Sandbox Terms and Conditions

Date Last Updated: June 29, 2026

Binding Contract

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THIS SANDBOX TERMS AND CONDITIONS AGREEMENT (“Terms Agreement”) IS A BINDING CONTRACT BETWEEN YOU (“Sandbox Customer”, “You, and “Your”) 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 THE SANDBOX ACCESS AND USE.

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Binding Consent

YOU ARE REQUIRED TO ACKOWLEDGE RECEIPT AND ACCEPTANCE OF THE SANDBOX TERMS AGREEMENT BEFORE USING ALARISPRO SANDBOX HTTPS://ALARISPLUS.COM, SAAS SERVICE, OR THE ALARISPRO MOBILE APPLICATION OPERATED BY ALARISPRO, INC.  BY ACCESSING OR USING ALARISPRO’S SANDBOX OR SERVICE OFFERINGS, YOU SIGNIFY ACCEPTANCE OF AND AGREE TO BE BOUND BY THESE ALARISPRO SANDBOX TERMSAND CONDITIONS (https://alarispro.com/alarispro-sandbox-environment-terms-and-conditions) AND OUR PRIVACY POLICY (https://www.alarispro.com/privacy-policy/). IF YOU DO NOT AGREE TO THE SANDBOX 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, Sandbox 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 “Sandbox 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. Sandbox 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.

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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.

You acknowledge and agree that it is Your responsibility to review the Terms Agreement periodically to learn of any modifications. When changes are made to the Terms Agreement, we also notify you upon your next login to the AlarisPro Sandbox and have you confirm 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.

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General Terms Agreement - Table of Contents:

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

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1. Service Overview

AlarisPro is providing a sandbox environment access to its 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”).

“Administrator User” means each Sandbox Customer’s employee designated by Sandbox 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 Sandbox Customer’s behalf. Administrator User also includes those Sandbox Customer designees within the Entity that have been provided AlarisPro administrative rights within the SaaS Services.

“Authorized Users” means AlarisPro Sandbox Customers, Sandbox Customers’ Administrative User, and Sandbox Customers’ employees and contractors to be provided access to the SaaS Services.

“Competitive Product” means any software, platform, application, or SaaS-based service that provides fleet management, operations management, maintenance tracking, crew management, regulatory compliance, or any substantially similar functionality to the AlarisPro SaaS Services, whether offered commercially or internally, by Sandbox Customer or any affiliate, partner, or entity in which Sandbox Customer has a controlling interest.

2. Data Definitions:

“Sandbox Customer Content” means all data and materials provided by Sandbox Customer to AlarisPro for use in connection with the SaaS Services, including, without limitation, Sandbox Customer applications, data files, and graphics.

“Usage Data” Usage Data is data collected automatically either generated by the use of the Service or from the Service infrastructure itself (for example, the duration of a page visit).

“Personal Data” Personal Data means data about a living individual who can be identified from said data (or from those and other information either in Our possession or likely to come into Our possession).

“Retained Data” means System data entered by OEMs and Authorized Users that is then deidentified.  Retained Data is used to improve safety such as informing recommended replacement intervals for components entered into the AlarisPro Platform, and other safety uses. All Retained Data and Usage Data that is deidentified shall remain active within AlarisPro. No data that has identifiable characteristics to an Authorized User will be included in this definition of Retained Data herein.

“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 Sandbox Customer regarding the use or operation of the SaaS Services.

“Maintenance Services” mean the support and maintenance services provided by AlarisPro to Sandbox Customer pursuant to the Terms Agreement.

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

Original Equipment Manufacturer Sandbox Customer (“OEM”) means a Sandbox Customer that is a subscriber of the AlarisPro SaaS Services including the AlarisPro Manufacturer Account which provides the OEM Sandbox 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 Sandbox 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.

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

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

“Sandbox Access Term” shall mean that period solely governed by AlarisPro during which Sandbox 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 has been input and managed by the SaaS Services for the purposes of providing operational, maintenance, and fleet management in the sandbox environment.

“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 Sandbox 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 Sandbox Access Term, Sandbox Customer will receive a non-exclusive, non-assignable, royalty free, worldwide right to access and use the SaaS Services solely for Sandbox Customer’s internal evaluation and familiarization purposes, and not for any Competitive Purpose (as defined herein) or to inform the design, development ,architecture, feature set, or business case of any Competitive Product, subject to the terms of the Terms Agreement and up to the number of System Units and optional features made available to the Sandbox Customer within the sandbox environment. Access to the Sandbox is expressly conditioned upon Sandbox Customer’s agreement that all features, screens, workflows, and functionality observed within the Sandbox constitute Confidential Information of AlarisPro, regardless of whether marked as such, and are subject to the restrictions set forth in Section 14-Restrictions and Section 22-Confidentiality.

Sandbox Customer acknowledges that the Terms Agreement is a services agreement and AlarisPro will not be delivering copies of the Software to Sandbox 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 solely governed by AlarisPro. AlarisPro reserves the right to terminate or suspend delivery of the Services immediately, without prior notice or liability, at its sole discretion.  Sandbox Customer agrees that AlarisPro will not be liable to Sandbox Customer or to any third-party for any liabilities, claims or expenses arising from or relating to termination or suspension of the Services.

Upon termination of the Terms Agreement or expiration of the Sandbox Access Term, AlarisPro will immediately cease providing the SaaS Services and all usage rights granted under the Terms Agreement.

Those provisions of the Terms Agreement that, by their nature or express terms, are intended to survive termination or expiration o fthe Terms Agreement will remain in full force and effect, including, without limitation, Sections 10- Ownership and Use of Data,14- Restrictions,17- Intellectual Property, 19- Indemnification, 20- Limitation of Liability, 22- Confidentiality, and 23-Return of Confidential Information.

5. Sandbox 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 Sandbox 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.

Sandbox Customer acknowledges that AlarisPro exercises no control over the content of the information transmitted by Sandbox Customer or the Authorized User through the SaaS Services. By posting Sandbox Customer Content on or through the Service, You represent and warrant that: (i) the Sandbox 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 Sandbox 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 Sandbox 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 Sandbox Customer assumes all liability for said Sandbox Customer Content and for providing access to Sandbox Customer Content by Sandbox Customer’s Authorized Users.

You retain any and all of Your rights to any Sandbox 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 Sandbox 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 Sandbox Customer Content provided by users.

6. Accounts

When Your sandbox account is created and You log into AlarisPro for the first time, You guarantee that You are 18 years of age or older. 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.

7. Sandbox Customer Responsibilities

Sandbox Customer acknowledges that AlarisPro’s provision of the Services may be dependent on information, including data, provided to AlarisPro by Authorized Users.  Sandbox 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 Sandbox Customer or its contractors to perform Sandbox Customer’s responsibilities under the Terms Agreement, (ii) nonperformance of a function, task, system, resource or activity by Sandbox Customer or its contractors upon which AlarisPro is dependent to perform the Services, or (iii) an act or omission by Sandbox Customer or its contractors.

Sandbox 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.

Sandbox 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 Sandbox Customer or any Authorized User, (iii) not conduct pen testing nor vulnerability testing of the Services without the expressed written permission of AlarisPro, (iv) not take screenshots of the AlarisPro sandbox pages and environment for the purposes of passing them to third parties or with the intent to recreate or inform the production of similar product and (v) will use true and accurate authentication data including their actual company name and emails and will not provide false identity information to gain access to or use the SaaS Service. Sandbox 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.

8. Communications

By creating a sandbox 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.

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9. 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.

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10. Ownership and Use of Data

All AlarisPro Data including the Sandbox Customer Content will be stored only on United States based servers. Notwithstanding anything in the Terms Agreement to the contrary, the Sandbox 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 Sandbox Customer hereby acknowledges and agrees that AlarisPro’s performance of the Terms Agreement may require AlarisPro to process, transmit and/or store Sandbox Customer Personal Data or the Personal Data of Sandbox Customer employees and Affiliates. By submitting Personal Data to AlarisPro, Sandbox 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.  Sandbox Customer agrees to obtain all necessary consent and make all necessary disclosures before including Personal Data in Sandbox Customer Content and using the SaaS Services. Sandbox Customer confirms that Sandbox Customer is solely responsible for any Personal Data that may be contained in Sandbox Customer Content, including any information which any Authorized User shares with third parties on Sandbox 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 Sandbox Customer Content. The AlarisPro Sandbox Terms and Conditions referenced in the Terms Agreement specify the Parties’ respective responsibilities for maintaining the security of Sandbox Customer Content in connection with the SaaS Services. Sandbox 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 and OEM Sandbox Customers”:

The Sandbox Customer retains all rights, titles and interests in and to any data collected by AlarisPro while performing the Services under the Terms Agreement, except data owned by any third-party. Subject to the terms and conditions of the Terms Agreement, by posting Sandbox Customer Content using the Service, Sandbox Customer hereby grants AlarisPro a non-exclusive, perpetual, worldwide, royalty-free, fully paid license to the use of all such data and information and to perform all acts with respect to such data and information solely as may be necessary for AlarisPro to provide the Services to Sandbox Customer and the Authorized Users, and a non-exclusive, perpetual, worldwide, royalty-free, fully paid license to use, reproduce, modify, perform, display,  and distribute such data and information (a) to operate, maintain and administer the Services, (b) to develop, modify, use and improve the Services, (c) to generate, utilize and publish aggregated and deidentified Retained Data, statistics, analytical results and trend information, or (d) for any other uses, including for required reporting or disclosures required under applicable Laws.  

11. 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:

a. 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;

b. 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;

c. 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;

d. 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

e. 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.

f. 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.

g. 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.

12. 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 16-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.

13. 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”).

14. Restrictions

Sandbox 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, (vii) access the SaaS Services, its Data, or Documentation in order to build a similar or competitive product or service, (viii) use observations, notes, screenshots, recordings, or impressions of the SaaS Services’ features, user interface, workflows, architecture, or functionality (“Sandbox Observations”) - whether documented or retained in memory - to design, develop, or assist in the development of any software, platform, or service that is substantially similar to or competitive with the SaaS Services, or (ix) permit any Authorized User who has accessed the Sandbox to participate in the design, development, or specification of any Competitive Product (as defined in Section 2) for a period of five (5) years following the expiration or termination of the Sandbox Access Term. 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.

15. Reliance on Simulated Performance Data

AlarisPro makes its best efforts to provide Systems, component, and parts simulated performance and reliability data (“Simulated Performance Data”) The Simulated Performance Data is generated from a combination of the AlarisPro Retained Data, OEM provided data, and data derived from combination of simulated and actual performance data of similar components and parts within the AlarisPro Platform. AlarisPro is a shared ecosystem of industry data.

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

16. Representations and Warranties of AlarisPro

AlarisPro represents and warrants that:

AlarisPro has all requisite corporate power and authority to execute, deliver and perform its obligations under the Terms Agreement.

AlarisPro will comply with all applicable laws, rules, and regulations in performing the Services and any obligations under the Terms Agreement.

AlarisPro will perform all Services in compliance with the Terms Agreement and Privacy Policy posted on AlarisPro’s website or within any mobile application used in conjunction with the Services. For any breach of a warranty, the Sandbox Customer’s exclusive remedy will be as provided in Section 4-Term and Termination.

THE WARRANTIES IN THE TERMS AGREEMENT SECTION 13-COMPLIANCE AND THE SECTION 16-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.

SANDBOX 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 SANDBOX CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

17. 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. Sandbox Customer further acknowledges and agrees that the overall selection, coordination, arrangement, and design of the features and functionality of the SaaS Services constitute original creative expression protectable under applicable intellectual property law, and that any product or service that replicates, imitates, or is substantially derived from the look, feel, structure, or feature set of the SaaS Services — whether or not any underlying code is copied — may constitute infringement of AlarisPro’s intellectual property rights and a violation of this Terms Agreement.

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 Sandbox 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 Sandbox Customer the limited, non-exclusive right and license to allow Sandbox Customer and Authorized Users to access and use the AlarisPro Proprietary Materials, AlarisPro Platform, and AlarisPro software made available by AlarisPro to Sandbox Customer and Authorized Users, but only to the extent required for Sandbox Customer and Authorized Users to utilize the applicable Services for the intended use. 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 Sandbox Customer in the course of providing the Services, AlarisPro grants to Sandbox Customer a limited, non-exclusive, royalty-free, non-transferable license for Sandbox Customer and Authorized Users to use such embedded materials solely for Sandbox 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 Sandbox Customer), suggestions, enhancement requests, recommendation or other feedback provided by Sandbox Customer, including Users, relating to the operation of the SaaS Services.

18. 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.

19. 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 13-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 19-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 Sandbox Customer Content infringes any patent, copyright or trademark, or misappropriates any trade secret, Sandbox Customer shall defend AlarisPro and its directors, officers and employees against the claim at Sandbox Customer’s expense and Sandbox 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 Sandbox Customer, to the extent arising from the claim.

20. 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 22-CONFIDENTIALITY AND 23-RETURN OF CONFIDENTIAL INFORMATION, (B) A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THE TERMS AGREEMENT SECTION 19-INDEMNIFICATION, (C) A PARTY’S BREACH OF THE TERMS AGREEMENT SECTION 14-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 NOT EXCEED $300.

The preceding paragraph does NOT apply to Sandbox Customer’s obligation to pay Fees under any other agreement between the Parties.

21. 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.

22. 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; Sandbox 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. This agreement of confidentiality also applies to all Confidential Information disclosed by either Party in connection with the business relationship between the Parties and the AlarisPro sandbox environment, including disclosures made prior to the Effective Date herein. Confidential Information will also include information disclosed by third parties to a Disclosing Party under an obligation of confidentiality. Without limiting the foregoing, AlarisPro’s Confidential Information expressly includes all aspects of the SaaS Services that are visible, experienced, or observable by Sandbox Customer or Authorized Users during Sandbox access, including without limitation: screen layouts, navigation flows, user interface design, feature functionality and organization, data presentation formats, workflow logic, system architecture as presented within the platform, and any Platform Look and Feel (as defined herein). Such information constitutes Confidential Information of AlarisPro regardless of whether it is marked as confidential and regardless of how it was perceived or retained (including through human memory). “Competitive Purpose” means any purpose related to the design, development, marketing, funding, specification, or competitive analysis of any Competitive Product. Subject to the display of identifiable Sandbox Customer Content as contemplated by the Terms Agreement; identifiable Sandbox Customer Content is deemed Confidential Information of Sandbox Customer. AlarisPro software and Documentation are deemed Confidential Information of AlarisPro. Notwithstanding anything to the contrary in the Terms Agreement and this Section 22-Confidentiality, Sandbox Customer Retained Data, Sandbox Customer Authorized Data, and Sandbox Customer Content that has been either deidentified or uploaded by Sandbox Customer to their own flight logs, documents portal or other locations within Sandbox 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”). For the avoidance of doubt, the AlarisPro SaaS Services’ user interface, screen layouts, navigation flows, feature design, functional architecture, workflow sequences, data models as presented within the platform, and any other aspects of the platform experienced or observed by Sandbox Customer or its Authorized Users during Sandbox access (collectively, “Platform Look and Feel”) constitute Confidential Information of AlarisPro, whether or not marked as confidential, and are expressly subject to all restrictions set forth in this Section 22 and in Section 14-Restrictions. During the term of the Terms Agreement and for five (5) years thereafter (perpetually in the case of software and Platform Look and Feel), 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. Sandbox Customer will not use any Confidential Information of AlarisPro, including Platform Look and Feel, to design, develop, specify, consult on, or advise regarding any Competitive Product. Sandbox Customer shall ensure that each Authorized User who is provided Sandbox access is made aware of and bound by the confidentiality obligations in this Section 22, including the prohibition on using Sandbox Observations for any Competitive Purpose. 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 22-Confidentiality or who are otherwise under an obligation of confidentiality at least as restrictive as set forth in this Section 22-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 Sandbox 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.

23. 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.

24. Injunctive Relief

Each Party acknowledges that in the event of a breach of Section 22-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.

25. 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 16-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.

26. 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.

27. Contact Us

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

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