ADS-B EXCHANGE SPONSORED RECEIVER TERMS OF USE

PLEASE READ THIS TERMS OF USE CAREFULLY BEFORE USING ANY OF THE SERVICES (AS DEFINED BELOW) OR OFFERED BY OR ON BEHALF OF THE COMPANY (AS DEFINED BELOW) OR ITS AFFILIATES. IF YOU DO NOT ACCEPT THE TERMS OF THIS AGREEMENT, DO NOT USE THE SERVICES. 

This Sponsored Receiver Terms of Use (the “Agreement“, as modified from time to time in accordance with the terms of this Agreement) is a legal agreement between Sponsor, its Affiliates (as identified on the Order Form) and Company (each a “Party” and collectively the “Parties”) and defines the terms and conditions under which Sponsor is allowed to use the Services (as defined below). 

This Agreement takes effect on the earliest of: 1) executing or electronically accepting an Order Form referencing this Agreement; or 2) using the Services (the earliest of the foregoing being the “Effective Date”).

In order to use the Services, Sponsor must: 

By using the Services, Sponsor represent and warrant that it meet all the requirements listed above.

1. Definitions. 

1. “ADS-B Data” means the broadcast signals transmitted from aircraft to the Receiver. 

2. “Affiliate” of a party means any entity that directly or indirectly controls, is controlled by, or is under common control of that party. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the entity or the right to receive more than 50% of the profits or earning of the entity. 

2. “Company” means JETNET, LLC dba ADS-B Exchange. 

3.  “Order Form” means the Company Order Form to which these Terms and Conditions apply. 

4. “Receiver” means the Company hardware, software, antenna, and necessary equipment designed to receive ADS-B Data and transmit to the ADB-S Exchange server 

5. “Services” means the receiving from aircraft and transmitting of ADS-B Data to the ADS-B Exchange server. 

6. “Sponsor” means the entity listed on an Order Form that references this Agreement. 

2. Grant of License. 

1. Company grants to Sponsor a non-exclusive, non-transferable license to install and operate a Receiver at the location(s) specified on the Order Form. 

2. Sponsor agrees to install and operate the Receiver in accordance with the documentation, all applicable laws, regulations, and industry standards. 

3. Sponsor will comply with the terms and conditions of the Company’s Acceptable Use Policy located at https://www.adsbexchange.com/acceptable-use-policy. 

4. Sponsor will provide real-time ADS-B Data to ADS-B Exchange server in accordance with the specifications provided by Company.  

3. ADS-B Data Ownership. Company retains ownership of the raw ADS-B Data collected by the Receiver. 

4. Equipment and Maintenance. 

1. Company will provide the Receiver and associated equipment to Sponsor as described on the Order Form.  

2. Sponsor will install the Receiver per the installation instructions and will make best efforts to install the Receiver antenna outdoors in a location free from obstructions with clear line of site to the horizon. 

3. Sponsor will maintain the Receiver as required, including uninterruptable power and internet connections. 

4. Company may provide technical support and assistance to Sponsor as needed. 

5. Term and Termination. 

1. This agreement shall commence on the Effective Date and shall continue unless earlier terminated in accordance with this Agreement. 

2. Either Party may terminate this agreement upon 30 days’ written notice to the other Party. 

3. Upon termination, Sponsor shall return Receiver to Company. 

6. Indemnification.  Each Party shall indemnify and hold the other Party, its Affiliates and their respective officers, directors, shareholders, successors in interest, employees, and agents harmless from and against any and all claims, losses, damages, liabilities, costs, and expenses (including attorneys’ fees) (collectively, “Claims”) by a third party related to, arising from, or connected to the other party’s (i) breach of this agreement; (ii) gross negligence or intentional misconduct; (iii) Claims alleging any   violation or misappropriation of intellectual property rights or other rights of any third party; and/or (iv) any violation of applicable laws.  Each Party will cooperate as fully required by the other in defense of any Claim.  Neither Party will settle any Claim without the prior written consent of the other. 

7. Limitation of Liability.  TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY LOSS OF PROFITS, LOSS OF USE, LOSS OF REVENUE, LOSS OF OPPORTUNITY, LOSS OF ANTICIPATED SAVINGS, LOSS OF GOODWILL, LOSS OF DATA, INTERRUPTION OF BUSINESS, OR FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF A PARTYHAS BEEN ADVISED OR IS OTHERWISE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. 

8. Governing Law and Disputes 

1. The Laws of the State of New York, excluding its conflict of Laws rules, will apply to any and all disputes, controversies, or claims arising out of or relating to the Services or this Agreement (“Disputes”). The United Nations Convention on Contracts for the International Sale of Goods (the “Vienna Sales Convention 1980”) is excluded from this Agreement.  

2. Parties agree that any Disputes against the other may only be brought on an individual basis and not as a plaintiff or class member in any purported class or representative action or proceeding. Parties agree to waive any rights to a jury trial and/or participate in a class action against the other Party. All Disputes will be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) or JAMS (www.jamsadr.org) according to this provision and the applicable arbitration rules for that forum. The Federal Arbitration Act, 9 U.S.C. §§ 1-16, fully applies. Any arbitration hearing will occur in New York City, or another mutually agreeable location. The arbitrator’s award will be binding on the Parties and may be entered as a judgment in any court of competent jurisdiction. For purposes of this arbitration provision, references to a Party also include respective subsidiaries, affiliates, agents, employees, predecessors, successors and assigns.  

9. Assignment. Neither this Agreement nor any right or duty under this Agreement may be transferred, assigned or delegated by Sponsor, by operation of law or otherwise, without the prior written consent of Company. Any purported assignment in violation of the foregoing shall be null and void ab initio. This Agreement and/or any right or duty under this Agreement may be transferred by Company without the consent of Sponsor. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors and permitted assigns. 

10. Entire Agreement.  This agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written. 

11. Agreement Modifications. This Agreement was last modified on the date listed at the end of this Agreement (“Last Modified Date”). Company may make modifications to this Agreement by posting a revised Agreement on the Company’s website. Sponsor acknowledges and agrees that use of the Receiver by Sponsor after the Last Modified Date constitutes Sponsor’s acceptance of the modified terms, that such modified terms will become effective on the Last Modified Date, and that it is Sponsor’s responsibility to check this website regularly for modifications to this Agreement. Any term or condition in any purchase order or other document provided by Sponsor to Company will be null, void, and of no legal force or effect, unless it is made pursuant to an amendment to this Agreement and signed by an authorized representative of the Company. 

Last Modified Date: October 30, 2024