Thank you for your interest in DJI and its affiliated companies (collectively, “DJI”) and including our membership website at (developer.dji.com) and all associated sites linked to developer.dji.com by DJI (collectively, the “Site”). By accessing the Site or any of the services provided to you through the Site, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions. If you are not eligible or do not agree to any of the Terms, then you may not access the Site.
DJI will provide an annual membership system for the developer website that will allow participants to gain better services access to DJI. Participants will have the opportunity to purchase support tickets with priority processing. Participants would like to become a member of DJI’s developer website.
DJI agrees to admit Participants to the Website Membership System on the terms and consideration contained herein, and Participant agrees to abide by the terms and conditions contained herein:
Participants must be at least 13 years of age to access the Site. By agreeing to these terms, Participant warrants to DJI that:
Participant agrees to pay the annual fees established for its Membership Class, if any, as set forth in this agreement, as may be amended from time to time.
Participant agrees to abide by, and shall have all applicable rights and obligations as set forth in this Agreement, and any and all additional policies and procedures adopted by the DJI, as may be amended from time to time
The term of this Agreement shall begin on the Effective Date (the Membership Purchase Date and, except as provided above, shall continue indefinitely.
Participant may terminate its membership or be removed there from in accordance with Section 1. Upon termination of Participant’s membership, this Membership Agreement shall terminate.
Participant hereby represents, warrants and covenants to the DJI that (a) it has the authority to enter into this Agreement and to perform its obligations hereunder; (b) the execution and performance of this Agreement does not and will not violate any agreement to which Participant is a party or by which it is otherwise bound; and (c) when executed and delivered, this Agreement will constitute a legal, valid and binding obligation of Participant, enforceable in accordance with its terms.
Nothing in this Agreement is intended to give rise to an employer-employee relationship, including, but not limited to the relationship between Developers from Participant organizations and DJI.
DJI AND PARTICIPANT EACH ACKNOWLEDGES THAT, EXCEPT AS OTHERWISE AGREED IN WRITING, ALL INFORMATION PROVIDED TO OR BY DJI UNDER THIS AGREEMENT IS PROVIDED “AS IS” WITH NO WARRANTIES OR CONDITIONS WHATSOEVER, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND DJI AND PARTICIPANT EACH EXPRESSLY DISCLAIM ANY WARRANTY OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO SUCH INFORMATION.
IN NO EVENT WILL EITHER DJI OR PARTICIPANT BE LIABLE TO EACH OTHER OR ANY OTHER PARTICIPANT OR THIRD PARTY UNDER THIS AGREEMENT FOR THE COST OF PROCURING SUBSTITUTE GOODS OR SERVICES, LOST PROFITS, LOST REVENUE, LOST SALES, LOSS OF USE, LOSS OF DATA OR ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT, PUNITIVE, OR SPECIAL DAMAGES, WHETHER OR NOT SUCH PARTY HAD ADVANCE NOTICE OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES.
This Agreement shall be construed and controlled by the laws of the State of California without reference to conflict of laws principles.
This Agreement, including all attachments, sets forth the entire understanding of DJI and Participant and supersedes all prior agreements and understandings relating hereto, unless otherwise stated in this Agreement. The waiver of any breach or default will not constitute a waiver of any other right hereunder or any subsequent breach or default.
Regardless of which party may have drafted this Agreement, no rule of strict construction shall be applied against either party. If any provision of this Agreement is determined by a court to be unenforceable, the parties shall deem the provision to be modified to the extent necessary to allow it to be enforced to the extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from this Agreement, and the remainder of this Agreement will continue in effect.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but collectively shall constitute one and the same instrument.
Anything contained in this Agreement to the contrary notwithstanding, the obligations of the DJI and Participant shall be subject to all laws, present and future, of any government having jurisdiction over DJI and Participant including, without limitation, all laws and regulations. It is the intention of the DJI and Participant that this Agreement and all referenced documents shall comply with all applicable laws and regulations.
DJI and Participant acknowledge that the headings to the sections hereof are for reference purposes only and shall not be used in the interpretation of this Agreement.
Participant may not assign its rights or obligations under this Agreement without the prior written consent of DJI or as otherwise set forth in the Bylaws. For purposes of this Agreement, an assignment shall be deemed to include a transfer or sale of all or substantially all of the business of Participant, or a merger, consolidation or other transaction that results in a change in control of Participant.
Neither the DJI nor Participant shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party.
In the interest of resolving disputes between Participant and DJI in the most expedient and cost effective manner, Participant 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. This agreement 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. PARTICIPANT UNDERSTANDS AND AGREES THAT, BY ENTERING INTO THESE TERMS, PARTICIPANT AND DJI ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of Section 17.1, 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.
Any arbitration between Participant and DJI will be settled under the Federal Arbitration Act, and governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association ("AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting DJI.
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 30 days after the Notice is received, Participant or DJI may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Participant 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 Participant’s favor, DJI will pay Participant 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.
If Participant commences arbitration in accordance with these Terms, DJI will reimburse Participant for Participant’s payment of the filing fee, unless Participant’s claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in San Francisco County, California, but if the claim is for $10,000 or less, Participant may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of Participant’s billing address. If the arbitrator finds that either the substance of Participant’s claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, Participant agrees to reimburse DJI for all monies previously disbursed by it that are otherwise Participant’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
PARTICIPANT AND DJI AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN PARTICIPANT’S OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS PARTICIPANT IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both Participant 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.
If DJI makes any future change to this arbitration provision, other than a change to DJI's address for Notice, Participant may reject the change by sending us written notice within 30 days of the change to DJI’s address for Notice, in which case Participant’s account with DJI will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes Participant rejected will survive.
If Section 7.6 is found to be unenforceable or if the entirety of this Section 7 is found to be unenforceable, then the entirety of this Section 7 (other than, in the latter case, Section 7.6) will be null and void.