End User Licence Agreement

PLEASE READ THIS END USER LICENCE AGREEMENT (“AGREEMENT”) CAREFULLY BEFORE USING THE SOFTWARE.

BY CLICKING “I ACCEPT” OR BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT CLICK “I ACCEPT” AND DO NOT INSTALL, ACCESS, OR USE THE SOFTWARE.

This End User Licence Agreement (“Agreement”) is a legal agreement between you (“User” or “you”) and Idroneimages Ltd (IDI) (“Company,” “we,” “us,” or “our”) regarding your use of the IDIfly, IDIcommand & IDIPrecisionLand UAV Software (“Software”).

LICENSE GRANT

Licence 

Subject to the terms and conditions of this Agreement, Company grants you a limited, non-exclusive, non-transferable, non-sublicensable licence to install and use the Software solely for your personal or internal business purposes.

IDI owns, or holds the relevant rights to, the Services and will licence the use of the Services to you, at your request. This Agreement sets out the terms upon which IDI has agreed to grant a licence to you to use the Services.

Subject to your compliance with these Terms, and in consideration for fees (as set out in the Services) or on a free basis (at the sole discretion of IDI), IDI hereby grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable licence (“License”) to: 

1. access and use the Services on your personal device; and 
2. access and use any content, information and related materials that may be made available through the Services, in each case solely for your personal, non-commercial use. Any rights not expressly granted herein are reserved by IDI and IDI’s licensors.
   

You agree that the Licence:

1. commences from the day you are granted access to the Services by IDI (“Effective Date”);
2. permits you to use the Services in accordance with the Services’ normal operating procedures; and

You may not copy, modify, distribute, sell, or lease any part of our Services, nor may you reverse engineer or attempt to extract the source code of the Services, unless laws prohibit those restrictions or you have our written permission.

Any future release, update, or other addition to functionality of the Services shall be subject to the terms of this Agreement. All copyright and other proprietary notices on any Services must be retained on any copies.

The Services may contain or be accompanied by software code provided by third parties (“Third Party Software”) that is subject to separate licence terms (the “Third Party Terms”), and not any licence contained in these Terms. Your use of the Third Party Software in conjunction with the Services in a manner consistent with the Terms is permitted. However, you may have broader rights under the applicable Third Party Terms and nothing in these Terms is intended to impose further restrictions on your use of the Third Party Software.

User Content

"User Content" means any and all information and content displayed, shared, uploaded, transferred, published, posted, used, distributed or disseminated with the Services by Authorised Users of the Services or through such user’s Credentials on the Services. Certain features of the Services may permit users to generate or post content, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by a drone or device. Such content is also included in User Content

User Content Licence

To provide our Service, we do require a licence to your User Content, so that we can store your data on our servers, process it and transmit it to you: when you upload, submit, store, send or receive content to or through our Services, you hereby grant to IDI (and those we work with) a non-exclusive, worldwide licence to use, store, reproduce, process, modify, publish, transmit, display, and distribute your User Content. The rights you grant in this licence are for the limited purpose of operating and improving our Services, and to develop new products and services. This licence continues even if you stop using our Services.

Why do we need these rights? The following situations are a few examples of where we would need these rights:

1. In order to receive your uploaded images, we need the right to store and transmit the data.
2. We need the rights to store, transmit, process, modify the User Content in order to turn your data into different forms of maps and models.
3. If you would like to see the resulting maps/models and share them with people you have selected using IDI, we need the rights to transmit, display and distribute your User Content.
4. To test, modify, enhance and improve the Services, and/or for diagnostic purposes, whether requested by you or not.

IDI will maintain commercially reasonable security measures to protect User Content in its possession or control, or in the possession or control of its personnel, from unauthorised access, use, copying or disclosure.

If you choose to share materials, solutions and/or ideas with others using the Services, you agree to irrevocably waive (and cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content.

In the absence of a written agreement with IDI to the contrary, you agree that you will not submit to IDI any information or ideas that you consider to be confidential or proprietary.

IDI’s privacy policies explain how we treat your personal data and protect your privacy when you use our Services. By using our Services, you agree that IDI can use such data in accordance with our privacy policies.

User Content Representations and Warranties

You are solely responsible for your User Content and the consequences of posting or publishing User Content. By posting and publishing User Content, you represent, and warrant that: you are the creator and owner of, or have the necessary licences, rights, consents, and permissions to use and to authorise IDI and users of the Services to use and distribute your User Content; and your User Content, and the use thereof as contemplated herein, does not and will not: (i) infringe any third-party right, including any Intellectual Property Right, privacy right or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

You understand that by using the Services, you may be given access to drone data for your information and personal use solely as intended through the provided functionality of the Services and as permitted under these Terms. You are solely responsible for your own User Content and the consequences of posting your User Content on the Services, including your use of the Services that results in a violation of any individual’s or organisation’s privacy rights.

Your interactions with other users of the Services are solely between you and such users. You agree that IDI will not be responsible for any loss or damage incurred as the result of any such interactions. If there is a dispute between you and any user of the Services, we are under no obligation to become involved.

You acknowledge and agree that any collation, conversion and analysis of User Content performed as part of the Services whether by the Services or otherwise is likely to be subject to human input and machine errors, omissions, delays and losses including but not limited to any loss of User Content. IDI is not liable for any such errors, omissions, delays or losses. You acknowledge and agree that you are responsible for adopting reasonable measures to limit the impact of such loss or error.

RESTRICTIONS

Prohibited Uses 

You shall not:

1. Modify, adapt, translate, or create derivative works of the Software;
2. Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software;
3. Rent, lease, lend, sell, redistribute, or sublicense the Software;
4. Use the Software for any unlawful purpose or in any manner inconsistent with this Agreement;
5. Remove, alter, or obscure any proprietary notices (including copyright and trademark notices) of the Company or its licensors.

Eligibility:

You must be at least 18 years of age to use the Services. By agreeing to these Terms, you represent and warrant to us that:

1. you are at least 18 years old;
2. you have not previously been suspended or removed from the Services;
3. you have not previously been convicted of a crime or violated any UK  CAA, FAA or other aviation regulation;
4. your registration and your use of the Services is in compliance with all applicable laws and regulations; and
5. you are not a member of any military or armed forces organisation.

If you are using the Services on behalf of an entity, organisation, or company, you represent and warrant that you have the authority to bind that organisation to these Terms and you agree to be bound by these Terms on behalf of that organisation.

Exclusion of Competitors

You are prohibited from using our Services, including all content and software code, in any way that competes with our business.

Non-Disparagement

Customers shall use Company’s Sites and Services in a manner that reflects favourably at all times on the good name, goodwill, and reputation of Company.  Customers shall avoid deceptive, misleading, or unethical practices that are or might be detrimental or disparaging to Company or Services. Customers shall not encourage others to disparage or denigrate Company or Services. For purposes of this Agreement, the term disparage includes, without limitation, comments or statements made in any matter or medium in the press, electronic or print media, social media or other public forums about Company or Services which would adversely affect the reputation or business of Company.

Publicity

You grant IDI the right to identify you as a user in IDI’s promotional material. At any point in time you can submit a written request via email to info@idroneimages.com to have IDI remove your name, within thirty days of your request, from promotional material.

Billing and Payment

Access to the Services requires you to purchase a subscription and to pay our automatically recurring monthly or annual subscription fees (“Fees”), as set out in the Services or informed to you by IDI. Access to certain features of the Services may require you to pay additional fees. All payments are in GBP, £, and are payable in advance, and are to be paid by credit card, Wire Transfers, or Bank Deposit.

All paid plans must enter a valid payment account. Free accounts are not required to provide payment account information. An upgrade from the free plan to any paid subscription plan will trigger a payment due immediately. For monthly payment subscription plans, the Services are billed automatically in advance on a monthly basis and the payment is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. In order to treat everyone equally, no exceptions will be made.

You agree that in case of any disagreement with respect to the payment amounts due from you, IDI will have the sole discretion, in good faith, to make the final decision on such amounts.

You agree that if any payment has not been made by you to IDI in accordance with the Agreement or as requested from you by IDI, we may (at our sole discretion):

1. immediately cease providing the Services, and recover as a debt due and immediately payable from you;
2. charge interest at a rate equal to 15% per annum, calculated daily and compounding monthly, on any such amounts unpaid after the due date;
3. engage debt collection services and/or commence legal proceedings in relation to any such amounts; and/or
4. report you to any independent credit data agencies.

INTELLECTUAL PROPERTY RIGHTS:

Ownership:

The Software is licensed, not sold. All right, title, and interest in and to the Software, including all intellectual property rights therein, are and will remain with Company and its licensors.

Updates: 

Company may provide updates, upgrades, or enhancements to the Software (collectively, “Updates”). The terms of this Agreement will govern any Updates provided by Company unless such Updates are accompanied by a separate licence agreement, in which case the terms of that licence agreement will govern.

TERMINATION

Termination by You: 

You may terminate this Agreement at any time by uninstalling and destroying all copies of the Software.

Termination by Company: 

Company may terminate this Agreement immediately if you breach any provision of this Agreement.

Effect of Termination: 

Upon termination of this Agreement, you must cease all use of the Software and destroy all copies of the Software.

DISCLAIMER OF WARRANTIES:

AS IS: 

THE SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

No Warranty: 

COMPANY DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SOFTWARE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.

LIMITATION OF LIABILITY

Limitation: 

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (A) YOUR USE OR INABILITY TO USE THE SOFTWARE; (B) ANY UNAUTHORISED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (C) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SOFTWARE; AND (D) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SOFTWARE BY ANY THIRD PARTY.

INDEMNIFICATION

Indemnification: 

You agree to indemnify, defend, and hold harmless Company and its affiliates, officers, directors, employees, and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable legal fees), arising out of or relating to your use of the Software or your violation of this Agreement.

COMPLIANCE WITH LOCAL REGULATIONS:

Compliance: 

You are solely responsible for ensuring that you comply with all applicable legal requirements for the operation of any aircraft, including any requirement that you detect and avoid other aircrafts. You must at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of unmanned aerial devices and your use of the Services in your territory of operation, including any applicable laws with regard to privacy. You will obtain and maintain all necessary licences, consent, and authorisations of any kind.

Responsibility: 

It is your responsibility to be aware of, understand, and comply with all such regulations and laws. Failure to do so may result in penalties, fines, or legal action, and Company shall not be held liable for your non-compliance.

GOVERNING LAW AND DISPUTE RESOLUTION:

Governing Law: 

This Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to its conflict of laws principles.

Dispute Resolution: 

Any disputes arising out of or relating to this Agreement will be resolved through binding arbitration administered by the London Court of International Arbitration (LCIA) in accordance with its Arbitration Rules. The arbitration will take place in London, England, and the arbitral decision may be enforced in any court of competent jurisdiction.

Force Majeure

IDI will not be liable for any failure or delay in the availability of the Services or any other performance of its obligations under these Terms on account of strikes, shortages, riots, insurrection, fires, flood, storm, earthquakes, explosions, acts of God, war, governmental action, labour conditions, material shortages, or any other cause that is beyond IDI’s reasonable control, including any failure of any services provided by any third party in connection with your use of the Services.

MISCELLANEOUS:

Non-Solicitation:

You agree to not solicit or entice away any person or organisation that was an actual or prospective client, employee, contractor, representative, agent of, or developer to IDI, during the Term of this Agreement. This clause will survive the termination or expiry of this Agreement.

Entire Agreement: 

This Agreement constitutes the entire agreement between you and Company regarding the use of the Software and supersedes all prior or contemporaneous understandings and agreements, whether written or oral, regarding such subject matter.

Severability: 

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

Waiver: 

No waiver of any term of this Agreement will be deemed a further or continuing waiver of such term or any other term, and Company’s failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision.

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BY CLICKING “I ACCEPT” OR BY INSTALLING, ACCESSING, OR USING THE SOFTWARE, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS.

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Contact Information:

For any questions about this EULA, please contact us at:

Idroneimages Ltd

20-22 Wenlock Road

London

N1 7GU

Info@idroneimages.co.uk

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