Terms of Service

These Terms of Service (these "Terms") are a binding agreement between Vertical Aspect, LLC ("Vertical Aspect," "we," "us," or "our") and the individual or entity accessing or using our platform ("Customer," "you," or "your"). By creating an account, clicking to accept, or using the Services, you agree to these Terms. If you are accepting on behalf of an organization, you represent that you have authority to bind that organization.

PLEASE NOTE: Section 15 contains a binding arbitration provision and class action waiver that affect your legal rights. Please read it carefully.

1. The Services

Vertical Aspect provides a cloud-based data management and analytics platform for aerial and geospatial data (the "Services"). The Services allow you to collect data via supported drone-in-a-box systems or upload your own imagery and data; process that data using photogrammetry into maps, models, and related outputs; and visualize, download, and analyze those outputs through our dashboard, including digitizing polygons, calculating volumetrics, cut and fill, and change over time, and managing your mapping information in a project database.

2. Accounts and Eligibility

You must provide accurate and complete registration information and keep it current. You are responsible for all activity under your account and for maintaining the confidentiality of your credentials. You must notify us promptly of any unauthorized use. The Services are intended for business, governmental, and professional use by persons at least 18 years of age.

3. Subscriptions, Fees, and Payment

3.1 Subscriptions. The Services are sold on a subscription basis. Fees, subscription tiers, usage allotments (such as processing or storage limits), and billing periods are described at the time of purchase or in an applicable order form.

3.2 Automatic Renewal. Unless otherwise stated in an order form, subscriptions automatically renew for successive periods equal to the initial term unless either party cancels before the end of the current period. You may cancel through your account settings or by contacting us. Cancellation takes effect at the end of the current billing period; fees already paid are non-refundable except where required by law.

3.3 Payment. You authorize us and our payment processor to charge your payment method for all fees when due. Late amounts may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Fees are exclusive of taxes; you are responsible for all applicable taxes other than taxes on our net income.

3.4 Price Changes. We may change subscription pricing effective upon your next renewal, with at least 30 days' prior notice.

3.5 Suspension. We may suspend access to the Services for accounts with overdue payment after reasonable notice.

4. Your Content and Data Ownership

4.1 Ownership. As between you and Vertical Aspect, you retain all rights, title, and interest in and to the data, imagery, flight logs, telemetry, and other materials you upload to or collect through the Services, together with the processed outputs generated from them (collectively, "Customer Content").

4.2 License to Us. You grant Vertical Aspect a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, display, and create derivative works of Customer Content as necessary to provide, maintain, secure, and improve the Services and as otherwise permitted by these Terms (including Section 4.3) and our Privacy Policy.

4.3 Machine Learning and Marketing Use. You acknowledge and agree that Vertical Aspect may use Customer Content and data derived from your use of the Services: (a) to develop, train, test, and improve our machine learning models, photogrammetry processing, analytics, and other technology underlying the Services; and (b) in our marketing and promotional materials, including sample imagery, visualizations, and case studies, provided that we will not identify you or your organization by name in marketing materials without your consent and will not disclose your Confidential Information. We reserve these rights notwithstanding any other provision of these Terms. Opt-Out: You may opt out of the uses described in this Section 4.3 at any time by written notice to info@verticalaspect.com. An opt-out will take effect within 30 days of receipt and applies prospectively only; it does not require us to retrain models already trained, withdraw materials already published, or delete aggregated or de-identified data. We may also use data derived from your use of the Services in aggregated or de-identified form for any lawful purpose.

4.4 Data Export and Deletion. You may export Customer Content through the Services' download features at any time during your subscription. For 30 days following termination or expiration, we will make Customer Content available for export upon request, after which we may delete it in accordance with our retention practices.

5. Your Responsibilities for Drone Operations and Data Collection

You are solely responsible for the operation of any drone, drone-in-a-box system, or other data collection equipment you use, whether or not it integrates with the Services. Without limiting the foregoing, you represent and warrant that:

(a) all drone operations are conducted in compliance with applicable law and regulations, including, in the United States, FAA regulations (such as 14 CFR Part 107), airspace authorizations, and remote identification requirements, and equivalent regulations in other jurisdictions;

(b) you have all rights, permissions, licenses, and consents necessary to collect, upload, and process Customer Content, including any consents required where imagery captures identifiable individuals, private property, or restricted locations;

(c) Customer Content does not infringe or misappropriate any third party's intellectual property, privacy, or other rights and does not violate export control or other applicable law; and

(d) you will comply with all applicable privacy and surveillance laws in connection with your collection and use of aerial imagery and location data.

6. Measurement Outputs; No Professional Advice

Volumetrics, cut and fill, change detection, and other analytical outputs of the Services are computational estimates derived from photogrammetry and depend on the quality, accuracy, and completeness of the input data, ground control, flight parameters, and other factors outside our control. Outputs are provided for informational and operational purposes only. They are not survey-grade measurements, are not certified by a licensed surveyor or engineer, and are not a substitute for professional surveying, engineering, or other professional advice. You are responsible for independently verifying outputs before relying on them for any purpose where accuracy is critical, including financial reporting, regulatory submissions, construction, or safety-related decisions. The Services are not designed or licensed for use in navigation, air traffic control, or other safety-of-life applications.

7. Acceptable Use

You will not, and will not permit anyone to: (a) use the Services in violation of law or these Terms; (b) upload malicious code or interfere with the Services' operation or security; (c) attempt to gain unauthorized access to the Services or other customers' data; (d) reverse engineer, decompile, or copy the Services except as permitted by law; (e) resell, sublicense, or provide the Services to third parties as a service bureau except as expressly authorized in writing; (f) use the Services to develop a competing product; (g) exceed usage limits or circumvent metering; or (h) use the Services for unlawful surveillance or in violation of any person's privacy rights.

8. Intellectual Property

Vertical Aspect and its licensors own all rights, title, and interest in and to the Services, including all software, algorithms, models, interfaces, documentation, and trademarks, and all improvements thereto. No rights are granted to you except as expressly set forth in these Terms. If you provide feedback or suggestions, we may use them without restriction or obligation to you.

9. Third-Party Services and Hardware

The Services may interoperate with third-party hardware (including drone-in-a-box systems), software, or services. Your use of third-party products is governed by their terms, and we are not responsible for their performance, availability, or data practices. Fees paid to third parties are non-refundable by us.

10. Confidentiality

Each party will protect the other party's non-public information disclosed in connection with the Services ("Confidential Information") with at least reasonable care, use it only to perform under these Terms, and not disclose it to third parties except to employees, contractors, and advisors bound by confidentiality obligations, or as required by law with reasonable notice where permitted.

11. Privacy

Our collection and use of personal information is described in our Privacy Policy, which is incorporated into these Terms. Where we process personal information contained in Customer Content on your behalf, we act as your service provider or processor, except for the uses described in Section 4.3, for which we act as an independent controller as described in our Privacy Policy. You are responsible for providing any required notices and obtaining any required consents from data subjects.

12. Warranty Disclaimer

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERTICAL ASPECT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF OUTPUTS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT MEASUREMENT OUTPUTS WILL MEET ANY PARTICULAR ACCURACY STANDARD.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, OR GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO VERTICAL ASPECT IN THE 12 MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THESE LIMITATIONS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS, YOUR INDEMNIFICATION OBLIGATIONS, OR EITHER PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY.

14. Indemnification

You will defend, indemnify, and hold harmless Vertical Aspect and its officers, directors, employees, and agents from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) Customer Content; (b) your drone or data collection operations; (c) your breach of Section 5 or Section 7; or (d) your violation of applicable law. We will provide prompt notice of any such claim and reasonable cooperation at your expense, and you may not settle any claim imposing obligations on us without our consent.

15. Dispute Resolution; Binding Arbitration; Class Action Waiver

15.1 Informal Resolution. Before filing a claim, each party agrees to attempt to resolve the dispute informally by written notice to the other party and good-faith discussion for at least 30 days.

15.2 Arbitration. Any dispute arising out of or relating to these Terms or the Services that is not resolved informally will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator. The arbitration will be conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. Either party may seek injunctive relief in court for infringement or misuse of intellectual property or Confidential Information, and either party may bring an individual claim in small claims court.

15.3 Class Action Waiver. ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate more than one party's claims.

15.4 Opt-Out. You may opt out of this arbitration provision by written notice to us within 30 days of first accepting these Terms.

15.5 Government Entities. To the extent this Section 15 is prohibited by law applicable to a governmental Customer, disputes will instead be resolved in a court of competent jurisdiction, and nothing in these Terms waives sovereign immunity except to the extent permitted by applicable law.

16. Term, Termination, and Survival

These Terms apply for as long as you have an active subscription or otherwise use the Services. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate or suspend immediately for violations of Section 5 or Section 7 or to comply with law. Upon termination, your right to access the Services ends, subject to the data export period in Section 4.4. Sections 4.1, 4.3, 6, 8, 10, and 12 through 18 survive termination.

17. Governing Law

These Terms are governed by the laws of the State of Missouri, without regard to conflict of laws principles, and, where applicable, the Federal Arbitration Act. Subject to Section 15, the state and federal courts located in Clay County, Missouri will have exclusive jurisdiction over any permitted court proceedings.

18. General

18.1 Changes to These Terms. We may update these Terms from time to time. If we make material changes, we will provide notice by email or through the Services at least 30 days before the changes take effect. Continued use of the Services after the effective date constitutes acceptance.

18.2 Notices. We may provide notices via the Services or to the email address on your account. Legal notices to Vertical Aspect must be sent to 1520 Clay Street, North Kansas City, MO 64116 and info@verticalaspect.com.

18.3 Assignment. You may not assign these Terms without our prior written consent, except to a successor in a merger or sale of substantially all assets. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

18.4 Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control.

18.5 Export Compliance. You will comply with applicable export control and sanctions laws and will not use the Services in embargoed jurisdictions or provide access to prohibited persons.

18.6 U.S. Government Users. The Services are commercial computer software; government users acquire only the rights set forth in these Terms consistent with FAR 12.212 and DFARS 227.7202.

18.7 Entire Agreement; Severability; Waiver. These Terms, together with any order forms and the Privacy Policy, are the entire agreement between the parties regarding the Services and supersede prior agreements on that subject. If any provision is unenforceable, the remainder remains in effect. Failure to enforce a provision is not a waiver. In the event of conflict, a signed order form controls over these Terms.

19. Contact

Vertical Aspect, LLC
1520 Clay Street, North Kansas City, MO 64116
Email: info@verticalaspect.com