Aerialink terms of service

Last Updated: October 15, 2026

Convey AERIALINK Terms of Service

These Terms of Service (“Terms”) govern Customer’s access to and use of the Service and are binding upon any person or entity accessing or using the Service. By accessing or using the Service, Customer accepts and agrees to be bound by these Terms. Any individual accessing or using the Service on behalf of Customer represents that they are authorized to do so on Customer’s behalf and to bind Customer to these Terms. If Customer does not agree to these Terms, Customer must not access or use the Service. These Terms, together with any applicable Order Form, constitute the complete agreement between Customer and Message Broadcast, LLC d/b/a Convey (“Convey”) with respect to the Service.

Notwithstanding the foregoing, if Customer and Convey have executed a separate written agreement governing the Service, including a Master Service Agreement, subscription agreement, or statement of work, such agreement shall control in the event of a conflict; provided that these Terms shall govern Customer’s use of any artificial intelligence, chatbot, or other automated functionality unless the parties expressly agree otherwise in writing.

DEFINITIONS

Capitalized terms used in these Terms and not otherwise defined have the meanings set forth below.

a) “Agreement” means the Terms of Service together with the applicable Order Form.

b) Applicable Messaging Laws: All applicable laws, regulations, carrier requirements, industry standards, and guidelines relating to calls, text messages, email communications, telemarketing, privacy, consent, and similar activities.

c) “Aggregated Data: De-identified and aggregated information derived from Customer Data and Usage Data.

d) “Customer” means the legal entity that has entered into an Order Form or Master Service Agreement to use the Service subject to an agreement between Customer and Convey.

e) “Customer Data” means data submitted to or processed by the Service on behalf of Customer in connection with Customer’s use of the Service. Customer Data does not include Usage Data, Aggregated Data, or publicly available information, including business contact information contained in publicly available sources. For clarity, business contact information such as an individual’s name, employer, job title, business address, business email address, and business telephone number, when used solely in a business capacity, shall not by itself constitute a Security Incident.

f) “Data Privacy Laws” means all applicable laws and regulations relating to privacy, data protection, data security, breach notification, and the collection, use, processing, disclosure, transfer, or protection of Personal Data, as amended or replaced from time to time.

g) “Documentation” means the user guides, technical documentation, instructions, and other materials made available by Convey relating to the use and operation of the Service.

h) “Master Service Agreement” or “MSA” means a written agreement between Customer and Convey that governs the parties’ rights and obligations with respect to the Service and may be supplemented by one or more Order Forms, Statements of Work, quotes, or other ordering documents setting forth applicable services, fees, and commercial terms.

i) “Order Form” means a mutually accepted, formal, transaction document, such as a quote, a statement of work, the invoice, order form, or another agreement, as applicable, that includes some or all of the following information: the name of the Customer, Customer’s address and billing information, the length of the Term (if applicable), the fees due from Customer, and any maintenance and support being purchased (if applicable).

j) Payment Network Rules: Rules and requirements imposed by payment processors, NACHA, card networks, payment facilitators, financial institutions, and similar entities.

k) “Personal Data” means information relating to an identified or identifiable natural person. Personal Data does not include anonymized data, Aggregated Data, or business contact information used solely in a commercial or employment context, such as an individual’s name, employer, title, business address, business email address, or business telephone number.

l) Usage Data: Operational, diagnostic, analytics, telemetry, performance, and usage information generated through use of the Service.

m) “User(s)” means any user of the Service.

n) “Security Incident” means a confirmed unauthorized acquisition of, access to, use of, or disclosure of Customer Data maintained by Convey that materially compromises the confidentiality, integrity, or availability of such Customer Data. A Security Incident does not include: (i) unsuccessful attempts to access systems or data that do not result in unauthorized access, including port scans, pings, denial-of-service attacks, firewall attacks, or other network attacks; (ii) incidents involving anonymized or aggregated data that cannot reasonably identify a person or Customer; (iii) disclosure of business contact information, including names, business titles, business email addresses, business telephone numbers, or similar business contact details; or (iv) events that do not materially compromise the confidentiality, integrity, or availability of Customer Data.

o) “Sensitive Personal Data” means payment card information, financial account information, protected health information, government-issued identification numbers, biometric information, and any Personal Data classified as “sensitive,” “special category,” or similarly protected data under applicable Data Privacy Laws.

p) “Service” means the Convey product delivered to the Customer and User(s) as an API and/or web-based digital user interface, as described in the Order Form or Statement of Work.

q) “Terms of Service” means the commercial terms and conditions governing access to and use of the Services, as published by Convey on its website at https://www.goconvey.com/legal/ as may be modified, replaced, consolidated, or superseded by Convey from time to time. References in this Agreement to these Terms shall be deemed to include any such successor terms.

r) “Third Party Services” means any software, software-as-a-service offerings, data sources, applications, products, services, or platforms not provided by Convey that are integrated with, connected to, or otherwise accessible through the Service.

1. ACCESS TO AND USE OF THE SERVICE

Subject to Customer’s compliance with these Terms and payment of all applicable fees, Convey grants Customer, during the applicable Term, a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service solely for Customer’s internal business purposes and in accordance with these Terms, the Documentation, and any applicable Order Form or Master Service Agreement. Access to the Service is limited to authorized Users.

Customer shall not, and shall not permit any User or third party to: (a) make the Service available to anyone other than authorized Users; (b) sell, resell, sublicense, lease, rent, timeshare, distribute, or otherwise provide the Service to any third party except as expressly authorized by Convey; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, non-public APIs, algorithms, or underlying structure of the Service, except to the extent expressly permitted by applicable law; (d) copy, modify, translate, create derivative works from, or otherwise reproduce any portion of the Service or Documentation except as expressly permitted by these Terms; (e) access or use the Service to develop, benchmark, support, or provide a competing product or service; (f) interfere with, disrupt, degrade, circumvent, or compromise the security, integrity, performance, or operation of the Service or any related systems or networks; (g) attempt to gain unauthorized access to the Service or any related systems, networks, or data; (h) remove, alter, or obscure any proprietary notices, trademarks, copyrights, or other rights notices contained within the Service; or (i) use the Service in a manner that violates applicable law, these Terms, or the intended purpose of the Service.

2. PAYMENT

All invoices are due and payable within thirty (30) days following receipt. Any undisputed amount not paid when due will accrue interest from the due date until paid at a rate of three percent (3%) per month or the maximum rate permitted by applicable law, whichever is less.  Any annual Cost-of-Living Adjustment (“COLA”) or other recurring fee increase applicable to the Services shall be as set forth in the applicable Order Form or Master Services Agreement. Customer shall be responsible for third-party costs incurred in providing the Services, including hosting fees, telecommunications charges, messaging fees, carrier surcharges, regulatory fees, taxes, payment processing costs, and similar third-party charges, which may be invoiced by Convey. Convey may adjust such charges upon prior notice to reflect changes imposed by third-party providers, carriers, or regulatory authorities.

3. ACCOUNT INFORMATION AND SECURITY

Customer shall provide and maintain accurate, current, and complete account, registration, billing, and contact information and shall promptly update such information as necessary.

Each Party shall maintain the confidentiality of the other Party’s data and use such data solely as necessary to perform its obligations under this Agreement. Each Party shall implement and maintain commercially reasonable administrative, technical, and organizational safeguards designed to protect data against unauthorized access, use, disclosure, alteration, or destruction. Each Party shall promptly notify the other Party of any confirmed Security Incident affecting the other Party’s data and shall reasonably cooperate in investigating and remediating such Security Incident.

Customer is responsible for maintaining the security of its account and all access credentials associated with its account, including usernames, passwords, API keys, payment information, and other authentication credentials. Customer shall maintain the confidentiality of such credentials and shall not permit their disclosure or use by unauthorized persons. Customer is responsible for all activities occurring under its accounts and shall promptly notify Convey of any unauthorized use of its account or any suspected security breach. Convey will not be liable for any loss or damage to the extent caused by Customer’s failure to maintain accurate account information or comply with its security obligations.

4. TECHNOLOGY PROVIDER STATUS.

Convey provides software and technology services only. Convey is not a telecommunications carrier, mobile network operator, messaging aggregator, payment processor, payment facilitator, financial institution, money transmitter, lender, collection agency, or merchant of record. As between the parties, Customer determines and controls the content, recipients, timing, purpose, and business use of communications and payment-related activities conducted through the Service. Convey provides technology functionality at Customer’s direction and does not independently create, initiate, approve, or control Customer communications, transactions, or business practices. The Service may facilitate communications, customer engagement activities, payment-related workflows, integrations, and customer journeys; however, Customer remains responsible for its underlying business activities, customer relationships, payment terms, regulatory compliance, and instructions submitted through the Service.

5. THIRD-PARTY SERVICES

The Service may interoperate with telecommunications carriers, mobile network operators, internet service providers, cloud providers, financial institutions, payment processors, artificial intelligence providers, and other third-party providers. Convey does not own, control, or operate Third-Party Services and is not responsible for their availability, security, performance, routing decisions, delivery decisions, payment authorization decisions, settlement decisions, or acts and omissions. Customer acknowledges that carriers and third-party providers may block, reject, delay, filter, suspend, terminate, or otherwise restrict communications or services at their discretion and outside of Convey’s control.

6. ARTIFICIAL INTELLIGENCE AND AUTOMATED FEATURES

Convey may utilize artificial intelligence, machine learning, analytics, recommendation, decision-support, segmentation, orchestration, automation, chatbot, translation, summarization, and similar functionality in connection with the Service. Use of such functionality is subject to these Terms and Convey’s Privacy Policy. The Privacy Policy governs the collection, use, disclosure, retention, and processing of personal information, while these Terms govern all other aspects of use of the Service, including disclaimers, allocation of responsibility, and limitations of liability.

Customer authorizes Convey and its service providers and subprocessors, including providers of artificial intelligence models, hosting, infrastructure, analytics, and support services, to process Customer Data and other information submitted to, generated by, or processed through such functionality as reasonably necessary to provide, operate, secure, maintain, support, personalize, improve, and deliver the Service. Convey will not intentionally use Customer Data to train or improve generalized or third-party artificial intelligence or machine-learning models except as expressly agreed in writing.

Customer is solely responsible for all information, instructions, configurations, business rules, workflows, prompts, messaging content, and other inputs submitted to or implemented through the Service, and for any decisions, actions, communications, customer treatment, or business outcomes resulting therefrom. Customer is responsible for obtaining all rights, permissions, notices, disclosures, consents, and other lawful bases necessary for Convey to process such information.

Convey may log, store, and review interactions with chatbot and automated features in accordance with its Privacy Policy and will maintain reasonable administrative, technical, and organizational safeguards to protect Customer Data. Convey may use Usage Data and Aggregated Data that does not identify Customer or any individual to develop, test, improve, operate, and support the Service and related functionality.

Customer acknowledges that AI-generated outputs, recommendations, classifications, forecasts, chatbot responses, translations, summaries, and similar outputs (“Automated Outputs”) may contain inaccuracies, omissions, biases, or unintended results. Customer is solely responsible for reviewing and validating Automated Outputs before relying on or using them. Convey does not warrant the accuracy, completeness, reliability, legality, or suitability of any Automated Outputs.

The limitations and exclusions of liability set forth in Section 17 apply to all claims arising from or relating to any artificial intelligence, machine learning, automation, chatbot, analytics, or similar functionality, including Customer Data, Customer-configured inputs, Automated Outputs, and Customer’s use of or reliance upon any of the foregoing.

7. USAGE DATA AND AGGREGATED DATA

Convey may collect operational, diagnostic, telemetry, analytics, performance, and usage information relating to Customer’s use of the Service. Convey retains ownership of Usage Data. Convey may create and use aggregated and de-identified information derived from Customer Data and Usage Data, provided such information does not identify Customer or any individual. Convey may use Usage Data and Aggregated Data to provide, improve, maintain, secure, support, develop, train, and operate the Service.

8. COMPLIANCE WITH LAWS

Each party will comply with the laws and regulations applicable to its business and performance under this Agreement. Convey will comply with laws applicable to the operation and provision of the Service. Customer is responsible for its use of the Service, including the content, timing, frequency, recipients, purpose, and legality of communications transmitted through the Service, as well as compliance with Applicable Messaging Laws, Payment Network Rules, carrier requirements, industry standards, and other applicable laws. Customer is responsible for obtaining and maintaining any required notices, disclosures, authorizations, and consents and for monitoring changes in legal, regulatory, and carrier requirements applicable to its use of the Service. Convey may provide functionality intended to support Customer’s communications, engagement, and payment-related activities, but Convey does not provide legal, regulatory, or compliance advice, and Customer remains responsible for determining and satisfying its own legal and regulatory obligations. Carrier, registry, and industry requirements, including applicable CTIA guidelines, may apply independently of applicable legal requirements or exemptions. Carriers and industry participants may independently restrict, filter, suspend, reject, or terminate messaging traffic for non-compliance. While Convey may provide information regarding such requirements, Customer remains solely responsible for compliance with all such requirements.

9. CONTENT AND USE RESTRICTIONS

Customer is solely responsible for all content, messages, data, information, recipient lists, and other materials submitted to, transmitted through, or processed using the Services (“Content”), including the timing, destination, accuracy, legality, and authorization of such Content. Customer represents and warrants that it has obtained all rights, consents, permissions, licenses, and authorizations necessary to use the Content in connection with the Services. Customer shall not, and shall not permit any User or third party to, use the Services to: (a) violate any applicable law, regulation, industry guideline, carrier requirement, or third-party right; (b) transmit unlawful, fraudulent, deceptive, defamatory, infringing, harmful, or unauthorized Content; (c) send unsolicited communications, spam, phishing, smishing, spoofed messages, or other abusive or deceptive communications; (d) infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any person or entity; (e) introduce malware, viruses, malicious code, or otherwise interfere with the security, integrity, or operation of the Services or any network, system, or third party; or (f) use the Services in any manner that could reasonably be expected to expose Convey, its vendors, carriers, or service providers to legal, regulatory, operational, or reputational risk.

Convey does not review or control Customer Content and assumes no responsibility for such Content. Convey may remove, block, reject, or suspend access to any Content or use of the Services that it reasonably believes violates this Agreement, applicable law, carrier requirements, or the rights of any third party.

10. DATA PRIVACY

Each party shall comply with applicable Data Privacy Laws in connection with its performance under this Agreement.

11. SUSPENSION OF SERVICES.

Convey may suspend Customer’s or any User’s access to all or any portion of the Services, without liability, upon written notice if: (a) Customer fails to timely pay any undisputed fees or amounts due to Convey; (b) Customer breaches these Terms, an Order Form, applicable Documentation, or any applicable law or regulation; (c) Customer’s or a User’s use of the Services presents a security risk, may adversely impact the Services or other customers, may expose Convey to liability, or may constitute fraudulent, unlawful, or unauthorized activity; (d) Customer fails to maintain required consents, authorizations, licenses, or approvals necessary for use of the Services; or (e) suspension is reasonably necessary to protect the security, integrity, availability, or operation of the Services.

Where reasonably practicable, Convey will provide prior notice and an opportunity to cure before suspending Services. However, Convey may suspend Services immediately if necessary to prevent harm, maintain compliance with applicable law, address a security concern, or protect the Services or third parties. Convey will restore access to the Services promptly after the issue giving rise to the suspension has been resolved. Suspension of Services shall not relieve Customer of its obligation to pay fees that accrue during the suspension period.

12. TERMINATION; RESERVATION OF RIGHTS

Customer may terminate this Agreement only if Convey materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach.

Convey may terminate this Agreement, Customer’s account, or access to the Services upon written notice if: (a) Customer materially breaches this Agreement and fails to cure such breach within thirty (30) days after notice; (b) Customer fails to pay any undisputed amounts due and fails to cure such non-payment within thirty (30) days after notice; (c) Customer becomes insolvent, ceases business operations, or becomes subject to a bankruptcy or similar proceeding; or (d) Customer’s use of the Services results in, or is reasonably likely to result in, legal, regulatory, operational, reputational, or security risk to Convey, its providers, carriers, partners, or other customers.

Upon termination or expiration of the Services, Customer’s right to access and use the Services shall immediately cease. Convey may deactivate or delete Customer’s account, Customer Data, Content, and related information in accordance with its customary data retention practices and shall have no liability for such deletion following termination.

Convey may access, preserve, and disclose information relating to Customer’s use of the Services to the extent reasonably necessary to: (i) comply with applicable law, legal process, or governmental request; (ii) enforce this Agreement; (iii) detect, prevent, or address fraud, security, or technical issues; or (iv) protect the rights, property, or safety of Convey, its customers, users, carriers, providers, or the public.

13. TELEPHONE NUMBERS, SHORT CODES, AND MESSAGING IDENTIFIERS

Customer represents and warrants that it has all rights, authority, and permissions necessary to port, use, text-enable, and otherwise utilize any telephone number provided to Convey in connection with the Services. Telephone numbers, short codes, toll-free numbers, sender IDs, and similar messaging identifiers provisioned through the Services are not owned by Customer. Customer receives only a limited, revocable right to use such identifiers during the applicable Service term. Such identifiers may be reclaimed, reassigned, suspended, terminated, or restricted by Convey, carriers, registries, regulators, or third-party providers in accordance with applicable requirements and policies. Except as expressly agreed in writing by Convey, Customer may not sell, transfer, assign, sublicense, or claim ownership of any telephone number, short code, toll-free number, sender ID, or other messaging identifier provided through the Services.

14. CONVEY PROPRIETARY RIGHTS

The Service is licensed, not sold. As between the parties, Convey and its licensors retain all right, title, and interest in and to the Service, Software, Documentation, Usage Data, and all related intellectual property rights. Except for the limited rights expressly granted under this Agreement, no rights are granted to Customer, whether by implication, estoppel, or otherwise.

15. DISCLAIMER OF WARRANTIES.

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. CUSTOMER’S ACCESS TO AND USE OF THE SERVICE IS AT CUSTOMER’S SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONVEY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

CONVEY WILL USE COMMERCIALLY REASONABLE EFFORTS TO PROVIDE THE SERVICE. CUSTOMER ACKNOWLEDGES THAT THE SERVICE MAY BE SUBJECT TO DELAYS, INTERRUPTIONS, ERRORS, BUGS, SECURITY EVENTS, AND OTHER LIMITATIONS INHERENT IN INTERNET-BASED SERVICES.

CUSTOMER IS RESPONSIBLE FOR MAINTAINING BACKUPS OF ITS DATA. CONVEY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF DATA, LOSS OF ACCESS, MISDELIVERY, NONDELIVERY, DELAY, INTERRUPTION, OR OTHER FAILURE OF THE SERVICE, OR FOR ANY LOSS OR DAMAGE RESULTING FROM CUSTOMER’S FAILURE TO MAINTAIN THE SECURITY OF ITS ACCOUNT OR ACCESS CREDENTIALS.

CONVEY DOES NOT WARRANT THAT: (i) THE SERVICE WILL MEET CUSTOMER’S REQUIREMENTS; (ii) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (iii) THE RESULTS OBTAINED FROM USE OF THE SERVICE WILL BE ACCURATE, COMPLETE, OR RELIABLE; OR (iv) ANY ERRORS OR DEFECTS WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE SERVICE IS ACCESSED AT CUSTOMER’S SOLE RISK, AND CUSTOMER IS SOLELY RESPONSIBLE FOR ANY RESULTING LOSS OR DAMAGE.

NO INFORMATION, GUIDANCE, OR ADVICE PROVIDED BY CONVEY, WHETHER ORAL, WRITTEN, OR THROUGH THE SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. Any information provided by Convey is for informational purposes only and does not constitute legal, regulatory, tax, financial, or compliance advice. Customer is solely responsible for obtaining appropriate professional advice and for determining its compliance obligations.

CONVEY DOES NOT GUARANTEE MESSAGE DELIVERY, MESSAGE ROUTING, MESSAGE TIMING, MESSAGE RECEIPT, SHORT CODE APPROVAL, TOLL-FREE VERIFICATION, A2P REGISTRATION, PAYMENT AUTHORIZATION, PAYMENT SETTLEMENT, PAYMENT FUNDING, NETWORK AVAILABILITY, OR CARRIER ACCEPTANCE.

CUSTOMER ACKNOWLEDGES THAT TELECOMMUNICATIONS CARRIERS, MOBILE NETWORK OPERATORS, INTERNET SERVICE PROVIDERS, CLOUD PROVIDERS, FINANCIAL INSTITUTIONS, PAYMENT PROCESSORS, ARTIFICIAL INTELLIGENCE PROVIDERS, AND OTHER THIRD-PARTY PROVIDERS MAY BLOCK, FILTER, DELAY, REJECT, SUSPEND, OR TERMINATE COMMUNICATIONS OR SERVICES AT THEIR DISCRETION AND OUTSIDE OF CONVEY’S CONTROL.

CONVEY DOES NOT GUARANTEE ANY PARTICULAR BUSINESS RESULT, COLLECTION RESULT, PAYMENT RESULT, DELIVERY RATE, RESPONSE RATE, CONVERSION RATE, OR REGULATORY OUTCOME

16.  INDEMNIFICATION

1. INDEMNIFICATION BY CONVEY. Convey shall defend Customer against any third-party claim alleging that the Service, when used by Customer in accordance with this Agreement, infringes a United States patent, copyright, or trademark, and shall pay any damages, settlements, judgments, costs, and expenses (including reasonable attorneys’ fees) finally awarded against Customer or agreed to in a settlement approved by Convey. Convey’s obligations are conditioned upon: (i) Customer promptly notifying Convey of the claim; (ii) Convey having sole control of the defense and settlement of the claim; and (iii) Customer providing reasonable cooperation at Convey’s expense. Customer shall not settle or compromise any such claim without Convey’s prior written consent.
2. EXCLUSIONS. Convey shall have no obligation under this Section to the extent a claim arises from: (i) any modification of the Service not made by Convey; (ii) the combination of the Service with products, services, software, data, or processes not provided by Convey; (iii) Customer’s unauthorized use of the Service; (iv) Customer Data, Customer Content, or materials provided by Customer; (v) compliance with Customer specifications, instructions, or requirements; (vi) use of a superseded version of the Service where use of a current version would have avoided the claim; or (vii) any third-party software, products, or services. If the Service becomes, or in Convey’s reasonable opinion is likely to become, the subject of an infringement claim, Convey may, at its option and expense: (a) procure for Customer the right to continue using the affected Service; (b) modify or replace the affected Service so that it becomes non-infringing without materially reducing its functionality; or (c) terminate the affected Service and refund any prepaid fees applicable to the unused portion of the terminated Service. THIS SECTION SETS FORTH CONVEY’S SOLE LIABILITY AND CUSTOMER’S EXCLUSIVE REMEDY FOR ANY CLAIM OF INTELLECTUAL PROPERTY INFRINGEMENT.
3. INDEMNIFICATION BY CUSTOMER. Customer shall defend, indemnify, and hold harmless Convey, its affiliates, officers, directors, employees, contractors, and agents from and against any third-party claims, demands, actions, damages, liabilities, fines, penalties, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (i) Customer’s communications transmitted through the Service; (ii) Customer Data or Customer Content; (iii) Customer’s payment-related activities conducted through the Service; (iv) Customer’s failure to obtain required consents, notices, disclosures, authorizations, or permissions; (v) Customer’s violation of applicable law, carrier requirements, Payment Network Rules, or this Agreement; or (vi) any allegation that Customer Data, Customer Content, communications, materials, or instructions provided by Customer infringe, misappropriate, or otherwise violate the intellectual property, privacy, publicity, or other rights of a third party. Convey shall promptly notify Customer of any claim subject to this Section and provide reasonable cooperation at Customer’s expense. Customer shall have sole control of the defense and settlement of such claim, provided that Customer may not settle any claim that admits fault of, imposes liability upon, or otherwise adversely affects Convey without Convey’s prior written consent, not to be unreasonably withheld.

17. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOST GOODWILL, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR: (i) CUSTOMER’S INDEMNIFICATION OBLIGATIONS; (ii) FRAUD; (iii) WILLFUL MISCONDUCT; (iv) BREACH OF CONFIDENTIALITY; (v) CUSTOMER’S PAYMENT OBLIGATIONS; OR (vi) A PARTY’S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER TO CONVEY UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

18. RELATIONSHIP OF THE PARTIES

Customer and Convey are independent contractors in the performance of each and every part of these Terms. No agency, partnership, joint venture, franchise, or employer-employee relationship is created as a result of these Terms. Customer is solely responsible for all of its employees, agents, and its labor costs and expenses arising in connection with them; Convey is solely responsible for all of its employees, agents, and labor costs and expenses arising in connection with them. Likewise, Customer is solely responsible for any and all claims, liabilities, damages, or debts of any type that arise on account of its activities or those of its employees or agents in the performance of these Terms; Convey is be solely responsible for any and all claims, liabilities, damages, or debts of any type that may arise on account of our own activities or those of our employees or agents in the performance of these Terms.

Customer does not have any authority of any kind to bind Convey in any respect whatsoever, and it shall not attempt to do so or imply that it has the right to do so.

19. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflict of law principles.

20.  ARBITRATION

To the fullest extent permitted by law, any dispute involving any interpretation or application of this Agreement, any controversy or claim arising out of or relating in any way to this Agreement, including but not limited to the relationship of the Parties, or the breach hereof (including as to the validity, scope and enforceability of this agreement to arbitrate), which has not been resolved within thirty (30) days after either party has notified the other in writing of the controversy, shall be submitted for binding arbitration in Denver, Colorado in accordance with the Arbitration Rules of the American Arbitration Association (the “Rules”) then in effect. The decision of the arbitrator shall be consistent with then applicable law and shall include written findings of fact and conclusions of law. THE PARTIES WAIVE THE RIGHT TO A TRIAL BY JURY IN CONNECTION WITH ANY CONTROVERSY OR CLAIM THAT MIGHT ARISE UNDER OR INVOLVE AN INTERPRETATION OF THIS AGREEMENT. Judgment on the award rendered by the arbitrator may be entered by any court having jurisdiction thereof. Each party shall bear their own attorney’s fees and costs.

21. CLASS ACTION WAIVER/ NO JOINDER OF PLAINTIFFS

To the fullest extent permitted by law, Customer and Convey agree that any claims or controversies between the parties must be brought against each other only on an individual basis. Neither Customer nor Convey may bring a claim as a plaintiff or class member in a class action, consolidated action, or representative action. The arbitrator cannot combine more than one person or entity’s claims into a single case and cannot preside over any class, consolidated, or representative proceeding (unless the parties explicitly agree otherwise). Moreover, the arbitrator’s decision or award in one person or entity’s case can only impact the person or entity that brought the claim, not other Convey customers; it cannot be used to decide other disputes with other customers.

22. ASSIGNMENT

All of Convey’s rights and obligations under this Agreement are freely assignable by Convey to any of its affiliates or in connection with a merger, acquisition, restructuring, or sale of assets, by operation of law or otherwise, and Convey may transfer Customer Data to any of our affiliates, successor entities, asset purchasers or new owner. Customer will not transfer any of its rights or obligations under this Agreement to anyone else without Convey’s prior written consent.

23. ADDITIONAL SOFTWARE

With respect to any additional software that may be made available by Convey in connection with the Service, if Customer elects to download or access such additional software, Customer understands that it may have to agree to additional terms and conditions before it uses such software.

24. SPECIAL ADMONITIONS FOR INTERNATIONAL USE

Recognizing the global nature of the Internet, Customer and its User(s) agree to comply with all applicable international and local rules regarding online conduct and acceptable Content. Specifically, Customer agrees to comply with all applicable laws regarding the transmission of technical data exported from the United States or the country in which it resides. Customer will comply with all applicable U.S. and non-U.S. export control and trade sanctions laws (“Export Laws”). Customer will not, directly or indirectly, export, re-export, provide, or otherwise transfer our Services: (a) to any individual, entity, or country prohibited by Export Laws; (b) to anyone on U.S. or non-U.S. government restricted parties lists; or (c) for any purpose prohibited by Export Laws, including nuclear, chemical, or biological weapons, or missile technology applications without the required government authorizations. Customer will not use or download the Service if it is located in a restricted country, if it is currently listed on any U.S. or non-U.S. restricted parties list, or for any purpose prohibited by Export Laws, and will not disguise its location through IP proxying or other methods.

25. NOTICES; UPDATES TO TERMS 

Customer is responsible for maintaining current and accurate account and contact information. Convey may provide notices, disclosures, legal communications, service announcements, operational communications, and other information by email, through the Service, or by posting on Convey’s website. Such notices will be deemed effective upon transmission, posting, or making such notice available through the Service.

Convey reserves the right to modify, amend, update, or replace these Terms at any time in its discretion. Updated versions of these Terms will be posted on Convey’s website or otherwise made available through the Service and will become effective as of the effective date stated therein or, if no effective date is specified, upon posting. Customer’s continued access to or use of the Service following the effective date of any updated Terms constitutes Customer’s acceptance of the revised Terms.

If Customer has entered into a separate written Master Service Agreement, Order Form, or other agreement with Convey, the terms of such agreement shall govern in the event of a conflict with these Terms, and updates to these Terms shall not materially alter the parties’ rights or obligations under such written agreement except as expressly permitted therein.

The most current version of these Terms will be available at https://www.goconvey.com/aerialink-terms-of-service/.

26. INTEGRATION AND SEVERABILITY

This Agreement constitutes the entire agreement between Customer and Convey with respect to the Services and supersedes all prior and contemporaneous agreements, proposals, representations, and communications relating to its subject matter. Notwithstanding the foregoing, if Customer and Convey have entered into a separate written Master Service Agreement, Order Form, or other written agreement governing the Services, such agreement shall control in the event of a conflict.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, such provision shall be modified and enforced to the minimum extent necessary to effect its original intent, and the remaining provisions shall remain in full force and effect. Section headings are for convenience only and shall not affect the interpretation of this Agreement.

Section headings are for convenience only and shall not affect the interpretation of this Agreement.