Sandbox Terms and Conditions

Date Last Updated: June 29, 2026

Binding Contract

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THIS SANDBOX TERMS ANDCONDITIONS 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 THESANDBOX ACCESS AND USE.

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Binding Consent

YOUARE REQUIRED TO ACKOWLEDGE RECEIPT AND ACCEPTANCE OF THE SANDBOX TERMSAGREEMENT BEFORE USING ALARISPRO SANDBOX HTTPS://MY.ALARISPRO.COM/SITEWIDE, SAAS SERVICE, OR THE ALARISPRO MOBILEAPPLICATION OPERATED BY ALARISPRO, INC.  BY ACCESSING OR USING ALARISPRO’S SANDBOX OR SERVICE OFFERINGS, YOUSIGNIFY 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 NOTACCESS OR USE THE SERVICES.

By accepting the Terms Agreement, either by accessing orusing, or authorizing or permitting any user to access or use the Services,Sandbox Customer agrees to the terms and conditions of the Terms Agreement asof the date of such access or use of the Services (the “Effective Date”). As anAdministrative User and by accepting the Terms Agreement on behalf of acompany, government organization or another legal entity (an “Entity”), You areagreeing to the Terms Agreement for that Entity and representing to AlarisProthat You have the authority to accept the Terms Agreement for such Entity andits Affiliates, in which case the terms “Sandbox Customer”, “You”, or “Your”herein refers to such Entity and its Affiliates. If You do not have suchauthority, no one within your Entity that has such authority has not yetaccepted the Terms Agreement herein or if You do not agree with the TermsAgreement, You must not use or authorize any use of the Services. SandboxCustomer and AlarisPro shall each be referred to as a “Party” and collectivelyreferred to as the “Parties” for purposes of the Terms Agreement.

As an Administrative User and having accepted the TermsAgreement as binding on behalf of the Entity, You hereby warrant that YourEntity, including its employees, agents, representatives, and subcontractorswho will use the Service, will be bound by this Terms Agreement when You acceptit.

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Binding Modification Notice

AlarisProreserves the right, at Our sole discretion, to modify or replace the TermsAgreement at any time. We may modify the Terms Agreement, for example, toreflect changes to the law or changes to Our Services. Such modifications willtake effect on the stated Date Last Updated.

You acknowledge and agreethat it is Your responsibility to review the Terms Agreement periodically tolearn of any modifications. When changes are made to the Terms Agreement, wealso notify you upon your next login to the AlarisPro Sandbox and have youreconfirm your acceptance of the Terms Agreement. Your continued access of theServices after such posting constitutes Your consent to be bound by themodified website Terms Agreement. If You do not agree to the modified TermsAgreement, 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. SandboxCustomer Content
6. Accounts
7. Sandbox Customer Responsibilities
8. Communications
9. Performance Metrics and Machine Learning
10. Ownershipand 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. Relianceon 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. Returnof Confidentiality Information
24. Injunctive Relief
25. Disclaimer
26. Governing Law
27. Contact Us

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1. Service Overview

AlarisProis 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, tracksand records all maintenance events and System logs, and maintains regulatorycompliance (the “Service”, “Services”, or “Platform”).

“Administrator User” meanseach Sandbox Customer’s employee designated by Sandbox Customer to serve astechnical administrator of the SaaS Services (as defined in the definitionsbelow) and has the authority to bind the Entity with respect to this TermsAgreement on Sandbox Customer’s behalf. Administrator User also includes thoseSandbox Customer designees within the Entity that have been provided AlarisProadministrative rights within the SaaS Services.

“Authorized Users” meansAlarisPro Sandbox Customers, Sandbox Customers’ Administrative User, andSandbox Customers’ employees and contractors to be provided access to the SaaSServices.

“Competitive Product” meansany software, platform, application, or SaaS-based service that provides fleetmanagement, operations management, maintenance tracking, crew management,regulatory compliance, or any substantially similar functionality to theAlarisPro SaaS Services, whether offered commercially or internally, by SandboxCustomer or any affiliate, partner, or entity in which Sandbox Customer has acontrolling interest.

Data Definitions:

“Sandbox CustomerContent” means all data and materials provided by Sandbox Customerto AlarisPro for use in connection with the SaaS Services, including, withoutlimitation, Sandbox Customer applications, data files, and graphics.

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

“Personal Data” PersonalData 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 comeinto Our possession).

“Retained Data” meansSystem data entered by OEMs and Authorized Users that is thendeidentified.  Retained Data is used toimprove safety such as informing recommended replacement intervals forcomponents entered into the AlarisPro Platform, and other safety uses. AllRetained Data and Usage Data that is deidentified shall remain active withinAlarisPro. No data that has identifiable characteristics to an Authorized Userwill be included in this definition of Retained Data herein.

“Documentation” meansthe user guides, knowledge base, online help, Informational “i-blocks”, releasenotes, training materials and other documentation provided or made available byAlarisPro to Sandbox Customer regarding the use or operation of the SaaSServices.

“Maintenance Services” meansthe support and maintenance services provided by AlarisPro to Sandbox Customerpursuant to the Terms Agreement.

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

Original EquipmentManufacturer Sandbox Customer (“OEM”) means a Sandbox Customerthat is a subscriber of the AlarisPro SaaS Services including the AlarisProManufacturer Account which provides the OEM Sandbox Customer tools and featuresto manage the operations and maintenance of their Entity’s Systems as well asaccess to the OEM’s Systems’ deidentified data for Systems in operation by“Operator Sandbox Customers” within the AlarisPro SaaS Services.

“Other Services” meansall technical and non-technical services performed or delivered by AlarisProunder this Terms Agreement, including, without limitation, implementationservices and other professional services, customization, training and educationservices but excluding the SaaS Services and the Maintenance Services.

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

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

“Sandbox Access Term” shallmean that period solely governed by AlarisPro during which Sandbox Customerwill have on-line access and use of the Software through AlarisPro’s SaaSServices.

“System” meansmanned aircraft system, unmanned aircraft system (“UAS”), ground, water surfacevessel, submersible systems or any other system composed of components.

“System Unit” meanseach unique System that has been input and managed by the SaaS Services for thepurposes of providing operational, maintenance, and fleet management in thesandbox environment.

“Third-PartyContent” means information obtained by AlarisPro from publiclyavailable sources, from third-party content providers, or from third-partysoftware providers, and made available to Sandbox Customer through theServices, including linked information.

"Third-PartyServices” means third-party products or services that are notlicensed to You directly by AlarisPro.

3. SaaS Services

During the Sandbox AccessTerm, Sandbox Customer will receive a nonexclusive, non-assignable, royaltyfree, worldwide right to access and use the SaaS Services solely for SandboxCustomer’s internal evaluation and familiarization purposes, and not for anyCompetitive Purpose (as defined herein) or to inform the design, development,architecture, feature set, or business case of any Competitive Product, subjectto the terms of the Terms Agreement and up to the number of System Units andoptional features made available to the Sandbox Customer within the sandboxenvironment. Access to the Sandbox is expressly conditioned upon SandboxCustomer’s agreement that all features, screens, workflows, and functionalityobserved within the Sandbox constitute Confidential Information of AlarisPro,regardless of whether marked as such, and are subject to the restrictions setforth in Section 14-Restrictions and Section 22-Confidentiality.

Sandbox Customeracknowledges that the Terms Agreement is a services agreement and AlarisProwill not be delivering copies of the Software to Sandbox Customer as part ofthe SaaS Services.

4. Term & Termination

The term of the TermsAgreement begins on the Effective Date and will remain in effect solelygoverned by AlarisPro. AlarisPro reserves the right to terminate or suspenddelivery of the Services immediately, without prior notice or liability, at itssole discretion.  Sandbox Customer agreesthat AlarisPro will not be liable to Sandbox Customer or to any third-party forany liabilities, claims or expenses arising from or relating to termination orsuspension of the Services.

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

Those provisions of the Terms Agreement that, by theirnature or express terms, are intended to survive termination or expiration ofthe Terms Agreement will remain in full force and effect, including, withoutlimitation, 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 Youto post, link, store, share and otherwise make available certain information,text, graphics, videos, or other material. You are responsible for the SandboxCustomer Content that You post on or through the Service, including its legality,reliability, appropriateness, and access to the information that you providethrough permissions to other users within your account.

Sandbox Customer acknowledges that AlarisPro exercises nocontrol over the content of the information transmitted by Sandbox Customer orthe Authorized User through the SaaS Services. By posting SandboxCustomer 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 touse it and the right to grant AlarisPro the right and license as provided inthe Terms Agreement; (ii) that the posting of Your Sandbox Customer Content onor through the Service does not violate the privacy rights, publicity rights,copyrights, contract rights, trade secret, trademark, anyother intellectual property right of any third-party, orany other rights of any person or entity; and (iii) the Sandbox CustomerContent does not contain anything that is obscene, defamatory, harassing,offensive or malicious. AlarisPro reserves the right to terminate the account ofanyone found to be infringing a right of any third-party. The Sandbox Customerassumes all liability for said Sandbox Customer Content and for providingaccess to Sandbox Customer Content by Sandbox Customer’s Authorized Users.

You retain any and all of Your rights to any SandboxCustomer Content You submit, post, or display on or through the Service and Youare responsible for protecting those rights. AlarisPro takes no responsibilityand assumes no liability for Sandbox Customer Content You or any third-partyposts on or through the Service. AlarisPro has the right but not the obligationto monitor and edit all Sandbox Customer Content provided by users.

6. Accounts

When Your sandboxaccount is created and You log into AlarisPro for the first time, You guaranteethat You are 18 years of age or older. You are responsible for maintaining theconfidentiality of Your account and password, including but not limited to therestriction of access to Your computer and/or account. You agree to acceptresponsibility for any and all activities or actions that occur under Youraccount and/or password, whether Your password is with Our Service or athird-party. You must notify AlarisPro immediately upon becoming aware of anybreach of security or unauthorized use of Your account.

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

7. Sandbox Customer Responsibilities

Sandbox Customer acknowledges that AlarisPro’s provision ofthe Services may be dependent on information, including data, provided toAlarisPro by Authorized Users.  SandboxCustomer and any Authorized Users will provide all such information and data inan accurate and timely manner as reasonably required for AlarisPro to properlyperform such Services.  AlarisPro is notresponsible for Service failures or failure to perform its other obligations tothe extent directly caused by (i) a failure of Sandbox Customer or itscontractors to perform Sandbox Customer’s responsibilities under the TermsAgreement, (ii) nonperformance of a function, task, system, resource oractivity by Sandbox Customer or its contractors upon which AlarisPro isdependent to perform the Services, or (iii) an act or omission by SandboxCustomer or its contractors.

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

Sandbox Customer will: (i) notify AlarisPro immediately ofany unauthorized use of any password or user id or any other known or suspectedbreach of security, (ii) report to AlarisPro immediately and use reasonableefforts to stop any unauthorized use of the SaaS Service that is known orsuspected by Sandbox Customer or any Authorized User, (iii) not conduct pentesting nor vulnerability testing of the Services without the expressed writtenpermission of AlarisPro, (iv) not take screenshots of the AlarisPro sandboxpages and environment for the purposes of passing them to third parties or withthe intent to recreate or inform the production of similar product and (v) willuse true and accurate authentication data including their actual company nameand emails and will not provide false identity information to gain access to oruse the SaaS Service. Sandbox Customer will be solely responsible for the actsand omissions of its Administrator Users. AlarisPro will not be liable for anyloss of data or functionality caused directly or indirectly by theAdministrator Users.

8. Communications

By creating a sandboxaccount to use the Service, You agree to receive alerts, notifications,hardware or process updates, newsletters, marketing or promotional materialsand other information AlarisPro may send.

9. Performance Metrics and Machine Learning

You acknowledge that afundamental component of the Service is the use of machine learning andperformance metrics for the purpose of providing and improving the Service. Youhereby acknowledge that AlarisPro may collect, use, aggregate and de-identify informationrelated to Your use of the Service to train its algorithms through machinelearning techniques, monitor performance, create analytics and statisticaldata, or for any other purpose permitted by law.

10. Ownership and Use of Data

All AlarisPro Dataincluding the Sandbox Customer Content will be stored only on United Statesbased servers. Notwithstanding anything in the Terms Agreement to the contrary,the Sandbox Customer Content defined above may be perpetually retained by AlarisProin accordance with the same data privacy terms set forth in the Terms Agreementherein and within the AlarisPro Privacy Policy published on the AlarisProwebsite.

The Sandbox Customer hereby acknowledges and agrees thatAlarisPro’s performance of the Terms Agreement may require AlarisPro toprocess, transmit and/or store Sandbox Customer Personal Data or the PersonalData of Sandbox Customer employees and Affiliates. By submitting Personal Datato AlarisPro, Sandbox Customer agrees that AlarisPro and its Affiliates mayprocess, transmit and/or store Personal Data only to the extent necessary for,and for the sole purpose of, enabling AlarisPro to perform its obligationsunder the Terms Agreement.  SandboxCustomer agrees to obtain all necessary consent and make all necessarydisclosures before including Personal Data in Sandbox Customer Content andusing the SaaS Services. Sandbox Customer confirms that Sandbox Customer issolely responsible for any Personal Data that may be contained in SandboxCustomer Content, including any information which any Authorized User shareswith third parties on Sandbox Customer’s behalf. For uploaded documents,this license will be used only to allow You and Authorized Users to retrievedocuments uploaded to Your account.

In performing the SaaS Services, AlarisPro will comply withthe AlarisPro Privacy Policy, which is available at http://www.AlarisPro.com/privacy-policy andincorporated herein by reference. The AlarisPro Privacy Policy is subject tochange at AlarisPro’s discretion; however, AlarisPro endeavors to ensure thatthe Privacy Policy changes will not result in a material reduction in the levelof protection provided for Sandbox Customer Content. The AlarisPro SandboxTerms and Conditions referenced in the Terms Agreement specify the Parties’respective responsibilities for maintaining the security of Sandbox CustomerContent in connection with the SaaS Services. Sandbox Customer agrees toprovide any notices and obtain any consent related to AlarisPro’s use of thedata for provisioning the SaaS Services, including those related to thecollection, use, processing, transfer and disclosure of personal information.

AlarisPro “Operator andOEM Sandbox Customers”:

TheSandbox Customer retains all rights, titles and interests in and to any datacollected by AlarisPro while performing the Services under the Terms Agreement,except data owned by any third-party. Subject to the terms and conditions ofthe 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 informationand to perform all acts with respect to such data and information solely as maybe necessary for AlarisPro to provide the Services to Sandbox Customer and theAuthorized Users, and a non-exclusive, perpetual, worldwide, royalty-free,fully paid license to use, reproduce, modify, perform,display,  and distribute such data andinformation (a) to operate, maintain and administer the Services, (b) todevelop, modify, use and improve the Services, (c) to generate, utilize andpublish aggregated and deidentified Retained Data, statistics, analyticalresults and trend information, or (d) for any other uses, including forrequired reporting or disclosures required under applicable Laws.  

11. LAANC Users EndUser License Agreement

Your access to enhancemission data and Low Altitude Authorization and Notification Capability (LAANC)powered by AirHub (“LAANC Service”) is subject to the following End UserLicense 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.

12. Additional Terms for Our iOS and Android App in the AppStore (“Mobile App”)

You acknowledge and agree that the terms within the TermsAgreement are solely between You and AlarisPro, not with Apple or Google (“AppProvider”), and We, not App Provider, are solely responsible for the Mobile Appand any included content or materials. You may only use the Mobile App on anApp Provider-branded mobile device that You own or control and as permitted bythe “Usage Rules” set forth in the App Store Terms of Service. You acknowledgethat App Provider has no obligation whatsoever to furnish any maintenance andsupport services with respect to the Mobile App. Any other claims, losses,liabilities, damages, costs or expenses attributable to any failure to conformto any warranty will be solely governed by the Terms Agreement and any lawapplicable to AlarisPro as provider of the Mobile App and limited to theAlarisPro representations and warranties set forth in Section16-Representations and Warranties of AlarisPro herein. You acknowledge that AppProvider is not responsible for addressing any claims from You or anythird-party relating to the Mobile App or Your possession and/or use of theMobile App, including, but not limited to: (i) product liability claims; (ii)any claim that the Mobile App fails to conform to any applicable legal orregulatory requirement; and (iii) claims arising under consumer protection orsimilar legislation; and all such claims are governed solely by the TermsAgreement and any law applicable to us as provider of the Mobile App. Youacknowledge that, in the event of any third-party claim that the Mobile App orYour possession and use of that Mobile App infringes that third-party’sintellectual property rights, We, not App Provider, will be solely responsiblefor the investigation, defense, settlement and discharge of any suchintellectual property infringement claim to the extent required by the TermsAgreement. You and AlarisPro acknowledge and agree that App Provider, and AppProvider’s subsidiaries, are third-party beneficiaries of the Terms Agreementas they relate to Your use of the Mobile App, and that, upon Your acceptance ofthe Terms Agreement, App Provider will have the right (and will be deemed tohave accepted the right) to enforce the Terms Agreement and as it relates toYour use of the Mobile App against You as a third-party beneficiary of theTerms Agreement.

13.Compliance

Each Party warrants thatit will perform its obligations and exercise its rights under the TermsAgreement in compliance with all applicable federal and state governmentallaws, 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 orSoftware, (ii) make the SaaS Services available to any person other thanAuthorized Users, (iii) use or access the SaaS Services to provide servicebureau, time-sharing or other computer hosting services to third-parties, (iv)modify or create derivative works based upon the SaaS Services orDocumentation, (v) remove, modify or obscure any copyright, trademark or otherproprietary notices contained in the software used to provide the SaaS Servicesor in the Documentation, (vi) reverse engineer, decompile, disassemble, orotherwise attempt to derive the source code in whole or in part of the Softwareused to provide the SaaS Services, (vii) access the SaaS Services, its Data, orDocumentation in order to build a similar or competitive product or service,(viii) use observations, notes, screenshots, recordings, or impressions of theSaaS Services’ features, user interface, workflows, architecture, or functionality(“Sandbox Observations”) - whether documented or retained in memory - todesign, develop, or assist in the development of any software, platform, orservice that is substantially similar to or competitive with the SaaS Services,or (ix) permit any Authorized User who has accessed the Sandbox to participatein the design, development, or specification of any Competitive Product (asdefined in Section 2) for a period of five (5) years following the expirationor termination of the Sandbox Access Term. Subject to the limited licensesgranted herein, AlarisPro will own all right, title and interest in and to theSoftware, services, Documentation, and other deliverables provided under theTerms Agreement, including all modifications, improvements, upgrades,derivative works and feedback related thereto and intellectual property rightstherein.

15. Reliance on SimulatedPerformance Data

AlarisPro makes its bestefforts to provide Systems, component, and parts simulated performance andreliability data (“Simulated Performance Data”) The Simulated Performance Datais generated from a combination of the AlarisPro Retained Data, OEM provideddata, and data derived from combination of simulated and actual performancedata of similar components and parts within the AlarisPro Platform. AlarisProis a shared ecosystem of industry data.

AlarisPro makes no representation or warranty as to thetruth, accuracy or completeness of the AlarisPro Simulated Performance Data inconnection with the Services and the Terms Agreement. Sandbox Customeracknowledges and agrees that all Simulated Performance Data delivered byAlarisPro to Sandbox Customer in connection with the Services hereby areprovided to Sandbox Customer as a convenience only for simulation purposeswithin the AlarisPro sandbox environment and that any reliance on or use ofsuch data by Sandbox Customer shall be at the sole risk of Sandbox Customer.

16. Representations andWarranties of AlarisPro

AlarisPro represents and warrants that:

AlarisPro has all requisite corporatepower and authority to execute, deliver and perform its obligations under theTerms Agreement.

AlarisPro will comply with allapplicable laws, rules, and regulations in performing the Services and anyobligations under the Terms Agreement.

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

THE WARRANTIES IN THE TERMS AGREEMENT SECTION 13-COMPLIANCEAND THE SECTION 16-REPRESENTATIONS AND WARRANTIES OF ALARISPROCONSTITUTE THE SOLE WARRANTIES PROVIDED BY ALARISPRO WITH RESPECT TO THESERVICES AND THIS AGREEMENT. THE SAAS SERVICES, INCLUDING ANY SOFTWARE, AREPROVIDED “AS IS” AND “AS AVAILABLE”. ALARISPRO DOES NOT GUARANTEE THAT THE SAASSERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, WILL PERFORM IN ANYPRESCRIBED MANNER, OR THAT ALARISPRO WILL CORRECT ALL SAAS SERVICES ERRORS.ALARISPRO EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIESRELATING TO MERCHANTABILITY, NON-INFRINGEMENT, OR FITNESS FOR A PARTICULARPURPOSE, OR ARISING UNDER STATUTE, USAGE, TRADE PRACTICE, OR COURSE OF DEALING.

SANDBOX CUSTOMER ACKNOWLEDGES THAT ALARISPRO DOES NOTCONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THEINTERNET, AND THAT THE SAAS SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, ANDOTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. THISSECTION IN THIS AGREEMENT AND THE TERMS SETS FORTH THE SOLE AND EXCLUSIVEWARRANTY GIVEN BY ALARISPRO (EXPRESS OR IMPLIED) WITH RESPECT TO THE SUBJECTMATTER OF THIS AGREEMENT. NEITHER ALARISPRO NOR ANY OF ITS LICENSORS OR OTHER SUPPLIERSWARRANT OR GUARANTEE THAT THE OPERATION OF THE SUBSCRIPTION SERVICE WILL BEUNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, NOR WILL ALARISPRO OR ANY OF ITSSERVICE PROVIDERS BE LIABLE FOR UNAUTHORIZED ALTERATION, THEFT OR DESTRUCTIONOF SANDBOX CUSTOMER’S OR ANY USER’S DATA, FILES, OR PROGRAMS.

17.Intellectual Property

The Service and itsoriginal content, features and functionality are and will remain the exclusiveproperty 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 productor service without the prior written consent of AlarisPro. AlarisPro reservesall rights not expressly granted to You under the Terms Agreement. You may notuse the Service to create derivative works of any kind. Any such use of theService is ground for immediate termination of Your account without notice orany refund. Sandbox Customer further acknowledges and agrees that the overallselection, coordination, arrangement, and design of the features andfunctionality of the SaaS Services constitute original creative expressionprotectable under applicable intellectual property law, and that any product orservice that replicates, imitates, or is substantially derived from the look,feel, structure, or feature set of the SaaS Services — whether or not anyunderlying code is copied — may constitute infringement of AlarisPro’sintellectual property rights and a violation of this Terms Agreement.

AlarisPro has invested considerable resources in thedevelopment of its intellectual property and business processes: including butnot limited to (i) the Services, (ii) items documented as “Best Practices,”systems, methods, procedures, policies, techniques, and controls employed orotherwise utilized by AlarisPro, (iii) derivative works of any of the foregoingitems, and (iv) any intellectual property rights contained in or applicable toany of the foregoing (collectively, “AlarisPro Proprietary Materials”). Asbetween Sandbox Customer and AlarisPro, the AlarisPro Proprietary Materialsremain the sole and exclusive property of AlarisPro. Except as otherwise agreedto in writing by the Parties, any products, services, and/or other intellectualproperty developed by AlarisPro pursuant to the Terms Agreement will be ownedby AlarisPro. During the Term, AlarisPro grants to Sandbox Customer thelimited, non-exclusive right and license to allow Sandbox Customer andAuthorized Users to access and use the AlarisPro Proprietary Materials,AlarisPro Platform, and AlarisPro software made available by AlarisPro toSandbox Customer and Authorized Users, but only to the extent required forSandbox Customer and Authorized Users to utilize the applicable Services forthe intended use. To the extent AlarisPro Proprietary Materials are embedded orincorporated into any service deliverable, report, business or operating workflow, policy, procedure, recommendation, or analysis developed or provided byAlarisPro 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 suchembedded materials solely for Sandbox Customer’s internal business purposesduring the term of the Terms Agreement; provided the materials remain embeddedas provided by AlarisPro.  

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

18. Third-Party Services

The Service may containlinks to Third-Party Services or websites that are not owned or controlled byAlarisPro. Your use of Third-Party Services or products that are not licensedto You directly by AlarisPro shall be governed solely by the terms and conditionsapplicable to such Third-Party Services, as agreed to between You and thethird-party. AlarisPro does not endorse or support, is not responsible for, anddisclaims all liability with respect to Third-Party Services, including theprivacy practices, data security processes and other policies related toThird-Party Services. You hereby agree to waive any claim against AlarisProwith respect to any Third-Party Services. You may enable integrations betweenthe Service and Third-Party Services (each, an “Integration”). By enabling anIntegration between the Service and Third-Party Services, You are instructingAlarisPro to share Your data as necessary to facilitate the Integration. Youare responsible for providing all instructions to any Third-Party Serviceprovider relating to Your data.

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

You acknowledge and agree that AlarisPro is not responsibleor liable, directly or indirectly, for any damage or loss caused or alleged tobe 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 orwebsites. You are strongly advised to read the terms and conditions and privacypolicies of any Third-Party Services or websites that You visit.

19. Indemnification

You agree to defend, indemnify and hold harmless AlarisProand 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 butnot limited to attorney’s fees) resulting from or arising out of: a) Your useof and access to the Service, by You or any person using Your account andpassword; b) a breach of the Terms Agreement; or c) content posted on the Service.

To the extent allowed by law, a Party (the “IndemnifyingParty”) agrees to indemnify and defend the other Party (the “IndemnifiedParty”) 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 resultingfrom third-party claims that arise from: (i) the actual or alleged grossnegligence, fraud or willful misconduct of the Indemnifying Party; or (ii) theIndemnifying Party’s breach of Section 13-Compliance. If both Parties arealleged or adjudicated to have engaged in negligence, gross negligence orwillful misconduct, whether or not the claim, loss or damage would not haveoccurred without the actual or alleged negligence, or gross negligence orwillful misconduct of the other Party, each Party agrees to be responsible forthat portion of loss and expense attributable to that Party’s own actual oralleged negligence or willful misconduct.

The Indemnified Party must notify the Indemnifying Party inwriting, with reasonable promptness, of any claim under this Section19-Indemnification; however, failure to do so relieves the Indemnifying Partyof its obligations to indemnify for a claim only to the extent that theIndemnifying Party has been actually prejudiced by the failure to give noticeas required. The Indemnified Party will reasonably cooperate with theIndemnifying Party at the Indemnifying Party’s expense, including deliveringall documents, records and other materials in the Indemnified Party’spossession or control that are reasonably requested for use in the defense ofthe claim.  The Indemnifying Party may,in its discretion, control the defense and settlement of the claim, except thatthe Indemnifying Party may not settle the claim without the consent of theIndemnified Party if the settlement involves any obligation on the part of theIndemnified Party other than the payment of money to be paid by theIndemnifying Party. The Indemnified Party may participate in the defense of theclaim with its own counsel and at its own expense but will not settle orcompromise the claim without the prior written consent of the IndemnifyingParty.

If a third-party makes a claim against AlarisPro that theSandbox Customer Content infringes any patent, copyright or trademark, ormisappropriates any trade secret, Sandbox Customer shall defend AlarisPro andits directors, officers and employees against the claim at Sandbox Customer’sexpense and Sandbox Customer shall pay all losses, damages and expenses(including reasonable attorneys’ fees) finally awarded against such parties oragreed to in a written settlement agreement signed by Sandbox Customer, to theextent 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 withoutlimitation, 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 theService; (ii) any conduct or content of any third-party using the Service;(iii) any content obtained from the Service; and (iv) unauthorized access, useor alteration of Your transmissions or content, whether based on warranty,contract, tort (including negligence) or any other legal theory, whether or notAlarisPro has been informed of the possibility of such damage, and even if aremedy set forth herein is found to have failed of its essential purpose.

EXCEPT FOR LIABILITY IN CONNECTION WITH (A) A PARTY’SBREACH OF ITS CONFIDENTIALITY OBLIGATIONS PURSUANT TO THE TERMS AGREEMENTSECTIONS 22-CONFIDENTIALITY AND 23-RETURN OF CONFIDENTIAL INFORMATION,(B) A PARTY’S INDEMNIFICATION OBLIGATIONS PURSUANT TO THE TERMS AGREEMENTSECTION 19-INDEMNIFICATION, (C) A PARTY’S BREACH OF THE TERMS AGREEMENTSECTION 14-RESTRICTIONS, OR (D) A PARTY’S GROSS NEGLIGENCE, FRAUD,CRIMINAL MISCONDUCT, OR WILLFUL MISCONDUCT,NEITHER PARTY (NOR ANY LICENSOR OROTHER SUPPLIER OF ALARISPRO) WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIALOR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSTBUSINESS, PROFITS, DATA OR USE OF ANY SERVICE, INCURRED BY EITHER PARTY OR ANYTHIRD-PARTY IN CONNECTION WITH THIS TERMS AGREEMENT, REGARDLESS OF THE NATUREOF THE CLAIM (INCLUDING NEGLIGENCE), EVEN IF FORESEEABLE OR THE OTHER PARTY HASBEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

NEITHER PARTY’S AGGREGATE LIABILITY FOR DAMAGES UNDER THISTERMS AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM (INCLUDING NEGLIGENCE),WILL NOT EXCEED $300.

The preceding paragraph does NOT apply to SandboxCustomer’s obligation to pay Fees under any other agreement between theParties.

21.Exclusions

Some jurisdictions do not allow the exclusion of certainwarranties or the exclusion or limitation of liability for consequential orincidental 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, knowhow, ideas, computer programs, designs, operations, processes, and structures;product information; research and development information; Sandbox Customerinformation; 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 informationof a Party, which is or might reasonably be interpreted to be of aconfidential, trade secret and/or proprietary character. This will include anyinformation disclosed by a Party to the other Party, directly or indirectly,which, (a) if in written, graphic, machine-readable or other tangible form, ismarked as “confidential” or “proprietary,” (b) if disclosed orally or bydemonstration, is identified at the time of initial disclosure as confidentialand is confirmed in writing to the Receiving Party to be “confidential” or“proprietary” within 30 days of such disclosure, (c) is specifically deemed tobe confidential by the terms of the Terms Agreement, or (d) reasonably appearsto be confidential or proprietary because of the circumstances of disclosureand the nature of the information itself. This agreement of confidentiality alsoapplies to all Confidential Information disclosed by either Party in connectionwith the business relationship between the Parties and the AlarisPro sandboxenvironment, including disclosures made prior to the Effective Date herein. ConfidentialInformation will also include information disclosed by third parties to aDisclosing Party under an obligation of confidentiality. Without limiting theforegoing, AlarisPro’s Confidential Information expressly includes all aspectsof the SaaS Services that are visible, experienced, or observable by SandboxCustomer or Authorized Users during Sandbox access, including withoutlimitation: screen layouts, navigation flows, user interface design, featurefunctionality and organization, data presentation formats, workflow logic,system architecture as presented within the platform, and any Platform Look andFeel (as defined herein). Such information constitutes Confidential Informationof AlarisPro regardless of whether it is marked as confidential and regardlessof 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 CompetitiveProduct. Subject to the display of identifiable Sandbox Customer Content ascontemplated by the Terms Agreement; identifiable Sandbox Customer Content isdeemed Confidential Information of Sandbox Customer. AlarisPro software andDocumentation are deemed Confidential Information of AlarisPro. Notwithstandinganything to the contrary in the Terms Agreement and this Section22-Confidentiality, Sandbox Customer Retained Data, Sandbox Customer AuthorizedData, and Sandbox Customer Content that has been either deidentified oruploaded by Sandbox Customer to their own flight logs, documents portal orother locations within Sandbox Customer’s access area to the Services will notbe classified as Confidential Information herein.

In connection with the Terms Agreement, each Party (as the“Disclosing Party”) may disclose or make available Confidential Information tothe other Party (as the “Receiving Party”). For the avoidance of doubt, theAlarisPro SaaS Services’ user interface, screen layouts, navigation flows,feature design, functional architecture, workflow sequences, data models aspresented within the platform, and any other aspects of the platformexperienced or observed by Sandbox Customer or its Authorized Users during Sandboxaccess (collectively, “Platform Look and Feel”) constitute ConfidentialInformation of AlarisPro, whether or not marked as confidential, and areexpressly subject to all restrictions set forth in this Section 22 and inSection 14-Restrictions. During the term of the Terms Agreement and for five(5) years thereafter (perpetually in the case of software and Platform Look andFeel), each Party agrees to hold the Confidential Information of the otherParty in strict confidence and to make no disclosure of such information,directly or indirectly, without the other Party’s prior written consent. EachParty will not use such Confidential Information except to exercise its rightsand perform its obligations under the Terms Agreement and will not disclose suchConfidential Information to any third-party. Without limiting the foregoing,each Party will use at least the same degree of care, but not less than areasonable degree of care, it uses to prevent the disclosure of its ownconfidential information to prevent the disclosure of Confidential Informationof the other Party. Each Party will promptly notify the other Party of anyactual or suspected misuse or unauthorized disclosure of the other Party’sConfidential Information. Neither Party will reverse engineer, disassemble ordecompile any prototypes, software or other tangible objects which embody theother Party’s Confidential Information, and which are provided to the Partyhereunder. Sandbox Customer will not use any Confidential Information ofAlarisPro, including Platform Look and Feel, to design, develop, specify,consult on, or advise regarding any Competitive Product. Sandbox Customer shallensure that each Authorized User who is provided Sandbox access is made awareof and bound by the confidentiality obligations in this Section 22, includingthe prohibition on using Sandbox Observations for any Competitive Purpose. AParty may disclose Confidential Information only to its employees who have aneed to know, and agents, affiliates and contractors who have a need to knowand who have previously executed a written confidentiality agreement imposingconfidentiality obligations with materially similar terms to those set forth inthis Section 22-Confidentiality or who are otherwise under an obligation of confidentialityat least as restrictive as set forth in this Section 22-Confidentiality(collectively, “Representatives”). Notwithstanding the foregoing, in no eventwill either Party disclose Confidential Information to a direct competitor ofthe other. Each Party is primarily responsible and liable for anyconfidentiality breaches by its Representatives.

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

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

Notwithstanding the foregoing, to the extent that SandboxCustomer has signed a separate non-disclosure or confidentiality agreement withAlarisPro, the foregoing obligations will not take precedence over any morerestrictive obligations contained in such non-disclosure or confidentialityagreement and such more restrictive obligations will be considered incorporatedinto the Terms Agreement.

23. Return of Confidentiality Information

Upon termination of theTerms Agreement and upon subsequent written request by the Disclosing Party,the Receiving Party of tangible Confidential Information will immediatelyreturn such information or destroy such information and provide written certificationof such destruction, provided that the Receiving Party may permit its legalcounsel to retain one archival copy of such information in the event of asubsequent dispute between the Parties.

24. Injunctive Relief

Each Party acknowledges that in the event of a breach ofSection 22-Confidentiality, damages may not be an adequate remedy, and theDisclosing Party will be entitled, in addition to any other rights and remediesavailable under the Terms Agreement or at law or in equity, to seek injunctiverelief to restrain any such breach, threatened or actual.

25. Disclaimer

Your use of the Serviceis 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 Section16-Representations and Warranties of AlarisPro herein above and there are noother warranties provided whether express or implied, including, but notlimited to, implied warranties of merchantability, fitness for a particularpurpose, non-infringement, or course of performance.

AlarisPro its subsidiaries, affiliates, and its licensorsdo not warrant that: a) the Service will be uninterrupted, secure or availableat 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) theresults of using the Service will meet Your requirements.

26. Governing Law

The Terms Agreementshall be governed and construed in accordance with the laws of Maryland, UnitedStates, without regard to its conflicts of law’s provisions.

27. Contact Us

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

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