Flight Record Parsing API License Agreement

Last Modified: [2020-05-27]

This API License Agreement (this "Agreement") is a binding contract between SZ DJI Technology Co., Ltd. and its affiliated companies (collectively, “DJI”) and you ("you" or "your"). This Agreement governs your access to and use of the Flight Record Parsing interface.

BY USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API.

Definitions.
1. "API" means the Flight Record Parsing interfaces, any open source library relating to the API or other API materials made available by DJI to you.
2. "API Key" means the security key DJI makes available for you to access the API.
3. "Your Service" means any services provided by you to end users that make use of API or the data obtained by using API.
License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, DJI hereby grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: use the API solely for your developing and providing Your Service. You acknowledge that there are no implied licenses granted under this Agreement. DJI reserves all rights that are not expressly granted. You may not use the API for any other purpose without DJI’s prior written consent. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by DJI.
Use Restrictions. Except as expressly authorized under this Agreement, you may not:
1. copy, modify, or create derivative works of the API, in whole or in part;
2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
4. remove any proprietary notices from the API;
5. use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
6. combine or integrate the API with any software, technology, services, or materials not authorized by DJI;
7. design or permit Your Service to disable, override, or otherwise interfere with any DJI-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
8. use the API in any of Your Service to replicate or attempt to replace the user experience of the API; or
9. attempt to cloak or conceal your identity or the identity of Your Service when requesting authorization to use the API.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://developer.dji.com/policies/terms/ from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
Your Service. You agree to monitor the use of Your Service for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Service from further use of Your Service. As between you and DJI, you are responsible for all acts and omissions of your end users in connection with Your Service, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Service.
No Support; Updates. This Agreement does not entitle you to any support relating to the API. You acknowledge that DJI may update or modify the API from time to time and at DJI’s sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API. Updates may adversely affect Your Service. You are required to make any changes to the Service that are required for integration and accommodation as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.
No Fees. You acknowledge and agree that no license fees or other payments will be due under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, DJI reserves the right to start charging for access to and use of the API at any time.
Collection and use of Your Information. DJI may collect certain information through the API about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API, you consent to all actions taken by DJI with respect to your information in compliance with the then-current version of DJI’s privacy policy and data protection requirements, available at https://www.dji.com/cn/policy.
Intellectual Property Ownership; Feedback. You acknowledge that, as between You and DJI, (a) DJI owns all right, title, and interest, including all intellectual property rights, in and to the API and (b) You owns all right, title, and interest, including all intellectual property rights, in and to Your Service, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify DJI if you become aware of any infringement of any intellectual property rights in the API and will fully cooperate with DJI, in any legal action taken by DJI to enforce DJI’s intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to DJI by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to DJI on behalf of you, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and DJI are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although DJI are not required to use any Feedback.
Disclaimer of Warranties. THE API IS PROVIDED "AS IS" AND DJI SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DJI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. DJI MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOU OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOU OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. IN NO EVENT SHALL DJI, BE LIABLE UNDER ANY LEGAL THEORY, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS.
Indemnification. You agree to indemnify, defend, and hold harmless DJI and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Your use or misuse of the API, (b) Your breach of this Agreement, and (c) Your Service, including any end user's use thereof. In the event DJI seeks indemnification or defense from you under this provision, DJI will promptly notify you in writing of the claims brought against DJI for which DJI seek indemnification or defense. DJI reserves the right, at DJI’s option and in DJI’s sole discretion, to assume full control of the defense of claims with legal counsel of DJI’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by DJI or bind DJI in any manner, without DJI’s prior written consent.
Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL DJI BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF DJI HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR DJI WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Term and Termination. This agreement shall take effect after the authorized signatories of both DJI and you have signed. DJI may immediately terminate or suspend this Agreement, any rights granted herein, or your licenses under this Agreement, in DJI’s sole discretion at any time and for any reason, by providing notice to you or revoking your access to the API. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of API. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of DJI's rights or remedies at law or in equity.
Export Regulation. The API may be subject to U.S. export control laws, including the Export Control Reform Act and its associated regulations. You will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the U.S.
Modifications. You acknowledge and agree that DJI has the right, in DJI’s sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or direct email communication from DJI. You will be responsible for reviewing and becoming familiar with any such modifications.
Governing Law and Jurisdiction. The validity and interpretation of this Agreement and the legal relationship of the DJI and you to it shall be governed by the laws of the Hong Kong Special Administrative Region, the People’s Republic of China. Any dispute, controversy or claim arising out of or relating to this Agreement, or breach, termination or invalidity hereof, shall be settled by arbitration in accordance with the UNCITRAL Arbitration Rules as at present in force and as may be amended by the rest of this Clause. The appointing authority shall be the Hong Kong International Arbitration Centre (“HKIAC”). The place of arbitration shall be in Hong Kong at the HKIAC. There shall be only one arbitrator. Any such arbitration shall be administered by HKIAC in accordance with HKIAC Procedures for Arbitration in force at the date of this Agreement including such additions to the UNCITRAL Arbitration Rules as are therein contained. The language to be used in the arbitral proceedings shall be English.
Notice. Any notices to DJI must be sent to DJI’s corporate headquarters address: 14th Floor, West Wing, Skyworth Semiconductor Design Building, No.18 Gaoxin South 4th Ave, Nanshan District, Shenzhen, China, 518057 and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid and are deemed given upon receipt by DJI. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from DJI. These electronic communications may include notices about applicable fees and charges, transactional information, modification or termination of this Agreement and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that DJI sends to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The notice from DJI to you will be deemed given when sent to you at the email address of your account or that you provided to DJI.
Miscellaneous. This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by DJI with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit DJI’s rights with respect to such breach or any subsequent breaches. This Agreement may not be assigned or transferred for any reason whatsoever without DJI’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. DJI expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.