AERO AI, Inc.

End User License Agreement (EULA) and Terms of Service

PLEASE READ THIS AGREEMENT CAREFULLY BEFORE ACCESSING OR USING ANY AERO AI PRODUCTS OR SERVICES. BY CREATING AN ACCOUNT, DOWNLOADING, INSTALLING, ACCESSING, OR USING THE SOFTWARE, PLATFORM, OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SOFTWARE, PLATFORM, OR SERVICES.

This End User License Agreement and Terms of Service (this “Agreement”) is a legally binding contract between you, whether individually or on behalf of an entity (“You,” “Your,” or “Licensee”), and AERO AI, Inc., a Nevada corporation (“AERO AI,” “Company,” “we,” “us,” or “our”), with its principal office at 8400 West Sunset Road, Suite 300, PMB #299, Las Vegas, Nevada 89113.

This Agreement governs Your access to and use of the SiEGA Platform (including SiEGA Desktop and SiEGA Web), CorridorTwin, the AERO AI Marketplace, all related data products, professional services, documentation, updates, and any other software or services provided by AERO AI (collectively, the “Services”).

This Agreement is effective as of the earlier of: (a) the date You click “Accept,” “I Agree,” or a similar affirmative action; (b) the date You create an account on the AERO AI platform; (c) the date You download, install, or first access or use any of the Services; or (d) the date specified in an applicable Order Form or Statement of Work (the “Effective Date”).

1. Definitions

As used in this Agreement, the following terms shall have the meanings set forth below:

“Account” means the user account created by the Licensee to access the Services through the AERO AI platform at aeroai.io or through any desktop application. “Authorized User” means any individual who is authorized by the Licensee to access and use the Services under the Licensee’s Account, subject to the limitations of the applicable Subscription Plan. “Confidential Information” means any non-public information disclosed by either party to the other, whether orally, in writing, or electronically, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. Confidential Information includes, without limitation, proprietary technology, source code, algorithms, trade secrets, business plans, customer data, and pricing information. “CorridorTwin” means AERO AI’s operational intelligence software product designed for linear infrastructure corridor management, including digital twin creation, AI-powered classification, asset monitoring, and analytics. “Customer Data” means all data, files, content, and information uploaded, submitted, stored, or transmitted by or on behalf of the Licensee through the Services, including but not limited to drone imagery, LiDAR point clouds, CAD/BIM models, GIS data, orthomosaic maps, 3D models, metadata, geospatial coordinates, annotations, measurements, and any outputs or derivatives generated by the Services from such data. “Data Products” means the geospatial data deliverables offered by AERO AI, including but not limited to orthomosaic imagery, 3D models and tilesets, LiDAR point clouds, thermal imagery and maps, terrain models, NDVI maps, Scan-to-BIM/CAD deliverables, digital twins, and any other processed data outputs. “Documentation” means all user manuals, technical specifications, help files, release notes, training materials, API documentation, and other written or electronic materials provided by AERO AI relating to the Software or Services, including materials available at docs.aeroai.io. “Intellectual Property Rights” means all patents, copyrights, trademarks, trade secrets, trade dress, domain names, moral rights, know-how, and any other intellectual or industrial property rights of any kind, whether registered or unregistered, and all applications, renewals, extensions, and restorations thereof, under the laws of any jurisdiction worldwide. “Marketplace” means the AERO AI data marketplace through which curated aerial, terrestrial, and synthetic datasets and geospatial data products are made available for access, licensing, or purchase. “Order Form” means any ordering document, quote, statement of work, or purchase order executed between AERO AI and the Licensee that references this Agreement and specifies the Services, Subscription Plan, fees, and other commercial terms. “Professional Services” means consulting, implementation, data capture, data processing, custom development, drone operations, reality capture, Scan-to-BIM, training, or other professional services provided by AERO AI, whether under a Statement of Work or as otherwise agreed. “SiEGA Platform” (or “SiEGA”) means the Simulated Environments for Geospatial Assets platform developed by AERO AI, including SiEGA Desktop (the locally installed Unreal Engine- based application), SiEGA Web (the browser-based streaming application), SiEGA Studio (custom immersive experience extensions), and all related tools, features, plugins, and components. “Software” means the SiEGA Platform, CorridorTwin, and any other software applications, tools, APIs, SDKs, plugins, installers, launchers, and updates provided by AERO AI, in both object code and, where applicable, source code form. “Subscription Fee” means the fees payable by the Licensee for access to and use of the Services, as specified in the applicable Order Form, on the AERO AI website, or as otherwise communicated by AERO AI. “Subscription Plan” means the specific tier, level, or package of Services selected or assigned to the Licensee, which may include free trials, individual plans, team plans, enterprise plans, or custom arrangements, each with its own feature set, usage limits, and pricing. “Subscription Term” means the period during which the Licensee is authorized to access and use the Services, as specified in the applicable Order Form or Subscription Plan, including any renewal periods. “Third-Party Services” means any third-party software, services, APIs, platforms, data, or content that are integrated with, accessed through, or used in connection with the Services, including but not limited to Cesium, Cesium Ion, Google Maps Platform (including Google Photorealistic 3D Tiles and Google Map Tiles), Unreal Engine, Epic Games services, Bentley iTwin, Amazon Web Services (AWS), Google Cloud Platform, Convai, and any other third-party components.

2. Account Registration and Eligibility

2.1 Eligibility

You must be at least eighteen (18) years of age and have the legal capacity to enter into binding agreements to use the Services. If You are accessing the Services on behalf of an organization, You represent and warrant that You have the authority to bind that organization to this Agreement.

2.2 Account Creation

To access the Services, You must create an Account by providing accurate, current, and complete registration information, including Your name, email address, and a password. You agree to keep Your registration information updated and accurate at all times.

2.3 Account Security

You are solely responsible for maintaining the confidentiality and security of Your Account credentials, including Your password and any API keys, access tokens (including Cesium access tokens linked to Your Account), and authentication credentials. You agree to immediately notify AERO AI at info@aeroai.io of any unauthorized access to or use of Your Account. AERO AI shall not be liable for any loss or damage arising from Your failure to protect Your Account credentials

2.4 Account Restrictions

You may not share, transfer, sell, or otherwise make Your Account credentials available to any third party. Each Authorized User must have a separate Account unless otherwise specified in Your Subscription Plan. AERO AI reserves the right to suspend or terminate any Account that it reasonably believes has been compromised or is being used in violation of this Agreement.

3. License Grants

3.1 Software License

Subject to the terms and conditions of this Agreement and payment of all applicable Subscription Fees, AERO AI grants You a limited, non-exclusive, non-transferable, non- sublicensable, revocable license during the Subscription Term to:
(a) Download, install, and use the SiEGA Desktop application on devices owned or controlled by You or Your organization, solely for Your internal business or personal purposes;
(b) Access and use SiEGA Web through a supported web browser for Your internal business or personal purposes;
(c) Access and use CorridorTwin in accordance with the applicable Subscription Plan and Order Form;
(d) Access and use the Marketplace to browse, license, or purchase Data Products in accordance with the applicable terms; and
(e) Use the Documentation in connection with Your authorized use of the Software.

3.2 License Restrictions

Except as expressly permitted in this Agreement, You shall not, and shall not permit any third party to:
(a) Copy, modify, adapt, translate, or create derivative works based on the Software or any component thereof;
(b) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, underlying algorithms, data structures, or architecture of the Software;
(c) Sublicense, sell, resell, lease, rent, lend, distribute, transfer, or otherwise make the Software available to any third party, except as expressly authorized;
(d) Remove, alter, obscure, or tamper with any proprietary notices, labels, trademarks, or branding on or within the Software;
(e) Use the Software to develop, train, or improve any competing product or service, including any artificial intelligence or machine learning model, without AERO AI's prior written consent;
(f) Use the Software for any illegal, fraudulent, harmful, or unauthorized purpose;
(g) Attempt to circumvent or disable any security, access control, licensing, digital rights management, or usage-monitoring mechanism in the Software;
(h) Use the Software in a manner that could damage, disable, overburden, or impair AERO AI's servers, networks, or infrastructure, or interfere with any other party's use of the Services;
(i) Use any automated means (including bots, scrapers, spiders, or crawlers) to access or interact with the Services, except through APIs provided by AERO AI for that purpose;
(j) Upload, transmit, or store any content that is unlawful, infringing, defamatory, obscene, or that contains malware, viruses, or other harmful code; or
(k) Benchmark, performance test, or publish comparative analysis of the Software without AERO AI's prior written consent.

3.3 Reservation of Rights

All rights not expressly granted in this Agreement are reserved by AERO AI. No implied licenses are granted by this Agreement. The Software is licensed, not sold, and AERO AI retains all right, title, and interest in and to the Software, including all Intellectual Property Rights therein.

3.4 Open-Source Components

The Software may include open-source software components, each of which is licensed under its own applicable open-source license. Nothing in this Agreement limits Your rights under, or grants You rights that supersede, any open-source license terms. A list of open-source components and their applicable licenses may be provided in the Documentation or upon written request.

4. SiEGA Platform Specific Terms

4.1 SiEGA Desktop

SiEGA Desktop is a locally installed application built on Unreal Engine that provides immersive 3D geospatial visualization and analysis capabilities. Use of SiEGA Desktop requires installation via the AERO AI Launcher and is subject to the system requirements published in the Documentation. SiEGA Desktop features include, but are not limited to, importing and visualizing CAD/BIM models, LiDAR point clouds, GIS data, 3D tilesets, drone imagery, GeoJSON files, Gaussian Splats, measurements, annotations, weather simulation, time-of-day controls, walk mode, metadata inspection, virtual reality mode, AI assistant capabilities, and local and cloud saving.

4.2 SiEGA Web

SiEGA Web provides browser-based access to the SiEGA environment via cloud streaming. Use of SiEGA Web consumes streaming minutes as allocated under Your Subscription Plan. You are responsible for ending each streaming session properly to conserve allocated minutes. Unused streaming minutes may not carry over between billing periods unless otherwise specified in Your Subscription Plan.

4.3 SiEGA Studio

SiEGA Studio is a customizable extension of the SiEGA Platform designed for advanced immersive experiences, including architectural visualization, cultural heritage preservation, educational environments, 3D traffic simulation, VR training, and custom interactive applications. Studio projects are developed collaboratively between AERO AI and the Licensee under a separate Statement of Work or Order Form, and may be subject to additional fees and terms.

4.4 Third-Party Token Integration

Certain features of the SiEGA Platform require integration with third-party services, including Cesium Ion. You are responsible for obtaining and maintaining Your own Cesium access token and for compliance with Cesium's terms of service. AERO AI is not responsible for the availability, accuracy, or performance of third-party services or for any changes to third-party terms, APIs, or pricing.

4. SIEGA PLATFORM SPECIFIC TERMS

4.1 SiEGA Desktop

SiEGA Desktop is a locally installed application built on Unreal Engine that provides immersive 3D geospatial visualization and analysis capabilities. Use of SiEGA Desktop requires installation via the AERO AI Launcher and is subject to the system requirements published in the Documentation. SiEGA Desktop features include, but are not limited to, importing and visualizing CAD/BIM models, LiDAR point clouds, GIS data, 3D tilesets, drone imagery, GeoJSON files, Gaussian Splats, measurements, annotations, weather simulation, time-of-day controls, walk mode, metadata inspection, virtual reality mode, AI assistant capabilities, and local and cloud saving.

4.2 SiEGA Web

SiEGA Web provides browser-based access to the SiEGA environment via cloud streaming. Use of SiEGA Web consumes streaming minutes as allocated under Your Subscription Plan. You are responsible for ending each streaming session properly to conserve allocated minutes. Unused streaming minutes may not carry over between billing periods unless otherwise specified in Your Subscription Plan.

4.3 SiEGA Studio

SiEGA Studio is a customizable extension of the SiEGA Platform designed for advanced immersive experiences, including architectural visualization, cultural heritage preservation, educational environments, 3D traffic simulation, VR training, and custom interactive applications. Studio projects are developed collaboratively between AERO AI and the Licensee under a separate Statement of Work or Order Form, and may be subject to additional fees and terms

4.4 Third-Party Token Integration

Certain features of the SiEGA Platform require integration with third-party services, including Cesium Ion. You are responsible for obtaining and maintaining Your own Cesium access token and for compliance with Cesium’s terms of service. AERO AI is not responsible for the availability, accuracy, or performance of third-party services or for any changes to third-party terms, APIs, or pricing.

5. CORRIDORTWIN SPECIFIC TERMS

CorridorTwin is AERO AI’s operational intelligence product for linear infrastructure corridors. Access to CorridorTwin is governed by the applicable Order Form and Subscription Plan. CorridorTwin features may include digital twin visualization, AI-powered asset classification from drone LiDAR and imagery, corridor health monitoring, change detection, analytics dashboards, and integration with third-party infrastructure management systems, including Bentley iTwin. AERO AI reserves the right to update, modify, or enhance CorridorTwin’s features at any time, provided that material reductions in functionality during an active Subscription Term will be communicated to affected Licensees with reasonable advance notice.

6. Data Products, Professional Services, and Marketplace

6.1 Data Products

AERO AI offers Data Products including, but not limited to, orthomosaic imagery, 3D mesh models and tilesets, LiDAR point clouds, thermal imagery and maps, NDVI vegetation analysis maps, terrain and elevation models, Scan-to-BIM and Scan-to-CAD deliverables, digital twin models, and aerial documentation (images, videos, and 360-degree panoramas). Data Products are delivered in accordance with the applicable Order Form, purchase agreement, or as specified on the AERO AI website. Unless otherwise agreed in writing, AERO AI retains ownership of all Intellectual Property Rights in the Data Products, and the Licensee receives a non-exclusive license to use the Data Products for the Licensee's internal business purposes.

6.2 Professional Services

Professional Services, including drone operations, reality capture, data processing, Scan-to-BIM, custom digital twin development, consulting, implementation, and training, are provided under separate Statements of Work or Order Forms that specify the scope, deliverables, timeline, and fees. All drone operations performed by AERO AI are conducted in compliance with applicable Federal Aviation Administration (FAA) regulations, including 14 CFR Part 107, Remote ID requirements, and any applicable waivers or authorizations. The Licensee is responsible for obtaining any site access permissions, landowner authorizations, or permits required for AERO AI to perform Professional Services at the Licensee's designated locations.

6.3 Marketplace

The AERO AI Marketplace provides access to curated aerial, terrestrial, and synthetic datasets for AI training, analysis, research, and decision-making. Marketplace datasets may be offered by AERO AI or by third-party data providers. Each Marketplace dataset is subject to its own license terms, usage restrictions, and pricing. You agree to comply with all applicable license terms for any Marketplace dataset You access or purchase. AERO AI does not warrant the accuracy, completeness, or fitness for a particular purpose of any third-party dataset available through the Marketplace.

7. Fees and Payment

7.1 Subscription Fees

You agree to pay all Subscription Fees applicable to Your Subscription Plan as specified in the applicable Order Form or on the AERO AI website. Fees are quoted in United States dollars unless otherwise specified. AERO AI reserves the right to modify its pricing at any time; provided, however, that fee changes shall not apply to the current Subscription Term unless You upgrade Your Subscription Plan.

7.2 Payment Terms

All fees are due and payable in advance of each billing period unless otherwise specified in an Order Form. Invoiced amounts are due within thirty (30) days of the invoice date. AERO AI may suspend access to the Services if any payment is more than fifteen (15) days past due, after providing written notice.

7.3 Taxes

All fees are exclusive of applicable sales, use, value-added, withholding, and other taxes. The Licensee is responsible for all taxes associated with the Services, except for taxes based on AERO AI's net income.

7.4 Refunds

Except as required by applicable law or as expressly stated in this Agreement, all fees are non-refundable. If AERO AI materially fails to provide the Services in accordance with this Agreement and does not cure such failure within thirty (30) days of receiving written notice, the Licensee may be entitled to a pro-rata refund for the unused portion of prepaid fees for the affected Services.

7.5 Free Trials and Beta Features

AERO AI may offer free trials, beta features, or early access programs. These offerings are provided "as is" and "as available" without warranty, and AERO AI may discontinue or modify them at any time without notice or liability. AERO AI is under no obligation to make any beta feature generally available.

8. Customer Data and Privacy

8.1 Ownership of Customer Data

As between the parties, the Licensee retains all right, title, and interest in and to Customer Data. Nothing in this Agreement transfers ownership of Customer Data to AERO AI.

8.2 License to Customer Data

The Licensee grants AERO AI a non-exclusive, worldwide, royalty-free license to access, use, process, store, transmit, and display Customer Data solely as necessary to provide, maintain, and improve the Services, to provide technical support, and to comply with applicable law. This license terminates upon deletion of the Customer Data or termination of this Agreement, subject to AERO AI's data retention policies and backup procedures.

8.3 Aggregated and Anonymized Data

AERO AI may collect, aggregate, and anonymize data derived from the Licensee's use of the Services such that it does not identify the Licensee or any individual ("Aggregated Data"). AERO AI may use Aggregated Data for any lawful business purpose, including product improvement, analytics, benchmarking, and research, without restriction or obligation to the Licensee.

8.4 Data Security

AERO AI shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction. AERO AI's security practices are commensurate with industry standards for cloud-based software-as-a-service platforms.

8.5 Privacy Policy

AERO AI's collection, use, and disclosure of personal information is governed by the AERO AI Privacy Policy, which is available on the AERO AI website and incorporated into this Agreement by reference. By using the Services, You consent to the practices described in the Privacy Policy.

8.6 Data Portability and Deletion

Upon written request and subject to technical feasibility, AERO AI will provide the Licensee with a copy of the Licensee's Customer Data in a standard, machine-readable format. Following termination of this Agreement or upon written request, AERO AI will delete or return Customer Data within ninety (90) days, except as required by applicable law, regulation, or legal process, or as retained in routine backups that will be deleted in accordance with AERO AI's standard backup rotation schedule.

9. Intellectual Property

9.1 AERO AI Intellectual Property

All right, title, and interest in and to the Software, Services, Documentation, Data Products (excluding Customer Data), Marketplace, and all related Intellectual Property Rights, including all improvements, enhancements, modifications, derivative works, trade secrets, patents, copyrights, trademarks ("AERO AI," "SiEGA," "CorridorTwin," and related marks and logos), and other proprietary rights, belong exclusively to AERO AI or its licensors. This Agreement does not convey any ownership interest in or to the Software or Services.

9.2 Feedback

If You provide AERO AI with any suggestions, ideas, enhancement requests, feedback, recommendations, or other input regarding the Services ("Feedback"), You hereby grant AERO AI an irrevocable, perpetual, worldwide, royalty-free, fully paid-up, non-exclusive, sublicensable license to use, incorporate, modify, and commercialize such Feedback for any purpose without attribution, compensation, or obligation to You.

9.3 Licensee Intellectual Property

Except for the license granted in Section 8.2, nothing in this Agreement grants AERO AI any right, title, or interest in the Licensee's pre-existing intellectual property, including Customer Data, proprietary models, or trade secrets uploaded to the Services.

10. Third-Party Services and Components

10.1 Third-Party Terms

The Services incorporate and rely upon Third-Party Services, including but not limited to:
Cesium and Cesium Ion (3D geospatial tiling and streaming)
Google Maps Platform, including Google Photorealistic 3D Tiles and Google Map Tiles
Unreal Engine and Epic Games services
Bentley iTwin services
Amazon Web Services (AWS) and Google Cloud Platform
Convai (conversational AI for NPC and AI assistant features)
Any other third-party libraries, APIs, or services identified in the Documentation

By accepting this Agreement and using the Services, You agree to comply with all applicable terms, conditions, and acceptable use policies of these Third-Party Services. You acknowledge that AERO AI has no control over and assumes no responsibility for the content, privacy policies, terms of service, or practices of any Third-Party Service.

10.2 Third-Party Availability

AERO AI does not guarantee the continued availability, compatibility, or performance of any Third-Party Service. If a Third-Party Service becomes unavailable or its terms change in a manner that materially affects the Services, AERO AI will use commercially reasonable efforts to provide an alternative or workaround, but shall not be liable for any resulting disruption, degradation, or limitation of the Services.

11. Acceptable Use Policy

You agree not to use the Services to:
(a) Violate any applicable local, state, national, or international law or regulation;
(b) Infringe upon or misappropriate any third party's Intellectual Property Rights, privacy rights, or other proprietary rights;
(c) Upload, store, or transmit any data that You do not have the right to upload, store, or transmit under any law, regulation, contractual obligation, or fiduciary relationship;
(d) Upload, transmit, or store any content that contains malware, viruses, Trojan horses, ransomware, worms, time bombs, or other harmful or malicious code;
(e) Engage in any activity that interferes with, disrupts, or imposes an unreasonable burden on the Services or AERO AI's infrastructure;
(f) Attempt to gain unauthorized access to any portion of the Services, other user accounts, computer systems, or networks connected to the Services;
(g) Use the Services for any purpose that is competitive with AERO AI, including benchmarking, competitive intelligence gathering, or development of a competing product or service;
(h) Use the Services to process, store, or transmit data subject to the International Traffic in Arms Regulations (ITAR), Export Administration Regulations (EAR), or other export control laws, unless AERO AI has provided prior written authorization;
(i) Resell, redistribute, or commercially exploit the Services or any portion thereof without AERO AI's prior written consent; or
(j) Engage in any activity that could bring AERO AI or its Services into disrepute or that is otherwise objectionable, as determined by AERO AI in its reasonable discretion.

AERO AI reserves the right to investigate and take appropriate action in response to any suspected violation of this Acceptable Use Policy, including suspension or termination of the Licensee's Account and access to the Services.

12. Confidentiality

12.1 Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement. Each party shall use the other party's Confidential Information only for the purposes of exercising its rights and performing its obligations under this Agreement.

12.2 Exceptions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was rightfully known by the receiving party prior to disclosure without restriction; (c) is rightfully received from a third party without restriction and without breach of any obligation of confidentiality; or (d) is independently developed by the receiving party without reference to or use of the disclosing party's Confidential Information.

12.3 Compelled Disclosure

A receiving party may disclose Confidential Information if required by law, regulation, court order, or governmental authority, provided that the receiving party gives the disclosing party prompt written notice (to the extent permitted by law) and cooperates with the disclosing party's efforts to seek a protective order or other appropriate remedy.

13. Representations and Warranties

13.1 Mutual Representations

Each party represents and warrants that: (a) it has the legal power and authority to enter into this Agreement; (b) the execution and performance of this Agreement do not conflict with any other agreement to which it is a party; and (c) this Agreement constitutes a valid and binding obligation enforceable against it in accordance with its terms.

13.2 AERO AI Warranties

AERO AI warrants that: (a) the Services will perform materially in accordance with the Documentation during the Subscription Term; (b) Professional Services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards; and (c) AERO AI will not knowingly introduce any malicious code into the Software. AERO AI's sole obligation and the Licensee's exclusive remedy for a breach of the foregoing warranty shall be, at AERO AI's option, to repair or replace the non-conforming Services or to refund the pro-rata fees paid for the affected Services during the period of non-conformance.

13.3 Licensee Warranties

The Licensee represents and warrants that: (a) the Licensee has all necessary rights, licenses, and permissions to upload, submit, and use Customer Data with the Services; (b) Customer Data does not infringe or violate any third party's Intellectual Property Rights, privacy rights, or other rights; (c) the Licensee will comply with all applicable laws and regulations in its use of the Services, including but not limited to data protection and export control laws; and (d) the Licensee will not use the Services in connection with any unmanned aircraft system (UAS or drone) operations except in compliance with all applicable FAA regulations and state and local laws.

14. Disclaimer of Warranties

EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 13, THE SERVICES, SOFTWARE, DATA PRODUCTS, DOCUMENTATION, AND ALL OTHER MATERIALS AND CONTENT PROVIDED BY AERO AI ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AERO AI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.

WITHOUT LIMITING THE FOREGOING, AERO AI DOES NOT WARRANT THAT:
(A) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS;
(B) THE RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE, RELIABLE, OR COMPLETE;
(C) ANY GEOSPATIAL DATA, MEASUREMENTS, MODELS, CLASSIFICATIONS, OR ANALYTICS PROVIDED THROUGH THE SERVICES WILL BE SUITABLE FOR ANY PARTICULAR USE, INCLUDING ENGINEERING, CONSTRUCTION, REGULATORY COMPLIANCE, OR SAFETY-CRITICAL APPLICATIONS; OR
(D) DEFECTS IN THE SERVICES WILL BE CORRECTED.

THE LICENSEE ACKNOWLEDGES THAT GEOSPATIAL DATA AND AI-GENERATED OUTPUTS ARE INHERENTLY SUBJECT TO VARIABILITY AND THAT THE SERVICES SHOULD NOT BE RELIED UPON AS THE SOLE BASIS FOR DECISIONS INVOLVING LIFE SAFETY, STRUCTURAL INTEGRITY, REGULATORY COMPLIANCE, OR CRITICAL INFRASTRUCTURE WITHOUT INDEPENDENT VERIFICATION BY A QUALIFIED PROFESSIONAL.

15. Limitation of Liability

15.1 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

15.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE AGGREGATE LIABILITY OF AERO AI AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, AND LICENSORS, ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY THE LICENSEE TO AERO AI DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE THOUSAND DOLLARS ($1,000), WHICHEVER IS GREATER.

15.3 Exceptions

The limitations set forth in Sections 15.1 and 15.2 shall not apply to: (a) either party's breach of its confidentiality obligations under Section 12; (b) the Licensee's breach of the license restrictions under Section 3.2; (c) either party's indemnification obligations under Section 16; or (d) liability that cannot be limited or excluded under applicable law.

16. Indemnification

16.1 Indemnification by AERO AI

AERO AI shall defend, indemnify, and hold harmless the Licensee from and against any third-party claim, action, suit, or proceeding alleging that the Licensee's authorized use of the Services (excluding Customer Data and Third-Party Services) infringes or misappropriates such third party's Intellectual Property Rights, and shall pay any final judgment or approved settlement amounts. If the Services become, or in AERO AI's opinion are likely to become, the subject of an infringement claim, AERO AI may, at its option and expense: (a) procure the right for the Licensee to continue using the Services; (b) replace or modify the Services to make them non-infringing; or (c) if neither (a) nor (b) is commercially practicable, terminate the affected Services and refund any prepaid fees for the unused portion of the Subscription Term.

16.2 Indemnification by Licensee

The Licensee shall defend, indemnify, and hold harmless AERO AI and its officers, directors, employees, agents, and affiliates from and against any third-party claim, action, suit, or proceeding arising from or relating to: (a) the Licensee's use of the Services in violation of this Agreement; (b) Customer Data or any content uploaded, stored, or transmitted by the Licensee through the Services; (c) the Licensee's violation of any applicable law or regulation; or (d) the Licensee's negligence or willful misconduct.

16.3 Indemnification Procedures

The indemnifying party's obligations are conditioned upon: (a) prompt written notice of the claim; (b) sole control of the defense and settlement of the claim; and (c) reasonable cooperation from the indemnified party at the indemnifying party's expense. The indemnified party may participate in the defense at its own expense with counsel of its choice.

17. Term and Termination

17.1 Term

This Agreement commences on the Effective Date and continues for the duration of the applicable Subscription Term, unless earlier terminated in accordance with this Section 17. Subscription Terms shall automatically renew for successive periods equal to the initial Subscription Term unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the then-current Subscription Term, or as otherwise specified in the applicable Order Form.

17.2 Termination for Convenience

The Licensee may terminate this Agreement at any time by ceasing to use the Services, closing the Licensee's Account, and uninstalling the Software. AERO AI may terminate this Agreement or any Subscription Plan upon thirty (30) days' prior written notice to the Licensee.

17.3 Termination for Cause

Either party may terminate this Agreement immediately upon written notice if the other party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days of receiving written notice; (b) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy, receivership, or similar proceeding; or (c) ceases to operate in the ordinary course of business.

17.4 Effect of Termination

Upon termination or expiration of this Agreement: (a) all licenses granted herein shall immediately terminate; (b) the Licensee shall cease all use of the Services, uninstall the Software, and destroy all copies in the Licensee's possession or control; (c) each party shall return or destroy the other party's Confidential Information; (d) the Licensee shall pay all fees due and owing through the date of termination; and (e) AERO AI shall make Customer Data available for export for a period of thirty (30) days following termination, after which AERO AI may delete all Customer Data.

17.5 Survival

The following sections shall survive termination or expiration of this Agreement: Sections 1, 8.1, 8.3, 9, 12, 14, 15, 16, 17.4, 17.5, 18, 19, 20, 21, 22, and 23.

18. Export Compliance and Government Use

18.1 Export Compliance

The Licensee acknowledges that the Services may be subject to United States export control laws and regulations, including the Export Administration Regulations (EAR) and the International Traffic in Arms Regulations (ITAR). The Licensee shall not export, re-export, or transfer the Services, directly or indirectly, to any country, entity, or individual prohibited or restricted under applicable export control laws without obtaining all required government authorizations.

18.2 Government Use

If the Licensee is a United States government agency or department, the Software is provided as "commercial computer software" and "commercial computer software documentation" as defined in 48 C.F.R. §2.101 and 48 C.F.R. §12.212, and the government's rights are limited to those rights customarily provided to the public as set forth in this Agreement.

19. Governing Law and Dispute Resolution

19.1 Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, without regard to its conflict of law principles. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.

19.2 Dispute Resolution

Any dispute, controversy, or claim arising out of or relating to this Agreement that cannot be resolved through good-faith negotiation between the parties within thirty (30) days of written notice shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted in Clark County, Nevada, by a single arbitrator mutually agreed upon by the parties or, failing agreement, appointed by the AAA. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. Each party shall bear its own costs and attorneys' fees, unless the arbitrator determines otherwise.

19.3 Injunctive Relief

Notwithstanding Section 19.2, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its Intellectual Property Rights or Confidential Information without the requirement of posting bond. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Clark County, Nevada, for any such proceedings.

19.4 Class Action Waiver

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU AND AERO AI EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, BOTH PARTIES WAIVE ANY RIGHT TO A JURY TRIAL.

20. Modifications to this Agreement

AERO AI reserves the right to modify, amend, or update this Agreement at any time by posting the revised version on the AERO AI website or by providing notice through the Services. Material changes will be communicated to the Licensee via email or in-app notification at least thirty (30) days prior to the effective date of the changes. Your continued use of the Services after the effective date of any modifications constitutes Your acceptance of the modified Agreement. If You do not agree to the modified terms, You must cease using the Services and close Your Account before the effective date of the changes.

21. General Provisions

21.1 Entire Agreement

This Agreement, together with any Order Forms, Statements of Work, and the Privacy Policy, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, warranties, and understandings, whether written or oral. In the event of a conflict between this Agreement and an Order Form, the Order Form shall control with respect to the specific subject matter of the Order Form.

21.2 Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions shall continue in full force and effect.

21.3 Waiver

The failure of either party to enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by the waiving party to be effective.

21.4 Assignment

The Licensee may not assign, transfer, or delegate this Agreement or any of its rights or obligations hereunder without AERO AI's prior written consent. AERO AI may assign this Agreement, in whole or in part, without the Licensee's consent in connection with a merger, acquisition, reorganization, sale of all or substantially all of its assets, or by operation of law. Any attempted assignment in violation of this section shall be void.

21.5 Notices

All notices under this Agreement shall be in writing and shall be deemed given when: (a) delivered personally; (b) sent by confirmed email; (c) sent by nationally recognized overnight courier; or (d) sent by certified or registered mail, return receipt requested, postage prepaid. Notices to AERO AI shall be addressed to: AERO AI, Inc., 8400 West Sunset Road, Suite 300, PMB #299, Las Vegas, Nevada 89113, Attn: Legal Department, or by email to legal@aeroai.io. Notices to the Licensee shall be sent to the email address associated with the Licensee's Account.

21.6 Force Majeure

Neither party shall be liable for any failure or delay in performing its obligations under this Agreement (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemics, epidemics, war, terrorism, riots, embargoes, acts of government, labor disputes, power failures, internet or telecommunications failures, cyberattacks, or third-party service outages.

21.7 Independent Contractors

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, agency, franchise, or employment relationship between the parties. Neither party has authority to bind or commit the other party in any manner.

21.8 Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto and their permitted successors and assigns. Nothing in this Agreement, express or implied, is intended to confer upon any third party any legal or equitable right, benefit, or remedy.

21.9 Headings

The section headings in this Agreement are for convenience of reference only and shall not affect the interpretation or construction of this Agreement.

21.10 Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Electronic signatures and click-through acceptances shall have the same legal effect as original signatures.

22. Digital Millennium Copyright Act (DMCA) Notice

AERO AI respects the Intellectual Property Rights of others and expects its Licensees to do the same. If You believe that content available through the Services infringes Your copyright, You may submit a DMCA notice to AERO AI's designated copyright agent:

AERO AI, Inc.
Attn: Copyright Agent
8400 West Sunset Road, Suite 300, PMB #299
Las Vegas, Nevada 89113
Email: legal@aeroai.io

Your notice must include: (a) a description of the copyrighted work claimed to be infringed; (b) the location of the infringing material within the Services; (c) Your contact information; (d) a statement of good faith belief that the use is not authorized; (e) a statement under penalty of perjury that the information is accurate and that You are the copyright owner or authorized to act on behalf of the copyright owner; and (f) Your physical or electronic signature.

23. Contact Information

If You have any questions, concerns, or requests regarding this Agreement, please contact AERO AI at:

AERO AI, Inc.
8400 West Sunset Road, Suite 300, PMB #299
Las Vegas, Nevada 89113
Email: info@aeroai.io
Website: www.aeroai.io
Phone: (702) 608-5172

BY CLICKING "ACCEPT," CREATING AN ACCOUNT, OR USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY ALL TERMS AND CONDITIONS OF THIS AGREEMENT.

© 2026 AERO AI, Inc. All rights reserved.