Version 1.1, Effective February 8, 2022
The Hoverfly Technologies website located at www.hoverflytech.com (the “Site”) is operated by Hoverfly Technologies, Inc. (“Hoverfly” or “Company”). Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.
These Terms are legally binding terms and conditions that govern your use of the Site. BY ACCESSING AND/OR USING THE SITE, YOU AGREE TO THESE TERMS and you represent that you have the authority and capacity to enter into these Terms. YOU SHOULD BE AT LEAST 18 YEARS OF AGE TO ACCESS THE SITE. IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.
THESE TERMS REQUIRE THE USE OF ARBITRATION SECTION 10.2 ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
1. Access to the Site
a. Subject to these Terms. Company grants you a non-transferable, non-exclusive, revocable, limited license to access the Site solely for your own personal, noncommercial use to obtain information about Company’s products and services.
b. Updates. Any future release, update, or other addition to functionality of the Site shall be subject to these Terms.
c. Certain Restrictions. The rights approved to you in these Terms are subject to the following restrictions: (i) you shall not sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site; (ii) you shall not change, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site; (iii) you shall not access the Site in order to build a similar or competitive website; (iv) except as expressly stated herein, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; (v) you shall not to insert any code or product or manipulate the Site in any way that affects the user’s experience including, without limitation, taking any action that imposes, or may impose, an unreasonable or disproportionately large load on the Site; and (vi) you shall not to use any data mining, web crawlers, robots, cancelbots, spiders, Trojan horses, or any data gathering or extraction method in connection with your use of the Site except for customary search engines used in accordance with automated instructions directed to search engines and available on the Site. You further agree not to, without first obtaining Company’s express written permission, (i) use any of its trademarks as metatags on other web sites; (ii) use the Site in any manner that is illegal or impairs the operation of the Site or its availability or usage by others; and/or (iii) display any part of the Site in frames (or any content via in-line links).
d. Notices. All copyright and other proprietary notices on the Site must be retained on all copies thereof.
e. Operation of the Site. Company reserves the right to change, suspend, or cease operation of the Site with or without notice to you. You agree that Company will not be held liable to you or any third-party for any change, interruption, or termination of the Site or any part.
f. No Support or Maintenance. You agree that Company will have no obligation to provide you with any support in connection with the Site.
g. Intellectual Property. You agree that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by Company or Company’s suppliers or licensors. Neither these Terms and nor your ability to access the Site give you any rights, title or interest in or to any intellectual property rights, except for the limited access rights granted in Section 2.1. Company and its suppliers and licensors reserve all rights not granted in these Terms.
h. Feedback. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to Company are not confidential and shall become the sole property Company, and you agree to assign, and hereby assign, all rights, title and interest, including all intellectual property rights, in such Submissions to Company.
a. General. Portions of the Site available to different users may vary. You agree not to use or access, or attempt to use or access, any portion of the Site for which you are not intentionally given access by us.
b. User Accounts. If you have purchased products from us, we may permit you to create an account to access certain product information and resources (each a “User Account”). Do not attempt to create a User Account unless you have purchased one or more products from us.
c. Information Provided. If you provide any information to us, you agree to provide only true, accurate, current and complete information.
d. Access to your User Account. You may not authorize any other person to enter and/or use your User Account. Accordingly, you agree to protect your username and password by, among other things, keeping your username and password confidential. If, notwithstanding the foregoing obligation, you allow another party to use your username and/or password to access your User Account, you will be responsible for all use by that party using your User Account. You agree to (i) immediately notify Company of any unauthorized use of your password or any other breach of security, and (ii) ensure that you exit from your User Account at the end of each session.
3. Third-Party Links & Ads
a. Third-Party Links & Ads. The Site may contain links to third-party websites and services, and/or display advertisements for third-parties (collectively, “Third-Party Links & Ads”). Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads. Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads. You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.
a. No Warranties. The Site is provided on an “as-is” and “as available” basis, and Company and our suppliers expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement with respect to the Site. We and our suppliers make not guarantee that the Site will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. If applicable law requires any warranties with respect to the Site, all such warranties are limited in duration to ninety (90) days from the date of first use.
b. Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
5. Limitation on Liability
a. No Indirect Damages. To the maximum extent permitted by applicable law, in no event shall Company or our suppliers be liable to you or any third-party for any lost profits, lost data, costs of procurement of substitute products, or any indirect, consequential, exemplary, incidental, special or punitive damages arising from or relating to these Terms or your use of, or inability to use the Site even if Company has been advised of the possibility of such damages. Access to and use of the Site is at your own discretion and risk, and you will be solely responsible for any damage to your device or computer system or loss of data resulting therefrom.
b. Limit on Damages. To the maximum extent permitted by applicable law, and notwithstanding anything to the contrary contained herein, our liability to you for any damages arising from or related to this these Terms will at all times be limited to a maximum of fifty U.S. dollars (U.S. $50). The existence of more than one claim will not enlarge this limit. You agree that our suppliers will have no liability of any kind arising from or relating to these Terms.
c. Exceptions. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
6. Term and Termination; Suspension
a. Effect. Subject to this Section 6, these Terms will remain in full force and effect while you use the Site.
b. Suspension/Termination. We may suspend or terminate your rights to use the Site at any time for any reason at our sole discretion, including for any use of the Site in violation of these Terms. You agree that if your authorization to access or use the Site is terminated, you will not thereafter enter, or attempt to enter, the Site, directly or indirectly, and if your authorization to enter the Site is suspended, you will not thereafter enter, or attempt to enter, the Site, directly or indirectly, until your suspension is removed and Company gives you express notice thereof.
c. No Liability. Company will not have any liability whatsoever to you for any termination of your rights under these Terms.
d. Survival. Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 1(c), 1(h), 4, 5, 6(b) – (d), 7 and 8.
7. Dispute Resolution – Arbitration
a. General. Please read this Section 7 carefully. It is part of your agreement with Company and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
b. Applicability of Arbitration Requirement. Except as expressly set forth in this Section 7, all claims and disputes arising in connection with the Terms or the use of the Site that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under these Terms. Unless otherwise agreed to, all arbitration proceedings shall be held in English. These Terms apply to you and the Company, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns.
c. Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written “notice of dispute” describing the nature and basis of the claim or dispute, and the requested relief (each a “Notice”). A Notice to the Company should be sent to: 12151 Research Parkway, Suite 100, Orlando, FL 32826. After the Notice is received, you and the Company may attempt to resolve the claim or dispute informally. If you and the Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award to which either party is entitled.
d. Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”). If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR provider. The rules of the ADR provider shall govern all aspects of the arbitration except to the extent such rules are in conflict with the Terms. The AAA Commercial Arbitration Rules governing the arbitration are available online at adr.org or by calling the AAA at 1-800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its own costs and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR provider.
e. Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
f. Time Limits. If you or the Company pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations and within any deadline imposed under the AAA Rules for the pertinent claim.
g. Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities of you and the Company, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and the Company.
h. Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under these Terms. In the event any litigation should arise between you and the Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND THE COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
i. Waiver of Class or Consolidated Actions. All claims and disputes within the scope of this arbitration clause must be arbitrated or litigated on an individual basis and not on a class basis, and claims of more than one customer or user cannot be arbitrated or litigated jointly or consolidated with those of any other customer or user.
j. Confidentiality. All aspects of the arbitration proceeding shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce these Terms, to enforce an arbitration award, or to seek injunctive or equitable relief.
k. Severability. If any part or parts of this Section 7 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of these Terms shall continue in full force and effect.
l. Right to Waive. Any or all of the rights and limitations set forth in this Section 7 may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of these Terms.
m. Small Claims Court. Notwithstanding the foregoing, either you or the Company may bring an individual action in small claims court.
n. Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under these Terms.
o. Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to the arbitration requirements of this section.
p. Jurisdiction. In any circumstances where this Section 7 permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Orange County, Florida, for such purposes.
a. Revised Terms. These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by posting notice of the changes on our Site. Any changes to these Terms will be effective thirty (30) calendar days following our posting of notice of the changes on our Site, except that these changes will be effective immediately for new users of our Site. Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by such changes.
b. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.
c. Electronic Communications. The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (i) consent to receive communications from Company in an electronic form; and (ii) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal obligation that such communications would satisfy if it were be in a hard copy writing.
d. Entire Terms. These Terms constitute the entire agreement between you and us regarding the use of the Site. Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”. If any provision of these Terms is held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Company may freely assign these Terms. The terms and conditions set forth in these Terms shall be binding upon assignees.
f. Copyright/Trademark Information. Copyright © 2022 Hoverfly Technologies, Inc. All rights reserved. All trademarks, logos and service marks displayed on the Site (collectively, “Marks”) are our property or the property of other third-parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.
g. Contact Information
Address: 12151 Research Parkway Suite #100, Orlando, FL 32826
Email: [email protected]