Customer License Agreement and Terms of Use
Last updated: February 28, 2025
Introduction:
The following terms apply to customers, such as yourself, who have entered into (a) commercial agreement(s) with us (“Commercial Agreement”), for the purpose of obtaining a license to High Lander's Unmanned Traffic Management system solution, including, without limitation, the items listed in the Solution Items in Appendix A (collectively- the "UTM Solution” or “Solution”), and to the render of related services by High Lander, including, without limitation, delivery and integration of UTM Solution tailored to operational needs; ongoing technical expertise, system monitoring, and performance reporting; implementation of upgrades and innovative solutions; and/or participation in functional/technical design, testing, training, and deployment activities (collectively- the “Services”).
By using our Solution, you (“you” or “Customer”) agree to abide by the following terms and conditions and the terms of our Privacy Policy available at: https://www.highlander.io/privacy (collectively, “Terms”). Please read them carefully. If you do not agree to the Terms, please do not use the Solution. Terms not explicitly defined hereunder shall have the meaning assigned to them under the applicable Commercial Agreement. In terms of conflict between the terms of the Commercial Agreement and these Terms with respect to issues covered under these Terms, the terms of these Terms shall prevail.
1. Grant of License and Restrictions on Use:
Highlander Aviation Ltd. (”High Lander” or “us”) shall grant You a non-exclusive, non-transferable, non-sublicensable, non-assignable, revocable, limited in term license use the Solution for the purposes set forth in the applicable Commercial Agreement (the “License”). THE UTM SOLUTION IS LICENSED TO YOU, NOT SOLD. You agree not to: (i) copy, reproduce, sell, license (or sub-license), lease, loan, assign, transfer, or pledge the Solution or any part thereof, or otherwise permit any third party to do any of the foregoing; (ii) modify, disassemble, decompile, reverse engineer, revise or enhance or create any derivative works or otherwise merge or utilize all or any part of the Solution with or into any third party materials or components or attempt to access or discover the Solution’s source code; (iii) place the Solution onto a server so that it is accessible via a public network or use the Solution for timesharing or service bureau purposes; (iv) ship, transfer, or export the Solution or any component thereof or use the Solution in any manner, prohibited by law, including without limitation to, sell, distribute, export or download the Solution: (a) into (or to a national or resident of) Cuba, Iran, Iraq, Libya, North Korea, Sudan, Lebanon or Syria, (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals, (c) to any country to which such export or re-export is restricted or prohibited, or as to which the U.S., or Israeli government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval, or (d) otherwise in violation of any export or import restrictions, laws or regulations of the U.S., Israel or any foreign agency or authority; (v) contest High Lander’s intellectual property rights to the UTM Solution; (vi) perform any act or be responsible to any omission that is illegal or in High Lander’s discretion jeopardizes, destabilizes. interrupts or encumbers the Solution or their server and/or has a detrimental impact on Highlander and/or the UTM Solution; (vii) transmit or upload any spam, viruses, spyware or other harmful, infringing, illegal, disruptive or destructive content, messages or files; (viii) access any Solution and/or their servers through or use with the Solution any unauthorized means, services or tools, including, without limitation, any data mining, robots, or similar automated means or data gathering and extraction tools, including, without limitation, in order to extract for re-utilization of any parts of the Solution; (ix) use the Solution for any purpose other than as permitted by these Terms; (x) utilize the Solution including without limitation any related point of presence, servers and network, in any way which will result in the violation or circumvention of any applicable laws or regulations including, without limitation, those enforcing censorship, privacy, government authority restrictions or other; (xi) directly or indirectly conduct any penetration testing (including to Customer’s systems, network and/or servers) through or using the Solution and/or their respective connectivity or network; (xii) remove or otherwise alter any of High Lander’s trademarks, logos, copyrights or other proprietary notices or indicia, if any, fixed or attached to the Solution; (xiii) disclose, publish or otherwise make publicly available the results of any benchmarking of the Solution; or (ix) cause or permit any third party to do any of the foregoing. You are solely responsible for obtaining, paying for, repairing, and maintaining all the equipment, Solution, hardware, and services required for getting access to and using the Solution, including without limitation paying all fees and other costs related to internet access.
2. Ownership:
All intellectual property rights, including but not limited to copyrights, patents, trade secrets, inventions, and other proprietary rights incorporated in, associated with or relating to the Solution, and any deliverables, modifications, improvements, developments, or outputs created, developed, or delivered by High Lander thereof, as well as any derivative or output under any of the Services rendered to you with respect to the UTM Solution, shall be exclusively owned by High Lander. Customer shall have no ownership rights in such intellectual property and shall only have a limited license to use such intellectual property as specifically set forth in this Agreement.
You agree that any feedback or ideas you provide to High Lander regarding the Solution, their use or any suggested improvements, enhancements or derivatives thereto ("Feedback") will be the exclusive property of High Lander and shall be deemed as High Lander’s intellectual property and confidential information.
3. Flight Planning:
High Lander’s Solution allows Customers to manage flight plans and operations in the airspace, by using the UTM Solution. It's important to note that while the Solution facilitates the planning process, it does not assume any legal responsibility for the actual flights themselves. Customers are responsible for ensuring that their flight management and planning, and the drones managed by the Solution comply with all relevant laws, regulations, and safety guidelines.
4. Situational Awareness:
The Solution provides an operational system that assists in flight area management and planning, and offers situational awareness features. Customers may access features that offer real-time data and analytics regarding environmental conditions, air traffic, and potential hazards. The information and analytics provided by the Solution are aggregated from multiple external sources. High Lander makes no representations or warranties, express or implied, regarding such information's accuracy, completeness, reliability, or quality. The Customer acknowledges and agrees that it is their sole responsibility to independently monitor, verify, and assess such data to ensure the safe and lawful operation of their flight planning, and to ensure that such actions are being taken by the end-users and drone operators. High Lander expressly disclaims, to the maximum extent permitted by law, any and all liability for any damages, losses, or harm incurred by the Customer or any third party as a result of reliance on the situational awareness functionalities of the Solution.
awareness features.
5. Airspace Management:
The Solution includes features that are meant to assist Customers in managing airspace plans and drone operations, including creating, deleting, and managing airspace constraints, regulatory compliance, and conflict resolution support. Customers acknowledge that the Solution serves as a tool to facilitate airspace management but does not replace the Customer’s responsibility to comply with all applicable laws, regulations, and guidelines. High Lander shall not be held liable for any unauthorized, unsafe, or non-compliant airspace activity conducted by the Customer.
6. Customer Warranties and Limitation of Liability:
Customers are solely responsible for the planning and management of the airspace and for the drones and flight activities taking place in such airspace. High Lander is not legally responsible for any damage, injury, or harm caused during the operation of drones or related equipment. Customers acknowledge that airspace management and the use of drones involve inherent risks, and High Lander disclaims any liability for accidents, malfunctions, or other issues that may arise in relation with airspace management and during drone operations. You represent and warrant to High Lander that: (a) you have, and will have at all times, all rights, licenses, and consents required for your use of the Solution; and (b) you and your use of the Solution will comply with all applicable laws, rules, and regulations; and (c) you are not located in or a national or resident of any of the countries or entities referred to in Section 1above (iv) and/or any country or entity that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and are not listed on any U.S. Government list of prohibited or restricted parties. TO THE MAXIMUM PERMITTED UNDER LAW, UNDER NO CIRCUMSTANCES WHATSOEVER WILL HIGH LANDER AND ITS AFFILIATES, PARTNERS, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS, LICENSORS, SUBCONTRACTS AND SUPPLIERS (COLLECTIVELY, “AFFILIATE”) BE RESPONSIBLE OR LIABLE TO YOU OR TO ANY OTHER ENTITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, UNDER ANY LEGAL THEORY, WHETHER CONTRACT, TORT OR OTHERWISE FOR ANY DIRECT, COMPENSATORY, INDIRECT, INCIDENTAL, CONSEQUENTIAL INCLUDING WITHOUT LIMITATION ANY LOST PROFITS AND LOST BUSINESS OPPORTUNITIES, BUSINESS INTERUPTION, REVENUE, INCOME, GOODWILL, USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT RESULT FROM OR RELATE IN ANY MANNER WHATSOEVER TO YOUR USE OF THE SOLUTION, OR RELIANCE ON ANY OF THE SOLUTION OR HIGH LANDER IPR OR TO ANY ERRORS, INACCURACIES, OMISSIONS, DEFECTS, SECURITY BREACHES, OR ANY OTHER FAILURE TO PERFORM BY HIGH LANDER. IN NO EVENT SHALL HIGH LANDER AND ITS AFFILIATE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, HIGH LANDER IPR AND/OR THE SOLUTION, EXCEED $100 US DOLLARS.
7. Privacy:
High Lander’s privacy practices are governed by the High Lander Privacy Policy available at: https://www.highlander.io/privacy
8. Use of Third-Party Services:
If the Solution integrates with or uses any third-party services, files, or components Customers are subject to the terms and conditions of those services, files, or components. High Lander disclaims any liability arising from the use of third-party services, files, or components.
9. Changes and Termination:
High Lander reserves the right to modify or update the Solution, the High Lander IPR, and/or these Terms at any time. Customers will be notified of such changes through the Solution or other communication channels. It is the Customer's responsibility to regularly review these Terms. Continued use of the Solution after any changes constitutes acceptance of the modified Terms or Solution.
High Lander may terminate these Terms and/or suspend your right to access or use any portion or all of the Solution and/or High Lander IPR immediately at High Lander’s sole discretion without notice. Upon termination you shall immediately cease using the Solution and the following Sections shall survive: 2, 4, 5, 6, 7, 8, 9, 10, 11, and 12.
10. Regulatory Compliance:
The Customer acknowledges and agrees that they are solely responsible for compliance with all laws, regulations, and rules including without limitation those that apply to the management of airspace, to flight planning and coordination, and to the operation of unmanned aerial vehicles (UAVs) or drones in their jurisdiction. High Lander's Solution serves as a tool for airspace management and does not relieve the Customer of their obligations under applicable local, state, national, and international laws and regulations. The Customer must ensure that their use of the Solution is in compliance with all applicable legal requirements including without limitation those governing airspace and flight management, and drone operations in their area of operation.
11. Insurance Requirements:
The Customer shall be solely responsible for obtaining and maintaining appropriate insurance coverage for airspace management. High Lander disclaims any liability for incidents or damages arising from the use of its Solution in the Customer's airspace operations planning and management. It is the Customer’s responsibility to ensure that their drone operations are adequately insured as per the requirements of the jurisdiction in which they operate. The Customer agrees that High Lander shall not be held liable for any claims, damages, or losses that may arise due to the absence of, the inadequacy of, or non-compliance with any insurance coverage by the Customer.
12. Entire Agreement; Assignment; Applicable Law and Dispute Resolution:
These Terms are the entire agreement between you and High Lander regarding the subject matter herein. High Lander may assign these Terms, in whole or in part, in its sole discretion. You are not entitled to assign or otherwise transfer the Terms, or any of your rights or obligations hereunder, to any third party without the prior written consent of Highlander. This Agreement and any dispute or claim arising out of or in connection with it are governed by and construed in accordance with the laws of the State of Israel, without giving effect to any choice or conflict of law provision or rule. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be exclusively settled by arbitration in Tel Aviv, Israel, in accordance with the rules of the Israeli Arbitration Association then in effect, and the arbitral decision may be enforced in any court of competent jurisdiction. ANY CAUSE OF ACTION INITIATED BY YOU AND ARISING OUT OF OR RELATED TO THE SOLUTION MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED AND YOU SHALL BE DEEMED TO WAIVE ANY CLAIM YOU MAY HAVE IN RESPECT THEREOF.
13. Indemnification and Limitations:
Customers agree to defend, indemnify and hold High Lander and anyone on its behalf, including but not limited to, all of its owners, managers, officers, affiliates, employees, licensors, and suppliers harmless from any claims, damages, losses, or liabilities arising from their use of the Solution and/or violation of these Terms, and/or infringement of any third-party rights.
14. Disclaimer:
The use of the Solution is at the Customer's own risk. The Solution and/or High Lander IPR are provided “as is” without warranties of any kind. High Lander disclaims any and all warranties, whether expressed or implied. To the fullest extent permissible pursuant to applicable law, High Lander disclaims all warranties, express or implied, including without limitation implied warranties of merchantability, security, noninfringement and fitness for a particular purpose. High Lander does not warrant or make any representations regarding the use or the results of the use of the High Lander IPR or Solution including without limitation their correctness, usefulness, accuracy, reliability, availability or otherwise. you are responsible for taking all precautions necessary or advisable to protect you against any claim, damage, loss or hazard that may arise by virtue of your use of or reliance upon the Solution and/or any of the High Lander IPR.
15. Contact Information:
If you have any questions or concerns about these Terms, please contact us at Support@highlander.io
Thank you for using High Lander!
Appendix A
