Legal

Terms of Service

These Terms govern access to and use of argoisten.com, the AXR internal platform, and D510 UAV Operations services provided by Argoisten LLC.

Effective May 2, 2026

These Terms contain a binding arbitration clause and a class-action waiver in Section 21, and a limitation of liability in Section 16. Please review them carefully.

1. Acceptance of these Terms

These Terms of Service ("Terms") are a binding legal agreement between you ("you," "your," or "Client") and Argoisten LLC ("Argoisten," "we," "us," or "our"). By accessing or using argoisten.com, the AXR internal platform at axr.argoisten.com, the D510 UAV Operations services, or any related Argoisten-operated digital services (collectively, the "Services"), you agree to these Terms and to our Privacy Notice. If you do not agree, do not access or use the Services. By submitting a quote request or otherwise engaging Argoisten, you confirm that you have read, understood, and agreed to these Terms.

2. Definitions

"Public Site" means the website at argoisten.com. "AXR" means the Argoisten Xact Rack internal operations platform. "D510" or "D510 Services" means the FAA Part 107 unmanned aerial vehicle services delivered by the Argoisten D510 division, including aerial photography and videography, mapping and surveying, infrastructure inspection, and combined engineering deliverables. "Quote Request" means an intake submission made through the D510 quote form. "Engagement" means a confirmed work assignment governed by a written scope, schedule, and price. "Deliverables" means the data, imagery, reports, maps, and other outputs produced under an Engagement. "Authorized User" means an individual permitted to access AXR under an Argoisten-issued credential.

3. Eligibility

You must be at least 18 years of age and have the legal authority to enter into a contract on your own behalf or on behalf of any entity you represent. By using the Services, you represent and warrant that you meet these requirements. Access to AXR is further limited to Authorized Users with a valid company-issued onboarding or access code.

4. Description of Services

The Public Site provides marketing information, news, reports, careers information, and the D510 quote intake. AXR is an internal operations platform restricted to Authorized Users. D510 Services are commercial UAV operations performed under FAA Part 107, including aerial imagery, drone mapping and surveying, infrastructure inspection, and full engineering packages. We may modify, add, or discontinue features of the Services at any time without prior notice. Continued use of the Services after a change constitutes acceptance of the change.

5. D510 Quote Requests are non-binding intake

Submitting a Quote Request through the D510 form, including any geometry, acreage, pin counts, project location, or site details, does not create a contract, schedule a flight, or guarantee service. Public Site service descriptions are informational only and do not provide binding pricing. An Engagement is formed only when Argoisten issues a written acceptance to you specifying scope, deliverables, schedule, fees, and any additional terms. Argoisten may decline any Quote Request in its sole discretion, including for capacity, safety, regulatory, geographic, or risk reasons.

6. Flight operations and regulatory compliance

D510 Services are operated under 14 C.F.R. Part 107 by a certificated remote pilot in command. All flights are subject to applicable FAA regulations, airspace restrictions, LAANC authorizations, temporary flight restrictions, weather conditions, equipment status, site safety, and pilot discretion. Argoisten may delay, reschedule, abort, or cancel a flight for safety, regulatory, environmental, or operational reasons without liability beyond a rescheduling of the Engagement or, where applicable, a refund of unearned fees. You agree to provide reasonable site access, accurate site information, any necessary landowner permissions, and a safe staging area, and to disclose known hazards.

7. Fees, payment, taxes

Fees for Engagements are set forth in the written Engagement scope. Unless otherwise stated, invoices are payable in U.S. dollars within fifteen (15) calendar days of invoice date. Late amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, plus reasonable collection costs. Fees are exclusive of applicable sales, use, excise, or similar taxes, which are your responsibility unless we are required by law to collect them. Travel, mobilization, permitting, after-hours work, and rush turnaround may be billed as separate line items.

8. Cancellation and rescheduling

If you cancel a confirmed Engagement less than forty-eight (48) hours before the scheduled mobilization, a cancellation fee of up to fifty percent (50%) of the daily or project rate may apply. If you cancel less than twenty-four (24) hours before the mobilization, the full daily or project rate may apply. Cancellations made by Argoisten for weather, safety, regulatory, or equipment reasons will be rescheduled at no additional charge, or, where rescheduling is not feasible, any prepaid amounts will be refunded.

9. Intellectual property

All software, source code, interface designs, branding, content, documentation, workflows, and operating methods that comprise the Public Site, AXR, and D510 operating systems are the exclusive property of Argoisten LLC or its licensors and are protected by intellectual property laws. Except as expressly permitted, you may not copy, modify, distribute, sell, lease, reverse engineer, or create derivative works of the Services or our materials. Subject to your full payment of fees due, Argoisten grants you a non-exclusive, non-transferable license to use the Deliverables solely for your internal business purposes related to the Engagement. Argoisten retains ownership of all underlying flight data, processing pipelines, models, and proprietary methods used to produce Deliverables.

10. Client content and inputs

You retain ownership of materials you submit to Argoisten ("Client Content"), including site information, geometries drawn through the on-page map, written instructions, and any data you provide. You grant Argoisten a worldwide, royalty-free, non-exclusive license to use Client Content solely as necessary to provide the Services, perform an Engagement, maintain operational records, and comply with legal obligations. You represent and warrant that you have the rights necessary to submit any Client Content and that your submission and our authorized use of it will not infringe the rights of any third party.

11. Acceptable use

You agree not to: (a) use the Services for unlawful purposes or in violation of any applicable law; (b) attempt to gain unauthorized access to AXR, accounts, networks, or data; (c) interfere with or disrupt the integrity or performance of the Services; (d) reverse engineer, decompile, or attempt to derive the source code or non-public APIs of the Services; (e) submit false, misleading, or unauthorized information through any form; (f) misuse or republish proprietary content, including imagery, maps, or reports beyond the rights granted in Section 9; or (g) use the Services to harass, defame, or harm any person.

12. AXR account responsibilities

Authorized Users are responsible for maintaining the confidentiality of credentials, multi-factor authentication setup, recovery codes, and any device sessions tied to their account. You may not share credentials, leave active sessions unattended on untrusted devices, or allow another person to operate under your identity. You must notify Argoisten immediately of any suspected unauthorized access. Argoisten may suspend or terminate accounts that fail to comply with security obligations or that pose a risk to the platform.

13. Insurance

Argoisten maintains commercial UAS liability insurance for D510 operations. Certificates of insurance ("COIs") are available on reasonable request prior to or in connection with an Engagement. Insurance limits, additional-insured endorsements, and waivers of subrogation, if any, are governed by the policy in force on the date of the flight and may be tailored to a specific Engagement.

14. Confidentiality

Each party may receive non-public information from the other in connection with an Engagement. Each party agrees to use such information solely for purposes of the Engagement, to protect it with at least the same care it uses for its own non-public information of similar sensitivity, and not to disclose it to third parties except to authorized personnel or contractors with a need to know who are bound by comparable obligations. Confidentiality obligations do not apply to information that is or becomes public without breach, was already lawfully known, is independently developed without use of the other party's information, or is required to be disclosed by law or court order.

15. Disclaimers

EXCEPT AS EXPRESSLY STATED IN A WRITTEN ENGAGEMENT, THE SERVICES AND DELIVERABLES ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, ARGOISTEN DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND UNINTERRUPTED OR ERROR-FREE OPERATION. ARGOISTEN DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, BE FREE OF DEFECTS, OR ALWAYS BE AVAILABLE. AERIAL DATA, MAPPING OUTPUTS, AND INSPECTION REPORTS ARE PROVIDED FOR INFORMATIONAL AND OPERATIONAL DECISION SUPPORT AND DO NOT CONSTITUTE ENGINEERING SIGN-OFFS, LEGAL SURVEYS, OR REGULATORY APPROVALS UNLESS EXPLICITLY STATED IN WRITING.

16. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, ARGOISTEN AND ITS AFFILIATES, OFFICERS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS, GOODWILL, OR PRODUCTION, ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ARGOISTEN'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO AN ENGAGEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID BY YOU TO ARGOISTEN UNDER THE ENGAGEMENT GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT, OR (B) ONE THOUSAND U.S. DOLLARS (US$1,000). THIS LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Indemnification

You agree to defend, indemnify, and hold harmless Argoisten and its affiliates, officers, employees, contractors, and licensors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of these Terms; (b) your violation of any law or third-party right, including intellectual property, privacy, and property-access rights at a project site; (c) your use of the Deliverables outside the rights granted in Section 9; or (d) any false or misleading information you provide in a Quote Request, Engagement, or AXR submission.

18. Suspension and termination

Argoisten may suspend, restrict, or terminate your access to the Services or any Engagement at any time, with or without prior notice, where business, safety, legal, regulatory, or security conditions warrant, including for non-payment, abusive use, security risk, or violation of these Terms. Sections that by their nature should survive termination, including Sections 9, 10, 14, 15, 16, 17, 19, 20, and 21, will survive.

19. Force majeure

Argoisten will not be liable for failure or delay in performance caused by circumstances beyond its reasonable control, including weather, natural disasters, fire, flood, explosion, war, civil unrest, acts of terrorism, governmental action, regulatory restriction, FAA temporary flight restrictions, airspace closures, labor disturbances, public-health emergencies, supply-chain disruption, infrastructure outage, or third-party service failure.

20. Governing law and venue

These Terms are governed by the laws of the State of Texas, without regard to its conflict-of-laws principles, and the federal laws of the United States to the extent applicable. The exclusive venue for any dispute not subject to arbitration under Section 21 will be the state or federal courts located in Midland County, Texas, and each party consents to personal jurisdiction in those courts.

21. Dispute resolution and class waiver

The parties will first attempt in good faith to resolve any dispute through informal negotiation. If a dispute cannot be resolved informally within thirty (30) days, either party may submit the dispute to binding arbitration administered by a recognized arbitration provider in Midland County, Texas, before a single arbitrator, in accordance with the provider's commercial rules. The arbitrator's award will be final and may be entered in any court of competent jurisdiction. Each party waives any right to participate in a class, collective, or representative action against the other. Notwithstanding the foregoing, either party may bring an individual action in small claims court for qualifying disputes, and either party may seek temporary injunctive or equitable relief from a court of competent jurisdiction to protect intellectual property, confidentiality, or platform integrity.

22. Severability and waiver

If any provision of these Terms is held invalid or unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will remain in full force and effect. Failure or delay by Argoisten in exercising any right under these Terms is not a waiver of that right.

23. Assignment

You may not assign or transfer your rights or obligations under these Terms without our prior written consent. Argoisten may assign these Terms in connection with a merger, acquisition, financing, reorganization, or sale of assets. Any attempted assignment in violation of this section is void.

24. Changes to these Terms

We may update these Terms from time to time to reflect changes in our practices, technology, legal requirements, or business operations. When we make material changes, we will revise the effective date at the top of this page and, where appropriate, provide additional notice. Your continued use of the Services after the effective date of an update constitutes acceptance of the updated Terms.

25. Entire agreement; order of precedence

These Terms, together with the Privacy Notice and any written Engagement scope, constitute the entire agreement between you and Argoisten concerning the Services and supersede any prior or contemporaneous communications. In the event of a conflict between a written Engagement scope and these Terms, the written Engagement scope controls solely with respect to that Engagement.

26. Contact

For questions about these Terms, contact Argoisten LLC, Attn: Operations / Legal, Midland, Texas, United States, or use the contact form at argoisten.com/contact.