Unlock your civic airspace potential
Effective August 13, 2026 — please scroll through and accept to continue.
Effective Date: August 13, 2026
These Client Terms and Conditions (“Terms”) govern each proposal, order form, statement of work, engagement letter, pilot authorization, subscription order, or other ordering document referencing these Terms (each, an “Order”) between VASTAIR, Inc., a Delaware corporation (“VASTAIR”), and the customer identified in the applicable Order (“Client”). The Order and these Terms together are the “Agreement.” If there is a conflict between the Order and these Terms, the Order controls to the extent of the conflict.
1.1 Services. VASTAIR provides software-enabled services, geospatial analysis, parcel and zoning analysis, airspace and air-rights analysis, visualizations, transaction-support materials, documentation support, scenario analyses, research, data structuring, strategic advisory services, and related deliverables concerning real estate, development potential, easements, air rights, civic airspace, and related matters (collectively, the “Services”).
1.2 Engagement Type. The applicable Order shall identify whether the engagement is advisory, pilot, beta, evaluation, subscription, transaction-support, project-specific, or another type of engagement.
1.3 No Regulated Professional Opinion Unless Expressly Stated. Unless expressly stated in a signed Order, VASTAIR is not providing legal services, legal opinions, title insurance, surveying, engineering, architectural services, licensed appraisal services, tax advice, brokerage services, permitting representation, or land-use counsel. Client is solely responsible for obtaining licensed professional advice where needed.
1.4 Decision Responsibility. Client is solely responsible for all business, legal, investment, regulatory, entitlement, financing, negotiation, acquisition, disposition, leasing, design, construction, or permitting decisions and for determining whether to rely on independent third-party professionals before acting.
2.1 Orders. Services may be purchased through a signed Order, email acceptance, online acceptance flow, or other written authorization accepted by VASTAIR.
2.2 Authority. Each party represents that the person accepting the Agreement has authority to bind that party.
2.3 Electronic Contracting. Signatures, click-through acceptance, and electronic records may be used to form and evidence the Agreement to the fullest extent permitted by applicable law.
3.1 Fees. Client shall pay all fees, retainers, subscription amounts, project fees, usage charges, milestone fees, success fees, approved expenses, and other amounts set forth in the Order.
3.2 Invoices. Unless the Order states otherwise, invoices are due within fifteen (15) days after receipt.
3.3 Late Amounts. Overdue undisputed amounts accrue interest at the lesser of 1.0% per month or the maximum lawful rate, plus reasonable collection costs.
3.4 Suspension. VASTAIR may suspend performance for material nonpayment after written notice and a reasonable cure period.
3.5 Taxes. Fees exclude taxes, duties, and assessments, excluding taxes on VASTAIR’s net income.
4.1 Inputs and Cooperation. Client shall timely provide complete and accurate information, assumptions, files, data, contacts, access, approvals, and instructions reasonably requested by VASTAIR.
4.2 Permissions. Client is responsible for securing all rights and permissions necessary for VASTAIR to access or use Client-provided data, systems, maps, documents, properties, and third-party materials.
4.3 Review. Client shall promptly review deliverables and notify VASTAIR in writing of specific claimed nonconformities within the acceptance period stated in the Order, or if none is stated, within ten (10) business days after delivery.
4.4 Assumptions. Deliverables may depend on stated assumptions, public records, zoning text, assessor data, GIS layers, title information, market data, or other third-party inputs. Changes to assumptions after work begins may require a change order or additional fees.
5.1 Definitions.
5.2 Ownership by VASTAIR. As between the parties, VASTAIR retains all right, title, and interest in and to the Services, VASTAIR Materials, Embedded Materials, and all intellectual property, trade secret, proprietary, and other rights therein.
5.3 Client Rights in Final Deliverables. Subject to full payment and continued compliance with the Agreement, Client receives a non-exclusive, non-transferable, non-sublicensable license to use the Final Deliverables for Client’s internal business purposes and, if reasonably necessary, for the specific project, property, transaction, financing, diligence, entitlement, easement, or governmental matter identified in the applicable Order.
5.4 Permitted Sharing With Brokers, Realtors, and Other Deal Participants. Client may share Final Deliverables on a strictly limited, need-to-know basis with Client’s attorneys, accountants, lenders, investors, consultants, title and escrow parties, insurers, appraisers, brokers, licensed real estate brokers, real estate salespersons, realtors, and transaction counterparties directly involved in the specific property, project, transaction, financing, diligence, entitlement, easement, or governmental matter identified in the applicable Order, solely for purposes of evaluating or advancing that specific matter, provided that:
Client remains responsible for any act or omission of any recipient with whom Client shares materials under this Section.
5.5 Restrictions. Except as expressly permitted, Client shall not:
5.6 Brokers and Realtors Not Restricted From Acting in Their Licensed Capacity. Nothing in this Agreement prohibits Client from engaging, consulting with, compensating, or otherwise working with a licensed real estate broker, real estate salesperson, realtor, or other transaction intermediary in connection with the specific matter covered by the applicable Order. Any such person may act in their ordinary licensed capacity for Client, including marketing, negotiation, diligence coordination, and transaction support.
However, no broker, realtor, salesperson, or intermediary shall, by reason of receiving or reviewing any Final Deliverable or related communication:
6.1 Confidential Information. “Confidential Information” means all non-public information disclosed or made available by or on behalf of a party (“Disclosing Party”) to the other party (“Receiving Party”), whether in oral, written, visual, digital, observed, operational, inferential, or other form, that a reasonable person would understand to be confidential by its nature or the circumstances of disclosure.
6.2 VASTAIR Confidential Information. Without limitation, VASTAIR Confidential Information includes:
6.3 Protection Obligations. Receiving Party shall:
6.4 Exclusions. Confidential Information does not include information that the Receiving Party can prove:
7.1 Client shall not, and shall not permit any third party to, reverse engineer, decompile, disassemble, decode, scrape, reconstruct, benchmark for external publication, analyze for replication, or otherwise attempt to derive the composition, underlying ideas, structure, methods, workflows, logic, assumptions, rules, documentation architecture, or trade secret content of any VASTAIR Materials or VASTAIR Confidential Information, except to the limited extent such restriction is prohibited by applicable law.
7.2 Client shall not use VASTAIR Confidential Information, Final Deliverables, or interactions with the Services to create, train, improve, validate, or commercialize any competing workflow, playbook, dataset, model, template library, or service offering.
7.3 Nothing in this Agreement prohibits lawful independent development not derived from VASTAIR Confidential Information or other conduct that cannot lawfully be restricted by contract.
8.1 Client shall not use VASTAIR Confidential Information, VASTAIR-introduced deal structures, or VASTAIR’s non-public introductions to counterparties in order to bypass VASTAIR and avoid paying agreed fees for materially similar services in the same specifically identified matter.
8.2 This restriction applies only to the extent the opportunity, structure, or introduction was provided by VASTAIR under circumstances giving rise to confidentiality obligations and only for the property, project, transaction, corridor, or governmental opportunity identified in the applicable Order.
8.3 This Section does not prohibit Client from engaging in lawful business generally, working with other providers on unrelated matters, or independently pursuing opportunities without use of VASTAIR Confidential Information.
8.4 No Restriction on Lawful Broker Relationships; Protection Against Misuse of Protected Information. Nothing in this Section 8 restricts Client from retaining or working with brokers, realtors, salespersons, agents, or other intermediaries in the ordinary course of a transaction. Section 8 applies only to the misuse of VASTAIR Confidential Information, VASTAIR-introduced non-public deal structures, or VASTAIR’s non-public introductions to avoid paying agreed fees for materially similar services in the same specifically identified matter.
For clarity, a broker or realtor may participate in the same transaction, but neither Client nor any broker, realtor, salesperson, or intermediary acting for Client may use VASTAIR Confidential Information to replicate VASTAIR’s protected methods, repackage VASTAIR’s work as their own, or bypass VASTAIR in the same protected matter where VASTAIR’s non-public contribution created or materially advanced the opportunity.
9.1 Unless VASTAIR expressly agrees in a signed writing, no person or entity other than Client may rely on the Services, Final Deliverables, or any related communication.
9.2 Brokers, realtors, salespersons, lenders, investors, consultants, regulators, counterparties, and other permitted recipients may review Final Deliverables solely for the purpose of advising on, evaluating, marketing, diligencing, negotiating, financing, insuring, or closing the specific matter identified in the applicable Order, but such review does not create reliance rights, beneficiary status, or any duty owed by VASTAIR to that recipient.
9.3 Any disclosure by Client to a broker, realtor, salesperson, lender, investor, consultant, regulator, public agency, or other third party is at Client’s sole risk unless VASTAIR has executed a separate written reliance letter for that recipient.
9.4 No recipient of shared materials becomes a third-party beneficiary of the Agreement or acquires any claim against VASTAIR by reason of receipt, review, discussion, or possession of the materials.
9.5 Client shall cause any broker, realtor, salesperson, or intermediary receiving Final Deliverables to receive them subject to any confidentiality legends, disclaimers, limitations on use, and no-reliance statements that VASTAIR reasonably requires.
9.6 Listing and Marketing Guardrails. If Client or Client’s broker, realtor, or salesperson references VASTAIR-supported analysis, air-rights potential, easement potential, zoning capacity, vertical development potential, or related conclusions in any listing package, offering memorandum, broker opinion package, investor teaser, presentation, or marketing communication, then:
10.1 If Client is a governmental entity, quasi-governmental entity, public university, or other entity subject to public-records laws, the parties acknowledge that VASTAIR Materials may include proprietary and trade secret information.
10.2 If Client receives a public-records request, subpoena, demand, or other legal process seeking VASTAIR Confidential Information, Client shall, to the extent legally permitted:
10.3 VASTAIR may designate materials as “Confidential,” “Proprietary,” or “Trade Secret,” but failure to make such a designation does not waive protection where protection otherwise applies.
10.4 Submission of materials to a public entity does not itself waive any applicable privilege, trade secret claim, confidentiality protection, or statutory exemption.
10.5 Where feasible, VASTAIR may provide public-sector clients with a redacted or methodology-limited version of a deliverable for broader circulation, while reserving detailed methodology in a restricted appendix or separate confidential submission.
11.1 Each party shall implement reasonable administrative, technical, and physical safeguards appropriate to the information it handles under the Agreement.
11.2 Client shall not provide personal information except to the extent reasonably necessary for the Services and contemplated by the applicable Order.
11.3 If either party discloses personal information subject to applicable privacy law, the parties shall cooperate in good faith on any required privacy notice, contractor or service-provider language, retention limits, or related terms.
11.4 Unless expressly stated otherwise in an Order, VASTAIR is not a data custodian for regulated personal data at scale and Client shall not provide special-category, highly sensitive, or unnecessary personal information.
12.1 The Services may incorporate or depend on public records, assessor data, GIS layers, maps, aerial imagery, zoning text, market data, title information, third-party software, and other third-party sources.
12.2 VASTAIR does not warrant that third-party data is complete, current, or error-free.
12.3 VASTAIR may use software tools, automated processes, or machine-learning-assisted methods in performing the Services, but VASTAIR retains control over the means and methods of performance unless otherwise agreed.
13.1 Acceptance. Final Deliverables are deemed accepted unless Client provides written notice during the acceptance period identifying specific nonconformities relative to the Order.
13.2 Factual Corrections. VASTAIR will correct material factual errors caused by VASTAIR if reported within the acceptance period.
13.3 Scope Revisions. Revisions resulting from Client preference changes, newly provided information, revised assumptions, changed objectives, third-party comments, or expanded use cases are outside the original scope unless otherwise stated in the Order.
13.4 Change Orders. Material changes to scope, assumptions, timeline, recipients, or intended use may require a written change order and additional fees.
14.1 Mutual Authority Warranty. Each party warrants it has authority to enter into the Agreement.
14.2 Performance Warranty. VASTAIR warrants that it will perform the Services in a professional and workmanlike manner consistent with generally reasonable industry practice for similar services.
14.3 Exclusive Remedy. Client’s exclusive remedy for breach of Section 14.2 is re-performance of the affected Services or, at VASTAIR’s option, refund of the fees paid for the specific affected Services.
14.4 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES, DELIVERABLES, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” AND VASTAIR DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, AND RESULTS TO BE ACHIEVED.
14.5 Specific Outcome Disclaimer. VASTAIR does not warrant:
15.1 TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITY, LOSS OF GOODWILL, OR LOSS OF DATA, ARISING OUT OF OR RELATED TO THE AGREEMENT.
15.2 TO THE MAXIMUM EXTENT PERMITTED BY LAW, VASTAIR’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID TO VASTAIR UNDER THE APPLICABLE ORDER GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
15.3 The limitations in this Section do not apply to:
16.1 By Client. Client shall defend, indemnify, and hold harmless VASTAIR and its directors, officers, employees, and contractors from third-party claims arising out of:
16.2 By VASTAIR. VASTAIR shall defend and indemnify Client against third-party claims alleging that VASTAIR’s proprietary materials, as provided by VASTAIR and used by Client as authorized, directly infringe a U.S. intellectual property right, except to the extent the claim arises from Client materials, Client instructions, modifications not made by VASTAIR, combination with non-VASTAIR items, or use outside the Agreement.
16.3 Procedure. The indemnified party shall promptly notify the indemnifying party, allow reasonable control of the defense, and provide reasonable cooperation at the indemnifying party’s expense.
17.1 Receiving Party shall promptly notify the Disclosing Party of any actual or reasonably suspected unauthorized use, access, disclosure, copying, or loss of Confidential Information.
17.2 Upon notice of suspected misuse of VASTAIR Confidential Information, Client shall preserve relevant documents, communications, system logs, access logs, downloads, forwarding history, and other evidence reasonably related to the suspected misuse.
17.3 Client acknowledges that unauthorized use or disclosure of VASTAIR Confidential Information may cause irreparable harm for which monetary damages alone may be inadequate, and VASTAIR may seek injunctive relief, specific performance, equitable accounting, and other available remedies.
18.1 The Agreement begins on the effective date in the Order and continues until expiration or termination.
18.2 Either party may terminate for material breach not cured within fifteen (15) days after written notice.
18.3 If the Order permits termination for convenience, Client remains responsible for all work performed, accrued fees, approved expenses, and non-cancelable commitments through the effective date of termination.
18.4 On termination, all licenses granted to Client cease except as expressly provided for fully paid Final Deliverables, and all accrued rights and obligations survive.
19.1 Upon written request or termination, each party shall return or destroy the other party’s Confidential Information, except for copies retained in routine backups, legal archives, compliance files, or as required by law, provided those retained copies remain subject to the Agreement.
19.2 VASTAIR may retain generalized know-how, skills, ideas, and experience retained in unaided memory, so long as it does not disclose Client Confidential Information or use Client-specific confidential content except as permitted by the Agreement.
20.1 VASTAIR shall not publicly use Client’s name or logo as a customer reference without written permission, except where required by law or where the relationship is already public through Client’s own authorized disclosure.
20.2 Unless prohibited in the Order, VASTAIR may describe the engagement in anonymized, non-identifying terms for internal learning, capability descriptions, or generalized marketing.
VASTAIR is an independent contractor and not Client’s employee, fiduciary, legal representative, broker, or joint venturer unless expressly agreed in writing.
Neither party may assign the Agreement without the other party’s written consent, except in connection with a merger, acquisition, sale of substantially all assets, or internal reorganization.
Neither party shall be liable for delay or failure caused by events beyond its reasonable control, excluding payment obligations.
The Agreement is governed by the laws of the State of California, without regard to conflict-of-law rules. The state or federal courts located in San Francisco County, California shall have exclusive jurisdiction, and each party consents to that jurisdiction and venue.
25.1 The parties shall attempt in good faith to resolve disputes through executive-level discussions before filing suit, except where immediate equitable relief is reasonably necessary.
25.2 The prevailing party in any action arising out of or relating to the Agreement shall be entitled to recover its reasonable attorneys’ fees and costs.
26.1 Entire Agreement. The Agreement is the complete agreement on its subject matter and supersedes prior discussions on that subject.
26.2 Amendments. Amendments must be in writing and signed by both parties, except that revised Terms may apply prospectively to new Orders.
26.3 Severability. If any provision is held unenforceable, it shall be modified only to the minimum extent necessary to make it enforceable, and the remainder shall remain in effect.
26.4 No Waiver. Failure to enforce a provision is not a waiver.
26.5 Counterparts. The Agreement may be executed in counterparts, including electronically.
Client acknowledges and agrees to these Terms and Conditions and that this Order is governed by the VASTAIR Client Terms and Conditions.
Confidential; Limited Use; No Third-Party Reliance.
Any material prepared by VASTAIR, Inc. is for the limited internal use of the named client in connection with the specific property or transaction identified therein. It may be reviewed by the client’s brokers, agents, lenders, investors, consultants, and transaction participants solely for that matter. No other person may rely on this material, and no rights to reuse, copy, distribute, reverse engineer, repurpose, or commercialize any portion of it are granted. VASTAIR’s proprietary methods, techniques, workflows, and documentation structures remain confidential and protected.
Location Data (“Use my location”).
When you first use this site, your browser asks whether you will share your location. That request comes from your browser, not from us, and you can decline it. If you allow it, the site opens on the building at your location; if you decline it, or if you are outside San Francisco, the site opens on an example building instead. You can also ask for your location at any time using the “Use my location” control.
If you grant permission, your device’s approximate coordinates are transmitted to VASTAIR’s servers for the sole purpose of identifying the parcel at that location so it can be displayed to you. The coordinates are used for that lookup and are not written to our database, not recorded in our application logs, not used to build a profile, and not sold, rented, or disclosed to any third party.
If you have previously granted this site location permission and have not revoked it, the site may read that standing grant when it loads in order to open on your own building. This reads a permission you already gave; it does not create a new prompt.
Location permission can be withdrawn at any time in your browser’s site settings. The site is fully usable without it: declining, or never clicking the control, leaves every other feature available.
Questions about these terms? Contact us.
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