LayerDrone Network Terms of Use

BY PARTICIPATING IN THE NETWORK, YOU REPRESENT THAT YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (ALONG WITH ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, ARE REFERRED TO HEREIN AS A “RESTRICTED PERSON”). BY PARTICIPATING IN THE SPEXI PLATFORM, YOU REPRESENT THAT YOU ARE NOT A PERSON OR ENTITY WHO IS RESIDENT IN, A CITIZEN OF, IS LOCATED IN, IS INCORPORATED IN, OR HAS A REGISTERED OFFICE IN ANY RESTRICTED TERRITORY, AS DEFINED BELOW (ALONG WITH ANY SUCH PERSON OR ENTITY FROM A RESTRICTED TERRITORY, ARE REFERRED TO HEREIN AS A “RESTRICTED PERSON”). 

IMPORTANT NOTICE REGARDING ARBITRATION FOR U.S. USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND LAYERDRONE THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.IMPORTANT NOTICE REGARDING ARBITRATION FOR OUR USERS: WHEN YOU AGREE TO THESE TERMS YOU ARE AGREEING (WITH LIMITED EXCEPTION) TO RESOLVE ANY DISPUTE BETWEEN YOU AND SPEXI THROUGH BINDING, INDIVIDUAL ARBITRATION RATHER THAN IN COURT. PLEASE REVIEW CAREFULLY SECTION 16 “DISPUTE RESOLUTION” BELOW FOR DETAILS REGARDING ARBITRATION. HOWEVER, IF YOU ARE A RESIDENT OF A JURISDICTION WHERE APPLICABLE LAW PROHIBITS ARBITRATION OF DISPUTES, THE AGREEMENT TO ARBITRATE IN SECTION 16 WILL NOT APPLY TO YOU BUT THE PROVISIONS OF SECTION 15 (GOVERNING LAW AND FORUM CHOICE) WILL APPLY INSTEAD.

For purposes of these Terms, the following definitions apply:“Mapped Data” means any content in connection with a Mapped Spexigon that is posted, uploaded, or otherwise made available through the Spexi Platform.
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“Documentation” means the technical and user documentation available at https://support.layerdrone.org/, as updated from time to time.

“Mapped Data” means any content in connection a Mapped Spexigon that is posted, uploaded, or otherwise made available through the Network.

“Mapped Spexigon” means a Spexigon that has been flown and captured by a Pilot and successfully uploaded to the Spexi Platform and verified by LayerDrone.

“Pilot” means a User who accesses the Network to connect Third-Party Drone Technology and earn Rewards for mapping specified plots of land or locations.

“Rewards” means rewards in the form of stablecoins.

“Rewards Program” means the program established by LayerDrone under which Pilots may earn Rewards for mapping specified Spexigons, subject to the program rules and requirements as amended from time to time in LayerDrone’s sole discretion.

“Spexi” means Spexi Geospatial Inc.

“Spexigon” means a hexagonal plot of land that is approximately 22 acres in size. 

“Third-Party Drone Technology” means technology, including unmanned aerial vehicles (also referred to as RPAS, UAVs, multi-rotors, and drones), transmitters, receivers, hardware, and software, provided by third parties and compatible with the Network as specified in the Documentation.

“User” means any individual or entity that accesses or uses the Network, including Pilots.

• By clicking “I Agree” prior to accessing the Network, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not select “I Agree” and do not use the Network. If you are accessing and using the Network on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity. LayerDrone may release additional products and services in the future, and such services may be governed by additional addendums or supplemental terms that may be incorporated by reference into these Terms. 

• Please review our Privacy Notice, which also governs your use of the Network, for information on how we collect, use and share your information.

• (a)  Restricted Territories. You are not a resident, national, or agent of Cuba, Iran, North Korea, Belarus, Russia, and the Crimea, Luhansk, Donetsk, Zaporizhzhia, and Kherson regions of Ukraine, or any other country or jurisdiction to which the United Kingdom, United States, the United Nations Security Council, or the European Union embargoes goods or imposes similar sanctions (collectively, “Restricted Territories”).

• (b)  Sanctions List. You are not a member of any sanctions list or equivalent established by the United States, the United Nations Security Council, or the European Union (collectively, “Sanctions List Person”) and you do not intend to transact with any Restricted Person or Sanctions List Person. 

• (c) Account. You (i) possess all necessary licenses, permits, and authorizations required by applicable law to operate unmanned aerial vehicles or drones in the relevant jurisdiction; (ii) comply with all applicable aviation, drone, and data protection regulations; and (iii) meet any additional eligibility criteria specified by LayerDrone from time to time in its sole discretion.ut them.

• (d)  Verification. LayerDrone reserves the right to verify your eligibility at any time and to suspend or terminate your access to the Network if you fail to meet these requirements.

•  If you are accessing the Network to connect Third-Party Drone Technology as a Pilot, the following terms will apply to your use of the Network.

• (a) Compatible Third-Party Drone Technology. The Network is designed to interface solely with compatible “Third-Party Drone Technology” as set forth at https://docs.spexi.com/get-started/what-you-need-to-fly  and amended from time to time. Changes, including modifications and upgrades, to “Third-Party Drone Technology” made after the date of the Documentation may affect the interaction of the LayerDrone network with such “Third-Party Drone Technology” and the LayerDrone network may no longer effectively operate with such “Third-Party Drone Technology” following such changes. 

• (b) Mapped Data.
  
          (i) Data Submission. Our Network allows you to upload or otherwise submit Mapped Data. All Mapped Data submitted by Pilots must meet the minimum quality, accuracy, and completeness standards as specified by LayerDrone in the Documentation. LayerDrone reserves the right to reject, request resubmission of, or remove any Mapped Data that does not meet these standards, as determined in its sole discretion.The Spexi Platform allows you to upload or otherwise submit data captured in connection with a Spexigon. All Data submitted by Pilots must meet the minimum quality, accuracy, and completeness standards as specified by Spexi and/or LayerDrone (as defined below). Spexi reserves the right to reject, request resubmission of, or remove any Mapped Data that does not meet these standards, as determined in its sole discretion.
  
          (ii) Permissions to Your Mapped Data. By sharing any Mapped Data, Pilot hereby perpetually, unconditionally, and irrevocably assigns and transfers to LayerDrone and Spexi, all right, title, and interest, howsoever arising, including all intellectual property rights therein, in and to the Mapped Data. Pilot further waives and agrees not to assert any moral rights or rights of attribution it may have in the Mapped Data, to the fullest extent permitted by applicable law. Pilot acknowledges and agrees that the Rewards constitute full and adequate consideration for this assignment and waiver, and that no further compensation or consideration is owed by LayerDrone or Spexi.
  
        (iii) ou represent and warrant that you have (and will have) all rights that are necessary to grant us the rights in your Mapped Data under these Terms. You represent and warrant that neither your Mapped Data, nor your use and provision of your Mapped Data to be made available through the Network, nor any use of your Mapped Data by LayerDrone on or through the Network will infringe, misappropriate or violate a third party’s intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
  

• (c)  Payments to Pilot. Pilots may earn Rewards for eligible Mapped Data submitted to the LayerDrone network. Eligibility to receive Rewards and Reward amounts are subject to (i) LayerDrone’s Rewards Program terms, which will be available through the Network, and which may be amended at any time in LayerDrone’s sole discretion or (ii) if the Rewards are distributed by a third-party, such third party’s rewards terms. Only the first Pilot to successfully map a given location or task is eligible to receive the Rewards, and LayerDrone reserves the right to withhold, rescind, or require forfeiture of Rewards in the event of duplicate, incomplete, non-compliant, or fraudulent uploads, or if any eligibility criteria set forth in these Terms are not met, as determined in LayerDrone’s sole discretion (which determination shall be final and binding). Pilots are solely responsible for ensuring that all payment information is accurate and up to date, and for all tax obligations associated with the Rewards they receive. Failure to provide accurate payment or tax information, or to comply with applicable tax laws, may result in forfeiture of Rewards.

• (d) Drone Regulatory Compliance. Pilots are solely responsible for ensuring that all drone operations conducted in connection with the Network comply with all applicable laws, regulations, and guidelines, including but not limited to those relating to airspace, safety, privacy, and data collection. LayerDrone does not assume any responsibility for your compliance with such requirements.

• (e)  Battery Recycling. You agree to safely discharge and recycle the batteries of any Third-Party Drone Technology or other additional equipment used in strict accordance with the applicable laws and regulations of your jurisdiction. For assistance, contact your local recycling or waste collection center, and refer to the drone’s user manual for information on the battery type and any available manufacturer’s guidance on battery discharge instructions or other recycling specifications.

• (a) Post, upload, publish, submit or transmit any Mapped Data that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  
  (b) Use, display, mirror or frame the Network or any individual element within the Network, LayerDrone’s name, any LayerDrone trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without LayerDrone’s express written consent; 
  
  (c) Access, tamper with, or use non-public areas of the Network, LayerDrone’s computer systems, or the technical delivery systems of LayerDrone’s providers; 
  
  (d) Attempt to probe, scan or test the vulnerability of any LayerDrone system or network or breach any security or authentication measures; 
  
  (e) Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by LayerDrone or any of LayerDrone’s providers or any other third party (including another user) to protect the Network; 
  
  (f) Attempt to access or search the Network or download content from the Network using any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by LayerDrone or other generally available third-party web browsers; 
  
  (g) Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation; 
  
  (h) Use any meta tags or other hidden text or metadata utilizing a LayerDrone trademark, logo URL or product name without LayerDrone’s express written consent; 
  
  (i) Use the Network, or any portion thereof, for any purpose or for the benefit of any third party or in any manner not permitted by these Terms; 
  
  (j) Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Network to send altered, deceptive or false source-identifying information; 
  
  (k) Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Network; 
  
  (l) Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Network; 
  
  (m) Collect or store any personally identifiable information from the Network from other users of the Network without their express permission; 
  
  (n) Impersonate or misrepresent your affiliation with any person or entity; 
  
  (o) Violate any applicable law or regulation; or
  
  (p) Encourage or enable any other individual to do any of the foregoing.
  
  LayerDrone is not obligated to monitor access to or use of the Network or to review or edit any content. However, we have the right to do so for the purpose of operating the Network, to ensure compliance with these Terms and to comply with applicable law or other legal requirements. We reserve the right, but are not obligated, to remove or disable access to any content, including Mapped Data, at any time and without notice, including, but not limited to, if we, at our sole discretion, consider it objectionable or in violation of these Terms. We have the right to investigate violations of these Terms or conduct that affects the Network. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

• LayerDrone may collect, use, and disclose aggregated, anonymized data derived from Mapped Data or your use of the Network for any lawful purpose, including analytics, research, and improvement of the Network, provided that such data does not identify you or any individual.

•  The Network may allow you to access third-party websites or other resources. We provide access only as a convenience and are not responsible for the content, products or Network on or available from those resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party resources.

•  We may suspend or terminate your access to and use of the Network, at our sole discretion, at any time and without notice to you. Upon any termination, discontinuation or cancellation of the Network, the following Sections will survive: 5, 6, 7(b), 9,11, 12-17.

• THE NETWORK, INCLUDING ANY MAPPED DATA, ARE PROVIDED BY LAYERDRONE “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Network will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any information or content on the Network.

•  You will indemnify and hold LayerDrone and its officers, directors, supervisors, employees, advisors, consultants, service providers and agents, harmless from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (a) your access to or use of the Network, (b) your Mapped Data, or (c) your violation of these Terms.

• (a) TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER LAYERDRONE NOR ITS SERVICE PROVIDERS INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE NETWORK WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOST REVENUES, LOST SAVINGS, LOST BUSINESS OPPORTUNITY, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE NETWORK OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE NETWORK, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT LAYERDRONE OR ITS SERVICE PROVIDERS HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. 

• (b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL LAYERDRONE’S TOTAL CUMULATIVE LIABILITY TO YOU ARISING FROM ALL CLAIMS UNDER OR RELATED TO THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE NETWORK EXCEED THE AMOUNTS ACTUALLY PAID BY YOU OR ARE PAYABLE BY YOU TO LAYERDRONE FOR USE OF THE NETWORK, PROVIDED THAT IN NO EVENT WILL LAYERDRONE’S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS MADE UNDER OR RELATED TO THESE TERMS EXCEED ONE HUNDRED DOLLARS, $100.00.

• (c) THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN LAYERDRONE AND YOU.

• These Terms and any action related thereto will be governed by the laws of the Cayman Islands, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section 16 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and LayerDrone are not required to arbitrate will be the courts located in the Cayman Islands, and you and LayerDrone each waive any objection to jurisdiction and venue in such courts.

• (a) Mandatory Arbitration of Disputes. We each agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the participation in the Rewards Program (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and LayerDrone agree that Cayman Islands law governs the interpretation and enforcement of these Terms. This arbitration provision shall survive termination of these Terms.

• (b) Exceptions. As limited exceptions to Section 16(a) above: (i) we both may seek to resolve a Dispute in the Summary Court of the Cayman Islands if it qualifies; and (ii) we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our intellectual property rights.

• (c) Conducting Arbitration and Arbitration Rules. Any Disputes arising out of or relating to these Terms, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by binding arbitration to be administered by the Cayman International Mediation and Arbitration Centre (CI-MAC) in accordance with the CI-MAC Arbitration Rules (the “Arbitration Rules”) in force as at the date of these Terms, which Arbitration Rules are deemed to be incorporated by reference to these Terms. The arbitration shall be conducted in the English language and the place of arbitration shall be in George Town, Grand Cayman, Cayman Islands. The arbitration shall be determined by a sole arbitrator to be appointed in accordance with the Arbitration Rules. The decision of the sole arbitrator to any such dispute, controversy, difference or claim shall be in writing and shall be final and binding upon both parties without any right of appeal, and judgment upon any award thus obtained may be entered in or enforced by any court having jurisdiction thereof. No action at law or in equity based upon any claim arising out of or in relation to these Terms shall be instituted in any court of any jurisdiction. Each party waives any right it may have to assert the doctrine of forum non conveniens, to assert that it is not subject to the jurisdiction of such arbitration or courts or to object to venue to the extent any proceeding is brought in accordance herewith.

• (d) Arbitration Costs. Responsibility of payment of all filing, administration and arbitrator fees will be governed by the Arbitration Rules. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.

• (e) Injunctive and Declaratory Relief. Except as provided in Section 16(b) above, the arbitrator shall determine all issues of liability on the merits of any claim asserted by either party and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim.

• (f) Class Action Waiver: YOU AND THE LAYERDRONE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, if the parties’ Dispute is resolved through arbitration, the arbitrator may not consolidate another person’s claims with your claims, and may not otherwise preside over any form of a representative or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this Dispute Resolution section shall be null and void.

• (g) Severability. With the exception of any of the provisions in Section 16(f) of these Terms (“Class Action Waiver”), if an arbitrator or court of competent jurisdiction decides that any part of these Terms is invalid or unenforceable, the other parts of these Terms will still apply.

• (a)  Reservation of Rights. LayerDrone and its licensors exclusively own all right, title and interest in and to the Network, including all associated intellectual property rights. You acknowledge that the Network is protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Network.

• (b)  Entire Agreement; Assignment.  These Terms constitute the entire and exclusive understanding and agreement between LayerDrone and you regarding the Network, and these Terms supersede and replace all prior oral or written understandings or agreements between LayerDrone and you regarding the Network. If any provision of these Terms is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. Except where provided by applicable law in your jurisdiction, you may not assign or transfer these Terms, by operation of law or otherwise, without LayerDrone’s prior written consent. Any attempt by you to assign or transfer these Terms absent our consent or your statutory right, without such consent, will be null. LayerDrone may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

• (c) Notices. Any notices or other communications provided by LayerDrone under these Terms will be given: (i) via email; or (ii) by posting to the Network. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

• (d) Waiver of Rights. LayerDrone’s failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of LayerDrone. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

• (e)  English Language.   Nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employment relationship between you and LayerDrone. Each party is acting as an independent contractor.

•  If you have any questions about these Terms or the Network, please contact LayerDrone at support@layerdrone.org.