This End Customer Agreement (this “Agreement” ) is the main agreement between Dedrone Holdings, Inc., a Delaware corporation having its principal place of business at 220 Sansome Street, 6th Floor, San Francisco, California 94104 (“Dedrone”) and the end customer and user of Dedrone’s products (“Customer”). If Customer registers for a free trial or Proof of Concept (POC), then this Agreement will also govern the free trial or POC.
By accepting this Agreement, including by executing a Purchase Order (as defined below) that references this Agreement, Customer agrees to the terms of this Agreement. If Customer and Dedrone have executed a written agreement governing Customer’s purchase and use of the Products (as defined below), then the terms of such signed agreement will govern and will supersede this Agreement.
This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date”). Dedrone reserves the right to modify or update the terms of this Agreement in its discretion, and it is Customer's responsibility to check our website periodically for changes. Customer’s continued use of the Products following posting of any such update constitutes acceptance of those changes. Dedrone and Customer hereby agree as follows:
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.
“Affiliate” means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.
“Collected Data” has the meaning ascribed to it in Section 9.1, below.
“Dedrone Data” means data that Dedrone maintains regarding a wide variety of drone models and manufacturers in the marketplace (what Dedrone calls its “Drone DNA” feature), as well as usability information that Dedrone collects regarding the performance of the Software and Hardware, aggregate or de-identified Collected Data compiled or used by Dedrone in accordance with Section 9.2, and any other information that Dedrone makes available to Customer by means of the Software.
“Documentation” means the written or online documentation regarding the Products made available by Dedrone.
“Hardware” means the Dedrone drone detection hardware products listed at https://www.dedrone.com/products/hardware/rf-sensors/overview that are set forth on a Purchase Order, and does not include Dedrone’s DroneDefender product, which is sold under separate terms and conditions, or any Third-Party Hardware (as defined below).
“License” has the meaning ascribed to it in Section 2.1.
“License Term” means the length of the License(s) set forth on the applicable Purchase Order.
“Products” means, collectively, the Software, Hardware, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
“Purchase Order” means each order document submitted to Dedrone by Customer (or a Partner), and accepted by Dedrone, indicating Customer’s (or Partner’s) firm commitment to purchase the Products and for the prices listed thereon. Each Purchase Order, when accepted by Dedrone, will be incorporated into this Agreement by reference.
“Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by Customer from Dedrone or obtained from any 3rd party vendor.
“Service Level Agreement” means the Service Level Agreement attached hereto as Exhibit A, which defines availability of the Software when deployed as a SaaS solution hosted by Dedrone.
“Software” means (i) Dedrone’s proprietary drone-tracking software, known as DroneTracker, whether deployed on-premise or hosted by Dedrone as a cloud-based solution, (ii) Dedrone’s video analytics software (currently known as Analytics Server), and/or (iii) software and/or firmware deployed or installed on the Hardware or available for download and installation onto Customer’s Third-Party Hardware.
“Subscription” means a License Term that is time-based and for which Customer makes periodic payments to Dedrone (e.g., monthly) instead of a one-time license fee payment.
“Support” means the technical support services set forth on Exhibit B.
“Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third parties that are used by Customer in conjunction with the Software.
“Users” means individuals or entities that are authorized by Customer to use the Products.
2.1 License. Subject to the terms of this Agreement, Dedrone grants Customer a royalty-free, nonexclusive, nontransferable, worldwide right during each License Term to download and/or use the Software, including the Dedrone Data, subject to the terms of this Agreement (the “License”). Customer must purchase a License to the Software for each unit of Hardware and/or Third-Party Hardware it uses with the Software. Accordingly, Customer may only use the Software with up to the number and type of Hardware and/or Third-Party Hardware units specified on the applicable Purchase Order, however Customer may authorize an unlimited number of Users to access and use the Software. If Customer purchases additional Licenses during a current License Term, the License Term of the new License(s) will be pro-rated to terminate at the end of the then-current License Term. Software installed by Customer is subject to the terms of our then-current End User License Agreement (“EULA”), and Software licensed as a service is subject to Dedrone’s then-current Terms of Service (“ToS”). If Dedrone provides Customer with other software to which neither the EULA or the ToS apply, then the terms of this ECA apply to Customer’s use of such software.
2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Products in order to monitor the availability, security, performance, or functionality of the Products, or for any other benchmarking or competitive purposes without Dedrone’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (iv), a “Prohibited Use”).
3.1 General. Dedrone represents to the original purchaser of the Hardware that for a period of one year from the date of shipment to the location specified on the Purchase Order, the Hardware will be substantially free of defects in materials and workmanship (the “Limited Warranty”). By way of clarification, this Limited Warranty does not apply to Dedrone’s DroneDefender product, which is sold under separate terms and conditions.
3.2 Remedies. Customer’s sole and exclusive remedy and Dedrone’s (and its suppliers’ and licensors') sole and exclusive liability for a breach of the Limited Warranty will be, in Dedrone’s sole discretion, commercially reasonable efforts to repair or replace the non-conforming Hardware. Repair or replacement may be made with a new or refurbished product or components. If the Hardware or a component within it is no longer available, then Dedrone may replace the Hardware unit with a similar product of similar function. Any Hardware unit that has been repaired or replaced under the Limited Warranty will be covered by the terms of the Limited Warranty for the longer of (a) ninety (90) days from the date of the delivery or the repaired Hardware unit or its replacement, or (b) the remainder of the original one-year Limited Warranty period.
3.3 Returns. To request a return under the Limited Warranty, Customer must notify Dedrone within the Limited Warranty period. To initiate a return, Customer must send a return request to Dedrone at email@example.com and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved in Dedrone’s sole discretion, Dedrone will provide Customer with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with Customer’s return shipment to Dedrone. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Dedrone issued the RMA. Dedrone will either repair or replace the Hardware in its sole discretion. Notwithstanding the foregoing, if Customer purchased the Product from a reseller, Customer may contact its reseller to arrange for the return.
3.4 Subscription Returns. Notwithstanding the foregoing, with respect to Hardware licensed by Customer on a Subscription basis, Dedrone will replace any Hardware that does not conform to the Limited Warranty as long as Customer has an active Subscription to the Hardware, provided that Customer follows the return procedures set forth in Section 3.3 with respect to any Hardware it requests Dedrone to replace.
4.1 General. Dedrone is responsible for providing the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.
4.2 Availability. Dedrone uses its best efforts to ensure that the Software it hosts as a cloud-based solution is available in accordance with the terms of the Service Level Agreement, which sets forth Customer’s remedies for any interruptions in the availability of the Software.
4.3 Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Dedrone will provide Support in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the License. In order to ensure efficient communication, Customer will designate no more than three representatives to contact Dedrone’s Support team (the “Customer Support Contacts”). As part of Dedrone’s delivery of Support and training, Customer understands that Dedrone may access and use Customer's account at its request.
5.1 Compliance. Customer will use the Products only in accordance with applicable specifications (the “Specifications”) and in compliance with all applicable laws, including all applicable export laws and regulations of the United States or any other country. Customer will ensure that none of the Products are directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations. Dedrone reserves the right to suspend use of any Products operating in violation of such laws, following written notice to Customer (in the form of an email). If Customer uses a radio jammer, or any other controlled device, in connection with the Software, Customer represents to Dedrone that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting documentation regarding such authorization upon request. Customer may be required to obtain legal authorization before any purchase or use of hardware sold by third parties.
5.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and computing environment that it uses to host and/or access the Products and for ensuring that any Third-Party Hardware meets the necessary specifications for use with the Software.
6.1 Term. The term of this Agreement will commence on the Effective Date and will continue for a period of three years (the “Initial Term”), regardless of whether Customer has any active Licenses to the Products. Thereafter this Agreement will automatically renew for successive one-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides 60 days prior written notice of its intent not to renew the then-current Term.
6.2 Termination for Cause. Either party may terminate this Agreement or any License Term for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.
6.3 Effect of Termination. If Dedrone terminates this Agreement or any License Term in accordance with Section 6.2, then Customer will pay Dedrone any unpaid fees covering the License Term up until the date of termination. If Customer terminates this Agreement or any License Term in accordance with Section 6.2, then Dedrone will refund Customer a pro rata portion of any prepaid fees allocable to the remaining License Term.
6.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8; 9; 10; 12; and 13.
7.1 Fees. If Customer purchases the Products directly from Dedrone, then Customer will pay the fees for the Products set forth on the applicable Purchase Order. Any terms included by Customer on a Purchase Order that conflict with the terms of this Agreement will not be binding on Dedrone. Following acceptance of the Purchase Order, and shipment of the Products, Dedrone will submit an invoice to Customer for the Products, and payment will be due 30 days from the date of the invoice or upon the payment schedule set forth in the invoice with respect to Subscription license purchases (the “Due Date”). All Hardware will be shipped FCA, unless specified otherwise, with ownership passing at the point of shipment, to the location specified on the Purchase Order. If Customer purchases the Products from a reseller or other channel partner of Dedrone, then all payment and shipping terms will be as agreed between Customer and such partner.
7.2 Overdue Charges. If any undisputed, invoiced amount is not received by Dedrone by the Due Date, then (i) those charges may accrue late interest at the rate of 3.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (ii) Dedrone may condition the purchase of future Products on receipt of payment for previous Product and/or payment terms shorter than those specified on the previous Purchase Order.
7.3 Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Dedrone (collectively, “Taxes”) with respect to the Products provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement and shall indemnify, hold harmless and reimburse Dedrone for all Taxes paid or payable by, demanded from, or assessed upon Dedrone.
8.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Dedrone’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Collected Data. Confidential Information does not include information which is (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.
8.2 Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.
8.3 Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.
9.1 Data. If Customer purchases a subscription to Software, as part of its operation, the Software may collect and send to servers owned, operated or controlled by Dedrone data or other information regarding Customer’s use of the Software, which may include (i) information generated by each Sensor deployed by Customer, including information related to the date, time, and duration of the detection of the drone, as well as the locations of the detected drones and remote controls and of the Sensor itself (collectively, “Sensor Data”), (ii) video recording of the detected drones, including flight path ("Video Data"), and (iii) User login information, including name, email, username, and password (collectively, “User Data” and together with Sensor Data and Video Data, “Collected Data”).
9.2 Use of Collected Data. Dedrone will have the right to use Collected Data for the following purposes: (i) provide or improve any Product; (ii) analyze or improve any Product or the performance of any Product; or (iii) compile or use aggregate or de-identified Collected Data or metrics derived from Collected Data, including without limitation in combination with the aggregate or de-identified customer data of other customers, and share such aggregated and de-identified data or metrics with government or law enforcement entities, with or without compensation. Customer acknowledges that Dedrone may learn from the performance or use of any Product, and that Dedrone shall have the sole right to exploit any modification, enhancement or improvement of any Product resulting from such learning. In addition, Dedrone will disclose Collected Data where Dedrone, in good faith, believes that the law or legal process (such as a court order, search warrant or subpoena) requires Dedrone to do so.
9.3 Security. Dedrone maintains industry standard physical, technical, and administrative safeguards (the “Security Measures”) in order to protect Collected Data.
9.4 No Access. Except for the Collected Data, Dedrone does not (and will not) collect, process, store, or otherwise have access to any personal information, about Users or users of Customer’s products or services.
10.1 Dedrone Property. Dedrone owns and retains all right, title, and interest in and to the Dedrone Data, the Software, and all intellectual property embodied in the Hardware. Except for the limited license granted to Customer in Section 2.1, Dedrone does not by means of this Agreement or otherwise transfer or license any rights in the Products to Customer, whether by implication, estoppel or otherwise. To the maximum extent permitted by applicable law Customer will take no action inconsistent with Dedrone’s intellectual property rights in the Products or any Dedrone Data.
10.2 Customer Property. Customer owns and retains all right, title, and interest in and to the Collected Data and does not by means this Agreement or otherwise transfer any rights in the Collected Data to Dedrone, except for the limited rights set forth in Section 9.2.
11.1 By Dedrone. Dedrone will indemnify, defend, and hold Customer, its Affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding (each, a “Claim”) made or brought by a third party against any of the Customer Indemnitees alleging that Customer’s use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party. Dedrone will pay any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Dedrone prompt written notice of the Claim, (ii) gives Dedrone sole control of the defense and settlement of the Claim (provided that Dedrone may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Dedrone all reasonable assistance, at Dedrone’s request and expense. If Customer’s right to use the Products hereunder is, or in Dedrone’s opinion is likely to be, enjoined as the result of a Claim, then Dedrone may, at Dedrone’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Dedrone will have no indemnification obligations under this Section 11.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Dedrone; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 11.1 sets forth Dedrone’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.
11.2 By Customer. Customer will indemnify, defend, and hold harmless Dedrone, its Affiliates, and their respective owners, directors, members, officers, and employees (together, the “Dedrone Indemnitees”) from and against any Claim related to (a) Customer’s or a User’s engaging in a Prohibited Use, (b) any and all acts or omissions of its Users, and (c) Customer’s reliance on use of any Product or application of any data arising from use of any Product. Customer will pay any settlement of and any damages finally awarded against any Dedrone Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Dedrone (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Dedrone’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.
12.1 Disclaimer. EXCEPT FOR THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT, DEDRONE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO ANY PRODUCT OR THIRD-PARTY HARDWARE, OR ANY MATERIAL OR SERVICE FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT. WITHOUT LIMITING THE FOREGOING, DEDRONE HEREBY DISCLAIMS ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE. DEDRONE DOES NOT WARRANT THAT ANY PRODUCT WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF ANY PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECT WILL BE CORRECTED. WITHOUT LIMITING THE FOREGOING, DEDRONE DOES NOT GUARANTEE ANY RESULT OF ANY PRODUCT, AND IN NO EVENT SHALL DEDRONE BE LIABLE TO CUSTOMER FOR CUSTOMER’S RELIANCE ON USE OF ANY PRODUCT OR APPLICATION OF ANY DATA ARISING FROM USE OF ANY PRODUCT. WITHOUT LIMITING THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT PRODUCTS ARE NOT DESIGNED, MANUFACTURED OR INTENDED FOR USE IN HAZARDOUS ENVIRONMENTS REQUIRING FAIL-SAFE PERFORMANCE IN WHICH THE FAILURE OF SUCH PRODUCT COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR PROPERTY DAMAGE OR ENVIRONMENTAL DAMAGE (COLLECTIVELY, “HIGH RISK ACTIVITIES”). DEDRONE EXPRESSLY DISCLAIMS ANY EXPRESS OR IMPLIED GUARANTEE OF FITNESS FOR SUCH HIGH RISK ACTIVITIES.
12.2 Limitation of Liability. EACH PARTY HERETO AGREES THAT WITH THE EXCEPTION OF THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 11, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, AND ABSENT GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE OTHER PARTY (COLLECTIVELY, “EXCLUDED CLAIMS”), NEITHER THE OTHER PARTY NOR ITS AFFILIATES NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM WILL BE LIABLE TO SUCH PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.
12.3 Liability Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DEDRONE UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. IN THE CASE OF EXCLUDED CLAIMS, SUCH LIMIT WILL BE EQUAL TO THREE TIMES THE TOTAL AMOUNT PAID BY CUSTOMER TO DEDRONE UNDER THIS AGREEMENT DURING THE TERM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.
This Agreement is governed by the laws of California without reference to conflicts of law rules.
Any dispute, claim or controversy in connection with this Agreement, including any questions regarding its formation, existence, validity, enforceability, performance, interpretation, breach or termination, shall be resolved by a final, binding arbitration conducted under the Commercial Arbitration Rules of the American Arbitration Association. The following parameters shall apply to the arbitration: (i) the arbitration shall be decided by one (1) arbitrator appointed in accordance with such rules; (ii) the place of the arbitration shall be San Francisco, California, USA; (iii) the language of the arbitration shall be English; (iv) at any time, Customer or Dedrone may seek or obtain preliminary, interim or conservatory measures from the arbitrator or from a court of competent jurisdiction; and (v) Customer and Dedrone shall bear equally the cost of the arbitrator. Notwithstanding the foregoing, any dispute in respect of ownership, validity, enforceability or infringement of any patent or patent application (a “Patent Dispute”), whether owned or controlled by Customer or Dedrone, will be resolved by a court of competent jurisdiction or before the applicable administrative agency and not by arbitration.
Any claims brought by Customer or Dedrone must be brought in that party’s individual capacity, and not as a plaintiff or class member in any purported class or representative proceeding. Neither Customer nor Dedrone will participate in a class action or class-wide arbitration for any claims covered by this Agreement.
For any preliminary, interim or conservatory measures or any Patent Dispute (other than any Patent Dispute that must be resolved before any administrative agency or a court of a jurisdiction outside of the USA), Customer and Dedrone each consent to the non-exclusive personal jurisdiction of the state or federal courts located in San Francisco, California, USA and each hereby waive any claim of forum non conveniens or that such venue is inappropriate.
This Agreement is the entire agreement between Customer and Dedrone and supersedes all prior agreements and understandings concerning the subject matter hereof. Customer and Dedrone are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Dedrone. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Customer to Customer’s address on record in Dedrone’s account information and in the case of Dedrone, to the address listed above, or (ii) by electronic mail to Customer’s email address on record in Dedrone’s account information or to Dedrone at firstname.lastname@example.org. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or other electronic copies of such signed copies will be deemed to be binding originals.
For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
“Emergency Downtime” means such time as the Software is offline due to a short-term emergency condition.
“Downtime” means if Customer is unable to access the Software by means of a web browser and/or API as a result of failure(s) in the Software or architecture, as confirmed by Dedrone, except in the case of Excused Downtime.
“Excused Downtime” means any downtime that is Maintenance Downtime or Emergency Downtime.
“Maintenance Downtime” means such time as the Software is offline or unavailable for regularly scheduled system maintenance or migration of customer data.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month.
“Service Credit” means the number of days that Dedrone will add to the end of the applicable License Term, at no charge to Customer.
During the Term, the Software will be operational and available to Customer at least 99.9% of the time in any calendar month (the “Service Level Warranty”). If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:
In order to receive Service Credit, Customer must notify Dedrone (at email@example.com) within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement. Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
The aggregate maximum amount of Service Credit to be issued by Dedrone to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days. Service Credit may not be exchanged for, or converted into, monetary amounts.
The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Dedrone’s reasonable control (including any problems beyond the demarcation point of Dedrone’s hosting infrastructure) so long as Dedrone uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.
This Agreement sets forth Customer’s sole and exclusive remedy for any failure by Dedrone to meet the Service Level Warranty.
This Support Services Exhibit sets forth the terms on which Dedrone provides technical support (“Support”) to Customer (the “Support Terms”).
“Error” means a failure of the Products to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Products.
“Escalation” means the process by which Dedrone will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within the specified Resolution Time set forth in Section 4, below.
“Start Time” means the time at which Dedrone first becomes aware of an Error during Dedrone’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below
During a License Term, Dedrone will provide the Support described in these Support Terms during normal business hours (8am – 5pm), both Eastern Time and CET/CEST.
The Customer Support Contacts may initiate a Support case by emailing firstname.lastname@example.org. Emergency cases must be opened via phone. Customer may initiate an unlimited number of Support cases.
Dedrone will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times and Resolution Times set forth below during the hours set forth in Section 2, above. If an Error is not addressed within the Resolution Time set forth below, Dedrone will commence an Escalation.
Products are inoperable or the performance of the Products are so severely reduced that Customer cannot reasonably continue to use the Products because of the Error, the Error cannot be circumvented with a workaround, and it affects Customer’s ability to perform its business.
Performance is significantly degraded such thatCustomer’s use of the Products are materially impaired, but the Error can be circumvented with a workaround.
Customer is experiencing a performance, operational, or functional issue in its use of the Products that can be circumvented with a workaround, and the Error causes only minimal impact to the Customer’s ability to use the Products.
No issue with performance or operation of the Products. These include standard questions on the API configuration, dashboard functionality, enhancement requests, or documentation clarification.
Dedrone’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Dedrone; (ii) Customer provides Dedrone with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Dedrone; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Products
Dedrone is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Dedrone; or (ii) the problem is with third party software not licensed through Dedrone.
Dedrone reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Dedrone determines that it has provided a satisfactory resolution or workaround to the Error.
Last updated: 15-October-2018
Dedrone Holdings, Inc. and Dedrone GmbH (together, “Dedrone,” “we,” or “us”) are committed to protecting your online privacy. We have designed our website (www.dedrone.com, the “Website”), as well as our on-premise and cloud-based applications (collectively, the “Service”) to minimize the amount of personal data that you, the individual user of the Website or Service (“You” or “User”) must submit in order to use the Website and/or Service.
For purposes of Article 37 of the General Data Protection Regulation ((EU) 2016/679) (the “GDPR”) our data protection officer is Ron Wieland, deDATA GmbH & Co. KG, Habichtswaldtr. 18, 34119 Kassel. H can be reached at or at tpostal address
For purposes of this Policy, “Personal Data” means any information relating to an identified or identifiable natural person, as more fully defined in Article 4(1) of the GDPR.
If we rely on commissioned service providers for individual functions of our offer or would like to use your data for advertising purposes, we will inform you in detail below about the respective transactions. In doing so, we also name the specified criteria for the storage duration.
You have the following rights with respect to the personal data concerning you:
- right to information,
- right to rectification or erasure,
- right to restriction of processing,
- right to object to the processing,
- right to data portability.
You also have the right to file a complaint with a data protection supervisory authority about our processing of your personal data.
Information We Collect
Information you provide to us. When you contact us by e-mail or through a contact form, the information you provide (e-mail address, name, and telephone number, if applicable) will be stored by us to answer your questions. We delete the data that arises in this context after the storage is no longer required, or limit the processing if there are statutory retention requirements.
Information collected when you use the Service. In order to use the Service, you must create an account with us and provide us with your name, email address, a password, and in some cases a mobile phone number. We use such information exclusively for the purpose of providing the Service to you, including for user authentication purposes.
Information collected via cookies and other technology. In the case of merely informative use of the Website, for instance if you do not register or otherwise submit information information to us, we will only collect the personal data that your browser transmits to our server. We collect the following data, which is technically necessary for us to display our website and to ensure the stability and security (the legal basis for which, under GDPR, is Art. 6(1) sentence 1 of the GDPR):
- Date and time of the request
- Time zone difference to Greenwich Mean Time (GMT)
- Content of the requirement (concrete page)
- Access status / HTTP status code
- each transmitted amount of data
- Website from which the request comes
- Operating system and its interface
- Language and version of the browser software; and
- city-level location information (in anonymous form).
We may also use clear gifs in HTML-based emails sent to our Users or other contacts in order to track which emails are opened and which links are clicked by recipients. This information allows for more accurate reporting and improvement of the Website, the Service and our marketing efforts. We may also collect analytics data, or use third-party analytics tools, to help us measure traffic and usage trends of the Website and Service. These tools collect information sent by your browser or mobile device, including the pages you visit, your use of third party applications, and other information that assists us in analyzing and improving the Website and Service. Although we do our best to honor the privacy preferences of our Users, we are not able to respond to Do Not Track signals from your browser at this time, as we believe that there is no consistent industry standard for how to respond to Do Not Track browser settings.
The only way to completely “opt out” of the collection of any information through cookies or other tracking technology is to actively manage the settings on your browser or mobile device. Please refer to your browser’s or mobile device’s technical information for instructions on how to delete and disable cookies, and other tracking/recording tools. (To learn more about cookies, clear gifs/web beacons and related technologies and how you may opt-out of some of this tracking, you may wish to visit one or more of the following sites:
http://www.allaboutcookies.org http://www.networkadvertising.orghttp://www.aboutads.info/choices/ http://www.youronlinechoices.com/uk/your-ad-choices /manage.)
Information collected by third-party advertising networks. We may permit third party ad networks, social media companies, and other third party services to collect information about browsing behavior from visitors to our Website through cookies, social plug-ins, or other tracking technology. We may permit third party online advertising networks to collect information about your use of our Website over time so that they may display ads that may be relevant to your interest in our Service on other websites or services. Typically, the information is collected through cookies or similar tracking technologies.
Sharing of Your Information
We may share information about you in the instances described below. For further information on your choices regarding your information, see the “Choices About Your Information” section below.
We may share your personal information with:
Third-party vendors and other service providers that perform services on our behalf, as needed to carry out their work for us, which may include identifying and serving targeted advertisements, billing, payments, payment processing, order fulfillment, or providing analytic services;
Our business partners who offer a service to you jointly with us, or who partner with us to provide the Service to you;
Other affiliates for purposes consistent with this policy;
Other parties in connection with a company transaction, such as a merger, sale of company assets or shares, reorganization, financing, change of control or acquisition of all or a portion of our business by another company or third party or in the event of a bankruptcy or related or similar proceedings;
Choices About Your Information
You can stop receiving promotional email communications from us by clicking on the “unsubscribe” link provided in such communications. We make every effort to promptly process all unsubscribe requests. You may not opt out of Service-related communications (e.g., account verification, information about your orders, changes/updates to our products or features of the Service, technical and security notices), however we encourage Users to limit the use of personally-identifiable information when creating authentication credentials for the Service.
If you are a User, you may modify or delete your information by logging into your account. If you have any questions about reviewing, modifying or deleting your information, you can contact us directly at email@example.com.
How We Store and Protect Your Information
Security of Your Information. Dedrone cares about the security of your information, and uses commercially reasonable physical, administrative, and technological safeguards to preserve the integrity and security of all information collected through the Website and Service. However, no security system is impenetrable and we cannot guarantee the security of our systems. In the event that any information under our control is compromised as a result of a breach of security, Dedrone will take reasonable steps to investigate the situation and where appropriate, notify those individuals whose information may have been compromised and take other steps, in accordance with any applicable laws and regulations.
EU-US and Swiss-US Privacy Shield Frameworks
As described in our Privacy Shield certification (available at https://www.privacyshield.gov/list, search for “Dedrone”), Dedrone complies with the EU-US and Swiss-US Privacy Shield Frameworks as set forth by the US Department of Commerce regarding the collection, use, and retention of personal information from EEU member countries and Switzerland, respectively. Dedrone remains responsible for any of your personal information that it shares under the Onward Transfer Principle with third parties for external processing on our behalf, as described in the “Sharing of Your Information” section of this Policy. In certain situations, Dedrone may be required to disclose personal data in response to lawful requests by public authorities, including to meet national security or law enforcement requirements.
With respect to personal data received or transferred pursuant to the Privacy Shield Frameworks, Dedrone is subject to the regulatory enforcement powers of the U.S. Federal Trade Commission. Please contact us with any questions or concerns regarding our privacy practices in relation to our Privacy Shield certification. If we are unable to resolve your concerns you may contact (free of charge) our U.S.-based third party dispute resolution provider (Judicial Arbitration and Mediation Services (JAMS)) by clicking here. Under certain conditions more fully described on the Privacy Shield website, you may be entitled to invoke binding arbitration when other dispute resolution procedures have been exhausted.
Dedrone does not knowingly collect or solicit any information from anyone under the age of 18 or knowingly allow such persons to register as Users. If we learn that we have collected personal information from a child under age 18, we will delete that information as quickly as possible. If you believe that we might have any information from a child under 18, please contact us at firstname.lastname@example.org.
Links to Third-Party Sites and Service
The Website and Service may integrate with or contain links to other third party sites and services. We are not responsible for the practices employed by third party websites or services embedded in, linked to, or linked from the Website or Service, and your interactions with any third-party website or service are subject to that third party’s own rules and policies.
Changes to this Policy
We may modify or update this Policy from time to time to reflect the changes in our business and practices, so you should review this page periodically. When we change the policy in a material manner we will update the ‘last updated’ date at the top of this page.
How to Contact Us
Dedrone Holdings, Inc. (“Dedrone”) is committed to protecting your online privacy. We have designed our websites, pc desktop and embedded applications in a way that will enable you to visit and access most of the available information and material without having to submit any personal data unless you choose to. However, to take part in some of the functions and activities and to get access to some Dedrone services and website (“Website”), it will be necessary for you to provide personal data on certain areas of the Website.
Removal of data
If you want to delete your data, please fill out the following form:
Last Updated: June 1, 2018
License to Use the Website
Access to the Website; Modifications to the Website
We make various content and services available on the Website, including information related to the Service, the Dedrone’s industry, and other similar information. You are responsible for providing, at your own expense, all equipment necessary to the Website.
We also reserve the right, in our sole discretion, to reject, refuse to post, or remove any posting (including private messages) by you, or to restrict, suspend, or terminate your access to the Website at any time, for any or no reason, with or without prior notice, and without liability.
Registration Date and Privacy
You must comply with all applicable laws, including U.S. export control laws, when using the Website. Except as may be expressly permitted by applicable law or authorized by us in writing, you will not, and will not permit anyone else to: (a) store, copy, modify, distribute, or resell any of the information; audio, visual, and audiovisual works; or other content made available on the Website (“Website Content”) or compile or collect any Website Content as part of a database or other work; (b) use any automated tool (e.g., robots, spiders) to use the Website or store, copy, modify, distribute, or resell any Website Content; (c) rent, lease, or sublicense your access to the Website to another person; (d) use the Website or Website Content for any purpose except for your own personal use; (e) circumvent or disable any digital rights management, usage rules, or other security features of the Website; (f) use the Website in a manner that threatens the integrity, performance, or availability of the Website; or (g) remove, alter, or obscure any proprietary notices (including copyright notices) on any portion of the Website or Website Content.
Linking to This Website
If you link to this Website, you are permitted to link only to the home page: http://www.dedrone.com. Deep linking to internal parts of this Website, framing of this Website as part of other websites, and in-line linking or any other manner of incorporating parts of this website as part of another website is not permitted without the prior written consent of Dedrone.
Links and Third Party Content
The Website may contain links to third party products, services, and websites. We exercise no control over the third party products, services, and websites and we are not responsible for their performance, do not endorse them, and are not responsible or liable for any content, advertising, or other materials available through the third party products, services, and websites. We are not be responsible or liable, directly or indirectly, for any damage or loss caused to you by your use of or reliance on any goods or services available through the third party products, services, and websites.
Password Restricted Areas of the Website
Certain areas of the Website may be password restricted to registered users (“Password-Protected Areas”). If you have registered as an authorized user to gain access to these Password-Protected Areas, you agree that you are entirely responsible for maintaining the confidentiality of your password, and agree to immediately notify Dedrone if the password is lost, stolen, disclosed to an unauthorized third party, or otherwise may have been compromised. You agree that you are entirely responsible for any and all activities that occur under your account, whether or not you are the individual who undertakes such activities.
You agree that Dedrone is free to use any comments, information, ideas, concepts, reviews, or techniques or any other material contained in any communication you may send to us (each, a "Submission"), including, without limitation, responses to questionnaires or through postings to the Website without further compensation, acknowledgement or payment to you for any purpose whatsoever including, but not limited to, developing, manufacturing and marketing products and creating, modifying or improving the Website and our products and services. Furthermore, by posting any Submission on the Website, submitting information to us, or in responding to questionnaires, you grant us a perpetual, non-exclusive, fully paid, royalty-free, irrevocable, sublicenseable, worldwide license and right to display, use, perform, reproduce, modify, distribute and create derivative works of the Submission or information submitted in any media, software, or technology of any kind now existing or developed in the future. By posting or providing a Submission or information, you represent and warrant that: (i) you own all right title and interest in your Submissions or otherwise have the right to grant the license set forth herein, and (ii) the posting of your Submissions on or through the Service does not (and will not) violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person. You agree to pay all royalties, license fees and any other monies owing any person by reason of any Submission posted by you on or through the Service.
Disclaimer of Warranties
YOUR USE OF THE WEBSITE AND WEBSITE CONTENT IS AT YOUR SOLE RISK. THE WEBSITE AND WEBSITE CONTENT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE WEBSITE AND WEBSITE CONTENT, AND YOU RELY ON THE WEBSITE AND WEBSITE CONTENT AT YOUR OWN RISK. ANY MATERIAL OBTAINED THROUGH THE WEBSITE IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY MATERIAL THROUGH THE WEBSITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY OR THROUGH OR FROM THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Limitation of Liability
COMPANY WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES), RESULTING FROM YOUR USE OF THE WEBSITE AND WEBSITE CONTENT. UNDER NO CIRCUMSTANCES WILL COMPANY'S TOTAL LIABILITY OF ALL KINDS ARISING OUT OF OR RELATED TO YOUR USE OF THE WEBSITE OR WEBSITE CONTENT (INCLUDING BUT NOT LIMITED TO WARRANTY CLAIMS), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY ACTION OR CLAIM IS BASED ON CONTRACT, TORT, OR OTHERWISE, EXCEED ONE HUNDRED DOLLARS ($100). BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
If you believe that your work has been copied in a way that constitutes copyright infringement, please contact us at email@example.com and provide the following information required by the Digital Millennium Copyright Act, 17 U.S.C. § 512: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work; (iii) identification of the URL or other specific location on the Website where the material that you claim is infringing is located; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Patent / Publication Number
Patent / Publication Number