PLEASE READ THIS SOFTWARE END-USER LICENSE AGREEMENT (the “EULA”) CAREFULLY BEFORE USING THE PIX4D SOFTWARE. BY USING THE PIX4D SOFTWARE, YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THE EULA. IF YOU DO NOT AGREE TO THE TERMS OF THE EULA, DO NOT INSTALL AND/OR USE THE PIX4D SOFTWARE.
SCOPE: By default, sole the EULA is applicable, to the exclusion of the attached Schedules, except for Schedule C when the Pix4D Software concerned is the ParrotFields App.
In other words, when reference is made to Schedules, such Schedules, by default, shall not form an integral part of the EULA. Please contact Pix4D’s sales team by e-mail at email@example.com or by phone at +41 21 552 05 90 to discuss any activation and integration of such Schedules to the EULA. By way of exception, when the Pix4D Software concerned is the ParrotFields App, then Schedule C is applicable by default and may, as the case may be, amend the EULA accordingly.
IMPORTANT NOTE: To the extent that the Pix4D Software may be used to reproduce, modify, publish and distribute materials, it is licensed to you only for reproduction, modification, publication and distribution of non-copyrighted materials, materials in which you own the copyright, or materials you are authorized or legally permitted to reproduce, modify, publish or distribute. If you are uncertain about your right to copy, modify, publish or distribute any material, you should contact your legal advisor. Any capitalized terms used throughout of the EULA are defined terms. The definitions can be found in Section 14.
1.1. The EULA shall govern the offering, licensing (which are the terms and conditions under which Pix4D SA or one of its Affiliates (the “Licensor”) allows You to use the Pix4D Software to input, process, assess, analyze, edit, output and deliver data for mapping and modelling purposes, as well as the documentation accompanying the Pix4D Software), delivery and the support of the Pix4D Software from or on behalf of the Licensor to You (the Licensor and You collectively, the "Parties"). 1.2. The Pix4D Software is supported on devices that meet the minimum and recommended hardware and software specifications and requirements mentioned on the following webpage: https://support.pix4d.com/hc/en-us/articles/202557289. 1.3. Depending on the circumstances, additional terms of the Licensor may apply, provided they be expressly delivered to You. In case of conflict between the EULA and additional terms, the latter shall prevail. 1.4. The Licensor explicitly rejects the applicability of any of Your general terms and conditions. Failure by the Licensor to object to the terms and conditions set by You shall in no event be construed as an acceptance of any of Your terms and conditions. 1.5. Any electronic communication between the Parties shall be effective as originals and shall be considered to be a "writing" between the Parties. When and if used, the electronic communication system used by the Licensor will serve as sole proof for the content and the time of delivery and receipt of such electronic communications.
2.1. Principle. The Pix4D Software is licensed under the following terms and conditions:
a. All rights not expressly granted by the Licensor hereunder are reserved. b. The Pix4D Software is licensed, not sold, to You by the Licensor for use only under the terms of the EULA. The Licensor and/or the Licensor’s licensors retain ownership of the Pix4D Software itself and reserve all rights not expressly granted to you. c. The Licensor grants You a non-exclusive, non-transferable, non-assignable and non-sublicensable right to run and use the Pix4D Software as well as the Documentation (the “License“) under the terms and conditions further detailed under Section 3.5 . As a rule, You may not distribute or make the Pix4D Software available over a network where it could be used by multiple devices at the same time, and You may not rent, lease, lend, sell, redistribute or sublicense the Pix4D Software. d. The License may be granted under various schemes, which are either:
This License covers the following Pix4D schemes of License (see below for further details):
under a trial version, with limited support services.
Against payment of a fee, whose scheme depends on whether the License pursues a commercial purpose or not:
For a commercial purpose, the License may be granted:
through a rental-type or subscription-type (SaaS) scheme, meaning the process of granting the License for a limited time (the "License Rental"), it being specified that, upon expiry of any rental period, the Pix4D Software shall automatically revert to the Pix4Ddiscovery License.
This License covers the following Pix4D schemes of License (see below for further details):
Pix4Dengine [Cloud = hosted, Server = non-hosted]; or
through a purchase-type scheme, meaning the process of granting a software license for unlimited time (the "License Purchase").
This License covers the following Pix4D schemes of License (see below for further details):
Bundled with the sale of a third-party hardware, the License covers the following Pix4D Software:
ParrotFields App (see Schedule C for further details);
For any other purpose, which are non-commercial, non-governmental, academic or teaching purposes, the License may be granted as:
a License Rental. This License covers the Pix4Dmapper Educational, Student License; or as
a License Purchase. This License covers the following Pix4D schemes of License (see below for further details):
Pix4Dmapper Educational, Professor (former "Single license");
Pix4Dmapper Educational, Classroom [25 devices];
Pix4Dmapper Non-commercial [for charities].
e. You shall take reasonable security measures to ensure that no person other than You or any person acting under your full liability and supervision accesses the Pix4D Software.
In addition to the general terms and conditions mentioned in the previous paragraphs:
f. The Pix4Ddiscovery License grants You the right to install and use a limited version of the Pix4D Software for free and during an indefinite period of time. Limitations to the Pix4D Software include restrictions to, or exclusion of, a number of functionalities, such as for example output, index calculator, mosaic editor and measurements.
g. The Pix4Ddiscovery License is the default License applicable whenever no other License is activated or valid.
h. No Support is provided during the term of the License. Upgrades are provided within the scope of the License.
i. The Pix4Dcapture License grants You the right to install and use the full version of Pix4Dcapture®, which is Pix4D's flight planning mobile app, for free and during an indefinite period of time.
j. Pix4Dcapture® is licensed with a dedicated disclaimer available in the "about" section of the app. By using Pix4Dcapture®, You are agreeing, in addition to the applicability of the EULA, to be bound by the terms of the disclaimer.
k. No Support is provided during the term of the License. Upgrades are provided upon their release.
l. The Pix4Dmapper License grants You the right to install and use the Pix4D Software on the number of devices mentioned in the License certificate that is provided by the Licensor to You upon completion of the subscription, against payment of a fee.
m. The terms of this Section also apply to the following Licenses:
n. Upgrades and standard Support (as per Section 3 ) are:
o. The Pix4Dmapper Trial License grants You the right to install and use the Pix4D Software for free during a limited period of time as from activation for purposes strictly limited to the internal evaluation of the Pix4D Software in order to determine whether the Pix4D Software meets Your requirements and whether You desire to continue using the Pix4D Software. Certain components of the Pix4D Software may not be available for use under the Pix4Dmapper Trial License.
p. Upon expiry of the Pix4Dmapper Trial License, You must purchase or rent a new License or upgrade the existing License Key for further use of the Pix4D Software. Upon expiry of the trial period, the Pix4D Software shall automatically revert to the Pix4Ddiscovery License (see below).
q. No Upgrades and Support are provided during the term of the License.
r. The Pix4Dengine License (Pix4Dengine Server and Pix4Dengine Cloud) grants You the right to install, use and operate the Pix4D Software for the purpose of providing access to the Pix4D Software to Authorized SaaS Users within the limit of simultaneous Devices connected as mentioned in the License Certificate against payment of a fee calculated depending on actual use. The Pix4Dengine License shall constitute an authorization from the Licensor with respect to Section 2.2 ( e ).
s. By way of exception to Section 2.1 ( a ), You are granted a right to sub-license use of the components of the Pix4D Software that must be downloaded on Authorized SaaS Users’ Devices to interface with the Pix4D Software on the server, it being specified that such sub-license right shall be strictly limited to the time and scope required for the Authorized SaaS User to use the SaaS Service. Nothing in such sub-license shall operate to assign or transfer any intellectual property rights on the Pix4D Software from the Licensor to You and/or any Authorized SaaS User.
t. You shall publicly display the "Powered by Pix4D" logo whenever showcasing the services which use the Pix4D Software.
v. Nothing in the Pix4Dengine License shall constitute or create any relationship of representation, agency or partnership between the Parties. You will provide the SaaS Service to Your Authorized SaaS Users in Your own name and on Your own account and as an independent contractor. Neither Party shall have the power to incur any obligations in the name of or on behalf of the other Party or to pledge the credit of the other Party, without the written consent of such other Party.
w. Upgrades and standard Support (as per Section 3 ) are included. Extension of the Upgrades and Support period, as well as of the level of Support, may be separately subscribed. See Section 3.5 and please contact Pix4D’s sales team by e-mail at firstname.lastname@example.org or by phone at +41 21 552 05 90.
x. The License for the ParrotFields App is granted upon redemption of a download code provided by the provider of the hardware bundled with the ParrotFields App.
y. You shall take reasonable security measures to ensure that no person other than You or any person acting under your full liability and supervision accesses the Parrot App.
You shall not use the Pix4D Software for any purpose other than those mentioned in Section 2.1 . Without limiting the generality of the previous sentence, You may not:
a. make copies of the Pix4D Software (or any part thereof), with the exception of one (1) back-up copy for archival purposes;
b. modify the Pix4D Software or separate out any of its components for use with other software solutions;
c. use the Pix4D Software (or any part thereof) to create derivative or composite works;
d. transfer, lend, loan, lease, rent, sell, distribute or otherwise share the Pix4D Software (or any part thereof) to another person;
e. without the written authorization of the Licensor, install the Pix4D Software on servers for remote access (whether online, cloud-based or other);
f. without the written authorization of the Licensor, use the Pix4D Software through the API;
g. decompile, disassemble, or otherwise reverse engineer or attempt to discover the source code or any underlying proprietary information of, or decrypt, the Pix4D Software or any part thereof;
h. circumvent the copy protection technology that may be included in the Pix4D Software, including features that automatically disables or limits use of the Pix4D Software upon expiration of a License;
i. use the Pix4D Software in any way that violates any applicable federal, state, local, or international law or regulation; or
j. assist or allow anyone to do anything that the EULA prohibits You from doing.
2.3. Compliance with Laws. You agree to use the Pix4D Software in compliance with all applicable laws, including local laws of the country or region in which You reside or in which You download or use the Pix4D Software.
2.4. License Key & Activation. After acceptance of the EULA, a unique License Key is provided to You for the License. The License Key must be protected against theft and unauthorized access and use. A functional internet connection to the License Server is required for License Key Activation and for License Device Activation (including de-activation and then potential re-activation). Failing License Key Activation and License Device Activation, the Pix4D Software will run under the Pix4Ddiscovery License.
2.5. Audit & monitoring. Whatever the type of License granted, You acknowledge and agree that the Licensor may monitor and audit the use of the Pix4D Software for compliance with the EULA at any time, upon reasonable notice.
In the event that such audit reveals any of Your uses of the Pix4D Software other than in full compliance with the terms of the EULA, You shall reimburse the Licensor for all reasonable expenses related to such audit in addition to any other liabilities You may incur as a result of such non-compliance.
3.1. Principle. Upgrades and Support are subject to subscription, which may be (i) in case of License Rental, included with the License, (ii) in case of License Purchase, included in the License for a limited period of time when specified, or (iii) subscribed or renewed by paying the applicable Upgrade and Support fee.
3.2. Period. The initial Upgrades and Support subscription will start upon the grant of the License Purchase and/or License Rental. Each subsequent Upgrades and Support subscription term will start on the day following the expiration of a previous subscription term regardless of the actual upgrade subscription renewal date.
3.3. Upgrades. The Licensor may provide Upgrades, including modification or discontinuance of certain functionalities of the Pix4D Software, at its sole discretion upon the following terms and conditions:
a. You may continue to use the previous version together with an Upgrade provided that both are installed on the same Devices, subject to the limitations set forth in the License Certificate.
b. Unless the Licensor provides other terms and conditions with an Upgrade, the terms and conditions of the EULA shall continue to apply. You may refuse to accept an Upgrade, it being specified however that (i) the functionalities of the Pix4D Software may be partially or totally restricted and (ii) the Licensor shall have no further obligation but may, at its sole discretion, provide limited Support.
c. If amended terms and conditions of the License are provided with the Upgrade, such new terms will apply upon installation of the Upgrade. If no amended terms and conditions of the License are provided, the EULA shall continue to apply.
3.4. Standard Support. By default, when applicable, the Licensor shall provide standard Support upon the following terms and conditions, it being specified that the Licensor makes no warranties that the standard Support will resolve any particular Support request or that such resolution will meet Your requirements and/or expectations:
a. Support will be provided by a dedicated email ticketing system. The Licensor will investigate promptly any questions or problems related to the Pix4D Software You may have, provided that adequate information is delivered to the Licensor (i) to assist the investigation, such as the nature of the problem, including any information reasonably necessary for diagnosis and correction, the operation or the serial of operations being performed by the Pix4D Software when the problem occurred, detailed description of the problem, its duration, any attempts made by You to resolve the problem, and, ultimately, (ii) to confirm that the questions have been answered and the problems solved.
b. For the sake of clarity, the Licensor does not provide guaranteed response time but undertakes to make good faith efforts to answer e-mails within 24 hours during workweek, excluding holidays. Further, the Support to be provided by the Licensor hereunder is limited to the most current version of the Pix4D Software.
c. All Support requests must be submitted to our Support ticketing system available at https://support.pix4d.com.
d. Certain operations recommended by the Licensor in answer to Your Support request may compromise the integrity of Your data. You are solely responsible for providing adequate and complete back-up of Your data at all times and the Licensor shall assume no liability in case of loss in the integrity for any reason whatsoever.
e. The Licensor’s undertaking to provide Support is contingent upon Your proper use of the Pix4D Software and full compliance with the EULA. Moreover, the Licensor shall be under no obligation to provide Support should such services be required due to (i) failure to operate the Pix4D Software within the systems requirements and/or specifications as per Section 1.2 , (ii) any modification or attempted modification of the Pix4D Software by You or any third party, or (iii) Your failure or refusal to implement operations recommended by the Licensor.
3.5. (Optional) Extended Support. The Licensor may also provide an extended support solution named "Enterprise Support" as per Schedule A, upon Your having separately subscribed thereto. See Section 3.5 and please contact Pix4D’s sales team by e-mail at email@example.com by phone at +41 21 552 05 90.
4.1. Principle. The pricing structure is accessible at https://cloud.pix4d.com/store. It may be changed at any time. Price changes do not affect existing Licenses. The new rates will be applicable to the existing Licenses when the License is renewed.
4.2. Exception. By way of exception to the above, and for the Pix4Dengine License only, the Licensor warrants that the price applied upon grant of a Pix4Dengine License will remain unchanged for a 1-year period running as from the date of receipt of the related License Key.
4.3. Taxes. All payments shall be made without any deduction on account of any Taxes, withholding taxes or transfer costs. For the sake of clarity, the place for all payments to be made by You is the registered office of the Licensor.
5.1. Currency. Unless otherwise indicated, prices of Licenses are set in Swiss Francs.
5.2. Means of payment. The means of payment accepted by the Licensor are those mentioned on the Website, it being specified that:
A. Payments shall be made with the servers provided and secured by payment service providers. The Licensor. Does not process any financial information relative to You.
b. You bear the risk of malfunction of the mean of payment, and You fully discharge the Licensor from any and all liability in this respect. As such, the Licensor shall not be responsible for any payment failure, in particular those resulting from inaccurate payment card details provided by You or from any restrictions applicable to the mean of payment You have chosen.
5.3. Recurring payments. By acquiring through a License Rental requiring regular payments on a monthly or annual basis (the "Recurring Payments"), You authorize the Licensor to charge its mean of payment automatically. You warrant that it shall remain the owner of the mean of payment specified for Recurring Payments and that such mean of payment has a sufficient limit (credit card) or sufficient funds (bank accounts) to pay any due Recurring Payments.
You may cancel Recurring Payments by contacting the Licensor at least 5 (five) business days prior to the next Recurring Payment due date. If You submit cancellation request after this time, the cancellation will not take effect until the following Recurring Payment due date.
5.4. Late payments. With regard to payment for the Licenses, You acknowledge and agree that time is of the essence. the Licensor may, without prejudice to any other rights of the Licensor and without a written reminder, charge interest on any overdue payment at 10% (ten percent) per annum from the due date computed on a daily basis until all outstanding amounts due by You are paid in full. All costs and expenses incurred by the Licensor with respect to the collection of overdue payments (including, without limitation, reasonable attorney's fees, expert fees, court costs and other expenses of litigation) shall be for the Your account.
6.1. Respect of Laws & Standards. You acknowledge that the use of the Pix4D Software may be subject to requirements or limitations under any law, statute ordinance, regulation, code or standard ("Laws and Standards"). You shall be exclusively responsible for and warrants that You will (i) fully comply with all Laws and Standards relating to the export control of the Pix4D Software, as further detailed in Section 10.2 , (ii) ensure compliance with all Laws and Standards associated with its intended use of the Pix4D Software and obtain all necessary approvals, permits or clearances for such use.
6.2. Indemnification. You undertake to fully indemnify and hold harmless the Licensor, and its partners, directors, officers, agents and employees (each, an "Indemnified Party") from any damage, claim, liability, loss or expenses (including attorney costs) arising out of or relating to a breach of Your warranties under Section 6.1 , whether or not caused by the Indemnified Party's negligence and whether or not the relevant damage, claim, liability, loss or expense has merit.
7.1. Principle. The Pix4D Software is provided “AS IS” basis without warranties of any kind, either express or implied, except if You have subscribed for the extended representations & warranties scheme. The Licensor does not represent or warrant that the Pix4D Software or materials provided through use of the Pix4D Software are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant that the Pix4D Software or the standard Support will be available or accessible without interruption.
7.2. Express disclaimer. To the fullest extent permissible pursuant to applicable law, the Licensor disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Those who use or process the Pix4D Software do so at their own risk and costs, and are responsible for compliance with local law. In particular, You (and not the Licensor) assume the entire cost of all necessary maintenance, repair or correction, if any, except for the Support to be provided in accordance with the terms and conditions set forth in Section 3.4 .
7.3. (Optional) Predefined Representations & Warranties. The Licensor may also provide a predefined list of representations & warranties as per Schedule B, upon Your having separately subscribed thereto. Please contact Pix4D’s sales team by e-mail at firstname.lastname@example.org or by phone at +41 21 552 05 90.
8.1. Principle. (a) As a matter of principle, the Licensor does not accept any liability to You or any third party for any damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of Your personally identifiable information, or any and all other commercial damages) arising out of the EULA, the License or use of or inability to use the Pix4D Software, even if the Licensor has been advised of the possibility of such damages, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.
(b) In particular, the Licensor is not responsible for any problems or technical malfunctions of any telephone network or lines, computer online systems, servers or providers, computer equipment, software, failure of any email or players due to technical problems or traffic congestion on the internet, including any injury or damage to users or to any person's computer related to or resulting from participation or downloading materials in connection with the Pix4D Software. Under no circumstances shall the Licensor be responsible for any loss or damage, including personal injury or death, resulting from use of the Pix4D Software or from the conduct of any users of the Pix4D Software, whether online or offline.
(c) For the sake of clarity, the Licensor dos not further bear any liability for the transfer and content of any metadata attached to or contained in the pictures uploaded by You whilst using the Services.
8.2. Consequences. If You are dissatisfied with the Pix4D Software and/or the provisions of any related services, its sole and unique option is to discontinue using the Pix4D Software and the related services. In addition, You release the Licensor and its Affiliates from any damages that You incur, and agree not to assert any claims against them, arising from the Your use of the Pix4D Software or the provision of related services.
9.1. Ownership rights. (a) Subject to the License granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Pix4D Software (including any updates, enhancements, derivatives and modifications) and the Documentation, and any copies thereof are owned by the Licensor. You acknowledge and understand that the Pix4D Software is licensed and not sold.
(b) The possession, installation and use of the Pix4D Software does not grant You any rights or title to any intellectual property rights in the Pix4D Software, the Documentation or the trademarks, brands, illustrations, logos and the like which appear on the Pix4D Software and the related accessories and, as the case may be, packaging.
(c) The structure, organization and code of the Pix4D Software are valuable trade secrets and confidential information of the Licensor.
(d) You further acknowledge that Pix4D® is a trademark which is owned exclusively by the Licensor and that the License does not grant You any right whatsoever in this trademark. For example, You have no right to use, copy, modify, or publicly display this trademark, and You may not remove, alter, or delete such trademark as are affixed by the Licensor to reports, documents, templates, screenshots, output files, etc. generated through use of the Pix4D Software.
9.2. Your content. It is expressly agreed that any output file, which is any file generated by You as a result of Your using the Pix4D Software shall belong to You exclusively.
10.1. Marketing. (a) As part of the License, You agree to be identified as a customer of the Licensor. The Licensor may refer to You by name, trade name, trademark and may briefly describe the nature of Your business on any marketing materials of the Licensor, including but not limited to the Website, and any public or legal documents.
(b) You hereby grant to the Licensor a royalty-free, perpetual, non-exclusive, non-transferable and non-sub-licensable right to use Your name and any trade names or trademarks solely for marketing purposes pursuant to this Section. You may choose to opt-out of this Section by submitting a request to email@example.com.
(c) You will promote and market Your relationship with the Licensor, notably by meaningfully conveying Your relationship with the Licensor on its support and/or product web pages, or through mechanisms such as press releases, product descriptions and specifications, product support web pages, and landing pages.
(d) In particular, the Pix4D Software shall be used, sold and/or sub-licensed under the label of the Licensor, mentioning expressly that the Pix4D Software is "powered by Pix4D" in Your customary fashion.
10.2. Export controls. (a) The transfer of the Pix4D Software across national boundaries may be subject to restrictions. You undertake to comply with all applicable international laws governing export and re-export of the Pix4D Software, as well as end-user, end-use and destinations restrictions issued by governments, as the case may be.
(b) Without derogating from the generality of the foregoing, You represent that You are not a member of any denied person list, debarred list or any other similar lists published by any government where it intends to use the Pix4D Software and that it will not use, export or re-export the Pix4D Software to territories, destinations, companies, or individuals in violation of U.S. or E.U. embargoes or trade sanctions. You will indemnify, defend and hold the Licensor harmless from and against any claim, demand, suit or proceeding, and all damages, liabilities, costs and expenses arising from Your failure to comply with this Section 10.2 .
10.3. Privacy, processing of personal information and connectivity. (a) Using the Pix4D Software, will require maintaining, using, storing and disclosing certain information and data provided to, or collected by, the Licensor and/or any of its Affiliates with respect to You (including, without limitation, personal information) and/or Your business in connection with the EULA. Any action by the Licensor shall be made in conformity with the Licensor's policies on privacy and data protection as currently available at http://pix4d.com/privacy which forms an integral part of the EULA, as such policies may be updated from time to time. Concerning Your data collection, storage and processing, subject to the provisions of foreign law (including the EU General Data Protection Regulation and related data protection laws of the EU) that might be directly applicable to Licensor in Switzerland, the Licensor is subject to Swiss legal standards on data protection, which are recognized by European authorities as guaranteeing an adequate level of data protection.
it being specified that You may withdraw Your consent to such communication and/or transfer by uninstalling the Pix4D Software
(d) The use of the Pix4D Software may facilitate or require Your access to and Your use of content and services that are hosted on websites maintained by the Licensor or by third parties. In some cases, such content and services may appear to be a feature or function within, or extension of, the Pix4D Software, even though hosted on such websites. Accessing such content or services may cause Your computer and/or device, without additional notice, to connect automatically to the Internet (transitorily, intermittently or on a regular basis) and to communicate with a Licensor's or third-party website—for example, for purposes of providing You with additional information, features and functionality or to validate that the Pix4D Software is being used as permitted under the EULA or other applicable terms. Such connectivity to websites of third parties is governed by the terms (including the disclaimers and notices) found on such sites or otherwise associated with the third-party content or services. The Licensor does not control, endorse, or accept responsibility for any such third-party content or services.
11.1. Duration. The duration of the License granted under this Agreement shall be the following:
a. In case of a License Rental, at the end of the period mentioned in the License Certificate; and
b. In case of a License Purchase, the License granted shall be perpetual.
11.2. Termination. This Agreement shall:
a. automatically terminates upon expiry of the License duration;
b. terminate upon cancellation by either Party, as detailed below.
11.3. Cancellation. (a) By You. You may terminate the EULA - and its right to use the Pix4D Software - at any time by notifying the Licensor with a 2-month prior written notice for the last day of a calendar month.
(b) By the Licensor. The Licensor may terminate the EULA - and waive Your right to use the Pix4D Software with immediate effect - in case of Your failure to comply with any material obligation hereunder, without incurring any liability to You. No notification shall be required from the Licensor to effect such termination.
11.4. Effect of termination. (a) Upon termination or expiration of the EULA, You shall immediately discontinue Your use of the Pix4D Software and of the Documentation and delete or destroy any copies thereof from Your Device(s) (including archives and back-up copies), whether full or partial. Upon the Licensor’s request, You shall certify that it has fully complied with the foregoing undertaking.
(b) For sake of clarity, the Licensor shall have no further obligation to provide assistance, Upgrades and Support once the EULA has been terminated, unless the Parties agree otherwise.
(c) The termination or expiration of the EULA will not limit any of the Licensor’s rights or remedies under the EULA or at law.
12.1. Independent Contractors. The Licensor and You are independent contractors, and the relationship created hereby shall not be deemed to be that of principal and agent.
12.2. Severability. If any provision of the EULA is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the legal and economic intent of the Parties to the fullest extent possible. In any event, all other provisions of the EULA shall remain valid and enforceable to the fullest extent possible.
12.3. Heading. The headings contained in the EULA are included for mere convenience of reference and shall not affect the latter’s construction or interpretation.
12.4. Waiver. Failure by the Licensor to enforce at any time any provision of the EULA shall not be construed as a waiver of the Licensor's right to act or to enforce any such term or condition and the Licensor's rights shall not be affected by any delay, failure or omission to enforce any such provision. No waiver by the Licensor of any breach of Your obligations shall constitute a waiver of any other prior or subsequent breach.
12.5. Entire Agreement. The EULA represents the entire agreement of the Parties and supersedes any prior discussions or understandings, whether written or oral, relating to the subject matter hereof.
12.6. Amendment. Depending on the circumstances, additional terms may apply by reference. In case of conflict between the terms of the EULA and additional terms, the former shall prevail. The Licensor reserves the right to amend the EULA at any time. Your continued use of the Pix4D Software after notification of such amendment will constitute acceptance of such amendments.
12.7. Notices. For the purpose of all written communications between the Parties: Any notice or other communication made in connection with the EULA shall be in writing and shall be e-mailed to the addresses below:
If to the Licensor: e-mail: firstname.lastname@example.org. If to You: at Your e-mail furnished upon Your registration. In case of change, it is Your sole responsibility to notify the Licensor of Your new contact details.
13.1. Governing Law. The EULA shall be governed by and construed in accordance with the substantive laws of Switzerland, without regard to principles of conflict of laws.
13.2. Jurisdiction. Any dispute, controversy or claim arising out of or in connection with the EULA, including its conclusion, validity, binding effect, amendment, breach, termination or rescission shall be exclusively submitted to the courts of Lausanne, Switzerland, without prejudice to a possible appeal to the Swiss Federal Tribunal.
Affiliate means any company which, directly or indirectly, controls, is controlled by or is under common control with Pix4D, by means of ownership of more than 50% of the voting stock in said company.
API means "A-pplication Programming I-nterface", with respect to usage through command line interface and web API of the Pix4D Software.
Authorized SaaS User means, with respect to a Pix4Dengine (Server and Cloud), any Third Party authorized by You to use the Pix4D Software.
Business Hours If You are located in Switzerland & Europe: means Monday to Friday 8:00 am to 5 pm CET, except on Swiss bank holidays.
If You are located in North America: means Monday to Friday 8:00 am to 5 pm PST, except on US bank holidays.
Device means a computer or the like (including a smartphone) used by You for running the Pix4D Software.
Documentation means any printed or online documentation relative to the Pix4D Software provided by the Licensor or its partners.
EULA as per meaning in front page.
Indemnified Party as per Section 6.2 .
Laws and Standards as per Section 6.1 .
License as per Section 2.1 ( a ).
License means the rights granted to You under the terms and conditions of the EULA.
License Certificate means evidence of a License provided by the Licensor to You in electronic form.
License Key means a unique key-code communicated in the License Certificate, which enables You to run the Pix4D Software on the number of Devices indicated on the License Certificate. Only the Licensor and/or its Affiliates are permitted to produce License Keys for the Pix4D Software.
License Key Activation means the process of assigning You the License Key. This process can be done either by the Licensor or You.
License Purchase as per Section 2.1 ( d ).
License Rental as per Section 2.1 ( d ).
Licensor Pix4D SA, a Swiss joint-stock company (société anonyme), registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Bâtiment F, 1015 Lausanne, Switzerland, or (i) any of its Affiliates (which are currently Pix4D, Inc, with its registered office at 150 Post St, Ste 650, San Francisco,CA 94108, USA, and Pix4D China Technology Co, Ltd, with its registered office at Room 405, No. 798, Zhaojiabang Road, Xuhui District, Shanghai 200030, People's Republic of China, and Pix4D GmbH, with its registered office at Alte Jakobstrasse 85, 86 (Neue Grünstrasse 17, 18), 10179 Berlin, Germany, and all companies which, with respect to Pix4D SA, are controlling, controlled by or under common control with, Pix4D SA).
Parties as per Section 1.1 .
Pix4D Software means collectively the Pix4D software solution, and any third-party software, documentation, interfaces, content, fonts and any data accompanying this License whether in read only memory, on any other media or in any other form.
Recurring Payments as per Section 5.3 .
SaaS Service means the service provided by You using a Pix4Dengine (Server or Cloud) to Authorized SaaS Users.
Support means the standard support provided by the Licensor, as per Section 3.4 , which is the first-level technical support, i.e. front-line support for basic customer issues that are generally known or that can be solved by following scripts.
Upgrade means any new release version of the Pix4D Software.
IMPORTANT NOTE: This Schedule A completes and details the EULA provided that it has been properly activated by having You contacting Pix4D’s sales team by e-mail at email@example.com or by phone at +41 21 552 05 90. Unless otherwise defined in this Schedule A, capitalized terms shall have the meaning set forth in the EULA.
By way of exception to Section of the EULA, and providing You have reached an express agreement (confirmed by e-mail) with Pix4D sales' team and paid the associated fees, the Licensor expressly warrants and represents that: (i) Conformity to specifications. For a period of one (1) year as from the entry into force of the EULA, the Licensor warrants that:
(ii) Provision of error corrections. For the duration of the warranty granted under Section 1 (i) of Schedule A, the Licensor undertakes to provide error corrections - and, as soon as generally available, minor improvements – in order to assure that the Pix4D Software substantially performs in accordance with the specifications detailed in the Documentation;
(iii) No Third Party claim on the Pix4D Software. The Licensor further warrants that Your use of the Pix4D Software in the manner set forth in the EULA will not lead to any claims for infringement of intellectual property rights linked to the Pix4D Software by Third Parties (an "IP Claim");
(iv) Safe for work. At the time of manufacture, the Licensor has used regularly updated, commercial, industry accepted security controls and practices to prevent the introduction of any computer virus, trojan horse, malware, spyware, or other malicious technology into the Pix4D Software;
(v) No open source constraints. The Licensor warrants that the Pix4D Software does not contain any Third Party component or open source software that will require, as a condition of use, any disclosure of any source code, licenses for the purpose of making derivative works or allowing for redistribution at no charge;
(vi) Server maintenance. The Licensor warrants that there will be no period of time during which You are unable to read or write any data due to the unavailability of the global network of the Licensor (which is border routers, firewalls, load balancers, switches and servers) (downtime), for which You have appropriate permission to access, in excess of 12 (twelve) Business Hours.
it being specified that: (a) Except for the foregoing, the Pix4D Software is furnished "as is";
(b) To the sole exception of Section 1 (iii) of Schedule A, the foregoing warranties extend only to You who are the sole contractual partner of the Licensor;
(a) The foregoing warranty shall not apply to defects resulting from improper or inadequate maintenance by You, or any end user, or from any incompatibility with software supplied by You or from unauthorized modifications, misuse, mishandling or alteration, or operation outside of the contemplated use of the Pix4D Software;
(b) In no event, does the Licensor warrant that the Pix4D Software is error free or that You and/or the end users will be able to operate the Pix4D Software without problems or interruptions. In addition, due to the continual development of new techniques for intruding upon and attacking networks, the Licensor does not warrant that the Pix4D Software or any equipment, system or network on which the Pix4D Software is used will be free of vulnerability to intrusion or attack.
The Licensor shall determine in its sole discretion whether to repair or replace any defective Pix4D Software covered by the limited warranties mentioned in Section 1 of Schedule A. The Licensor will use all commercially reasonable efforts to repair or replace the defective Pix4D Software.
(a) Principle. The Licensor shall indemnify and hold You, to the exclusion of any other person, harmless from and against any and all losses, claims, costs, expenses, liabilities and damages (including, without limitation, reasonable fees and disbursements of counsel) arising out of or connected with any IP Claim, to the exclusion of IP Claims based on: (i) the combination, operation or use of the Pix4D Software with technology, content or other materials not supplied by the Licensor if the IP Claim would have been avoided by use of other technology, content or other materials; or (ii) modifications to the Pix4D Software if the modifications were not made by or done under the direction of the Licensor.
(b) Prerequisites. The Licensor's obligation to indemnify under Section 3 (a) of Schedule A shall only apply in relation to an IP Claim where (i) You immediately inform the Licensor of the receipt of the IP Claim, (ii) the Licensor is offered sole control of the defense of any actions and negotiations related to the defense or settlement of the IP Claim, (iii) You cooperate reasonably as required in the defense against the IP Claim, at the Licensor's expense, and (iv) such IP Claim has been settled with the Licensor's consent or has been successfully sustained in court. Notwithstanding the foregoing, You at all times retain the right to counsel of Your own to defend Your interests at Your own expense.
IMPORTANT NOTE: This Schedule B completes and details the EULA provided that it has been properly activated by having You contacting Pix4D’s sales team by e-mail at firstname.lastname@example.org or by phone at +41 21 552 05 90.
Unless otherwise defined in this Schedule B, capitalized terms shall have the meaning set forth in the EULA.
In the event of any conflict between this Schedule B and the EULA, this Schedule B will govern. The Licensor provides extended support (Enterprise Support) to the terms and conditions below, which will be fixed for the duration of the subscription to the "Enterprise Support" services. If the Enterprise Support is renewed, the version of this "Enterprise Support" Schedule that is current at the time the renewal term commences will apply throughout the renewal term.
5.1 Principle Technical support services “Support Services” to be provided by the Licensor hereunder is limited to the most current version of the Pix4D Software. The Licensor's obligation to provide Support Services is contingent upon proper use of the Pix4D Software and full compliance with the EULA. Moreover, the Licensor shall be under no obligation to provide Support Services should such services be required due to (i) failure to operate the Pix4D Software within the systems requirements, (ii) any modification or attempted modification of the Pix4D Software by You or any Third Party, or (iii) Your failure or refusal to implement operations recommended by the Licensor.
Subject to the related fees mentioned under Section 3 of Schedule B, the Licensor shall provide Support Services, which require deep knowledge of the Pix4D Software, as per the following terms:
i. Support Services will be available during the Business Hours.
ii. All Support Services requests shall be made using the ticketing system located at https://support.pix4d.com and/or by phone at the helpline.
iii. Upon receipt of a Support Services request, the Licensor will: 1- provide a case tracking number to manage each support request, and 2- investigate promptly any questions or problems related to the Pix4D Software, provided that adequate information be delivered to the Licensor to assist the investigation, such as the nature of the problem, including any information reasonably necessary for diagnosis and correction, the operation or the serial of operations being performed by the Pix4D Software when the problem occurred, detailed description of the problem, its duration, any attempts made by You to resolve the problem.
iv. If need be, Support Services may be provided through screensharing. v. Certain operations recommended by the Licensor in answer to a Support Services request may compromise the integrity of Your data. You shall be aware that You must provide for adequate back-up of Your data at all times and the Licensor shall assume no liability in case of loss in the integrity for any reason whatsoever.
The Licensor shall make reasonable commercial efforts to correct or provide a workaround for any errors, defects, glitches or non-conformities found in the Pix4D Software within 5 (five) Business Days as from the date on which the support request was filed. In the event a correction or a workaround may not be provided within this deadline, the Licensor shall immediately inform You and indicate a commercially reasonable estimated timeline.
The Licensor makes no warranties that it will resolve any particular Support Services request or that such resolution will meet Your requirements or expectations. When there is no resolution to the Support Services request, the Licensor will inform You that the issue cannot be resolved and give a workaround / action plan when applicable.
5.2 Guaranteed Response Time (a) The guaranteed response time is related to the impact that the Support Services request has on Your business (the "Business Impact"). You shall indicate its estimated Business Impact when submitting a Support Services request or calling the Licensor helpdesk by phone. (b) The Licensor reserves the right to reclassify the Business Impact at any time if it reasonably believes the classification is incorrect. (c) The following table is a reference to the guaranteed response times that can be expected according to the Business Impact:
|Business Impact||Description||Guaranteed first response time for Action Plan, Status Updates, Resolution when applicable|
|Critical||Highly visible incident – a process or tool has stopped working – more than 50% of customers or projects are affected.||2 Business Hours|
|Major||A process or tool has stopped working – a single customer or project is affected.||4 Business Hours|
|Moderate||Learning how to use a tool or feature that has a significant impact on your workflow.||8 Business Hours|
|Limited||Incident creating minor impairment of functionality / Product feedback.||12 Business Hours|
Enterprise Support will be provided, for the entire duration of the EULA, against payment of the monthly fee published at the date of signature (or renewal) of the Enterprise Support on the following Licensor's webpage: https://pix4d.com/enterprise-extended-support/, excl. VAT if applicable, invoiced to You at the end of each month.
IMPORTANT NOTE: This Schedule C completes or amends the EULA when the Pix4D Software concerned is the so-called "ParrotFields App" (the "Parrot App"). Unless otherwise defined in this Schedule C, capitalized terms shall have the meaning set forth in the EULA.
Paragraphs numbers in Schedule C refer to the original numbering of the EULA. When the paragraph number is identical, then Schedule C replaces the EULA; when the paragraph number is new, Schedule C completes the EULA:
1.2 [is not applicable]
1.6 Schedule C is directed to business customers, not to consumers. For the purpose of Schedule C, (i) a "consumer" is any individual entering into the contract for a purpose not related to his/her/its business, trade or self-employed professional activity and (ii) a "business customer" is an individual, company or partnership vested with legal capacity who enters into the relevant contract in the conduct of its business or its self-employed professional activity.
1.7 The Parrot App is published and licensed to end-users by the Licensor. The hardware (with the firmware) is provided by a third-party hardware provider, namely Parrot Drones SA (the "HW Provider"). Please note also that the Parrot App can only be used with that particular hardware, namely Parrot Bluegrass.[SECTIONS 3 to 5 of the EULA do not apply to the Parrot App]
7.2 [is completed as follows]. The Licensor does not provide either the hardware or the firmware (i.e. the Parrot App) which is provided with the hardware. The Licensor assumes no liability whatsoever in relation to both the hardware and the firmware (i.e. the Parrot App).
9.1 [is amended as follows]. (a) Subject to the License granted hereunder, all title, ownership, intellectual property rights (with the exception to any trademark rights of the HW Provider) and all other rights and interests in and to the Parrot App (including any updates, enhancements, derivatives and modifications) and (if any) the Documentation, and any copies thereof are owned by the Licensor. You acknowledge and understand that the APP is licensed and not sold.
10.1 [is amended as follows]. (d) [is not applicable]
11.1 [is amended as follows]. The duration of the License granted on the Parrot App shall be perpetual.
11.2 [is amended as follows]. This Agreement shall terminate upon cancellation by either Party, as detailed below.
11.4 [is amended as follows]. (a) Upon termination of the EULA, You shall….