Welcome to CloudAhoy!
CloudAhoy, Inc. (“CloudAhoy”, “we” or “us”) operates this website (the “Website”) and the CloudAhoy flight analysis and debrief services offered through the Website and the CloudAhoy mobile application (collectively, the “Services”). By registering with CloudAhoy or by using the Website, the CloudAhoy mobile applications or the Services, you agree to comply with and be bound by the following terms and conditions (this “Agreement”), which we may change at any time by posting notice on the Website. PLEASE READ THIS AGREEMENT CAREFULLY AND CHECK THESE TERMS AND CONDITIONS PERIODICALLY FOR CHANGES. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, PLEASE DO NOT USE THE SERVICES. Each of CloudAhoy’s customers may also be subject to separate written agreements with CloudAhoy with respect to license of the CloudAhoy mobile application from the Apple AppStore or Google Play (the “License Agreement”). This Agreement applies only to the Services and in no way affects the validity of the License Agreement.
Individual Acount: To subscribe to the Services and obtain access to password-protected areas of the Website, you must establish a CloudAhoy account by providing us with current, complete and accurate information as prompted by the online enrollment form and by selecting a password, the confidentiality of which shall be your responsibility. You may not use anyone else’s CloudAhoy account in connection with your use of the Services, or permit anyone else to use the Services or to access password-protected areas of the Website using your CloudAhoy account unless authorised by CloudAhoy. You agree to notify CloudAhoy immediately of any actual or suspected unauthorized use of your CloudAhoy account, or any other breach of security.
CloudAhoy may provide the Service free of charge for a limited period of time. CloudAhoy will charge your credit card for the subscription fee then in effect when you subscribe for the Services by creating a CloudAhoy account as described above. You agree and represent that all information you provide for the purpose of subscribing to the Services is accurate, complete and current, and you agree to notify CloudAhoy of any changes to the credit card information associated with your CloudAhoy account, including changes in billing address and expiration dates. If CloudAhoy does not receive payment from the issuer of the credit card associated with your CloudAhoy account, you agree to pay all amounts due upon demand directly to CloudAhoy, and CloudAhoy further reserves the right to either suspend or terminate your CloudAhoy account and your subscription to the Services in such circumstances.
We may offer paid subscription plans that allow you to access services and content that are exclusive to subscribers to the Service. If you provide a credit card or other payment method accepted by CloudAhoy and sign up for an automatic renewal of the annual paid subscription on our subscription page, you are expressly agreeing that CloudAhoy (or our designated third-party payment provider) is authorized to charge your payment method for the applicable subscription fee (plus any applicable taxes) on a recurring annual basis, as applicable. Your subscription will continue in effect and renew on a recurring basis, monthly or annually, unless and until you cancel your subscription. You must cancel your subscription at least twenty-four (24) hours before your next renewal date in order to avoid the next billing period.
CloudAhoy reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next billing period following the date of the change. If CloudAhoy changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes.
The Website, the CloudAhoy mobile application and Services are the property of CloudAhoy. Except as expressly provided below in the case of User Data (as defined below), all the data, information, text, images, designs, sound, music, marks, logos, compilations (meaning the collection, arrangement and assembly of information) and other content on or made available through the Services, and any of the foregoing sent to you by e-mail or other means (collectively, the “Site Content”) are proprietary to us or to third parties.
CloudAhoy authorizes you (and for an Organization Account, “you” includes end users to whom you authorized use of the Services, and for whose use of the Services your organization shall be responsible) to use the Services and access, view, use, download and print the Site Content. You may not modify the Site Content. Any displays or print outs of the Site Content must be marked “© CloudAhoy, Inc. 2010-2019. All rights reserved.” You may not remove any copyright, trademark or other proprietary notices that have been placed on the Site Content. Except as expressly permitted above, modification, reproduction, redistribution, republication, uploading, posting, transmitting, distributing or otherwise exploiting in any way the Services, the Site Content, or any portion of the Site Content, is strictly prohibited without the prior written permission of CloudAhoy.
All software used on the Services is proprietary to us or to third parties, and except as may be required to exercise the foregoing license grant, any use, redistribution, sale, decompilation, reverse engineering, disassembly, translation or reduction of such software to human-readable form is prohibited. Without limitation of the foregoing, in no event shall you reverse engineer or otherwise use the Services or Website in connection with the development of any product or service that competes with the Website or Services.
The mark CLOUDAHOY, and the CloudAhoy logo are registered or unregistered trademarks of CloudAhoy, and may not be used in connection with any service or products other than those provided by CloudAhoy, in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CloudAhoy. Any use of such marks, or any others displayed on the Services, will inure solely to the benefit of their respective owners.
You agree, and represent and warrant, that your use of the Services, the Website and the Site Content, or any portion thereof, will be consistent with the foregoing license, covenants and restrictions and will neither infringe nor violate the rights of any other party or breach any contract or legal duty to any other parties. In addition, you agree that you will comply with all applicable laws, regulations and ordinances relating to the Services, the Website, the Site Content or your use of them, and you will be solely responsible for your own individual violations of any of them.
You are solely responsible for all data that you upload or transmit with us through the Website or the Services (collectively, the “User Data”). Do not transmit User Data you do not have permission to send to CloudAhoy. CloudAhoy will not be responsible for any loss of any data or information, for any reason whatsoever, including, without limitation, due to any act or omission of CloudAhoy. By providing us with User Data you:
(a) Authorize us to make copies as we deem necessary in order to provide the Services to you;
(b) Give us, and you promise that you have the right to give us, an irrevocable, perpetual, non-exclusive, transferable, fully paid worldwide license to use your User Data for the purpose of delivering the Services to you, and, if you enable flight or other data sharing, to disclose your User Data in accordance with your flight sharing selections, which may include allow third parties you have specified to access and use your User Data; and
(c) If you use the Services as part of an organization account, allow CloudAhoy to disclose all or part of your User Data to administrators of your organization account, for use and disclosure by such administrators in accordance with the data management settings selected by your organization; and
(d) Represent and warrant that you own all proprietary rights in your User Data or, with respect to any User Data you do not own, you have the full authority and right to transmit the User Data and to grant the licenses granted hereunder, and that the exercise by CloudAhoy of the license rights granted by you shall not infringe any third party intellectual property rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous or obscene, nor violate any other right, privilege or interest of any third party.
CloudAhoy is under no obligation to edit or control User Data that you transmit, and will not be in any way responsible or liable for User Data or your use of it. Subject to the rights granted to us in this Agreement, you own all of your User Data and any intellectual property rights associated with your User Data.
No user of the Services shall:
(a) Submit, post, upload to, distribute or otherwise use, any User Data (i) in violation of, or in connection with any violation of, any local, state, national or international laws; (ii) that is libelous, defamatory, threatening, abusive, scandalous, obscene or pornographic; (iii) that contains advertising or promotional material or constitutes commercial activity of any sort or, in the sole discretion of CloudAhoy, constitutes “spam”; (iv) that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; (v) that contains any statement, formula, direction, recipe, prescription or other matter that involves a reasonably foreseeable risk of injury, loss or damage to the material’s readers or others; or (vi) that contains any software viruses or any other code, file or program that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment;
(b) Impersonate any person or entity, or forge or manipulate headers to disguise the origin of any User Data;
(c) Except as otherwise permitted by this Agreement, harvest or otherwise collect information about others, including email addresses, without their consent; or
(d) Engage in any other conduct that interferes with the Website, Site Content, or Services or that restricts or inhibits any other person from using or enjoying the same, or which, in CloudAhoy’s sole judgment, exposes CloudAhoy or any of their officers, directors, employees or agents to any liability or detriment of any type.
You represent and warrant that you are at least 18 years of age, and are fully able and competent to enter into, abide by and comply with the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement. In any case, you affirm that you are over the age of 13, as THE SERVICES ARE NOT INTENDED FOR CHILDREN UNDER 13.
The Services may contain links to third-party websites. Any linked sites are not under our control, and we are not responsible for the contents of any linked site. We provide these links as a convenience only, and a link does not imply endorsement of, sponsorship of, or affiliation with the linked site by CloudAhoy. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction with any of these third parties.
In the event that you submit ideas, feedback or suggestions for the Website, Site Content or Services (“Services Comments”), the Services Comments will be deemed, and will remain, the sole property of CloudAhoy. None of the Services Comments will be subject to any obligation of confidence on the part of CloudAhoy, and CloudAhoy will not be liable for any use or disclosure of any Services Comments. Without limiting the foregoing, CloudAhoy will be entitled to unrestricted use and other exploitation of the Services Comments for any purpose whatsoever, commercial or otherwise, by any means, by any media, without compensation to the provider, author, creator or inventor of the Services Comments.
Software (if any) that is made available to download from the Services (“Software”), is the copyrighted work of CloudAhoy and/or its suppliers. Your use of the Software is governed by the terms of the end user license agreement, if any, which accompanies or is included with the Software (“License Agreement”). You may not install or use any Software that is accompanied by or includes a License Agreement unless you first agree to the terms of the License Agreement.
If you are a paying CloudAhoy subscriber, CloudAhoy warrants that the Services will materially perform the functions described on the Website. Your sole and exclusive remedy, and CloudAhoy’s sole and exclusive liability, with respect to any breach of this warranty shall be that CloudAhoy shall remedy the non-conformance upon receipt of written notice from you detailing such non-conformance or if CloudAhoy is unable to do so, CloudAhoy will refund the fees you paid for the Services during the period of non-conformance. EXCEPT AS STATED IN THIS PARAGRAPH, CLOUDAHOY MAKES NO OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES, THE SITE CONTENT OR THE WEBSITE. EXCEPT TO THE EXTENT THAT SUCH WARRANTIES CANNOT BE DISCLAIMED BY LAW, CLOUDAHOY EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICES, WEBSITE AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES, WEBSITE OR THE SITE CONTENT; AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES, WEBSITE OR THE SITE CONTENT.
If you are not a paying CloudAhoy subscriber, you use the Services, the Site Content and the Website at your own risk, and you acknowledge that you are responsible for verifying and confirming the quality, performance, accuracy and reliability of the Services and of any data obtained by you from the Services. The Services, Website and Site Content are provided in “AS IS” condition, and CloudAhoy EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING AND USAGE OF TRADE; THAT THE SERVICES, WEBSITE AND THE SITE CONTENT WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE OPERATION, USE OR OTHER EXPLOITATION OF THE SERVICES, WEBSITE OR THE SITE CONTENT; AND AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED FROM THE SERVICES, WEBSITE OR THE SITE CONTENT. No advice or information, whether oral or written, obtained by you from CloudAhoy, or through the Services, the Website or Site Content will create any warranty not expressly stated herein.
WITHOUT LIMITATION OF THE FOREGOING, THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES (I) ARE INFORMATIONAL IN NATURE ONLY, AND ARE NO SUBSTITUTE FOR YOUR OWN JUDGMENT; (II) SHOULD BE CONFIRMED WITH RELIABLE SOURCES; AND (III) ARE NOT FOR IN-FLIGHT USE BY THE PILOT, DO NOT CONSTITUTE ANY FORM OF AVIATION EDUCATION OR TRAINING, AND ARE NOT A SUBSTITUTE FOR FLIGHT INSTRUMENTS. YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR AVIATION EDUCATION AND TRAINING NEEDS.
THE SERVICES, SITE CONTENT AND WEBSITE ARE NOT INTENDED FOR USE IN ANY SITUATION IN WHICH THE FAILURE OF THE SERVICES, SITE CONTENT OR WEBSITE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
UNDER NO CIRCUMSTANCES WILL YOU BE ENTITLED TO RECOVER FROM CLOUDAHOY ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THE SERVICES, WEBSITE OR SITE CONTENT, EVEN IF CLOUDAHOY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES.
CLOUDAHOY’S MAXIMUM AGGREGATE LIABILITY TO YOU WITH RESPECT TO ANY DAMAGES ARISING IN CONNECTION WITH USE OF THE SERVICES, WEBSITE OR SITE CONTENT SHALL BE THE GREATER OF $10 OR THE AMOUNT OF ANY SUBSCRIPTION FEES RECEIVED BY CLOUDAHOY FROM YOU, WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE. THE FOREGOING REMEDIES AND LIMITATIONS SHALL APPLY NOTWITHSTANDING THAT ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
You shall defend, indemnify and hold harmless CloudAhoy and its partners, members, trustees, directors, officers, employees, and licensors (the “CloudAhoy Indemnitees”) against any and all claims, actions, proceedings, suits, liabilities, losses, damages, costs, expenses and attorneys’ fees arising in connection with (a) your use of the Website or Services or your breach of any provision of this Agreement; (b) any use of User Data by any third party to whom you provide User Data or any access to or benefit from the Website or Services; and (c) if you are an organization, any use of the Website or Services by end users that use the Services through your organization account. CloudAhoy and the CloudAhoy Indemnitiees reserve the right to assume the sole control of the defense and settlement of any claim, action, suit or proceeding for which you are obliged to provide indemnification hereunder. You will cooperate with CloudAhoy and the CloudAhoy Indemnitees with respect to such defense and settlement.
CloudAhoy complies with the provisions of the Digital Millennium Copyright Act applicable to internet service providers (17 U.S.C. §512, as amended). If you have any complaints or objections to material posted on the Services you may contact our Designated Agent at the following address: Designated Agent, CloudAhoy, Inc. 11 Hathaway Rd., Lexington MA 02420 phone 781-269-1138.
Any notice alleging that materials hosted by or distributed through the Services infringe intellectual property rights must include the following information: (a) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed; (b) a description of the copyrighted work or other intellectual property that you claim has been infringed; (c) a description of the material that you claim is infringing and where it is located on the Services; (d) your address, telephone number, and email address; (e) a statement by you that you have a good faith belief that the use of the materials on the Services of which you are complaining is not authorized by the copyright owner, its agent, or the law; and (f) a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
If material that you have posted to the Services has been removed or disabled, you may file a counter notice pursuant to 17 U.S.C. §512 (g). To be effective, the counter notice must be a written communication sent to the designated agent address listed above that includes the following: (a) a physical or electronic signature of the subscriber; (b) identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled; (c) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and (d) your name, address, and telephone number, and a statement that you consent to the jurisdiction of the United States District Court for the judicial district in which the address is located or, if your address is outside of the United States, for any judicial district in which CloudAhoy may be found, and that you will accept service of process from the person who provided notification under subsection 17 U.S.C. §512 (c)(1)(C) or an agent of such person.
The Services are operated by CloudAhoy from the United States, and CloudAhoy does not represent or warrant that use of the Services is lawful in other jurisdictions. All matters arising from or relating to this Agreement, the Website or to the use and operation of the Services shall be governed by the substantive laws of the Commonwealth of Massachusetts, without regard to its conflicts of laws principles. The Uniform Computer Information Transactions Act shall not apply to this Agreement. If you gain access to the Services from locations outside the United States, you will be responsible for compliance with all local laws of any such other location, and in no event will you use the Services or Site Content in violation of U.S. export laws or regulations.
All disputes arising out of or relating to this Agreement, the Website or the Services shall be resolved exclusively by binding arbitration before a single arbitrator (the “Arbitrator”) in accordance with the Commercial Arbitration Rules of the American Arbitration Association (the “AAA”) then in effect and the further procedures set forth herein. (For information on the AAA and its rules, see www.adr.org.) The arbitration shall be conducted in Boston, Massachusetts, unless the Arbitrator shall determine that that venue is not reasonably convenient to all parties, in which case the Arbitrator shall determine another venue that is. In the event that the AAA is unavailable or unwilling to administer the arbitration, and the parties are unable to agree to a substitute, a substitute shall be appointed by the court. The Arbitrator shall have authority to issue any and all remedies authorized by law. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 2 et seq., and the laws of the Commonwealth of Massachusetts without reference to principles of conflicts of laws. Notwithstanding any rules of the AAA to the contrary, any claims shall be adjudicated on an individual basis only, and YOU WAIVE ANY RIGHT TO BRING ANY CLAIM AS A REPRESENTATIVE OF A PROPOSED CLASS, ON AN AGGREGATED OR MASS BASIS, OR AS A PRIVATE ATTORNEY GENERAL, OR TO CONSOLIDATE ARBITRATION PROCEEDINGS WITHOUT THE CONSENT OF ALL PARTIES THERETO. Any award rendered by the Arbitrator shall be final, conclusive and binding upon the parties hereto. In connection with any arbitration proceeding pursuant to this Agreement, unless the Arbitrator shall determine otherwise, each party shall bear its own costs and expenses. Notwithstanding the foregoing, you may at your option file an individual claim in any small claims court for disputes or claims within the scope of its subject matter jurisdiction if such court has personal jurisdiction. CloudAhoy does not hereby waive any defense that such jurisdiction may be lacking in your state. Without derogation of the parties’ obligation to arbitrate as set forth herein, for any claims other than those in small claims court, jurisdiction for any court proceedings arising out of or relating to this Agreement, the Website or the Services shall be vested exclusively in, and venue shall be laid in, the state or federal courts sitting in Boston, Massachusetts, except that, following confirmation of an arbitration award in a state or federal court in Boston, Massachusetts, a judgment arising therefrom may be executed in any court of competent jurisdiction.
CloudAhoy reserves the right to suspend or terminate your password and/or access to the Services at any time or to remove any of your User Data from the Services at any time. CloudAhoy may, in its sole discretion, refuse to make the Services available to any person or change the eligibility criteria for using the Services at any time. CloudAhoy reserves the right to terminate the Services or modify any features or aspects of the Services, or modify its policies at any time, by publishing notice on the Services. Sections 2 through 17, any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
CloudAhoy reserves the right to modify this Agreement, the Website, any aspects of the Services, or its policies at any time, with or without notice to you. You are under an obligation to review the current version of this Agreement and other CloudAhoy policies before using the Services. Your use of the Services following any amendment of this Agreement will signify your assent to and acceptance of its revised terms.
No delay or omission by CloudAhoy in exercising any of its rights occurring upon any noncompliance or default by you with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by CloudAhoy of any of the covenants, conditions or agreements to be performed by you will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement hereof contained. As used in this Agreement, “including” means “including but not limited to” If any provision of this Agreement is invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement sets forth the entire agreement between you and CloudAhoy regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. You shall not assign or transfer your subscription to the Services, this Agreement or any right or obligation hereunder to any third party. CloudAhoy may assign this Agreement to any purchaser of all or substantially all of the CloudAhoy business, stock or assets. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
Effective Date of Terms: April 28, 2019.