Terms of Service
Last updated: 7 April 2021
These terms of service (“Terms”) are entered into by the Aerobotics® party relevant to your jurisdiction (listed below) (“Aerobotics”, “we, us”) and the entity or person agreeing to these terms by accessing this website and making use of our Service (defined below) (“you”). These Terms govern your access to and use of, this website, the Aeroview platform, the Aeroview Infield mobile application and any products offered by us through these channels (collectively, the “Service”). These Terms are effective from the date you or your Authorized Users enter into this website, create an account with us and/or use, license, purchase and/or trial (even if for no charge) the Service or any part thereof (“Effective Date”).
An “Authorized User” is each an individual natural person, whether an employee, business partner, contractor, or agent who is authorized, registered or permitted by you to use or access your accounts for the Service. References to “you” and “your” in these Terms are inclusive of Authorised Users.
Your use of our Service will be provided pursuant to a separate, executed (whether manually or electronically) agreement between us. These Terms form part of that agreement, upon your use of the Service or any part of the Service.
We reserve the right to change these Terms and/or our Service from time to time. You acknowledge and agree that it is your responsibility to review these Terms periodically to learn of any changes. Your continued access or use of the Services after any changes made constitutes your consent to be bound by the modified Terms. We may also add or remove functionality or features, and we may suspend or stop a particular product or feature altogether. We also reserve the right to charge and/or change fees for any aspect of the Service at any time. If you do not agree to these Terms or any changes we make to them, you may stop using the Service.
Aerobotics is a data analytics company that uses aerial imagery, satellite imagery, and our own proprietary machine learning algorithms to provide data outputs for optimal crop performance.
Development stage/ Beta Features. Aerobotics (to the extent available under relevant laws and written agreements with user customers) will have no liability under these Terms (including any indemnification obligations) arising out of or related to your use of products or features which are marked by us as a “Beta” product or stated by us to be in the research and development phase. Any use of these products/features is voluntary and will be solely at your own risk and may be subject to additional requirements as specified by Aerobotics. Aerobotics is not obligated to provide support for these products/features and may cease providing these as part of the Service at our discretion. You may not disclose any non-public information shared with you about these products/ features including their existence.
You may be asked to create an online account and provide us with certain information & passwords to use the Service (“Online Account”). Any information or materials that we receive during communications with you or your Authorized Users as part of support services will be considered Feedback for the purposes of the "Feedback" section below.
To create an account, you must be at least 18 years old and you must provide truthful and accurate information about yourself and your business. If the information you provide for your Online Account changes at any time, please make sure to update your account as soon as possible to reflect those changes. We assume the information you provide us with is accurate and up to date.
In some cases, an account may be assigned to you by an administrator or your authorized representative such as your employer or professional advisor. If you are using or logging into an account assigned to you by this type of party, additional terms may apply to your use of the Service. Moreover, this party may be able to access or disable your account without our involvement.
You may not share your Online Account with anyone else save for Authorized Users. Please keep your password and log-in information confidential, and try not to use it on other websites. If you believe that your account has been compromised at any time, please notify us and your system administrator.
One of the benefits of the Service is that it allows you to invite farming consultants, agronomists and other professionals (“Consultants”) who advise you, to our online platform, and you can allow them to access your online account and thus your data, for the purposes of collaborating with you and sharing their knowledge to improve your farming practices. If you elect to invite your Consultants to use the online tools provided by our Service, (either by inviting them as a new user to the Service to view your account or by sending electronic messages via the tools included in the Service if they are an existing user), you agree that we may disclose your Customer Data and reports to such Consultant. You may send Consultants communications using our Service and may also choose to send your Customer Data and any reports generated by our Service to your Consultants using our Service or directly. In all cases, you will remain responsible for your Consultants, for their use of your Customer Data and any related information and for their other acts and omissions. In addition, Consultants will be bound by these Terms when accessing your account, the Service and our online platform, specifically in respect to confidentiality, privacy and feedback. Aerobotics is not a party in your relationship with a Consultant. You agree to accept all responsibility and to be bound by any and all activities and transactions that occur under your online accounts and use of the Service, whether or not authorized by you. Any correspondence with a Consultant and any purchase or promotion which may be made between you and your Consultants as well any other term, condition, warranty or representation associated therewith, is strictly between you and the applicable Consultant only.
Our customers and partners sometimes provide suggestions, comments, bug reports, requests for design changes, feature requests and other feedback relating to the Service (“Feedback”). While we welcome Feedback we cannot guarantee that we will fulfill any request. You may be requested to provide Feedback or comments relating to use of the Service or be asked to complete questionnaires or similar documents. If you agree to fulfill these voluntary requests, then all the information and materials, reports, or similar documents you provide, will be deemed Feedback for purposes of these Terms. You agree that we will have, and you hereby assign to us, all right, title and interest in and to the Feedback, without any additional consideration, and we will have the right to use, in any manner and for any purpose, any Feedback and materials provided by you or your employees or consultants or Authorized Users to us. We will be the sole and exclusive owner of all improvements, updates, modifications and enhancements made to the Service, whether or not conceived or made in the course of or as a result of Feedback received from you, and of all the intellectual property rights therein.
Depending on the type of Service you use, you may request the collection of aerial imagery data by an unmanned aerial vehicle (“UAV”) or “drone” which is uploaded to our web-based platform for processing and analysis by our own proprietary machine learning algorithms. We offer the service of arranging and scheduling those drone flights with a third-party drone operator (“Pilot”). Data collected from drone flights is made available to you through use of the Service, along with relevant satellite data that we use to provide the Service as well. You acknowledge that while you are able to request drone flights to be arranged for you through our Service, this does not establish Aerobotics as a provider of drone flights or Pilot services.
In the event that you instruct us to schedule a drone flight on your behalf, you acknowledge that we will be required to share personally identifiable information, including contact information and address, with the relevant Pilot. We will only share information to the extent strictly necessary for us to arrange this service for you and provide our own Service to you.
Drone pilots are third-party, independent contractors and not employees, partners, agents, joint ventures, or franchisees of Aerobotics. You hereby acknowledge that Aerobotics does not supervise, direct, control or monitor a Drone pilot’s service and expressly disclaims any responsibility or liability for the service a Drone pilot provides. Aerobotics does not make any representation or warranty with respect to the services provided by any Drone pilot, regardless of whether or not a Drone pilot is designated by Aerobotics as “certified,” “approved” or “recommended.” You further acknowledge that the ability to obtain drone flights through Aerobotics does not establish Aerobotics as a provider of drone flight or data collection services. Aerobotics has no control over the quality or safety of the drone service that is provided by a Drone pilot, even if we are paid a fee to locate a Drone pilot and schedule one or more drone flights for you.
Data Ownership and Licenses
You will own the data that you input or upload using our Service and which is collected from any drone flights requested to be arranged on your behalf (collectively, the “Customer Data”). Satellite data that we use is owned by third-party providers and will be provided to you on a non-exclusive basis for your use solely in connection with the Service.
In order to enable us to provide the Service to you, you hereby grant us a worldwide, irrevocable, perpetual, free of charge right and license (with the right to sublicense) to access, store, host, modify, analyze, process, transmit and otherwise use the Customer Data as required in order for us to provide the Service.
The more data our models can analyze, the better they get. Accordingly, you agree that we may access, store, host, modify, analyze, process, transmit and otherwise use aggregated, anonymized data generated from or based on your Customer Data and/or your use of the Service in order to improve the Service (and the algorithms that are used in the Service) and for commercial and other business purposes.
You are solely responsible for your Customer Data and the consequences of posting or uploading your Customer Data to the Service, including your use of the Service that results in a violation of any individual’s or organization’s privacy rights. You agree that we have no obligation to retain Customer Data and that your Customer Data may be locked or irretrievably deleted within a reasonable time period, if your account is in arrears despite demand; or you terminate any agreement for the Services signed with us; or you stop using the Service.
Ownership of the Service
We retain all right, title and interest in (a) the Service and the visual interfaces, graphics, design, software and systems used to provide the Service; (b) all improvements, updates, modifications and enhancements to the Service and such visual interfaces, graphics, design, software and systems; and (c) all patents, copyrights and other intellectual property rights in the items listed in clauses (a) and (b) above, (other than the use rights to the Service we grant to you. These Terms do not constitute a sale and do not convey to you any rights of ownership in or related to the Service or any part thereof. Aerobotics’ name, logo and the product names associated with the Service are trademarks of Aerobotics, and no right or license is granted to use them. Aerobotics may update the functionality, user interface, software and user documentation, training and educational information of, and relating to the Service from time to time in our sole discretion as part of our ongoing mission to improve the Service and our customers’ use of the Service. Any rights not expressly granted herein are reserved by Aerobotics and our licensors.
You agree to use the Service only for the ordinary course of your business. You may not access the Service for purposes of monitoring its availability, performance or functionality or for any other benchmarking or competitive purposes. You agree not to (a) license, sublicense, sell, resell, rent, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or any part thereof; (b) reproduce, modify or make derivative works based upon the Service or the audio and visual information, documents, software, graphics, products, and services contained or made available to you in the course of using the Service; or (c) reverse engineer or access the Service in order to (i) build a competitive product or service, (ii) build a product using similar ideas, features, functions or graphics of the Service, or (iii) copy any ideas, features, functions or graphics of the Service. You agree not to access the Service by any means other than through the interfaces, applications and platforms that are provided by Aerobotics.
Compliance with Law
You agree to comply with all applicable laws and regulations in connection with your use of the Service. Without limitation of the foregoing, if you have elected to collect your own drone data, then you are solely responsible for ensuring that you comply with all applicable legal requirements relating to drone or unmanned aerial vehicle overflights of land and you will, at your sole cost and expense, obtain and maintain any necessary licenses, permits and authorizations required for your use of drone flights, collection of data by drone flights and uploading of your Customer Data to the Service.
In connection with these Terms, we may disclose or make available Confidential Information to you. You agree to keep confidential all Confidential Information of Aerobotics; (ii) not to use or disclose such Confidential Information except to the extent necessary to perform your obligations or exercise rights under these Terms; (iii) to protect the confidentiality of Aerobotics’ Confidential Information in the same manner as you protect the confidentiality of similar information and data of your own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information) and to make Confidential Information available to authorized persons only on a “need to know” basis. Notwithstanding the foregoing, this section will not prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority.
The term “Confidential Information” means: (i) Aerobotics’ proprietary technology, intellectual property and business information: (ii) the Service; (iii) analysis results, reports and analysis incorporated into custom reports or relating to the Service; (iv) suggestions, proposals, ideas, recommendations, or other feedback received from you; (v) all passwords, logins and account information for the Service; and (vi) any product roadmaps, business plans, technical data, specifications, testing methods, research and development activities that are made available to you during the term of these Terms; and (vii) any data, information or materials related to the Service that was provided or made available to you prior to you agreeing to these Terms.
Notwithstanding the foregoing, Confidential Information shall not include information which: (i) is known publicly; (ii) is generally known in the industry before disclosure; (iii) has become known publicly, without fault; or (iv) information you become aware of from a third party not bound by non-disclosure obligations to Aerobotics and with the lawful right to disclose such information to you.
Warranties & Disclaimers
We provide the Service using a commercially reasonable level of care and we endeavor to make sure your use of the Service is satisfactory. However, OTHER THAN AS EXPRESSLY SET OUT IN THESE TERMS, AEROBOTICS, INCLUDING OUR OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, SUCCESSORS AND PERMITTED ASSIGNS AND SERVICE PROVIDERS (COLLECTIVELY, “AEROBOTICS PARTIES”) DO NOT REPRESENT THAT: (I) YOUR USE OF THE SERVICE AND/OR THE SERVICE ITSELF WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE; OR (II) THE SERVICE WILL MEET YOUR AND/OR YOUR BUSINESS’S REQUIREMENTS; OR (III) ALL ERRORS WILL BE CORRECTED; OR (IV) THE SYSTEM THAT MAKES THE SERVICE AVAILABLE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THERE ARE NO WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS. THE SERVICE IS PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. YOU ASSUME ALL RESPONSIBILITY FOR DETERMINING WHETHER THE SERVICE AND THE INFORMATION OR REPORTS GENERATED BY USE OF THE SERVICE ARE ACCURATE OR SUFFICIENT FOR YOUR PURPOSES.
You agree to indemnify, hold harmless, and defend Aerobotics and our officers, directors, employees, affiliates, successors and permitted assigns (collectively, “Aerobotics Parties”) against any and all losses and damages incurred by an Aerobotics Party which arise out of or relate to any claim or cause of action brought or asserted by third party: (a) relating to your breach or non-fulfillment of your obligations in these Terms, your use of the Service or the use of the Service by any person using your user name and/ or password; (b) alleging your negligent or more culpable acts or omissions; (c) alleging that the Customer Data, its collection by a Pilot or its use by us to provide the Service, infringes the rights of, or has caused harm to, a third party; (d) the entry, sufficiency, adequacy, accuracy, or timeliness of the Service content or Customer Data which forms the basis for making any business decisions, selecting products for use on crops, reporting, purchasing of products for use on crops; or (e) relating to any failure by you to comply with any applicable laws or regulations.
Limitations of Liability
You agree that the fees which Aerobotics charges for the Service do not include consideration for assumption by Aerobotics of the risk of your incidental or consequential damages or any losses associated with personal injury or death. You understand and agree that Aerobotics does not provide crop insurance and is not an insurer of your property or the personal safety of persons in or around your property. You understand and agree that (i) the Service may not provide completely accurate information which suits your business purposes and (ii) it is difficult to determine what portion, if any, of any loss, injury or death would be proximately caused by a breach by us of these Terms, by any failure or inaccuracy of the Service, or by the negligence of Aerobotics or any other Aerobotics Party.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AEROBOTICS OR ANY OTHER AEROBOTICS PARTY BE LIABLE TO YOU OR ANYONE ELSE FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR LOSS OF REVENUE OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, COVER, SPECIAL, RELIANCE OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED, WHETHER FROM BREACH OF WARRANTY, BREACH OR REPUDIATION OF CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION FROM OR IN CONNECTION WITH THESE TERMS (AND WHETHER OR NOT AEROBOTICS OR ANOTHER AEROBOTICS PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES).
YOU AGREE THAT THE LIABILITY OF AEROBOTICS AND THE AEROBOTICS PARTIES TO YOU FOR ALL HARM, DAMAGES, INJURY OR LOSS SHALL BE LIMITED TO THE GREATER OF (I) ONE THOUSAND UNITED STATES DOLLARS (USD 1000), OR (II) THE SERVICE FEE THAT WE RECEIVED FOR YOUR USE OF THE SERVICE IN THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY, AND THIS SHALL BE YOUR ONLY REMEDY REGARDLESS OF WHAT LEGAL THEORY IS USED TO DETERMINE THAT WE OR THE AEROBOTICS PARTIES WERE LIABLE FOR THE HARM, DAMAGES, INJURY OR LOSS. YOU FURTHER AGREE THAT THE LIMITATION OF LIABILITY IN THIS SECTION SHALL APPLY (A) EVEN IF IT IS DETERMINED THAT WE OR AN AEROBOTICS PARTY CAUSED THE HARM, DAMAGES, INJURY OR LOSS TO YOU OR SOMEONE IN OR AROUND YOUR PREMISES; AND (B) TO ALL HARM, DAMAGES, INJURY OR LOSS INCURRED INCLUDING ACTUAL, DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PROPERTY DAMAGE AND LOSSES DUE TO BUSINESS INTERRUPTION, LOSS OF PROFITS, LOSS OF DATA, PERSONAL INJURY OR DEATH. MULTIPLE CLAIMS SHALL NOT INCREASE THESE LIMITS.
YOU AGREE THAT THE RESULT OF THE LIMITATIONS ON LIABILITY IN THESE TERMS MAY PREVENT YOU FROM RECOVERING LOSSES OR DAMAGES IN CONNECTION WITH OTHERWISE VALID CLAIMS. YOU FURTHER AGREE THAT THE LIMITATIONS ON LIABILITY IN THIS SECTION REPRESENT A FAIR ALLOCATION OF RISK BETWEEN YOU AND US, AND THAT WE WOULD NOT BE ENTERING INTO THESE TERMS WITHOUT THESE LIMITATIONS OF LIABILITY.
Waiver of Rights
Notwithstanding any provision of these Terms, if your jurisdiction has provisions specific to waiver or liability that conflict with limitations on liability set out in these Terms, then Aerobotics’ liability is limited to the lowest extent possible by law.
The following applies to California residents: CALIFORNIA CIVIL CODE SECTION 1542 states that “a general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” CALIFORNIA RESIDENTS, BY USING THE SERVICE, HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE.
BY USING THE SERVICE, YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE. IN NO EVENT SHALL AEROBOTICS’ TOTAL LIABILITY TO YOU FOR ANY AND ALL DAMAGES EXCEED THE AMOUNT OF ONE THOUSAND DOLLARS (US $1000.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Governing Law & Contracting Parties
(a) Subject to section (b), these Terms will be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations will prevail and govern. You agree to submit to the exclusive and personal jurisdiction of the courts in Los Angeles, California in relation to any dispute (contractual or non-contractual) concerning these Terms.
(b) If you are based in the Common Monetary Area (South Africa, Namibia, Lesotho and Eswatini), these Terms will be governed by the laws of the Republic of South Africa and you agree to submit to the exclusive jurisdiction of the courts located in Cape Town, Western Cape, South Africa in relation to any dispute (contractual or non-contractual) concerning these Terms.
Interpretation. As used in these Terms, the words “include” and “including” shall be deemed to be followed by the phrase “without limitation.” References to “Aerobotics”, “we”, “us” will be deemed to include our affiliates or permitted successors/ assigns. In case of any conflict between the English version and any translated version of these Terms, the English version shall govern.
Survival. The termination of these Terms shall not serve to eliminate any potential liability, obligations or limitations arising out of conduct prior to the actual date of termination.
Severability. If any provision of these Terms is determined to be void or unenforceable in whole or in part, it shall not be deemed to affect or impair the invalidity of any other provision, each of which is hereby declared to be separate and distinct. If any provision of these Terms is so broad as to be unenforceable, such provision shall be interpreted to be only so broad as is enforceable. If any provision of these Terms is declared invalid or unenforceable, the offending provision will be modified so as to maintain the essential benefits of the bargain between the parties to the maximum extent possible, consistent with law and public policy.
Force Majeure. Aerobotics will not be liable for any failure or delay in the availability of the Service or any other performance of its obligations under these Terms or any service agreement or order form on account of acts which are not in Aerobotics’ control, such as strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, global pandemics or any other cause that is beyond Aerobotics’ reasonable control, including any failure of internet services provided by any third party.
Assignment. These Terms may not be assigned by you without our prior written consent and may be assigned by us without your consent to any of our affiliates or any person or entity that acquires all or substantially all of Aerobotics’ assets.
Nature. These Terms shall be binding upon the respective permitted successors, trustees and assigns of you and Aerobotics. These Terms do not create a partnership, joint venture, employment or other similar relationship between you and Aerobotics and shall not be construed as giving any person or entity, other than you or us and our successors and permitted assigns, any right, remedy or claim under or in respect of these Terms. These Terms, including any executed Order Forms, Service Agreements, Statements of Work, Addendums, constitute the entire agreement between you and Aerobotics and governs your use of the Service.
For any questions or additional information regarding these Terms, please send an email to firstname.lastname@example.org