Terms of Service
American Autonomy, Inc. TERMS OF SERVICE
Last Updated: July 23, 2026 · Effective: July 23, 2026
By activating an associated drone via its mobile application and tapping 'I Agree', you acknowledge that you have read, understood, and agree to be bound by the following Terms of Service and the Privacy Policy.
These Terms of Service ("Terms") form a binding agreement between American Autonomy, Inc., a Delaware corporation with its principal place of business at 300 East Main St., Suite 300, Solon, IA 52333 ("American Autonomy," "we," "us," or "our"), and the individual or entity agreeing to these Terms ("Customer," "you," or "your"). They govern your access to and use of the American Autonomy, Inc. platform, websites, mobile and desktop applications, including but not limited to AcreConnect®, application programming interfaces, professional services, and any related software, documentation, and content we make available (collectively, the "Services").
By creating an account, clicking "I accept," signing an Order Form that references these Terms, or otherwise accessing or using the Services, you agree to be bound by these Terms and by our Privacy Policy, which is incorporated by reference. If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and "you" and "your" refer to that entity. If you do not agree, you must not access or use the Services.
Important: Section 17 (Warranty Disclaimers), Section 18 (Limitation of Liability), Section 19 (Indemnification), and Section 22 (Governing Law; Dispute Resolution; Arbitration; Class Waiver) limit our liability and the way disputes between us are resolved. Please read them carefully.
Table of Contents
1. Definitions
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
"Authorized User" means an individual whom Customer permits to access the Services on Customer's behalf, including employees, contractors, agents, and (where applicable) end users associated with Customer.
"Customer Data" means any data, files, materials, text, images, telemetry, flight logs, geospatial data, or other content that Customer or its Authorized Users upload to, generate within, or transmit through the Services. Customer Data does not include data we collect or generate independently, including Service Data.
"Documentation" means user guides, online help, technical documentation, and other materials we make generally available describing the Services.
"Fees" means the subscription, professional services, support, and other charges payable for the Services.
"Order Form" means an ordering document or online sign-up flow specifying the Services, subscription term, and Fees.
"Service Data" means usage data, system logs, telemetry, performance data, and other technical or operational information about the Services that we collect or generate.
“Software” means the flight application installed on a drone controller for flight control and management, and the cloud-based data management application used to store, manage and share drone data in connection with the flight application.
"Sub-processor" means a third party we engage to process Customer Personal Data on our behalf in connection with the Services.
"Third-Party Content" means content, services, data, software, websites, or other materials provided by a third party and made accessible through or in connection with the Services.
2. Acceptance and Eligibility
To use the Services, you must be at least 18 years old and capable of forming a legally binding contract under applicable law. The Services are intended for business use; if you are using the Services as an individual for personal purposes, you confirm you have the legal capacity to do so. We do not knowingly provide the Services to children under the age of 13 (or under 16 in the EEA, UK, and other jurisdictions that set a higher age). If you believe a child has provided personal information through the Services, contact privacy@american-autonomy.com.
If a separate written agreement (such as a master services agreement, enterprise agreement, or order form) between you and American Autonomy, Inc. expressly governs your use of the Services, the terms of that agreement control to the extent of any conflict with these Terms.
3. Changes to These Terms
We may update these Terms from time to time. The "Last Updated" date at the top of this document indicates when these Terms were last revised. If we make material changes, we will notify you in advance by email to the address associated with your account, by an in-product notice, or by other reasonable means, and the changes will become effective no fewer than thirty (30) days after that notice (or such longer period as required by applicable law). Non-material changes (such as clarifications and typographical corrections) are effective when posted. Your continued access to or use of the Services after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, you must stop using the Services and may terminate your account in accordance with Section 14.
4. Account Registration and Security
To access most of the Services, you must register for an account. You agree to provide accurate, current, and complete registration information and to keep it up to date. You are responsible for safeguarding your credentials, for all activity that occurs under your account, and for ensuring that your Authorized Users comply with these Terms. You must notify us promptly at security@american-autonomy.com of any actual or suspected unauthorized access, account compromise, or security incident.
If your account is provisioned by an organization (for example, your employer), that organization may control your account and Customer Data, including the ability to manage, suspend, terminate, reset, audit, and access your account and its contents. If the email address associated with your account is on a domain owned by an organization that establishes a commercial relationship with us, we may transition control of your account to that organization upon notice to you.
We may require you to enable multi-factor authentication or other security controls as a condition of accessing certain Services. You may not share your account credentials, sell, lend, or transfer your account, or use another user's account without permission.
5. Subscriptions, Free Trials, Beta Features and Service Access
5.1 Subscriptions
Some Services are included with the purchase of a drone. Some Services may require a subscription for access. These Services will be clearly delineated and stated on the Order Form or online sign-up flow.
Unless otherwise stated in an Order Form, subscriptions begin on the effective date set forth in the applicable Order Form (or, for online self-serve purchases, the date your initial payment is received) and continue for the initial term specified. At the end of the initial term, the subscription will automatically renew for successive renewal terms equal in length to the initial term, at our then-current rates, unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Renewal is at the same level of service unless you upgrade or downgrade in accordance with these Terms or your Order Form.
5.2 Free Trials
If we offer you a free trial, you may use the Services without charge for the trial period specified at sign-up. We may modify or discontinue free trials at any time. Unless you cancel before the trial ends, your trial may automatically convert to a paid subscription at the rates disclosed at sign-up. Any data you upload during a free trial may be permanently deleted if you do not convert to a paid subscription.
5.3 Beta and Pre-Release Features
From time to time, we may offer features, products, or services that are designated as beta, alpha, preview, evaluation, or otherwise pre-release ("Beta Features"). Beta Features are provided "AS IS" and "AS AVAILABLE" for evaluation purposes, may be subject to additional terms, and may be modified or discontinued at any time. Beta Features are excluded from any service-level commitments and from the warranties in Section 17.1, to the maximum extent permitted by law.
5.4 Service Access
Your access and use of the Services, including Software, may be interrupted from time to time for any of several reasons, including, without limitation, the malfunction of equipment, periodic updating, maintenance or repair of the Service or other actions that American Autonomy, Inc., in its sole discretion, may elect to take.
You acknowledge and agree that due to technology upgrade, service system upgrade, business strategy adjustment, or changes in regulations and policies, American Autonomy, Inc. does not guarantee that any American Autonomy, Inc. Software will be permanently provided, and American Autonomy, Inc. is entitled to change the form, specification or other aspects of the American Autonomy, Inc. Software. Prior to terminating the provision of technical support (including terminating the server operation and maintenance of certain Software) or making such changes, American Autonomy, Inc. will use reasonable efforts to notify you through website announcement.
6. Fees, Billing, Taxes, and Payments
6.1 Fees
You agree to pay all Fees specified in the applicable Order Form or sign-up flow. Except as expressly set forth in these Terms or required by applicable law, all Fees are non-refundable, and the number of subscription units, seats, or aircraft you commit to cannot be reduced during a term. We may increase Fees for a renewal term by giving notice at least thirty (30) days before the end of the then-current term.
6.2 Billing and Payment
Subscriptions are billed in advance on the cadence stated in the Order Form (monthly or annual unless otherwise specified). For online self-serve purchases, you authorize us (and our payment processor) to charge your designated payment method for all Fees, including renewal Fees, until you cancel. For invoiced customers, payment is due within thirty (30) days of the invoice date. You are responsible for providing complete and accurate billing information and for keeping your payment method current.
6.3 Payment Card Processing
Payment cards are processed by our PCI DSS-compliant third-party payment processors. American Autonomy, Inc. does not store full payment card numbers on its own systems. By providing payment card information, you authorize us and our processor to charge that card for the Fees and to retain tokenized references to that card for billing, dispute resolution, fraud prevention, and tax purposes.
6.4 Disputes
If you believe an invoice is incorrect, you must contact billing@american-autonomy.com within thirty (30) days of the invoice date with a written explanation in order to receive an adjustment or credit. Amounts not disputed in writing within this period are deemed accepted.
6.5 Late Payments
Past due amounts (other than amounts properly disputed in good faith) accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law. We may suspend the Services for non-payment in accordance with Section 15. You are responsible for our reasonable costs of collection, including legal fees.
6.6 Taxes
Fees do not include taxes. You are responsible for all sales, use, value-added, GST, withholding, and similar taxes (other than taxes on our net income) associated with your purchase. If you are required to withhold any tax, you will gross up the payment so that we receive the full amount invoiced.
7. Customer Data and Privacy
7.1 Ownership
As between you and American Autonomy, Inc., you retain all right, title, and interest in and to Customer Data. You grant American Autonomy, Inc. and its Sub-processors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely as necessary to (a) provide, secure, and support the Services to you and your Authorized Users; (b) comply with your instructions, including sharing settings you configure; (c) prevent or address service, security, or technical issues; (d) comply with applicable law; and (e) enforce these Terms.
7.2 Aggregated and De-Identified Data
We may generate aggregated and de-identified data from Customer Data and use it for any lawful purpose, including improving and developing the Services, benchmarking, analytics, and product research, provided that the data does not identify you, your Authorized Users, or any individual, and we do not attempt to re-identify it.
7.3 Personal Data; Data Processing Addendum
To the extent Customer Data includes personal data subject to the EU General Data Protection Regulation ("GDPR"), the UK General Data Protection Regulation ("UK GDPR"), the California Consumer Privacy Act as amended by the CPRA ("CCPA/CPRA"), or other comparable data protection laws, the American Autonomy, Inc. Data Processing Addendum ("DPA"), available at american-autonomy.com/legal/dpa or upon request to privacy@american-autonomy.com, applies and is incorporated by reference. The DPA governs the parties' respective roles and obligations as controller and processor (or business and service provider, as applicable).
7.4 Privacy Policy
Our collection and use of personal information from individual users (including individuals interacting with our website, marketing channels, and account features) is described in our Privacy Policy, which is incorporated by reference. By using the Services, you acknowledge that personal information will be processed as described in the Privacy Policy and the DPA.
7.5 Customer Responsibilities
You represent and warrant that (a) you have the rights, consents, and authority necessary to provide Customer Data to us and to permit our processing of it as described in these Terms, the DPA, and the Privacy Policy; (b) Customer Data and your use of the Services do not and will not violate any applicable law, regulation, contract, or third-party right (including intellectual property and privacy rights); and (c) you will provide all notices and obtain all consents required from your Authorized Users and other data subjects.
7.6 Sensitive Data Restrictions
Unless we have agreed in writing in a separate signed agreement (for example, a Business Associate Agreement under HIPAA), you will not upload or transmit through the Services any: (a) protected health information subject to HIPAA; (b) full payment card numbers (other than as needed for American Autonomy, Inc. to charge you for the Services through our PCI-compliant processor); (c) government-issued identifier numbers (such as Social Security or national ID numbers) of third parties; (d) classified information; or (e) any other category of "sensitive personal data" or "sensitive personal information" under applicable law unless our Documentation expressly supports it.
8. Acceptable Use; Software Use
8.1 Acceptable Use
You will not, and will not permit anyone else to:
- use the Services to violate any law, regulation, or third-party right (including any intellectual property, privacy, publicity, or contractual right);
- upload or transmit any content that is unlawful, harassing, defamatory, obscene, fraudulent, infringing, or otherwise objectionable, or that contains malware, viruses, ransomware, or other harmful code;
- interfere with, disrupt, or attempt to gain unauthorized access to the Services, our systems, our other customers, or any networks connected to the Services;
- reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or trade secrets from the Services, except to the extent that this restriction is prohibited by applicable law;
- modify, copy, distribute, sell, lease, sublicense, or create derivative works of the Services, the Documentation, or any American Autonomy, Inc. Confidential Information, except as expressly permitted;
- use the Services to build a competing product or service, or to benchmark the Services without our prior written consent;
- use any robot, spider, scraper, or other automated means to access the Services other than through interfaces we make available, or to circumvent any usage limits, fees, or technical restrictions;
- use the Services to send unsolicited commercial communications (spam), engage in phishing, or impersonate another person or entity;
- operate any unmanned aerial vehicle ("UAV") or other equipment in violation of applicable aviation, privacy, or other laws or in a manner that endangers persons or property; or
- use the Services in any safety-critical application where failure of the Services could reasonably be expected to result in death, personal injury, or material property or environmental damage.
We may, but are not obligated to, monitor use of the Services for compliance with these Terms. We reserve the right to investigate suspected violations and to remove or disable access to any content or account in accordance with Sections 14 and 15.
8.2 Use of the American Autonomy, Inc. Software
You are responsible for providing the mobile device, wireless service plan, software, Internet connections and/or other equipment or services that you need to download, install and use the American Autonomy, Inc. Software. We do not guarantee that the Software can be accessed and used on any particular device, unless it is the controller of an approved drone partner, as listed on our website american-autonomy.com, or with any particular service plan. We do not guarantee that the Software will be available in any particular geographic location. As part of the Services, you may receive push notifications, local client notifications, text messages, picture messages, alerts, emails or other types of messages directly sent to you in connection with the American Autonomy, Inc. Software (“Push Messages”). You acknowledge that, when you use the Software, your wireless service provider may charge you fees for data, text messaging and/or other wireless access, including in connection with Push Messages. You have control over the Push Messages settings and can opt in or out of these Push Messages through the Services or through your mobile device’s operating system (with the possible exception of infrequent, important service announcements and administrative messages).
9. Intellectual Property; Feedback
The Services, the Documentation, and all related software, technology, content, and materials (other than Customer Data) are owned by American Autonomy, Inc. or its licensors and are protected by intellectual property laws.
"American Autonomy™," the American Autonomy, Inc. logo, “AcreConnect®” and the AcreConnect® logo, and other American Autonomy, Inc. product names are our trademarks. You may not use them without our prior written consent.
9.1 Limited License
We grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services during the term of your subscription or use of the drone equipment associated with the Services, solely for your internal business purposes (or, for individual users, your personal, non-commercial purposes) and in accordance with these Terms and the Documentation. All rights not expressly granted are reserved.
9.2 Feedback
If you provide us with feedback, comments, suggestions, or ideas about the Services ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable, transferable license to use the Feedback for any purpose without restriction or compensation to you.
10. Third-Party Services and Content
The Services may interoperate with or provide access to Third-Party Content. Third-Party Content is provided by the relevant third party, and your use of it is subject to that third party's terms and privacy notice. American Autonomy, Inc. does not endorse and is not responsible for Third-Party Content, and your dealings with third parties are solely between you and that third party. If a third-party service is required for a feature of the Services and that third party modifies, suspends, or discontinues access to its service, we may suspend or discontinue the corresponding feature without liability.
11. Confidentiality
"Confidential Information" means non-public information disclosed by one party ("Discloser") to the other ("Recipient") that is marked or identified as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure, including these Terms, Order Forms, Customer Data, our non-public technical and product information, and Service Data. Confidential Information does not include information that the Recipient can show is or becomes publicly available through no fault of the Recipient, was rightfully known to the Recipient before disclosure, is rightfully obtained from a third party without a duty of confidentiality or was independently developed without use of the Discloser's Confidential Information.
Recipient will use Confidential Information only to perform its obligations or exercise its rights under these Terms, will protect it using at least the same degree of care it uses to protect its own confidential information of like kind (and no less than reasonable care), and will limit access to its employees, agents, advisors, and contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Section. Recipient may disclose Confidential Information if required by law or legal process, provided it gives the Discloser prompt written notice (where legally permitted), so the Discloser may seek a protective order.
12. Aviation and Flight-Specific Terms
Some Services may include features designed for unmanned aerial vehicle (UAV) operations, including flight command and control functions, flight planning, mapping, telemetry capture, airspace data, and flight log management. These features are provided as planning and operational aids only and are not a substitute for your own judgment, training, or compliance with applicable law. You are solely responsible for: (a) determining whether each flight is safe and lawful; (b) compliance with all applicable aviation laws and regulations, including those of the U.S. Federal Aviation Administration and any other civil aviation authority with jurisdiction; (c) obtaining all required authorizations, waivers, and clearances; (d) maintaining required pilot certifications and aircraft registrations; and (e) all conduct of your flight operations and any consequences thereof.
Airspace, weather, NOTAM, and other operational data presented through the Services may be incomplete, delayed, or inaccurate. You will not rely on the Services as the sole source of safety-of-flight information. American Autonomy, Inc. is not an air-traffic-control system.
13. Term and Termination
13.1 Term
These Terms are effective on the date you first accept them and continue until terminated as set forth below.
We reserve the right to modify or discontinue the Services or features of the Services at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Services or any suspension or termination of your access to or access to the Site. Without limiting the foregoing, you understand and agree that in any termination or suspension of your account or the Services, you will not have access to any data or content posted to the Services or otherwise contained in the Services, and we will have no responsibility to provide you access to such data or content.
13.2 Termination for Convenience
13.2.1 Subscription Services
You may terminate your account at any time by canceling your subscription through the Services or by giving us written notice. Cancellation takes effect at the end of the then-current billing period; Fees paid for the then-current period are not refundable except as required by applicable law. We may terminate or suspend the Services for any reason on at least thirty (30) days' prior notice, in which case we will refund any prepaid Fees for Services not yet delivered as of the effective date of termination.
13.2.2 Other Services; Software
You many terminate your account at any time by contacting customer support at support@American-Autonomy.com
13.3 Termination for Cause
13.3.1 Subscription Services
Either party may terminate these Terms immediately upon written notice if the other party (a) materially breaches these Terms and fails to cure within thirty (30) days after written notice describing the breach (or five (5) days for non-payment), or (b) becomes insolvent, makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy, has an involuntary petition filed against it that is not dismissed within sixty (60) days, or otherwise ceases ordinary business operations.
13.3.1.1 Effect of Termination
Upon any termination or expiration: (a) your right to access the Services ends; (b) all Fees accrued before the effective date of termination remain due; and (c) each party will return or destroy the other's Confidential Information, except that we may retain Customer Data and other information as set forth in Section 14 and the DPA, and either party may retain information as required by law or routine backup processes (subject to ongoing confidentiality).
13.3.2 Termination of Use for Other Services; Software
If you violate any provision of these Terms, your permission from us to access the Services may be terminated automatically. American Autonomy, Inc. may in its sole discretion terminate your account or suspend or terminate your access to the Services at any time, with or without notice.
13.5 Survival
Sections 1, 6 (for amounts accrued), 7.1-7.2, 7.6, 9, 10 (last sentence), 11, 13.4, 13.5, 16, 17, 18, 19, 21, 22, 23, and any other provisions that by their nature are intended to survive will survive termination or expiration of these Terms.
14. Data Export and Deletion
14.1 Subscription Services
For Services which are accessed by subscription, during an active subscription, you may export Customer Data through the export tools we make available in the Services or as documented in the Documentation. For thirty (30) days after termination or expiration, we will, upon your written request, make Customer Data available for export, except where prohibited by law. After that period, we may delete Customer Data from our active systems in the ordinary course; residual copies may persist in backups for up to a further ninety (90) days, after which they are deleted or rendered inaccessible. Specific deletion timelines for personal data are described in the Privacy Policy and the DPA.
14.2 Other Services; Software
You may export Customer Data through the export tools we make available in the Services or as documented in the Documentation. As noted above in 5.4, you acknowledge and agree that due to technology upgrade, service system upgrade, business strategy adjustment, or changes in regulations and policies, American Autonomy, Inc. does not guarantee that any American Autonomy, Inc. Software will be permanently provided, and American Autonomy, Inc. is entitled to change the form, specification or other aspects of the American Autonomy, Inc. Software. Prior to terminating the provision of technical support (including terminating the server operation and maintenance of certain Software) or making such changes, American Autonomy, Inc. will use reasonable efforts to notify you through website announcement.
15. Suspension
We may suspend your access to all or part of the Services if we reasonably believe that: (a) your account is being used in violation of these Terms or the Acceptable Use Policy; (b) your use poses a security risk to the Services, our systems, or any other customer; (c) we are required to do so by law or order of a court or regulator; (d) you have failed to pay undisputed amounts when due; or (e) suspension is necessary to prevent or mitigate harm. Where practicable, we will provide notice and an opportunity to cure before suspension. Suspension does not relieve you of the obligation to pay Fees.
16. American Autonomy, Inc. Indemnification (Intellectual Property)
Subject to the rest of this Section, American Autonomy, Inc. will defend Customer (and Customer's officers, directors, and employees) against any third-party claim alleging that the Services, when used by Customer in accordance with these Terms and the Documentation, infringe a valid U.S. patent, registered copyright, registered trademark, or trade secret, and will pay damages and costs finally awarded by a court of competent jurisdiction or agreed in settlement. American Autonomy, Inc. has no obligation under this Section for claims arising from: (a) Customer Data; (b) modification of the Services by anyone other than American Autonomy, Inc.; (c) combination of the Services with products, services, or data not provided by American Autonomy, Inc., where the claim would not arise but for the combination; (d) Customer's use of the Services after notice to discontinue; or (e) Beta Features or no-charge offerings. If the Services become, or in our opinion are likely to become, the subject of an infringement claim, we may, at our option: (i) procure a right for Customer to continue using the Services; (ii) modify the Services so they are non-infringing while substantially preserving functionality; or (iii) terminate the affected Services and refund any prepaid Fees for the unused portion of the term. This Section states our entire liability and Customer's exclusive remedy for third-party intellectual property claims.
17. Warranties and Disclaimers
17.1 Limited Service Warranty
For Services which require a subscription, we warrant that, during your subscription period, the Services will perform in all material respects in accordance with the Documentation. As your sole and exclusive remedy for any breach of this warranty, we will use commercially reasonable efforts to correct the non-conformity. If we are unable to do so within a reasonable time after your written notice, you may terminate the affected subscription, and we will refund prepaid Fees for the unused portion of the term.
17.2 Disclaimers
FOR ALL OTHER SERVICES, INCLUDING SOFTWARE, EXCEPT FOR THE EXPRESS WARRANTIES IN SECTION 17.1, AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, INCLUDING ANY THIRD-PARTY CONTENT AND BETA FEATURES, ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND AMERICAN AUTONOMY, INC. AND ITS AFFILIATES, LICENSORS, AND SUPPLIERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES WILL MEET YOUR REQUIREMENTS. CUSTOMER'S USE OF THE SERVICES IS AT CUSTOMER'S OWN RISK. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; THESE EXCLUSIONS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.
18. Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, ANTICIPATED SAVINGS, BUSINESS INTERRUPTION, OR LOSS, CORRUPTION, OR INACCURACY OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
EXCEPT FOR (A) AMOUNTS OWED BY CUSTOMER UNDER SECTION 6, (B) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (C) EITHER PARTY'S BREACH OF SECTION 11 (CONFIDENTIALITY), AND (D) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW (INCLUDING LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY NEGLIGENCE, FRAUD, OR FRAUDULENT MISREPRESENTATION), EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO AMERICAN AUTONOMY, INC. IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CERTAIN LIABILITIES; THESE LIMITS APPLY ONLY TO THE EXTENT PERMITTED BY LAW.
19. Customer Indemnification
To the fullest extent permitted by law, you will defend, indemnify, and hold harmless American Autonomy, Inc., its Affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, loss, damage, liability, cost, or expense (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Data, including any allegation that Customer Data infringes or violates a third-party right or applicable law; (b) your or your Authorized Users' violation of these Terms or the Acceptable Use Policy; (c) your operation of UAVs or other equipment in connection with the Services; or (d) your gross negligence or willful misconduct. We will give you prompt notice of the claim, allow you to control the defense (provided that any settlement that admits fault or imposes obligations on us requires our prior written consent), and provide reasonable cooperation at your expense.
20. Export Controls, Sanctions, and Government Use
The Services and any technical data are subject to U.S. export control laws and regulations and may be subject to other applicable trade laws. You will not, and will not permit anyone to, export, re-export, transfer, or use the Services in violation of those laws. You represent that you are not located in, under the control of, or a national or resident of any country subject to comprehensive U.S. trade sanctions, and that you are not on any U.S. government list of restricted parties.
If you are a U.S. federal government end user, the Services and Documentation are "commercial computer software" and "commercial computer software documentation" under FAR 12.212 and DFARS 227.7202, and are licensed with only those rights provided in these Terms.
21. Notices and Electronic Communications
By creating an account, you consent to receive notices, agreements, disclosures, and other communications from us electronically, including by email to the address associated with your account, by in-product messaging, and by posting to our website. You may opt out of marketing communications at any time using the unsubscribe link in those communications, but you cannot opt out of operational notices about your account or the Services.
Legal notices to American Autonomy, Inc. must be sent to legal@american-autonomy.com with a copy by certified or overnight mail to American Autonomy, Inc., Attn: Legal, 300 East Main St., Suite 300, Solon, IA 52333. Legal notices to Customer will be sent to the contact information associated with your account. Notices are effective when received.
22. Governing Law; Dispute Resolution; Arbitration; Class Waiver
22.1 Governing Law
These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
22.2 Informal Resolution
Before initiating any formal dispute resolution proceeding, the parties will attempt in good faith to resolve any dispute by sending a written notice to the other describing the nature and basis of the claim and the desired resolution. If the dispute is not resolved within thirty (30) days, either party may proceed under Section 22.3.
22.3 Binding Arbitration
Except as set forth in Section 22.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Services will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules (or, for individuals using the Services for personal purposes, the AAA Consumer Arbitration Rules). The arbitration will be conducted in English, in Wilmington, Delaware (or remotely, where the AAA rules permit). Judgment on the award may be entered in any court of competent jurisdiction. The Federal Arbitration Act governs the interpretation and enforcement of this Section.
22.4 Class Action Waiver
EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION AGAINST THE OTHER. Disputes must be brought only in the parties' individual capacities and not as a plaintiff or class member in any class or representative proceeding. If this class waiver is held unenforceable, the remainder of Section 22 will be unenforceable, and the dispute will be resolved in court under Section 22.6.
22.5 Exceptions
Either party may bring an action in a court of competent jurisdiction to seek injunctive or other equitable relief to protect its intellectual property or Confidential Information, and either party may bring an individual action in small-claims court for claims that qualify.
22.6 Court Venue
If arbitration is not available for any reason, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wilmington, Delaware, and waive any objection to that jurisdiction or venue.
22.7 Consumer Rights
If you are a "consumer" under applicable law (including in the EU, UK, or any U.S. state where consumer-protection rules limit pre-dispute arbitration agreements or class waivers), nothing in this Section 22 limits any rights you have that cannot be waived under that law, and you may bring claims in your local courts where required.
23. Force Majeure
Neither party will be liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, internet or telecommunications failures, denial-of-service attacks, government action, or epidemics. The affected party will use commercially reasonable efforts to mitigate the effect of the event.
24. Assignment
You may not assign these Terms or any rights or obligations under them without our prior written consent, except to an Affiliate or a successor in interest in connection with a merger, acquisition, or sale of all or substantially all of your assets, provided the successor is not a competitor of American Autonomy, Inc. and assumes all of your obligations. We may assign these Terms freely. Any prohibited assignment is void.
25. Miscellaneous
25.1 Entire Agreement
These Terms, together with the Privacy Policy, the DPA (where applicable), and any Order Form, constitute the entire agreement between the parties regarding the Services and supersede all prior or contemporaneous agreements, communications, and proposals on that subject. Any pre-printed terms on a purchase order or other ordering document submitted by Customer are of no force or effect.
25.2 Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving the parties' intent.
25.3 No Waiver
No failure or delay in exercising any right under these Terms operates as a waiver, and no waiver is effective unless in a writing signed by an authorized representative of the waiving party.
25.4 Independent Contractors
The parties are independent contractors. These Terms do not create any agency, partnership, joint venture, or employment relationship.
25.5 Subcontractors and Sub-processors
We may engage Affiliates and Sub-processors to perform the Services. We remain responsible for their performance under these Terms. The list of Sub-processors and our Sub-processor change-notification process are described in the DPA and at american-autonomy.com/legal/subprocessors.
25.6 Limitation Period
Except as prohibited by applicable law, any claim arising out of or relating to these Terms must be filed within one (1) year after the cause of action accrued; otherwise the claim is permanently barred.
25.7 Headings; Interpretation
Section headings are for convenience only and do not affect interpretation. "Including" means "including without limitation."
26. Contact Us
American Autonomy, Inc.
300 East Main St., Suite 300
Solon, IA 52333
General: support@american-autonomy.com
Privacy: privacy@american-autonomy.com
Security: security@american-autonomy.com
Legal: legal@american-autonomy.com
