OK2FLY TERMS OF SERVICE
IMPORTANT: PLEASE READ THIS CONTRACT CAREFULLY BEFORE USING THIS SERVICE. THESE TERMS OF SERVICE ARE AN AGREEMENT BETWEEN YOU (EITHER AS AN INDIVIDUAL OR A SINGLE ENTITY) AND AVSOFT AUSTRALIA PTY LTD, AN AUSTRALIAN COMPANY HAVING ITS REGISTERED OFFICE AT 64 NORTH TERRACE, KENT TOWN, SOUTH AUSTRALIA 5067, AUSTRALIA ("AVSOFT"). IF YOU ARE ACCESSING THE SERVICE ON BEHALF OF A COMPANY OR ORGANIZATION, YOU CERTIFY THAT YOU ARE AUTHORIZED TO AGREE TO THIS AGREEMENT ON BEHALF OF SUCH ORGANIZATION, AND "YOU" AS USED IN THIS AGREEMENT WILL MEAN ALL AUTHORIZED USERS WITHIN YOUR ORGANIZATION. BY USING THE SERVICE, YOU ARE AGREEING TO THESE TERMS OF SERVICE (THIS "AGREEMENT"). IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, DO NOT ACCESS OR USE THIS SERVICE.
1	About this Agreement
	Definitions
1.1.	In this Agreement, unless the context requires otherwise:
	1.1.1.	Business Day means a day that is not a Saturday, Sunday or a public holiday in Melbourne, Australia;
	1.1.2.	Confidential Information has the meaning given to that term in clause 8;
	1.1.3.	Customer Data means all data generated or owned by the You or Your Representatives and processed or collected by the Services;
	1.1.4.	Emergency Maintenance means emergency maintenance performed by AvSoft to the Software that was not reasonably foreseeable such that it could reasonably have been undertaken as Scheduled Maintenance, and which is undertaken to reduce the possibility of impending faults to the Software or services provided to AvSoft's customer base (for example, the application of an urgent software patch to address a critical security vulnerability);
	1.1.5.	Force Majeure Event means an event beyond a party's reasonable control affecting the performance of its obligations and includes:
		(a)	natural events such as fire, flood, earthquake and epidemic;
		(b)	industrial action including strikes;
		(c)	war or national emergency;
		(d)	action or inaction by a government agency or regulator, except where caused due to a party's failure to comply with relevant laws and regulations;
		(e)	terrorist acts including cyberterrorism and acts of vandalism; and/or
		(f)	failure of a telecommunications service or electricity supply where supplied by a reputable utility provider;
	1.1.6.	Intellectual Property Rights includes patents, copyright, trade marks and service marks (whether common law or registered), trade secrets, source and object code, registered designs or other design rights, rights in circuit layouts, domain names, any right to have confidential information kept confidential and any other rights of a proprietary nature in or to the results of intellectual activity in the industrial, commercial, scientific, literary or artistic fields whether registrable or not and wherever existing in the world;
	1.1.7.	Malicious Code includes code known as viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs that may perform unauthorised processes on a computer or network;
	1.1.8.	Personal Information means information that may be used to identify an individual;
	1.1.9.	Representative means a director, employee, agent, contractor or sub-contractor of a party, and for You, includes any person that the You permit to access or use the Software;
	1.1.10.	Scheduled Maintenance means maintenance performed by AvSoft in relation to the Software, in respect of which AvSoft has provided at least 5 Business Days' prior public notice;
	1.1.11.	Services means the services to be supplied by AvSoft to You as described in this Agreement, together with any applications and services available via the Ok2Fly web site at www.ok2fly.com.au;
	1.1.12.	Software means any software facilitating the provision of the Services;
	1.1.13.	Term means the entire term of this Agreement;
	1.1.14.	Territory means Australia;
	1.1.15.	Third Party IP means Intellectual Property Rights of a third party (including software) used by, or incorporated in, the Software or the Services;
	Interpretation
1.2.	In this Agreement, unless otherwise specified:
	1.2.1.	clause headings are for ease of reference only and will not be relevant to interpretation;
	1.2.2.	the expressions "such as", "including", "like", "for example" and similar expressions are deemed in all cases to be followed by the words "without limitation";
	1.2.3.	words importing the singular embrace the plural and vice versa;
	1.2.4.	a reference to a person includes bodies corporate and unincorporated associations and partnerships and vice versa;
	1.2.5.	a reference to a document includes that document as novated, altered, supplemented or replaced from time to time in accordance with this Agreement;
	1.2.6.	nothing in this Agreement is to be interpreted against a party solely on the ground that the party drafted this Agreement or any part of it;
	1.2.7.	where a word or phrase is given a particular meaning, other parts of speech and grammatical forms of that word or phrase have corresponding meanings; and
	1.2.8.	monetary references are references to Australian (AUD) currency.
2	General Terms of Use
	Nature of the Services
2.1.	The Services are intended to provide information of a general nature about drone usage regulations within the Territory. The Services are not (and are not intended to act as) a substitute for independent verification of applicable drone usage restrictions in Your location. You should always check local laws and regulations, and other official sources of information in Your location to confirm freedom to operate a drone. Laws and regulations change from time to time and while reasonable efforts are made, the Services may not reflect recent changes to laws, regulations and regulator directions and guidance.
2.2.	The information provided as part of the Services is intended to be used in relation to remotely piloted drone aircraft, and, and is not to be used for the purpose of air navigation for piloted (manned) aircraft.
	Your Usage
2.3.	You remain solely responsible for ensuring that any operation of a drone by You is safe and lawful. Without limiting the foregoing, You should continue to check official sources for information about how and where drone flying can safely and lawfully occur. Any indication by the Services that a particular area is safe or available for drone flying is provided as general guidance only and is not intended to act as a substitute for information from official sources. The Services do not directly assist in drone piloting, so you remain solely responsible for, among other things, avoiding obstacles and other air traffic, and ensuring that your drone is within your line-of-sight and effective control at all times.
2.4.	The Services do not take account of the capabilities or limitations of any particular model of drone. As such, you are responsible for ensuring that You operate drones in accordance with all terms, conditions and manufacturer instructions relating to a drone.
2.5.	Regardless of whether the Services are used in conjunction with your operation of a drone, it is your sole responsibility to monitor conditions and hazards, and to operate your drone safely.
	Updates to Software
2.6.	AvSoft may (but is not obliged to) modify the Services and the Software from time to time without notice to You. AvSoft will endeavor to publish general notifications about any updates to the Services and the Software.
	Compliance
2.7.	In using the Services, You and where relevant, Your Representatives must:
	2.7.1.	comply with all applicable laws, regulations, and this Agreement;
	2.7.2.	co-operate with AvSoft in any investigation of use of the Services that may breach this Agreement;
	2.7.3.	ensure that the Customer Data that resides on, and is transmitted and received via the Services:
		(a)	does not infringe any Intellectual Property Rights of a third party;
		(b)	does not contravene applicable privacy laws and regulations;
		(c)	is not defamatory; and
		(d)	is not otherwise unlawful;
	2.7.4.	not permit the Services to be used for an unlawful or inappropriate purpose, such as unlawful or unsafe flying operations, piloting or navigation of a manned aircraft, harassment, invasion of privacy, unauthorised access to or interference with network services or equipment, storage or distribution of Malicious Code, unsolicited or deceptive messages, harassment, or compromising the security or integrity of passwords or network information;
	2.7.5.	not modify the Services or the Software, including the removal of any proprietary rights notices or markings, or otherwise make any derivative works based on the Services; or
	2.7.6.	not use the Services other than for their intended purpose or in any manner that could interfere with, disrupt, or negatively affect other users from enjoying the Services.
2.8.	You must not attempt to reverse engineer, reverse-assemble or reverse-compile or otherwise endeavor to obtain the source code of the Software from any object code provided.
	Security
2.9.	You, and where relevant, Your Representatives must:
	2.9.1.	keep all account identification and log-in information, including passwords, secure and confidential to prevent unauthorised access to or use of the Services and promptly notify AvSoft of any unauthorised access or use; and
	2.9.2.	be responsible for the use of the Services by anyone who accesses the Services with Your account credentials.
	No resale
2.10.	Unless otherwise agreed in writing, You must use the Services only for Your personal use and must not re-sell or sub-license the Services or the Software.
3	Mapping and other Data
3.1.	Airspace information related to Australia is not approved under Australian Civil Aviation Safety Regulation Part 175 (CASR Part 175), is advisory only, and is not to be used for the purpose of air navigation.
3.2.	The Services may contain aeronautical, mapping, location and other data created or collected by AvSoft and/or its related entities (AvSoft Data). While AvSoft takes reasonable care in the collection and creation of the AvSoft Data, AvSoft does not warrant that the AvSoft Data is complete, up-to-date or error-free.
3.3.	Data (including non-aeronautical data) used by Ok2Fly is derived from government and other third-party sources. Except as expressly otherwise described in this Agreement or to the extent required by law, AvSoft exercises no control over the quality and content of aeronautical, mapping, location and other data sourced from third parties and provided to You as part of the Services, and AvSoft has no obligation to exercise any such control. You acknowledge the uncertainty inherent in environmental measurements, forecasts and predictions (including, without limitation, real-time weather data and weather forecasts) and You acknowledge that such measurements, forecasts and predictions may be partly or wholly inaccurate.
4	Technical Support and Additional Services
4.1.	You acknowledge that AvSoft is not obliged under this Agreement to provide technical support, installation, commissioning, or acceptance testing services in relation to the Software or the Services.
4.2.	At its discretion, AvSoft may make available additional technical support and other Services beyond the scope detailed in this Agreement for an additional charge.
5	Maintenance
5.1.	From time to time, in order to enhance the security and reliability of the Software, AvSoft may conduct Scheduled Maintenance and Emergency Maintenance.
5.2.	AvSoft will use reasonable efforts to minimise disruption to the Software when carrying out Scheduled Maintenance or Emergency Maintenance.
6	Fees, Payment and Tax
	Billing
6.1.	The Services may include products or features that require You to make payment for your usage. AvSoft may change the pricing of the Services at any time by giving at least 7 days' prior notice to You.
6.2.	By providing a credit card or other payment method, You represent and warrant that you are authorized to provide that payment method, and You authorise AvSoft (or our third party payment processor) to charge You for:
	6.2.1.	the amount of your order; and
	6.2.2.	any applicable tax, duty or impost imposed on the supply of the Services.
	Taxes
6.3.	Taxes are not included in the pricing of Services. Except for taxes based on AvSoft's net income, You will pay all applicable sales, use, value-added, excise and any other taxes or customs duties. In the event that You furnish a valid tax exemption certificate, AvSoft will honor such exemption in the next billing cycle. All fees and other amounts payable by You under this Agreement are, unless otherwise specified, expressed as amounts net of any applicable deductions and withholding taxes that may be payable in connection with this Agreement and the Software and Services provided pursuant to it.
	GST
6.4.	In this clause 6:
	6.4.1.	GST has the meaning it does in section 195-1 of the GST Act;
	6.4.2.	GST Act means A New Tax System (Goods and Services Tax) Act 1999 and any related or similar legislation;
	6.4.3.	Recipient has the meaning ascribed to that term in the GST Act;
	6.4.4.	Supplier has the meaning ascribed to that term in the GST Act; and
	6.4.5.	Supply has the meaning it does in section 9-10 of the GST Act and excludes any "GST-free supplies" and "input taxed supplies" as those terms are defined in section 195-1 of the GST Act.
6.5.	In this Agreement, unless the contrary intention appears or the context requires otherwise:
	6.5.1.	the amounts payable by the Recipient to the Supplier for, or in connection with, any Supply under this agreement do not include any GST;
	6.5.2.	the Recipient must pay the Supplier an additional amount on account of GST equal to the amounts payable by the Recipient for the Supply multiplied by the prevailing GST rate;
	6.5.3.	the additional amount on account of GST is payable at the same time and in the same manner as the amounts payable by the Recipient are required to be paid to the Supplier; and
	6.5.4.	prior to or immediately upon receipt of payment of the amount and the additional amount on account of GST, the Supplier must provide the Recipient with a tax invoice which is in an approved form for GST purposes.
7	Intellectual Property
	Licensing and Software
7.1.	You hereby grant AvSoft a license to use the Customer Data strictly for the purpose of providing real-time drone flight traffic information, on an appropriately de-identified basis, to aviation regulators and the Ok2Fly customer base.
7.2.	You acknowledge that AvSoft is the owner and/or authorized licensee of all Intellectual Property Rights in the Software.
7.3.	You must ensure that You and Your Representatives do not infringe the Intellectual Property Rights of AvSoft.
8	Privacy
8.1.	If, as a result of this Agreement, AvSoft is able to access any Personal Information collected, transmitted or stored by You or Your Representatives, then:
	8.1.1.	You must procure (by, for example, obtaining all necessary consents and approvals) that:
		(a)	the storage of such Personal Information in, or transmission of such Personal Information via, the Software; and
		(b)	AvSoft's access to such Personal Information subject to the terms of this Agreement, is not inconsistent with privacy laws and regulations in Your location; and
	8.1.2.	AvSoft must, in addition to complying with its own legal obligations with respect to privacy:
		(a)	not collect or use such Personal Information other than for the purpose of performing its obligations under this Agreement and/or maintaining the functionality of the Services for AvSoft's customer base; and
		(b)	immediately notify You in writing about any accidental or unauthorised access to such Personal Information.
9	Warranties
9.1.	Each party warrants that:
	9.1.1.	if it is a company, it is a corporation incorporated and validly existing under the laws of its place of incorporation;
	9.1.2.	it has all requisite power and authority to perform this Agreement and can do so without the consent of any other person;
	9.1.3.	the execution and delivery of this Agreement by it and the performance of its obligations hereunder have been duly and validly authorised by all necessary action on the part of the party;
	9.1.4.	this Agreement creates valid and binding obligations of the party enforceable in accordance with their terms;
	9.1.5.	the execution and delivery of this Agreement by a party does not violate or conflict with any of the provisions of its constitution; and
	9.1.6.	the party is not insolvent.
9.2.	You warrant that You have not relied on any representation made by or on behalf of AvSoft that is not expressly stated in this Agreement.
10	Indemnities
10.1.	You indemnify AvSoft and its Representatives (AvSoft Indemnified Parties) against all claims, actions, demands, proceedings (whether legal or administrative), liabilities, losses, damages and expenses (including legal expenses) arising out of or related to:
	10.1.1.	loss, damage and injury caused to third parties and their property by your negligent, reckless or intentionally harmful operation of a drone in connection with the Service;
	10.1.2.	loss, damage and injury to you and your property caused by your negligent, reckless or intentionally harmful operation of a drone in connection with the Service;
	10.1.3.	breach of any applicable laws by You and Your Representatives; or
	10.1.4.	use of the Software by You and Your Representatives in a manner contrary to this Agreement or any user documentation for the Services made available by AvSoft,
	10.1.5.	an infringement by You or Your Representatives of the Intellectual Property Rights of AvSoft, except to the extent caused or contributed to by the breach of contract or unlawful act of the Avsoft Indemnified Parties.
11	Liability
	Disclaimers
11.1.	You acknowledge that Your use of the Services, including but not limited to the generation of a flight path for any drone, is at your sole risk. You assume the entire risk related to the operation of your drone and as to the quality and performance of the Services.
11.2.	To the extent permitted by law, and except as otherwise expressly stated in this Agreement:
	11.2.1.	the Software and Services are provided on an "as is" basis. AvSoft disclaims all implied warranties, including any implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, non-infringement, or quiet enjoyment, any warranties arising out of any course of dealing or usage of trade, and warranties that the Software and Services will be timely, uninterrupted and error-free; and
	11.2.2.	You accept all responsibility for the selection of the Services to meet Your requirements.
	Exclusions
11.3.	To the extent permitted by law, neither party is liable to the other party in contract, tort, strict liability or other legal theory for any indirect, consequential, special or exemplary loss or damage including loss of revenue, profits, technology rights, data, interruption or loss of use of services, even if such loss or damage was reasonably foreseeable, arose naturally or was in the contemplation of the parties.
	Maximum Liability
11.4.	To the extent permitted by law, AvSoft's liability to You in relation to the Services is limited, at AvSoft's option to:
	11.4.1.	in the case of Services, re-supplying the Services or paying the cost of having the services resupplied; and
	11.4.2.	in the case of goods (including the Software), repairing or replacing the goods or paying the cost of having the goods repaired or replaced.
11.5.	AvSoft's supply of the Services in Australia may be subject to certain statutory guarantees, including under the Australian Consumer Law, which cannot be excluded by contract. Nothing in this Agreement excludes, restricts or modifies the application of such statutory guarantees or any associated rights or entitlements to remedies.
12	Termination
	Termination for cause
12.1.	Either party may immediately terminate this Agreement or any Service by giving notice to the other party where:
	12.1.1.	the other party is in breach of a material provision of this Agreement which is not capable of remedy;
	12.1.2.	the other party is in breach of a material provision of this Agreement and fails to remedy such breach within 30 days of the first party giving notice requiring the other party to do so; or
	12.1.3.	the other party becomes the subject of either a voluntary (other than for a solvent reconstruction) or involuntary petition for winding-up, receivership, liquidation or insolvency and in the case of an involuntary petition, the proceeding is not dismissed within 60 days.
12.2.	In addition to the rights of termination specified in clause 12.1, AvSoft may terminate this Agreement if You fail to pay fees overdue to AvSoft within 7 days of AvSoft giving You notice requiring You to do so.
	Survival
12.3.	This clause, and any other clause that, by its nature, is intended to survive termination of this Agreement, survives termination of this Agreement and continues in full force and effect following termination.
	Effect of Termination
12.4.	Upon expiry or termination of this Agreement for any reason:
	12.4.1.	You and Your Representatives must immediately cease using the Services, and return or destroy all copies of the Software and related materials within a further 5 Business Days;
	12.4.2.	all Services will be deemed to have been terminated on the effective date of termination of the Agreement, and AvSoft may cease to provide all Services without notice on or after such date; and
	12.4.3.	all outstanding invoices will become immediately due, and You must pay all fees due to AvSoft up to the date of termination.
12.5.	If You exercise a right of termination under clause 12.1, then You will be entitled to a refund, on a pro-rata basis, for any fees that have been pre-paid for remainder of the then-current Term following the date of termination.
12.6.	Either party's termination of this Agreement or any Service will be without prejudice to any other remedies that it may have at law or otherwise.
13	Miscellaneous Provisions
	Variations to this Agreement
13.1.	You agree that AvSoft may update this Agreement at any time at its reasonable discretion, provided that AvSoft will inform you of such update either directly, through the Services, and/or by publishing the updated Agreement on its web site. If you continue to use the Services after the Agreement has been updated, You will be deemed to have agreed to the terms and conditions of the updated Agreement.
	Notices
13.2.	Any notice, request, demand or other communication required or permitted by this Agreement must be in writing, and must be directed to the recipient's address or email address.
13.3.	Both parties must promptly notify the other of any changes to their address, email address and primary contact person.
	Severability
13.4.	If any provision of this Agreement is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of this Agreement and the remainder of the provision in question will not be affected.
	Assignment
13.5.	Neither party may assign any of its rights under this Agreement without the prior written consent of the other party, other than in the case of a corporate reorganisation, consolidation, merger, or sale of substantially all of a party's assets. Where consent is required, it will not be unreasonably withheld.
	Relationship of parties
13.6.	AvSoft and You are independent contractors and this Agreement does not establish any relationship of partnership, joint venture, employment, franchise or agency between them.
	No merger
13.7.	The warranties, other representations and promises by the parties are continuing and do not merge, and are not extinguished, on completion of this Agreement.
	Waiver
13.8.	A waiver by a party of a provision of or a right under this Agreement is binding on the party granting the waiver only if given in writing and signed by an authorised officer of the party.
13.9.	The failure of a party at any time to enforce any of the provisions of this Agreement or exercise any right or election will not constitute a waiver of those provisions, rights or elections or affect the validity of this Agreement.
	Force majeure
13.10.	A party's obligations are suspended during a Force Majeure Event.
13.11.	Either party may terminate this Agreement or a Service immediately by notice where a Force Majeure Event continues for 60 days.
	Governing Law
13.12.	The laws in force in the State of Victoria, Australia, govern this Agreement and the parties submit to the exclusive jurisdiction of the courts of Victoria, Australia, and the courts that hear appeals from those courts.
	Dispute Resolution
13.13.	If any dispute arises between AvSoft and You, the parties will initially attempt to resolve these through direct dialogue and discussion. Where the dispute cannot be resolved by this mechanism, then the parties will attempt to resolve their differences through mediation.
13.14.	Nothing in clause 13.13 will prejudice either party from terminating the Agreement, exercising any other right under it or instituting proceedings to seek relief.