In using this application, you are deemed to have read and agreed to the following terms and conditions, which govern all use of Scanifly.com and all content, services, and products available at or through the application.

The following terminology applies to these Terms and Conditions, Privacy Statement and Disclaimer Notice and any or all Agreements: “Customer”, “You” and “Your” refers to you, the person accessing this application and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We” and “Us”, refers to Scanifly, Inc. “Party”, “Parties”, or “Us”, refers to both the Customer and Scanifly, Inc, or either the Customer or Scanifly, Inc. All terms refer to the offer, acceptance and consideration of payment necessary to undertake the process of our assistance to the Client in the most appropriate manner, whether by formal meetings of a fixed duration, or any other means, for the express purpose of meeting the Client’s needs in respect of provision of Scanifly’s stated services/products, in accordance with and subject to, prevailing U.S. Law. Any use of the above terminology or other words in the singular, plural, capitalisation and/or he/she or they, are taken as interchangeable and therefore as referring to same.

Please read this Agreement carefully before accessing or using the application. By accessing or using any part of the application, you agree to become bound by the terms and conditions of this agreement. If you do not agree to all the terms and conditions of this agreement, then you may not access this application or use any Scanifly services.

Information We Collect.

Account Information. When you create an account, or purchase something from us, we collect and store your name, address, email and any other information you provide to us in connection with your registration and/or purchase.

Communications. We retain records of your communications with us, such as emails, social media posts, and support chats.

Content. If you upload content to the software for purposes of using the services, we retain and store the content and we collect data and information regarding the nature or composition of that content.

Website Information. We collect data, including IP address, and analytics about the scope and duration of your visits to our website and the solutions and information for which you searched and which you viewed. This information includes, characters you type, services and links you click, and pages and content you view. We may keep a record of your various actions during your visits to our websites including using such methods as cookies and single-pixel images. We do not respond to browser-based “do not track” signals.

How We Use Your Information.

General Uses. We use your Content and other information to:

• Provide you with the products and services that we offer, communicate with you, respond to your inquiries, provide troubleshooting, and for other customer service purposes.
• Send you news and newsletters, special offers, and promotions, or to otherwise contact you about products or information we think may interest you.
• Conduct analysis and gather metrics to better understand how users access and use the products and services, to evaluate and improve the Scanifly’s products and services, and to develop new products and services.
• Advertise Scanifly’s products and services to you on non-Scanifly websites and measure the effectiveness of that advertising.
• Comply with legal obligations, as part of our general business operations, and for other business administration purposes.
• Market our products and services, by re-displaying or re-transmitting content that you have already displayed in public areas of our services or website.
  
  

Sharing Your Content and Information.

Service providers. We share information with service providers who help us provide products and services. These include website analytics tools, payment service providers, information technology providers, and companies to whom we outsource elements of our services such as customer support. These service providers all adhere by this Privacy Policy as if they are Scanifly.

Sale of Scanifly. We may disclose or transfer your content or information, including personal information, as part of any merger, sale, and transfer of our assets, acquisition or restructuring of all or part of our business, bankruptcy, or similar event.

Advertising Partners. We share anonymized information about your use of Scanifly’s website (including IP address) with Google, Facebook and other third parties so that we can present you with advertising on non-Scanifly websites and measure the effectiveness of that advertising.

Legally required disclosure. We reserve the right to disclose information if we believe that such disclosure is necessary to (a) comply with relevant laws or to respond to subpoenas or warrants served on us; or (b) protect or defend the rights or property of us or users of the services.

Third parties with whom you share Content. Any Content that you share with other parties (IE: Google, Twitter, and Facebook), is governed by the privacy policies of those companies. We are not responsible for the protection or use of your data that you share with others. Scanifly’s use and transfer of any other app information received from Google APIs will adhere to the Google API Services User Data Policy, including the 

Limited Use Requirements.

Notice to California Residents. A California resident who has provided personal information to a business with whom he/she has established a business relationship for personal, family, or household purposes (a “California Customer”) may request information about whether the business has disclosed personal information to any third parties for the third parties’ direct marketing purposes. In general, if the business has made such a disclosure of personal information, upon receipt of a request by a California Customer, the business is required to provide a list of all third parties to whom personal data was disclosed in the preceding calendar year, as well as a list of the categories of personal data that were disclosed. California Customers may request further information about our compliance with this law by e-mailing info@scanifly.com. Please note that we are required to respond to one request per California Customer each year, and we are not required to respond to requests made by means other than through this e-mail address.

Compliance.

Customer is solely responsible for compliance with all laws and regulations with respect to Customer’s use, and the use by Authorized Users, of the Services and their functionality.  Customer shall not use the Services in any manner that (a) is misleading, fraudulent or negligent or (b) infringes any third party’s rights.  Customer represents and warrants to Company that all Customer Data: (i) is owned by Customer or provided with the express consent from any applicable Authorized User, individual, or other third party holding any ownership rights (including copyright) over, or privacy right in, such data; and (ii) do not violate the rights of any person or entity, including rights of publicity, privacy, or under applicable law.

Managing your Content and information.

You may opt-out of any promotional emails we send by following the instructions in the email you receive. Despite your indicated e-mail preferences, we may send you emails related to your account or transactions thereunder, or notices of any updates to our Terms or this Policy.

You may choose not to create an account thus avoid giving us your name and email address, although many features may require the creation of an account.

You can elect not to use cookies by disabling them in your browser settings or electing to not accept cookies the first time you visit one of our sites. If you want to disable cookies after having accepted them you can follow this link for instructions to remove cookies from your machine.

You may ask us to delete your account or any Content or other information about you that we hold by contacting us at info@scanifly.com.

How we protect your information

We use industry-standard methods designed to protect the transmission of sensitive information such as your password during transmission such as Secure Sockets Layer (SSL). If you create an account with Scanifly, your personal private information is protected by a password or other authentication mechanism for security. We do not store any payment card or bank account information. You are responsible for taking appropriate actions to protect your accounts, such as using secure passwords and making sure to log out when finished using a shared device or computer.

Additional Notes

United States Processing. Your information will be processed in the United States, where laws regarding the processing of information may be less stringent than the laws in your country.

13 and Older. You may only upload Content to our Services if you are at least 13 years old or older. You should not upload any Content to your Services if you are not at least 13 years old.

Confidential Information.

Acknowledgement.  Each Party (the “Recipient”) acknowledges and agrees that all Confidential Information of the other Party (the “Disclosing Party”) (a) is and shall remain the sole and exclusive property of the Disclosing Party, (b) is critical to the Disclosing Party’s competitive position in the marketplace, and (c) is valuable, trade secret property.  With respect to Personal Information, such Confidential Information is or may be subject to certain laws and regulations governing the privacy and security of such Personal Information.  Each Party agrees to safeguard Confidential Information against unauthorized access, acquisition, use or disclosure.  Each Party agrees that it and its Representatives (as defined below) or Affiliates to whom it discloses Personal Information pursuant to this Agreement has implemented and will maintain a written information security program containing administrative, technical and physical safeguards for the protection of Personal Information that are designed to (x) ensure the security and confidentiality of Personal Information; (y) protect against any anticipated threats or hazards to the confidentiality, security, or integrity of Personal Information; and (z) protect against any unauthorized access to, acquisition of, or use of such Personal Information not authorized pursuant to this Agreement, including, but not limited to, any access or use that could result in substantial harm or inconvenience to either Party.

Restrictions on Use and Disclosure.  Notwithstanding any other provision of the Agreement, the Recipient agrees that it will (a) hold in confidence and not disclose to any third party other than its Representatives (as defined below) any Confidential Information of the Disclosing Party; (b) protect such Confidential Information against unauthorized use or disclosure with at least the same degree of care that Recipient uses to protect its own Confidential Information, but in no case less than a reasonable degree of care; (c) use the Disclosing Party’s Confidential Information only as provided for in this Agreement; and (d) limit access to the Disclosing Party’s Confidential Information to its Representatives having a need to know such Confidential Information and who are bound by confidentiality obligations substantially similar to those contained herein.  The Recipient shall be liable to the Disclosing Party for any breach by any of its Representatives of the terms and conditions contained herein.

Personal Information.  Both Parties agree that Confidential Information will not be disclosed, given, bartered, sold, traded, transferred or exchanged in any way to a third party except as specifically permitted herein (other than due to a change of control of the applicable Recipient) and if this were to occur, it would be a material breach of this Agreement, unless such Party otherwise has the independent right to engage in any of the foregoing activities outside of this Agreement. 

Required Disclosure.  If the Recipient or any of its Representatives is required to disclose in connection with any proceeding, or otherwise becomes legally compelled to disclose, any Confidential Information, the Recipient shall provide the Disclosing Party (at the Disclosing Party’s expense) prompt prior written notice and reasonable assistance so as to enable the Disclosing Party to seek a protective order or other appropriate remedy or waive compliance with this Agreement.  The Recipient shall not, and shall not permit its Representatives to, oppose any action by the Disclosing Party to obtain a protective order or other appropriate remedy.  If such a protective order or other remedy is not obtained, or if the Disclosing Party waives compliance with this Section 10, the Recipient (or such Representative required to disclose Confidential Information) may disclose such Confidential Information, but only such Confidential Information as it is legally required to disclose to avoid contempt or other penalty or to comply with such request or requirement of the governmental authority, all in the reasonable opinion of counsel to the Recipient, and shall exercise reasonable efforts to obtain reliable assurance that confidential treatment will be accorded all such Confidential Information. 

Representatives.  The Recipient may disclose or otherwise make available Confidential Information of the other Party to its attorneys, accountants, employees, officers, directors, agents, representatives, subcontractors or other persons performing Recipient’s obligations or exercising its rights under this Agreement, in each case who need to know such Confidential Information (“Representatives”). Whenever Confidential Information is permissibly shared under this provision, each Party agrees that it will be disclosed to such Representative(s) subject to confidentiality obligations at least as restrictive as those between the Parties in this Agreement.

Return of Confidential Information.  Upon termination of this Agreement, promptly upon written request by the Disclosing Party, the Recipient shall return to the Disclosing Party all Confidential Information in Recipient’s possession or control, including all copies thereof, in whole or in part, or upon written agreement of the Disclosing Party, shall destroy such Confidential Information and provide an affidavit to the Disclosing Party of such destruction.  If the Recipient is unable to delete, purge or destroy any Confidential Information from the Recipient’s storage or archival media, Recipient shall notify the Disclosing Party in writing, specifying the information and location thereof, and shall retain such Confidential Information only on its storage or archival media, and shall not otherwise access or use it.  The Recipient may retain Confidential Information as required by applicable law.  Any information so retained must be protected consistent with the terms herein for so long as it is maintained. 

Representations and Warranties; Disclaimers.

Mutual.  Each Party hereby represents and warrants to the other that: (a) it has all requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereby; and (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action on the part of such Party and do not conflict with or violate any agreement with any third party or with its organizational documents. 

Customer.  Customer represents and warrants that it has the right to transmit or have transmitted the Customer Data to the Services, to permit the Customer Data to be used by Company, and to connect the Services to the various technologies that Customer deploys to interact with its clients (collectively, “Customer Platforms”), in each case as contemplated by this Agreement.  

Company.  Company represents and warrants to and for the benefit of Customer that the Services shall perform in all material respects in accordance with the Company Documentation.  Company’s sole obligation under this warranty, and Customer’s sole and exclusive remedy for any breach of this warranty, shall be for Company to use commercially reasonable efforts to repair or replace, at its option, the defective Services in response to Customer’s written report of nonconformity received by Company. 

Security. Company warrants that its Services: (i) are designed to protect against most cyberattacks; (ii) have safeguards designed to thwart known or commonly occurring cyberattacks; and (iii) have security features designed to (a) prevent unauthorized modification by third parties of the Services or data stored therein; (b) prevent using the Services as an entry point to conduct a cyberattack against Customer’s computer network; and (c) encrypt all data stored or transmitted by the Services. If Company is required to access Customer’s network, whether from a Customer site or remotely, Company agrees to only gain access through secure and encrypted communications channels as made available by Customer, and to use commercially reasonable efforts to follow standard industry practices.  Company agrees to use an individual client VPN, a business site-to-site VPN or such other mutually agreed upon secure connection to establish inter-party data connectivity. 

Disclaimer of Warranties.  EXCEPT FOR THE WARRANTIES EXPLICITLY MADE BY COMPANY IN THIS AGREEMENT, (i) COMPANY AND ITS LICENSORS OR SERVICE PROVIDERS EXCLUDE AND DISCLAIM ALL OTHER WARRANTIES OF ANY KIND WHATSOEVER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.  COMPANY PROVIDES THE SERVICES AND ALL OTHER PERFORMANCE HEREUNDER “AS IS” WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND EXCEPT AS EXPRESSLY STATED HEREIN, (ii) COMPANY DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS OR THAT IT WILL OPERATE IN AN UNINTERRUPTED OR ERROR-FREE MANNER AND (iii) COMPANY AND ITS LICENSORS OR SERVICE PROVIDERS MAKE NO REPRESENTATIONS OR WARRANTIES WHATSOEVER REGARDING THE PRODUCTS OR SERVICES OF THIRD PARTIES THAT COMPANY MAY SUPPLY TO CUSTOMER FOR USE IN CONNECTION WITH THE SERVICES.

Additional Disclaimers.  Company is not responsible for loss of data in transmission, errors of any kind caused by an act or omission by Customer or an Authorized User, or a failure by Customer, an Authorized User or any third party to act on any communication transmission to or by Customer or an Authorized User through the Services.  Customer acknowledges and agrees that Customer is responsible for performing any backups of Customer Data that Customer wishes to back up.  Customer acknowledges and agrees that the Services are intended to help Customer better understand and utilize its own artificial intelligence resources, but that the Services cannot guarantee that Model predictions will be accurate.  

Third Party Software.  Notwithstanding anything to the contrary in this Agreement:

To the extent Company provides access to any third party software or includes any third party software as part of the services, such third party software is provided on an “as is” basis.  Company does not make any representations or warranties, express or implied, including any warranties or conditions of merchantability or fitness for a particular purpose with respect to any third party software.

To the maximum extent permitted by applicable law, Company shall not have any liability for any direct, indirect, special, consequential or incidental damages arising from or in connection with the use or performance of any third party software, including penalties imposed by any government.  This limitation will apply even if any remedy fails of its essential purpose.

Company does not have any indemnification obligations with respect to Third Party Software.  Company has no obligation to provide Services for Third Party Software, except to the extent Company integrates such Third Party Software with the Services.

Compliance with Law.  Each Party agrees in the performance of its duties hereunder, to comply with all applicable federal, state, and local laws and regulations as applicable to each.  To the extent Company believes any actual or pending change in law, regulation, or enforcement would materially change Company’s legal or commercial exposure with respect to this Agreement, Company may initiate a renegotiation of any relevant part of this Agreement with Customer; if Company and Customer cannot arrive at a negotiated solution within thirty (30) days after Company initiates such renegotiation, Company may terminate this Agreement for convenience without further liability (in which case Company shall return to Customer any pre-paid subscription fees for Services not yet rendered).

Limitation of Liability.

CERTAIN DAMAGES.  IN NO EVENT SHALL COMPANY OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS OR LICENSORS OR THIRD PARTY SERVICE PROVIDERS HAVE ANY LIABILITY FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE LIABILITY, LOSS OR DAMAGES INCURRED BY CUSTOMER, ANY CUSTOMER OF CUSTOMER OR ANY OTHER PERSON OR ENTITY CLAIMING BY OR THROUGH CUSTOMER ARISING FROM OR OCCASIONED BY OR THROUGH THE USE BY CUSTOMER OR ANY END USER OF THE SERVICES, OR THE ACCESSIBILITY OR INACCESSIBILITY THERETO, WHETHER CLAIMED UNDER CONTRACT, TORT, OR ANY OTHER LEGAL THEORY EVEN IF THE PARTIES OR ANY OF SUCH OTHER PERSONS HAVE BEEN ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES. 

AGGREGATE CAP.  EXCEPT FOR THE INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 8 BELOW, THE MAXIMUM AGGREGATE LIABILITY OF COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS AND THIRD PARTY VENDORS FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE FORM OF SUCH CLAIMS, SHALL BE THE LESSER OF (i) THE ACTUAL DAMAGES SUSTAINED BY CUSTOMER WITH RESPECT TO SUCH CLAIMS OR (II) THE GREATER OF $50,000 AND THE SERVICES FEES ACCRUED BY CUSTOMER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE LAST ACT OR OMISSION GIVING RISE TO SUCH LIABILITY (THE “LIABILITY CAP”).

BASIS OF BARGAIN.  THE LIMITATIONS AND DISCLAIMERS IN THIS SECTION 7 ARE AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES AND EACH PARTY ACKNOWLEDGES AND AGREES THAT, BUT FOR SUCH LIMITATIONS AND DISCLAIMERS, THE PARTIES WOULD NOT HAVE ENTERED INTO THIS AGREEMENT ON THE TERMS SET FORTH HEREIN. THE LIMITATIONS ON LIABILITY, DAMAGES DISCLAIMERS, AND WARRANTY DISCLAIMERS WITHIN THIS AGREEMENT SHALL APPLY, WITHOUT LIMITATION, TO ANY SERVICES THAT MAY BE PROVIDED BY COMPANY TO CUSTOMER WITHOUT FORMAL DOCUMENTATION OR WITHOUT CHARGING A FEE.

Specific Indemnity Limit.  Notwithstanding anything to the contrary, both Company’s liability, and Company’s obligation to perform, in each case under this Section 8.2(a)(iv) (the “Overall Indemnity Responsibility”), are limited by the Liability Cap, such that (i) the aggregate amount that Company is required to expend (including the cost of counsel, internal costs such as employee time, and related expenses) in connection with defending claims and otherwise performing under Section 8.2(a)(iv), and (ii) the aggregate amount that Company is required to pay under Section 8.2(a)(iv), are collectively limited, in the aggregate, to the Liability Cap.  If, in the course of performing under this Section 8.2(a)(iv), Company expends an amount equal to the Liability Cap, at such point, Company’s obligations under this Section 8.2(a)(iv) are immediately terminated, and Company will therefore no longer be responsible for discharging any obligation to (1) defend the applicable claim or any other claim thereunder, (2) pay any amounts in connection therewith, or otherwise (3) remain involved or take any liability for the underlying claim.  If, upon the resolution of any claim for which any defense, indemnity, or other coverage is provided by Company under Section 8.2(a), it is determined that Company was not fully responsible for the claim or the underlying damages, then the amount Company is required to cover under Section 8.2(a) shall be proportionately reduced, to match with Company’s actual responsibility for the underlying claim or damages (and any amounts paid or expended by Company in connection with Section 8.2(a) in excess of such proportionately reduced amount shall be immediately paid to or reimbursed to Company by Customer upon written demand).

Indemnification Obligations.

Customer Indemnification Obligations.  Customer agrees to defend, indemnify and hold harmless Company, and its Affiliates, licensors, and service providers, and all officers, directors, employees and successors and assigns thereof (“Company Indemnified Parties”) from and against all claims, demands, proceedings, suits and actions and all liabilities, losses, expenses and costs (including any reasonable legal fees and expenses relating to Company’s defense) arising from: (a) the alleged or actual use or misuse of the Services by Customer or its Authorized Users; (b) the unauthorized access or use of the Services or other systems of Company (including its Affiliates) by Authorized Users or through Customer’s assigned Credentials; (c) Customer Data or Customer Platforms; or (d) any claim of infringement, misappropriation, or violation of any other proprietary right by any Customer Data or Customer Platform; provided, however, that Customer shall not be obligated to indemnify the Company Indemnified Parties to the extent that the damages result from a breach by Company Indemnified Parties of its obligations under this Agreement. 

Company Indemnification Obligations.

Subject to the provisions of this Section 8.2(a) and the indemnification process set forth in Section 8.3, Company agrees to defend Customer and its Affiliates, successors, officers, directors, employees and assigns (“Customer Indemnified Parties”) from and against any action or proceeding brought by a third party against the Customer Indemnified Parties to the extent such action or proceeding results directly from a claim by such third party that (i) the Customer Indemnified Parties’ use of the Services in accordance with and as permitted under this Agreement infringes that third party’s registered patent or registered copyright, in each case enforceable in the United States (an “Infringement Claim”), (ii) Company (or a Company employee or contractor) owes taxes, benefits, back salary, or other employment related compensation to the claimant third party, (iii) results from any of the following that have been judicially determined, admitted to by the Company in a signed stipulation, or determined by a mutually-appointed third party (such as an auditor or arbitrator): (a) Company’s gross negligence or willful misconduct, or (b) Company’s material breach of Section 6.4; or (iv) specifically alleges conduct by the Company that would constitute breach of this Agreement or violation of applicable law.      

In the event that the Services become or is likely to become the subject of an Infringement Claim, Company may (or, in the event of an injunction that prohibits Customer from using the Services, Company shall), at its option: (i) modify or replace the affected parts so the Services become non-infringing or (ii) if the foregoing cannot reasonably be accomplished, refund the fees pre-paid by the Customer to Company and terminate this Agreement without further liability.

Company shall have no obligation to indemnify any Customer Indemnified Parties with respect to any claim to the extent caused by a Customer Indemnified Party’s: (i) unauthorized modification of the Services; (ii) combination, operation or use of the Services with non-Company services, program(s) or data (including Third Party Software); (iii) use of other than the latest unmodified release of the Services if such infringement could have been avoided by use of the latest unmodified release; (iv) use of the Services by any Customer Indemnified Party beyond the scope of the express rights and licenses granted in this Agreement; or (v) breach of this Agreement or violation of law.  Where an Infringement Claim arises with respect to third party products or services, Company’s sole obligation is to pass through to Customer any indemnity that may be available to Customer under the terms and conditions of the agreement between Company and such third party vendor.

THIS SECTION 8.2 STATES THE SOLE OBLIGATION AND ENTIRE LIABILITY OF COMPANY OR ANY SUCH THIRD PARTY VENDOR OR SERVICE PROVIDER OF COMPANY, AND THE CUSTOMER INDEMNIFIED PARTIES’ SOLE AND EXCLUSIVE REMEDY, FOR ANY INFRINGEMENT CLAIM RELATING TO THIS AGREEMENT.

Indemnification Process.  If either Party requests indemnification pursuant to Section 8 (“Requesting Party”), it shall give notice to the Party from which indemnification is requested (“Requested Party”) promptly after the receipt of any claim that may be indemnifiable hereunder and afford the Requested Party the opportunity to control the defense and approve any compromise, settlement, litigation or other resolution or other disposition of such claim; provided, however, that: (a) if the Requested Party fails or elects not to either defend or settle any such claim, the Requesting Party may defend the claim, and keep the Requested Party informed of the progress of such claim; or (b) settle the claim for a commercially reasonable result and consult with the Requested Party before agreeing to a settlement amount.  The Requesting Party shall have the right to participate in the defense of any such claim with its own counsel and shall be responsible for all fees and costs associated with the same.

Conduct.

You must abide by the following rules of conduct while using any Scanifly Service:

• Do not use services for any purpose that is unlawful or prohibited by the terms outlined within our terms and conditions.
• Do not attempt to gain unauthorized access to any Scanifly services.
• Do not contribute or upload any files that contain viruses, spyware, trojan horses, rootkits, worms, malware, or other destructive features.
• Do not harvest or otherwise collect information about others while using any Scanifly services.
• Do not create a false identity or impersonate any other person, including Scanifly personnel.
• Do not misrepresent the source of anything that you contribute.
• Do not publish, post or distribute any infringing, obscene, or unlawful material.
• You are responsible and liable for all your activities while using any Scanifly service, including anything that you contribute.
• Do not use any Scanifly services in any manner that could damage, harm, disable, overburden or impair any property or persons.
• When using capturing data using your UAV/UAS/drone, you must abide by FAA regulations at all times.
  
  

Assumption of Risk.

You knowingly and freely assume all risk when using or accessing the products, services, applications, website, and/or content. You assume all risks when operating the equipment we sell, if we find that you are operating your equipment contrary to federal law or FAA policies, putting lives at risk, of using Scanifly resources for malicious causes we have the right to report you to federal authorities as required by law. We are not responsible for the FAA or other government agencies inquiry into the matter and will cooperate with authorities upon request. This includes providing authorities with any information you have provided our site or employees if it is suspected you have violated federal law.

Fees and Payments.

By signing up for any “Services” you agree to pay Scanifly any applicable setup fees and recurring fees. Applicable fees will be invoiced starting from the day your services are established and in advance of using such services. Checks and all major Credit/Debit Cards, Bankers Draft or BACS Transfer are all acceptable methods of payment. All goods remain the property of the Company until paid for in full. Monies that remains outstanding by the due date will incur late payment interest at the rate of 2% per month on the outstanding balance until such time as the balance is paid in full and final settlement. We reserve the right to seek recovery of any monies remaining unpaid sixty days from the date of invoice via collection agencies and/or through the Small Claims Court in the event that the outstanding balance does not exceed $1000.00. In such circumstances, you shall be liable for any and all additional administrative and/or court costs.

Automatic Renewal

Unless you notify Scanifly before the end of the applicable subscription period that you want to cancel a subscription, your subscription can automatically renew and you authorize Scanifly to collect the applicable subscription fee for such subscription using any credit card or other payment mechanism we have on record.

Termination. 

Termination in General.

Either Party shall have the right to terminate this Agreement immediately following the occurrence of an Event of Default by the other Party.  Each of the events set forth below shall constitute an “Event of Default” for the purposes of this Agreement: (i) Customer’s failure to pay any fees or expenses under this Agreement and the failure to pay has not been cured within thirty (30) days following Customer’s receipt of written notice from Company, or (ii) a Party’s material breach of a material obligation under this Agreement that is not cured within sixty (60) days from notification in writing from the non-breaching Party specifying the breach. 

Either Party shall have the right to terminate this Agreement if the other (i) becomes insolvent; (ii) becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, which is not fully stayed, dismissed or vacated within forty-five (45) days after filing; (iii) is dissolved or liquidated or takes any corporate action for such purpose; (iv) makes a general assignment for the benefit of creditors; or (v) has a receiver, trustee, custodian or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 

In addition, this Agreement may be terminated at any time upon the mutual written agreement of the Parties.

Suspension.  If Customer is delinquent on any payment, or otherwise upon Company’s reasonable good faith belief that tortious, criminal or otherwise illegal activity may be associated with Customer’s or an Authorized User’s use or access of the Services, or that any such use or access may be taking place in a manner that constitutes a breach of this Agreement, Company may, without limitation to any other remedy, upon prior written notice (if reasonably possible or as soon as possible thereafter) to Customer describing in reasonable detail such alleged activity, without incurring any liability, temporarily suspend the use of and access to the Services pending investigation and resolution of the issue or issues involved.  The Parties agree to promptly cooperate in good faith to address such issues, and if applicable, restore use and access.

Effect of Termination.  Upon termination of this Agreement for any reason: (a) Customer’s and all Authorized Users’ access to and use of the Services shall cease as of the effective date of termination; and (b) provided the termination was not duly effected by Customer under Section 15(a), all fees that would otherwise become due and payable for the remainder of the Term under this Agreement shall become due and payable sixty (60) days after the effective date of termination. 

Availability.

You are solely responsible for evaluating the fitness for a particular purpose of any downloads, programs and text available through this application. Redistribution or republication of any part of this application or its content is prohibited, including such by framing or other similar or any other means, without the express written consent of Scanifly.  Scanifly does not warrant that the service from this application will be uninterrupted, timely or error free, although it is provided to the best ability. By using this service you thereby indemnify Scanifly, its employees, agents and affiliates against any loss or damage, in whatever manner, howsoever caused.

Cookies.

Like most interactive websites Scanifly’s website [or ISP] uses cookies to enable us to retrieve user details for each visit. Cookies are used in some areas of our site to enable the functionality of this area and ease of use for those people visiting. Some of our affiliate partners may also use cookies.

Links to/from website.

We do not monitor or review the content of other party’s websites which are linked to from Scanifly’s website. Opinions expressed or material appearing on such websites are not necessarily shared or endorsed by us and should not be regarded as the publisher of such opinions or material. Please be aware that we are not responsible for the privacy practices, or content, of these sites. If you do create a link to a page of the Scanifly website you do so at your own risk and the exclusions and limitations set out above will apply to your use of this website by linking to it. We encourage our users to be aware when they leave our site & to read the privacy statements of these sites. You should evaluate the security and trustworthiness of any other site connected to this site or accessed through this site yourself, before disclosing any personal information to them. This Company will not accept any responsibility for any loss or damage in whatever manner, howsoever caused, resulting from your disclosure to third parties of personal information.

Content Posted on Other Websites.

We have not reviewed, and cannot review, all of the material, including computer software, made available through the websites and webpages to which scanifly.com links, and that link to scanifly.com. Scanifly, Inc. does not have any control over ony non-Scanifly websites and webpages, and is not responsible for their content or their use. By linking to a non-Scanifly website, or webpage, Scanifly does not represent or imply that it endorses such website or webpage. You are responsible for taking precautions as necessary to protect yourself and your computer systems from viruses, worms, Trojan horses, and other harmful or destructive content. Scanifly disclaims any responsibility for any harm resulting from your use of non-Scanifly websites and web pages.

Copyright Notice.

Trademarks; Publicity.  Any use of the name or any trade name, trademark or service mark of a Party or any of its Affiliates in any promotion, advertising or other similar materials or in any publicity or news releases by the other Party or any Affiliate of the other Party shall be subject to the prior written approval of the first Party and its Affiliates, as the case may be.  Notwithstanding the foregoing, excluding if the Customer requests in opposition, the Company shall have the right to use Customer’s name and logo (in accordance with Customer’s standard guidelines to the extent provided to Company) to publicly disclose (including on client lists published on Company’s website) that Customer is a user of Company’s services, or to present such name and logo as part of the Services under this Agreement.  From time to time Customer shall provide a quote from a senior executive for Company’s use, attesting to Customer’s experience with the Services.

Intellectual Property

This Agreement does not transfer from Scanifly to you any Scanifly or third party intellectual property, and all rights, title, and interest in and to such property will remain (as between the parties) solely with Scanifly Inc, Scanifly.com, Scanifly.solar, Scanifly3D.com, Scanifly. The Scanifly logo and all other trademarks, service marks, graphics, and logos used in connection with the Application and Website may be the trademarks of other third parties. Your use of the Website and Applications grants you no right or license to reproduce or otherwise use any Scanifly or third-party trademarks.

Communication.

We have several different email addresses for different queries. These, & other contact information, can be found on our Contact Us link on our website or via Company literature or via the Company’s stated telephone, facsimile or mobile telephone numbers.

Waiver.

Failure of either Party to insist upon strict performance of any provision of this or any Agreement or the failure of either Party to exercise any right or remedy to which it, he or they are entitled hereunder shall not constitute a waiver thereof and shall not cause a diminution of the obligations under this or any Agreement. No waiver of any of the provisions of this or any Agreement shall be effective unless it is expressly stated to be such and signed by both Parties.

General.

The laws of the United States govern these terms and conditions. By accessing this application you consent to these terms and conditions and to the exclusive jurisdiction of the US courts in all disputes arising out of such access. If any of these terms are deemed invalid or unenforceable for any reason (including, but not limited to the exclusions and limitations set out above), then the invalid or unenforceable provision will be severed from these terms and the remaining terms will continue to apply. Failure of the Company to enforce any of the provisions set out in these Terms and Conditions and any Agreement, or failure to exercise any option to terminate, shall not be construed as a waiver of such provisions and shall not affect the validity of these Terms and Conditions or of any Agreement or any part thereof, or the right thereafter to enforce each and every provision. These Terms and Conditions shall not be amended, modified, varied, or supplemented except in writing and signed by duly authorized representatives of the Company.

Miscellaneous.

Assignment.  This Agreement shall be binding upon the Parties’ respective successors and permitted assigns.  Customer shall not assign its rights or obligations under this Agreement without the prior written consent of Company. Nothing herein shall prohibit Company from: (i) engaging Affiliates, licensors, subcontractors and third party service providers to perform its obligation under this Agreement, in which case Company shall require such Affiliates, licensors, subcontractors and third party service providers to comply with all applicable Company obligations hereunder or (ii) assigning this Agreement, and its rights and obligations hereunder, to an Affiliate of Company, or to any subsidiary or division of Company, or in connection with the sale of all or substantially all of its assets, or to a successor in connection with a merger.  Company shall remain fully responsible for its obligations hereunder

Equitable Relief.  The Parties agree that a breach by a Party of the provisions of Sections 2.1 2.2, 3.3, , 3.4, 6.2, or 10 would cause the other Party irreparable harm for which money damages would be inadequate.  Accordingly, in the event of a breach by one Party the other Party shall be entitled to injunctive relief in addition to its other remedies and to the recovery of all costs and attorney’s fees incurred in enforcing its rights, without the necessity of posting bond.

Notices.  Any notices or other communications required or permitted to be given or delivered under this Agreement shall be in writing (unless otherwise specifically provided herein) and shall be sufficiently given if: (i) delivered personally; (ii) mailed by certified or registered mail return receipt requested, postage prepaid; or (iii) sent by overnight guaranteed delivery service, and addressed to the Party’s proper address as set forth on the relevant Order Form or to such other address or addressee as either Party may from time to time designate to the other by written notice.  Any such notice or other communication shall be deemed to be given as of the date it is delivered to the recipient.

Governing Law.  This Agreement shall be governed by, and construed in accordance with, the laws of the State of New York without reference to the conflict of laws provisions thereof.  In any action to enforce this Agreement or arising out of this Agreement, the Customer consents to the jurisdiction of and venue in the federal and state courts in New York, NY, for the adjudication of all matters relating hereto or arising hereunder.  The parties unconditionally waive their respective rights to a jury trial for any claim or cause of action arising out of or relating to, directly or indirectly, this Agreement, any of the related documents, or any dealings between them arising out of or relating to the subject matter of this transaction or any related transactions.

Force Majeure.  Company cannot ensure uninterrupted or error-free service or access to the Services.  There may be periods where access to the Services is delayed, limited or not available.  Except for any payment obligations hereunder, the performance of either Party under this Agreement may be suspended to the extent and for the period of time that such Party is prevented or delayed from fulfilling its obligations due to causes beyond its reasonable control (including acts of God, acts of terrorism, cyberattacks of any kind, acts of civil or military authority including government priorities, new legislation or regulatory requirements, strikes or other labor disturbances, fires, floods, epidemics, wars or riots).

Modifications. No modification, amendment, supplement to or waiver of this Agreement or any of its provisions shall be binding upon the Parties unless made in writing and duly signed by both Parties.  A failure or delay of either Party to: (a) insist upon the performance of any terms or conditions of this Agreement; or (b) exercise any rights or privileges conferred in this Agreement shall not be construed as waiving any such terms, conditions, rights or privileges and the same shall continue and remain in full force and effect.

Severability.  In the event any one or more of the provisions of this Agreement shall for any reason be held to be invalid, illegal or unenforceable, the remaining provisions of this Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable provision, which, being valid, legal and enforceable, comes closest to the intention of the Parties underlying the invalid, illegal or unenforceable provision.

Entire Agreement.  The terms and conditions of any and all Order Forms, referenced terms, and other attachments to this Agreement are incorporated herein by this reference and shall constitute part of this Agreement as if fully set forth herein.  This Agreement constitutes the entire agreement between the Parties and supersedes all previous or contemporaneous agreements, promises, representations, whether written or oral, between the Parties with respect to the subject matter hereof.  Company is not bound by any term or condition that Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing, that differs from or adds to the Agreement unless specifically agreed to in writing by Company.  

Interpretation.  The word “including” and its grammatical variations shall be deemed to be followed by “without limitation”.  Unless the context otherwise requires, the word “or” shall be deemed to mean “and/or”.  “Will” shall be deemed to mean “shall”.  “Such as”, “for example” and “e.g.,” shall each be deemed to mean “for example, but without limitation”.  Headings in this Agreement are to assist the reader and do not constitute a part hereof.

Independent Contractors.  The relationship of the Parties shall be that of independent contractors.  Any employee, servant, subcontractor or agent of Company who is assigned to provide services under this Agreement shall remain at all times under the exclusive direction and control of Company and shall not be deemed to be an employee, servant, subcontractor or agent of Customer.  Neither Party will represent that it has any authority to assume or create any obligation, express or implied, on behalf of the other Party, or to represent the other Party as agent, employee, or in any other capacity, except as specifically provided herein.

Surviving Terms.  In addition to this Section 14.11, the provisions of Sections 4, 5, 6.4 through 6.7, 7, 8, 10, 13 and 14  and any other obligation under this Agreement which is to survive or be performed after termination of this Agreement shall survive the termination of this Agreement.

Non-Recourse.  All claims or causes of action (whether in contract or in tort, in law or in equity) that may be based upon, arise out of or relate to this Agreement, or the negotiation, execution or performance of this Agreement (including any representation or warranty made in or in connection with this Agreement or as an inducement to enter into this Agreement), may be made only against the entities that are expressly identified as the Parties. 

Notification of Changes

The Company reserves the right to change these conditions from time to time as it sees fit and your continued use of the application and website will signify your acceptance of any adjustment to these terms. Any changes to our privacy policy will be posted on our website 30 days prior to these changes taking place. You are therefore advised to re-read this statement on a regular basis.

These terms and conditions form part of the Agreement between the Client and ourselves. Your accessing of this website and/or application indicates your understanding, agreement to, and acceptance of, the Disclaimer Notice and the full Terms and Conditions contained herein. Your statutory Consumer Rights are unaffected.

Definitions 

“Affiliate” of a Party means any other entity that, directly or indirectly, controls, is controlled by, or is under common control with such Party.  For the purpose of this definition, “control” means the ownership of more than fifty percent (50%) of the voting securities of an entity, and with respect to not-for-profit entities, the right to designate or appoint, directly or indirectly, 50% or more of such entity’s members, directors, governors, trustees or other governing body.  “Controlled by” and “under common control with” have correlative meanings.

 “Confidential Information” means all technical, business and other information of any kind of a Party furnished or disclosed to the other Party from time to time, before or during the Term (as defined below), that (a) is designated by such Party as confidential or proprietary; (b) would reasonably be viewed as confidential to such Party or a third party; (c) would reasonably be viewed as having value to a competitor of such Party; or (d) if disclosed, accessed or used without authorization, would cause a material adverse impact on such Party’s business, operations or security. Without limiting the generality of the foregoing, Confidential Information of Company includes the Services, the Company Documentation and all data and information regarding the activities of Company’s business.  Notwithstanding the foregoing, Confidential Information does not include information that a Party can document (x) is or has become known in the public domain without breach by such Party of any obligation to the other Party or any other person or entity; (y) was in the lawful, authorized possession of such Party prior to disclosure by the other Party; or (z) was independently developed by such Party without reference to, or use of, any Confidential Information of the other Party.

“Customer Data” means any and all (a) data and information in any form that is inputted, submitted, uploaded or otherwise transferred by or on behalf of Customer or any Authorized User to the Services; and (b) data produced as a result of the Services processing the data and information described in (a) above.  

“Implementation Services” means the implementation and training services that may be provided by Company to Customer in connection with the initial configuration and implementation of the Services, as set out in the Implementation Plan. 

“Company Documentation” means the standard published materials authorized and distributed by Company to its customers that describe the use of the Services.

“Personal Information” or “PII” means: (a) information or data that identifies or can be used to identify an individual (including an individual’s name, signature, mark, address, email address, telephone number, Social Security number, driver’s license number, or any other unique identifier); (b) information or data that can be used to authenticate an individual (including unique access codes, passwords, personal identification numbers, answers to security questions, biometric data, or other unique personal identifiers); (c) Protected Health Information (“PHI”) as defined by HIPAA limited to the information created, received, maintained or transmitted by or to Company; or (d) any other information or data as defined by applicable privacy and/or data security laws or regulations.  For clarity, Usage Data is not Personal Information or PHI.

“Services” means the service provided by Company of making its proprietary software available to Customer on a hosted, software-as-a-service basis, as described in the Company Documentation.

“Third Party Software” means software and/or systems owned or distributed by third parties and that are incorporated into, provided with, or utilized by the Services, or otherwise used in connection with the Services.

“Usage Data” means any data other than Customer Data which is generated by Authorized Users’ use of the Services.

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