DJI Developer Website Membership System

Last Updated: July 24th, 2018

Thank you for your interest in the DJI Developer Membership Program (the “Program”) (available at https://developer.dji.com/, the “Website”) offered by SZ DJI Technology Co., Ltd. and its affiliated companies (collectively, “DJI”). Please read the following terms and conditions carefully. By creating a DJI account and signing up to the Website, or by logging in or using the Website’s User Center, or any of the products, software, data or services provided to you through the Program (together with the Website, the “Service”), you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions, the DJI Developer Terms of Use (available at https://developer.dji.com/policies/terms/), the DJI Developer Policy (available at https://developer.dji.com/policies/developer/), the DJI Website Terms of Use (available at https://www.dji.com/terms) and the DJI Privacy Policy (available at http://www.dji.com/policy) (together, these “Terms”). If you are not eligible or do not agree to any of the Terms, then you may not use the Service.

DJI provides flying and camera stabilization systems and related platforms and products, including commercial and recreational unmanned aerial vehicles (UAVs) for aerial photography and videography. You understand and agree that (i) our commercial and recreational UAVs and other hardware and physical products, and the firmware contained therein (collectively, “DJI Hardware”) and (ii) our software controlling the DJI Hardware (“DJI Software”) are not considered part of the Service. The terms and any warranties that apply to DJI Hardware and DJI Software are included with such DJI Hardware and DJI Software.

1. DJI DEVELOPER MEMBERSHIP PROGRAM OVERVIEW

You may use the Program to register and activate SDK Products (including UX SDK, Mobile SDK, Onboard SDK products), and obtain technical support for the SDK Products. You may also use the Program to purchase additional membership services and access to other DJI developer support services.

2. ELIGIBILITY

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

• You are at least 18 years of age;
• You have not previously been suspended or removed from the Service; and
• Your registration and your use of the Service are in compliance with all applicable laws and regulations. If you are using the Service on behalf of an entity, organization, company, or an individual, you represent and warrant that you have the authority to bind that entity or individual to these Terms and you agree to be bound by these Terms on behalf of that entity or individual.

3. MEMBERSHIP PROGRAMS

1. Free Tier Membership
   • When you create your DJI Developer account on the Website, you will be automatically enrolled as a free tier member.
   • A free tier member will be able to register or activate up to twenty (20) SDK Products. Each registration or activation would allow you to use one (1) SDK-based application with one (1) aircraft.
   • As a free tier member, you can access support from dev@dji.com.
2. Professional Tier Membership
   • You can upgrade your account from a Free Tier Membership to a Professional Tier Membership for $99 per year. This Professional Tier Membership will be automatically renewed every year, and does not provide monthly plans.
   • You may downgrade back to the Free Tier Membership at any time which effectively stops the recurring billing. After downgrading, at the end of the current membership cycle (one (1) year from the purchase of the upgraded membership), you will become a free tier member again. Please note, DJI does not provide refund for any cancellation or unused services of the Professional Tier Membership.
   • As a professional tier member, your support requests to dev@dji.com will be handled with higher priority than requests from free tier members.

4. PREMIUM SUPPORT

• You may purchase a one-time Premium Support code for $499 at any time.
• You will need to provide the Premium Support code along with your support request to dev@dji.com.
• DJI will respond to Premium Support requests within two (2) business days (Mondays through Fridays, excluding US and China holidays).
• The Premium Support code may not be refunded, assigned or otherwise transferred. It will expire when DJI has resolved one (1) support request submitted with the code.

5. PAYMENTS

Before you pay any fees for the Program, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars and are non-refundable. DJI will charge the payment method you specify at the time of purchase. You authorize DJI to charge all sums that you agree to at checkout to that payment method. If you pay any fees with a credit card, DJI may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase.

6. TERMINATION

You may terminate your membership at any time by contacting dev@dji.com to close your DJI Developer account. You understand and agree that in any termination of your account or the Service, you will not have access to any data or content recorded using the Service or otherwise contained in the Service, and we will have no responsibility to provide you access to such data or content.

7. PRIVACY POLICY; ADDITIONAL TERMS

1. Privacy Policy. Please read the DJI Privacy Policy (available at http://www.dji.com/policy) carefully for information relating to our collection, use, storage and disclosure of your personal information. The DJI Privacy Policy is incorporated by this reference into, and made a part of, these Terms.
2. Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service (the “Additional Terms”), such as end-user license agreements for any downloadable software applications, or rules that applicable to a particular feature or content on the Service. All Additional Terms are incorporated by this reference into and made a part of these Terms.

8. GENERAL

1. Disclaimer and No Warranty.

   THE SERVICE IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE IS PROVIDED WITHOUT WARRANTIES, GUARANTEES OR REPRESENTATIONS OF ANY KIND, UNLESS OTHERWISE PROVIDED IN THESE TERMS. DJI HEREBY EXPRESSLY DISCLAIMS, UNLESS OTHERWISE PROVIDED IN THESE TERMS, TO THE FULLEST EXTENT PERMITTED BY LAW, ALL EXPRESS, IMPLIED, STATUTORY OR OTHER WARRANTIES, GUARANTEES OR REPRESENTATIONS, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM DJI OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED HEREIN. WITHOUT LIMITING THE FOREGOING, DJI AND ITS LICENSORS DO NOT WARRANT THAT THE SERVICE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE OR LOSS OF DATA, OR LOSS OF YOUR OR THIRD-PARTY PROPERTY THAT RESULTS FROM SUCH DOWNLOAD OR YOUR USE OF THE SERVICE. SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.

2. Limitation of Liability.

   TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DJI, ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE TO YOU FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO YOUR USE OF, OR INABILITY TO USE, THE SERVICE OR ANY CONTENT ON THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY DJI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE. IN NO EVENT SHALL DJI, ITS AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO DJI HEREUNDER OR $100.00, WHICHEVER IS GREATER.SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 8 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

3. Indemnity

   You are responsible for your use of the Service. You will defend and indemnify DJI and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “DJI Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys' fees and costs, arising out of or in any way connected with: (a) your access to, use of, or alleged use of, the Service, except to the extent caused by DJI’s gross negligence; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy, right; or (d) any dispute or issue between you and any third party. DJI reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with DJI’s defense of that claim.

4. Governing Law.

   These Terms are governed by the laws of Hong Kong without regard to conflict of law principles. We make no representation that the Service is appropriate or available for use in your location.

5. Miscellaneous.

   You agree that the Service shall be deemed a passive website that does not give rise to personal jurisdiction over DJI, either specific or general, in jurisdictions other than California. These Terms and any other agreements expressly incorporated by reference into these Terms are the entire and exclusive understanding and agreement between you and DJI regarding your use of the Service. Except as expressly permitted above, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 1, 2, and 7 through 10, along with the Privacy Policy and any other accompanying agreements, will survive.

9. DISPUTE RESOLUTION AND ARBITRATION

1. Generally. In the interest of resolving disputes between you and DJI in the most expedient and cost effective manner, you and DJI agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. These Terms to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS, YOU AND DJI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
2. Exceptions. Despite the provisions of Section 9.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
3. Arbitration. You agree that 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 seat of arbitration shall be Hong Kong. The number of arbitrators shall be one (1) in accordance with such rules. The arbitration proceedings shall be conducted in English. Any awards thereof shall be final and binding upon the applicable parties.
4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by Federal Express (signature required) or, only if such other party has not provided a current physical address, then by electronic mail (“Notice”). DJI’s address for Notice is: 14th Floor, West Wing, Skyworth Semiconductor Design Building, No.18 Gaoxin South 4th Ave, Nanshan District, Shenzhen, China, 518057. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within thirty (30) days after the Notice is received, you or DJI may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or DJI must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor, DJI will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by DJI in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
5. No Class Actions. YOU AND DJI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS PARTICIPANT IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and DJI agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
6. Modifications of This Arbitration Provision. If DJI makes any future change to this arbitration provision, other than a change to DJI's address for Notice, you may reject the change by sending us written notice within thirty (30) days of the change to DJI’s address for Notice, in which case your account with DJI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
7. Enforceability. If Section 9.5 is found to be unenforceable or if the entirety of this Section 9 is found to be unenforceable, then the entirety of this Section 9 (other than, in the latter case, Section 9.5) will be null and void.

10. CONSENT TO ELECTRONIC COMMUNICATIONS

Except as otherwise required by applicable laws, by using the Service, you consent to receiving certain electronic communications from DJI as further described in DJI’s Privacy Policy (available at https://www.dji.com/policy). Please read DJI’s Privacy Policy to learn more about DJI’s electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that DJI sends to you electronically will satisfy any legal communication requirements, including that those communications be in writing.