This Enterprise Software License Agreement (“License”) is entered between Drone.io, Inc., (“Drone.io”) and the individual subscriber and their company identified in the order and subscription purchase form (“Customer”) effective as of the date Customer submits order.
Drone.io has developed and offers commercially available downloadable software products (“Software”); and Customer wishes to license the selected Software for the subscription term in its Order (“Subscription”). The parties each acknowledge receipt of adequate consideration and intend to be legally bound by this Software License Agreement as follows:
1. Grant and Term of Limited License
1.1 Drone.io hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software and the Software Documentation for its own internal information processing and computing needs during the authorized Subscription Term; provided Customer deploys the Software to more than the number of seats in its Order and complies with the other restrictions set forth in this License. Customer may increase the number of users by completing a new order form and paying for additional users at Drone.io’s current pricing at time of order. Drone.io reserves all right, title and interest in and to the Software, Documentation, or any copyrights, patents, or trademarks, embodied or used in connection therewith, except for the rights expressly granted herein.
1.2 Subject to earlier termination as provided below, this License is valid for the Initial Subscription Term selected by Customer in its Order and shall automatically renew for additional periods of the same duration, unless either party requests termination at least thirty (30) days prior to the end of the current term. Notwithstanding the foregoing, Drone.io may terminate this License without notice in the case of nonpayment. Either party may cancel this agreement without notice in the event the other party materially breaches any of the terms or conditions of this License. Customer agrees to pay in full for the License up to and including the last day on which the Software was provided. All sections of this License which by their nature should survive termination will survive termination, including without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability.
1.3 Customer acknowledges and agrees that it shall not directly or indirectly:
a) Attempt to obtain, decompile, disassemble, reverse engineer, or otherwise attempt to discover the source code, object code, algorithms, or underlying structure, ideas, or know-how, in whole or in part, related to the Software;
b) Sublicense or allow any third party or additional users beyond the paid for number of users in the order form to use the Software;
c) use Drone.io’s name, trademarks, logos or other proprietary documentation or information or remove any proprietary notices or labels;
d) Use Drone.io’s Software for any other use than specifically provided under this license, including but not limited to timesharing or service bureau purposes or the benefit of any third-party;
e) Use the Software in any manner that interferes with Drone.io’s or its other customer’s use of the Software;
f) Commence, deploy or attempt to develop any electronic software for the purpose of competing with Drone.io’s Software;
g) Attempt to gain unauthorized access to, or disrupt the integrity or performance of, the Software; or
h) Use the Software for any fraudulent or illegal use.
i) Remove, export or allow the export or re-export from the United States of the Software, Documents, any direct product utilizing the Software in violation of any US law, regulation, restriction, sanction or embargo. The Software and documentation are “commercial items” as defined in US Federal Acquisition Regulations (FAR) 2.101, and are deemed to be “commercial computer software” and “commercial computer software documentation” according to Defense Federal Acquisition Regulations (“DFAR”) 252.227-7014(a)(1) and (5). Pursuant to DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government shall be governed solely by the terms of this License and prohibited except to the extent expressly permitted by the terms of this License.
2. Customer’s Obligations.
2.1 Customer agrees that it shall monitor all its users of the Software to ensure proper use and compliance with this License.
2.2 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to use the Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, and web servers (“Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer’s account, passwords (including but not limited to administrative and user passwords) and files, protecting its information and implementation backup facilities in the event of errors or malfunction of the Software. Customer agrees that Drone.io shall not be responsible for loss of Customer data.
2.3 Customer shall document and promptly report all errors or malfunctions of the Software to Drone.io.
2.4 Customer shall properly train its personnel in the use and application of the Software.
2.5 Customer shall comply with all applicable laws, rules and regulations related to use of the Software and this License.
3. License Restrictions. Customer shall abide by the following applicable restrictions based on the subscription or product purchased in the Order.
3.1 Customer understands and acknowledges that all Software and Documentation provided is delivered "AS-IS," without any express or implied warranties, and no warranties or maintenance obligations will apply to Drone.io. DRONE.IO HEREBY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE SOFTWARE, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SOFTWARE.
3.2 Evaluation License. If an "Evaluation License" is indicated on the Order, Customer's copy of the Software may contain a blocking code restricting use of the Software after the time indicated on the Order. Customer may use the Software solely for internal use, solely during the evaluation duration period indicated on the Order. All Feedback will be given by Customer entirely voluntarily. Customer hereby grants to Drone.io a royalty-free, transferable, irrevocable, worldwide, fully paid-up license under all of Customer's intellectual property rights to use, disclose, reproduce, license (with rights to sublicense through multiple tiers of sublicensees), sell, offer for sale, distribute, import and otherwise exploit Feedback without restriction or obligation of any kind or nature. Notwithstanding anything to the contrary in this License
3.3 Customer acknowledges and agrees that the Software License is limited for Customer’s own internal use and it shall not use the Software through or for any affiliate, subsidiary, Customer’s clients, customers, or other third-party use.
3.4 Per-User License. Drone.io will provide Customer access to the Software solely for number of Users authorized and purchased through the Customer’s Order. Customer shall not allow access to the Software by more than the number of Users indicated on the Order. Customer shall not allow access to the Software by any User other than Customer's authorized Users.
3.5 Responsibility for Users. Customer shall remain responsible and liable for its Users' compliance with this License. User accounts and passwords are specific to individual Users and may not be shared among or by other Users. Customer administrators may reassign a User account during the subscription term, if a former User no longer requires access to or use of the Software. All Users must be (a) employees of Customer, or (b) agree in writing to abide by the terms of this License.
3.6 Additional Restrictions. Customer shall not itself, or via any third party sell, lease, license or sublicense the Software or the Documentation or provide access to the Software or Documentation to any third party, software timesharing, "service bureau" or other shared use, regardless of whether Customer charges for such access.
4. License Fee
4.1 Customer agrees to pay Drone.io the “Subscription Fee” as specified in the Order based on the number of Users declared by Customer and Subscription Term. The initial license fee is due and payable in full on submission of the Order. No new Subscription Term will go into effect unless the required payment is paid in full. Customer authorizes and agrees that Drone.io may charge the method of payment provided by Customer on the Subscription Term renewal date, unless Customer cancels the Subscription and this License by notifying Drone.io by email to email@example.com at least 30 days prior to renewal date.
4.2. If Customer’s actual number of users at any time exceeds the number of users authorized in the paid Order, Customer agrees to pay the additional license fees to Drone.io and authorizes Drone.io to immediately charge Customer’s method of payment for any additional users for the requisite Subscription Term. Drone.io reserves the right to change the Fees or applicable charges or available Service plans and institute new charges and Fees upon thirty (30) days prior notice to Customer which may be sent by email or posted on Drone.io’s website. Customer must notify Drone.io no later than 60 days after the invoice date about any alleged billing error to be eligible for an adjustment or credit, which may be offered in Drone.io’s sole discretion.
4.3 Drone.io reserves the right to bill through an invoice, in which case, full payment for invoices issued in any given month must be received by Drone.io no later than thirty (30) days after the mailing date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination this License.
4.3. Taxes. All charges and fees provided for in this License are exclusive of any taxes, duties, or similar charges imposed by any government. Customer is responsible for all sales or other taxes associated with its purchase of this Software License as applicable based on Customer’s location, and agrees to pay or reimburse Drone.io for all federal, state, dominion, provincial, or local sales, use, personal property, excise or other taxes, fees, or duties arising out of this License or the transactions contemplated by this License (other than taxes on the income of Drone.io). Drone.io agrees to pay to the applicable taxing authorities any such amounts invoiced to Customer.
5. Maintenance and Support. Customer understands that during the paid Subscription Term, Drone.io will provide support for the Software based on the option selected by Customer in its Order in accordance with our Support Policy located at https://drone.io/enterprise/support.
6. Indemnification. Customer hereby agrees to indemnify and hold Drone.io harmless against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of this License or otherwise from Customer’s use of Software.
7.1 Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has or may disclose business, technical or financial information relating to the Disclosing Party’s business (“Proprietary Information” of the Disclosing Party). Drone.io’s Proprietary Information includes non-public information regarding features, functionality and performance of the Software. Customer’s Proprietary Information includes non-public data provided by Customer to Drone.io to enable the provision of the Software (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect the other party’s Proprietary Information, and (ii) not to use (except in provision of the Software or otherwise permitted herein) or divulge to any third person any Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure by a party or any information that the Receiving Party can document (a) is generally available to the public, (b) was in its possession or known by it prior to receipt from the Disclosing Party, (c) was rightfully disclosed to it without restriction by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law.
7.2 Customer owns all right, title and interest in the Customer Data. Drone.io owns and retains all right, title and interest in (a) the Software including any improvements, enhancements or modifications, (b) any software, applications, inventions or other technology developed in connection with the Software or support, and (c) all intellectual property rights related to any of the foregoing.
7.3 Notwithstanding anything to the contrary, Drone.io shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Software including, without limitation, information concerning Customer Data, and Drone.io will be free during and after the term of this License to (i) use such information and data to improve and enhance the Software and for other development, diagnostic and corrective purposes in connection with the Software and other Drone.io offerings, and (ii) disclose such data solely in aggregate or other non-personally identifiable form in connection with its business.
8. WARRANTY AND DISCLAIMER. CUSTOMER ACCEPTS THE SOFTWARE “AS IS” WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE RELATING TO THE SOFTWARE, DOCUMENTATION, SUPPORT OR OTHER SERVICE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DRONE.IO HAS NO OBLIGATION TO INDEMNIFY OR DEFEND CUSTOMER AGAINST CLAIMS RELATED TO INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.
9. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EXCEPT FOR BODILY INJURY OF A PERSON, DRONE.IO AND ITS SUPPLIERS (INCLUDING BUT NOT LIMITED TO ALL EQUIPMENT AND TECHNOLOGY SUPPLIERS), OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS LICENSE OR RELATED TERMS AND CONDITIONS UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (A) FOR ERROR OR INTERRUPTION OF USE OR FOR LOSS OR INACCURACY OR CORRUPTION OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY OR LOSS OF BUSINESS; (B) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (C) FOR ANY MATTER BEYOND DRONE.IO’s REASONABLE CONTROL; OR (D) FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY CUSTOMER TO DRONE.IO FOR THE SOFTWARE OR SERVICES UNDER THIS LICENSE IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, WHETHER OR NOT DRONE.IO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DRONE.IO’S LIABILITY UNDER THIS LICENSE FOR DAMAGES WILL NOT, IN ANY EVENT, EXCEED THE LICENSE FEES PAID BY CUSTOMER TO DRONE.IO UNDER THE SUBSCRIPTION TERM OF THIS LICENSE. The provisions of this Section 9 allocate risks under this License between Customer and Drone.io. Drone.io's pricing of the Software reflects this allocation of risks and limitation of liability. In the event any provisions of this Limitation of Liability are held unenforceable by any court, the parties agree that Drone.io’s liability shall be limited to the fullest extent under applicable law.
10. Dispute Resolution. Any legal disputes or claims arising out of or related to this License (including without limitation claims related to the use of the Software, the interpretation, enforceability, revocability, or validity of the License, or the arbitrability of any dispute), that cannot be resolved informally shall be submitted to binding arbitration in San Francisco, California. The arbitration will be conducted by the American Arbitration Association under its Commercial Rules, or as otherwise mutually agreed by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. Claims must be brought within the statute of limitations or other time required by applicable law. Customer agrees to bring any claim, action or proceeding arising out of or related to the License in its individual capacity, and not as a plaintiff or class member in any purported class, collective, or representative proceeding. The arbitrator may not consolidate the claims of more than one person and may not otherwise preside over any form of a representative, collective, or class proceeding. CUSTOMER ACKNOWLEDGES AND AGREES THAT IT AND DRONE.IO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING IN ANY FORUM. Each party consents and submits to the exclusive personal jurisdiction of the state and federal courts located in City and County of San Francisco, California for enforcement of any arbitral decision or for any matter prohibited by law from resolution through arbitration and arising out of this License.
11. Miscellaneous. If any provision of this License is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this License will otherwise remain in full force and effect and enforceable. Neither party will incur any liability to the other party on account of any loss or damage resulting from any delay or failure to perform all or any part of this License if such delay or failure is caused, in whole or in part, by events, occurrences, or causes beyond the control and without negligence of the parties. Such events, occurrences, or causes will include, without limitation, acts of God, strikes, lockouts, riots, acts of war, earthquake, fire and explosions, but the inability to meet financial obligations is expressly excluded. This License is not assignable, transferable or sublicensable by Customer except with Drone.io’s prior written consent. Drone.io may transfer and assign any of its rights and obligations under this License without consent. This License is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this License, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this License and Customer does not have any authority of any kind to bind Drone.io in any respect whatsoever. In any action or proceeding to enforce rights under this License, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under this License will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This License shall be governed by the laws of the State of California including without limitation applicable federal law, without reference to: (a) any conflicts of law principle that would apply the substantive laws of another jurisdiction to the parties’ rights or duties; (b) the 1980 United Nations Convention on Contracts for the International Sale of Goods; or (c) other international laws. Customer grants to Drone.io a non-exclusive, revocable license to use Customer's trademarks in connection with Drone.io's promotional materials for identification purposes only. Customer may terminate this license by submitting an email to firstname.lastname@example.org at any time, which termination request will be processed within 30 days after receipt by Drone.io.