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Terms of Service
Last updated: June 22, 2026
Introduction
These Terms of Service ("Terms") are a legally binding agreement between you, whether personally or on behalf of an entity ("Customer," "you," or "your"), and Aeroplicity Inc., doing business as Aeroplicity ("Aeroplicity," "we," "us," or "our"), governing your access to and use of Aeroplicity's websites, cloud-based software-as-a-service platform, applications, secure workspaces, software, documentation, support services, application programming interfaces, connectors, automation tools, and related products and services, including any successor or affiliated services we make available from time to time, collectively, the "Services."
Aeroplicity is a cloud-based SaaS platform for aerospace, defense, government, and regulated-industry organizations to manage secure collaboration, compliance workflows, documentation, operational records, supplier and procurement activities, and related business processes.
By accessing or using the Services, creating an account, starting a free trial, inviting users, selecting a plan, providing payment information, clicking to accept these Terms, or otherwise indicating acceptance, you agree to be bound by these Terms.
If you are accepting these Terms on behalf of an organization, you represent that you have authority to bind that organization. In that case, "Customer," "you," and "your" refer to that organization.
If you do not agree to these Terms, you may not access or use the Services.
Definitions
For purposes of these Terms:
"Account" means the account created for Customer or a User to access the Services.
"Administrator" means a User authorized by Customer to administer Customer's Account, invite or remove Users, configure settings, manage billing, or otherwise control Customer's use of the Services.
"API" means any application programming interface, webhook, endpoint, connector, agent, integration interface, automation interface, software development kit, command line tool, or related technical feature made available by Aeroplicity.
"API Credentials" means API keys, tokens, secrets, certificates, passwords, authentication credentials, or other access credentials used to access APIs or integrations.
"Authorization Boundary" means the Aeroplicity environment, systems, infrastructure, controls, operations, supporting services, and related elements included in Aeroplicity's applicable FedRAMP authorization package or approved FedRAMP materials.
"Authorized User" or "User" means an employee, contractor, representative, or other individual authorized by Customer to access the Services under Customer's Account.
"Billing Cycle" means the recurring interval, if any, used to calculate and charge fees for paid access, usage, Users, add-ons, or other paid features. A Billing Cycle does not create a minimum commitment or fixed service period unless expressly stated in an Order or other written agreement with Aeroplicity.
"Customer Data" means data, files, records, technical information, communications, messages, documents, drawings, images, metadata, logs, configurations, and other content submitted to, stored in, transmitted through, or processed by the Services by or on behalf of Customer or its Users.
"Customer-Designated Foreign-Person Restricted Data" has the meaning given in Aeroplicity's NOFORN Support Policy.
"Documentation" means user guides, help materials, technical documentation, security materials, compliance templates, control mappings, policies, procedures, training materials, API documentation, and other materials made available by Aeroplicity.
"NOFORN-Controlled Customer Data" has the meaning given in Aeroplicity's NOFORN Support Policy.
"Order" means an order form, invoice, checkout confirmation, statement of work, online purchase, subscription confirmation, or other ordering document accepted by Aeroplicity.
"Plan" means the package of features, usage limits, Users, support level, pricing, billing cadence, or other settings selected by Customer or otherwise made available by Aeroplicity through the Services, pricing page, checkout flow, account settings, billing interface, or Order.
"Platform" means Aeroplicity's authenticated SaaS application environment.
"Regulated Defense Data" means CUI, FCI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled technical data, export-controlled technology, export-controlled software, defense articles, defense services, Government data, Government-related data, government contract information, or other information subject to defense, aerospace, government, cybersecurity, export-control, sanctions, foreign-person access, dissemination-control, or similar safeguarding requirements.
"Services" means the Site, Platform, software, applications, secure workspaces, APIs, connectors, automation tools, Documentation, support, and related services made available by Aeroplicity.
"Site" means Aeroplicity's public websites, including aeroplicity.com.
Eligibility and Authority
The Services are intended for business and organizational use by users who are at least eighteen (18) years old. Persons under 18 are not permitted to use or register for the Services.
If you use the Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to these Terms. If you do not have such authority, you may not use the Services on behalf of that entity.
SaaS Access Rights
Subject to these Terms, Aeroplicity grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Services while Customer is permitted to use the Services and complies with these Terms.
Customer may permit Authorized Users to access and use the Services solely for Customer's internal business purposes and for authorized collaboration with Customer's Users, suppliers, contractors, customers, auditors, assessors, partners, and other counterparties through the Services.
Customer is responsible for all activity under its Account and for its Users' compliance with these Terms.
No rights are granted except as expressly stated in these Terms. Aeroplicity reserves all rights not expressly granted.
Accounts, Users, and Administrators
Customer is responsible for maintaining accurate Account, billing, and User information.
Customer and its Users must keep login credentials confidential and may not share credentials except as expressly permitted by Aeroplicity.
Customer is responsible for selecting its Administrators and for all actions taken by Administrators, including inviting Users, removing Users, assigning permissions, configuring access, selecting or changing Plans, modifying billing information, and managing Customer Data.
Customer must promptly notify Aeroplicity of any unauthorized access to or use of an Account, credential, API Credential, or the Services.
Aeroplicity may suspend or terminate access to any Account or User if Aeroplicity reasonably believes that the Account or User has violated these Terms, created a security risk, or used the Services in a manner that may harm Aeroplicity, another customer, the Services, or any third party.
Free Trials
Aeroplicity may make a free trial available for new organizations or Accounts unless Aeroplicity states otherwise through the Services.
During a free trial, Customer may access the Services subject to these Terms and any usage limits, feature limitations, or trial restrictions communicated by Aeroplicity.
Aeroplicity may modify, extend, shorten, suspend, or terminate a free trial at any time in its discretion.
Customer will not be charged for a free trial unless Customer provides payment information and authorizes paid access through the Services. If Customer selects a paid Plan before or during a free trial, Aeroplicity may begin charging applicable fees and taxes when the trial ends unless Customer cancels paid access before the trial ends.
Free trials are provided "as is" and "as available." Aeroplicity may limit support, integrations, APIs, data retention, or other features during a free trial.
Customer must not upload Regulated Defense Data, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, classified information, export-controlled technical data, export-controlled technology, credentials, secrets, or other sensitive regulated information to a free trial unless Aeroplicity expressly identifies the trial environment as appropriate for that data type.
Fees, Plans, and Payment
Customer will pay all fees described in the Services, pricing page, checkout flow, payment page, account settings, billing interface, invoice, Order, or other Aeroplicity-provided billing communication.
Unless otherwise stated by Aeroplicity or required by law, fees are in U.S. dollars and are non-refundable.
Fees may be based on the number of Users, selected Plan, usage, add-ons, one-time purchases, documentation packages, support tier, paid features, or other factors described by Aeroplicity.
Aeroplicity may charge fees automatically using the payment method Customer provides, including credit card, bank account, or other supported payment method. Customer authorizes Aeroplicity and its payment processors to charge recurring fees, usage-based fees, prorated fees for added Users or features, one-time charges, applicable taxes, and other amounts due for Customer's use of paid features.
For User-based paid Plans, fees may be charged automatically based on the number of Users during the applicable Billing Cycle. If Customer adds Users during a Billing Cycle, Aeroplicity may charge prorated fees for those Users.
Customer is responsible for maintaining current, complete, and accurate billing information.
If payment fails, Aeroplicity may retry the payment method, request updated payment information, suspend access to paid features, downgrade Customer's Plan, or terminate access.
A Billing Cycle is used for billing administration only and does not create a fixed service period, minimum commitment, or obligation to continue paid access after cancellation unless expressly stated in an Order or other written agreement with Aeroplicity.
Aeroplicity may change pricing at any time, but pricing changes will not apply retroactively. Pricing changes will apply prospectively to future Billing Cycles, future purchases, future usage, or future paid access after notice or posting, unless Aeroplicity states otherwise.
Taxes, duties, levies, and similar governmental assessments are Customer's responsibility, excluding taxes based on Aeroplicity's income.
Cancellation and Non-Refundability
Customer may cancel paid access in accordance with the cancellation process made available by Aeroplicity or by contacting Aeroplicity support.
Unless otherwise stated by Aeroplicity or required by law, all purchases are non-refundable.
Cancellation will stop future charges for paid access, but Customer may continue to have access to paid features through the end of the then-current Billing Cycle unless access is suspended or terminated under these Terms.
Aeroplicity may terminate, suspend, or downgrade unpaid, expired, delinquent, or inactive Accounts.
Order of Precedence and Incorporated Policies
If Customer and Aeroplicity have a separately executed agreement, Order, statement of work, data processing addendum, government addendum, security addendum, documentation license agreement, or other written agreement signed or accepted by Aeroplicity that expressly conflicts with these Terms, that agreement controls only for the subject matter of the conflict.
Aeroplicity policies, service level terms, security documentation, Trust Center materials, customer responsibility materials, support materials, and Documentation are incorporated only to the extent expressly referenced, applicable to Customer's Plan or approved use case, and expressly stated to apply. Such materials apply only for their stated subject matter and do not create additional warranties, guarantees, certifications, authorizations, service levels, compliance outcomes, data-handling commitments, security obligations, or support obligations beyond their express terms.
The following Aeroplicity policies may apply depending on Customer's use of the Services:
Privacy Policy
Cookie Policy
Service Level Agreement
DFARS 252.204-7012 Policy
DFARS 252.239-7010 Policy
NOFORN Support Policy
Documentation License Agreement
Responsible AI Policy
Vulnerability Disclosure Policy
If a linked policy, Documentation page, Trust Center material, support communication, marketing page, or other customer-facing material conflicts with these Terms, these Terms control unless the conflicting material is expressly identified as controlling for that subject matter or is part of a separately accepted Order, addendum, or written agreement with Aeroplicity.
FedRAMP Status and Authorization Boundary
Aeroplicity is listed on the FedRAMP Marketplace as FedRAMP Certified, Class C (Moderate), under Package ID FR2615451803, as reflected on the FedRAMP Marketplace.
Aeroplicity's FedRAMP status applies only to the services, systems, controls, configurations, data flows, and operating environment included within Aeroplicity's applicable Authorization Boundary and approved FedRAMP materials.
Aeroplicity's FedRAMP status does not certify, authorize, approve, validate, or guarantee any Customer's systems, devices, personnel, configurations, workflows, contracts, compliance posture, CMMC Status, SPRS score, agency authorization, audit result, or use of the Services.
Customer systems, Customer devices, Customer networks, Customer facilities, Customer personnel, third-party services not operated by Aeroplicity, Customer-controlled environments, exported data, customer-managed integrations, and Customer's use of the Services remain outside Aeroplicity's Authorization Boundary unless expressly included in Aeroplicity's applicable FedRAMP authorization materials.
Customer is responsible for verifying Aeroplicity's then-current FedRAMP status, authorization scope, service boundary, deployment model, customer responsibilities, and applicable limitations through Aeroplicity's then-current FedRAMP Marketplace listing, Trust Center materials, customer responsibility materials, or other approved channels before relying on the Services for any regulated, federal, defense, or government-contract use case.
No statement in these Terms, the Services, Documentation, security materials, Trust Center materials, or marketing materials should be interpreted as an agency authorization, Authority to Operate, Contracting Officer approval, Authorizing Official approval, FedRAMP reuse determination, CMMC certification, SPRS submission, export-control authorization, classified-system authorization, foreign-disclosure approval, or government acceptance of Customer's systems or use of the Services.
Aeroplicity may update its Authorization Boundary, controls, documentation, security practices, and service architecture from time to time in accordance with applicable FedRAMP requirements.
Compliance and Shared Responsibility
Aeroplicity provides tools, infrastructure, documentation, workflows, and security controls designed to support Customer's compliance efforts.
Customer remains responsible for determining and satisfying the legal, regulatory, contractual, cybersecurity, export-control, data-classification, dissemination-control, personnel, facility, endpoint, policy, assessment, and certification obligations applicable to Customer, Customer Data, and Customer's use of the Services.
Customer is responsible for:
determining whether particular data may be uploaded to or processed through the Services;
identifying, marking, classifying, and controlling Customer Data;
determining whether Customer Data is subject to CUI, FCI, CDI, NOFORN, NF, ITAR, EAR, OFAC sanctions, DFARS, FAR, NIST SP 800-171, CMMC, agency-specific dissemination controls, contract-specific safeguarding requirements, nationality-based access restrictions, foreign-person access restrictions, or similar requirements;
selecting appropriate Users, permissions, configurations, and access controls;
securing Customer-controlled devices, networks, credentials, API Credentials, integrations, and environments;
training Users and enforcing Customer's own policies and procedures;
complying with contractual flow-downs and government contract requirements;
meeting incident-reporting, notification, preservation, export-control, dissemination-control, and government-submission obligations applicable to Customer;
maintaining required records, approvals, authorizations, licenses, registrations, attestations, affirmations, markings, classification decisions, dissemination-control decisions, export-control determinations, and authorization evidence;
maintaining any required CMMC Status, CMMC UID, SPRS entry, affirmation of continuous compliance, POA&M, assessment scope, evidence package, or control implementation; and
confirming that Customer's actual use of the Services aligns with Customer's compliance assumptions and obligations.
Aeroplicity does not provide legal, regulatory, export-control, audit, certification, or compliance advice.
Customer should consult qualified counsel, compliance professionals, auditors, assessors, export-control advisors, foreign-disclosure officials, or other professionals regarding Customer's obligations.
Customer may not rely on marketing materials, website descriptions, sales communications, product descriptions, roadmap statements, security summaries, compliance summaries, AI summaries, or generalized Documentation as a substitute for reviewing the applicable Order, these Terms, approved Documentation, customer responsibility materials, Trust Center materials, and written commitments expressly accepted by Aeroplicity. Any estimates, examples, roadmap items, summaries, or generalized descriptions are provided for informational purposes and do not create binding commitments unless expressly included in an Order or written agreement accepted by Aeroplicity.
CUI, FCI, CDI, NOFORN, Export-Controlled Data, and Regulated Information
The Services may be used by eligible customers to support workflows involving Controlled Unclassified Information ("CUI"), Federal Contract Information ("FCI"), Covered Defense Information ("CDI"), NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled technical data, export-controlled technology, export-controlled software, defense articles, defense services, Government data, Government-related data, and other regulated information, subject to Customer's Plan, configuration, eligibility, approved environment, and applicable Documentation.
CUI, FCI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled information, classified information, Government data, Government-related data, and other regulated information are related but distinct categories. A marking, designation, contract requirement, export-control status, dissemination control, or customer instruction applicable to one category does not necessarily determine the requirements applicable to another category.
Customer is solely responsible for determining whether particular Customer Data is CUI, FCI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled, classified, sensitive, proprietary, personal, Government data, Government-related data, or otherwise regulated.
Customer is responsible for determining whether Customer Data is subject to NOFORN, NF, CUI Specified, CUI Basic, CDI, FCI, controlled technical information, ITAR, EAR, classified information, Government data, Government-related data, agency-specific dissemination controls, Department of Defense requirements, Department of the Navy requirements, Navy requirements, Marine Corps requirements, contract-specific safeguarding requirements, nationality-based access restrictions, foreign-person access restrictions, or other handling restrictions.
Customer must not upload classified national security information to the Services unless Aeroplicity expressly authorizes that use through a dedicated environment, product feature, applicable Documentation, Order, or other written agreement accepted by Aeroplicity.
Customer must not use the Services in a manner that violates applicable law, regulation, sanctions, export controls, government contract requirements, contractual flow-downs, dissemination-control restrictions, foreign-person access restrictions, or these Terms.
Customer must not submit NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, CUI, CDI, FCI, ITAR-controlled technical data, EAR-controlled technology, export-controlled software, classified information, Government data, Government-related data, credentials, secrets, or other regulated information to public website forms, ordinary email, unsupported support channels, free trials, beta or preview features, Third-Party Services, AI Features, APIs, connectors, integrations, payment notes, or similar channels unless Aeroplicity expressly identifies the applicable environment, feature, channel, or configuration as appropriate for that data type.
Aeroplicity does not independently determine whether Customer Data is NOFORN, NF, CUI, CDI, FCI, ITAR-controlled, EAR-controlled, classified, Government data, Government-related data, personal information, confidential information, or otherwise regulated unless expressly stated in an applicable written agreement or approved customer-facing documentation.
Aeroplicity does not independently apply, validate, approve, downgrade, remove, decontrol, or override NOFORN markings, CUI markings, export-control markings, distribution statements, or other dissemination controls unless expressly stated in an applicable written agreement or approved customer-facing documentation.
Customer should review Aeroplicity's NOFORN Support Policy for additional information regarding Aeroplicity's standard support posture for NOFORN-Controlled Customer Data.
Defense Contracting, DFARS, and CMMC Support
The Services may support defense, aerospace, and government contracting workflows, including workflows involving CUI, FCI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, NIST SP 800-171, DFARS 252.204-7012, DFARS 252.204-7020, DFARS 252.204-7021, DFARS 252.239-7010, CMMC, SPRS, POA&Ms, audit evidence, and related requirements.
Aeroplicity does not determine whether Customer is a prime contractor, subcontractor, supplier, external service provider, cloud service provider, or other regulated party for any particular requirement.
Customer is responsible for determining whether DFARS, FAR, CMMC, NIST SP 800-171, DoD, agency-specific, prime-contractor, subcontractor, export-control, dissemination-control, foreign-person access, or other requirements apply to Customer, Customer Data, Customer systems, Customer personnel, Customer suppliers, and Customer's use of the Services.
Customer must use only the environments, features, configurations, APIs, support channels, and integrations that Aeroplicity identifies as appropriate for the applicable data type.
Customer must not submit Regulated Defense Data, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, classified information, export-controlled technical data, credentials, secrets, API keys, security tokens, or other sensitive regulated information to public website forms, ordinary email support, free trials, beta or preview features, Third-Party Services, AI Features, APIs, connectors, integrations, payment notes, or unsupported support channels unless Aeroplicity identifies the relevant environment, feature, support channel, or integration as appropriate for that data type.
Where Customer uses the Platform to store, process, or transmit CDI, CUI, or other Regulated Defense Data that Customer believes is subject to DFARS 252.204-7012, Customer remains responsible for determining reportability, submitting any required cyber incident reports to DoD or other required recipients, notifying any prime contractor or government customer, obtaining and maintaining any required certificates or portal access, preserving Customer-controlled system images and monitoring data, and satisfying contractual flow-down obligations.
Where Customer uses the Platform for Customer Data that Customer identifies as NOFORN-Controlled Customer Data or Customer-Designated Foreign-Person Restricted Data, Customer remains responsible for determining whether such data is properly marked, designated, authorized for use with the Services, subject to foreign-person or nationality-based restrictions, subject to export-control restrictions, subject to agency-specific dissemination controls, or subject to other contractual or government requirements. Aeroplicity's standard support posture for NOFORN-Controlled Customer Data is described in Aeroplicity's NOFORN Support Policy.
Aeroplicity will provide commercially reasonable cooperation to support Customer's applicable DFARS 252.204-7012, DFARS 252.239-7010, contractual, and similar incident-response and reporting obligations for confirmed or reasonably suspected security incidents affecting Customer Data within Aeroplicity's Authorization Boundary, as further described in Aeroplicity's applicable DFARS policies.
Aeroplicity does not submit cyber incident reports on Customer's behalf unless Aeroplicity expressly states otherwise through the Services, applicable Documentation, an applicable DFARS policy, or a separate written agreement.
Aeroplicity does not guarantee that Customer will meet any 72-hour reporting deadline, evidence-preservation requirement, DoD damage-assessment request, DIBCAC assessment requirement, SPRS requirement, or other government or prime-contractor requirement.
Customer is responsible for any required CMMC Status, CMMC UID, assessment level, assessment scope, SPRS entry, annual affirmation of continuous compliance, POA&M, flow-down, evidence package, C3PAO assessment, DIBCAC assessment, Level 1 Self assessment, Level 2 Self assessment, Level 2 C3PAO assessment, Level 3 DIBCAC assessment, Conditional CMMC Status, Final CMMC Status, or remediation activity applicable to Customer.
Aeroplicity may provide templates, control mappings, shared responsibility materials, evidence, or security documentation to support Customer's compliance efforts.
These materials do not certify Customer's environment, establish Customer's CMMC Status, create Customer's SPRS entry, satisfy Customer's annual affirmation obligations, or guarantee any audit, assessment, certification, authorization, award, or eligibility outcome.
Customer should review Aeroplicity's DFARS 252.204-7012 Policy for additional information regarding Aeroplicity's standard support posture for DFARS 252.204-7012.
DFARS 252.239-7010 Cloud Computing Services
Where Customer uses the Services in connection with a DoD contract, subcontract, flowdown, or other requirement that includes or requires compliance with DFARS 252.239-7010, Aeroplicity will support applicable cloud computing services requirements only within Aeroplicity's Authorization Boundary, approved configurations, applicable Documentation, customer responsibility materials, and legal terms.
Customer is responsible for determining whether DFARS 252.239-7010 applies to Customer's contract or use case, obtaining any required Contracting Officer, Authorizing Official, agency, prime contractor, or other approvals, identifying and marking applicable Government data or Government-related data, and ensuring that Customer-controlled systems, users, integrations, exports, devices, downstream environments, and subcontractors satisfy applicable requirements.
These public Terms do not, by themselves, authorize any use, disclosure, transfer, location, or processing of Government data that is not permitted by the applicable contract, task order, delivery order, Customer instruction, binding government direction, applicable law, or written agreement accepted by Aeroplicity.
Where Customer uses the Services in connection with Government data, Government-related data, CUI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, or other regulated information subject to foreign-person, nationality-based, export-control, agency-specific, contract-specific, or dissemination-control restrictions, Customer remains responsible for determining and satisfying those requirements. Aeroplicity's standard support posture for NOFORN-Controlled Customer Data is described in Aeroplicity's NOFORN Support Policy.
Customer should review Aeroplicity's DFARS 252.239-7010 Policy for additional information regarding Aeroplicity's standard support posture for DFARS 252.239-7010.
Export Controls, Sanctions, and Foreign-Person Restrictions
Customer is responsible for complying with all applicable export-control, sanctions, and trade-compliance laws, including the International Traffic in Arms Regulations ("ITAR"), Export Administration Regulations ("EAR"), Office of Foreign Assets Control ("OFAC") sanctions, and related requirements.
Customer will not use the Services to export, re-export, transfer, disclose, release, provide access to, disseminate, or otherwise make available technical data, technology, software, defense articles, defense services, services, items, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, or other controlled or restricted information except as authorized by applicable law, contract, government direction, applicable markings, or other binding requirement.
For ITAR purposes, export-controlled technical data may include information required for the design, development, production, manufacture, assembly, operation, repair, testing, maintenance, or modification of defense articles.
For EAR purposes, export-controlled technology may include information necessary for the development, production, use, operation, installation, maintenance, repair, overhaul, or refurbishing of an item, including information provided in tangible or intangible form.
Customer is responsible for determining export classifications, authorization requirements, license requirements, license exceptions, exemptions, destination restrictions, end-use restrictions, end-user restrictions, nationality-based access restrictions, foreign-person access restrictions, deemed export and deemed re-export requirements, dissemination-control requirements, and restrictions applicable to Customer Data, Users, support requests, integrations, and Customer's use of the Services.
Customer must not invite Users, enable integrations, request support, disclose Customer Data, export Customer Data, download Customer Data, or configure the Services in a way that would cause an unauthorized export, re-export, transfer, release, deemed export, deemed re-export, sanctions violation, trade-control violation, unauthorized dissemination, or unauthorized foreign-person disclosure.
Customer is responsible for determining and managing nationality-based access restrictions, foreign-person access restrictions, deemed export and deemed re-export risks, support-channel limitations, integration risks, and Customer-controlled access permissions applicable to export-controlled Customer Data, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, and other controlled or restricted information.
Customer represents that neither Customer nor any User is located in, organized under the laws of, ordinarily resident in, or acting on behalf of a country, region, person, or entity subject to applicable sanctions or trade restrictions that would prohibit use of the Services.
Unless Aeroplicity expressly identifies a service, support channel, environment, or feature as suitable for ITAR-controlled information, EAR-controlled information, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, or other controlled or restricted information, Customer must not submit such information to that service, support channel, environment, or feature.
Documentation Packages, Templates, and Compliance Materials
Aeroplicity may provide documentation packages, templates, policies, procedures, training materials, reports, control mappings, system security plan materials, shared responsibility materials, audit-support materials, CMMC-support materials, or similar resources.
These materials are provided for informational and operational support only. They are not legal advice, compliance advice, export-control advice, audit advice, certification advice, or a substitute for Customer's own professional review.
Customer is responsible for reviewing, validating, tailoring, approving, implementing, and maintaining any documentation, templates, procedures, policies, or compliance materials before using them for audits, assessments, certifications, government submissions, SPRS submissions, affirmations, supplier submissions, or contractual obligations.
Documentation packages and licensed compliance materials may be subject to Aeroplicity's Documentation License Agreement, which controls solely with respect to Documentation Packages and Licensed Materials to the extent it conflicts with these Terms.
Aeroplicity does not guarantee any compliance, audit, certification, authorization, government acceptance, contract eligibility, CMMC, SPRS, POA&M, NOFORN determination, CUI determination, export-control, or legal outcome unless expressly stated in an applicable Order or written agreement accepted by Aeroplicity.
Security
Aeroplicity maintains administrative, technical, and physical safeguards designed to protect the Services and Customer Data.
These safeguards may include access controls, encryption, logging, monitoring, vulnerability management, backup processes, incident response procedures, and other controls described in applicable Aeroplicity security documentation.
Customer acknowledges that security is a shared responsibility.
Customer is responsible for securing Customer-controlled devices, credentials, API Credentials, networks, browsers, endpoints, personnel, configurations, integrations, third-party applications, and access decisions.
No system is completely secure. Aeroplicity does not guarantee that the Services will be uninterrupted, error-free, immune from attack, or free from vulnerabilities.
Customer must promptly notify Aeroplicity of any suspected unauthorized access, security incident, credential compromise, API Credential compromise, or misuse involving the Services.
Security researchers and external parties should review Aeroplicity's Vulnerability Disclosure Policy before conducting any vulnerability research or submitting vulnerability reports.
Privacy
Aeroplicity's collection and use of personal information is described in Aeroplicity's Privacy Policy.
Aeroplicity's use of cookies and similar technologies is described in Aeroplicity's Cookie Policy.
By using the Services, Customer agrees that Aeroplicity may process personal information as described in the Privacy Policy and these Terms.
Customer is responsible for providing any required notices and obtaining any required consents from Users or other individuals whose personal information is submitted to the Services by or on behalf of Customer.
If Customer's use of the Services requires a data processing addendum, standard contractual clauses, business associate agreement, government addendum, or other privacy or data protection terms, those terms must be separately agreed by Aeroplicity in writing.
Customer Data Ownership and License
As between Customer and Aeroplicity, Customer retains all right, title, and interest in and to Customer Data.
Customer grants Aeroplicity a limited, non-exclusive, worldwide license to host, process, transmit, store, display, copy, secure, analyze, back up, and use Customer Data solely as necessary to:
provide, secure, support, maintain, troubleshoot, and operate the Services;
prevent abuse, fraud, unauthorized access, and misuse;
improve the Services, subject to these Terms, applicable customer commitments, and the restriction that Aeroplicity will not use Regulated Defense Data, Government data, Government-related data, CUI, CDI, FCI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, ITAR-controlled technical data, EAR-controlled technology, classified information, or Customer's Confidential Information for generalized product improvement, model training, benchmarking, or analytics except as expressly authorized by Customer, an applicable Order, approved Documentation, or applicable law;
comply with law, legal process, and binding government direction;
enforce these Terms; and
fulfill Aeroplicity's obligations.
Aeroplicity will not sell Customer Data.
Aeroplicity may use aggregated, anonymized, or de-identified data derived from use of the Services for analytics, benchmarking, security, operations, product improvement, and business purposes, provided such data does not identify Customer or any individual and does not disclose Customer's confidential information.
Customer Responsibilities for Customer Data
Customer is responsible for the accuracy, quality, legality, reliability, classification, marking, and appropriateness of Customer Data.
Customer represents and warrants that it has all rights, consents, permissions, authorizations, and legal bases necessary to submit Customer Data to the Services and to grant Aeroplicity the rights described in these Terms.
Customer must not submit Customer Data that violates law, infringes third-party rights, contains malicious code, violates export controls or sanctions, violates dissemination controls or foreign-person access restrictions, or is otherwise prohibited by these Terms.
Customer is responsible for backing up or exporting Customer Data as appropriate for Customer's own legal, operational, contractual, continuity, and recordkeeping requirements.
Data Retention, Export, and Deletion
While Customer has access to the Services, Customer may access and export Customer Data using available features of the Services, subject to technical limitations, Account status, payment status, and applicable law.
Following termination or expiration, Aeroplicity will make Customer Data available for export for thirty (30) days through the Services or an approved support process, unless access is suspended for security, legal, nonpayment, or misuse reasons.
After that period, Aeroplicity may delete Customer Data in accordance with its standard retention and deletion practices, unless retention is required or permitted by law, contract, legal hold, dispute preservation, security, backup, audit, FedRAMP, DFARS, NOFORN-related support, export-control, or other compliance obligations.
Backups, logs, audit records, security records, billing records, immutable records, and compliance records may persist for limited periods in accordance with Aeroplicity's standard retention practices.
Data return, export, deletion, disposition, and confirmation of disposition may be subject to technical limitations, backup retention periods, security controls, legal holds, dispute preservation obligations, FedRAMP requirements, audit requirements, government direction, evidence-preservation obligations, export-control restrictions, dissemination-control restrictions, or other legal or operational requirements.
Service Wind-Down or Discontinuation
If Aeroplicity permanently discontinues the Services, ceases business operations, or otherwise begins a planned wind-down of the Services, Aeroplicity will use commercially reasonable efforts to provide affected Customers with advance notice and a reasonable opportunity to export Customer Data through available Service features or an approved support process, subject to Account status, security requirements, technical limitations, applicable law, legal holds, government direction, export-control restrictions, dissemination-control restrictions, FedRAMP requirements, DFARS-related obligations, NOFORN-related obligations, data-location requirements, records-retention or disposition requirements, and other contractual or compliance obligations.
Unless a separate written agreement, Order, applicable law, binding government direction, approved disposition instruction, or security or compliance requirement requires a different period, Aeroplicity will use commercially reasonable efforts to make Customer Data available for export for at least thirty (30) days after notice of the applicable wind-down or discontinuation.
Customer remains responsible for timely exporting Customer Data, maintaining Customer-controlled backups or copies where appropriate, preserving required records, and determining whether any Customer Data is subject to legal, contractual, government, agency, export-control, dissemination-control, records-retention, evidence-preservation, data-location, or disposition requirements.
Aeroplicity may delete, retain, preserve, return, transfer, or restrict access to Customer Data in connection with a wind-down or discontinuation in accordance with these Terms, applicable Orders, approved customer instructions, applicable law, legal process, binding government direction, security requirements, backup and retention practices, FedRAMP requirements, DFARS-related obligations, NOFORN-related obligations, export-control restrictions, dissemination-control restrictions, data-location requirements, legal holds, dispute preservation obligations, or other compliance obligations.
Nothing in this section requires Aeroplicity to provide indefinite access to the Services, operate discontinued Services, maintain Customer Data beyond the applicable export or retention period, transfer Customer Data to an unapproved environment, location, system, or recipient, provide professional migration services, or take any action that Aeroplicity reasonably determines would violate applicable law, security requirements, export-control restrictions, dissemination-control restrictions, government requirements, tenant-isolation obligations, confidentiality obligations, FedRAMP requirements, DFARS-related obligations, NOFORN-related obligations, data-location requirements, or other legal or compliance obligations.
Artificial Intelligence and Automated Features
The Services may include artificial intelligence, machine learning, automation, analysis, recommendations, summaries, classification assistance, search assistance, decision-support tools, or similar features ("AI Features").
AI Features are provided to assist Users and do not replace professional judgment, legal advice, compliance advice, engineering review, quality review, export-control analysis, cybersecurity assessment, NOFORN determination, CUI determination, classification decision, dissemination-control decision, or human decision-making.
Customer is responsible for reviewing, validating, and approving all outputs generated by AI Features before relying on them. AI outputs may be incomplete, inaccurate, misleading, or unsuitable for Customer's intended use.
Customer must not use AI Features to make decisions that require professional judgment, legal determination, safety-critical analysis, personnel decisions, government submissions, compliance certifications, export-control determinations, NOFORN determinations, CUI determinations, classification decisions, dissemination-control decisions, or regulated decisions without appropriate human review.
Customer must not submit Regulated Defense Data, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled technical data, export-controlled technology, classified information, credentials, secrets, or other sensitive regulated information to AI Features unless Aeroplicity expressly identifies the relevant AI Feature and supporting environment as appropriate for that data type.
Aeroplicity will not use Customer Data to train, fine-tune, improve, evaluate, or benchmark external AI models, or to train generalized internal AI models, unless expressly authorized in an applicable agreement, Documentation, or Customer-enabled feature setting.
Aeroplicity will not use NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, Regulated Defense Data, Government data, Government-related data, CUI, CDI, FCI, ITAR-controlled technical data, EAR-controlled technology, classified information, or Customer's Confidential Information for generalized product improvement, model training, benchmarking, analytics, artificial intelligence training, or external AI model improvement except as expressly authorized by Customer, an applicable Order, approved Documentation, applicable law, or Aeroplicity's applicable legal terms.
Customer should review Aeroplicity's Responsible AI Policy and NOFORN Support Policy for additional information regarding Aeroplicity's approach to responsible AI and NOFORN-Controlled Customer Data.
Marketplace, Procurement, and Third-Party Transactions
The Services may include marketplace, supplier, procurement, quote, purchasing, sales, listing, transaction, or communication features.
Unless Aeroplicity expressly states otherwise through the Services, Aeroplicity is not a seller, buyer, broker, distributor, manufacturer, importer, exporter, freight forwarder, or agent for any Customer or third party.
Aeroplicity does not control and is not responsible for products, services, listings, quotes, orders between Customers or third parties, representations, warranties, delivery, payment, taxes, export classifications, compliance obligations, or disputes between Customers or third parties.
Customers using marketplace or procurement features are responsible for their own transactions, product descriptions, pricing, taxes, shipping, export-control obligations, government contract requirements, restricted-party screening, product safety, quality requirements, warranties, returns, and disputes.
Customer may not list, request, sell, buy, transfer, or facilitate unlawful, prohibited, restricted, counterfeit, stolen, unsafe, sanctioned, embargoed, classified, export-controlled, dissemination-controlled, or unauthorized items or services through the Services.
Aeroplicity may remove listings, suspend transactions, restrict access, or terminate Accounts that Aeroplicity believes may violate law, these Terms, or Aeroplicity policies.
Acceptable Use
Customer and Users may not use the Services to:
violate any law, regulation, sanctions requirement, export-control requirement, contract obligation, or third-party right;
upload, disclose, disseminate, export, re-export, transfer, release, provide access to, or otherwise make available NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, CUI, CDI, FCI, export-controlled information, Government data, Government-related data, classified information, or other regulated information in a manner not authorized by applicable law, contract, government direction, applicable markings, approved configurations, or Aeroplicity's applicable legal terms;
upload, transmit, or distribute malware, viruses, worms, ransomware, spyware, or malicious code;
interfere with, disrupt, overload, scan, probe, test, or compromise the Services or related systems without authorization;
attempt to bypass, disable, or circumvent security, access controls, rate limits, usage limits, API limits, or authentication measures;
access or use another customer's data, systems, or account without authorization;
impersonate any person or entity or misrepresent affiliation;
submit false, misleading, fraudulent, unlawful, defamatory, obscene, harassing, abusive, or harmful content;
use the Services for spam, phishing, unsolicited messages, credential harvesting, or deceptive practices;
reverse engineer, decompile, disassemble, copy, modify, or create derivative works of the Services except as permitted by law;
scrape, crawl, harvest, or systematically extract data from the Services except through authorized features or APIs and in accordance with applicable Documentation and rate limits;
use non-public aspects of the Services, Documentation, APIs, or benchmarking information to develop a substantially similar competing SaaS product;
resell, lease, sublicense, distribute, or make the Services available to third parties except as expressly permitted by Aeroplicity;
use the Services in a manner that creates a security, operational, legal, reputational, or compliance risk for Aeroplicity, another customer, or any third party;
upload classified information unless Aeroplicity expressly authorizes that use through a dedicated environment, product feature, applicable Documentation, Order, or other written agreement accepted by Aeroplicity;
use the Services for high-risk, safety-critical, life-critical, real-time command and control, targeting, weapons release, autonomous weapons operation, flight control, emergency dispatch, life-support, or other purposes where failure could lead to death, personal injury, or severe physical, environmental, or property damage;
use APIs, bots, scripts, agents, connectors, or automation tools to overload the Services, bypass user interfaces or access controls, circumvent billing, exceed rate limits, or extract data beyond Customer's authorized use; or
otherwise use the Services outside the scope for which Aeroplicity makes them available.
Aeroplicity Intellectual Property
The Services, Site, Platform, software, source code, object code, databases, workflows, user interfaces, designs, models, algorithms, templates, Documentation, APIs, connectors, automation tools, trademarks, logos, service marks, and other Aeroplicity materials are owned by Aeroplicity or its licensors and are protected by intellectual property and other laws.
Except for Customer Data, Aeroplicity and its licensors retain all right, title, and interest in and to the Services and related intellectual property.
Customer may not remove, alter, or obscure any proprietary notices in the Services or Documentation.
Feedback
If Customer or any User provides suggestions, ideas, comments, improvements, requests, or other feedback regarding the Services ("Feedback"), Aeroplicity may use the Feedback without restriction or obligation to Customer.
Customer grants Aeroplicity a perpetual, irrevocable, worldwide, royalty-free license to use, copy, modify, distribute, display, perform, and incorporate Feedback into Aeroplicity's products and services.
Feedback does not include Customer Data.
Software
Aeroplicity may provide software, agents, connectors, applications, browser tools, virtual desktop tools, or other software for use with the Services.
Subject to these Terms, Aeroplicity grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use such software solely in connection with the Services while Customer is permitted to use the Services.
Customer may not copy, modify, distribute, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code from any software except as expressly permitted by law or authorized by Aeroplicity.
If software is accompanied by a separate end user license agreement, the separate agreement will govern that software to the extent of any conflict.
APIs, Connectors, and Automation
Aeroplicity may make APIs available for use with the Services.
Customer may use APIs only as described in the applicable Documentation, within applicable rate limits and usage limits, and solely for Customer's authorized use of the Services.
Customer is responsible for all activity conducted using Customer's API Credentials, integrations, scripts, agents, connectors, and automated workflows.
Customer must keep API Credentials confidential, store them securely, rotate them when appropriate, and promptly revoke or report any API Credential that may have been compromised.
Customer may not use APIs to bypass security controls, access controls, user permissions, rate limits, usage limits, billing controls, or feature restrictions.
Customer may not use APIs to scrape, harvest, extract, replicate, train models on, or bulk download data except as expressly permitted by Aeroplicity and within Customer's authorized access.
Customer is responsible for ensuring that any application, script, connector, agent, or automated workflow created or enabled by Customer complies with these Terms, applicable Documentation, applicable law, export-control requirements, sanctions requirements, dissemination-control requirements, foreign-person access restrictions, government contract requirements, approved configurations, and Customer's obligations to third parties.
Aeroplicity may monitor API usage for security, reliability, billing, operational, abuse-prevention, and compliance purposes.
Aeroplicity may throttle, suspend, revoke, or limit API access if Aeroplicity reasonably believes API use violates these Terms, exceeds limits, creates risk, causes degradation, or may harm Aeroplicity, another customer, the Services, or any third party.
Aeroplicity may modify, deprecate, replace, or discontinue APIs, API versions, fields, endpoints, rate limits, authentication methods, or related features from time to time.
Where practical, Aeroplicity will use reasonable efforts to provide notice of material API changes, but Aeroplicity does not guarantee that any API, endpoint, field, or integration will remain available.
Third-Party Services and Integrations
The Services may interoperate with third-party products, services, platforms, software, data sources, payment processors, cloud services, identity providers, communication tools, or integrations ("Third-Party Services").
Customer's use of Third-Party Services is governed by the applicable third party's terms and policies.
Aeroplicity is not responsible for Third-Party Services, including their availability, security, privacy practices, data handling, functionality, support, or performance.
Customer authorizes Aeroplicity to access, exchange, transmit, and process Customer Data with Third-Party Services as necessary to provide integrations or features requested or enabled by Customer.
Customer acknowledges that enabling Third-Party Services may cause Customer Data to be transmitted to, stored in, or processed by systems outside Aeroplicity's Authorization Boundary and outside Aeroplicity's control.
Customer is responsible for determining whether a Third-Party Service is appropriate for CUI, FCI, CDI, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, export-controlled technical data, export-controlled technology, personal information, Government data, Government-related data, classified information, or other regulated data.
Aeroplicity may modify, suspend, or discontinue integrations with Third-Party Services at any time.
Confidentiality
"Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure.
Customer Data is Customer's Confidential Information.
Non-public information about the Services, security documentation, pricing, product plans, technical materials, APIs, Documentation, and business information is Aeroplicity's Confidential Information.
Each party will use the other party's Confidential Information only to perform under these Terms and will protect it using reasonable care.
A party may disclose Confidential Information to its employees, contractors, advisors, service providers, auditors, or representatives who need to know it and are bound by confidentiality obligations.
Confidential Information does not include information that is publicly available without breach, already known without confidentiality obligation, independently developed without use of the other party's Confidential Information, or rightfully received from a third party without confidentiality obligation.
A party may disclose Confidential Information if required by law, subpoena, court order, or government request, provided it gives notice where legally permitted and reasonably cooperates with efforts to limit disclosure.
Support, Service Levels, and Service Changes
Aeroplicity may provide support through email, online tools, documentation, in-product tools, or other channels.
Support availability, response times, support channels, and service levels may vary by Plan, feature, support tier, product area, or Aeroplicity policy.
Customer must not submit Regulated Defense Data, NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, classified information, export-controlled technical data, export-controlled technology, credentials, secrets, API keys, security tokens, or other sensitive regulated information through a support channel unless Aeroplicity identifies that support channel as appropriate for that data type.
Aeroplicity's service level terms, if applicable to Customer's Plan, are described in Aeroplicity's Service Level Agreement.
Unless expressly stated otherwise in an applicable Service Level Agreement, service credits are Customer's sole and exclusive remedy for Aeroplicity's failure to meet an applicable service level.
Aeroplicity may update, improve, modify, discontinue, or remove features of the Services from time to time.
Aeroplicity will use reasonable efforts to avoid materially reducing core paid functionality during the then-current Billing Cycle without providing substantially equivalent functionality, workaround, notice, or other commercially reasonable mitigation, as determined by Aeroplicity. Aeroplicity may modify, suspend, or discontinue non-core features, beta features, preview features, free features, integrations, APIs, third-party dependencies, or features that create security, legal, compliance, operational, or vendor risk.
Aeroplicity may perform maintenance, upgrades, patches, or emergency repairs that may affect availability.
Aeroplicity does not guarantee that Customer's use of the Services will satisfy any legal, contractual, regulatory, audit, certification, authorization, CMMC, DFARS, FedRAMP, NIST, SPRS, export-control, NOFORN, CUI, dissemination-control, foreign-disclosure, or government-contract requirement.
Aeroplicity may provide commercially reasonable assistance, documentation, control mappings, shared responsibility materials, or remediation information to support Customer's compliance efforts, subject to Customer's Plan, applicable Documentation, and Aeroplicity's standard processes.
Suspension
Aeroplicity may suspend Customer's or any User's access to the Services immediately if Aeroplicity reasonably believes:
Customer or a User has violated these Terms;
Customer's payment is overdue;
Customer's use creates a security, legal, compliance, operational, or reputational risk;
Customer's use may harm Aeroplicity, another customer, the Services, or a third party;
suspension is required by law, government request, court order, or third-party provider; or
Customer's Account, credential, or API Credential is compromised or used without authorization.
Aeroplicity will use reasonable efforts to notify Customer of suspension where practical and legally permitted.
Term and Termination
These Terms remain in effect while Customer accesses or uses the Services.
Customer may stop using the Services at any time. Stopping use, deleting an Account, or canceling paid access does not relieve Customer of payment obligations already incurred.
Aeroplicity may terminate these Terms or Customer's access to the Services if Customer materially breaches these Terms and fails to cure the breach within a reasonable period after notice, or immediately if the breach cannot reasonably be cured, creates risk, or involves unlawful conduct, security abuse, nonpayment, or misuse.
Upon termination, Customer's right to access and use the Services ends.
Sections that by their nature should survive will survive, including sections relating to payment obligations, intellectual property, Customer Data, confidentiality, compliance, disclaimers, limitation of liability, indemnification, dispute resolution, governing law, and miscellaneous provisions.
U.S. Government Rights
The Services and Documentation are "commercial products," "commercial services," "commercial computer software," and "commercial computer software documentation," as applicable, under the Federal Acquisition Regulation ("FAR") and Defense Federal Acquisition Regulation Supplement ("DFARS").
If the Services or Documentation are acquired by or on behalf of the U.S. Government, they are provided with only those rights customarily provided to the public and as stated in these Terms, consistent with FAR 12.211, FAR 12.212, DFARS 227.7202, and other applicable acquisition regulations.
These Terms supersede any conflicting government rights clause or provision unless Aeroplicity expressly states otherwise through an applicable government-specific addendum, policy, Order, or Documentation.
Warranty Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" EXCEPT AS EXPRESSLY STATED IN THESE TERMS, AN APPLICABLE ORDER, OR AN APPLICABLE SERVICE LEVEL AGREEMENT.
TO THE FULLEST EXTENT PERMITTED BY LAW, AEROPLICITY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, SECURITY, AVAILABILITY, AND ERROR-FREE OPERATION.
AEROPLICITY DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE, ERROR-FREE, FREE OF VULNERABILITIES, FREE OF HARMFUL COMPONENTS, OR THAT CUSTOMER DATA WILL NOT BE LOST OR DAMAGED.
AEROPLICITY DOES NOT WARRANT OR GUARANTEE ANY COMPLIANCE OUTCOME, AUDIT OUTCOME, CERTIFICATION, AUTHORIZATION, GOVERNMENT ACCEPTANCE, CONTRACT AWARD, SPRS SCORE, CMMC STATUS, CMMC UID, FINAL CMMC STATUS, CONDITIONAL CMMC STATUS, C3PAO RESULT, DIBCAC RESULT, POA&M ACCEPTANCE, NOFORN DETERMINATION, CUI DETERMINATION, EXPORT-CONTROL DETERMINATION, CLASSIFICATION DETERMINATION, DISSEMINATION-CONTROL DETERMINATION, FOREIGN-DISCLOSURE APPROVAL, OR LEGAL CONCLUSION.
Limitation of Liability
TO THE FULLEST EXTENT PERMITTED BY LAW, AEROPLICITY AND ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AFFILIATES, LICENSORS, AND SERVICE PROVIDERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, ENHANCED, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, BUSINESS INTERRUPTION, PROCUREMENT OF SUBSTITUTE SERVICES, OR OTHER SIMILAR DAMAGES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
TO THE FULLEST EXTENT PERMITTED BY LAW, AEROPLICITY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF:
THE AMOUNTS PAID BY CUSTOMER TO AEROPLICITY FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR
ONE HUNDRED DOLLARS ($100).
THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW AND REGARDLESS OF THE FORM OF ACTION.
Nothing in this section limits Customer's payment obligations, either party's liability that cannot be limited under applicable law, or Aeroplicity's right to seek injunctive or equitable relief for misuse of the Services, Documentation, APIs, Licensed Materials, or Aeroplicity intellectual property.
Some jurisdictions do not allow certain limitations of liability. In those jurisdictions, liability will be limited to the greatest extent permitted by law.
Indemnification
Customer will defend, indemnify, and hold harmless Aeroplicity and its directors, officers, employees, agents, affiliates, licensors, and service providers from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to:
Customer Data;
Customer's or Users' use of the Services;
Customer's or Users' violation of these Terms;
Customer's or Users' violation of law, regulation, sanctions, export controls, dissemination controls, foreign-person access restrictions, government contract requirements, contractual flow-downs, applicable markings, or third-party rights;
Customer's products, services, listings, transactions, or marketplace activity;
Customer's compliance obligations, audit submissions, certification efforts, SPRS entries, affirmations, or government representations;
Customer's classification decisions, marking decisions, NOFORN determinations, CUI determinations, export-control determinations, dissemination-control decisions, foreign-person access decisions, support-channel submissions, integrations, exports, downloads, or downstream disclosures;
Customer's configurations, access decisions, integrations, APIs, automated workflows, or failure to secure Customer-controlled systems; or
any dispute between Customer and another customer, supplier, buyer, seller, contractor, auditor, assessor, partner, or third party.
Aeroplicity may assume the exclusive defense and control of any matter subject to indemnification, and Customer will cooperate with Aeroplicity's defense.
Copyright and Intellectual Property Complaints
Aeroplicity respects intellectual property rights.
If you believe content available through the Services infringes your copyright or other intellectual property rights, contact Aeroplicity at legal@aeroplicity.com with sufficient information to investigate the claim.
You may be liable for damages if you knowingly materially misrepresent that content is infringing.
Electronic Communications
By using the Services, creating an Account, sending emails, completing online forms, selecting a Plan, providing payment information, or interacting with the Services, Customer consents to receive electronic communications from Aeroplicity.
Customer agrees that electronic communications, notices, agreements, disclosures, records, and signatures satisfy any legal requirement that such communication be in writing.
Changes to These Terms
Aeroplicity may modify these Terms from time to time.
Aeroplicity will indicate the date of the latest revision at the top of these Terms or in another reasonable location.
Unless otherwise stated by Aeroplicity, modified Terms are effective when posted or otherwise made available.
If Aeroplicity determines that a change is material, Aeroplicity will use reasonable efforts to provide notice through the Services, email, account notice, or other reasonable means.
Customer's continued use of the Services after updated Terms become effective constitutes acceptance of the updated Terms.
If Customer does not agree to updated Terms, Customer must stop using the Services and cancel paid access before the updated Terms apply, subject to any payment obligations already incurred.
Governing Law
These Terms and Customer's use of the Services are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law principles.
The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply to these Terms.
Dispute Resolution
Before initiating arbitration or litigation, each party agrees to attempt in good faith to resolve any dispute, controversy, or claim arising out of or relating to these Terms or the Services through informal negotiations for at least thirty (30) days after written notice of the dispute.
If the parties are unable to resolve a dispute through informal negotiations, the dispute will be finally and exclusively resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, except as otherwise required by applicable law or expressly stated in these Terms.
The arbitration will take place in Delaware unless the parties agree otherwise.
The arbitrator will have authority to award any relief available in court, subject to these Terms.
Either party may bring an action in court to compel arbitration, stay proceedings pending arbitration, confirm, modify, vacate, or enter judgment on an arbitration award, or seek temporary, preliminary, or permanent injunctive relief.
Any court proceeding permitted under these Terms will be brought exclusively in the state or federal courts located in Delaware, and each party consents to personal jurisdiction and venue in those courts.
If Customer is a U.S. federal, state, local, tribal, or foreign government entity, or if applicable law prohibits a government entity from agreeing to arbitration, class action waiver, venue, governing law, limitations period, indemnification, or other dispute-resolution provisions in these Terms, those provisions apply only to the extent permitted by applicable law and the applicable government contract or written agreement with Aeroplicity.
Class Action Waiver
To the fullest extent permitted by law, disputes must be brought only on an individual basis.
Neither party may bring or participate in any class, consolidated, collective, representative, private attorney general, or similar proceeding arising out of or relating to these Terms or the Services.
The arbitrator may not consolidate claims of more than one person or entity and may not preside over any class, consolidated, collective, representative, private attorney general, or similar proceeding.
Exceptions to Arbitration
The following disputes are not subject to the arbitration requirement:
disputes seeking to enforce or protect intellectual property rights;
disputes involving unauthorized access, misuse, theft, or misappropriation of the Services, Documentation, APIs, Customer Data, Aeroplicity Confidential Information, or Aeroplicity intellectual property;
claims for injunctive or equitable relief;
disputes involving nonpayment; and
disputes that applicable law does not permit to be arbitrated.
Limitations Period
To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be brought within one (1) year after the claim arose, or the claim is permanently barred.
Miscellaneous
These Terms, together with any applicable Order, incorporated policy, addendum, or agreement accepted by Aeroplicity, constitute the entire agreement between Customer and Aeroplicity regarding the Services and supersede all prior or contemporaneous agreements, understandings, and communications regarding the Services.
Customer may not assign or transfer these Terms, any Account, or any rights or obligations under these Terms without Aeroplicity's prior written consent.
Aeroplicity may assign or transfer these Terms in connection with a merger, acquisition, corporate reorganization, sale of assets, change of control, or by operation of law.
If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect.
Aeroplicity's failure to enforce any provision of these Terms is not a waiver of that provision or any other provision.
Headings are for convenience only and do not affect interpretation.
The words "including" and "include" mean "including without limitation."
Customer and Aeroplicity are independent contractors, and these Terms do not create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship.
Except as expressly stated in these Terms, there are no third-party beneficiaries to these Terms. No prime contractor, subcontractor, customer of Customer, supplier, auditor, assessor, government agency, regulator, employee, contractor, User, or other third party has any right to enforce these Terms against Aeroplicity unless Aeroplicity expressly agrees otherwise in writing.
Questions
Questions or requests regarding these Terms may be directed to legal@aeroplicity.com or another approved Aeroplicity legal, security, support, account, procurement, or Trust Center channel.
Customers must not include NOFORN-Controlled Customer Data, Customer-Designated Foreign-Person Restricted Data, classified information, export-controlled technical data, credentials, secrets, API keys, security tokens, CUI, CDI, FCI, Government data, Government-related data, or other sensitive regulated information in ordinary email, public website forms, marketing forms, demo requests, unauthenticated submissions, or unsupported support channels unless Aeroplicity expressly identifies the applicable channel as appropriate for that data type.
Aeroplicity may require identity verification, authorization validation, confidentiality commitments, export-control screening, need-to-know review, lawful purpose review, or other information-protection procedures before providing access to non-public security, compliance, FedRAMP, Trust Center, customer responsibility, NOFORN-related, or regulated-data materials.