1. Welcome and Introduction

Please carefully read through this Platform License and Terms of Service ("Agreement"), since they are a binding agreement between you and Altaport, Inc. ("Altaport", "Company", "we",  "us",  "our"). The Agreement is effective when you sign up or otherwise use any of the Services or access any content or material that is made available by Altaport through the Services (the  "Content").

This Agreement incorporates our Privacy Policy. You acknowledge that you have read and understood the Agreement and agree to be bound by it. If you don't agree with (or cannot comply with) the Agreement (including the Privacy Policy), then you may not use the Service or consume any Content.

The term "Services" includes all the software, applications, widgets, tools, and functionality made available through the Services, including our platform, the help desk system, connectivity API's, and related support services. Any new features which augment or enhance the current Services, including the release of new features or products, including those that require additional fees, are also included in the term "Services." However, the term "Services" does not include Professional Services."Professional Services" means any work we do at your request to develop features, modifications, or customizations for your specific use, as well as any other work we do for you that are not included in our standard Services. If you ever require Professional Services, we (or an associated partner) will enter into a separate written agreement with you outlining the Professional Services and the terms under which they will be provided.

You may sign up for the Services using an online form, online page, or other written or electronic means acceptable to and accepted by Altaport ("Order Form"). Any properly-executed Order Form is incorporated into this Agreement, and you agree to its provisions as if it were fully set forth herein. To the extent any provision of a duly executed Order Form accepted by Altaport conflicts with the provisions of this Agreement, the provisions of the Order Form will prevail.

2. Exchange and Use of Information

As part of the Services, we provide you access to certain third-party data that may originate with third parties and other users, including helipad owners and operators ("Third-Party Data"). All the information we provide to you through the Services that we obtain from third parties and other users is included in the term "Third-Party Data." Our license to you includes access to the Third-Party Data, but we do not offer any warranty or representation regarding the Third-Party Data, including its accuracy, timeliness, or completeness. You are solely responsible to ensure that the Third-Party Data you access or use is accurate, timely, and complete.

Your use of the Services may involve the processing of information concerning you or your business activities, including specific information regarding your travel plans, schedule, customers, clients, services, and finances. This specific information ("Your Data") belongs to you. You exclusively own Your Data.

Certain portions of the Services allow you to upload or post ("post") elements of your information to the Service. The information that you post may or may not be intended to be made available to third parties (including, for example, travel plans, client names, payment information, reviews, and organizational roles) ("User Content").

You represent and warrant that, with respect to any User Content you post, (1) you have the right to post such User Content, and (2) such User Content, or its use by Company as contemplated by the Agreement, does not violate the Agreement, applicable law, or the intellectual property (including without limitation copyright), publicity, personality, or other rights of others or imply any affiliation with or endorsement of you or your User Content by Company or any entity or individual without express written consent from such individual or entity.

You grant us a non-exclusive, transferable, assignable, royalty-free, worldwide license to use User Content and Your Data in connection with the Services that we provide to you, as allowed and restricted by the Privacy Policy.

3. Received Materials

If you send us any comments, materials, or letters including, without limitation, questions, comments, suggestions, criticisms or the like ("Received Materials"), those Received Materials may be deemed by us to be non-confidential and free of any claims of proprietary or personal rights. Company shall have no obligation of any kind with respect to such Received Materials, and Company will be free to reproduce, use, disclose, exhibit, display, transform, edit, abridge, create derivative works from and/or distribute the Received Materials without limitation or restriction. Furthermore, Company is free to use any ideas, concepts, know-how, or techniques contained in any communication you send to Company for any purpose whatsoever, including, but not limited to, developing, manufacturing, and marketing products using such information or ideas, without compensation or any other obligations to anyone, including you.

4. Changes to this Agreement

At certain times, we may in our discretion need to make revisions to this Agreement. If we do, we will notify you by posting notices on the website or by e-mailing you, as appropriate in the circumstances. If you continue using the Services after the effective date of the changes, you will be deemed to have accepted the revisions. If you do not agree to the revisions, you may terminate this Agreement by notifying us via e-mail at support@altaport.com. Any other changes to this Agreement must be in writing signed by both parties.

5. Payment Authorization and Late Payment

Collection of landing fees and other charges (“Fees”) may happen via credit card payment via the Services, weekly or monthly invoices, fixed contracted rates paid monthly, or via other payment means specified in the Services. When you pay using a credit card or other similar payment method, you authorize us to make the charges disclosed to you at the time you sign up, including recurring payments, where applicable.

If the Fees are to be paid after the Services are used, you agree to pay any proper invoice within fifteen (15) days after the invoice is issued. Failure to pay will result in a late fee of 5% of the outstanding balance plus interest of the lesser of (1) 1.5% of the outstanding balance per month and (2) the highest amount allowed by law. Company may suspend your use of the Services at any time that your payment obligations are not current.

You acknowledge that Company may have a separate agreement with heliport owners and operators and that the fees to be paid to heliport owners and operators will be strictly between Company and such owners and operators.

6. Trials and Beta Testing

From time to time, we or others on our behalf may offer access to beta models of the Services or trials of paid subscriptions for a specified period without payment or at a reduced rate (each, a  "Trial"). We reserve the right, in our absolute discretion, to determine your eligibility for a Trial, and, subject to applicable laws, to withdraw or to modify a Trial at any time without prior notice and with no liability, to the greatest extent permitted under the law.

For some Trials, we'll require you to provide your payment details to start the Trial. AT THE END OF SUCH TRIALS, WE MAY AUTOMATICALLY START TO CHARGE YOU THE APPLICABLE FEES ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A RECURRING MONTHLY BASIS. BY PROVIDING YOUR PAYMENT DETAILS IN CONJUNCTION WITH THE TRIAL, YOU AGREE TO THIS CHARGE USING SUCH PAYMENT DETAILS. IF YOU DO NOT WANT THIS CHARGE, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE TRIAL. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING MONTHLY BASIS, YOU MUST CANCEL THE APPLICABLE PAID SUBSCRIPTION THROUGH YOUR ACCOUNT'S SUBSCRIPTION PAGE OR TERMINATE YOUR ACCOUNT BEFORE THE END OF THE RECURRING MONTHLY PERIOD. PAID SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, WE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

IF THE TRIAL CONSISTS OF ACCESS TO A BETA MODEL, YOU ACKNOWLEDGE THAT THE BETA MODEL HAS NOT BEEN FULLY DEVELOPED AND MAY BE SUBJECT TO DEFECTS THAT WOULD BE UNACCEPTABLE IN A FULLY DEVELOPED VERSION. YOU AGREE THAT THE LICENSE GRANTED UNDER A BETA TRIAL IS WITHOUT WARRANTY OF ANY NATURE, INCLUDING THE IMPLIED WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE AND MERCHANTABILITY, AS WELL AS NON-INFRINGEMENT, AND ANY OTHER WARRANTY. BETA USERS HAVE NO CLAIM WHATSOEVER AGAINST US FOR ANY REASON WHATSOEVER.

7. License and Acceptable Use

Company hereby grants you, subject to this Agreement, a limited non-exclusive, non-sublicensable, non-transferable, license to use the Services for your internal business purposes. You have no rights in the Services other than as expressly provided in this Agreement. You may not download any portion of the website or use of any Services other than for your own personal business use. You may not use any data mining, robots, or similar data gathering tools or otherwise exploit your access to the Services for any commercial purpose. You may not use any of the trademarks, logos, or other proprietary graphics without express written permission, which may be denied in Company's absolute discretion. Company's logos and product and service names are trademarks of Company. All other trademarks appearing on the website or in connection with the Services are trademarks of their respective owners, and our reference to them does not imply or indicate any approval or endorsement by their owners unless such approval or endorsement is expressly made.

In addition to any other things that might constitute a misuse of the Services, you must not, and must not attempt to do the following things:

• modify, alter, tamper with, repair or otherwise create derivative works of any of the Services;
• reverse engineer, disassemble or decompile the software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services, except and only to the extent that the applicable law expressly permits doing so;
• use the Services for research or benchmarking or any related endeavor with the intent of creating a competing or similar product;
• use the Services in any manner or for any purpose other than as expressly permitted by this Agreement, the Privacy Policy, or any other policy, instruction or terms applicable to the Services;
• sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party;
• remove, obscure or alter any proprietary rights notice pertaining to the Services;
• access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas;
• use the Services to: (i) engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (ii) send unsolicited or unauthorized junk mail, spam, chain letters, pyramid schemes or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) advertise or promote a commercial product or service that is not available through Company; (iv) store or transmit inappropriate content, such as content: (1) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (2) containing any material that encourages conduct that could constitute a criminal offense, or (3) that violates the intellectual property rights or rights to the publicity or privacy of others; (v) store or transmit any content that contains or is used to initiate a denial of service attack, software viruses or other harmful or deleterious computer code, files or programs such as Trojan horses, worms, time bombs, cancelbots, or spyware; or (vi) abuse, harass, stalk or otherwise violate the legal rights of a third party;
• interfere with or disrupt servers or networks used by Company to provide the Services or used by other users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another user's full use and enjoyment of any of the Services;
• access or attempt to access Company's other accounts, computer systems or networks not covered by this Agreement, through password mining or any other means;
• cause, in Company's sole discretion, inordinate burden on the Services or Company's system resources or capacity; or
• share passwords or other access information or devices or otherwise authorize any third party to access or use the Services.

8. Third-Party Applications

The Services may be integrated with third-party applications, websites, and services ("Third Party Applications") to make available content, products, and/or services to you. These Third-Party Applications may have their own terms and conditions of use and privacy policies and your use of these Third-Party Applications will be governed by and subject to such terms and conditions and privacy policies. You understand and agree that we do not endorse and are not responsible or liable for the behavior, features, or content of any Third-Party Application or for any transaction you may enter into with the provider of any such Third-Party Applications.

9. Your Account and Collaborators

You are responsible for maintaining the confidentiality of any account information, including your login and password, and for restricting access to your computer, and you agree to accept responsibility for all activities that occur under your account or password. Company reserves the right to refuse service, terminate accounts, remove or edit content in its sole discretion. You are also solely responsible for the accuracy and currency of the data entered into the Services under your user account. You agree to indemnify and hold Company harmless from and against any claim related to content, accuracy, or currency of the information you provide through the Services.

The Services may provide you with the opportunity to invite employees, engineers, attorneys, and other service providers ("Collaborators") to access Your Data and User Content associated with your account. If this functionality is made available to you and you use this functionality, you shall be solely responsible for the actions of your Collaborators. Company may limit the number of licensees with whom an individual Collaborator may collaborate and may require a Collaborator to obtain a paid license at any time, in Company’s sole and absolute discretion. Collaborators are not third-party beneficiaries of this Agreement and are not entitled to any remedies or rights under this Agreement.

10. Confidentiality

10.1Confidential Information.During the term of this Agreement, and subject to the uses of information described in the Privacy Policy, each party or its employees, consultants, or agents may receive information of the other party and the other party’s plans, methods, systems, software, employees, finances, projections, customers, clients, and/or prospects, and any other information that would be considered by a reasonable person to be proprietary or confidential, whether or not identified as such ("Confidential Information"). Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose such Confidential Information to any third parties except as expressly authorized by this Agreement or to use such Confidential Information for purposes outside the scope of this Agreement. Each party may disclose the Confidential Information of the other party only to its employees, consultants and agents who need to know such Confidential Information for the purposes of this agreement and who are subject to confidentiality obligations at least as protective of the Confidential Information as those set out herein. Each party will advise its employees, consultants and agents of their responsibilities under this Agreement and be responsible for any breach of this section by its employees, consultants or agents. Confidential Information shall not include information that is: (a) part of, or becomes part of, the public domain (other than by disclosure by the receiving party in violation of this Agreement); (b) previously known to the receiving party without an obligation of confidentiality; (c) independently developed by the receiving party outside this Agreement; (d) rightfully obtained by the receiving party from third parties without an obligation of confidentiality; or (e) otherwise addressed in this Agreement.

10.2 Exceptions. Notwithstanding the foregoing, either party may disclose the Confidential Information of the other party to the extent such disclosure is required to comply with applicable law or the valid order or requirement of a governmental or regulatory agency or court of competent jurisdiction, provided that the disclosing party (a) restricts such disclosure to the maximum extent legally permissible; (b) notifies the party to whom the Confidential Information belongs as soon as practicable of any such requirement; and (c) that subject to such disclosure, such disclosed materials shall in all respects remain subject to the restrictions set forth in this Agreement.

10.3 Remedies.The parties acknowledge that their respective Confidential Information is unique and valuable, and that breach by a party of the obligations of this section regarding the other party's Confidential Information could result in irreparable injury to the other party for which monetary damages alone would not be an adequate remedy. Therefore, the parties agree that in the event of a breach or anticipated breach of this section, the affected party shall be entitled to seek injunctive or other equitable relief as a remedy for any such breach or anticipated breach without the necessity of posting a bond. Any such relief shall be in addition to and not in lieu of any appropriate relief in the way of monetary damages.