Use of Data,17-Restrictions, 21-Intellectual Property, 23-Indemnification, 24-Limitation of Liability, 26-Confidentiality, and 27-Return of Confidential Information.

5. Fees, Billing, Plan Modifications and Payments

In consideration for the SaaS Services provided, Customer will pay AlarisPro the fees (the "Fees") in accordance with the terms as set forth in the Terms Agreement. The Service is billed on a subscription basis ("Subscription(s)"). You will be billed in advance on a recurring and periodic basis ("Billing Cycle"). Billing Cycles are set on an annual basis unless otherwise detailed in an Existing Contract or invoice. You hereby authorize AlarisPro the right to automatically charge the payment method provided by Customer at the commencement of each given Billing Cycle starting with the initial Effective Date and each Renewal Term thereafter. AlarisPro at its discretion may exercise said automatic charge or provide an invoice to Customer prior to each Billing Cycle.

All Fees are stated in United States Dollars and must be paid by Customer to AlarisPro in United States Dollars. All Fees billed under the Terms Agreement are exclusive of taxes or other government fees, and You are responsible for payment of any such fees that apply to You.

A valid payment method is required to process the payment for Your Subscription. You shall provide AlarisPro with accurate and complete billing information including full name, address, state, zip code, telephone number, and valid payment method information. By submitting such payment information, You automatically authorize AlarisPro to charge all Subscription Fees incurred through Your account to any such payment instruments.

Should automatic billing fail to occur for any reason, AlarisPro will issue an electronic invoice for the full payment corresponding to the billing period as indicated on the invoice. Customer will pay all undisputed invoices within 30 days after Customer receives the invoice.

The Customer will reimburse AlarisPro for its reasonable, out-of-pocket travel and related expenses incurred in performing the Other Services. AlarisPro will notify the Customer prior to incurring any such expense. AlarisPro will comply with Customer's travel and expense policy if made available to AlarisPro prior to the required travel.

When required, AlarisPro will bill Customer for applicable taxes as a separate invoice. The Customer will be responsible for payment of all sales and use taxes, value added taxes (VAT), or similar charges relating to the Customer's purchase and use of the services. Customer will not be liable for taxes based on AlarisPro's net income, capital or corporate franchise.

6. Fee Changes

AlarisPro, in its sole discretion and at any time, may modify the Subscription Fees for the Subscriptions. Any Subscription Fee change will become effective at the end of the then-current Billing Cycle. During the subscription period, AlarisPro may change the pricing for System categories. This will not affect the price for existing Systems in Your account during current subscription period however, adding additional Systems in the affected category will result in the new unit price for the added Systems.

Prior to Your renewal, AlarisPro will provide You with a minimum of 30-day prior notice of any change in Subscription Fees to give You an opportunity to adjust the System quantities in your account or terminate Your Subscription before such change becomes effective and You are either automatically billed or provided an invoice prior to the commencement of Your Renewal Term. Your continued use of the Service after the Subscription Fee change comes into effect constitutes Your agreement to pay the modified Subscription Fee amount.

7. Refunds

Except when required by law, paid Subscription Fees are non-refundable.

8. Customer Content

The Service allows You to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material. You are responsible for the Customer Content that You post on or through the Service, including its legality, reliability, appropriateness, and access to the information that you provide through permissions to other users within your account.

Customer acknowledges that AlarisPro exercises no control over the content of the information transmitted by Customer or the Authorized User through the SaaS Services. By posting Customer Content on or through the Service, You represent and warrant that: (i) the Customer Content is Yours (You own it) and/or You have the right to use it and the right to grant AlarisPro the right and license as provided in the Terms Agreement; (ii) that the posting of Your Customer Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights, trade secret, trademark, any other intellectual property right of any third-party, or any other rights of any person or entity; and (iii) the Customer Content does not contain anything that is obscene, defamatory, harassing, offensive or malicious. AlarisPro reserves the right to terminate the account of anyone found to be infringing a right of any third-party. The Customer assumes all liability for said Customer Content and for providing access to Customer Content by Customer's Authorized Users.

You retain any and all of Your rights to any Customer Content You submit, post, or display on or through the Service and You are responsible for protecting those rights. AlarisPro takes no responsibility and assumes no liability for Customer Content You or any third-party posts on or through the Service. AlarisPro has the right but not the obligation to monitor and edit all Customer Content provided by users.

9. Accounts

When Your account is created and You log into AlarisPro for the first time, You guarantee that You are 18 years of age or older, and that the information You provide is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of Your account and access to the Service.

You are responsible for maintaining the confidentiality of Your account and password, including but not limited to the restriction of access to Your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under Your account and/or password, whether Your password is with Our Service or a third-party. You must notify AlarisPro immediately upon becoming aware of any breach of security or unauthorized use of Your account.

You may not create or possess a username which is the name of another person or entity or that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than You, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.

10. Customer Responsibilities

Customer will provide commercially reasonable information and assistance to AlarisPro to enable AlarisPro to deliver the SaaS Services. Upon request from AlarisPro, the Customer will promptly deliver Customer Content to AlarisPro in an electronic file format specified and accessible by AlarisPro. The Customer acknowledges that AlarisPro's ability to deliver the SaaS Services in the manner provided in the Terms Agreement may depend upon the accuracy and timeliness of such Customer Content and assistance.

Customer acknowledges that AlarisPro's provision of the Services may be dependent on information, including data, provided to AlarisPro by Authorized Users. Customer and any Authorized Users will provide all such information and data in an accurate and timely manner as reasonably required for AlarisPro to properly perform such Services. AlarisPro is not responsible for Service failures or failure to perform its other obligations to the extent directly caused by (i) a failure of Customer or its contractors to perform Customer's responsibilities under the Terms Agreement, (ii) nonperformance of a function, task, system, resource or activity by Customer or its contractors upon which AlarisPro is dependent to perform the Services, or (iii) an act or omission by Customer or its contractors.

Customer will comply with all applicable local, state, national and foreign laws in connection with its use of the SaaS Services, including those laws related to data privacy, international communications, and the transmission of technical or Personal Data. In addition, content found on or through this Service is the property of AlarisPro or used with permission. You may not distribute, modify, transmit, reuse, download, repost, copy, or use said content, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from AlarisPro.

Customer will: (i) notify AlarisPro immediately of any unauthorized use of any password or user id or any other known or suspected breach of security, (ii) report to AlarisPro immediately and use reasonable efforts to stop any unauthorized use of the SaaS Service that is known or suspected by Customer or any Authorized User, and (iii) not provide false identity information to gain access to or use the SaaS Service. Customer will be solely responsible for the acts and omissions of its Administrator Users. AlarisPro will not be liable for any loss of data or functionality caused directly or indirectly by the Administrator Users.

11. Communications

By creating an Account to use the Service, You agree to receive alerts, notifications, hardware or process updates, newsletters, marketing or promotional materials and other information AlarisPro may send. However, depending on your Entity's Administrative elections within the AlarisPro software, You may opt out of receiving any, or all, of these communications from AlarisPro by following the unsubscribe link or instructions provided in any email You receive from AlarisPro.

12. Performance Metrics and Machine Learning

You acknowledge that a fundamental component of the Service is the use of machine learning and performance metrics for the purpose of providing and improving the Service. You hereby acknowledge that AlarisPro may collect, use, aggregate and de-identify information related to Your use of the Service to train its algorithms through machine learning techniques, monitor performance, create analytics and statistical data, or for any other purpose permitted by law.

13. Ownership and Use of Data

All AlarisPro Data including the Customer Content will be stored only on United States based servers. Notwithstanding anything in the Terms Agreement to the contrary, the Customer Content defined above may be perpetually retained by AlarisPro in accordance with the same data privacy terms set forth in the Terms Agreement herein and within the AlarisPro Privacy Policy published on the AlarisPro website.

The Customer hereby acknowledges and agrees that AlarisPro's performance of the Terms Agreement may require AlarisPro to process, transmit and/or store Customer Personal Data or the Personal Data of Customer employees and Affiliates. By submitting Personal Data to AlarisPro, Customer agrees that AlarisPro and its Affiliates may process, transmit and/or store Personal Data only to the extent necessary for, and for the sole purpose of, enabling AlarisPro to perform its obligations under the Terms Agreement. Customer agrees to obtain all necessary consent and make all necessary disclosures before including Personal Data in Customer Content and using the SaaS Services. Customer confirms that Customer is solely responsible for any Personal Data that may be contained in Customer Content, including any information which any Authorized User shares with third parties on Customer's behalf. For uploaded documents, this license will be used only to allow You and Authorized Users to retrieve documents uploaded to Your account.

In performing the SaaS Services, AlarisPro will comply with the AlarisPro Privacy Policy, which is available at http://www.AlarisPro.com/privacy-policy/ and incorporated herein by reference. The AlarisPro Privacy Policy is subject to change at AlarisPro's discretion; however, AlarisPro endeavors to ensure that the Privacy Policy changes will not result in a material reduction in the level of protection provided for Customer Content during the period for which Fees for the services have been paid. The AlarisPro Terms and Conditions referenced in the Terms Agreement specify the Parties' respective responsibilities for maintaining the security of Customer Content in connection with the SaaS Services. Customer agrees to provide any notices and obtain any consent related to AlarisPro's use of the data for provisioning the SaaS Services, including those related to the collection, use, processing, transfer and disclosure of personal information.

AlarisPro "Operator Customers":

AlarisPro OEM Customers:

14. LAANC Users End User License Agreement

Your access to enhance mission data and Low Altitude Authorization and Notification Capability (LAANC) powered by AirHub ("LAANC Service") is subject to the following End User License Agreement (EULA) terms:

1. The fact that the LAANC Service may report that there is no flight restriction in effect does not guarantee that it is safe, legal, or otherwise advisable to operate a UAS and You are responsible for exercising reasonable judgment when evaluating whether or not it is safe, legal or otherwise advisable to fly a UAS at a given time or place;
2. The content and LAANC Service may include information from aviation authorities, municipalities, or other publicly available sources, and any manned airspace information contained therein is typically updated at industry-standard twenty-eight (28) day intervals;
3. The LAANC Service does not provide or constitute any consent or approval which may be required from any authority or any property owner to fly a UAS at a given time or place;
4. Your use of the LAANC Service and any UAS is at Your sole risk, and You acknowledge that the data provided via the LAANC Service may not be accurate; and
5. You may not use the LAANC Service to provide any third-party with any feedback or additional data regarding any airspace data made available via the LAANC Service.
6. Airspace Link is a third-party beneficiary of these EULA terms and reserves the right at any time to require AlarisPro to enforce these EULA terms if You fail to comply with any of these EULA terms. If AlarisPro becomes aware of, or Airspace Link notifies AlarisPro regarding any failure to comply with the terms set forth in this section, AlarisPro will promptly respond to and investigate each such notice and will take all necessary measures to promptly remedy such noncompliance within no more than five (5) business days. AlarisPro will promptly notify Airspace Link upon becoming aware of any use of the LAANC Service in a manner that is not in compliance with the terms described in this section.
7. To query the LAANC Service, You may need to provide accurate personal data, including location data, and such other data only as required in connection with the LAANC Service. Airspace Link may use and disclose such data to provide and improve the content and LAANC Service and for any other purpose; and AlarisPro, on behalf of You and itself, has granted to Airspace Link a worldwide, non-exclusive, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to commercialize, practice and use such data for any purpose. AlarisPro shall not provide Airspace Link with any personal data beyond what is required by the LAANC Service. AlarisPro represents and warrants that the data You provide will be collected, transmitted, maintained, processed, and used in compliance with all laws and policies, including the applicable iOS and Android terms of service and privacy policies. The collection, transmission, maintenance, processing, or other use of Your location data is subject to AlarisPro's Privacy Policy.

15. Additional Terms for Our iOS and Android App in the App Store ("Mobile App")

You acknowledge and agree that the terms within the Terms Agreement are solely between You and AlarisPro, not with Apple or Google ("App Provider"), and We, not App Provider, are solely responsible for the Mobile App and any included content or materials. You may only use the Mobile App on an App Provider-branded mobile device that You own or control and as permitted by the "Usage Rules" set forth in the App Store Terms of Service. You acknowledge that App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Mobile App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by the Terms Agreement and any law applicable to AlarisPro as provider of the Mobile App and limited to the AlarisPro representations and warranties set forth in Section 20-Representations and Warranties of AlarisPro herein. You acknowledge that App Provider is not responsible for addressing any claims from You or any third-party relating to the Mobile App or Your possession and/or use of the Mobile App, including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by the Terms Agreement and any law applicable to us as provider of the Mobile App. You acknowledge that, in the event of any third-party claim that the Mobile App or Your possession and use of that Mobile App infringes that third-party's intellectual property rights, We, not App Provider, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by the Terms Agreement. You and AlarisPro acknowledge and agree that App Provider, and App Provider's subsidiaries, are third-party beneficiaries of the Terms Agreement as they relate to Your use of the Mobile App, and that, upon Your acceptance of the Terms Agreement, App Provider will have the right (and will be deemed to have accepted the right) to enforce the Terms Agreement and as it relates to Your use of the Mobile App against You as a third-party beneficiary of the Terms Agreement.

16. Compliance

Each Party warrants that it will perform its obligations and exercise its rights under the Terms Agreement in compliance with all applicable federal and state governmental laws, rules, regulatory requirements, policies, rulings guidelines or standards (collectively, "Laws").

17. Restrictions

Customer will not, and will not permit anyone to: (i) copy or republish the SaaS Services or Software, (ii) make the SaaS Services available to any person other than Authorized Users, (iii) use or access the SaaS Services to provide service bureau, time-sharing or other computer hosting services to third-parties, (iv) modify or create derivative works based upon the SaaS Services or Documentation, (v) remove, modify or obscure any copyright, trademark or other proprietary notices contained in the software used to provide the SaaS Services or in the Documentation, (vi) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code in whole or in part of the Software used to provide the SaaS Services, or (vii) access the SaaS Services and its Data or use the Documentation in order to build a similar product or competitive product. Subject to the limited licenses granted herein, AlarisPro will own all right, title and interest in and to the Software, services, Documentation, and other deliverables provided under the Terms Agreement, including all modifications, improvements, upgrades, derivative works and feedback related thereto and intellectual property rights therein.

18. Service Level Agreement ("SLA")

Service Level: System Availability.

Service Level: Security.

1. Physical and Technical Security. AlarisPro will provide appropriate and adequate physical and technical security for the SaaS Services in accordance with SOC2 Type II requirements, including, but without limitation, the following:
   1. AlarisPro will keep and maintain a back-up to ensure Availability of the SaaS Services for Customer.
   2. AlarisPro will conduct annual independent security reviews and audits by a reputable and nationally known independent audit agency to ensure that AlarisPro is meeting all the physical and technical security requirements of the Terms Agreement.
   3. AlarisPro will not store or transmit Customer Data as clear text. AlarisPro will store and transmit Customer Data only in a secure and encrypted mode.
2. Host Security. AlarisPro's data center will comply with the requirements for SOC 2 Type II.
3. Encryption. AlarisPro will encrypt Customer Data in transit and at rest. Encryption keys used to encrypt Customer Data will be at least 256 bits in length for symmetric keys and at least 2048 bits in length for asymmetric keys.

19. Reliance on Performance Data

AlarisPro makes its best efforts to provide Systems, component, and parts performance and reliability data ("Performance Data") The Performance Data is generated from a combination of the AlarisPro Retained Data, OEM provided data, and data derived from performance data of similar components and parts within the AlarisPro Platform. AlarisPro is a shared ecosystem of industry data. Therein AlarisPro and its Customers rely on AlarisPro OEM and Operator Customers accurately informing AlarisPro's SaaS Services of updated OEM manuals and other information to inform AlarisPro's Performance Data.

AlarisPro makes no representation or warranty as to the truth, accuracy or completeness of the AlarisPro Performance Data in connection with the Services and the Terms Agreement. Customer acknowledges and agrees that all Performance Data delivered by AlarisPro to Customer in connection with the Services hereby are provided to Customer as a convenience only and that any reliance on or use of such data by Customer shall be at the sole risk of Customer.

20. Representations and Warranties of AlarisPro

AlarisPro represents and warrants that:

THE WARRANTIES IN THE TERMS AGREEMENT SECTION 16-COMPLIANCE AND THE SECTION 20-REPRESENTATIONS AND WARRANTIES OF ALARISPRO CONSTITUTE THE SOLE WARRANTIES PROVIDED BY ALARISPRO WITH RESPECT TO THE SERVICES AND THIS AGREEMENT. THE SAAS SERVICES, INCLUDING ANY SOFTWARE, ARE PROVIDED "AS IS" AND "AS AVAILABLE". ALARISPRO DOES NOT GUARANTEE THAT THE SAAS SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, WILL PERFORM IN ANY PRESCRIBED MANNER, OR THAT ALARISPRO WILL CORRECT ALL SAAS SERVICES ERRORS. ALARISPRO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES RELATING TO MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, OR ARISING UNDER STATUTE, USAGE, TRADE PRACTICE, OR COURSE OF DEALING.

CUSTOMER ACKNOWLEDGES THAT ALARISPRO DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THIS SECTION IN THIS AGREEMENT AND THE TERMS SETS FORTH THE SOLE AND EXCLUSIVE WARRANTY GIVEN BY ALARISPRO (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. NEITHER ALARISPRO NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERS WARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BE UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR WILL ALARISPRO OR ANY OF ITS SERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTION OF CUSTOMER'S OR ANY USER'S DATA, FILES, OR PROGRAMS.

21. Intellectual Property

The Service and its original content, features and functionality are and will remain the exclusive property of AlarisPro and its licensors. The Service is protected by copyright, trademark, patent and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of AlarisPro. AlarisPro reserves all rights not expressly granted to You under the Terms Agreement. You may not use the Service to create derivative works of any kind. Any such use of the Service is ground for immediate termination of Your account without notice or any refund.

AlarisPro has invested considerable resources in the development of its intellectual property and business processes: including but not limited to (i) the Services, (ii) items documented as "Best Practices," systems, methods, procedures, policies, techniques, and controls employed or otherwise utilized by AlarisPro, (iii) derivative works of any of the foregoing items, and (iv) any intellectual property rights contained in or applicable to any of the foregoing (collectively, "AlarisPro Proprietary Materials"). As between Customer and AlarisPro, the AlarisPro Proprietary Materials remain the sole and exclusive property of AlarisPro. Except as otherwise agreed to in writing by the Parties, any products, services, and/or other intellectual property developed by AlarisPro pursuant to the Terms Agreement will be owned by AlarisPro. During the Term, AlarisPro grants to Customer the limited, non-exclusive right and license to allow Customer and Authorized Users to access and use the AlarisPro Proprietary Materials, AlarisPro Platform, and AlarisPro software made available by AlarisPro to Customer and Authorized Users, but only to the extent required for Customer and Authorized Users to utilize the applicable Services for the intended use set forth in the Schedule. To the extent AlarisPro Proprietary Materials are embedded or incorporated into any service deliverable, report, business or operating work flow, policy, procedure, recommendation, or analysis developed or provided by AlarisPro to Customer in the course of providing the Services, AlarisPro grants to Customer a limited, non-exclusive, royalty-free, non-transferable license for Customer and Authorized Users to use such embedded materials solely for Customer's internal business purposes during the term of the Terms Agreement; provided the materials remain embedded as provided by AlarisPro.

AlarisPro will have a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the SaaS Services any customization features (paid or unpaid by Customer), suggestions, enhancement requests, recommendation or other feedback provided by Customer, including Users, relating to the operation of the SaaS Services.

22. Third-Party Services

The Service may contain links to Third-Party Services or websites that are not owned or controlled by AlarisPro. Your use of Third-Party Services or products that are not licensed to You directly by AlarisPro shall be governed solely by the terms and conditions applicable to such Third-Party Services, as agreed to between You and the third-party. AlarisPro does not endorse or support, is not responsible for, and disclaims all liability with respect to Third-Party Services, including the privacy practices, data security processes and other policies related to Third-Party Services. You hereby agree to waive any claim against AlarisPro with respect to any Third-Party Services. You may enable integrations between the Service and Third-Party Services (each, an "Integration"). By enabling an Integration between the Service and Third-Party Services, You are instructing AlarisPro to share Your data as necessary to facilitate the Integration. You are responsible for providing all instructions to any Third-Party Service provider relating to Your data.

AlarisPro has no control over, and assumes no responsibility for the content, privacy policies, or practices of any Third-Party Services or websites. AlarisPro does not warrant any of the offerings of any of these third parties, including those offered on their websites.

You acknowledge and agree that AlarisPro is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such Third-Party Services or websites. You are strongly advised to read the terms and conditions and privacy policies of any Third-Party Services or websites that You visit.

23. Indemnification

You agree to defend, indemnify and hold harmless AlarisPro and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) resulting from or arising out of: a) Your use of and access to the Service, by You or any person using Your account and password; b) a breach of the Terms Agreement; or c) content posted on the Service.

To the extent allowed by law, a Party (the "Indemnifying Party") agrees to indemnify and defend the other Party (the "Indemnified Party") from any loss, damage or costs, including reasonable attorney's fees, which the Indemnified Party (or, as applicable, its affiliates, officers, directors, employees, successors or assigns) incurs to the extent resulting from third-party claims that arise from: (i) the actual or alleged gross negligence, fraud or willful misconduct of the Indemnifying Party; or (ii) the Indemnifying Party's breach of Section 16-Compliance. If both Parties are alleged or adjudicated to have engaged in negligence, gross negligence or willful misconduct, whether or not the claim, loss or damage would not have occurred without the actual or alleged negligence, or gross negligence or willful misconduct of the other Party, each Party agrees to be responsible for that portion of loss and expense attributable to that Party's own actual or alleged negligence or willful misconduct.

The Indemnified Party must notify the Indemnifying Party in writing, with reasonable promptness, of any claim under this Section 23-Indemnification; however, failure to do so relieves the Indemnifying Party of its obligations to indemnify for a claim only to the extent that the Indemnifying Party has been actually prejudiced by the failure to give notice as required. The Indemnified Party will reasonably cooperate with the Indemnifying Party at the Indemnifying Party's expense, including delivering all documents, records and other materials in the Indemnified Party's possession or control that are reasonably requested for use in the defense of the claim. The Indemnifying Party may, in its discretion, control the defense and settlement of the claim, except that the Indemnifying Party may not settle the claim without the consent of the Indemnified Party if the settlement involves any obligation on the part of the Indemnified Party other than the payment of money to be paid by the Indemnifying Party. The Indemnified Party may participate in the defense of the claim with its own counsel and at its own expense but will not settle or compromise the claim without the prior written consent of the Indemnifying Party.

If a third-party makes a claim against AlarisPro that the Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Customer shall defend AlarisPro and its directors, officers and employees against the claim at Customer's expense and Customer shall pay all losses, damages and expenses (including reasonable attorneys' fees) finally awarded against such parties or agreed to in a written settlement agreement signed by Customer, to the extent arising from the claim.

24. Limitation Of Liability

In no event shall AlarisPro, or its directors, employees, partners, agents, suppliers, or affiliates, be liable for any indirect, incidental, special, consequential or punitive damages, including without limitation, loss of profits, data, use, goodwill, or other intangible losses, resulting from: (i) Your access to or use of or inability to access or use the Service; (ii) any conduct or content of any third-party using the Service; (iii) any content obtained from the Service; and (iv) unauthorized access, use or alteration of Your transmissions or content, whether based on warranty, contract, tort (including negligence) or any other legal theory, whether or not AlarisPro has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed of its essential purpose.

EXCEPT FOR LIABILITY IN CONNECTION WITH (A) A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO THE TERMS AGREEMENT SECTIONS 26-CONFIDENTIALITY AND 27-RETURN OF CONFIDENTIAL INFORMATION, (B) A PARTY'S INDEMNIFICATION OBLIGATIONS PURSUANT TO THE TERMS AGREEMENT SECTION 23-INDEMNIFICATION, (C) A PARTY'S BREACH OF THE TERMS AGREEMENT SECTION 17-RESTRICTIONS, OR (D) A PARTY'S GROSS NEGLIGENCE, FRAUD, CRIMINAL MISCONDUCT, OR WILLFUL MISCONDUCT,NEITHER PARTY (NOR ANY LICENSOR OR OTHER SUPPLIER OF ALARISPRO) WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST BUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANY THIRD-PARTY IN CONNECTION WITH THIS TERMS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER PARTY'S AGGREGATE LIABILITY FOR DAMAGES UNDER THIS TERMS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE), WILL EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER UNDER THIS TERMS AGREEMENT DURING THE 12 MONTHS PRECEDING THE DATE THE CLAIM AROSE.

The preceding paragraph does NOT apply to Customer's obligation to pay Fees under Section 5-Fees, Billing, Plan Modifications and Payments.

25. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to You.

26. Confidentiality

"Confidential Information" includes, but is not limited to, information, in whatever form kept or recorded, pertaining to: inventions, know how, ideas, computer programs, designs, operations, processes, and structures; product information; research and development information; customer information; financial information; business processes and methodology, business or financial models, marketing and sales plans, personnel data; intellectual property; technology; and any other technical and business information of a Party, which is or might reasonably be interpreted to be of a confidential, trade secret and/or proprietary character. This will include any information disclosed by a Party to the other Party, directly or indirectly, which, (a) if in written, graphic, machine-readable or other tangible form, is marked as "confidential" or "proprietary," (b) if disclosed orally or by demonstration, is identified at the time of initial disclosure as confidential and is confirmed in writing to the Receiving Party to be "confidential" or "proprietary" within 30 days of such disclosure, (c) is specifically deemed to be confidential by the terms of the Terms Agreement, or (d) reasonably appears to be confidential or proprietary because of the circumstances of disclosure and the nature of the information itself. Confidential Information will also include information disclosed by third parties to a Disclosing Party under an obligation of confidentiality. Subject to the display of identifiable Customer Content as contemplated by the Terms Agreement; identifiable Customer Content is deemed Confidential Information of Customer. AlarisPro software and Documentation are deemed Confidential Information of AlarisPro. Notwithstanding anything to the contrary in the Terms Agreement and this Section 26-Confidentiality, Customer Retained Data, Customer Authorized Data, and Customer Content that has been either deidentified or uploaded by Customer to their own flight logs, documents portal or other locations within Customer's access area to the Services will not be classified as Confidential Information herein.

In connection with the Terms Agreement, each Party (as the "Disclosing Party") may disclose or make available Confidential Information to the other Party (as the "Receiving Party"). During the term of the Terms Agreement and for 3 years thereafter (perpetually in the case of software), each Party agrees to hold the Confidential Information of the other Party in strict confidence and to make no disclosure of such information, directly or indirectly, without the other Party's prior written consent. Each Party will not use such Confidential Information except to exercise its rights and perform its obligations under the Terms Agreement and will not disclose such Confidential Information to any third-party. Without limiting the foregoing, each Party will use at least the same degree of care, but not less than a reasonable degree of care, it uses to prevent the disclosure of its own confidential information to prevent the disclosure of Confidential Information of the other Party. Each Party will promptly notify the other Party of any actual or suspected misuse or unauthorized disclosure of the other Party's Confidential Information. Neither Party will reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the other Party's Confidential Information, and which are provided to the Party hereunder. A Party may disclose Confidential Information only to its employees who have a need to know, and agents, affiliates and contractors who have a need to know and who have previously executed a written confidentiality agreement imposing confidentiality obligations with materially similar terms to those set forth in this Section 26-Confidentiality or who are otherwise under an obligation of confidentiality at least as restrictive as set forth in this Section 26-Confidentiality (collectively, "Representatives"). Notwithstanding the foregoing, in no event will either Party disclose Confidential Information to a direct competitor of the other. Each Party is primarily responsible and liable for any confidentiality breaches by its Representatives.

Confidential Information excludes information that: (a) is known publicly at the time of the disclosure or becomes known publicly after disclosure through no fault of the Receiving Party, (b) is known to the Receiving Party, without restriction, at the time of disclosure or becomes known to the Receiving Party, without restriction, from a source other than the Disclosing Party not bound by confidentiality obligations to the Disclosing Party, or (c) is independently developed by the Receiving Party without use of the Confidential Information as demonstrated by the written records of the Receiving Party. The Receiving Party may disclose Confidential Information of the other Party to the extent such disclosure is required by law or order of a court or other governmental authority, provided that the Receiving Party will use reasonable efforts to promptly notify the other Party prior to such disclosure to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure. Each Party may disclose the existence of the Terms Agreement and the relationship of the Parties but agrees that the specific terms of the Terms Agreement will be treated as Confidential Information; provided, however, that each Party may disclose the terms of the Terms Agreement to those with a need to know and under a duty of confidentiality such as accountants, lawyers, bankers and investors.

Neither Party will (i) possess or acquire any right in or assert any lien against the Confidential Information of the other Party, (ii) sell, assign, transfer, lease, encumber, or otherwise dispose of or disclose the Confidential Information of the other Party to third parties, or (iii) commercially exploit, or permit a third-party to commercially exploit, such Confidential Information.

Notwithstanding the foregoing, to the extent that Customer has signed a separate non-disclosure or confidentiality agreement with AlarisPro, the foregoing obligations will not take precedence over any more restrictive obligations contained in such non-disclosure or confidentiality agreement and such more restrictive obligations will be considered incorporated into the Terms Agreement.

27. Return of Confidentiality Information

Upon termination of the Terms Agreement and upon subsequent written request by the Disclosing Party, the Receiving Party of tangible Confidential Information will immediately return such information or destroy such information and provide written certification of such destruction, provided that the Receiving Party may permit its legal counsel to retain one archival copy of such information in the event of a subsequent dispute between the Parties.

28. Injunctive Relief

Each Party acknowledges that in the event of a breach of Section 26-Confidentiality, damages may not be an adequate remedy, and the Disclosing Party will be entitled, in addition to any other rights and remedies available under the Terms Agreement or at law or in equity, to seek injunctive relief to restrain any such breach, threatened or actual.

29. Disclaimer

Your use of the Service is at Your sole risk. The Service is provided on an "AS IS" and "AS AVAILABLE" basis. The Service is provided solely under the warranties set forth in Section 20-Representations and Warranties of AlarisPro herein above and there are no other warranties provided whether express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, non-infringement, or course of performance.

AlarisPro its subsidiaries, affiliates, and its licensors do not warrant that: a) the Service will be uninterrupted, secure or available at any particular time or location; b) any errors or defects will be corrected; c) the Service is free of viruses or other harmful components; or d) the results of using the Service will meet Your requirements.

30. Governing Law

The Terms Agreement shall be governed and construed in accordance with the laws of Maryland, United States, without regard to its conflicts of law's provisions.

31. Contact Us

If You have any questions about the Terms Agreement, please emailinfo@alarispro.com.