Terms of Service

Comprehensive terms and conditions governing the use of all Skynovay services, software, and platforms

1. Acceptance of Terms

These Terms of Service ("Terms", "Agreement", or "Terms of Service") constitute a legally binding agreement between you ("User", "Customer", "Client", "you", or "your") and Skynovay, Inc., a Delaware corporation ("Skynovay", "Company", "we", "us", or "our"). These Terms govern your access to and use of all Skynovay services, including but not limited to our drone detection systems, software platforms, mobile applications, websites, APIs, documentation, and any related services or products (collectively referred to as the "Services").

By accessing, using, downloading, installing, or registering for any of our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and all applicable laws and regulations. If you are entering into this Agreement on behalf of a company, organization, government entity, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" will refer to such entity.

If you do not agree with any part of these Terms, you must not access or use our Services. Your continued use of the Services after any modifications to these Terms constitutes acceptance of such modifications.

1.1 Scope and Applicability

These Terms apply to all users of our Services, including but not limited to:

• End Users: Individual operators and users of drone detection systems
• Enterprise Customers: Organizations deploying Skynovay systems
• Government Entities: Federal, state, local, and international government agencies
• Partners and Resellers: Authorized distributors and integration partners
• Developers: Third-party developers using our APIs and development tools
• Visitors: Anyone accessing our websites or marketing materials

1.2 Supplemental Terms and Policies

These Terms incorporate by reference and are supplemented by the following policies and agreements:

• Privacy Policy: Governing data collection, use, and protection practices
• Security Policy: Detailing security measures, incident response, and compliance frameworks
• Acceptable Use Policy: Defining permitted and prohibited uses of our Services
• Service Level Agreement (SLA): Specifying performance standards and remedies
• Data Processing Agreement (DPA): For customers subject to data protection regulations
• Order Forms and Statements of Work: Detailing specific service configurations and terms
• Professional Services Agreement: For consulting, training, and implementation services

2. Definitions and Interpretation

2.1 Key Definitions

For the purposes of these Terms, the following definitions apply:

"Affiliate" means, with respect to any entity, any other entity that directly or indirectly controls, is controlled by, or is under common control with such entity, where "control" means ownership of at least fifty percent (50%) of the outstanding voting securities of such entity.

"Authorized Users" means individuals who are authorized by Customer to access and use the Services under Customer's account, including employees, contractors, agents, and other representatives.

"Customer Data" means all data, content, and information provided, uploaded, transmitted, or otherwise made available by or on behalf of Customer through the Services, including but not limited to detection data, configuration settings, user-generated content, and metadata.

"Documentation" means the user manuals, technical manuals, installation guides, API documentation, and any other materials provided by Skynovay in printed, electronic, or other form that describe the installation, operation, use, or technical specifications of the Services.

"Drone Detection System" means the hardware and software components that collectively identify, track, and classify unmanned aircraft systems (UAS) or drones, including but not limited to sensors, processors, antennas, and associated software.

"Incident" means any detected drone or unmanned aircraft event, security breach, system failure, or other occurrence that requires attention or response from authorized users.

"Intellectual Property" means all intellectual property rights worldwide, including but not limited to patents, copyrights, trademarks, trade secrets, know-how, and any applications or registrations thereof.

"Malicious Code" means any code, file, program, or transmission designed to disrupt, disable, harm, or impede the operation of any computer software, hardware, or telecommunications equipment, including but not limited to viruses, worms, trojan horses, time bombs, or other harmful or destructive code.

"Personal Data" has the meaning given to it under applicable data protection laws and regulations, and includes any information relating to an identified or identifiable natural person.

"Professional Services" means consulting, training, implementation, support, maintenance, and other services provided by Skynovay or its authorized partners.

"Third-Party Services" means services, software, hardware, or content provided by entities other than Skynovay that may be integrated with or accessible through the Services.

2.2 Interpretation

• References to "including" or "includes" shall be construed as "including without limitation"
• Headings are for convenience only and do not affect interpretation
• The singular includes the plural and vice versa
• References to any law include all amendments, modifications, or replacements thereof
• In case of conflict between these Terms and any supplemental agreement, the supplemental agreement shall prevail to the extent of the conflict

3. Services Description

3.1 Core Services

Skynovay provides comprehensive drone detection and airspace security solutions, including:

Detection and Tracking Services:

• Real-time drone detection using RF, radar, and optical sensors
• Multi-sensor fusion and correlation algorithms
• Track identification and classification with confidence scoring
• Geofencing and airspace boundary enforcement
• Historical tracking data and replay capabilities
• Advanced threat assessment and risk scoring
• Automated alert generation and escalation procedures
• Integration with existing security and surveillance systems
• Real-time situational awareness dashboards and displays
• Customizable detection zones and sensitivity settings

Software Platform Services:

• Web-based operator console and dashboards with responsive design
• Mobile applications for iOS and Android with offline capabilities
• Comprehensive REST API access for third-party integrations
• Advanced incident management and workflow automation
• Detailed reporting and analytics tools with customizable templates
• User management and role-based access controls (RBAC)
• Multi-tenant architecture for enterprise deployments
• Real-time collaboration tools and communication features
• Customizable alerting and notification systems
• Integration with SIEM, VMS, and other security platforms

Cloud and On-Premises Services:

• Software-as-a-Service (SaaS) cloud hosting with global availability
• On-premises software deployment options for air-gapped environments
• Hybrid cloud and edge computing solutions for distributed deployments
• Automated data synchronization and backup services
• Continuous software updates and patch management
• High-availability and disaster recovery capabilities
• Scalable infrastructure supporting millions of events
• Geographic data residency options for compliance requirements

3.2 Professional Services

In addition to core Services, Skynovay offers comprehensive Professional Services including:

• Consulting Services: Comprehensive site assessments, detailed requirements analysis, custom architecture design, strategic planning, and regulatory compliance consulting
• Implementation Services: Full system installation, detailed configuration, seamless integration with existing systems, thorough testing, and complete deployment management
• Training Services: Comprehensive operator training programs, administrator certification courses, specialized knowledge transfer sessions, and ongoing education programs
• Support Services: 24/7 technical support, proactive system maintenance, rapid troubleshooting, performance optimization, and continuous system monitoring
• Custom Development: Bespoke feature development, specialized integrations, custom reporting solutions, and tailored user interfaces
• Managed Services: Complete system management, monitoring, and maintenance services
• Migration Services: Data migration from legacy systems and platform transitions

3.3 Service Availability and Modifications

Skynovay reserves the right to modify, update, enhance, or discontinue any aspect of the Services at any time, with or without notice, except as otherwise specified in applicable Service Level Agreements. We will use commercially reasonable efforts to provide advance notice of material changes that may adversely affect Customer's use of the Services.

New features, functionality, or services may be added to enhance the Services. Some new features may require additional fees or upgraded service plans. Skynovay will provide reasonable advance notice of any new fees before they become effective.

We continuously improve our Services based on customer feedback, technological advances, security requirements, and regulatory changes. These improvements may include performance enhancements, user interface updates, security upgrades, and new feature releases.

4. Account Registration and Management

4.1 Account Creation

To access certain Services, you must create an account by providing accurate, complete, and current information. You are responsible for:

• Maintaining the confidentiality and security of your account credentials
• All activities that occur under your account, including actions by Authorized Users
• Promptly notifying Skynovay of any unauthorized use, security breach, or suspicious activity
• Keeping your account information current, accurate, and complete at all times
• Ensuring that all Authorized Users comply with these Terms and applicable policies
• Implementing appropriate access controls and user management procedures
• Regularly reviewing user access permissions and removing unnecessary access

4.2 Account Types and Permissions

Skynovay offers different account types with varying levels of access and functionality:

• System Administrator Accounts: Full system access, user management, configuration rights, and billing management
• Site Administrator Accounts: Site-specific administration, local user management, and configuration capabilities
• Senior Operator Accounts: Advanced monitoring, incident response, configuration, and supervisory capabilities
• Operator Accounts: Standard monitoring, incident response, and basic reporting capabilities
• Analyst Accounts: Advanced analytics, reporting, and data analysis capabilities
• Viewer Accounts: Read-only access to dashboards, reports, and historical data
• API Service Accounts: Programmatic access for integrations and automated systems
• Emergency Response Accounts: Limited-time elevated access for emergency situations

4.3 Security Requirements

For enhanced security, Skynovay requires or offers the following security measures:

• Multi-Factor Authentication (MFA): Required for administrator accounts and available for all account types
• Strong Password Requirements: Minimum complexity and regular password rotation policies
• Session Management: Automatic session timeouts and concurrent session controls
• IP Address Restrictions: Optional IP whitelisting for enhanced access control
• Single Sign-On (SSO): Integration with enterprise identity providers
• Certificate-Based Authentication: Support for PKI and certificate-based access

4.4 Account Monitoring and Audit

Skynovay maintains comprehensive audit logs of account activities, including:

• User authentication attempts and outcomes
• System access and configuration changes
• Data access and modification activities
• Administrative actions and user management changes
• API usage and integration activities
• Security events and anomalous behavior detection

4.5 Account Suspension and Termination

Skynovay reserves the right to suspend or terminate accounts that:

• Violate these Terms or applicable policies
• Pose security risks to the Services or other users
• Engage in prohibited activities or illegal conduct
• Fail to maintain current payment obligations
• Are inactive for extended periods as defined in applicable agreements

We will provide reasonable advance notice when possible, except in cases of immediate security threats, legal requirements, or terms violations that require immediate action.

5. Software License and Intellectual Property Rights

5.1 License Grant

Subject to your compliance with these Terms and payment of applicable fees, Skynovay grants you a limited, non-exclusive, non-transferable, revocable license during the term of your agreement to:

• Access and use the Services solely for your internal business purposes and authorized use cases
• Install and use software components on your designated systems within agreed parameters
• Create derivative works of Customer Data solely for your own internal use
• Use Documentation solely in connection with your authorized use of the Services
• Make reasonable backup copies of software for disaster recovery purposes
• Integrate the Services with your existing systems through approved APIs and interfaces

5.2 License Restrictions

Except as expressly permitted in these Terms, you may not:

• Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble the Services
• Sell, resell, rent, lease, sublicense, or transfer access to the Services to third parties
• Use the Services to provide competitive services or products to third parties
• Remove, alter, or obscure any proprietary notices, labels, or trademarks
• Access the Services to build competitive products, perform competitive analysis, or benchmark against competitors
• Attempt to gain unauthorized access to any portion of the Services or underlying systems
• Interfere with, disrupt, or compromise the Services or servers connected to the Services
• Use the Services in violation of applicable laws, regulations, or export controls
• Exceed agreed usage limits, quotas, or rate limits
• Use the Services for any high-risk applications without explicit written authorization

5.3 Open Source Software

The Services may contain open source software components governed by their respective licenses. Your use of such components is subject to the applicable open source licenses, which may provide additional rights. Skynovay will provide notices of material open source components and their licenses upon request.

Some open source licenses may require disclosure of source code or provide additional permissions beyond those granted in these Terms. In case of conflicts between open source licenses and these Terms, the open source licenses shall prevail for the specific components they govern.

5.4 Third-Party Software and Services

The Services may integrate with or include third-party software, services, or content. Your use of such third-party components is governed by their respective terms and conditions, privacy policies, and license agreements. Skynovay is not responsible for third-party software, services, or their compliance with applicable laws or regulations.

5.5 Updates and Modifications

Skynovay may provide updates, patches, enhancements, or modifications to the Services. Such updates may be automatic or require manual installation. You agree to install security updates and critical patches in a timely manner to maintain the security and functionality of the Services.

6. User Obligations and Responsibilities

6.1 General Obligations

As a user of our Services, you agree to:

• Legal Compliance: Use the Services in strict compliance with all applicable local, state, federal, and international laws, regulations, and legal requirements
• Accurate Information: Provide accurate, complete, and truthful information when registering, configuring, and using the Services
• Authorized Use: Use the Services only for their intended purposes, within the scope of your license, and for lawful activities
• Security Measures: Implement and maintain appropriate technical and organizational security measures to protect your systems, data, and access credentials
• Cooperation: Cooperate fully with Skynovay's security investigations, compliance audits, and incident response activities
• Notification: Promptly notify Skynovay of any security incidents, service issues, or suspected violations

6.2 Technical Requirements and System Maintenance

You are responsible for:

• Infrastructure Compatibility: Providing and maintaining compatible hardware, software, network infrastructure, and environmental conditions
• Network Connectivity: Ensuring reliable, secure internet connectivity with adequate bandwidth for cloud-based Services
• System Updates: Installing required updates, security patches, and system maintenance in a timely manner
• Backup and Recovery: Implementing comprehensive backup strategies and disaster recovery procedures
• Environmental Conditions: Maintaining proper power, cooling, and environmental conditions for hardware components
• Performance Monitoring: Monitoring system performance and addressing performance issues promptly
• Capacity Planning: Ensuring adequate system capacity for expected usage and growth

6.3 Data and Content Responsibilities

You are solely responsible for:

• The accuracy, quality, completeness, and legality of all Customer Data
• The lawful means by which you acquired or generated Customer Data
• Ensuring you have necessary rights, permissions, and legal authority to collect, use, and share Customer Data
• Compliance with all applicable data protection, privacy, and security laws and regulations
• Obtaining necessary consents, permissions, and authorizations for data collection and processing
• Implementing appropriate data governance, retention, and deletion policies
• Protecting sensitive or personal information in accordance with applicable standards
• Managing data classification and handling procedures according to sensitivity levels

6.4 User Conduct and Behavior

You agree to ensure that you and all Authorized Users:

• Comply with all applicable laws, regulations, industry standards, and third-party rights
• Do not upload, transmit, or distribute any harmful, illegal, defamatory, or objectionable content
• Do not impersonate any person or entity or falsely represent affiliations or authorizations
• Do not engage in any activity that interferes with, disrupts, or compromises the Services or other users
• Do not attempt to gain unauthorized access to any systems, data, or accounts
• Do not use the Services for any fraudulent, deceptive, or misleading purposes
• Respect intellectual property rights and do not infringe on proprietary rights
• Maintain professional conduct and treat other users with respect

6.5 Training and Competency

You are responsible for ensuring that all Authorized Users:

• Receive adequate training on proper use of the Services
• Understand their roles, responsibilities, and access permissions
• Are competent to perform their assigned functions safely and effectively
• Stay current with system updates, procedures, and best practices
• Follow established operational procedures and incident response protocols

7. Prohibited Uses and Restrictions

7.1 Illegal and Harmful Activities

You may not use the Services for any of the following prohibited purposes:

Criminal and Illegal Activities:

• Any activity that violates applicable criminal laws, civil regulations, or legal requirements
• Facilitating, supporting, or enabling criminal activities, terrorism, or violence
• Money laundering, fraud, embezzlement, or other financial crimes
• Violation of export control laws, trade sanctions, or international restrictions
• Unlawful surveillance, stalking, or invasion of privacy
• Human trafficking, exploitation, or abuse
• Drug trafficking or illegal substance distribution
• Weapons trafficking or illegal arms distribution

Malicious and Destructive Use:

• Introducing malware, viruses, worms, trojans, or other malicious code
• Attempting to disrupt, disable, overload, or harm the Services or infrastructure
• Engaging in denial-of-service attacks, network flooding, or similar disruptive activities
• Attempting to bypass, circumvent, or disable security measures or access controls
• Social engineering, phishing, spoofing, or other deceptive practices
• Attempting to gain unauthorized access to systems, accounts, or data
• Interfering with other users' access to or use of the Services

7.2 Intellectual Property Violations

You may not:

• Infringe on copyrights, trademarks, patents, trade secrets, or other intellectual property rights
• Use proprietary information, confidential information, or trade secrets without authorization
• Reverse engineer, decompile, disassemble, or attempt to derive source code
• Create unauthorized derivative works or modifications
• Use trademarks, logos, or branding without proper authorization
• Violate software licenses or terms of use for integrated components

7.3 Content and Communication Restrictions

You may not upload, transmit, distribute, or store content that:

• Contains hate speech, harassment, discrimination, or promotes violence
• Is defamatory, libelous, threatening, or abusive toward any person or group
• Violates the privacy, publicity, or other rights of any person
• Contains personal information of individuals without proper consent or authorization
• Includes false, misleading, or fraudulent information
• Contains spam, advertising, or unsolicited promotional content
• Is obscene, pornographic, or sexually explicit (except where legally authorized)
• Promotes illegal activities or provides instructions for illegal acts

7.4 Technical Abuse and Misuse

You may not:

• Exceed established rate limits, usage quotas, or capacity restrictions
• Use automated tools, bots, or scripts to scrape, extract, or harvest data inappropriately
• Attempt to interfere with the proper functioning or performance of the Services
• Access the Services through unauthorized means, interfaces, or methods
• Probe, scan, or test the vulnerability of systems without explicit authorization
• Use the Services to mine cryptocurrency or perform distributed computing
• Resell, redistribute, or provide access to the Services without authorization
• Create fake accounts, identities, or misrepresent your identity or affiliation

7.5 Compliance and Regulatory Restrictions

You must ensure that your use of the Services complies with:

• All applicable industry regulations and standards (GDPR, HIPAA, SOX, etc.)
• Export control regulations and international trade restrictions
• Data protection and privacy laws in applicable jurisdictions
• Sectoral regulations applicable to your industry or use case
• Professional codes of conduct and ethical guidelines
• Contractual obligations to third parties that may be affected

7.6 Enforcement and Remedies

Skynovay reserves the right to investigate suspected violations and take appropriate action, including:

• Immediately suspending or terminating access to the Services
• Removing, disabling, or blocking access to prohibited content or activities
• Reporting violations to appropriate law enforcement authorities
• Cooperating with legal investigations and proceedings
• Seeking legal remedies for damages, losses, or injunctive relief
• Implementing additional security measures or restrictions
• Requiring additional verification or authentication procedures

These enforcement actions may be taken without prior notice when necessary to protect the Services, other users, or public safety.

8. Payment Terms and Billing

8.1 Fees and Charges

You agree to pay all fees and charges for the Services as specified in your order form, statement of work, or as published on our website. Fees may include:

• Subscription Fees: Recurring monthly, quarterly, or annual charges for ongoing access to the Services
• Setup and Installation Fees: One-time charges for initial deployment, configuration, and system commissioning
• Professional Services Fees: Charges for consulting, training, support, and custom development services
• Usage-Based Fees: Variable charges based on consumption metrics, data volume, or utilization levels
• Hardware and Equipment Fees: Charges for sensors, processors, networking equipment, and other physical components
• Third-Party Integration Fees: Pass-through charges for integrated third-party services and software licenses
• Support and Maintenance Fees: Charges for ongoing technical support and system maintenance services
• Training and Certification Fees: Charges for user training programs and professional certifications

8.2 Billing Procedures and Payment Terms

Unless otherwise specified in a separate written agreement:

• Payment Terms: All fees are due and payable within thirty (30) days of invoice date, unless otherwise agreed
• Payment Methods: We accept wire transfers, ACH payments, checks, and major credit cards as approved payment methods
• Currency: All fees are quoted and payable in U.S. dollars unless otherwise specified in writing
• Billing Frequency: Subscription fees are typically billed monthly or annually in advance
• Automatic Renewal: Subscriptions automatically renew for successive periods unless terminated with proper notice
• Invoice Disputes: Any billing disputes must be raised in writing within sixty (60) days of invoice date
• Purchase Orders: Purchase orders, when required, must be provided before service commencement

8.3 Late Payments and Collection

Late or overdue payments may result in:

• Interest Charges: Interest at the rate of 1.5% per month or the maximum rate allowed by applicable law
• Service Suspension: Suspension of Services after thirty (30) days past due with appropriate notice
• Service Termination: Termination of Services after sixty (60) days past due
• Collection Costs: Recovery of reasonable collection costs, including attorney fees and court costs
• Credit Reporting: Reporting of delinquent accounts to credit reporting agencies
• Legal Action: Initiation of legal proceedings to recover outstanding amounts

8.4 Taxes and Regulatory Fees

You are responsible for all taxes, duties, fees, and governmental charges related to your use of the Services, including but not limited to:

• Sales tax, use tax, value-added tax (VAT), and goods and services tax (GST)
• Import duties, customs fees, and regulatory compliance fees
• Local, state, federal, and international taxes applicable to your jurisdiction
• Withholding taxes that may be required in your jurisdiction

The only taxes for which Skynovay is responsible are those based on Skynovay's income. If we are required by law to collect or pay taxes on your behalf, you will be invoiced for such amounts.

8.5 Price Changes and Fee Adjustments

Skynovay reserves the right to modify pricing and fees with appropriate notice:

• Subscription Services: Price changes for recurring services require sixty (60) days advance written notice
• Usage-Based Services: Usage rates may be adjusted with thirty (30) days notice
• New Services: Pricing for new features or services will be communicated before activation
• Regulatory Changes: Immediate price adjustments may be necessary for regulatory compliance

8.6 Refunds and Credits

Except as required by applicable law or specified in a Service Level Agreement:

• All fees are non-refundable once services have been provided or made available
• Setup fees and professional services fees are non-refundable
• Service credits may be provided for certain service level failures as specified in applicable SLAs
• Refunds for unused subscription periods may be provided in cases of termination by Skynovay without cause
• Promotional credits and discounts cannot be refunded for cash value

9. Intellectual Property and Proprietary Rights

9.1 Skynovay Intellectual Property

Skynovay retains all rights, title, and interest in and to the Services and all related intellectual property, including:

• Software and Algorithms: All software code, algorithms, machine learning models, and computational methods
• Hardware Designs: Hardware specifications, designs, schematics, and engineering documentation
• Documentation and Materials: User manuals, technical documentation, training materials, and knowledge base content
• Trademarks and Branding: Company names, product names, logos, service marks, and branding elements
• Patents and Inventions: Patents, patent applications, and proprietary inventions and innovations
• Trade Secrets: Confidential information, know-how, processes, and proprietary methodologies
• Derivative Works: Any improvements, modifications, or derivative works created by Skynovay
• Databases and Compilations: Proprietary databases, data compilations, and analytical frameworks

9.2 Customer Data and Content Rights

You retain all rights, title, and interest in your Customer Data. By using the Services, you grant Skynovay a limited, non-exclusive, non-transferable license to use Customer Data solely to provide the Services and for the following specific purposes:

• Service Provision: Processing, analyzing, and storing data to provide detection, tracking, and related services
• Analytics and Reporting: Generating reports, analytics, dashboards, and insights for your use
• Service Improvement: Using aggregated, anonymized data to improve and enhance the Services
• Technical Support: Accessing data as necessary to provide technical support and troubleshooting
• Legal Compliance: Processing data to comply with legal requirements and law enforcement requests
• Security and Safety: Using data to detect and prevent security threats and ensure system integrity

This license does not permit Skynovay to disclose your Customer Data to third parties except as expressly authorized by you or required by law.

9.3 Feedback and Contributions

If you provide feedback, suggestions, ideas, recommendations, or other input about the Services ("Feedback"), you grant Skynovay a worldwide, perpetual, irrevocable, royalty-free license to use, modify, and incorporate such Feedback without restriction or compensation.

You acknowledge that:

• Feedback is provided voluntarily and without any confidentiality obligations
• Skynovay has no obligation to use or implement any Feedback
• You will not provide Feedback that contains confidential or proprietary information of third parties
• Feedback may be used to improve the Services for all customers

9.4 Third-Party Intellectual Property

The Services may incorporate third-party intellectual property under appropriate licenses, including:

• Open source software components with various licensing terms
• Commercial software libraries and development frameworks
• Third-party APIs, services, and cloud platforms
• Licensed datasets, algorithms, and analytical models
• Hardware components and embedded software systems

You agree to comply with all applicable third-party license terms and restrictions. Skynovay will provide notices of material third-party components upon request.

9.5 Intellectual Property Infringement Claims

If you believe that any content or material available through the Services infringes your intellectual property rights, please provide written notice with the following information:

• Detailed description of the intellectual property that you claim has been infringed
• Specific identification of the allegedly infringing material and its location
• Your complete contact information, including email address and phone number
• A statement that you have a good faith belief that use of the material is not authorized by the rights holder
• A statement, under penalty of perjury, that the information in your notice is accurate
• Your physical or electronic signature or that of your authorized agent

9.6 Trademark Usage Guidelines

Any use of Skynovay trademarks, logos, or branding must comply with our trademark usage guidelines and requires prior written permission. Unauthorized use of our trademarks may result in legal action.

10. Data Protection and Security

10.1 Comprehensive Security Framework

Skynovay implements a multi-layered security framework to protect Customer Data and ensure service integrity:

Technical Security Controls:

• Encryption: End-to-end encryption using AES-256 for data at rest and TLS 1.3 for data in transit
• Access Controls: Multi-factor authentication, role-based access controls, and principle of least privilege
• Network Security: Advanced firewalls, intrusion detection/prevention systems, and network segmentation
• Endpoint Protection: Anti-malware, device encryption, and mobile device management
• Identity Management: Centralized identity and access management with federation capabilities
• Security Monitoring: 24/7 security operations center (SOC) with real-time threat detection

Physical Security Measures:

• Data Centers: Tier III/IV certified data centers with biometric access controls
• Environmental Controls: Redundant power systems, climate control, and fire suppression
• Access Restrictions: Strict physical access controls with visitor management and escort policies
• Equipment Security: Secure hardware lifecycle management and certified destruction procedures

Operational Security Practices:

• Security Testing: Regular penetration testing, vulnerability assessments, and code reviews
• Incident Response: Comprehensive incident response procedures with defined escalation protocols
• Change Management: Secure development lifecycle with security checkpoints and approval processes
• Vendor Management: Third-party risk assessments and security requirements for suppliers

10.2 Data Privacy and Protection

Our collection, use, processing, and protection of personal data is governed by our comprehensive Privacy Policy, which is incorporated by reference into these Terms. Additional data protection provisions include:

Privacy by Design:

• Data minimization principles limiting collection to necessary information
• Purpose limitation ensuring data is used only for specified purposes
• Storage limitation with defined retention periods and deletion procedures
• Transparency in data processing activities and privacy practices

Regulatory Compliance:

• GDPR Compliance: Full compliance with European Union General Data Protection Regulation
• CCPA Compliance: Adherence to California Consumer Privacy Act requirements
• International Standards: Compliance with applicable data protection laws worldwide
• Industry Regulations: Sector-specific compliance including HIPAA, FERPA, and others as applicable

10.3 Data Breach Response and Notification

In the event of a data security incident affecting Customer Data, Skynovay maintains a comprehensive incident response plan:

Immediate Response (0-2 hours):

• Incident detection and initial assessment
• Containment and stabilization measures
• Internal incident team activation
• Initial impact assessment and documentation

Investigation Phase (2-24 hours):

• Detailed forensic investigation and evidence collection
• Root cause analysis and attack vector identification
• Full scope and impact determination
• Remediation planning and implementation

Notification and Communication (24-72 hours):

• Customer notification with incident details and impact assessment
• Regulatory notification as required by applicable laws
• Ongoing communication with status updates and remediation progress
• Post-incident reporting with lessons learned and improvements

10.4 Data Portability and Deletion Rights

Skynovay provides comprehensive data management capabilities:

Data Export and Portability:

• Customer Data available in standard, machine-readable formats (JSON, CSV, XML)
• Automated export tools accessible through user interface and APIs
• Bulk data export capabilities for large datasets
• Metadata and configuration export for system reconstruction

Data Deletion and Right to be Forgotten:

• Secure data deletion procedures using cryptographic erasure and physical destruction
• Verifiable data deletion with certificates of destruction
• Retention only as required by legal obligations or legitimate business purposes
• Automated deletion workflows based on retention policies

10.5 Security Certifications and Audits

Skynovay maintains industry-leading security certifications:

• SOC 2 Type II: Annual audits for security, availability, and processing integrity
• ISO 27001: Information security management system certification
• ISO 27017: Cloud security controls and practices
• ISO 27018: Protection of personal data in cloud services
• PCI DSS Level 1: Payment card industry data security standards
• FedRAMP Authorization: Federal risk and authorization management program (in progress)

11. Service Levels and Performance Standards

11.1 Service Availability Commitments

Skynovay is committed to providing reliable, high-performance services with the following availability targets:

Cloud Services Availability:

• Premium Tier: 99.99% uptime (maximum 4.38 minutes downtime per month)
• Professional Tier: 99.9% uptime (maximum 43.8 minutes downtime per month)
• Standard Tier: 99.5% uptime (maximum 3.65 hours downtime per month)
• Basic Tier: 99.0% uptime (maximum 7.31 hours downtime per month)

Performance Metrics:

• API Response Time: 95th percentile under 200ms for standard operations
• Data Processing Latency: Real-time alerts within 5 seconds of detection
• System Recovery Time: Maximum 4-hour recovery time objective (RTO)
• Data Recovery Point: Maximum 1-hour recovery point objective (RPO)

11.2 Detection Performance Standards

Our drone detection systems maintain industry-leading performance metrics:

• Detection Range: Minimum effective range as specified in system documentation
• Detection Accuracy: Greater than 95% true positive rate with less than 2% false positive rate
• Classification Confidence: Automated classification with confidence scoring and verification
• Multi-Sensor Correlation: Sub-second sensor fusion and track correlation
• Environmental Adaptability: Performance standards maintained across specified weather conditions

11.3 Support Response Times

Technical support response times based on issue severity and service tier:

Critical Issues (System Down/Security Incident):

• Premium Support: 15-minute initial response, 1-hour on-site response
• Professional Support: 30-minute initial response, 4-hour on-site response
• Standard Support: 1-hour initial response, next business day on-site

High Priority Issues (Major Function Impaired):

• Premium Support: 1-hour initial response, 4-hour resolution target
• Professional Support: 2-hour initial response, 8-hour resolution target
• Standard Support: 4-hour initial response, 24-hour resolution target

Medium Priority Issues (Minor Function Issues):

• Premium Support: 2-hour initial response, next business day resolution
• Professional Support: 4-hour initial response, 2 business day resolution
• Standard Support: 8-hour initial response, 5 business day resolution

11.4 Planned Maintenance and Updates

Skynovay performs regular maintenance to ensure optimal performance:

Scheduled Maintenance:

• Advance Notice: Minimum 48 hours notice for planned maintenance windows
• Maintenance Windows: Typically performed during low-usage periods (weekends/nights)
• Duration Limits: Standard maintenance windows limited to 4 hours maximum
• Customer Communication: Status updates provided throughout maintenance periods

Emergency Maintenance:

• Performed immediately for critical security vulnerabilities or system stability issues
• Customer notification provided as soon as practically possible
• Post-maintenance analysis and communication of root cause and preventive measures

11.5 Service Credits and Remedies

When service levels are not met, customers may be eligible for service credits:

Availability Credits:

• 99.0% - 99.49% uptime: 5% of monthly service fees
• 95.0% - 98.99% uptime: 15% of monthly service fees
• Below 95.0% uptime: 25% of monthly service fees

Performance Credits:

• Response time failures: 2% credit per incident
• Detection performance issues: 5% credit per affected period
• Support response failures: 1% credit per missed SLA

Credit Process:

• Credits must be requested within 30 days of the service level failure
• Credits are applied to future invoices and cannot be refunded for cash
• Maximum total credits per month limited to 25% of monthly service fees

11.6 Service Level Exclusions

Service level commitments do not apply to issues caused by:

• Scheduled maintenance performed during designated maintenance windows
• Force majeure events or circumstances beyond Skynovay's reasonable control
• Customer's equipment, software, network connectivity, or infrastructure issues
• Unauthorized modifications, configurations, or use of the Services
• Failures to follow prescribed operating procedures or maintenance requirements
• Third-party service failures or internet connectivity issues
• Customer-requested changes or customizations
• Beta, pilot, or trial services specifically designated as such

12. Warranties and Disclaimers

12.1 Limited Warranties by Skynovay

Skynovay provides the following limited warranties:

Performance Warranty:

• The Services will perform substantially in accordance with the applicable Documentation
• Services will be provided with reasonable skill, care, and in accordance with industry standards
• Hardware components will be free from material defects in materials and workmanship
• Software will be free from material bugs that prevent core functionality

Authority and Legal Warranty:

• Skynovay has full right, power, and authority to enter into these Terms
• The execution and performance of these Terms will not violate any other agreements
• All necessary corporate approvals have been obtained for this Agreement

Security and Malware Warranty:

• Services will not knowingly contain any Malicious Code at the time of delivery
• Reasonable security measures are implemented to protect against threats
• Security updates will be provided for known vulnerabilities

Compliance Warranty:

• Services will comply with applicable laws and regulations in jurisdictions where provided
• Material compliance certifications will be maintained as advertised
• Data processing will comply with applicable privacy and data protection laws

12.2 Customer Warranties and Representations

Customer represents and warrants that:

Authority and Capacity:

• Customer has full legal authority to enter into and perform these Terms
• All necessary approvals and authorizations have been obtained
• The person executing these Terms is authorized to bind Customer

Legal Compliance:

• Customer's use of the Services will comply with all applicable laws and regulations
• Customer has obtained all necessary licenses, permits, and approvals for its use
• Customer will not use the Services for any illegal or prohibited purposes

Data Rights:

• Customer has obtained all necessary rights, consents, and authorizations for Customer Data
• Customer Data does not infringe on third-party rights or violate applicable laws
• Customer has authority to grant the licenses and permissions specified in these Terms

12.3 Warranty Remedies

For breach of Skynovay's warranties, the exclusive remedies are:

• Service Issues: Re-performance of deficient services or service credits
• Software Defects: Correction of defects or provision of workarounds
• Hardware Defects: Repair or replacement of defective hardware
• Security Issues: Implementation of additional security measures

12.4 Comprehensive Disclaimer of Additional Warranties

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. SKYNOVAY HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING BUT NOT LIMITED TO:

• WARRANTIES OF MERCHANTABILITY: The Services may not be suitable for all purposes
• WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE: Customer must determine suitability for specific use cases
• WARRANTIES OF TITLE: Except as expressly stated, no assurance of unencumbered rights
• WARRANTIES OF NON-INFRINGEMENT: Except for express indemnification provisions
• WARRANTIES ARISING FROM COURSE OF DEALING: Prior dealings do not create additional warranties
• WARRANTIES ARISING FROM COURSE OF PERFORMANCE: Performance does not create implied warranties
• WARRANTIES ARISING FROM USAGE OF TRADE: Industry practices do not create additional obligations

12.5 Specific Disclaimers and Limitations

SKYNOVAY DOES NOT WARRANT THAT:

• The Services will be uninterrupted, error-free, or completely secure at all times
• All defects, bugs, or issues will be corrected immediately upon discovery
• The Services will meet all of Customer's requirements or expectations
• Third-party integrations will function perfectly or remain available
• Detection accuracy will be 100% in all environmental conditions
• The Services will prevent all security threats or incidents

12.6 High-Risk Applications Disclaimer

THE SERVICES ARE NOT DESIGNED, MANUFACTURED, OR INTENDED FOR USE IN APPLICATIONS WHERE FAILURE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE ENVIRONMENTAL DAMAGE ("HIGH-RISK APPLICATIONS"), INCLUDING BUT NOT LIMITED TO:

• Nuclear facilities and radioactive material handling
• Aircraft navigation and flight control systems
• Medical devices and life support systems
• Military weapons systems and targeting
• Autonomous vehicle control systems
• Emergency response and public safety critical systems

CUSTOMER ACKNOWLEDGES THAT USE IN HIGH-RISK APPLICATIONS IS AT CUSTOMER'S SOLE RISK AND SKYNOVAY DISCLAIMS ALL LIABILITY FOR SUCH USE.

13. Limitation of Liability

13.1 Exclusion of Consequential and Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SKYNOVAY, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Economic Losses: Loss of profits, revenue, business opportunities, or anticipated savings
• Operational Disruptions: Business interruption, downtime, or loss of productivity
• Data-Related Losses: Loss, corruption, or unauthorized disclosure of data or information
• Replacement Costs: Cost of substitute goods, services, or technology
• Reputational Harm: Loss of goodwill, reputation, or market position
• Third-Party Claims: Damages arising from third-party claims or relationships
• Security Incidents: Losses arising from security breaches or cyber attacks
• Service Dependencies: Losses due to reliance on the Services for critical operations

THIS EXCLUSION APPLIES REGARDLESS OF THE LEGAL THEORY UPON WHICH THE CLAIM IS BASED, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND EVEN IF SKYNOVAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap on Total Liability

SKYNOVAY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS, THE SERVICES, OR ANY RELATED SERVICES SHALL NOT EXCEED THE GREATER OF:

• Twelve-Month Fees: The total amount paid by Customer to Skynovay in the twelve (12) months immediately preceding the first event giving rise to liability, OR
• Minimum Cap: Ten thousand dollars ($10,000)

This liability cap applies to all claims collectively, not per incident, and represents the maximum total liability regardless of the number of claims or legal theories involved.

13.3 Time Limitation on Claims

Customer must bring any claim arising under these Terms within eighteen (18) months after the cause of action arises. Claims not brought within this period are permanently barred.

13.4 Exceptions to Liability Limitations

The limitations and exclusions in this section do not apply to:

Legal Exceptions:

• Death or Personal Injury: Liability for death or personal injury caused by Skynovay's negligence
• Fraud or Misrepresentation: Liability arising from fraud, fraudulent misrepresentation, or willful misconduct
• Gross Negligence: Liability arising from gross negligence or intentional wrongdoing
• Criminal Acts: Liability for criminal acts or violations of law

Contractual Exceptions:

• Indemnification Obligations: Skynovay's indemnification obligations as specified in these Terms
• Confidentiality Breaches: Breaches of confidentiality and non-disclosure obligations
• Intellectual Property Violations: Infringement of intellectual property rights
• Payment Obligations: Customer's payment obligations and fee disputes

Legal Prohibitions:

• Liabilities that cannot be excluded or limited under applicable law
• Consumer protection rights that cannot be waived
• Statutory rights that cannot be disclaimed

13.5 Allocation of Risk

These liability limitations reflect the agreed allocation of risk between the parties. The fees charged by Skynovay reflect this allocation of risk and the limitations on liability specified in these Terms. Customer acknowledges that Skynovay would not provide the Services at the current pricing without these limitations.

13.6 Customer's Mitigation Obligations

Customer has an obligation to mitigate damages by:

• Implementing appropriate backup and disaster recovery procedures
• Maintaining alternative systems and processes for critical operations
• Promptly notifying Skynovay of any issues or potential claims
• Cooperating with Skynovay's remediation efforts
• Taking reasonable steps to minimize the impact of any service disruptions

14. Mutual Indemnification

14.1 Skynovay's Indemnification Obligations

Skynovay will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from allegations that the Services, when used in accordance with these Terms, infringe any patent, copyright, trademark, or trade secret of a third party, provided that Customer:

• Prompt Notice: Promptly notifies Skynovay in writing of the claim within thirty (30) days of becoming aware of it
• Exclusive Control: Grants Skynovay sole control over the defense and settlement of the claim
• Reasonable Cooperation: Provides reasonable assistance and cooperation in the defense
• No Admissions: Makes no admissions or settlements without Skynovay's prior written consent

14.2 Exclusions from Skynovay's Indemnification

Skynovay's indemnification obligations do not apply to claims arising from or related to:

• Unauthorized Modifications: Modifications to the Services not made or authorized by Skynovay
• Third-Party Combinations: Use of the Services in combination with third-party products, services, or data not approved by Skynovay
• Non-Authorized Use: Use of the Services in a manner not authorized by these Terms or applicable documentation
• Outdated Versions: Continued use of outdated versions when updates have been made available to address infringement
• Customer Data: Customer Data, content, or materials provided by Customer
• Customer Instructions: Skynovay's compliance with Customer's specific instructions or requirements
• Open Source Components: Open source software components with separate licensing terms

14.3 Customer's Indemnification Obligations

Customer will defend, indemnify, and hold harmless Skynovay and its officers, directors, employees, agents, and affiliates from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from or related to:

Customer Conduct and Compliance:

• Customer's breach of these Terms or violation of applicable laws and regulations
• Customer's use of the Services in violation of these Terms or applicable documentation
• Customer's failure to obtain necessary licenses, permits, or authorizations
• Customer's violation of third-party rights or proprietary information

Customer Data and Content:

• Customer Data, content, or materials provided by Customer or its users
• Claims that Customer Data infringes third-party intellectual property rights
• Unauthorized collection, use, or disclosure of personal information
• Customer's failure to obtain necessary consents for data processing

Third-Party Relationships:

• Customer's relationships with third-party vendors, partners, or service providers
• Integration of the Services with third-party systems or platforms
• Customer's representations or warranties to third parties regarding the Services

Negligent or Wrongful Acts:

• Negligent or wrongful acts or omissions by Customer or its employees, agents, or contractors
• Personal injury or property damage caused by Customer's use of the Services
• Employment-related claims involving Customer's personnel

14.4 Indemnification Procedures

The party seeking indemnification ("Indemnified Party") must:

• Notice: Provide prompt written notice of the claim to the indemnifying party
• Information: Provide all relevant information and documentation regarding the claim
• Cooperation: Reasonably cooperate in the defense and resolution of the claim
• Authority: Grant the indemnifying party reasonable authority to defend or settle the claim

The indemnifying party may not settle any claim without the prior written consent of the indemnified party if the settlement:

• Requires the indemnified party to admit wrongdoing or fault
• Imposes ongoing obligations on the indemnified party
• Does not include a complete release of the indemnified party
• Could materially impact the indemnified party's business or reputation

14.5 Intellectual Property Infringement Remedies

If the Services are found to infringe third-party intellectual property rights, or if Skynovay believes such infringement is likely, Skynovay may, at its option and expense:

• Obtain Rights: Obtain the necessary rights for Customer to continue using the Services
• Replace Services: Replace the infringing components with non-infringing alternatives
• Modify Services: Modify the Services to avoid infringement while maintaining substantially equivalent functionality
• Terminate and Refund: Terminate the infringing Services and refund prepaid, unused fees

14.6 Exclusive Remedies

The indemnification provisions in this section state the entire liability and exclusive remedy of each party for third-party infringement claims and related matters covered by these provisions.

15. Termination

15.1 Termination by Customer

Customer may terminate this Agreement and discontinue use of the Services through the following methods:

Voluntary Termination:

• Notice Period: Providing written notice as specified in the applicable service agreement (typically 30-90 days)
• Account Closure: Closing accounts through the Services interface or customer portal
• Non-Renewal: Allowing subscription terms to expire without renewal
• Downgrade: Reducing service levels or eliminating specific service components

Termination for Cause:

• Material breach by Skynovay that remains uncured for thirty (30) days after written notice
• Insolvency, bankruptcy, or cessation of business operations by Skynovay
• Failure to provide Services in accordance with applicable Service Level Agreements
• Repeated violations of security or data protection obligations

15.2 Termination by Skynovay

Skynovay may terminate this Agreement or suspend access to Services in the following circumstances:

Termination for Cause (Immediate):

• Terms Violations: Material breach of these Terms that is not curable or not cured within the specified cure period
• Illegal Activity: Use of Services for illegal purposes or in violation of applicable laws
• Security Threats: Activities that pose security risks to the Services, other customers, or Skynovay
• Payment Default: Failure to pay undisputed fees within sixty (60) days of the due date
• Prohibited Use: Use of Services for purposes explicitly prohibited in these Terms
• False Information: Provision of materially false or misleading information

Termination for Convenience:

• Standard Notice: Ninety (90) days written notice for ongoing service agreements
• Service Discontinuation: When Skynovay discontinues specific Services or product lines
• Business Changes: Significant changes in business strategy or market focus

Regulatory or Legal Requirements:

• Compliance with legal orders, court decisions, or regulatory requirements
• Export control violations or trade sanction restrictions
• Changes in legal or regulatory requirements that make service provision impractical

15.3 Suspension of Services

Skynovay may suspend access to Services without termination in the following situations:

• Payment Issues: Overdue payments or billing disputes pending resolution
• Technical Problems: Technical issues requiring temporary service suspension
• Security Concerns: Suspected security breaches or policy violations under investigation
• Resource Limits: Excessive usage that impacts system performance
• Legal Requirements: Temporary suspension required by law or legal process

Skynovay will provide reasonable notice of suspension when possible and will work to restore services promptly upon resolution of the underlying issue.

15.4 Effects of Termination

Upon termination of this Agreement, the following consequences take effect:

Immediate Effects:

• Access Termination: Customer's right to access and use the Services immediately ceases
• Account Deactivation: All user accounts and access credentials are deactivated
• License Termination: All licenses granted under these Terms immediately terminate
• Service Discontinuation: All ongoing Services and support are discontinued

Financial Obligations:

• Outstanding Fees: Customer remains liable for all fees and charges incurred prior to termination
• Pro-Rated Charges: Fees for usage-based services calculated through the termination date
• Termination Fees: Any early termination fees specified in the applicable agreement
• Final Invoice: Final invoice issued within thirty (30) days of termination

Data and Information:

• Data Export Opportunity: Reasonable opportunity to export Customer Data (typically 30 days)
• Data Deletion: Customer Data deleted from Skynovay systems after the export period
• Backup Retention: Data may remain in backup systems for up to ninety (90) days
• Legal Retention: Data retained only as required by legal obligations

15.5 Return of Property and Equipment

Upon termination, Customer must:

• Return all hardware, equipment, and materials provided by Skynovay
• Remove all Skynovay software from Customer systems
• Return or destroy all confidential information and documentation
• Cease all use of Skynovay trademarks and branding
• Cooperate with equipment retrieval and data transfer processes

15.6 Survival of Terms

The following provisions survive termination of this Agreement:

• Payment Obligations: All outstanding payment obligations and fee disputes
• Intellectual Property: Intellectual property ownership and licensing restrictions
• Confidentiality: Confidentiality and non-disclosure obligations
• Warranties and Disclaimers: Warranty disclaimers and limitations
• Liability Limitations: Limitation of liability and damage exclusions
• Indemnification: Mutual indemnification obligations
• Dispute Resolution: Governing law and dispute resolution procedures
• General Provisions: Miscellaneous provisions necessary for interpretation

16. Dispute Resolution

16.1 Informal Resolution and Good Faith Negotiations

Before initiating formal dispute resolution proceedings, the parties agree to attempt to resolve all disputes through good faith negotiations. This informal resolution process involves:

Initial Notification:

• Either party may initiate dispute resolution by providing written notice describing the dispute
• Notice must include specific details of the disagreement and desired resolution
• Notice must be sent to the designated dispute resolution contacts
• The receiving party must acknowledge receipt within five (5) business days

Management Involvement:

• Senior management representatives from both parties must meet within fifteen (15) days
• Meetings may be conducted in person, by video conference, or by telephone
• Both parties must participate in good faith with authority to resolve the dispute
• Discussions are confidential and without prejudice to formal proceedings

Resolution Period:

• Informal negotiations must continue for at least sixty (60) days
• Extension possible by mutual written agreement of the parties
• Either party may terminate negotiations with written notice
• Failure to reach agreement permits initiation of formal dispute resolution

16.2 Mediation

If informal negotiations fail to resolve the dispute, either party may request mediation:

Mediation Process:

• Mediator Selection: Jointly select a qualified mediator within thirty (30) days
• Default Selection: If no agreement, mediator appointed by American Arbitration Association
• Mediation Rules: Conducted under Commercial Mediation Procedures of the AAA
• Location: Mediation held in San Francisco, California, unless otherwise agreed

Mediation Requirements:

• Both parties must attend with settlement authority
• Good faith participation required throughout the process
• Confidentiality maintained for all discussions and materials
• Cost sharing equally between the parties

Mediation Outcomes:

• Settlement agreement binding if reached and executed by both parties
• Either party may terminate mediation after forty-five (45) days
• Failure to reach settlement permits arbitration

16.3 Binding Arbitration

Any dispute, controversy, or claim arising out of or relating to these Terms or the Services that cannot be resolved through mediation shall be settled by final and binding arbitration:

Arbitration Rules and Administration:

• Governing Rules: Commercial Arbitration Rules of the American Arbitration Association
• Expedited Procedures: Expedited procedures for claims under $1 million
• Emergency Relief: Emergency arbitrator procedures available when necessary
• Administrative Support: AAA provides administrative services and case management

Arbitration Panel and Procedures:

• Small Claims: Single arbitrator for disputes under $500,000
• Large Claims: Panel of three arbitrators for disputes $500,000 and above
• Arbitrator Qualifications: Arbitrators must have relevant legal and industry experience
• Selection Process: Arbitrators selected through AAA procedures with party input

Arbitration Location and Logistics:

• Primary Location: San Francisco, California
• Alternative Locations: Other locations by mutual agreement
• Language: All proceedings conducted in English
• Remote Proceedings: Video conference hearings available when appropriate

Discovery and Evidence:

• Limited discovery as determined by the arbitrator
• Document production focused on material issues
• Depositions permitted for key witnesses
• Expert testimony allowed when necessary

Costs and Fees:

• Administrative Fees: AAA fees shared equally between parties
• Arbitrator Fees: Arbitrator compensation shared equally
• Attorney Fees: Each party bears its own legal costs unless award provides otherwise
• Cost Shifting: Prevailing party may recover costs in cases of frivolous claims

16.4 Class Action and Collective Action Waiver

IMPORTANT WAIVER NOTICE: BY AGREEING TO THESE TERMS, YOU WAIVE YOUR RIGHT TO PARTICIPATE IN CLASS ACTIONS, COLLECTIVE ACTIONS, OR REPRESENTATIVE PROCEEDINGS.

Scope of Waiver:

• All disputes must be resolved on an individual basis only
• No participation in class action lawsuits as class representative or class member
• No participation in collective bargaining or representative actions
• No consolidation of individual arbitrations into class or collective proceedings
• Arbitrator cannot award relief affecting other customers or users

Severability of Class Waiver:

• If class waiver is found unenforceable, arbitration agreement remains valid
• Disputes not subject to class waiver will be resolved in court
• Individual right to arbitration preserved regardless of class waiver enforceability

16.5 Exceptions to Arbitration

The following matters are not subject to arbitration and may be brought in court:

Injunctive and Equitable Relief:

• Claims for injunctive relief to prevent irreparable harm
• Enforcement of intellectual property rights
• Protection of trade secrets and confidential information
• Temporary restraining orders and preliminary injunctions

Small Claims Court:

• Individual claims within small claims court jurisdiction
• Claims must be brought in proper small claims court
• No class or representative claims in small claims court

Governmental and Regulatory Actions:

• Actions by government agencies or regulatory bodies
• Criminal prosecutions and law enforcement actions
• Regulatory investigations and enforcement proceedings

16.6 Confidentiality of Proceedings

All dispute resolution proceedings are confidential:

• Proceeding Confidentiality: All hearings, documents, and communications are confidential
• Award Confidentiality: Arbitration awards are confidential except as required for enforcement
• Settlement Confidentiality: Settlement terms and negotiations remain confidential
• Public Disclosure: No public disclosure without mutual written consent

17. Governing Law and Jurisdiction

17.1 Governing Law

These Terms and any disputes arising under or related to these Terms are governed by and construed in accordance with:

• Primary Jurisdiction: The laws of the State of Delaware, United States
• Federal Law: Applicable federal laws of the United States where relevant
• Conflict of Laws: Without regard to Delaware's conflict of law principles
• International Conventions: United Nations Convention on Contracts for the International Sale of Goods (CISG) specifically excluded

17.2 Court Jurisdiction

For matters not subject to arbitration as specified above, exclusive jurisdiction lies with:

• Federal Courts: United States District Court for the Northern District of California
• State Courts: Superior Court of California, County of San Francisco
• Appellate Courts: Appropriate appellate courts for the above-specified trial courts
• Venue Waiver: Both parties waive any objection to venue and personal jurisdiction

17.3 International Considerations

For customers located outside the United States, the following additional provisions may apply:

Local Law Compliance:

• Additional terms may be required to comply with local consumer protection laws
• Mandatory local law provisions take precedence where legally required
• Local data protection and privacy laws may impose additional obligations
• Export control and trade regulation compliance required in all jurisdictions

Jurisdictional Variations:

• European Union: GDPR compliance and EU consumer rights may apply
• United Kingdom: UK GDPR and consumer protection regulations
• Canada: Provincial consumer protection and privacy laws
• Asia-Pacific: Local data residency and privacy requirements

Conflict Resolution:

• Where local mandatory laws conflict with these Terms, local laws prevail
• Remainder of Terms remains enforceable to maximum extent possible
• Additional terms may be specified in separate country-specific addenda

17.4 Service of Process

For legal proceedings, service of process may be made:

• On Skynovay's registered agent in Delaware
• At Skynovay's principal business address in San Francisco, California
• Through certified mail or recognized courier service
• Through authorized legal process servers
• By any other method permitted by applicable law

18. Modifications and Updates to Terms

18.1 Right to Modify

Skynovay reserves the right to modify, update, or revise these Terms at any time to reflect:

• Legal and Regulatory Changes: Changes in applicable laws, regulations, or legal requirements
• Service Evolution: Updates to Services, features, or functionality
• Security Enhancements: Improved security measures and protection protocols
• Business Changes: Evolution of business practices, policies, or market conditions
• Technology Updates: Advances in technology and industry standards
• User Feedback: Clarifications and improvements based on customer feedback

18.2 Notification of Changes

When we make changes to these Terms, we will provide notice through multiple channels:

Standard Notifications (Non-Material Changes):

• Website Posting: Updated Terms posted on our website with effective date
• In-Service Notices: Notifications displayed within the Services interface
• Documentation Updates: Changes reflected in service documentation and help materials

Enhanced Notifications (Material Changes):

• Email Notifications: Direct email to all registered account holders
• Account Alerts: Prominent alerts displayed upon login to Services
• Customer Communications: Dedicated communications through customer success teams
• Advance Notice: Minimum 30 days advance notice for material changes affecting customer rights

18.3 Categories of Changes

Material Changes requiring enhanced notification include:

• Significant changes to liability limitations or warranty disclaimers
• Modifications to dispute resolution procedures or governing law
• Changes affecting customer data rights or privacy protections
• Alterations to payment terms or fee structures
• Significant modifications to service availability or functionality
• Changes to intellectual property licensing terms

Non-Material Changes include:

• Clarifications and explanatory updates to existing terms
• Administrative changes such as contact information updates
• Minor technical corrections or formatting improvements
• Updates to reflect current business practices without substantive change

18.4 Customer Response to Changes

Upon notification of changes to these Terms:

Acceptance Options:

• Continued Use: Continued use of Services after effective date constitutes acceptance
• Express Acceptance: Customer may expressly accept changes through account interface
• Automatic Renewal: Renewal of subscription services constitutes acceptance of current Terms

Rejection Options:

• Service Termination: Customer may terminate Services before effective date
• Downgrade Services: Reduce service levels to avoid modified terms where applicable
• Negotiation Request: Enterprise customers may request individual negotiations

18.5 Effective Date of Changes

• Standard Changes: Effective immediately upon posting unless otherwise specified
• Material Changes: Effective thirty (30) days after notification
• Legal Requirement Changes: Effective immediately when required by law
• Security Changes: Effective immediately for security-related modifications
• Customer Benefit Changes: May be effective immediately when benefiting customers

18.6 Version Control and History

Skynovay maintains comprehensive version control:

• Version Numbering: Each version clearly numbered and dated
• Change Logs: Summary of material changes included with each update
• Historical Versions: Previous versions archived and available upon request
• Effective Dates: Clear indication of when each version becomes effective
• Grandfathering: Existing customer rights preserved where legally required

19. Miscellaneous Provisions

19.1 Entire Agreement

These Terms, together with all incorporated policies, agreements, and documents, constitute the complete and exclusive statement of the agreement between Skynovay and Customer regarding the Services. This comprehensive agreement supersedes all prior and contemporaneous agreements, understandings, negotiations, and representations, whether written or oral, relating to the subject matter herein.

Integrated Components:

• These Terms of Service (primary agreement)
• Privacy Policy and data protection terms
• Service Level Agreements and performance standards
• Order forms, statements of work, and service specifications
• Professional services agreements and consulting terms
• Data Processing Agreements for privacy compliance
• Security policies and compliance documentation
• Acceptable use policies and community guidelines

19.2 Severability and Partial Invalidity

If any provision, clause, or part of these Terms is determined to be invalid, illegal, or unenforceable by a court of competent jurisdiction or arbitration panel, such determination shall not affect the validity, legality, or enforceability of the remaining provisions.

Severability Process:

• Partial Enforcement: Invalid provisions severed while remainder remains in effect
• Reasonable Substitution: Invalid provisions replaced with enforceable terms reflecting original intent
• Minimal Impact: Severance performed to minimize impact on overall agreement
• Commercial Purpose: Remaining terms must still accomplish the commercial purpose of the agreement

19.3 Waiver of Rights

No waiver of any term, provision, or condition of these Terms, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of any such term, provision, or condition, or a waiver of any other term, provision, or condition of these Terms.

Waiver Requirements:

• Written Form: All waivers must be in writing and signed by the waiving party
• Specific Terms: Waivers must specifically identify the terms or conditions being waived
• Limited Scope: Waivers apply only to the specific instance and circumstances described
• No Implied Waiver: Delay in enforcement does not constitute waiver of rights

19.4 Assignment and Transfer

Customer may not assign, transfer, delegate, or sublicense these Terms or any rights or obligations hereunder, in whole or in part, whether voluntarily or by operation of law, without Skynovay's prior written consent, which may be granted or withheld in Skynovay's sole discretion.

Prohibited Transfers:

• Assignment to competitors or potential competitors
• Transfer to entities lacking technical or financial capability
• Assignment that would violate export control or sanctions laws
• Transfer that would compromise security or intellectual property protection

Skynovay Assignment Rights:

Skynovay may freely assign these Terms without restriction, including assignments to:

• Affiliates and Subsidiaries: Related corporate entities and controlled companies
• Merger and Acquisition: Acquiring companies or merger partners
• Asset Sales: Purchasers of substantially all business assets
• Corporate Restructuring: Entities resulting from corporate reorganizations
• Financing Arrangements: Lenders or investors as security for financing

19.5 Force Majeure

Neither party shall be liable for any failure or delay in performance of its obligations under these Terms if such failure or delay results from circumstances beyond the party's reasonable control, including but not limited to:

Natural Disasters and Acts of God:

• Earthquakes, floods, hurricanes, and other natural disasters
• Severe weather conditions affecting operations
• Environmental disasters and ecological emergencies
• Pandemics and widespread health emergencies

Human-Caused Events:

• War, terrorism, and acts of foreign enemies
• Civil unrest, riots, and public disturbances
• Labor strikes and work stoppages beyond the party's control
• Government actions, regulations, and legal restrictions

Technical and Infrastructure Failures:

• Internet backbone failures and major network outages
• Third-party infrastructure failures beyond reasonable control
• Power grid failures and utility service disruptions
• Cyber attacks on critical infrastructure systems

Force Majeure Procedures:

• Prompt Notice: Affected party must provide prompt written notice
• Mitigation Efforts: Reasonable efforts to minimize impact and resume performance
• Regular Updates: Ongoing communication about status and expected resolution
• Service Restoration: Performance resumes immediately when circumstances permit

19.6 Export Control and Trade Compliance

The Services and related technology are subject to export control laws and regulations of the United States and other jurisdictions. Customer agrees to comply with all applicable export control laws and regulations, including but not limited to:

U.S. Export Controls:

• Export Administration Regulations (EAR): Commerce Department export controls
• International Traffic in Arms Regulations (ITAR): State Department arms export controls
• Office of Foreign Assets Control (OFAC): Treasury Department sanctions programs
• Anti-Boycott Regulations: Prohibitions on participating in unsanctioned boycotts

Customer Obligations:

• Obtain all necessary export licenses and authorizations
• Not export, re-export, or transfer Services to prohibited destinations
• Screen end users against applicable restricted party lists
• Maintain records of export transactions and compliance activities
• Notify Skynovay of any export control violations or investigations

19.7 Government and Public Sector Customers

If Customer is a government entity or public sector organization, additional terms may apply:

U.S. Government Customers:

• Commercial Items: Services provided as "commercial items" under FAR 2.101
• Limited Rights: Government receives only those rights granted to commercial customers
• Restricted Rights: Computer software provided with restricted rights under DFARS 252.227-7014
• Security Requirements: Additional security measures may be required for classified or sensitive information

International Government Customers:

• Compliance with local government procurement regulations
• Additional security clearances and background checks may be required
• Special terms for data residency and sovereign cloud requirements
• Compliance with national security and critical infrastructure protection laws

19.8 Independent Contractors

The parties are independent contractors in the performance of these Terms. No agency, partnership, joint venture, or employment relationship is created between the parties. Neither party has authority to bind the other or to incur obligations on the other's behalf without prior written consent.

Relationship Clarifications:

• No employer-employee relationship between the parties
• No partnership or joint venture for tax or legal purposes
• No authority to act as agent or representative of the other party
• Each party responsible for its own taxes, benefits, and legal obligations

19.9 Notice Requirements

All notices, demands, requests, and other communications required or permitted under these Terms must be in writing and delivered through one of the following methods:

Electronic Delivery:

• Email: To the email addresses specified in customer accounts or these Terms
• In-Service Messaging: Through secure messaging within the Services interface
• Customer Portal: Posted in customer account portals with notification

Physical Delivery:

• Certified Mail: U.S. Postal Service certified mail with return receipt requested
• Courier Service: Recognized courier services with delivery confirmation
• Personal Delivery: Hand delivery with signed receipt acknowledgment

Notice Addresses:

For Skynovay:
Legal Department
Skynovay, Inc.
123 Innovation Way, Suite 100
San Francisco, CA 94105
Email: legal@skynovay.com

For Customer: The addresses specified in customer account information or as otherwise provided in writing.

Effective Date: Notices are effective upon receipt, except that email notices are effective one (1) business day after sending unless the sender receives an automated delivery failure notification.

19.10 Language and Translation

These Terms are prepared in English, and the English version is the official and controlling version. Any translation provided is for convenience only and may not accurately reflect the terms of the English version. In case of conflicts between the English version and any translation, the English version prevails.

19.11 Electronic Signatures and Records

Customer consents to the use of electronic signatures, records, and disclosures in connection with these Terms and the Services. This consent applies to all communications, agreements, and transactions related to the Services, including but not limited to:

• Terms of Service and policy updates
• Service agreements and order forms
• Invoices, billing statements, and payment confirmations
• Support communications and service notifications
• Legal notices and regulatory disclosures

20. Contact Information

For questions, concerns, or communications regarding these Terms of Service, please contact Skynovay through the following channels:

Legal and Contractual Matters:
Legal Department
Skynovay, Inc.
123 Innovation Way, Suite 100
San Francisco, CA 94105
United States

Primary Contact Methods:
Email: legal@skynovay.com
Phone: +1-555-LEGAL-01 (+1-555-534-2501)
Legal Portal: legal.skynovay.com
Business Hours: Monday-Friday, 9:00 AM - 6:00 PM Pacific Time

Specialized Legal Contacts:
General Counsel: counsel@skynovay.com
Privacy Officer: privacy@skynovay.com
Compliance Officer: compliance@skynovay.com
Intellectual Property: ip@skynovay.com

Customer Support and Service Issues:
Email: support@skynovay.com
Phone: +1-555-SUPPORT (+1-555-787-7678)
Emergency Hotline: +1-555-URGENT-1 (+1-555-874-3681)
Support Portal: support.skynovay.com

Business and Sales Inquiries:
Email: business@skynovay.com
Phone: +1-555-SALES-01 (+1-555-725-3701)
Sales Portal: sales.skynovay.com

International Contacts:

European Representative:
Skynovay Europe Legal Services
45 Tech Hub Street
London SW1A 1AA
United Kingdom
Email: legal-eu@skynovay.com
Phone: +44-20-LEGAL-UK

Asia-Pacific Representative:
Skynovay APAC Legal Services
88 Marina Bay Drive
Singapore 018956
Email: legal-apac@skynovay.com
Phone: +65-LEGAL-SG

Regulatory and Government Affairs:
Email: government@skynovay.com
Phone: +1-555-GOV-AFRS (+1-555-468-2377)
Secure Portal: gov.skynovay.com

Response Times:

• Legal Inquiries: 2-3 business days for initial response
• Contract Questions: 1-2 business days for standard inquiries
• Urgent Legal Matters: Same business day response when possible
• Complex Contract Issues: 5-10 business days for detailed analysis

Document Submission:
For formal legal notices, contract documents, and official correspondence, please use certified mail or recognized courier services with delivery confirmation. Electronic submissions are also accepted at legal@skynovay.com with follow-up confirmation required.

These Terms of Service represent the current version effective as of the date listed above. We encourage regular review of these Terms to stay informed about your rights, obligations, and any updates to our service provisions. For the most current version, please visit our website or contact our legal department.

Document Version: 4.1.2
Last Reviewed: August 13, 2025
Next Scheduled Review: February 13, 2026