THIS SUBSCRIPTION AGREEMENT GOVERNS SUBSCRIBER'S ACQUISITION AND USE OF AIRMATRIX SERVICES. CAPITALIZED TERMS HAVE THE DEFINITIONS SET FORTH HEREIN.
IF SUBSCRIBER REGISTERS FOR A FREE TRIAL OF AIRMATRIX SERVICES OR FOR FREE SERVICES, THE APPLICABLE PROVISIONS OF THIS AGREEMENT WILL ALSO GOVERN THAT FREE TRIAL OR THOSE FREE SERVICES.
BY ACCEPTING THIS AGREEMENT, BY (1) CLICKING A BOX INDICATING ACCEPTANCE, (2) EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT, OR (3) USING FREE SERVICES, SUBSCRIBER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT IS ACCEPTING ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, SUCH INDIVIDUAL REPRESENTS THAT THEY HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERM "SUBSCRIBER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT HAVE SUCH AUTHORITY, OR DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, SUCH INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES.
For the purposes of this Agreement, in addition to the capitalized terms defined elsewhere in this Agreement, the following terms shall have the following meanings:
"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity.
"Control", for purposes of this Agreement, means direct or indirect ownership or control of more than fifty percent (50%) of the voting interests of the subject entity;
"Business Day" means any day, other than Saturday, Sunday or any statutory or civic holiday observed in the Province of Ontario, Canada;
"Documentation" means any and all written or electronic documentation, including user manuals and/or reference materials that AirMatrix makes available to Subscriber, as may be updated by AirMatrix from time to time;
"FAA" means the Federal Aviation Administration;
"Fee(s)" means the monthly fees (as specified in the Order Form) payable by Subscriber to AirMatrix for the right to receive access to the Service;
"Initial Term" means such period as specified in the initial Order Form or, if not so specified, a period of one year from the date of execution of the first Order Form;
"LAANC" means the Low Altitude Authorization and Notification Capability developed by the FAA;
"LAANC Data" means the information entered into the Platform by Subscriber that AirMatrix either sends to the FAA or receives from the FAA, for the purpose of processing or managing LAANC authorizations for Subscriber. LAANC Data includes: (a) Personally Identifiable Information (PII) data that is collected, handled, shared, or stored, for the purpose of processing or managing LAANC authorizations (e.g., the operator's first name, last name, phone number, and email address); and (b) All non-PII data collected, handled, shared, or stored, for the purpose of processing and managing LAANC authorizations (e.g., start date, time, and duration of the operation; maximum altitude; geometry airspace class(es); submission reference code; safety justification for non-auto-authorized operation; and aircraft registration number used to obtain an authorization from the FAA).
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs;
"Mobile Device" means a mobile device such as a smartphone or tablet which operates on iOS or Android operating system;
"Order Form" means an ordering document or online order specifying the Services to be provided hereunder that is entered into between Subscriber and AIRMATRIX, including any addenda and supplements thereto.
"Platform" means AirMatrix's cloud-based platform as more fully described in the Documentation;
"Service" means the subscription to the Platform as set out in the Order;
"Subscriber Data" means all electronic data or information submitted by Subscriber and/or its Users to the Service, or otherwise collected from Subscriber's use of the Service;
"Term" means the Initial Term and all subsequent Renewal Terms;
"Third Party UAS Technology" means UAS Technology provided by third parties, including without limitation third party hardware and third party software;
"UAS" means unmanned aerial systems; and
"User" means (i) an employee, contractor or agent of Subscriber who is authorized by Subscriber to use the Service who has been supplied a user account and password by Subscriber (or by AirMatrix at Subscriber's request) for the Service as the case may be.
2.1. Provision of Service
Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement and the limitations set out in the Order Form, on the execution of an Order Form AirMatrix shall make the Service available to Subscriber during the Term for the purpose of allowing Subscriber and the number of Users specified in the Order Form to use the Service in the internal operation of Subscriber's business, Subscriber shall not use the Service for any purposes other than the internal operation of Subscriber's business.
2.2. User Accounts
User's shall be required to register for accounts with the Service in order to be able to use the Platform. User accounts are for use by Subscriber's employees, contractors and agents only, and cannot be shared or used by more than one person. User accounts may be reassigned to new employees, contractors or agents replacing former employees, contractors or agents who are no longer accessing the Service. SUBSCRIBER IS SOLELY RESPONSIBLE FOR REGISTERING AND ADMINISTERING USERS FOR ITS ACCOUNT, AND IS SOLELY RESPONSIBLE FOR ALL ACTS AND OMISSIONS OF ITS USERS.
2.3. Subscriber Affiliates
Subscriber and Subscriber Affiliates may use the Service subject to the terms and conditions of this Agreement. Subscriber shall cause each Subscriber Affiliate to comply with the terms and conditions of this Agreement to the full extent as if such Affiliate were a party hereto, and any act or omission relating to this Agreement by such Subscriber Affiliate shall be deemed an act or omission of Subscriber.
2.4. Reservation of Rights
The rights and licenses granted under this Agreement are only as expressly set forth herein. No other license or right is or will be deemed to be granted, whether by implication, estoppel, inference or otherwise, by or as a result of this Agreement or any conduct of either party under this Agreement.
2.5. Beta Services
AirMatrix may make the Services available to Subscriber on a "Beta Test" basis, where expressly provided in the applicable Order Form ("Beta Services"). Use of Beta Services is subject to the terms and conditions of this Agreement and this section. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, THE FREE SERVICES ARE PROVIDED "AS-IS" WITHOUT ANY WARRANTY OR REPRESENTATION AND AIRMATRIX SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE BETA SERVICES.
3.1. AirMatrix Responsibilities
Conditioned on the provisions in this Section 2 and the other terms and conditions of this Agreement and the limitations set out in the Order Form, on the execution of an Order Form AirMatrix shall make the Service available to Subscriber during the Term for the purpose of allowing Subscriber and the number of Users specified in the Order Form to use the Service in the internal operation of Subscriber's business, Subscriber shall not use the Service for any purposes other than the internal operation of Subscriber's business.
3.2. Subscriber Responsibilities
Subscriber is responsible for all activities that occur in User accounts and for its employees', contractors', Subscribers' and agents' compliance with this Agreement. Subscriber shall: (i) have sole responsibility for its operation of UAS; (ii) have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Subscriber Data; (iii) comply with all applicable local, provincial, state, federal and foreign laws in using the Service and its operation of any UAS.
3.3. Subscriber Affiliates
Subscriber shall not: (i) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit or make the Service available to any third party; (ii) use the Service to send or store Malicious Code; (iii) interfere with or disrupt the integrity or performance of the Service; (iv) attempt to gain unauthorized access to the Service or its related systems or networks; or (v) use the service in violation of any laws.
4.1. Compatible Third Party UAS Technology
The Services are designed to interface solely with those Third Party Technologies as are listed in the Documentation from time to time. Changes to Third Party UAS Technology made after the date of the Documentation may affect the interaction of the Service with such Third Party UAS Technology.
4.2. Operation of UAS
Users are solely responsible for assessing the suitability of the environment in which any UAS is to be operated, taking into account all risk and environmental factors. USERS SHOULD AT ALL TIMES MONITOR AND BE IN CONTROL OF ANY UAS IN ORDER TO ADDRESS ANY RISK THAT MAY ARISE DUE TO ENVIRONMENTAL ISSUES, THE UAS OR ANY EXTERNAL FACTOR.
4.3. Liability for use of UAS
Without limitation any other provision of this Agreement, AirMatrix assumes no responsibility for any loss, damage, injury or death due to the misuse of the Services or caused by any UAS which the Services are used in connection with. Subscriber assumes all liability for damages to property and persons arising from any UAS which is used in connection with the Service.
4.4. Disclaimer
AIRMATRIX DOES NOT GUARANTEE ERROR-FREE BEHAVIOR FROM USE OF THE SERVICES. AIRMATRIX IS NOT RESPONSIBLE FOR ANY CLAIM DUE TO MISUSE, CRASHES, DAMAGE, INCORRECT SETUP/CONFIGURATION, OR OTHER NEGLIGENT BEHAVIOR. AIRMATRIX EXPRESSLY DISCLAIMS ANY AND ALL RESPONSIBILITY FOR ANY FUNCTIONALITY THAT IS DEPENDENT ON THE LAANC.
5.1. Compatible Third Party UAS Technology
In consideration for the receipt of the Service purchased by Subscriber, Subscriber shall pay AirMatrix the Fees as specified in the Order Form. All amounts are payable in the currency specified in the applicable Order Form.
5.2. Operation of UAS
Fees for the Service will be invoiced on a monthly or annual basis in advance, as specified in the applicable Order Form. Unless otherwise stated in an invoice, charges are due net thirty (30) days from the invoice date.
5.3. Liability for use of UAS
Any payment not received from Subscriber by the due date may accrue, at AirMatrix's discretion, late charges at the rate of 1.5% of the outstanding balance per month (19.57% per annum), or the maximum rate permitted by law, whichever is lower.
6.1. Reservation of Rights
Subject to the limited rights expressly granted hereunder, AirMatrix reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to Subscriber hereunder other than as expressly set forth herein.
6.2. Subscriber Data
As between AirMatrix and Subscriber, Subscriber exclusively owns all rights, title and interest in and to all Subscriber Data, other than the LAANC Data. Subscriber expressly acknowledges and agrees that the FAA will hold a non-exclusive right to all LAANC Data.
7.1. Definition of Confidential Information
"Confidential Information" means all confidential and proprietary information of a party disclosed to the other party that is marked as confidential at the time of disclosure or which if disclosed orally is identified as confidential at the time of disclosure.
7.2 Confidentiality
The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission.
8.1 Service Warranties
AirMatrix warrants that (i) the Service will perform materially in accordance with the Documentation; and (ii) the Service will not contain or transmit to Subscriber any Malicious Code.
8.2 Disclaimer
EXCEPT AS EXPRESSLY PROVIDED HEREIN, AIRMATRIX MAKES NO REPRESENTATIONS AND PROVIDES NO WARRANTIES OR CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS, INCLUDING ANY REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY, TITLE, NON-INFRINGEMENT, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.1 Indemnification by AirMatrix
AirMatrix shall defend Subscriber against any third party claim alleging that the Service infringes any patent, trademark, trade secret, copyright or any other intellectual property rights of such third party and shall indemnify Subscriber from any losses awarded against Subscriber by a court of competent jurisdiction.
9.2 Indemnification by Subscriber
Subscriber shall defend AirMatrix against any third party claim arising from or relating to (i) any claim brought by subscriber in any way related to the LAANC or any authorizations granted or denied thereunder; (ii) any breach by Subscriber of any applicable laws or regulations; or (iii) the Subscriber Data.
10.1 Limitation of Liability
EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, CLAIMS FOR NON-PAYMENT OR DEATH OR BODILY INJURY, IN NO EVENT SHALL THE MAXIMUM CUMULATIVE LIABILITY OF EITHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, EXCEED, IN THE AGGREGATE, THE TOTAL AMOUNT PAYABLE BY SUBSCRIBER TO AIRMATRIX UNDER THE AGREEMENT DURING THE PRECEDING TWELVE- (12-) MONTH PERIOD.
10.2 Exclusion of Consequential and Related Damages
EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, ANY BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS, ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, OR DEATH OR BODILY INJURY, NEITHER PARTY SHALL BE LIABLE TO ANY OTHER ENTITY OR PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES.
11.1 Limitation of Liability
This Agreement shall commence as of the Effective Date set forth in the Order Form and shall continue for the Initial Term. Subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice at least 30 days before the end of the relevant subscription term.
11.2 Exclusion of Consequential and Related Damages
A party may terminate this Agreement for cause: (i) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
12.1 Relationship of the Parties
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
12.2 Governing Law
This Agreement shall be governed by the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. The application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement is expressly excluded.
12.3 Venue; Waiver of Jury Trial
The provincial and federal courts located in Ontario, Canada, shall have exclusive jurisdiction to adjudicate any dispute arising out of or relating to this Agreement. Each party hereby consents to the exclusive jurisdiction of such courts and waives any right to jury trial.
12.4 Entire Agreement
This Agreement, including the Order, constitutes the entire agreement between the parties, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
Last updated: 10/24/2025
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