END USER LICENSE AGREEMENT
YOU AGREE TO USE THE SDK SOLELY IN ACCORDANCE WITH THE TERMS AND CONDITIONS OF THIS END USER LICENSE AGREEMENT (THE “AGREEMENT”), AND YOU AGREE THAT YOU ARE BOUND BY AND ARE A PARTY TO THIS AGREEMENT. YOU WARRANT THAT YOU ARE AT LEAST EIGHTEEN YEARS OLD AND THAT YOU HAVE THE LEGAL CAPACITY TO ENTER INTO CONTRACTS. IF YOU ARE AGREEING TO BE BOUND BY THIS AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, OR OTHER ENTITY, THEN (i) “YOU” INCLUDES YOU AND THAT COMPANY, ORGANIZATION OR ENTITY, AND (ii) YOU REPRESENT AND WARRANT THAT YOU ARE AN AUTHORIZED REPRESENTATIVE OF SUCH COMPANY, ORGANIZATION OR ENTITY WITH THE AUTHORITY TO BIND SUCH COMPANY, ORGANIZATION OR ENTITY TO THIS AGREEMENT.
YOUR USE OF THE SDK IS EXPRESSLY CONDITIONED ON YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT INSTALL OR USE THE SDK.
1. About This Agreement.
1.1 Generally. This Agreement applies to the SDK made available by DJI to you.
1.2 Additional Terms. Certain additional and/or different terms may apply to certain types of users. If you are a federal, state, or local government entity (including but not limited to any agency or other sub-governmental organization thereof) utilizing the SDK in your official capacity, and to whom DJI has agreed to provide the SDK, then our Government Terms apply to you.
“Analytics Data” means information collected from a DJI Product (e.g., a DJI UAV) that is used in connection with an Application and/or devices used to operate the DJI Product (e.g., a mobile device). The Analytics Data may include Header Data and/or Event Data. Analytics Data may be used by DJI for any lawful purpose, including without limitation, for research or to improve its SDK or DJI Products.
“Application” means a software program that is developed by you using the SDK for use with DJI Products.
“Confidential Information” means the SDK and all other information disclosed to you by DJI that would reasonably be considered to be confidential, or is or was considered by DJI to be confidential, except for information which you can demonstrate: (a) is previously rightfully known to you without restriction on disclosure; (b) is or becomes, from no act or failure to act on your part, generally known in the relevant industry or public domain; (c) is disclosed to you by a third-party as a matter of right and without restriction on disclosure; or (d) is or was independently developed by you without access to, use of, or reference to the Confidential Information.
“Documentation” means any online read me, help files, technical specifications, or other related explanatory materials that are contained in the SDK or that accompany the SDK.
“DJI” means SZ DJI TECHNOLOGY CO., LTD. and its affiliates.
“DJI Products” means DJI hardware, software, and services, such as unmanned aerial vehicles (UAVs), flight controllers, sensors, cameras, gimbals, remote controllers, accessories, etc.
“Event Data” means information about time of operation or events, session identification numbers, event types, and flight operation information, including but not limited to GPS data, navigation, operation, speed, distance, modes, mission, command, altitude, takeoff and landing, payload and other component use, battery levels, etc.
“Header Data” means information about the software (including but not limited to installation identification, app key, SDK version of an Application) and hardware (including but not limited to product identifiers and names of UAVs, payloads, remote controllers, etc.).
“Licensee Disclosure” means any information that you may provide to DJI in connection with this Agreement, including, for example, feedback on errors and improvements within or relating to the SDK.
“SDK” or “Software Development Kit” means software (source code and object code), applications, tools, sample code, templates, fonts, logos, icons, images, libraries, interfaces, Updates, Documentation, application programming interfaces (APIs), information, data, files, and other materials, whether tangible or intangible, in whatever form or medium provided to you by DJI for use by you in connection with your Application. For the purpose of this Agreement, SDK includes, without limitation, (a) the DJI “Mobile” software development kit (https://developer.dji.com/mobile-sdk/), (b) the DJI “UX” software development kit (https://developer.dji.com/ux-sdk/), (c) the DJI “Onboard” software development kit (https://developer.dji.com/onboard-sdk/), (d) the DJI “Payload” software development kit (https://developer.dji.com/payload-sdk/), and/ or (e) the DJI “Windows” software development kit (https://developer.dji.com/windows-sdk/).
“Open-Source Component” means software, interfaces and firmware subject to an open-source software license, which means any software license approved as open-source licenses by the Open Source Initiative or any substantially similar licenses, including without limitation any license that, as a condition of distribution of the software licensed under such license, requires that the distributor make the software available in source code format.
“Third-Party Component” means software, interfaces and firmware licensed by DJI from a third-party (e.g., a supplier of DJI) for incorporation into the SDK and distributed as an integral part of the SDK, as applicable. Third-Party Components may include Open-Source Components.
“Updates” means bug fixes, service packs, hot fixes, updates, upgrades, enhancements, modifications, and new releases of versions of the SDK.
“Warranty Logs” means information provided to and/or received by the SDK that is necessary for determining warranty eligibility and product reliability, including without limitation SDK function calls (including without limitation time, function name, results/feedback, etc.), protocol or commands sent from or to a mobile device, an Application, and/or a remote controller (including without limitation time, name, type, command/action, etc.).
3.1 License Grants. The SDK is licensed, not sold, to you by DJI and/or, if applicable, its suppliers and licensors. Subject to the terms and conditions of this Agreement, you are hereby granted a limited, worldwide, non-exclusive, non-sublicensable, and nontransferable right to use the SDK solely in the manner described in the Documentation and solely to develop, test, and operate Applications in connection with DJI products.
3.2 Use Restrictions. You may not use the SDK except as permitted in this Agreement and any additional terms and conditions that DJI provides pursuant to Section 3.1. Except with DJI’s prior written consent or otherwise provided herein, you may not: (a) alter, modify or create any derivative works of the SDK, including the underlying source code, or the Documentation in any way, including without limitation customization, translation or localization; (b) port, reverse compile, reverse assemble, reverse engineer, or otherwise attempt to separate any of the components of the SDK or derive the source code for the SDK (except to the extent applicable laws specifically prohibit such restriction); (c) copy, redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the SDK; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the SDK; (e) block, disable, or otherwise affect any advertising, advertisement banner window, links to other sites and services, or other features that constitute an integral part of the SDK; or (f) use any part of the SDK to develop applications for use with hardware devices that are not DJI Products, unless they are the devices running the applications or are devices connected (directly or indirectly) to DJI Product(s) the SDK interfaces with. You may not release the results of any performance or functional evaluation of any of the SDK to any third-party without prior written approval of DJI for each such release. You may not cause or permit any third-party to do any of the foregoing.
3.3 Distribution of Object Code. You may distribute your Application with object code of the SDK, provided that you must: (1) distribute such object code of the SDK in execution form only; (2) distribute such code only as a part of your Applications; (3) not distribute any portion of the SDK that is not object code, including but not limited to source code, header files and Documentation; (4) not charge a separate price or fee for the object code of the SDK that is distinct from the fee you charge for your Application; (5) not distribute, link, or integrate the object code of the SDK such that any part of the object code of the SDK becomes subject to an open source license; and (6) include the following copyright notice within your Application’s source code in the same locations as your own copyright notice: “Portions copyright (c) 2014–Present DJI. All rights reserved.”. To the extent that any source code is provided to you as part of the SDK, you may use, modify and compile the source code solely for the purposes of developing your Applications.
3.4 Third-Party Components. You acknowledge that the SDK may contain Third-Party Components. All third-party licensors and suppliers retain all right, title and interest in and to such Third-Party Components and all copies thereof, including all copyright and other intellectual property rights. Your use of any Third-Party Components shall be subject to, and you shall comply with, the terms and conditions of this Agreement, and the applicable restrictions and other terms and conditions set forth in any Third-Party Components documentation or printed materials, including without limitation an end user license agreement.
3.5 Open-Source Components. The SDK may include Open-Source Components that are subject to open-source software licenses. The Documentation accompanying the SDK includes copies of the licenses applicable to the Open-Source Components. To the extent there is conflict between the license terms covering the Open-Source Components and this Agreement, the terms of such licenses will apply in lieu of the terms of this Agreement. To the extent the terms of the licenses applicable to Open-Source Components prohibit any of the restrictions in this Agreement with respect to such Open-Source Component, such restrictions will not apply to such Open-Source Component.
4. Reservation of Rights.
DJI and its licensors reserve all rights, including but not limited to ownership and intellectual property rights, including in the SDK, not expressly granted to you. DJI’s licensors are the intended third-party beneficiaries of this Agreement and have the express right to rely upon and directly enforce the terms set forth herein. There are no implied licenses granted by DJI under this Agreement. Except as specified above, you shall have no rights to the SDK. You acknowledge and agree that the form and nature of the SDK that DJI provides may change without prior notice to you and that future versions of the SDK may be incompatible with Applications developed on previous versions of the SDK. You acknowledge and agree that DJI may stop providing the SDK or any features of the SDK permanently or temporarily to you or users generally at DJI’s sole discretion, without prior notice to you. If the SDK is a “beta” release, you acknowledge and agree that the SDK is a “beta” release for evaluation purposes only and may contain bugs, defects and errors and that the SDK may fail, return inaccurate results, and/or be subject to other malfunctions.
5. Your Applications and Use of the SDK.
5.1 Rights in Your Applications. Subject to Section 4 above, DJI agrees that it obtains no right, title, or interest from you (or your licensors) under this Agreement in or to any Applications that you develop using the SDK, including any sole and separate intellectual property rights of yours that subsist in those Applications.
5.2 Permitted Applications. You agree to use the SDK and develop Applications solely for purposes that are permitted by: (a) this Agreement; (b) the DJI Developer Policy available at https://developer.dji.com/policies/developer/; and (c) any applicable law, rule, regulation, or generally accepted practice or guideline in the relevant jurisdiction, including but not limited to laws, rules, or regulations regarding the export of data or software to and from the United States or other relevant countries, and national, public, and personal security.
5.3 Your Responsibilities. You agree that you are solely responsible for, and that DJI has no responsibility to you or any third-party for, or access to: (a) any data, content, or resources that you create, transmit, or display through the Applications you develop on or with the SDK (whether originating with you or a third-party), and for the consequences of your actions (including any loss or damage suffered by DJI) by doing so; and (b) any breach of your obligations under this Agreement, any applicable third-party contract or terms of service, or any applicable law, rule, or regulation, and for the consequences (including any loss or damage suffered by DJI) of any such breach.
5.4 Compliance with Law; Safety. For the avoidance of doubt, you agree that you shall at all times strictly comply with all applicable laws, rules and regulations and shall not threaten the safety of national security, public security, or the health, privacy, or safety of any person.
6. Privacy and Automatically Collected Information.
7. Proprietary Rights. You acknowledge and agree that the SDK belongs to DJI or its licensors. You agree that you neither own nor hereby acquire any claim or right of ownership to the SDK or to any related patents, copyrights, trademarks, or other intellectual property. DJI and its licensors retain all right, title, and interest in and to all copies of the SDK at all times, regardless of the form or media in or on which the original or other copies may subsequently exist. This license is not a sale of the original or any subsequent copy. The SDK is protected by copyright and other intellectual property laws and by international treaties. You may not make any copies of the SDK except as otherwise permitted by this Agreement. Any and all other copies of the SDK made by you are in violation of this license. All content accessed through the SDK is the property of the applicable content owner and may be protected by applicable copyright law. This license gives you no rights to such content. All trademarks used in connection with the SDK are owned by DJI, its affiliates and/or its licensors and other suppliers, and no license to use any such trademarks is provided hereunder.
8. Information Submitted to DJI Not Deemed Confidential. DJI works with many application developers and some of their products may be similar to or compete with Your Applications. DJI may also be developing its own similar or competing applications, or may decide to do so in the future. To avoid potential misunderstandings, DJI CANNOT AGREE, AND EXPRESSLY DISCLAIMS, ANY CONFIDENTIALITY OBLIGATIONS OR USE RESTRICTIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY LICENSEE DISCLOSURE. Such licensee disclosure may include, for example, feedback on errors and improvements within or relating to the SDK. You agree any such licensee disclosure will be non-confidential. DJI will be free to use and disclose any licensee disclosure on an unrestricted basis without notifying or compensating you. You release DJI from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any licensee disclosure. Any physical materials you submit to DJI will become DJI property and DJI will have no obligation to return those materials to you or to certify their destruction.
9. No Support. This Agreement does not entitle you to receive from DJI or its licensors hard-copy documentation, support, telephone assistance, or enhancements or updates to the SDK.
10. Term and Termination. This Agreement and your right to use the SDK may be terminated by you or by DJI at any time upon written notice. This Agreement automatically terminates if you fail to comply with its terms and conditions. Immediately upon termination, you shall return or destroy all copies of the SDK in your possession, custody, or control and, if requested by DJI, you shall certify to DJI in writing that such return or destruction has occurred. The following Sections of this Agreement survive any expiration or termination hereof: 1, 2, 3.2, 3.3, 3.4, 3.5, and 4 through 18 (inclusive).
11. No warranty. YOU AGREE THAT THE SDK IS PROVIDED “AS IS” AND THAT DJI AND ITS LICENSORS MAKE NO OTHER WARRANTY AS TO THE SDK, INCLUDING, BUT NOT LIMITED TO, UNINTERRUPTED USE, ACCURACY, AND DATA LOSS. DJI AND ITS LICENSORS DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, PRIVACY, SECURITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF DJI KNOWS OR SHOULD HAVE KNOWN OF SUCH PURPOSE), RELATED TO THE SDK, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS AGREEMENT. DJI AND ITS LICENSORS DO NOT WARRANT THAT THE SDK OR ANY RESULTS OF USE THEREOF WILL BE FREE OF DEFECTS, ERRORS OR VIRUSES, RELIABLE OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS OR IN A PARTICULAR ENVIRONMENT OR THAT ERRORS THEREIN, IF ANY, WILL BE CORRECTED.
12. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, DJI AND ITS AFFILIATES AND LICENSORS SHALL NOT BE LIABLE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING FROM THIS AGREEMENT AND/OR YOUR USE OF THE SDK OR DEVELOPMENT OR DISTRIBUTION OF ANY APPLICATION, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT YOU SHALL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING YOUR DATA, BY PERIODIC BACKUP OR OTHERWISE, USED IN CONNECTION WITH THE SDK. IN ANY CASE, DJI AND ITS AFFILIATES AND LICENSORS’ SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE TO STOP USING THE SDK, WITH THE EXCEPTION OF DEATH OR PERSONAL INJURY CAUSED BY THE SOLE NEGLIGENCE OF DJI, AND SOLELY TO THE EXTENT APPLICABLE LAW PROHIBITS THE LIMITATION OF DAMAGES IN SUCH CASES.
13. Indemnification. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS DJI, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS, AS WELL AS ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR ACCRUING FROM: (A) YOUR USE OF THE SDK, INCLUDING THIRD-PARTY SOFTWARE AND/OR DOCUMENTATION; (B) ANY APPLICATION YOU DEVELOP ON OR WITH THE SDK THAT IS ALLEGED TO OR DETERMINED TO INFRINGE ANY PATENT, COPYRIGHT, TRADEMARK, OR OTHER INTELLECTUAL PROPERTY OR PROPRIETARY RIGHT OF A THIRD PARTY; AND (C) YOUR NONCOMPLIANCE WITH ANY TERM OF THIS AGREEMENT, EXCEPT FOR DEATH OR PERSONAL INJURY CAUSED BY THE SOLE NEGLIGENCE OF DJI.
14. Confidentiality. You shall use your best efforts to preserve and protect the confidentiality of the Confidential Information at all times, both during the term hereof and for a period of at least 3 years after termination of this Agreement, provided, however, that any source code you receive shall be held in confidence in perpetuity. You shall not disclose, disseminate, or otherwise publish or communicate Confidential Information to any person, firm, corporation or other third-party without the prior written consent of DJI. You shall not use any Confidential Information other than in the course of the activities permitted hereunder. You agree to use your best efforts to prevent and protect the contents of the SDK from unauthorized disclosure or use. You shall notify DJI in writing immediately upon discovery of any unauthorized use or disclosure of Confidential Information or any other breach of this Agreement, and will cooperate with DJI in every reasonable way to regain possession of Confidential Information and prevent any further unauthorized use. If you are legally compelled to disclose any of the Confidential Information, then, prior to such disclosure, you will (i) immediately notify DJI prior to such disclosure to allow DJI an opportunity to contest the disclosure, (ii) assert the privileged and confidential nature of the Confidential Information, and (iii) cooperate fully with DJI in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, you shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
15. Injunctive Relief. You acknowledge and agree that your breach or threatened breach of this Agreement shall cause DJI irreparable damage for which recovery of money damages would be inadequate and that DJI therefore may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
16. Export Controls. The SDK and the underlying information and technology may not be downloaded or otherwise exported or re-exported (a) into (or to a national or resident of) any country to which the U.S. has embargoed goods; or (b) to or through or involve any party on any U.S. government screening or prohibited list (including those as updated from time-to-time on the U.S. Consolidated Screening List (available at http://export.gov/ecr/eg_main_023148.asp). By downloading or using the SDK and/or Documentation, you are agreeing to the foregoing and you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list and you agree to comply with all export laws and other applicable laws.
17. Miscellaneous. (a) This Agreement, together with any amendments and any additional agreements you may enter into with DJI in connection with the use of SDK, shall constitute the entire agreement between the parties concerning the subject matter hereof, which may only be modified by a written amendment signed by an authorized executive of DJI. (b) Any dispute, controversy, difference or claim arising out of or relating to this contract, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising out of or relating to it shall be referred to and finally resolved by arbitration administered by the Hong Kong International Arbitration Centre (“HKIAC”) under the HKIAC Administered Arbitration Rules in force when the Notice of Arbitration is submitted. The law of this arbitration clause shall be Hong Kong law, excluding its conflict of law provisions. The seat of arbitration shall be Hong Kong. The number of arbitrators shall be three (3) in accordance with such rules. The arbitration proceedings shall be conducted in English. Any awards of shall be final and binding upon the applicable parties. (c) This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods. (d) If any part of this Agreement is held invalid or unenforceable, that part shall be construed to reflect the parties' original intent, and the remaining portions remain in full force and effect, or DJI may at its option terminate this Agreement. (e) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. (f) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. (g) You may not assign or otherwise transfer by operation of law or otherwise this Agreement or any rights or obligations herein. DJI may assign this Agreement to any entity at its sole discretion. (h) This Agreement shall be binding upon and shall inure to the benefit of the parties, their successors and permitted assigns.
18. User Outside the People’s Republic of China. If you are using the SDK outside the People’s Republic of China, then the following shall apply: (a) You confirm that this Agreement and all related documentation is and will be in the English language; (b) you are responsible for complying with any local laws in your jurisdiction which might impact your right to import, export or use the SDK, and you represent that you have complied with any regulations or registration procedures required by applicable law to make this license enforceable.
This End User License Agreement was last modified on December 12, 2017.