1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Ctrl Canada Inc. and its affiliates, including Ctrl USA LLC (collectively, "Ctrl," "we," "us," or "our"). These Terms govern your access to and use of our website (ctrlgeospatial.com), platforms, applications (including Airbase, Asset, and C11), and related services (collectively, the "Services").

By accessing or using our Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you must not access or use our Services.

If you are using the Services on behalf of a company, organization, or other entity, you represent and warrant that you have the authority to bind that entity to these Terms, and "you" and "your" will refer to that entity.

2. Description of Services

Ctrl provides geospatial intelligence services and platforms, including drone-based data collection and analysis, infrastructure inspection services, geospatial data processing and visualization through our platforms (Airbase, Asset, and C11), autonomous drone dock systems, and related consulting and professional services. The specific services provided to you will be defined in your service agreement or subscription terms.

3. Account Registration

To access certain features of our Services, you may be required to create an account. When registering, you agree to provide accurate, current, and complete information, maintain and promptly update your account information, maintain the security and confidentiality of your login credentials, accept responsibility for all activities that occur under your account, and notify us immediately of any unauthorized use of your account.

We reserve the right to suspend or terminate your account if any information provided is inaccurate, false, or no longer current, or if we reasonably believe that your account has been compromised.

4. Acceptable Use

You agree to use the Services only for lawful purposes and in accordance with these Terms. You agree not to use the Services in any way that violates any applicable federal, provincial, state, local, or international law or regulation, to infringe upon or violate our intellectual property rights or the intellectual property rights of others, to transmit any material that is defamatory, obscene, fraudulent, or otherwise objectionable, to attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services, to interfere with or disrupt the integrity or performance of the Services, to upload or transmit viruses, malware, or other malicious code, to collect or harvest any information from the Services without our prior written consent, or to use the Services in any manner that could damage, disable, or impair the Services.

5. Intellectual Property Rights

5.1 Ctrl Intellectual Property

The Services and all content, features, and functionality thereof, including but not limited to software, algorithms, text, graphics, logos, icons, images, and the compilation thereof, are owned by Ctrl or its licensors and are protected by Canadian and international copyright, trademark, patent, trade secret, and other intellectual property laws. Nothing in these Terms grants you any right, title, or interest in the Services or any Ctrl intellectual property except for the limited license granted herein.

5.2 License to Use Services

Subject to your compliance with these Terms, Ctrl grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services solely for your internal business purposes. This license does not include the right to sublicense, resell, or distribute the Services, modify, adapt, or create derivative works of the Services, reverse engineer, decompile, or disassemble any portion of the Services, or remove any proprietary notices or labels from the Services.

5.3 Unauthorized Copying, Screenshots, and Content Capture

You are expressly prohibited from copying, reproducing, capturing, scraping, screenshotting, screen-recording, photographing, downloading, or otherwise extracting any content, data, imagery, maps, analytics, interfaces, designs, pricing, or other materials from the Services for the purpose of misappropriation, redistribution, republication, competitive analysis, reverse engineering, or commercial exploitation, without Ctrl's prior written consent. This includes capture by any means, whether manual (including screenshots or photography of a display) or automated (including bots, crawlers, or scraping tools).

Any such unauthorized capture or use of Ctrl content constitutes an infringement of Ctrl's intellectual property rights and a material breach of these Terms. Ctrl actively monitors for misappropriation of its content and will pursue all available remedies to the fullest extent permitted by law, including immediate termination of access, injunctive relief, claims for damages (including statutory damages where available), and, where applicable, referral for criminal prosecution under Canadian, United States, and international copyright, trade secret, and computer misuse laws (including the Copyright Act (Canada), the U.S. Copyright Act and Digital Millennium Copyright Act, the Computer Fraud and Abuse Act, and equivalent legislation in other jurisdictions).

5.4 Your Data

You retain ownership of any data, content, or materials that you upload, submit, or transmit through the Services ("Your Data"). By submitting Your Data, you grant Ctrl a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Your Data solely for the purpose of providing the Services to you. You represent and warrant that you have all necessary rights to grant this license and that Your Data does not infringe upon the rights of any third party.

6. Deliverables and Work Product

Unless otherwise specified in a separate written agreement, ownership of deliverables and work product created by Ctrl in the course of providing Services shall be governed by the terms of your service agreement. Generally, upon full payment of all applicable fees, you will receive a license to use deliverables for your internal business purposes. Ctrl retains ownership of all underlying methodologies, tools, know-how, and pre-existing intellectual property used in creating deliverables.

7. Fees and Payment

Fees for the Services are set forth in your service agreement, statement of work, or subscription terms. Unless otherwise specified, all fees are quoted in Canadian dollars and are exclusive of applicable taxes. You agree to pay all fees when due. Late payments may be subject to interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less. We reserve the right to suspend or terminate your access to the Services for non-payment.

8. Confidentiality

Each party agrees to maintain the confidentiality of any non-public information disclosed by the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information ("Confidential Information"). Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party, except as required by law or to employees, contractors, or advisors who need to know such information and are bound by confidentiality obligations. This confidentiality obligation shall survive termination of these Terms for a period of three (3) years.

9. Disclaimer of Warranties

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, CTRL DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CTRL DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ANY DEFECTS WILL BE CORRECTED.

You acknowledge that geospatial data and analytics are subject to inherent limitations and that Ctrl does not guarantee the accuracy, completeness, or reliability of any data or analysis provided through the Services. You are solely responsible for verifying the suitability of the Services and any deliverables for your intended purposes.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CTRL, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICES, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON WARRANTY, CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CTRL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CTRL'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES SHALL NOT EXCEED THE TOTAL AMOUNT OF FEES PAID BY YOU TO CTRL DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless Ctrl and its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to your use of the Services, your violation of these Terms, your violation of any applicable law or regulation, your infringement of any intellectual property or other rights of any third party, or Your Data.

12. Term and Termination

These Terms remain in effect until terminated. We may suspend or terminate your access to the Services at any time, with or without cause, upon notice to you. You may terminate your use of the Services at any time by discontinuing use and, if applicable, canceling your account. Upon termination, your right to use the Services will immediately cease. Sections of these Terms that by their nature should survive termination shall survive, including but not limited to intellectual property provisions, disclaimers, limitations of liability, indemnification, and governing law.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. If we make material changes, we will notify you by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Services after any such changes constitutes your acceptance of the revised Terms. We encourage you to review these Terms periodically.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles. Any dispute arising out of or relating to these Terms or the Services shall be resolved exclusively in the courts located in Toronto, Ontario, Canada, and you consent to the personal jurisdiction of such courts.

Before initiating any formal legal proceedings, the parties agree to attempt to resolve any dispute through good faith negotiation for a period of at least thirty (30) days following written notice of the dispute.

15. Export Compliance

You acknowledge that the Services and related technical data may be subject to Canadian export controls, U.S. export controls (including ITAR and EAR), and the export control laws of other jurisdictions. You agree to comply with all applicable export control laws and regulations and not to export, re-export, or transfer the Services or any technical data to any prohibited destination, entity, or person without the required government authorizations.

16. General Provisions

17. Contact Information

If you have any questions about these Terms, please contact us: