Last Updated: July 28, 2020
Copterus Development Team (“Copterus”, “we”, “us”, or “our”) offers a drone and airspace management suite that includes web-based and mobile applications (“Apps”), tools, products and services for drone operations, fleet, and airspace management, including any related websites and support (collectively, “Copterus Service”). The Copterus Service allows authorized users to store, share and process drone flight data, safety, and compliance documentation, and other related information. The Copterus Service is made available through our Apps to authorized users who register for and use the Copterus Service in accordance with these “Terms”.
1. Copterus Service
a. By registering for or using any part of the Copterus Service, you (the “User”) represent and warrant the following:
You are of legal age in the applicable jurisdiction and are otherwise capable of forming a legally binding contract;
All information you submit to us or in connection with the Copterus Service is accurate and complete and that you will maintain and promptly update any profile information supplied to us to ensure accuracy at all times; and
You agree to be contacted by us via email, SMS and text messaging (including push notifications if enabled), regarding the Copterus Service. Standard messaging rates apply.
c. Subject to your compliance with these Terms and timely payment of the applicable fees, if any, we hereby grant you a non-exclusive, non-transferable, revocable right to access and use the Copterus Service and to use any user guides and documentation provided by Copterus (“Documentation”) in connection with your use of the Copterus Service, all consistent with the lawful and safe use of the Copterus Service in the manner contemplated by the applicable Documentation.
d. If we reasonably believe that you have breached these Terms or are in any way mishandling a password, or your account has been accessed without permission, then we may, at our sole discretion, suspend your use of the Copterus Service, in addition to any other rights or remedies provided under these Terms or applicable law. You, including each Authorized User, are responsible for keeping your password secret and secure and must take any necessary actions to maintain the confidentiality of and to prevent the unauthorized use of each password. You are responsible for the use of your account, regardless of whether authorized.
e. We may issue updated versions of the Copterus Service from time to time and may automatically update the version of the App that you are using. You agree, upon request by us at any time, to use the most up-to-date version of the Copterus Service, including any mobile App. You consent to such automatic updating on your mobile device and agree that these Terms will apply to any such updates. We will not be liable for any loss of data or other issues that arise from any such updates. Carrier data charges or other costs and fees may apply to your use of the mobile App.
2. Use of the Copterus Service
a. You shall not use the Copterus Service or Documentation for any purposes beyond the scope of the access and use granted in these Terms. You shall not directly or indirectly, and shall not permit any User to:
(i) copy, modify, or creative derivative works of the App, any other portion of the Copterus Service or Documentation, in whole or in part;
(ii) rent, lease, loan, resell, sublicense, assign, transfer, distribute or otherwise make available the Copterus Service or Documentation to any other party;
(iii) reverse engineer, disassemble, decompile or otherwise attempt to derive or gain access to any software component of the Copterus Service;
(iv) use, display, mirror or frame the Copterus Service or any individual element within the Copterus Service, Copterus’s name, any Copterus trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Copterus’s express written consent;
(v) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Copterus Service, features that prevent or restrict use or copying of any materials or content accessible through the Copterus Service, or features that enforce limitations on use of the Copterus Service;
(vi) use any device, software, or routine to interfere with the proper working of the Copterus Service;
(vii) access, tamper with, or use non-public areas of the Copterus Service, Copterus’s computer systems, or the technical delivery systems of Copterus’s providers;
(viii) attempt to probe, scan or test the vulnerability of any Copterus system or network or breach any security or authentication measures;
(ix) submit User Content or other information that contain viruses, Trojan horses, worms, or any other forms of malware;
(x) remove any proprietary notices (including copyright notices) from the Copterus Service or Documentation;
(xi) use the Copterus Service or Documentation in any manner or for any purpose, or submit User Content or other information, that infringes, misappropriates, or otherwise violates any right of any person, or that violates any applicable law; or
(xii) encourage or enable any other individual to do any of the foregoing.
b. We reserve all rights not expressly granted to you in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants, by implication, waiver, estoppel, or otherwise, to you or any third party any intellectual property rights or other rights, title, or interest in or to the Copterus Service or Documentation.
c. We reserve the right with or without notice to you at any time to change, modify or discontinue the Copterus Service or any portion or attribute thereof, or the offering of any information or other product or service offered by Copterus. We shall have no liability to you or any third party should we modify or discontinue the Copterus Service or any portion thereof.
d. We offer support for the Copterus Service for our customers who have completed the registration process and paid the applicable fees, if any. We reserve the right to change the support policy and to discontinue support for any aspect of the Copterus Service, at any time and without prior notification to you. However, we will post such changes on the relevant support page.
e. Additional Terms for our iOS App available in the App Store ("iOS App"). You acknowledge and agree that these Terms are solely between you and us, not with Apple, and we, not Apple, are solely responsible for the iOS App and any included content or materials. You may only use the iOS App on an Apple-branded mobile device that you own or control and as permitted by the "Usage Rules" set forth in the App Store Terms of Service. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the iOS App. In the event of any failure of the iOS App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price for the iOS App to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the iOS App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be solely governed by these Terms and any law applicable to us as provider of the iOS App. You acknowledge that Apple is not responsible for addressing any claims from you or any third party relating to the iOS App or your possession and/or use of the iOS App, including, but not limited to:
(i) product liability claims;
(ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and
(iii) claims arising under consumer protection or similar legislation; and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
You acknowledge that, in the event of any third party claim that the iOS App or your possession and use of that iOS App infringes that third party’s intellectual property rights, we, not Apple, will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms. You and we acknowledge and agree that Apple, and Apple’s subsidiaries, are third party beneficiaries of these Terms as they relate to your use of the iOS App, and that, upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms as it relates to your use of the iOS App against you as a third party beneficiary of these Terms.
f. As a part of the Copterus Service, we may offer links to web sites and/or integrate our Copterus Service with those operated by various third parties and are not responsible or liable for any acts or omissions created or performed by these third parties or the integration with them. We provide such links and integration for your convenience and reference only. We do not operate or control in any way any information, software, products or services available on such web sites, applications or services. Our inclusion of a link to or integration with a third party does not imply any endorsement of the services or the site, its contents, or its sponsoring organization. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party services. Copterus will have no liability for any claims, losses or damages arising out of or in connection with your use of any third-party products, services, software or web sites that are accessed via links provided as part of the Copterus Service.
3. User Content
a. You retain ownership of any intellectual property rights that you hold in any files, materials, information, data, text, or other user-uploaded content not required for flight safety, and Flight Safety Compliance Data (as defined below) (“User Content”) that you post, upload, or transmit to or through the Copterus Service.
b. When you upload, submit, store, send or receive User Content to or through the Copterus Service, you grant us permission to access your account and profile as we deem necessary in connection with providing the Copterus Service, and a non-exclusive, transferable, worldwide, royalty-free license, with the right to sublicense, to use, host, store, reproduce, display, modify and create derivative works (such as reports and similar features or services provided in the Copterus Service) of your User Content. We reserve the right to verify, audit, backup, edit, copy, or transmit User Content as required by these Terms, any law or regulations, or as necessary to provide and improve the Copterus Service.
d. Given the nature of the Copterus Service and the volume of information submitted, we cannot and do not monitor all User Content posted or transmitted by you and materials or information submitted by third-party information providers via the Copterus Service, including, without limitation, any materials posted via the Copterus Service ("Third Party Materials"). You expressly agree that we will not be liable for User Content or Third Party Materials. We reserve the right, but are not obligated, to remove User Content or other information from the Copterus Service for any reason, including information or content that we believe violates these Terms. We are not obligated to monitor access to or use of the Copterus Service or to review or edit any content. However, we have the right to do so for the purpose of operating the Copterus Service, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including User Content, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Copterus Service. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.
e. You may decide to use the Copterus Service as a digital log for flight safety information, including, but not limited to, unmanned aerial vehicle (“UAV”) flight plan data, UAV flight log data, UAV flight metadata, operator insurance information, regulatory clearance including your pilot license, and any other data or information uploaded to the Copterus Service that relates to flight safety compliance (“Flight Safety Compliance Data”). You represent and warrant that all Flight Safety Compliance Data you enter, delete, edit, modify or otherwise maintain are true and correct. You will maintain appropriate security measures and practices to protect your Flight Safety Compliance Data from unauthorized access. In addition to the disclaimers and limitations set forth below, in no event shall we be liable for any damages or other liabilities arising out of or relating to the deletion of, correction of, destruction of, damage to, loss of or failure to store any Flight Safety Compliance Data. Without limitation of any other limits and disclaimers in these Terms, use of the Copterus Service for official record-keeping of your Flight Safety Compliance Data is entirely at your own risk.
f. We may be required to manage, process, and otherwise treat your Flight Safety Compliance Data in a different manner than other User Content in accordance with applicable law, rules, and regulations. Notwithstanding anything to the contrary in these Terms, you consent to any such different treatment of Flight Safety Compliance Data.
4. Fees and Payments
a. You agree to pay us the applicable fees or the fees set forth on an order form for access to and use of the Copterus Service by our preferred payment method. Whether you make a one-time payment of fees or purchase a subscription (each, a "Transaction"), you expressly authorize us (or our third-party payment processor) to charge you for such Transaction. All payments for Transactions are non-refundable and non-transferable unless expressly provided in these Terms. All fees and applicable taxes, if any, are payable in United States dollars.
b. If you purchase a subscription ("Subscription"), you will be charged the applicable monthly or annual subscription fee, plus any applicable taxes, and other charges (“Subscription Fee”), at the beginning of your subscription and each month or year thereafter, at the then-current Subscription Fee. BY PURCHASING A SUBSCRIPTION, YOU AUTHORIZE COPTERUS TO INITIATE RECURRING NON-REFUNDABLE PAYMENTS AS SET FORTH BELOW. If you purchase a Subscription, we (or our third-party payment processor) will automatically charge you monthly or each year on the anniversary of the commencement of your Subscription, using the payment information you have provided until you cancel your Subscription. No less than fourteen (14) days before your monthly Subscription term ends or thirty (30) days and no more than sixty (60) days before your yearly Subscription term ends, or otherwise in accordance with applicable law, Copterus will send you a reminder with the then-current Subscription Fee. By agreeing to these Terms and electing to purchase a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Copterus. Your Subscription continues until cancelled by you or we terminate your access to or use of the Copterus Service or Subscription in accordance with these Terms.
5. Representations and Warranties
You represent and warrant that:
(a) you have all necessary authority, rights and permissions to submit the User Content and grant the licenses described in these Terms;
(b) your registration information and any User Content is accurate, current and complete;
(c) any User Content and your use of the Copterus Service will not infringe or misappropriate any copyright, trademark, trade secret, patent, or other intellectual property right of any third party or violate any other rights of third party, including, without limitation, any rights of privacy or publicity or any contractual rights;
(d) any User Content and your use of the Copterus Service will not violate any applicable law or regulation or cause injury to any person;
(e) your use of the Copterus Service will not violate any agreements between you and a third party.
You agree to indemnify, defend and hold harmless Copterus, and its officers, directors, employees, agents, and contractors from and against any and all claims, costs, demands, damages, liabilities, or expenses, including, without limitation, reasonable attorneys’ fees, arising from or related to:
(a) the User Content you provide or submit via the Copterus Service,
(b) your use of the Copterus Service,
(c) your breach of these Terms, or
(d) any actual, prospective, completed or terminated service between you and a third party.
7. Warranty Disclaimers; Limitation of Liability
a. Disclaimer of warranties. Your use of our website, the Copterus Service, and Documentation is at your own risk. our website, the Copterus Service, Documentation and the information associated with it are provided on an “as is” and “as available” basis. We disclaim any warranty of any kind, whether express or implied, as to any matter whatsoever relating to the Copterus Service, Documentation and any information provided hereunder, including without limitation the implied warranties of merchantability, fitness for a particular purpose, title, and non infringement. Some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
b. Limitation of liability. In no event shall we, or our suppliers, partners and affiliates, be liable for lost profits or any special, incidental, indirect, or consequential damages arising out of or in connection with this agreement, the Copterus Service, or with the delay or inability to use the Copterus Service, or for any information and services obtained through us, or otherwise, whether resulting in whole or in part, from breach of contract, tortious conduct, negligence, strict liability or otherwise, even if we had been advised of the possibility of such damages occurring. Our liability, and our suppliers, partners and affiliates, to you or any third parties, in any circumstance and for any cause of action, shall not exceed the total of the amounts paid for use of the Copterus Service during the twelve (12) month period preceding the event giving rise to a claim, or the total sum of $100.00, whichever is greater. Some jurisdictions do not allow the limitation of liability, so the foregoing limitation may not always apply.
8. Term, Cancellation, Suspension, and Termination
a. These Terms will continue in effect as long as you continue to use the Copterus Service, or you have a valid and active subscription or for the duration set forth on an order form ("Subscription Term"), unless otherwise terminated in accordance with these Terms.
b. You may cancel your subscription to the Copterus Service by providing thirty (30) business days prior written notice to us before your upcoming billing cycle renews by email, stating your request for cancellation. Your subscription will continue until the end of the then-current billing cycle before terminating.
c. We may, in our sole discretion and without any prior notice, suspend or terminate your access to all or part of the Copterus Service for any reason, including your breach of these Terms, specific terms on an applicable order form, or a violation of the rights of another user, a third party or any law. We will not be liable to you or any third party for any termination that may affect your use or loss of use of the Copterus Service, Documentation, User Content or related materials, information or services.
d. Upon cancellation of your subscription or termination of these Terms by Copterus, your right to access and use the Copterus Service and any Documentation or related materials will immediately terminate, you must immediately cease all use of the Copterus Service and Documentation, and you must immediately delete any cached materials or information (excluding User Content) related to the Copterus Service and Documentation from your systems and devices. We shall not be obligated to store any User Content, data or files for more than thirty (30) days after the termination of your access to the Copterus Service.
e. Survival. The provisions of Sections 2.a., 2.b., 4.a., 5, 6, 7, 8, 10, and 11 will survive termination of these Terms.
9. DMCA/Copyright Policy.
Copterus respects copyright law and expects its users to do the same. It is Copterus’s policy to terminate in appropriate circumstances account holders who repeatedly infringe or are believed to be repeatedly infringing the rights of copyright holders.
10. Governing Law and Dispute Resolution
a. These Terms and any action related thereto will be governed by the laws of Russian Federation, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in this Section 9 the exclusive jurisdiction for all Disputes (defined below) that you and Copterus are not required to arbitrate will be the city and federal courts located in Moscow (Russian Federation), and you and Copterus each waive any objection to jurisdiction and venue in such courts.
b. Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Copterus Service (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and Copterus agree that the Russian Federation’s laws govern the interpretation and enforcement of these Terms, and that you and Copterus are each waiving the right to a trial by jury or to participate in a class action. This arbitration provision shall survive termination of these Terms.
c. Exceptions. As limited exceptions to Section 9(b) above: (i) we both may seek to resolve a Dispute in small claims court if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.
d. Any arbitration hearings will take place in the county (or parish) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement.
e. Arbitration Costs. If we prevail in arbitration we’ll pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorney's’ fees and expenses to the extent provided under applicable law.
f. Injunctive and Declaratory Relief. Except as provided in Section 9(c) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. To the extent that you or we prevail on a claim and seek public injunctive relief (that is, injunctive relief that has the primary purpose and effect of prohibiting unlawful acts that threaten future injury to the public), the entitlement to and extent of such relief must be litigated in a civil court of competent jurisdiction and not in arbitration. The parties agree that litigation of any issues of public injunctive relief shall be stayed pending the outcome of the merits of any individual claims in arbitration.
g. Class Action Waiver. You and Copterus agree that each may bring claims against the other only in your or its individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Further, if the parties’ dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.
11. Waiver and Severability
a. No waiver by Copterus of any term or condition set forth in these Terms will be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition. Any failure of Copterus to assert a right or provision under these Terms does not constitute a waiver of such right or provision.
b. With the exception of any of the provisions in Section 9(g) of these Terms, if any provision of these Terms is determined by an arbitrator, court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reach, such provision will be eliminated or limited to the minimum extent such that the remaining provisions of the Terms will continue in full force and effect.
We may assign these Terms, in whole or in part, at any time with or without notice to you. You may not assign, delegate or otherwise transfer these Terms, or assign, transfer or sublicense any rights in the Copterus Service; any attempted transfer or assignment in violation of this provision will be null and void.
13. Complete Agreement
We reserve the right, at our sole discretion, to modify or replace these Terms at any time. You are responsible for reviewing these Terms on a regular basis. If a revision is material (as determined at our sole discretion), we will provide a notice at least thirty (30) days prior to any new terms taking effect. Any changes that are made to these Terms will not apply retroactively and will not apply to disputes or events occurring before the change is published. By continuing to use the Copterus Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Copterus Service.
15. Notices and Contact Information
a. We may send you communications about the Copterus Service or as required by law to you via email at the email address you provide to us during registration for the Copterus Service (or as updated by you) or via another method of communication (i.e., customer service chat, etc.). You may unsubscribe from any further communication, except for service-related or transactional communications, from us at any time by delivering a written notice to our email address. You are responsible for ensuring the delivery of the notice to us. You may also unsubscribe from communication by clicking the Email Preferences link or the opt-out link in any of our emails.
b. If you wish to update the contact information (including mailing address or email address) to which communications are sent, you may do so by providing the new contact information, in writing, to us at our contact information listed below, and by updating the profile on your Copterus Service account. We are not responsible for any errors or delays in notices to you due to incorrect contact information provided by you or a technical problem beyond our reasonable control.
c. Notices emailed to you will be deemed given and received when the email is sent. Notices mailed by registered or certified mail will be conclusively deemed to have been received by the addressee on the fifth business day following the mailing or sending thereof.