1. Key Definitions

  • "AirGuard Software" means the AIRSIGHT drone detection software and platform, whether accessed through cloud services or by local installation on hardware or servers.

  • “AirGuard Solutions” means, collectively and at times individually, the AirGuard Software, Documentation, Equipment, and any tools, components, or related services provided by AIRSIGHT or its authorized service providers or distributors for the utilization of the AirGuard Software.

  • "Authorized User" means an employee, consultant, or independent contractor of Subscriber, and identified by Subscriber as such, who i) has received a valid password and login ID from AIRSIGHT or from Subscriber’s User Administrator (see Section 3 below) to access the AirGuard Software and ii) has accepted and agreed to the terms of the End User License Agreement for the AirGuard Solutions.

  • "Documentation" means user manuals, technical manuals, and any other materials provided by AIRSIGHT, in printed, electronic, or other form, that describe the installation, operation, use, or technical specifications of the AirGuard Solutions.

  • “Equipment” means the hardware, tools, devices or other tangible items as specified in an Order Form provided by AIRSIGHT to a Subscriber during the Term for the sole purpose of utilizing the AirGuard Solutions and which may include, among other items as applicable, the AirGuard drone detection units, radio antennas, cloud recording server(s), and cables.

  • “Improper Use” means the use of any part of the AirGuard Solutions that is not in accordance with this Agreement or the applicable Documentation, or any improper conduct in connection with Subscriber’s use of any part of the AirGuard Solutions, including, but not limited to, theft, burglary, intentional acts, vandalism, acts of a third party, power surges, computer viruses, human error, extreme environmental conditions, or Modifications by anyone other than AIRSIGHT.

  • “Installation Locations” means one or more locations, each identified in an Order Form or as otherwise mutually agreed by authorized representatives of each Party in writing, for the installation and/or deployment of the AirGuard Solutions during the Term.

  • “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

  • “Modification” means a modification, alteration, addition, derivative work, derivation, enhancement and/or improvement of any kind to or of or from or based on or related to the AirGuard Solutions, and/or any part thereof, in any form or format.

  • “Order Form" means AIRSIGHT’s standard order form documentation for ordering certain AirGuard Solutions products.

  • "Professional Services" means the services to be performed by AIRSIGHT for Subscriber, other than Software Services, in accordance with Section 4 herein and as further detailed in an Order Form or Statement of Work.

  • "Software Services" means the access for Authorized Users through the AirGuard Solutions to use the AirGuard Software on a software as a service (SaaS) or subscription basis and related drone detection and security monitoring services performed on a subscription or recurring basis as set forth in an Order Form or Statement of Work.

  • "Statement of Work" (also referred to as an “SOW”) means a document in writing signed by both Parties, that: (a) details the scope of work of the Professional Services to be performed by AIRSIGHT under this Agreement, including identification of deliverables and other materials to be provided to Subscriber, if any; (b) identifies the locations at which the Professional Services shall be performed; and (c) specifies the applicable payment terms for performing the Professional Services.

  • “Subscriber Input" means all input, content, or information provided by Subscriber to the AIRSIGHT Solutions under this Agreement, but not including any aggregated or anonymized data or data sets or information obtained from third-party databases.

  • “Subscriber Output” means the system reporting prepared or produced by the AirGuard Solutions based on the Subscriber Input, which may include drone identification, pilot name, current location, and/or other known information previously stored in available third-party databases by law enforcement about such drone(s) or pilot(s).

  • "Update" means any updates, bug fixes, patches, maintenance releases, or other error corrections to the AirGuard Software that AIRSIGHT generally makes available free of charge to all subscribers of the AirGuard Software.

2. Limited Licenses

  • License to Subscriber. To enable Subscriber to use the AirGuard Solutions and Software Services, AIRSIGHT grants to Subscriber, during the Term, a limited, personal, non-exclusive, non-sublicensable, non-transferable and non-assignable license for Authorized Users solely to (i) access and execute the AirGuard Software through the AirGuard Solutions and use the applicable Equipment and Documentation strictly for the benefit of Subscriber’s internal business operations; (ii) input and upload Subscriber Input as may be necessary in connection with the operation of the AirGuard Solutions under this Agreement; and (iii) utilize the Subscriber Output received from the Subscriber’s use of the AirGuard Solutions for the applicable Installation Locations.

  • License to AIRSIGHT. To enable AIRSIGHT to provide the AirGuard Solutions and Software Services, Subscriber grants to AIRSIGHT, during the Term, a personal, non-exclusive, non-sublicensable license to use, reproduce, transmit and modify the Subscriber Input solely in connection with AIRSIGHT provision of the AirGuard Solutions and Software Services, which for the avoidance of doubt includes AIRSIGHT’s testing, monitoring, reporting, modeling, and benchmarking of the Software Services and a subscriber’s use thereof.

3. Subscriber Obligations

  • Security & Infrastructure Obligations. Subscriber will be responsible for designating an employee or other person (“User Administrator”) who shall be responsible for i) notifying AIRSIGHT of each Authorized User for which it wishes to have access to the Software Services; ii) identifying the roles and rights of each Authorized User; and iii) facilitating Subscriber’s review of usage logs and other auditing or reporting information provided by AIRSIGHT. Subscriber will be responsible for maintaining the confidentiality and security of such passwords and login IDs and all activities that occur under these IDs, regardless of whether such passwords and login IDs are generated and managed by Subscriber or by AIRSIGHT. Subscriber will ensure that each login ID and password issued to an Authorized User will be used only by that Authorized User. Subscriber agrees to notify AIRSIGHT promptly of any actual or suspected unauthorized use of any account, login ID or passwords, or any other breach or suspected breach of these security requirements. AIRSIGHT reserves the right to suspend or terminate any login ID which AIRSIGHT reasonably believes may have been used by an unauthorized third party or by any user or individual other than the Authorized User to whom such login ID and password was rightfully assigned. Subscriber is also responsible for maintaining the required hardware, software, Internet connections, network connections, electricity requirements and other resources necessary for Subscriber and Authorized Users to use the Equipment and access the Software Services through the AirGuard Solutions. 

  • Equipment Maintenance Obligations. Subscriber acknowledge and agrees that it shall use the Equipment only as provided in this Agreement or applicable Documentation and shall maintain the Equipment in good working condition at all times during the Term. Subscriber shall comply with and conform to all applicable laws, ordinances, rules and regulations in any way relating to the possession, use or maintenance of the Equipment. AIRSIGHT shall provide all reasonably necessary service and repair or replace such Equipment during the Term; except that Subscriber shall be solely responsible for, and AIRSIGHT shall have no obligation to provide, any repairs or replacements due to Subscriber’s Improper Use of such Equipment. Subscriber hereby assumes and shall bear the entire risk of loss and damage to the Equipment from any and every cause whatsoever. No loss or damage to the Equipment or any part thereof shall impair any obligation of Subscriber under this Agreement, which shall continue in full force and effect throughout the Term. In the event of loss or damage of any kind whatever to the Equipment, Subscriber shall pay to AIRSIGHT the repair or replacement cost of such Equipment, as applicable. Subscriber shall promptly notify AIRSIGHT in writing as soon as reasonably practicable of any service or repairs needed for the proper functioning of the Equipment by sending an email to tselo@airsight.com or to the appropriate AIRSIGHT support contact, as may be updated by AIRSIGHT from time to time upon reasonable notice to Subscriber, and including the applicable Installation Locations of such Equipment. AIRSIGHT shall respond to Subscriber and/or provide the requested repair services, as may be applicable, within 72 hours of receipt of such written request. In the event that AIRSIGHT fails to respond and/or provide the requested services to Subscriber (as may be applicable) within 72 hours, AIRSIGHT shall issue to Subscriber a credit equal to one month of the service fee set forth in the applicable Order Form for such Installation Location.

  • Other Subscriber Responsibilities. During the term of this Agreement, Subscriber will provide AIRSIGHT with reasonable access to requested resources such as (i) information about Subscriber personnel, facilities, equipment, hardware, software, network and information, and (ii) timely decision-making, notification of relevant issues or information, identification of bugs in AirGuard Software or Software Services, and granting of approvals or permissions as reasonably necessary for AIRSIGHT to provide the AirGuard Solutions, Software Services, and Professional Services under this Agreement.

4. Professional Services

AIRSIGHT shall perform the Professional Services set forth in the Order Form of Exhibit A and as detailed in any agreed Statement of Work. If the Parties desire changes to the Professional Services, including alterations in, additions to, or deletions from the Professional Services, or changes in the sequence of the performance of the Professional Services, and such request affects the completion, substance, and/or fees, as defined therein, the change shall be mutually agreed to by authorized representatives of each Party in writing. AIRSIGHT shall perform all Professional Services in a professional, workmanlike, and diligent manner using appropriately skilled, qualified, professional, and competent personnel.

5. Ownership and Proprietary Rights

  • AIRSIGHT Intellectual Property. AIRSIGHT owns or is an authorized licensee for all intellectual property used for purposes of providing the AirGuard Solutions, Software Services, or Equipment under this Agreement, whether developed prior to the commencement of this Agreement or anytime thereafter (the “AIRSIGHT Intellectual Property”). All right, title, and interest in and to the AIRSIGHT Intellectual Property (including, without limitation, all Intellectual Property Rights therein) and any customizations, corrections, updates, adaptations, enhancements, improvements, translations or copies of the foregoing shall remain or vest exclusively with AIRSIGHT or its applicable licensors. All rights not expressly granted in this Agreement are reserved by AIRSIGHT and its suppliers. Additionally, AIRSIGHT shall own the aggregated and anonymized data compiled from various data sources, including from Subscriber Input, provided that such aggregated and anonymized data is not attributable to source data. 

  • Subscriber Intellectual Property. All right, title, and interest in (including, without limitation, all Intellectual Property Rights therein) in and to the Subscriber Input and the Subscriber Output (insofar as it is the result of any processing or reporting provided specifically for Subscriber) shall be owned exclusively by Subscriber, provided that Subscriber grants to AIRSIGHT a non-exclusive, worldwide license to copy, transmit, modify and use the Subscriber Input solely for purposes of providing the Software Services and Professional Services.

6. Confidential Information

From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Without limiting the foregoing, the AirGuard Software, Documentation, Software Services, Professional Services, Subscriber Input, Subscriber Output, and terms of this Agreement shall be considered Confidential Information. Confidential Information does not include information that the receiving Party can demonstrate that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees, agents, contractors, consultants and representatives, including its bankers, attorneys and accountants (collectively “Representatives”) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder, and then only under a written confidentiality agreement or other binding confidentiality obligation no less restrictive than this Section 6. The receiving Party on behalf of itself and its Representatives agrees that it will treat Confidential Information of the disclosing Party with the same degree of care as it accords to its own confidential information of like sensitivity, but in no event less than a reasonable level of care. The receiving Party further ensures that it and its Representatives will use the disclosing Party’s Confidential Information only for the purposes contemplated by this Agreement. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order, if legally permissible; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. In the event the terms of this Agreement conflict or are otherwise inconsistent with terms of any nondisclosure agreement the Parties entered into prior to the Effective Date concerning Confidential Information disclosed during the course of performance under this Agreement, the terms of this Agreement shall control.

7. Restrictions

Subscriber shall not sell, rent, lease, sublicense, distribute, transfer, copy, reproduce, download, display, timeshare, modify, alter, or create any derivative work, derivation, enhancement and/or improvement of the AirGuard Solutions or Software Services, in whole or in part, or use such as a component of or a base for products or services prepared for commercial sale, sublicense, lease, access or distribution. Subscriber shall not itself, or cause or permit any Authorized User to, translate, reverse engineer, or otherwise disassemble any part of the AirGuard Solutions, including but not limited to the AirGuard Software or Equipment. Subscriber shall not cause or allow any third party or unlicensed user or computer system, other than an Authorized User, to access or use the AirGuard Solutions or the Software Services. Subscriber shall not introduce any infringing or otherwise unlawful data or material or any virus, spyware, malware or disabling code into the Software Services or into AIRSIGHT systems or environment, nor shall Subscriber remove, obscure or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of the AirGuard Solutions or the Software Services. 

8. Warranties and Warranty Disclaimers 

  • AIRSIGHT Warranties Disclaimer. ALL AIRGUARD SOLUTIONS AND AIRSIGHT INTELLECTUAL PROPERTY ARE PROVIDED "AS IS." AIRSIGHT DOES NOT WARRANT THAT THE AIRGUARD SOLUTIONS, EQUIPMENT, SOFTWARE SERVICES OR PROFESSIONAL SERVICES WILL MEET SUBSCRIBER’S REQUIREMENTS, THAT THE OPERATION OF THE EQUIPMENT OR SOFTWARE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL DEFECTS IN THE AIRGUARD SOLUTIONS WILL BE CORRECTED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, AIRSIGHT DISCLAIMS ALL OTHER WARRANTIES WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS. FURTHER, AIRSIGHT SHALL NOT BE LIABLE FOR ANY BUSINESS OR PROFESSIONAL DECISIONS MADE OR IMPLEMENTED BY SUBSCRIBER BASED ON SUBSCRIBER’S USE OF THE AIRGUARD SOLUTIONS.

  • Mutual Warranties. Each Party represents and warrants that (i) it is a business entity duly organized and in good standing in all jurisdictions where it does business; (ii) has the full power and authority to enter into and perform its obligations under this Agreement; (iii) it will comply with all applicable laws in connection with its performance hereunder, including all export control laws. 

  • Subscriber Warranties. Subscriber additionally represents and warrants that (i) it will only use the AirGuard Solutions at the Installation Locations set forth in an applicable Order Form and that it will not move any of the Equipment from such Installation Locations and (ii) it has made an independent legal review of its intended usage of the AirGuard Solutions and that such usage is legal under the laws of its applicable jurisdictions.

9. Limitations of Liability

EXCEPT FOR BREACHES OF SECTIONS 2, 3, OR 6, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA OR DATA USE, WHETHER IN AN ACTION IN CONTRACT OR TORT INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR BREACHES OF SECTIONS 2, 3, OR 6, EACH PARTY’S LIABILITY FOR DAMAGES HEREUNDER SHALL IN NO EVENT EXCEED IN THE AGGREGATE OF THE AMOUNT OF FEES PAID AND OWED BY SUBSCRIBER UNDER THIS AGREEMENT FOR THE IMMEDIATELY PRECEEDING TWELVE (12) MONTH PERIOD. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

10. Indemnification

  • AIRSIGHT Indemnification. AIRSIGHT, at its expense, shall defend, indemnify and hold Subscriber harmless from and against any loss, damages or liability from any claim, suit or proceeding (collectively, a “Claim”), to the extent arising out of, or related to, the use by Subscriber of the AirGuard Software in strict accordance with this Agreement and alleging infringement of a United States patent issued on or before the Effective Date or a copyright or trade secret right of any third party; provided that Subscriber: (i) promptly notifies AIRSIGHT of such Claim; (ii) provides AIRSIGHT with full control of the defense and settlement of each such Claim; (iii) cooperates with AIRSIGHT in such defense and settlement, and (iv) does not settle any such Claim or suit without AIRSIGHT’s prior written consent. Subscriber may participate in the defense and settlement of any Claim with counsel of its choice at its own expense provided that AIRSIGHT shall continue to have sole control of such defense or settlement. If any portion of the AirGuard Software becomes, or in AIRSIGHT’s opinion is likely to become, the subject of a claim of infringement, AIRSIGHT may, at its option: (a) procure for Subscriber the right to continue using the AirGuard Software; (b) replace the AirGuard Software with non-infringing services which do not materially impair the functionality of the AirGuard Software; (c) modify the AirGuard Software so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused fees actually paid by Subscriber to AIRSIGHT for the remainder of the term then in effect, and upon such termination, Subscriber will immediately cease all use of the AirGuard Software. Notwithstanding the foregoing, AIRSIGHT shall have no obligation under this section or otherwise with respect to any infringement claim based upon (I) any use of the AirGuard Software not in accordance with this Agreement or not as specified in the Documentation; (II) any use of the AirGuard Software in combination with other products, equipment, software or data not supplied by AIRSIGHT if the AirGuard Software without such combination does not infringe; (III) any modification of the AirGuard Software by any person other than AIRSIGHT or its authorized agents; or (IV) a superseded AirGuard Software version if a corrective Update has been made available to Subscriber. This Section 10(a) states the sole and exclusive remedy of Subscriber and the entire liability of AIRSIGHT with respect to infringement claims and actions.

  • Subscriber Indemnification. Subscriber, at its expense, shall defend, indemnify,  and hold AIRSIGHT harmless to the extent any Claims relate to or arise from: (i) Subscriber’s use of the AirGuard Software or Subscriber Output other than as specified by AIRSIGHT or for any illegal purposes; (ii) AIRSIGHT’s use of the Subscriber Input; or (iii) any Modification to the AirGuard Solutions, in whole or in part, not made by or at the direction of AIRSIGHT, provided that AIRSIGHT: (1) promptly notifies Subscriber of such Claims; (2) provides Subscriber with full control of the defense and settlement of each such Claim; (3) cooperates with Subscriber in such defense and settlement, and (4) does not settle any such Claim without Subscriber’s prior written consent. AIRSIGHT may participate in the defense and settlement of any Claim with counsel of its choice at its own expense provided that Subscriber shall continue to have sole control of such defense or settlement.

11. Fees

Subscriber shall pay AIRSIGHT the subscription fees in the amount and according to the schedule set forth in the applicable Order Form. Unless otherwise provided in the applicable Order Form, the subscription fees shall commence on the installation date of the AirGuard Solutions and AIRSIGHT will bill Subscriber on the 1st day of each month during the Term following such installation date, and Subscriber shall pay AIRSIGHT the monthly subscription fee on or before the 5th day of each month using an Electronic Funds Transfer Payment (EFT) via automatic bank draft or credit card charge. If Subscriber disputes the charge of any bill or invoice, it must notify AIRSIGHT no later than the date payment is due. If any payment of an undisputed invoice is not received within 10 days of when due, an additional fee of $25 shall be applied for each late payment, or the maximum interest rate allowed under law shall accrue on the unpaid balance per month, whichever is lower, from the date such payment was due until the date paid. Subscriber shall be responsible for all sales taxes, use taxes, withholdings and any other taxes and charges of any kind imposed by any federal, state or local governmental entity on the transactions contemplated by this Agreement, excluding only federal and state taxes on AIRSIGHT’s gross income, and Subscriber authorizes AIRSIGHT to collect by EFT any sales taxes, late payments, and late fees or any repair or replacement costs incurred by Subscriber’s Improper Use of the AirGuard Solutions.

12. Term and Termination

  • Term. This Agreement shall commence on the Effective Date and continue for the duration identified in the applicable Order Form as the initial subscription term (the “Initial Term”) and shall automatically renew thereafter for additional consecutive periods of twelve (12) month (each a “Renewal Term,” and any Renewal Term collectively with the Initial Term, the “Term”) unless either Party notifies the other Party in writing, by fax or return receipt requested, of its desire to terminate this Agreement at least 60 days prior to expiration of the then-current Term or otherwise terminated in accordance with this Section 12. 

  • Termination for Cause. Either Party may terminate this Agreement without penalty and immediately on written notice to the other Party: (i) for breach of a material provision of this Agreement, after 30 days’ written notice and failure to cure; (ii) if the other Party files for bankruptcy or reorganization or fails to discharge an involuntary petition therefore within 60 days after filing; or (iii) with respect to AIRSIGHT, if the Subscriber fails to pay any amount due under this Agreement within 10 days of Subscriber’s receipt of written notice of the past due balance due to AIRSIGHT (a “Nonpayment Breach”). In the event of termination by AIRSIGHT for a Nonpayment Breach, AIRSIGHT may continue to bill Subscriber through the end of the Initial Term as set forth in the Order Form (or any applicable Renewal Term) and Subscriber shall be obligated to make such payments even though AIRSIGHT may suspend access to the AirGuard Solutions in view of Subscriber’s nonpayment. Subscriber agrees that AIRSIGHT shall not be liable to Subscriber or any third party for any suspension of the Subscription Services pursuant to this Section 12(b).

  • Effects of Termination. Upon termination of this Agreement or expiration of its Term: (i) AIRSIGHT shall have no further obligation to provide the AirGuard Solutions to Subscriber and Subscriber hereby acknowledge and agrees that AIRSIGHT shall have the absolute right to enter and access the Installation Locations in order to remove any and all Equipment or components of the AirGuard Solutions, (ii) the Parties shall work together in good faith to address any and all post-termination issues concerning this Agreement, including but not limited to the retrieval or destruction of each Party’s Confidential Information and Subscriber shall immediately allow Provider to access the Installation Locations for the purpose of removing or uninstalling all AirGuard Solutions and Equipment, and (iii) all licenses granted to Subscriber hereunder with respect to the the AirGuard Solutions and the Software Services shall automatically terminate and Subscriber shall immediately discontinue its use thereof. If Subscriber makes no written request regarding treatment of its Subscriber Input after termination or expiration of this Agreement within 30 days after the date of termination, AIRSIGHT shall have no obligation to maintain the Subscriber Input, and will have no liability to Subscriber in respect of the same. Any and all unpaid fees and expenses incurred in connection with the Software Services or Professional Services prior to termination shall become due and payable within 30 days after the date of termination. All subscription fees paid are non-refundable.  Sections 1, 5-7, 8(a), 9, 12, and 14(a)-(k) shall survive any termination or expiration of this Agreement, and with respect to Confidential Information that constitutes a trade secret under applicable law, the rights and obligations set forth in Section 6 will survive the termination or expiration of this Agreement until, if ever, such Confidential Information loses its trade secret protection other than due to an act or omission of the receiving Party or its Representatives.

13. Equitable Relief

The Parties agree that in the event of any breach or threatened breach of this Agreement; the non-breaching party may suffer an irreparable injury, such that no remedy at law will afford that party adequate protection against or appropriate compensation for such injury. Accordingly, in addition to remedies available at law, the Parties hereby agrees that the non-breaching party shall be entitled to seek specific performance as well as such injunctive relief as may be granted by a court of competent jurisdiction.

14. Miscellaneous

  • Assignment. Neither Party may assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of the other Party; provided, however, that AIRSIGHT may freely assign its rights or delegate its obligations, in whole or in part, to (i) one or more of its affiliates, or (ii) an entity that acquires all or substantially all of its business or assets, whether by merger, reorganization, acquisition, sale, or otherwise. Any purported assignment, transfer, or delegation in violation of this Section 14(a) will be null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

  • Amendment and Modification; Waiver. This Agreement may not be amended or modified except in a writing executed by duly authorized representatives of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

  • Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. 

  • Entire Agreement. This Agreement, together with any applicable Order Form or other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (i) first, this Agreement, excluding its Exhibits; (ii) second, the Exhibits to this Agreement as of the Effective Date; and (iii) third, any other documents incorporated herein by reference. 

  • Export Laws. Export laws and regulations of the United States and any other relevant local export laws and regulations may apply to the AirGuard Solutions. Subscriber agrees that such export control laws govern Subscriber’s use of the AirGuard Solutions (including technical data) provided under this Agreement and Subscriber agrees to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). Subscriber agrees that no data, information, software programs and/or materials resulting from any services provided hereunder (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws and regulations including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.

  • Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, if and to the extent such failure or delay is caused by any circumstances beyond the impacted Party's reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, pandemic, war, terrorism, vandalism, theft, site electrical issues, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.

  • Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the State of Texas without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Texas. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas, in each case located in Dallas County, Texas, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding. The Parties exclude in its entirety the application to this Agreement of the United Nations Convention on Contracts for the International Sale of Goods. 

  • Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 14(h)). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section 14(h).

  • Relationship of the Parties. The Parties to this Agreement are independent contractors and nothing in this Agreement will be deemed or construed as creating a joint venture, partnership, agency relationship, franchise, or business opportunity between AIRSIGHT and Subscriber. Neither Party, by virtue of this Agreement, will have any right, power, or authority to act or create an obligation, express or implied, on behalf of the other Party.

  • Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

  • U.S. Government Rights. The AirGuard Software is a “commercial item” as that term is defined at FAR 2.101. If Subscriber or Authorized User is a US Federal Government (Government) Executive Agency (as defined in FAR 2.101), AIRSIGHT provides the AirGuard Solutions, including any related software, technology, technical data, and/or professional services in accordance with the following: (a) if acquired by or on behalf of any Executive Agency (other than an agency within the Department of Defense (DoD), the Government acquires, in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Computer Software),  only those rights in technical data and software customarily provided to the public as defined in this Agreement; or (b) if acquired by or on behalf of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS 227.7202-3 (Rights in commercial computer software or commercial computer software documentation), only those rights in technical data and software customarily provided in this Agreement. In addition, DFARS 252.227-7015 (Technical Data –Commercial  Items) applies to technical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial Agency shall obtain only those rights in technical data and software customarily provided to the public as set forth in this Agreement. If any Federal Executive Agency, Federal Legislative Agency, or Federal Judicial Agency has a need for rights not conveyed under the terms described in this Section 14(k), it must  negotiate with AIRSIGHT to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement to be effective. This U.S. Government Rights section is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, or supplemental regulation that addresses Government rights in computer software or technical data under this Agreement. 

  • Publicity. AIRSIGHT may publicly identify Subscriber as a customer and use Subscriber’s logo on AIRSIGHT’s corporate website, in sales materials, and in print media in accordance with Subscriber’s usage guidelines, all for the limited purpose of recognizing Subscriber as an AIRSIGHT customer.