Educational Use Terms

Terms that apply to educational institutions that purchase our .edu packages

This Master Services Agreement (this “Agreement”) applies to your use of the Services.  If you have an active, duly executed contract that covers the Services defined below (“Existing Contract”) and disclaims the applicability of this Agreement, the Existing Contract will govern your use of the Services.

UNDER THIS AGREEMENT, YOU AND DRONEDEPLOY WAIVE ANY RIGHT TO JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT.

You represent that you are authorized to act on behalf of the owner of the account you are registering or using (such owner, “Customer” or “you”) and to bind them to this Agreement. By registering for an account, executing an Order Form, otherwise indicating your agreement to this Agreement and/or using the Services, Customer is entering into this binding Agreement with DroneDeploy, Inc. (“Company” or “we”).

We may modify this Agreement to, for example, reflect changes to the law or changes to our Services. Such modifications will take effect on the stated update date unless you have a then-active Order Form disclaiming the applicability of updates, in which case such changes will take effect for any extensions or renewal terms. We will post notice of modifications to this Agreement on this page. If you do not agree to the modified Agreement, you should discontinue your use of the Services.


1. Certain Definitions

1.1. Available Services.

a. "Services” means the Free Trial Services and Purchased Services. The Services include Company’s cloud-based software platform(s) and mobile application(s) (“Company Apps”), including, without limitation, all DroneDeployⓇ and StructionSiteⓇ branded software products, Implementation Services as described below, and the DroneDeploy Academy to the extent set forth in an Order Form or Online Purchase Portal, and includes any Services provided by Company on behalf of its Subsidiaries.

b. "Free Trial Services” means Services that Company makes available to Customer free of charge.

c. Purchased Services” means Services that Customer purchases from Company under an Order Form or Online Purchase Portal.

1.2. Other Definitions

a. "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common Control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

b. "Company Content" means any data, information and other content that is made available via the Services to Customer, excluding Third Party Services and Customer Content.

c. "Control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

d. "Customer Content" means the electronic data, information and other content that Customer uploads to, integrates with or makes available through the Services or otherwise to Company, and any content that Customer collects or generates in its use of the Services, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by a Robot, camera or other User device.

e. "Non-Company Apps" means software applications that are not Company branded, including apps in any Company app marketplace.

f. "Order Form" means an order form signed by both parties.

g. "Online Purchase Portal" means the Company online portal used to acquire the Services.

h. "Robot" means an unmanned aerial vehicle (UAV), drone or other robot that Customer or its Users use in connection with the Services.

i. “Third Party Content” means information obtained by Company from publicly available sources, from third-party content providers, or from third-party software providers, and made available to Customer through the Services, including linked information.

j. "Third Party Services” means Non-Company Apps and Third Party Content.

k. "User” means a unique individual end user accessing or using the Services under Customer’s account, also referred to as a “subscriber”.

2. Licenses to Customer. During the subscription term shown in an Order Form or Online Purchase Portal and subject to the terms of this Agreement and such Order Form or Online Purchase Portal, or for the duration of the Free Trial, as applicable, Company grants Customer a non-exclusive, non-sublicensable and non-transferable right to access and use the Services and to download and use the Company Apps on devices that you own or control, all of the foregoing only for Customer’s own internal business purposes. You may not distribute or make the Company App available over a network where it could be used by multiple devices at the same time. You may not transfer or redistribute the Company App and, if you sell your device to a third party, you must remove the Company App first. You may not copy the Company App or attempt to derive its source code (except as and only to the extent that any foregoing restriction is prohibited by applicable law).

3. Company Obligations.

3.1. Provision of Services and Support. Company will make the Services available to Customer pursuant to this Agreement and the applicable Order Forms or Online Purchase Portal requirements. Company will provide applicable Company standard support for the Purchased Services to Customer at no additional charge, and/or upgraded support if purchased. Company will use commercially reasonable efforts to make the online Purchased Services available 24 hours a day, 7 days a week, except for: (i) planned downtime (of which Company will usually give advance electronic notice), and (ii) emergency maintenance and any unavailability caused by circumstances beyond Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem (other than one involving Company’s employees), Internet service provider failure or delay, Third Party Services or other Customer hardware or systems, or denial of service attack. The Services in the form provided by Company will comply with applicable laws and regulations. Company may use third party service providers to provide Services on its behalf, provided that Company will remain responsible for fulfilling its obligations under this Agreement.

3.2 Data Privacy and Security


a.
Company will maintain appropriate administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content. Those safeguards will include, but will not be limited to, measures designed to prevent unauthorized access to or disclosure of Customer Content (other than by Customer or Users). By executing an Order Form, signing up on the Online Purchase Portal or otherwise signing up for the Services, Customer is deemed to be entered into the following agreements, if applicable: (i) if Customer shares Personal Data (as defined in the GDPR DPA) from the European Economic Area (EEA), the United Kingdom or Switzerland to be processed by Company, the Company's GDPR Data Processing Agreement, available at https://dronedeploy.com/legal/data-processing-agreement (“GDPR DPA”); and (ii) if Customer shares Personal Information (as defined in the CCPA DPA) from the State of California, the Company’s CCPA Data Processing Agreement, available at https://dronedeploy.com/legal/california-data-processing-agreement (the “CCPA DPA”).

b. Upon request by Customer made within 30 days after the effective date of termination or expiration of this Agreement, Company will make Customer Content available to Customer for export or download. After such 30-day period, Company will have no obligation to maintain or provide any Customer Content, and may thereafter remove all Customer Content in its possession or control.

c. If you want Company to delete your account, please send an email to [email protected]. You must provide Company with reasonable identity verification details prior to us processing any deletion requests. Company is not liable in connection with any deletion requests or if your identity cannot be sufficiently verified in Company’s sole discretion.

3.3 Free Trial Services

a. Company may suspend or discontinue Free Trial Services at any time for any reason or no reason. Any additional terms and conditions appearing on Free Trial Services registration web pages are incorporated into this Agreement by reference.

b. ALL CUSTOMER CONTENT AND CUSTOMIZATIONS ASSOCIATED WITH FREE TRIAL SERVICES WILL BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE SAME SERVICES, PURCHASES APPLICABLE UPGRADED SERVICES, OR EXPORTS SUCH CUSTOMER CONTENT BEFORE THE END OF THE FREE TRIAL SERVICES PERIOD.

c. NOTWITHSTANDING THE “REPRESENTATIONS, WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS” SECTION AND “INDEMNIFICATION BY COMPANY” SECTION BELOW, (A) ALL FREE TRIAL SERVICES ARE PROVIDED “AS-IS” WITHOUT ANY WARRANTY; AND (B) COMPANY AND ITS AFFILIATES WILL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE FREE TRIAL SERVICES UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE COMPANY’S TOTAL CUMULATIVE LIABILITY WITH RESPECT TO SUCH SERVICES SHALL NOT EXCEED USD $1,000.00.

d. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE “LIMITATION OF LIABILITY” SECTION BELOW, CUSTOMER SHALL BE FULLY RESPONSIBLE FOR ANY DAMAGES ARISING OUT OF CUSTOMER’S USE OF FREE TRIAL SERVICES.

4. Customer Usage and Customer Content

4.1. Subscription. Unless otherwise provided in an Order Form, (a) Purchased Services and access to all content are purchased as subscriptions for the term stated in the Order Form or Online Purchase Portal, (b) subscriptions for additional Purchased Services may be added during a subscription term, prorated for the portion of that subscription term remaining at the time the subscriptions are added, and (c) any added subscriptions will terminate on the same date as the underlying subscriptions. Purchases are not contingent on the delivery of any future functionality or features. Customer’s Affiliates that have executed Order Forms or signed up via Online Purchase Portal with Company may use the Services for so long as they remain Affiliates. The term “Customer” includes any such Affiliates.

4.2. Fair Use Policy. This section describes Company’s fair use policy (the “Fair Use Policy”) with respect to the Services. The Fair Use Policy has been created to prevent improper use of the Services so we can offer all our customers an excellent user experience. Each Company license is to be used in accordance with the “Use Limitations” section below, and Customer will ensure that its Users are in compliance. We evaluate the scope of fair use by taking into account your license against the typical usage across the universe of accounts. When we detect out of the ordinary levels of usage in your Company account, we’ll contact you to discuss the situation and potential alternatives. If usage does not come into compliance with our policy, we reserve the right to limit your account, suspend or terminate your license and access to the system, or charge Customer for additional amounts.

4.3 Use Limitations

a. Customer shall ensure that each User is individually registered and that Users do not share their access credentials with others. In particular (i) Customer will assign a single User for each subscriber seat (multiple Users may not access the Services as the same subscriber); provided that Customers may reassign a subscriber seat to a new User in good faith for a bona fide business purpose (i.e., not as a means to avoid purchasing additional subscriber seats), (ii) the total number of Users may not exceed the number of subscribers (or “subscriber seats”) specified in any Order Form or Online Purchase Portal, (iii) each User is permitted a reasonable amounts of data creation for a single person, (iv) logins may not be shared with any other individual, and (v) use of alias emails is not permitted.

b. If the Order Form or Online Purchase Portal specifies the project, enterprise project, site or location (“Site”) on which the Services are to be used, Customer must use the Services on such Sites and may not use the Services on any other Sites.

c. Notwithstanding the foregoing, machine user accounts that act on behalf of multiple individual Users may be created with prior written consent from Company for the sole purpose of Customers controlling the use of Company’s API. If the Company API is used, additional terms specified in the API online portal apply.

4.4. Customer Responsibilities. Customer (a) is responsible for all activity occurring in its account and under the access credentials issued to Users and its Affiliates, (b) is responsible for the accuracy, quality and legality of Customer Content, the means by which Customer acquired Customer Content, Customer’s use of Customer Content with the Services, and the interoperation and functioning of any Third Party Services, (c) will use commercially reasonable efforts to prevent unauthorized access to or use of Services, and notify Company promptly of any such unauthorized access or use, (d) will use Services only in accordance with applicable laws and regulations, and (e) will comply with terms of service of any Third Party Service and with the terms and conditions applicable to any Robot or other hardware used in connection with the Services as specified by the manufacturer or distributor of such Robot, camera or other hardware.

4.5 Usage Restrictions. Customer will not (a) make any Service available to third parties or use any Service for the benefit of anyone other than Customer, unless expressly stated otherwise in an Order Form(s), (b) sell, resell, license, sublicense, distribute, make available, rent or lease any Service, or include any Service in a service bureau or outsourcing offering, (c) use a Service or Third Party Service to store or transmit illegal, infringing, libelous, or otherwise unlawful or tortious material, or material that violates third party rights, including privacy rights, or intentionally use the Service to collect images of people or personal information (as defined by applicable law and regulation), (d) use a Service or Third Party Service to store or transmit malicious code or other code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses, (e) interfere with or disrupt the integrity or performance of any Services or Third Party Service, (f) attempt to gain unauthorized access to any Services or its related systems or networks, (g) permit direct or indirect access to or use of any Services in a way that circumvents subscriber or site or location limits, or use any Services to access or use any of Company intellectual property except as permitted under this Agreement or Order Form(s), (h) modify, copy, or create derivative works based on a Service or any part, feature, function or user interface thereof, (i) publicly display the output of the Services in a manner that misleads others that such output was generated by Customer’s services and not that of Company for the purpose of promoting Customer’s services, (j) frame or mirror any part of any Service, other than framing on Customer's own intranets or otherwise for its own internal business purposes, (k) except to the extent permitted by applicable law, disassemble, reverse engineer, or decompile a Service or access it to (1) build a competitive product or service, (2) build a product or service using similar ideas, features, functions or graphics of the Service, (3) copy any ideas, features, functions or graphics of the Service, or (4) determine whether the Services are within the scope of any patent, (l) use the Services for or in connection with any military purpose or harm or intimidation of any person or animal, including (1) direct or indirect use by armed forces, paramilitary force, police force or militia, (2) incorporate into weapons, or use in the production, maintenance or testing of weapons or operations or activities of a military or police nature, or (3) use as parts or components of military items, and (m) use or intend to use the Services for any harmful, illegal or hazardous purpose.

4.6 Removal of Third Party Services and Customer Content. If Customer receives notice that any Third Party Service or Customer Content must be removed, modified and/or disabled to avoid violating applicable law, third-party rights, or any applicable contractual rights, Customer will promptly do so. If Customer does not take required action in accordance with the above, or if in Company’s judgment continued violation is likely to reoccur, Company may disable and/or remove the applicable Third Party Service or Customer Content. If requested by Company, Customer will confirm such deletion and discontinuance of use in writing and Company is authorized to provide a copy of such confirmation to any third party claimant or governmental authority, as applicable. In addition, if Company is required by any third party rights holder, law enforcement or regulatory agency to remove Third Party Services or Customer Content, or receives information that a Third Party Service or Customer Content may violate applicable law or third-party rights, Company may disable, remove or discontinue its integration with such Third Party Service or Customer Content.

4.7. Robot Operations. Customer is solely responsible for ensuring compliance with all applicable legal requirements for the operation of any Robot, including any requirement to detect and avoid aircrafts and drones and to obtain proper airspace authorizations. Customer must at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of Robots and use of the Services in the territory of operation, including any applicable laws with regard to privacy, any applicable product documentation and the terms of the agreement under which Customer procured any Robot. Customer, and not Company, is responsible for the safety and security of any Robot operations carried out by Customer.

5. Third Party Services

5.1. Third Party Services. Company or third parties may make Third Party Services available to Customer. Customer’s acquisition and use of Third Party Services, including any exchange of data between Customer and any Third Party Service, is solely between Customer and the applicable third party. Company does not warrant or support Third Party Services, whether or not they are available within the Services, unless expressly provided otherwise in an Order Form. Company is not responsible for any disclosure, modification or deletion of Customer Content or Third Party Content resulting from a Third Party Service.

5.2. Integration with Third Party Services. The Services may interoperate with and allow Customer to export or integrate data to Third Party Services. Company cannot guarantee the continued availability of such functionality and may cease providing it without entitling Customer to any refund, credit, or other compensation (for example and without limitation, if the provider of a Third Party Service ceases to support interoperation in a manner acceptable to Company).

6. Fees and Payment

6.1. Fees. Customer will pay all fees specified in the applicable Order Forms or Online Purchase Portal. Except as otherwise specified herein or in an Order Form, (i) fees are based on Services and subscriptions purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.

6.2. Invoicing and Payment. Customer will provide Company with valid and updated credit card information or an alternative payment source reasonably acceptable to Company (such as bank transfer or ACH). If Customer provides credit card information to Company, Customer authorizes Company to charge such credit card for all Purchased Services listed in the Order Form or Online Purchase Portal for the initial subscription term and any renewal subscription term(s) as set forth in the “Term of Purchased Subscriptions” section below. Such charges shall be made in advance, either annually or in accordance with any different billing frequency stated in the applicable Order Form or Online Purchase Portal. If the Order Form specifies that payment will be by a method other than a credit card, Company will invoice Customer in advance and otherwise in accordance with the relevant Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

6.3. Overdue Charges. If any amounts not paid by the due date then, without limiting Company’s rights or remedies, (a) those charges may accrue late interest at the lower of 1.5% per month or the maximum rate permitted by law, and/or (b) Company may condition future subscription renewals and Order Forms on different payment terms.

6.4. Payment Disputes. Company will not exercise its rights under the “Overdue Charges” or “Suspension” sections if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

6.5. Taxes. Company’s fees do not include all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees.

7. Proprietary Rights and Licenses.

7.1. Ownership. As between the parties, Company owns all right, title and interest in the Services and the Company Content, and the applicable third parties own all right title and interest in the Third Party Services. Company and such third parties reserve all rights other than as expressly set forth herein. Company may use any suggestions or feedback without accounting, attribution or compensation to Customer.

7.2. Customer Content

a. As between the parties, Customer is the author/creator of and owns all right, title and interest in Customer Content. Except as expressly set forth herein, nothing contained in this Agreement shall be construed as granting Company any right to use Customer Content. To the extent that Company is held to be the author/creator of any Customer Content created via the Services, Company hereby assigns to Customer all right, title and interest in such Customer Content.

b. Customer hereby grants to Company and its Affiliates a license to access, use, process, copy, distribute, perform, export and display any Customer Content only as reasonably necessary (a) to provide, maintain, improve and update Company’s and its Affiliates' products and services; (b) to prevent or address service, security, support or technical issues; (c) as required by law or as permitted by our Privacy Policy; and (d) as expressly permitted in writing by Customer.

c. If Customer uses a Third Party Service with or as part of the Service, Customer grants Company permission to allow the Third Party Service and its provider to access Customer Content and information about Customer’s usage of the Third Party Service as appropriate for the interoperation of that Third Party Service with the Service.

7.3. Customer Content Representations and Warranties. Customer is solely responsible for the Customer Content and the consequences of posting or publishing Customer Content. Customer represents and warrants that: (a) Customer is the creator and owner of, or has the necessary licenses, rights, consents, and permissions to use the Customer Content and to authorize Company to use the Customer Content as described herein; and (b) the Customer Content, and the use thereof as contemplated herein, does not: (i) infringe any third-party right, including any intellectual property, privacy or proprietary right; or (ii) slander, defame, libel, or invade the right of privacy, publicity or other property rights of any other person.

7.4. Customer Content Disclaimer. Company is under no obligation to edit or control Customer Content that Customer and its Users post or publish, and will not be in any way responsible or liable for Customer Content. Company may, however, at any time and without prior notice, screen, remove, edit, or block any Customer Content that in its sole judgment violates this Agreement or is otherwise objectionable.

8. Implementation Services.

8.1. Performance. If the Order Form or Online Purchase Portal includes services to assist Customer in implementing the Services (“Implementation Services”), then this section applies. Customer will cooperate reasonably and in good faith with Company in its performance of Implementation Services. Customer is responsible for obtaining any licenses or permissions required and for providing Company with access to its equipment, systems and/or facilities as needed for Company to perform the Implementation Services. Any delays in the performance of Implementation Services caused by Customer may result in additional applicable charges for resource time. Customer will reimburse Company for reasonable travel and out-of-pocket expenses incurred in connection with Implementation Services. If an estimate of incidental expenses is provided in the applicable Order Form, Company will not exceed such estimate without the written consent of Customer.

8.2. Warranty. Company warrants that the Implementation Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer’s exclusive remedy and Company’s entire liability will be the re-performance of the applicable Implementation Services. If Company is unable to re-perform the Implementation Services as warranted, Customer will be entitled to recover the Implementation Services fees paid to Company for the deficient Implementation Services. Customer must make any claim under the foregoing warranty to Company in writing within 30 days of performance of such Implementation Services in order to receive warranty remedies.

8.3. Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES. COMPANY MAKES NO OTHER WARRANTY OF ANY KIND WITH RESPECT TO THE IMPLEMENTATION SERVICES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Confidentiality

9.1. Confidential Information. “Confidential Information” means any information relating to or disclosed in the course of this Agreement, which is or should be reasonably understood to be confidential. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by a party without the written consent of the other) and any non-public Company Content, Third Party Services, and data regarding the performance of the Services is Company Confidential Information. Confidential Information does not include information that (a) is or becomes part of the public domain through no fault of the receiving party, (b) was already in possession of the receiving party, or (c) was independently developed by the receiving party without violation of this section.

9.2. Mutual Obligations. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations and exercising its rights under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party. The receiving party may disclose Confidential Information if required to do so by law, if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.

10. Warranties and Disclaimer

10.1. Company Warranties. Company warrants that during an applicable subscription term (a) Company will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Customer Content, (b) Company will not materially decrease the overall security of the Services, (c) subject to the “Third Party Services” section above, Company will not materially decrease the overall functionality of the Services. For any breach of a warranty above, Customer’s exclusive remedies are those described in the “Termination” and “Refund or Payment upon Termination” sections below.

10.2. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, NEITHER PARTY MAKES ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. COMPANY MAKES NO WARRANTY AND HAS NO LIABILITY FOR THIRD PARTY SERVICES. FOR THE AVOIDANCE OF DOUBT, COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOSS, CORRUPTION OR DESTRUCTION OF CUSTOMER CONTENT OR THIRD PARTY SERVICES.

11. Mutual Indemnification

11.1. Indemnification by Company. Company will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that any Purchased Service infringes or misappropriates such third party’s intellectual property rights (a “Claim Against Customer”), and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved by Company in writing of, a Claim Against Customer, provided Customer (a) promptly gives Company written notice of the Claim Against Customer, (b) gives Company sole control of the defense and settlement of the Claim Against Customer (except that Company may not settle any Claim Against Customer unless it unconditionally releases Customer of all liability), and (c) gives Company all reasonable assistance, at Company’s expense. If Company receives information about an actual or potential infringement or misappropriation claim related to a Service, Company may in its discretion and at no cost to Customer (i) modify the Services so that they are no longer claimed to infringe or misappropriate, without breaching Company’s warranties under “Company Warranties” above, (ii) obtain a license for Customer’s continued use of that Service in accordance with this Agreement, or (iii) terminate Customer’s subscriptions for that Service upon 30 days’ written notice and refund Customer any prepaid fees covering the remainder of the term of the terminated subscriptions. The above defense and indemnification obligations do not apply if (1) the allegation does not state with specificity that the Services are the basis of the Claim Against Customer; (2) a Claim Against Customer arises from the use or combination of the Services or any part thereof with software, hardware, data, or processes not provided by Company, if the Services or use thereof would not infringe without such combination; (3) a Claim Against Customer arises from Services under an Order Form or Online Purchase Portal for which there is no charge; or (4) a Claim Against Customer arises from Customer Content, a Third Party Service or Customer’s breach of this Agreement or applicable Order Forms or Online Purchase Portal conditions. This “Indemnification by Company” section states Company’s sole liability to, and Customer’s exclusive remedy for, intellectual property claims.

11.2. Indemnification by Customer. Customer will defend Company and its Affiliates against any claim, demand, suit or proceeding made or brought against Company or its Affiliates by a third party alleging (a) that any Customer Content or Customer’s use of Customer Content with the Services, (b) any Third Party Service used by Customer other than those provided by Company to Customer as part of the Services, or (c) the combination of a Third Party Service and the Services other than the ones provided by Company to Customer as part of the Services, infringes or misappropriates third party intellectual property rights, or arising from Customer’s use of the Services, Third Party Services, Company Content or Customer Content in an unlawful manner or in violation of the Agreement, Order Form or Online Purchase Portal conditions (each a “Claim Against Company”), and will indemnify Company and its Affiliates from any damages, attorney fees and costs finally awarded against Company as a result of, or for any amounts paid by Company under a settlement approved by Customer in writing of, a Claim Against Company, provided Company (a) promptly gives Customer written notice of the Claim Against Company or its Affiliates, (b) gives Customer sole control of the defense and settlement of the Claim Against Company (except that Customer may not settle any Claim Against Company or its Affiliates unless it unconditionally releases Company or its Affiliates of all liability), and (c) gives Customer all reasonable assistance, at Customer’s expense. The above defense and indemnification obligations do not apply if a Claim Against Company arises from Company’s breach of this Agreement or applicable Order Forms or Online Purchase Portal conditions.

12. Limitation of Liability

12.1. Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE AND CUSTOMER’S LIABILITY FOR ANY VIOLATION OF COMPANY’s INTELLECTUAL PROPERTY RIGHTS. .

12.2. Consequential Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

13. Term, Suspension and Termination

13.1. Term of Agreement. This Agreement commences on the date Customer first accepts it and continues until all subscriptions hereunder have expired or have been terminated.

13.2. Term of Purchased Subscriptions. The term of each subscription shall be as specified in the applicable Order Form or Online Purchase Portal. Except as otherwise specified in an Order Form or Online Purchase Portal, subscriptions will automatically renew for additional periods equal to the expiring subscription term or one year (whichever is shorter), unless either party gives the other written notice (email acceptable) at least 30 days before the end of the relevant subscription term. Except as expressly provided in the applicable Order Form or Online Purchase Portal, renewal of promotional or one-time priced subscriptions will be at Company’s applicable list price in effect at the time of the applicable renewal. Notwithstanding anything to the contrary, any renewal in which subscription volume or subscription length for any Services has decreased from the prior term will result in re-pricing at renewal without regard to the prior term’s per-unit pricing.

13.3. Suspension

a. If any charge owing by Customer under this or any other agreement for services is 30 days or more overdue, (or 10 or more days overdue in the case of amounts Customer has authorized Company to charge to Customer’s credit card), Company may, without limiting its other rights and remedies, accelerate Customer’s unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Services until such amounts are paid in full, provided that, other than for Customers paying by credit card or direct debit whose payment has been declined, Company will give Customer at least 10 days’ prior notice that its account is overdue, in accordance with the “Notice” section below for billing notices, before suspending services to Customer.

b. Company may suspend or terminate the Services upon any breach of the sections “Customer Usage and Customer Content” or “Customer Content Representations and Warranties”, or any other use of the Services that in Company’s judgment threatens the security, integrity or availability of Company’s services, or any other use that may create liability for Company or the providers of Third Party Services. Company will use commercially reasonable efforts under the circumstances to inform Customer of the suspension or termination and will work with Customer in good faith if Customer attempts to resolve the issue. If usage does not come into compliance with this Agreement and any other applicable terms between Customer and Company, we reserve the right to limit Customer's account or terminate the Services. For the avoidance of doubt, fees will not be tolled during any suspension or termination and no refunds will be given.

13.4. Termination. A party may terminate this Agreement for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

13.5. Refund or Payment upon Termination. If this Agreement is terminated by Customer in accordance with the “Termination” section above, Company will refund Customer any prepaid fees covering the remainder of the term of all Order Forms after the effective date of termination. If this Agreement is terminated by Company in accordance with the “Termination” section above, Customer will pay any unpaid fees covering the remainder of the term of all Order Forms to the extent permitted by applicable law. In no event will termination relieve Customer of its obligation to pay any fees due for the period prior to the effective date of termination.

13.6. Surviving Provisions. The sections titled “Free Trial Services,” “Removal of Third Party Services and Customer Content” (but not including the license to Company), “Fees and Payment,” “Proprietary Rights and Licenses,” “Confidentiality,” “Disclaimers,” “Mutual Indemnification,” “Limitation of Liability,” “Refund or Payment upon Termination,” “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement, and the section titled “Data Privacy and Security” will survive any termination or expiration of this Agreement for so long as Company possesses Customer Content.

14. General Provisions

14.1. Export Compliance, Anti-Corruption. The Services and the associated content may be subject to export laws and regulations of the United States and other jurisdictions. Customer will not permit any User to access, use or export any of the foregoing in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. Each party represents that it is not named on any U.S. government denied-party list. In addition, each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

14.2. Marketing. Unless provided otherwise in the Order Form, Company may publicly refer to Customer orally and in writing, including on Company’s website and sales presentations, as a customer of Company and may use Customer’s logo for such purposes.

14.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties relating to this subject matter and supersedes all other agreements, proposals or representations, written or oral, concerning such subject matter, including any agreement with StructionSite, Inc. or any other Company Subsidiary in relation to Services. If Customer purchases additional services or uses the Company API, additional terms may apply. Any restrictions set forth in the Online Purchase Portal apply to the Services purchased through such portal. Any conflicting or additional term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms executed by Company) is void. In the event of conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, and (2) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

14.4. Assignment. This Agreement is not transferable or assignable without prior written consent of the non-assigning party, except that either party may assign this Agreement in its entirety (including all Order Forms) without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

14.5. Notice. All notices shall be given and directed to Company, Inc., attention: General Counsel, 548 Market St. #34583, San Francisco, California 94104, U.S.A., with an email copy to [email protected]. All notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) email with confirmation of receipt, and (b) the second business day after mailing. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer.

14.6. Miscellaneous

a. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement.

b. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is unenforceable, the validity of the remaining provisions will not be affected.

c. The parties acknowledge and agree that they have been represented in the negotiation and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel.

d. This Agreement cannot be amended except by a writing signed by both parties; provided that Company may update this Agreement as specified in the introductory paragraphs from time to time and Customer agrees to the modified terms by continuing to use the Services after the Agreement has been updated.

e. This Agreement is governed by the laws of the United States of America and the State of California, excluding conflicts of laws principles. The UN Convention on Contracts for the International Sale of Goods is expressly excluded.

f. The parties will address any dispute arising under or related to this Agreement in the federal or state courts in San Francisco County, California. Each party waives any right to a jury trial and right to participate in any class action lawsuit. All claims arising under or related to this Agreement must be brought in the initiating party’s individual capacity, not as a plaintiff or class member in a class action or similar proceeding.

Last Updated March 10, 2023

"This Data Processing Agreement (“DPA”) is incorporated into and forms part of the Master Services Agreement (the “Agreement”) between DroneDeploy, Inc. (together with its affiliates, “Company”) and the customer defined in the Agreement (“Customer”). If Customer shares Personal Data from the European Economic Area (EEA), the United Kingdom or Switzerland, then, by agreeing to the terms of the Agreement containing a link to this DPA, Customer is deemed to have signed this DPA, including its Annexes, as of the effective date of the Agreement. This DPA prevails over any conflicting term of the Agreement but does not otherwise modify the Agreement.

1. Definitions

1.1. In this DPA:

a. Controller”, “Data Subject”, “Personal Data”, “Personal Data Breach”, “Processing”, “Processor”, and “Supervisory Authority” have the meaning given to them in Data Protection Law;

b. Customer Personal Data” means Personal Data Processed by Company as a Processor on behalf of Customer or Third Party Controller;

c. Data Protection Law” means the General Data Protection Regulation (EU) 2016/679 (“GDPR”) and the e-Privacy Directive 2002/58/EC (as amended by Directive 2009/136/EC), and their national implementations in the European Economic Area (“EEA”), including the European Union, and all other similar data protection laws of the EEA, and the United Kingdom (“UK”), and Switzerland, each as applicable, and as may be amended or replaced from time to time;

d. Data Subject Rights” means Data Subjects’ rights to information, access, rectification, erasure, restriction, portability, objection, the right to withdraw consent, and the right to not be subject to automated individual decision-making in accordance with Data Protection Law;

e. International Data Transfer” means any disclosure of Customer Personal Data by an organization subject to Data Protection Law to another organization located outside the EEA, the UK or Switzerland;

f. Services” has the meaning given to it in the Agreement. The services include services provided through the Company’s DroneDeployⓇ and StructionSiteⓇ branded software products.;

g. Subprocessor” means a Processor engaged by Company to Process Customer Personal Data;

h. SCCs” means the clauses annexed to the EU Commission Implementing Decision 2021/914 of June 4, 2021 on standard contractual clauses for the transfer of personal data to third countries pursuant to Regulation (EU) 2016/679 of the European Parliament and of the Council as amended or replaced from time to time;

i. Third-Party Controller” means a Controller for which Customer is a Processor; and;

j. UK Addendum” means the addendum to the SCCs issued by the UK Information Commissioner under Section 119A(1) UK Data Protection Act 2018 (version B1.0, in force March 21, 2022).

1.2. Capitalized terms used but not defined herein have the meaning given to them in the Agreement.

2. Scope and applicability

2.1. This DPA applies to the Processing of Customer Personal Data by Company subject to Data Protection Law to provide the Services.

2.2. The subject matter, nature and purpose of the Processing, the types of Customer Personal Data and categories of Data Subjects are set out in Annex I.

2.3. Customer is a Controller and appoints Company as a Processor on behalf of Customer. Customer is responsible for compliance with the requirements of Data Protection Law applicable to Controllers.

2.4. If Customer is a Processor on behalf of a Third-Party Controller, then Customer: is the single point of contact for Company; must obtain all necessary authorizations from Third-Party Controller; undertakes to issue all instructions and exercise all rights on behalf of such other Third-Party Controller.

2.5. Customer acknowledges that Company may Process Personal Data relating to the operation, support, or use of the Services for its own business purposes, such as billing, account management, data analysis, benchmarking, technical support, product development, and compliance with law. Company is the Controller for such Processing and will Process such data in accordance with Data Protection Law.

3. Instructions

3.1. Company will Process Customer Personal Data to provide the Services and in accordance with Customer’s documented instructions.

3.2. The Controller’s instructions are documented in this DPA, the Agreement, and any applicable statement of work.

3.3. Customer may reasonably issue additional instructions as necessary to comply with Data Protection Law. Company may charge a reasonable fee to comply with any additional instructions.

3.4. Unless prohibited by applicable law, Company will inform Customer if Company is subject to a legal obligation that requires Company to Process Customer Personal Data in contravention of Customer’s documented instructions.

4. Personnel

4.1. Company will ensure that all personnel authorized to Process Customer Personal Data are subject to an obligation of confidentiality.

5. Security and Personal Data Breaches

5.1. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Company will implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including the measures listed in Annex II.

5.2. Customer acknowledges that the security measures in Annex II are appropriate in relation to the risks associated with Customer’s intended Processing and will notify Company prior to any intended Processing for which Company’s security measures may not be appropriate.

5.3. Company will notify Customer without undue delay after becoming aware of a Personal Data Breach involving Customer Personal Data. If Company’s notification is delayed, it will be accompanied by reasons for the delay.

6. Subprocessing

6.1. Customer hereby authorizes Company to engage Subprocessors. A list of Company’s current Subprocessors is accessible via https://dronedeploy.com/legal/subprocessors (the “Subprocessor List”). If Customer wishes to receive notification of new Subprocessors, it should send an email to [email protected] with the subject line “Subscribe to Subprocessor updates.”

6.2. Company will enter into a written agreement with Subprocessors which imposes the same obligations as required by Data Protection Law.

6.3. Customer may reasonably object to the addition of a Subprocessor based on reasonable grounds relating to a potential or actual violation of Data Protection Law by providing written notice detailing the grounds of such objection within thirty (30) days following Company’s notification of the intended change. Customer and Company will work together in good faith to address Customer’s objection. If Company chooses to retain the Subprocessor, Company will inform Customer at least thirty (30) days before authorizing the Subprocessor to Process Customer Personal Data, and either party may immediately discontinue providing or using the relevant parts of the Services, as applicable, and may terminate the relevant parts of the Services within thirty (30) days.

7. Assistance

7.1. Taking into account the nature of the Processing, and the information available to Company, Company will assist Customer, including, as appropriate and as determined by Company in its reasonable discretion, by implementing technical and organizational measures, with the fulfillment of Customer’s obligations under Data Protection Law to: comply with requests to exercise Data Subject Rights; conduct data protection impact assessments, and prior consultations with Supervisory Authorities; and notify a Personal Data Breach.

7.2. Company may charge a reasonable fee for assistance under this Section 7. If Company is at fault, Company and Customer shall each bear their own costs related to assistance.

8. Audit

8.1. Upon reasonable request, Company must make available to Customer all information necessary to demonstrate compliance with the obligations of this DPA and allow for and contribute to audits, including inspections, as mandated by a Supervisory Authority or reasonably requested no more than once a year by Customer and performed by an independent auditor as agreed upon by Customer and Company. The foregoing shall only extend to those documents and facilities relevant and material to the Processing of Customer Personal Data and shall be conducted during normal business hours and in a manner that causes minimal disruption.

8.2. Company will inform Customer if Company believes that Customer’s instruction under Section 8.1 infringes Data Protection Law. Company may suspend the audit or inspection or withhold requested information until Customer has modified or confirmed the lawfulness of the instructions in writing to Company's reasonable satisfaction.

8.3. Company and Customer each bear their own costs related to an audit

9. International Data Transfers

9.1. Customer hereby authorizes Company to perform International Data Transfers to any country deemed adequate by the European Commission or the competent authorities, as appropriate; on the basis of adequate safeguards in accordance with Data Protection Law; or pursuant to the SCCs and the UK Addendum referred to in Sections 9.2 and 9.3.

9.2. By signing this DPA, Company and Customer conclude Module 2 (controller-to-processor) of the SCCs and, to the extent a Processor on behalf of a Third-Party Controller, Module 3 (Processor-to-Subprocessor) of the SCCs, which are hereby incorporated and completed as follows: the “data exporter” is Customer; the “data importer” is Company; the optional docking clause in Clause 7 is implemented; Option 2 of Clause 9(a) is implemented and the time period therein is specified in Section 6.3 above; the optional redress clause in Clause 11(a) is struck; if Customer is established in the EU, Clause 13(a) paragraph

9.3. By signing this DPA, Company and Customer conclude the UK Addendum, which is hereby incorporated and applies to International Data Transfers outside the UK. Part 1 of the UK Addendum is completed as follows: (i) in Table 1, the “Exporter” is Customer and the “Importer” is Company, their details are set forth in this DPA, and the Agreement; (ii) in Table 2, the first option is selected and the “Approved EU SCCs” are the SCCs referred to in Section 9.2 of this DPA; (iii) in Table 3, Annexes 1 (A and B), and II to the “Approved EU SCCs” are Annex I and II respectively; and (iv) in Table 4, both the “Importer” and the “Exporter” can terminate the UK Addendum.

9.4. If Company’s compliance with Data Protection Law applicable to International Data Transfers is affected by circumstances outside of Company’s control, including if a legal instrument for International Data Transfers is invalidated, amended, or replaced, then Customer and Company will work together in good faith to reasonably resolve such non-compliance. In the event that additional, replacement or alternative standard contractual clauses or UK standard contractual clauses are approved by Supervisory Authorities, Company reserves the right to amend the Agreement and this DPA by adding to or replacing, the standard contractual clauses or UK standard contractual clauses that form part of it at the date of signature in order to ensure continued compliance with Data Protection Law.

10. Notifications

10.1. Customer will send all notifications, requests and instructions under this DPA to Company’s Legal Department via email to [email protected]. Company will send all notifications under this DPA to Customer’s account owner email address, or to the email address(es) for which Customer elects to receive legal communications.

11. Liability

11.1. Where Company has paid compensation, damages or fines, Company is entitled to claim back from Customer that part of the compensation, damages or fines, corresponding to Customer’s part of responsibility for the compensation, damages or fines.

11.2. Company’s liability arising out of or related to this DPA, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement, and any reference in such section to the liability of Company means the aggregate liability of Company under the Agreement and all DPAs between Company and Customer together.

12. Termination and return or deletion

12.1. This DPA is terminated upon the termination of the Agreement.

12.2. Customer may request return of Customer Personal Data up to ninety (90) days after termination of the Agreement. Unless required or permitted by applicable law, Company will delete all remaining copies of Customer Personal Data within one hundred eighty (180) days after returning Customer Personal Data to Customer.

13. Modification of this DPA

13.1. To the extent permitted by applicable law, Company may modify this DPA upon notice to Customer to the extent required to comply with changes to Data Protection Law. Other than as set forth in the preceding sentence, this DPA may only be modified by a written amendment signed by both Company and Customer.

14. Invalidity and severability

14.1. If any provision of this DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this DPA and all provisions not affected by such invalidity or unenforceability will remain in full force and effect.

ANNEX I

A. LIST OF PARTIES

Data exporter:
Identity and contact details of the data exporter(s) and, where applicable, of its/their data protection officer and/or representative in the European Union.

  • Name: Customer and its Controller affiliates
  • Address: As indicated in the Agreement and/or its related order documentation.
  • Contact person’s name, position and contact details: As indicated in the Agreement and/or its related order documentation.
  • Activities relevant to the data transferred under these Clauses: Customer receives Company’s services as described in the Agreement and Company Processes Personal Data on behalf of Customer in that context.
  • Signature and date: By entering into the Agreement containing a link to this DPA, Data Exporter is deemed to have signed this DPA and Annex I as of the effective date of the Agreement
  • Role (controller/processor): Controller, or Processor on behalf of Third-Party Controller.

Data importer:
Identity and contact details of the data importer(s), including any contact person with responsibility for data protection.

  • Name: DroneDeploy, Inc.
  • Address: 548 Market St. #34583, San Francisco, California 94104
  • Contact person’s name, position and contact details: Ben Hance, General Counsel, [email protected]
  • Activities relevant to the data transferred under these Clauses: DroneDeploy offers and operates a software platform for commercial drones and other robots.
  • Signature and date: By entering into the Agreement containing a link to this DPA, Data Importer is deemed to have signed this DPA and Annex I as of the effective date of the Agreement.
  • Role (controller/processor): Processor on behalf of Customer, or Subprocessor on behalf of Third-Party Controller

B. DESCRIPTION OF INTERNATIONAL DATA TRANSFER

A. Categories of Data Subjects whose Personal Data is transferred:

Customers may submit personal data to the Services, the extent to which is determined and controlled by the Customer and which may include, but is not limited to, Personal Data relating to the following categories of Data Subjects: Customer’s customers; Customer’s personnel, staff and contractors; Customer’s end-users, authorized by Customer to use the Services; Customer’s agents; and/or third parties with which Customer conducts business.

  • Customer's customers
  • Customers personnel, staff and contractors
  • Customer's end-users, authorized by Customer to use the Services
  • Customer's agents
  • and/or third parties with which Customer conducts business.

B. Categories of Personal Data transferred:

Customers may submit Personal Data to the Services, the extent to which is determined and controlled by the Customer and which may include, but is not limited to, the following categories of Personal Data:

  • First and last name
  • title
  • position
  • employer
  • contact information (company, email, phone, physical business address)
  • professional life data
  • and/or localisation data

C. Sensitive data transferred (if applicable) and applied restrictions or safeguards that fully take into consideration the nature of the data and the risks involved, such as for instance strict purpose limitation, access restrictions (including access only for staff having followed specialized training), keeping a record of access to the data, restrictions for onward transfers or additional security measures: The Services are not intended to Process special categories of data.

D. The frequency of the transfer (e.g., whether the data is transferred on a one-off or continuous basis): On a continuous basis.

E. Nature of the processing:
The Personal Data will be Processed and transferred for the provision of the Services as set out in the Agreement. The services include services provided through the Company’s DroneDeployⓇ and StructionSiteⓇ branded software products.

F. Purpose(s) of the data transfer and further processing:
The Personal Data will be transferred and further Processed to provide  the Services  to Customer as described in the Agreement. The services include services provided through the Company’s DroneDeployⓇ and StructionSiteⓇ branded software products.

G. The period for which the personal data will be retained, or, if that is not possible, the criteria used to determine that period:
Personal Data will be retained for as long as necessary taking into account the purpose of the Processing, and in compliance with applicable laws, including laws on the statute of limitations and Data Protection Law.

H. For transfers to (sub-) processors, also specify subject matter, nature and duration of the processing
For the subject matter and nature of the Processing, reference is made to the Agreement and this DPA. The Processing will take place for the duration of the Agreement.

C. COMPETENT SUPERVISORY AUTHORITY

The competent Supervisory Authority for the Processing of Personal Data relating to Data Subjects located in the EEA is the Supervisory Authority of the Customer’s country of establishment. If Customer is not established in the EEA, the Supervisory Authority will be that of the EEA country where Customer’s EU data protection representative is located. If Customer does not have an EU data representative, the competent Supervisory Authority is one of the EEA countries where the Data Subjects are located.

The competent authority for the Processing of Personal Data relating to Data Subjects located in the UK is the UK Information Commissioner.

The competent authority for the Processing of Personal Data relating to Data Subjects located in Switzerland is the Swiss Federal Data Protection and Information Commissioner.

ANNEX II

D. TECHNICAL AND ORGANIZATIONAL MEASURES INCLUDING TECHNICAL AND ORGANIZATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA

Data importer will maintain administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Personal Data uploaded to the Services, as described in the Security and Compliance documentation and accessible via https://help.dronedeploy.com/hc/en-us/articles/1500004861981-Security-and-Compliance

Last Updated: March 10, 2023

Reporting Claims of Copyright Infringement

We take claims of copyright infringement seriously and will respond to notices of alleged copyright infringement that comply with the requirements set out in this Policy.   

When You May File a Notice

If you believe any materials accessible on or from dronedeploy.com or structionsite.com (as applicable, the “Website”) infringe your copyright, you may request removal of those materials (or access to them) from the Website by submitting written notification to our copyright agent (designated below). 

Required Information

In accordance with the Online Copyright Infringement Liability Limitation Act of the Digital Millennium Copyright Act (17 U.S.C. § 512) (“DMCA”), the written notice (the “DMCA Notice”) must include the following information:

  • Your physical or electronic signature.
  • Identification of the copyrighted work you believe to have been infringed or, if the claim involves multiple works on the Website, a representative list of such works.
  • Identification of the material you believe to be infringing in a sufficiently precise manner to allow us to locate that material.
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (that is, “I have a good faith belief that use of the copyrighted materials described above as allegedly infringing is not authorized by the copyright owner, its agent, or the law.”).
  • A statement that the information in the written notice is accurate (that is, “I swear, under penalty of perjury, that the information in the notification is accurate and that I am the copyright owner or am authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.”).
  • A statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

If you fail to comply with all of the requirements of Section 512(c)(3) of the DMCA, your DMCA Notice may not be effective.

Who May File a Claim

Only copyright owners can report a suspected infringement to us. If you are not the copyright owner (or the authorized representative of the owner) you cannot report a suspected infringement to us. If you believe that any content on a website infringes another party's copyright, you should advise the copyright owner directly.

Where to Send Your Notice

Our designated copyright agent to receive DMCA Notices is:

General Counsel
DroneDeploy, Inc.
548 Market St. #34583
San Francisco, CA 94104
[email protected]

Counter Notification Procedures

When You May File a Counter-Notice

If you believe that material you posted on the Website was removed or access to it was disabled by mistake or misidentification, you may file a counter notification with us (a “Counter Notice”) by submitting written notification to our copyright agent designated above. 

Required Information

Under the DMCA, the Counter Notice must include the following information:

  • Your physical or electronic signature.
  • An identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled. 
  • Adequate information by which we can contact you (including your name, postal address, telephone number, and, if available, email address).
  • A statement under penalty of perjury by you that you have a good faith belief that the material identified above was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled (that is, “I swear, under penalty of perjury, that the information in the notification was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled.”).
  • A statement that you will consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or if you reside outside the United States for any judicial district in which the Website may be found) and that you will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue (that is, “I consent to the jurisdiction of the Federal District Court for the judicial district in which my address is located (or if I reside outside the United States for any judicial district in which the Website may be found) and that I will accept service from the person (or an agent of that person) who provided the Website with the complaint at issue.”).

The DMCA allows us to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter Notice.

Knowing Misrepresentation

Please be aware that if you knowingly materially misrepresent that material or activity on the Website is infringing your copyright, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.  Likewise, if you knowingly materially misrepresent that material or activity on the Website was removed or disabled by mistake or misidentification, you may be held liable for damages (including costs and attorneys' fees) under Section 512(f) of the DMCA.

Repeat Infringers

It is our policy in appropriate circumstances to disable and/or terminate the accounts of users who are repeat infringers.

If you acquired Services from DroneDeploy subject to these Educational Use Terms (“Terms”), as stated in the Order Form, then these Terms apply to your use of the Services. These Terms are a supplement to any other active, duly executed contract that you have with DroneDeploy, and any definitions used in such agreement apply to these Terms.

We may modify these Terms from time to time. Such modifications will take effect on the stated update date unless you have a then-active Order Form for a specified term, in which case such changes will take effect for any extensions or renewal terms. We will post notice of modifications to these Terms on this page. If you do not agree to the modified Terms, you should discontinue your use of the Services.

1. Qualified Educational Institution.

1.1. Customer hereby certifies and agrees that it is a Qualified Educational Institution (as defined below). Failure to qualify as a Qualified Educational Institution is a violation of these Terms.

1.2.Qualified Educational Institution” means an educational institution that has been accredited by an authorized governmental agency within its applicable local, state, provincial, federal, or national government and has the primary purpose of teaching its enrolled students. Examples of Qualified Educational Institutions include, without limitation, public or private:

a. Middle schools and high schools;
b.
Junior colleges;
c.
Colleges, universities and technical schools; and
d.
Home school programs which belong to a nationally recognized home-schooling body or are expressly recognized by a local school governing body as an acceptable alternative to an accredited educational institution.
Specifically excluded, without limitation, from the definition of Qualified Educational Institution are:
a.
Non-accredited educational institutions;
b.
Training centers;
c.
Churches;
d.
Hospitals, healthcare systems & research laboratories;
e.
Libraries; and
f.
Museums.

2. Educational Use Restrictions.

2.1 The Services may be used by Customer solely for Customer’s internal educational and training purposes (the “Approved Use”). Any use by Customer of the Services other than the Approved Use is a violation of these Terms.

2.2. Use of the Services by the facilities department of a Qualified Educational Institution does not meet the requirements of an educational or training purposes as described in these Terms and is not an Approved Use.

2.3. Any use by Customer of the Services other than the Approved Use is a violation of these Terms.

3. Public Educational Institutions. If you are a Qualified Educational Institution that is majority-owned by or is a legal branch or agency of a state or local government in the United States or Canada (a “Public Educational Institution”), then notwithstanding anything to the contrary in your agreement with DroneDeploy, any such agreement with DroneDeploy (including the terms related to indemnification) will be governed by and construed in accordance with the laws of the State or Province of the main campus for such Public Educational Institution. Such laws shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply (and are excluded from the laws governing). In addition, each party agrees that any claim, action or dispute arising under or relating to the agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the local courts of the county in which the main campus of Public Educational Institution is located, or the administrative tribunal having exclusive jurisdiction over disputes involving Public Educational Institution, as applicable.

4. Children’s Privacy. Customer may not allow children under the age of 16 to create an account with DroneDeploy or to otherwise share any of their personal information with DroneDeploy.

5. Violations. Without limiting DroneDeploy’s other rights and remedies, Customer agrees to pay for any use of the Services in violation of these Terms at DroneDeploy’s then-current standard rates.

Last Updated 11/3/2021

This Professional Services Agreement (this “Agreement”) is entered into between DroneDeploy, Inc. (“Company” or “we”) and the undersigned customer (“Customer” or “you”), effective as of the date of the last signature (“Effective Date”) and applies to your use of the Professional Services. This Agreement is a supplement to any other active, duly executed contract that you have with Company.

1. Certain Definitions.

1.1. Available Services.

a. Data Collection Services” means Company performing flights or otherwise operating a Robot or providing ground-based video-recording services for Customer, as specified in the Order Form.

b. Online Services” means any online, web-based services and associated offline components made available by Company to Customer, including, without limitation, all DroneDeployⓇ and StructionSiteⓇ branded software products.

c. Professional Services” means the professional services that Customer purchases under an Order Form or online purchasing portal. The Professional Services include Data Collection Services but exclude any Online Services.

1.2. Other Definitions.

a. Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common Control with the subject entity.

b. Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

c. Deliverable” means the deliverables explicitly identified as “Deliverables” in the Order Form with respect to the Professional Services, if any.

d. "Order Form.” means an order form signed by both parties that includes Professional Services

e. Robot” means an unmanned aerial vehicle (UAV), drone or other robot that Company uses in connection with the Professional Services.

f. Subsidiary” means any entity that is Controlled by Company.

2. Professional Services.

2.1. Scope of Professional Service. Company will provide to Customer the Professional Services specified in an Order Form, subject to Customer’s payment of all applicable fees as set forth in the “Fees” section of this Agreement.

2.2. Relationship to Online Services. This Agreement is limited to Professional Services and does not convey any right to use Online Services. Any use of Online Services by Customer are governed by a separate agreement. Customer agrees that its purchase of Professional Services is not contingent on the delivery of any future Online Service functionality or features, other than any Deliverables, subject to the terms of the applicable Order Form, or on any oral or written public comments by Company regarding future Online Service functionality or features.

2.3. Robot Operations. If the Professional Services include Data Collection Services using a flying Robot, then Company shall ensure that its performance of the Professional Services is made in compliance with all applicable legal requirements for the operations of such Robot, including maintaining the required Federal Aviation Administration (FAA) licenses and obtaining proper airspace authorizations. Company shall use commercially reasonable efforts to comply with Customer’s policies and procedures, if any, that apply to the Data Collection Services. Unless otherwise agreed to by both parties, in performing the Professional Services, Company’s personnel will observe the working hours, working rules, and holiday schedules of Customer while working on Customer’s premises provided that Company’s personnel are provided reasonable prior notice of all such hours, rules and schedules.

3. Customer Cooperation.

3.1. Cooperation. Customer will cooperate reasonably and in good faith with Company in its performance of Professional Services by, without limitation: (a) allowing reasonable access to its premises in order to perform the Professional Services; (b) unless otherwise specified in the Order Form, providing at least 72 hours advance notice of when the Professional Services will be required; (c) providing written copies of all of Customer’s policies and procedures, if any, that apply to the performance of the Professional Services at or before executing an Order Form providing for the Professional Services; (d) obtaining all approvals and authorizations required for the performance of the Professional Services on the applicable Customer premises; (e) timely responding to Company’s inquiries related to the Professional Services; (f) assigning an internal project manager for the Order Form to serve as a primary point of contact for Company; (g) allocating sufficient resources and timely performing any tasks reasonably necessary to enable Company to perform its obligations under each Order Form, including continuous administrative access to Customer’s Online Service account; and (h) actively participating in scheduled project meetings.

3.2. Delays. Any delays in the performance of Professional Services or delivery of Deliverables caused by Customer may result in additional applicable charges for resource time.

4. Delivery and Acceptance.

4.1. Delivery of Professional Services. Company will provide the Professional Services, including any Deliverables, in accordance with the Agreement and the applicable Order Forms.

4.2. Acceptance of Deliverables. For the avoidance of doubt, this section only applies if an Order Form includes identified Deliverables. Upon completion of each Deliverable, Company will provide such Deliverables to Customer. If Customer, in its reasonable and good faith judgment, determines that any submitted Deliverable does not satisfy the agreed-upon acceptance criteria, Customer must so notify Company in writing within 10 business days after Company’s submission of the Deliverable. If a Deliverable fails to meet the functional requirements specified in the applicable Order Form Customer may, as its sole and exclusive remedy, terminate the relevant portion of the Order Form immediately upon written notice and recover all Professional Services fees paid for such deficient Deliverable.

5. Fees and Payment.

5.1. Fees. Customer will pay all fees specified in Order Forms or if no rate is specified in the Order Form, Company’s standard rates in effect at the time the Order Form is executed. Except as otherwise specified herein or in an Order Form, fees are based on Professional Services purchased and not actual usage. Customer will reimburse Company for reasonable travel and out-of-pocket expenses incurred in connection with Professional Services. If an estimate of incidental expenses is provided in the applicable Order Form, Company will not exceed such estimate without the written consent of Customer.

5.2. Invoicing and Payment. Charges will be invoiced in advance unless otherwise expressly stated in the applicable Order Form. Unless otherwise stated in the Order Form, invoiced fees are due net 30 days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Company and notifying Company of any changes to such information.

5.3. Overdue Charges. If any amounts not paid by the due date then, without limiting Company’s rights or remedies, (a) those charges may accrue late interest at the lower of 1.5% per month or the maximum rate permitted by law, (b) Company may cease to perform all or a portion of the Professional Services until the invoice is paid, and/or (c) Company may condition future purchases of Professional Services on different payment terms.

5.4. Payment Disputes. Company will not exercise its rights under the “Overdue Charges” section if Customer is disputing the applicable charges reasonably and in good faith and is cooperating diligently to resolve the dispute.

5.5. Taxes. Company’s fees do not include all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If Company has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Company will invoice Customer and Customer will pay that amount unless Customer provides Company with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Company is solely responsible for taxes assessable against it based on its income, property and employees.

6. Proprietary Rights and Licenses.

6.1. Intellectual Property. Ownership of any data or intellectual property generated using the Online Services is governed by your agreement for Online Services. Customer does not grant to Company any rights in or to Customer’s intellectual property except such licenses as may be required for Company to perform its obligations hereunder. Except as stated herein, as between the parties, Company and Customer each retains all right, title and interest in its respective intellectual property and Confidential Information.

6.2. Deliverables. If any Deliverables are specifically included in the Order Form, subject to Customer retaining its intellectual property rights, Company will own the Deliverables. Upon Customer’s payment of fees due under an applicable Order Form, Company grants Customer a worldwide, perpetual, non-exclusive, non-transferable, royalty-free license to copy, maintain, use and run (as applicable) solely for its internal business purposes associated with its use of the Deliverables.

7. Confidentiality.

7.1. Confidential Information. Confidential Information” means any information relating to or disclosed in the course of this Agreement, which is or should be reasonably understood to be confidential. The terms of this Agreement are the Confidential Information of each party (not to be disclosed by a party without the written consent of the other) and any non-public information or data regarding the performance of the Professional Services is Company Confidential Information. Confidential Information does not include information that (a) is or becomes part of the public domain through no fault of the receiving party, (b) was already in possession of the receiving party, or (c) was independently developed by the receiving party without violation of this section.

7.2. Mutual Obligations. The receiving party will use the same care to protect Confidential Information as it uses for its own similar information, but in no event less than reasonable care, and will use Confidential Information only for the purpose of fulfilling its obligations and exercising its rights under this Agreement. The receiving party will promptly return or destroy the other party’s Confidential Information upon request of the other party. The receiving party may disclose Confidential Information if required to do so by law, if the receiving party provides the disclosing party with prompt notice and complies with any protective order imposed on such disclosure.

8. Warranties and Disclaimer.

8.1. Warranty. Company warrants that the Professional Services will be performed in a professional and workmanlike manner in accordance with generally accepted industry standards. For any breach of the above warranty, Customer’s exclusive remedy and Company’s entire liability will be the re-performance of the applicable Professional Services. If Company is unable to re-perform the Professional Services as warranted, Customer will be entitled to recover the Professional Services fees paid to Company for the deficient Professional Services. Customer must make any claim under the foregoing warranty to Company in writing within 90 days of performance of such Professional Services in order to receive warranty remedies.

8.2. Disclaimer. THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND NEITHER PARTY MAKES ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

9. Indemnification

9.1. Indemnification by Company. Company will defend Customer against any claim, demand, suit or proceeding (“Claim”) made or brought against Customer by a third party arising out of death, personal injury or damage to tangible property to the extent caused by Company personnel in their performance of the Professional Services, and will indemnify Customer for any damages, attorneys fees and costs finally awarded against Customer as a result of, or for amounts paid by Customer under a settlement approved in writing by Company of, any such Claim, all of the foregoing to the extent caused by Company personnel, provided that Customer: (a) promptly gives Company written notice of the Claim; (b) gives Company sole control of the defense and settlement of the Claim (except that Company may not settle any Claim unless it unconditionally releases Customer of all liability); and (c) gives Company all reasonable assistance, at Company’s cost. The above defense and indemnification obligations do not apply to the extent a Claim arises from Customer’s breach of this Agreement or applicable Order Forms.

9.2. Mutual Indemnity. Each party (the “Provider”) will defend the other party and its Affiliates (the “Recipient”) against any Claim made or brought against the Recipient by a third party alleging that any information, design, specification, instruction, software, data or material furnished by the Provider hereunder (“Material”) infringes or misappropriates such third party’s intellectual property rights, and will indemnify the Recipient from any damages, attorneys fees and costs finally awarded against the Recipient as a result of, or for amounts paid by Recipient under a settlement approved in writing by Provider of, any such Claim, provided that the Recipient: (a) promptly gives the Provider written notice of the Claim; (b) gives the Provider sole control of the defense and settlement of the Claim (except that the Provider may not settle any Claim unless it unconditionally releases the Recipient of all liability); and (c) gives the Provider all reasonable assistance, at the Provider’s cost. The Provider will have no liability for any such Claim to the extent that (i) it arises from specifications or other Material provided by the other party, or (ii) such claim is based on the Recipient’s use of a superseded or altered version of Material if infringement or misappropriation would have been avoided by the use of a subsequent or unaltered version of the Material that was provided to the Recipient. In the event that some or all of the Material is held or is reasonably believed by the Provider to infringe or misappropriate, the Provider may in its discretion and at no cost to the Recipient (A) modify or replace the Material so it is no longer claimed to infringe or misappropriate, (B) obtain a license for the Recipient’s continued use of the Material in accordance with this Agreement, or (C) require return of the affected Material and all rights thereto from the Recipient. If the Provider exercises option (C), either party may terminate the relevant Order Form upon 10 days’ written notice given within 30 days after the Provider’s exercise of such option, subject to the “Payment Upon Termination” section below.

9.3. Exclusive Remedy. This “Indemnification” section states the indemnifying party’s sole liability to, and the indemnified party’s exclusive remedy against, the other party for any type of Claim described in this section.

10. Limitation of Liability.

10.1. Liability. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EACH PARTY TOGETHER WITH ALL OF ITS AFFILIATES ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER AND ITS AFFILIATES HEREUNDER FOR THE PROFESSIONAL SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, BUT WILL NOT LIMIT CUSTOMER’S AND ITS AFFILIATES’ PAYMENT OBLIGATIONS UNDER THE “FEES AND PAYMENT” SECTION ABOVE.

10.2. Consequential Damages. IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, BUSINESS INTERRUPTION OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

11. Term and Termination, Suspension.

11.1. Term. This Agreement commences on the Effective Date and will remain in effect until terminated in accordance with this section.

11.2. Termination for Convenience. Either party may terminate this Agreement at any time for convenience upon 30 days’ written notice to the other. To the extent there are Order Forms in effect when a party terminates this Agreement, such Order Forms shall continue to be governed by this Agreement as if it had not been terminated.

11.3. Termination for Cause. A party may terminate this Agreement and/or any Order Form for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

11.4. Payment Upon Termination. Upon any termination of an Order Form, Customer will pay, in accordance with the “Invoicing and Payment” section of this Agreement, any unpaid fees and expenses incurred on or before the termination date. In the event that Customer terminates an Order Form and Customer has pre-paid any fees for Professional Services not yet received, Company will refund such pre-paid fees. In the event that Company terminates an Order Form for cause, any pre-paid fees for Professional Services charged on a fixed-fee basis are non-refundable, unless expressly stated otherwise in an Order Form.

11.5. Suspension. Company may suspend or terminate the Professional Services that Company’s judgment may create liability for Company. Company will use commercially reasonable efforts under the circumstances to inform Customer of the suspension or termination as quickly as possible and will work with Customer in good faith if Customer attempts to resolve the issue. For the avoidance of doubt, fees will not be tolled during any suspension or termination and no refunds will be given.

11.6. Surviving Provisions. The sections titled “Fees and Payments,” “Proprietary Rights and Licenses,” “Confidentiality,” “Warranties and Disclaimer,” “Indemnification,” “Limitation of Liability,” “Term and Termination” and “General” will survive any termination or expiration of this Agreement.

12. Insurance. Each party will maintain, at its own expense during the term of this Agreement, insurance appropriate to its obligations under this Agreement, including as applicable general commercial liability, errors and omissions, employer liability, automobile insurance, and worker’s compensation insurance as required by applicable law.

13. General Provisions.

13.1. Export Compliance, Anti-Corruption. The Professional Services, including the Deliverables that Company makes available, and any derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer will not permit any User to access, use or export any of the foregoing in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation. Each party represents that it is not named on any U.S. government denied-party list. In addition, each party represents that it has not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.2. Marketing. Unless provided otherwise in the Order Form, Company may publicly refer to Customer orally and in writing, including on Company’s website and sales presentations, as a customer of Company and may use Customer’s logo for such purposes.

13.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between the parties relating to this subject matter and supersedes all other agreements, proposals or representations, written or oral, concerning such subject matter, including any agreement with StructionSite, Inc. or any other Company Subsidiary in relation to Professional Services. The agreement governing the Online Services continues to apply, and if Customer purchases additional services or uses the Company API, additional terms may apply. Any conflicting or additional term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms executed by Company) is void. In the event of conflict or inconsistency, the order of precedence shall be: (1) the applicable Order Form, (2) the agreement governing the Online Services, and (3) this Agreement. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

13.4. Assignment. This Agreement is not transferable or assignable without prior written consent of the non-assigning party, except that either party may assign this Agreement in its entirety (including all Order Forms) without consent to an Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon notice. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.5. Notice. All notices shall be given and directed to Company, Inc., attention: General Counsel, 548 Market St. #34583, San Francisco, California 94104, U.S.A., with an email copy to [email protected]. All notices to Customer will be addressed to the relevant Services system administrator designated by Customer. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) email with confirmation of receipt, and (b) the second business day after mailing. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer.

13.6. Miscellaneous.

a. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Company may use third party service providers to provide Professional Services on its behalf, provided that Company will remain responsible for fulfilling its obligations under this Agreement. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes. There are no third-party beneficiaries under this Agreement.

b. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. If any provision of this Agreement is unenforceable, the validity of the remaining provisions will not be affected.

c. The parties acknowledge and agree that they have been represented in the negotiation and execution of this Agreement by legal counsel of their own choice or that they have voluntarily declined to seek such counsel.

d. This Agreement cannot be amended except by a writing signed by both parties; provided that Company may update this Agreement as specified in the introductory paragraphs from time to time and Customer agrees to the modified terms by continuing to use the Services after the Agreement has been updated.

e. This Agreement is governed by the laws of the United States of America and the State of California, excluding conflicts of laws principles. The UN Convention on Contracts for the International Sale of Goods is expressly excluded.

f. The parties will address any dispute arising under or related to this Agreement in the federal or state courts in San Francisco County, California. Each party waives any right to a jury trial and right to participate in any class action lawsuit. All claims arising under or related to this Agreement must be brought in the initiating party’s individual capacity, not as a plaintiff or class member in a class action or similar proceeding.

g. Any delay in the performance of any duties or obligations of either party (except payment obligations) will not be considered a breach of this Agreement if such delay is caused by emergency maintenance and any unavailability caused by circumstances beyond Company’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, pandemic, strike or other labor problem (other than one involving Company’s employees), Internet service provider failure or delay, or other Customer hardware or systems, or denial of service attack. The affected party will use reasonable efforts, under the circumstances, to notify the other party of the circumstances causing the delay and to resume performance as soon as possible.

Last Updated 03/01/2023

This Hardware Purchase Agreement (this “Agreement”) applies to your acquisition of the Hardware. This Agreement is a supplement to any other active, duly executed contract that you have with DroneDeploy.

UNDER THIS AGREEMENT, YOU AND DRONEDEPLOY WAIVE ANY RIGHT TO JURY TRIAL OR TO PARTICIPATE IN A CLASS-ACTION LAWSUIT.

You represent that you are authorized to act on behalf of the owner of the account you are registering or using (such owner, “Customer” or “you”) and to bind them to this Agreement. By executing an Order Form or otherwise indicating your agreement to this Agreement and/or purchasing the Hardware, Customer is entering into this binding Agreement with DroneDeploy, Inc. (“DroneDeploy” or “we”).

We may modify this Agreement to, for example, reflect changes to the law or changes to our Hardware. Such modifications will take effect on the stated update date unless you have a then-active Order Form for a specified term, in which case such changes will take effect for any extensions or renewal terms. We will post notice of modifications to this Agreement on this page. If you do not agree to the modified Agreement, you should not purchase the Hardware.

1. Certain Definitions.

1.1. Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

1.2.Delivery Point” means the address to which DroneDeploy will send the Hardware for delivery to Customer, which is specified in the Order Form.

1.3. Hardware” means the physical goods and hardware assets specified on the Order Form, excluding any software or services specified on the Order Form.

1.4.Order Form” means an ordering document or online order specifying the Hardware to be provided hereunder that is entered into between Customer and DroneDeploy or any of their Affiliates, including any addenda and supplements thereto.

2. Purchase of Hardware.

2.1. Sale. DroneDeploy shall sell to Customer and Customer shall purchase from DroneDeploy the Hardware in the quantities and at the prices specified in the Order Form and upon the terms and conditions set forth in this Agreement.

2.2. Payment Terms. Customer shall pay all invoiced amounts due to DroneDeploy within thirty (30) days of DroneDeploy’s invoice. Customer shall make all payments hereunder by a payment source reasonably acceptable to DroneDeploy (such as bank transfer or ACH) and in US dollars. If any invoiced amount is not received by DroneDeploy by the due date, then without limiting DroneDeploy’s rights or remedies, (a) those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and/or (b) DroneDeploy may condition mailing or delivery of the Hardware on payment terms shorter than those specified in this section.

2.3. No Setoff. Customer shall not, and acknowledges that it will have no right, under this Agreement, any other agreement, document or law, to withhold, offset, recoup or debit any amounts owed (or to become due and owing) to DroneDeploy or any of its affiliates, whether under this Agreement or otherwise, against any other amount owed (or to become due and owing) to it by DroneDeploy or its affiliates, whether relating to DroneDeploy’s or its Affiliates’ breach or non-performance of this Agreement or any other agreement between Customer or any of its Affiliates, and DroneDeploy or any of its affiliates, or otherwise.

2.4. Taxes. DroneDeploy’s fees do not include all taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible for paying all Taxes associated with its purchases hereunder. If DroneDeploy has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, DroneDeploy will invoice Customer and Customer will pay that amount unless Customer provides DroneDeploy with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, DroneDeploy is solely responsible for taxes assessable against it based on its income, property and employees.

3. Shipping and Delivery.

3.1. Delivery.

a. DroneDeploy shall use commercially reasonable effort to deliver the Hardware in a prompt manner, although delivery is subject to availability and manufacturer or seller performance. Each shipment will constitute a separate sale, and Customer shall pay for the units shipped whether such shipment is in whole or partial fulfillment of the quantity purchased under this Agreement. DroneDeploy shall not be liable for any delays, loss or damage in transit.

b. DroneDeploy shall deliver the Hardware to the Delivery Point using DroneDeploy’s or the hardware manufacturer or seller’s standard methods for packaging and shipping such Hardware. Customer shall take delivery of the Hardware within two (2) days of DroneDeploy’s written notice that the Hardware have been delivered to the Delivery Point. Delivery is Intercoms® 2020 Rules – DAP – Delivered at Place.

c. If for any reason Customer fails to accept delivery of any of the Hardware on the date fixed pursuant to DroneDeploy's notice that the Hardware have been delivered at the Delivery Point, or if DroneDeploy is unable to deliver the Hardware at the Delivery Point on such date because Customer has not provided appropriate instructions, documents, licenses or authorizations: (i) risk of loss to the Hardware shall pass to Customer; (ii) the Hardware shall be deemed to have been delivered; and (iii) DroneDeploy, at its option, may store the Hardware until Customer picks them up, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).

3.2. Non-Delivery. The quantity of any installment of Hardware as recorded by DroneDeploy on dispatch from DroneDeploy's place of business is conclusive evidence of the quantity received by Customer on delivery unless Customer can provide conclusive evidence proving the contrary. DroneDeploy shall not be liable for any non-delivery of Hardware (even if caused by DroneDeploy’s negligence) unless Customer gives written notice to DroneDeploy of the non-delivery within two (2) days of the date when the Hardware would in the ordinary course of events have been received. Any liability of DroneDeploy for non-delivery of the Hardware shall be limited to delivering the Hardware within a reasonable time or adjusting the invoice respecting such Hardware to reflect the actual quantity delivered.

3.3. Title and Risk of Loss. Title and risk of loss pass to Customer upon delivery of the Hardware at the Delivery Point. As collateral security for the payment of the purchase price of the Hardware, Customer hereby grants to DroneDeploy a lien on and security interest in and to all of the right, title and interest of Customer in, to and under the Hardware, wherever located, and whether now existing or hereafter arising or acquired from time to time, and in all accessions thereto and replacements or modifications thereof, as well as all proceeds (including insurance proceeds) of the foregoing. The security interest granted under this provision constitutes a purchase money security interest under the California Uniform Commercial Code.

3.4. Inspection and Rejection of Nonconforming Hardware.

a. Customer shall inspect the Hardware within one (1) day of receipt ("Inspection Period"). Customer will be deemed to have accepted the Hardware unless it notifies DroneDeploy in writing of any Nonconforming Hardware during the Inspection Period and furnishes such written evidence or other documentation as reasonably required by DroneDeploy. “Nonconforming Hardware” means only the following: (i) product shipped is different than identified in this Agreement; or (ii) the product's label or packaging incorrectly identifies its contents.

b. If Customer timely notifies DroneDeploy of any Nonconforming Hardware, DroneDeploy shall, in its sole discretion, (i) replace such Nonconforming Hardware with conforming Hardware, or (ii) credit or refund the applicable portion of the price for such Nonconforming Hardware. Customer shall ship, at its expense and risk of loss, the Nonconforming Hardware to DroneDeploy’s facility or back to the manufacturer of the product, as specified in writing by DroneDeploy. If DroneDeploy exercises its option to replace the Nonconforming Hardware, DroneDeploy or the manufacturer shall, after receiving Customer's shipment of Nonconforming Hardware, ship to Customer, at Customer's expense and risk of loss, the replaced Hardware to the Delivery Point.

c. Customer acknowledges and agrees that the remedies set forth in this section are Customer's exclusive remedies for the delivery of Nonconforming Hardware against DroneDeploy. Except as provided under this section, all sales of Hardware to Customer are made on a one-way basis and Customer has no right to return Hardware purchased under this Agreement to DroneDeploy.

4. Warranties.

a. The parties acknowledge and agree that DroneDeploy is purchasing the Hardware of behalf of Customer as a matter of convenience, and that DroneDeploy does not make any representations or warranties regarding the Hardware to the Customer. Any and all claims that Customer may have regarding the Hardware are to be directed to the manufacturer or seller of that Hardware.

b. DRONEDEPLOY MAKES NO WARRANTY WHATSOEVER WITH RESPECT TO THE HARDWARE, INCLUDING WITHOUT LIMITATION ANY (a) WARRANTY OF MERCHANTABILITY; (b) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (c) WARRANTY OF TITLE; OR (d) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE OR OTHERWISE.

c. DRONEDEPLOY HAD NO OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT FOR THE HARDWARE. ALL MAINTENANCE AND SUPPORT OF THE HARDWARE IS THE SOLE RESPONSIBILITY OF CUSTOMER.

5. Manufacturer Terms and Conditions; Information Disclosure

a. As a condition of purchasing the Hardware, Customer is required to agree to, and be legally bound by, the terms and conditions presented by the Hardware manufacturer or supplier. Customer hereby agrees to the terms and conditions of Boston Dynamics, Inc., the manufacturer and supplier of the Spot® Robot, in connection with the purchase of the Hardware: https://www.bostondynamics.com/sites/default/files/inline-files/spot-terms-and-conditions-of-sale.pdf.

b. Customer hereby consents to the disclosure of Customer’s personal information, including without limitation the name, email and address of Customer and its representatives, to the Hardware manufacturers or suppliers for the purpose of enabling or assisting the Hardware manufacturers or suppliers to supply and deliver the Hardware purchased by Customer pursuant to this Agreement.

6. Compliance with Law and Documentation. Customer is in compliance with and shall comply with all applicable laws, regulations, and ordinances in connection with the purchase and use of the Hardware. Customer has and shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Agreement and to safely operate the Hardware. Customer shall comply with all documentation, instructions and warnings of the Hardware manufacturer when using, repairing, storing or otherwise dealing with the Hardware.

7. Limitation of Liability.

a. IN NO EVENT SHALL DRONEDEPLOY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF, OR RELATING TO, OR IN CONNECTION WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT DRONEDEPLOY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND (D) THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

b. N NO EVENT SHALL DRONEDEPLOY‘S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL OF THE AMOUNTS PAID TO DRONEDEPLOY FOR THE HARDWARE SOLD HEREUNDER.

8. Indemnification. Customer shall indemnify, defend and hold harmless DroneDeploy and its officers, directors, employees, agents, Affiliates, successors and permitted assigns (collectively, "Indemnified Party") 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, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, incurred by or awarded against any Indemnified Party relating to, arising out of or resulting from any claim of a third party arising out of or occurring in connection with the Hardware or Customer’s negligence, willful misconduct or breach of this Agreement. Customer shall not enter into any settlement without DroneDeploy's or Indemnified Party's prior written consent.

9. Insurance. During the term of this Agreement and for a period of three (3) years thereafter, Customer shall, at its own expense, maintain and carry in full force and effect a commercially reasonable amount of insurance to cover the operation of its business and the Hardware. Such insurance policies shall include DroneDeploy and its Affiliates, officers, directors, employees, agents, representatives, subsidiaries, successors, and assigns as additional insureds and shall provide broad form coverage. Customer will forward to DroneDeploy a certificate of insurance evidencing coverage upon request by DroneDeploy and upon any renewal of such insurance during the term or during the three (3) immediately subsequent years thereafter. Except where prohibited by law, Customer shall require its insurer to waive all rights of subrogation against DroneDeploy’s insurers and DroneDeploy.

10. Termination. In addition to any remedies that may be provided in this Agreement, DroneDeploy may terminate this Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under this Agreement and such failure continues for fifteen (15) days after Customer's receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms of this Agreement or any other agreements that Customer has with DroneDeploy, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.

11. Confidentiality

11.1. Definition of Confidential Information.Confidential Information” means all information disclosed by a party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.

11.2. Protection of Confidential Information. As between the parties, each party retains all ownership rights in and to its Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’ employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections not materially less protective of the Confidential Information than those herein. Neither party will disclose the terms of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will remain responsible for such Affiliate’s, legal counsel’s or accountant’s compliance with this “Confidentiality” section. Notwithstanding the foregoing, DroneDeploy may disclose the terms of this Agreement and any applicable Order Form to a subcontractor, service provider or supplier to the extent necessary to perform DroneDeploy’s obligations under this Agreement, under terms of confidentiality materially as protective as set forth herein.

11.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information.

12. Surviving Provisions. The sections titled “Payment Terms”, “No Setoff”, “Taxes”, “Warranties”, “Manufacturer Terms and Conditions; Information Disclosure”, “Compliance with Law and Documentation”, “Limitation of Liability”, “Indemnification”, “Insurance”, “Confidentiality”, “Surviving Provisions” and “General Provisions” will survive any termination or expiration of this Agreement.

13. General Provisions.

13.1. Export Compliance. The Hardware may be subject to export laws and regulations of the United States and other jurisdictions. DroneDeploy and Customer each represents that it is not named on any U.S. government denied-party list. Customer will not permit anyone to access or use the Hardware in a U.S.-embargoed country or region (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

13.2. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from an employee or agent of the other party in connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction.

13.3. Entire Agreement and Order of Precedence. This Agreement is the entire agreement between DroneDeploy and Customer regarding Customer’s purchase of the Hardware and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. If Customer is purchasing additional services or using the DroneDeploy API, then additional contractual terms may apply. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Order Forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) any software terms between Customer and DroneDeploy, (3) this Agreement, and (4) the any additional terms. Titles and headings of sections of this Agreement are for convenience only and shall not affect the construction of any provision of this Agreement.

13.4. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Each party will be solely responsible for payment of all compensation owed to its employees, as well as all employment-related taxes.

13.5. Third-Party Beneficiaries. There are no third-party beneficiaries under this Agreement.

13.6. Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right.

13.7. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

13.8. Force Majeure. Neither party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement (except for any obligations of the Customer to make payments to DroneDeploy), when and to the extent such failure or delay is caused by or results from acts beyond the reasonable control of the impacted Party (“Impacted Party”), including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, pandemic, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) shortage of adequate power or transportation facilities; and (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice to the other Party, within fifteen (15) days of the Force Majeure Event, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause. In the event that the Impacted Party's failure or delay remains uncured for a period of thirty (30) consecutive days following written notice given by it under this section, either party may thereafter terminate this Agreement upon thirty (30) days' written notice.

13.9. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety (including all Order Forms), without the other party’s consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate this Agreement upon written notice. In the event of such a termination, DroneDeploy will refund Customer any prepaid fees covering the remainder of the term of all subscriptions for the period after the effective date of such termination. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

13.10. Governing Law and Dispute Resolution.

a. This Agreement, any dispute arising under or which is related to this Agreement (whether in contract, tort or otherwise), and the validity, performance and interpretation of this Agreement shall be governed by and construed in all respects under, the laws of the United States of America and the State of California without giving effect to its conflicts of law principles. The parties agree that the applicability of the United Nations Convention on Contracts for the International Sale of Goods in its entirety is specifically excluded from application to this Agreement.

b. Any such dispute will be subject to the exclusive jurisdiction of the California state courts in and for San Francisco County, California (or, if there is federal jurisdiction, the United States District Court for the Northern District of California), and all parties hereby irrevocably agree to submit to the personal and exclusive jurisdiction of these courts and that venue therein is proper and convenient. Any judgment or order by any court having proper jurisdiction against either party may be enforced in any court having jurisdiction over such party, as the case may be. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

13.11. Notice. All notices shall be given and directed to DroneDeploy, Inc., attention: General Counsel, 548 Market St. #34583, San Francisco, California 94104, U.S.A., with an email copy to [email protected]. All other notices to Customer will be addressed to the relevant administrator designated by Customer. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be effective upon (a) personal delivery with a copy sent by email on the same day, and (b) the second business day after mailing with a copy sent by my email on the day of mailing. Billing-related notices to Customer will be addressed to the relevant billing contact designated by Customer.

Last Updated 11/3/2021

This Developer and App Market Agreement (this “Agreement”), is made effective as of today’s date of submission (the “Effective Date”) by and between DroneDeploy, Inc. (“Company”), and the submitter of the applicable App (defined below) on the App Marketplace (defined below) (“Partner”).

WHEREAS, Company offers a cloud-based, software-as-a-service platform for the acquisition, processing, storing, sharing, and analysis of data; and

WHEREAS, Partner offers complementary products or services that are suitable for integration with the Company App; and

WHEREAS, Company and Partner desire to partner to integrate Partner’s software, data, products or services with the Company App and market and sell them to Customers of both Partner and Company;

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements herein contained, the parties agree as follows:

1. Definitions

As used herein, the following terms shall have the meanings set forth below:

1.1Agreement” means this Company Developer and App Market Agreement , together with cover pages, all schedules, attachments, and exhibits hereto.

1.2. Partner” means the entity identified as Partner.

1.3.Partner Offering” means Partner’s software, data, products or services that Partner connects to the Company App under this Agreement.

1.4.App” means any software or interface that implements all or part of a connection on or between the Company App and the Partner Offering.

1.5.App Market” means the integrated Company digital distribution and sales platform designed to make available Partner-published, third-party Apps to Company Customers.

1.6. Company App” means the cloud-based, software-as-a-service platform for the acquisition, processing, storing, sharing, and analysis of data, as well as the associated mobile platform, and includes, without limitation, all DroneDeployⓇ and StructionSiteⓇ branded software products.

1.7.Customer” means a client or customer of Partner who contracts with Partner or Partner’s agents, resellers or distributors for the Partner Offering, provided that the client or customer has also entered into a contract with Company, or with Company’s resellers or distributors, for the Company App.

1.8. Intellectual Property Rights” means any intellectual property or proprietary rights recognized in any country or jurisdiction in the world including without limitation copyrights, moral rights, trademarks (including logos, slogans, trade names, and service marks), patent rights (including without limitation patent applications and disclosures), know-how, inventions, rights of priority, and trade secret rights.

2. Permitted Uses

2.1. Use of the Company App. For the duration of, and subject to the terms and conditions of this Agreement, Company grants to Partner a non-exclusive, non-transferable, non-sublicensable, royalty free license and right to use the Company App and the components of the Company App, solely to the extent necessary to create one or more App(s) on or between the Partner Offering and the Company App. Partner has no authority to sublicense or make available the Company App to Customers.

2.2. Restrictions. Partner will not, and will not allow any third party to (a) modify, copy, or otherwise reproduce the Company App in whole or in part; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or structure of the software used in the Company App; (c) provide, lease or lend the Company App, or documentation to any third party; (d) remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the Company App or documentation; (e) modify or create a derivative work of any part of the Company App or documentation; or (f) use the Company App or documentation for any unlawful purpose. This license does not include use of the Company App for Partner’s internal productive purposes.

3. Obligations of Both Parties

3.1. Company’s Support of Partner.
Company will provide development support to Partner to aid in its development of the App(s). Company will provision a development and test environment for Partner, will deliver API documentation and developer toolkits to Partner and will enable Partner access to Company’s partner support team. To facilitate Partner’s App development effort, Company will provide, at no additional cost, two (2) non-exclusive, non-transferable, non-sublicensable, royalty free Company App licenses for marketing and demo purposes.

3.2. App Development. Partner agrees to develop or cause to be developed a commercially available, supported App on or between the Company App and Partner Offering within three months of the Effective Date of this Agreement.

3.3. App Market.

3.3.1. App Approval. Before Partner’s App is listed on the App Market, Company will review the App and either approve, deny, or make recommendations. Apps must comply with the App Market design guidelines described here, be free of malware and provide a properly formatted description of the App, as stated in the App Market template. Approving the App means that the App will be listed on the App Market as soon as reasonably possible. Denial of the App may be, including but not limited to, the result of (1) competitive offering (2) incorrect data or positioning (3) low quality integration (4) security concerns (5) failure to adhere to the design guidelines and for other reasons not identified in this section. Each party hereby waives any claim against the other for damage of any kind (including damages for unjust enrichment, loss of prospective profits, and loss of opportunities or investments made) based on the denial of the App, for whatever reason. Apps will be re-submitted for approval to Company whenever updated by Partners. In the event Company does not approve Partner’s App and Partner does not attempt to modify the App for approval, this Agreement will be terminated and it is agreed that both parties do not have any further liability towards each other.

3.3.2. Pricing and Revenue Sharing. Partners may monetize approved Apps by making them “paid”. For Partner-developed, paid Apps, Partner and Company agree to share revenue as follows; Partner receives seventy percent (70%) of the revenue and Company retains thirty percent (30%) of the revenue. Revenue share payments to the Partner will be aggregated and remitted by Company at the end of the month following the calendar month in which the transaction was consummated. Partner payments are subject to a $100.00 minimum payment threshold. Once Partner’s share of App revenue reaches or exceeds the $100.00 minimum payment threshold, the revenue may be withdrawn. If Partner’s share of App revenue does not reach $100.00 within 6 months, either following the initial App publishing date or from the date of the last Partner payout, Partner’s revenue balance is reset to $0.00.

3.3.3. Data Privacy, Data Use and Ownership. Partner hereby agrees to abide by the terms of the Company Data Processing Agreement, which is made by reference a part of this Agreement.

3.3.4. Design and Usability Guidelines. Partner’s App must comply with Company App Market design guidelines. Company reserves the right to deny approval for any App that does not satisfy these requirements

3.3.5. Free trial. For paid Apps, Company recommends Partners design their App(s) with the capability to provide the Customer a reasonable trial or demo, at no charge to the Customer.

3.3.6. Terms of service. Partner to provide a link to their then-current terms of service on their listing.

3.3.7. License to Distribute. Partner grants Company a non-exclusive, worldwide license to demonstrate, market and use for demonstration and support purposes, provide access to, and sell Partner App to Customers for the duration and subject to the terms and conditions of this Agreement.

3.3.8. General terms. Company reserves the right to make changes to the App Market at-will including, but not limited to, the removal of Partner Apps that do not perform as stated. Should Company elect to remove Partner’s App from the App Market, Company will notify Partner that they will remove the app within 30 days if Partner does not alter the app as specified by Company.

3.4. Customer Support Obligations. Partner will provide Customers with a reasonable level of support for the Partner Offering and the App(s). Reasonable support should align with your standard support practice for your direct customers. Company will provide Customers with support services for the Company App.

3.5. Marketing. Both Company and Partner may elect to issue a press release pertaining to Partner participation in the Company Partner Program, the Partner Offering, the App(s) and the Company App, subject to approval of the Company marketing organization. Any issued press release regarding the participation in the App Market by Partner should be approved by both parties. Company will make available a Partner Program badge for use by Company App Market Partners. Partner agrees to comply with Company’s standard brand usage guidelines.

4. Proprietary Rights

4.1. In General, This Agreement confers only the right to use the Company App per the terms and conditions of this Agreement while this Agreement and the specified license(s) are in effect, and, does not convey any rights of ownership or Intellectual Property Rights in or to the Company App or the Partner’s offerings. All rights of each party not expressly granted to the other hereunder are reserved by each party

4.2. Ownership of Products and Services. As between Company and Partner, Company owns all rights to the Company App, any Intellectual Property Rights therein, any materials relating thereto, and any modifications, enhancements, updates, revisions, or derivative works thereof. As between Partner and Company, Partner owns all rights to the Partner Offering, App and any modifications, enhancements, updates, revisions, or derivative works thereof.

5. Confidentiality and Security

5.1. Confidential Information” means any and all information disclosed by either party (the “Disclosing Party”) to the other (the “Receiving Party”), that is marked “confidential” or “proprietary” or that should reasonably be understood by the Receiving Party to be confidential or proprietary, including without limitation the terms and conditions of this Agreement, and any information that relates to business plans, services, marketing or finances, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, and algorithms of the Disclosing Party.

5.2. Confidentiality. Each party hereby agrees that it will not use or disclose any Confidential Information received from the other party other than as expressly permitted under the terms of the Agreement or as expressly authorized in writing by the other party. Each party will use the same degree of care to protect the other party’s Confidential Information as it uses to protect its own confidential information of like nature, but in no circumstances less than reasonable care. Neither party will disclose the other party’s Confidential Information to any person or entity other than its officers, principals, employees, and subcontractors who need access to such Confidential Information in order to affect the intent of the Agreement and who are bound by confidentiality terms no less restrictive than those in the Agreement.

5.3. Exceptions. The restrictions set forth in this Section will not apply to any Confidential Information that the Receiving Party can demonstrate (a) was known to it prior to its disclosure by the Disclosing Party; (b) is or becomes publicly known through no wrongful act of the Receiving Party; (c) has been rightfully received from a third party authorized to make such disclosure without restriction; (d) is independently developed by the Receiving Party without use of the Confidential Information of the Disclosing Party; (e) has been approved for release by the Disclosing Party’s prior written authorization; or (f) is disclosed pursuant to court order or as otherwise required by law, provided that the party required to disclose the information provides prompt advance notice thereof to the Disclosing Party to enable the Disclosing Party to the seek a protective order or otherwise prevent such disclosure.

5.4. Injunctive Relief. The parties agree that a breach of this Section may cause irreparable damage which money cannot satisfactorily remedy and therefore, the parties agree that in addition to any other remedies available at law or hereunder, the Disclosing Party will be entitled to seek injunctive relief for any threatened or actual breach of this Section by the Receiving Party.

6. Term and Termination

6.1. Term. The initial term of this Agreement is be one (1) year from the Effective Date, and this Agreement will automatically renew for successive periods of one (1) year until one party notifies the other party that it does not wish to renew this Agreement at least thirty (30) days prior to the end of the then-current term, in which case this Agreement will terminate at the end of the then-current term.

6.2. Termination. Either party may terminate this Agreement for convenience with thirty (30) days written notice to the other party. Company may terminate this Agreement, effective immediately, upon written notice to Partner, if (a) Partner breaches any provision in Section 2 or Section 5, or (b) Partner breaches any other provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Company. Partner may terminate this Agreement, effective immediately upon written notice to Company, if Company breaches any provision of this Agreement and does not cure the breach within thirty (30) days after receiving written notice thereof from Partner

6.3. Return of Materials. All Confidential Information, designs, drawings, formulas or other data, including customer data, financial information, business plans, literature, and sales aids of any kind of a Disclosing Party will remain the property of the Disclosing Party and all documentation will remain the property of Company. No later than 30 days after the termination of this Agreement, each party shall return to the other party or destroy all such items that are in its possession or control, and shall not retain any copies thereof. The Receiving Party will not make or retain any copies of any Confidential Information of the Disclosing Party.

6.4. Effect of Termination. Sections 1, 4, 6, 7, 8, 9 and 10 shall survive any termination or expiration of this Agreement. Section 5 shall survive for 3 years after termination of this Agreement.

6.5. Access to the Company App, Wind-down Period. Upon any termination of this Agreement, Partner will immediately cease marketing the App to new Customers. Twelve months after termination of this Agreement, Partner shall cease all use of the Company App, and will discontinue access from Partner’s products or services and Apps to the Company App.

6.6. Right to Market. Upon termination of this Agreement, the marketing rights and obligations set out in Section 3 and Section 10 shall immediately cease. Company will cease marketing of the partnership, the Partner Offering and the App(s). Partner will cease marketing of the partnership, the Partner Offering, the Company App and the App(s).

7. Authority; No Warranties

7.1. Authority. Each party represents to the other that it is a valid legal entity and is in good standing or validly existing under the laws of the state of its incorporation and residence. Each party represents that it has all the requisite legal power and authority to execute, deliver and perform its obligations under this Agreement; that the execution, delivery and performance of this Agreement has been duly authorized and is enforceable in accordance with its terms; that no approval, authorization or consent of any governmental or regulatory authorities is required to be obtained or made in order for it to enter into and perform its obligations under this Agreement.

7.2. Disclaimer of All Other Warranties. Except as expressly provided herein, Company disclaims all warranties with respect to the services, and documentation, whether express or implied, including but not limited to any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. Each party will be solely and individually responsible to comply with all laws and regulations relating to its respective business operations.

8. Indemnification

8.1. By Company. Company hereby agrees to defend or settle any third party claim against Partner to the extent due to or arising out an allegation that the Company App infringes any copyright, trade secret, trademark or, U.S. patent, of such third party, provided that Partner notifies Company in writing, and cooperates with Company in, and grants it sole control of, the defense or settlement. Company will pay all costs of such defense and any settlement amounts or final court-awarded costs and damages. Company has no obligation under this Section regarding any claim based on the combination, operation, or use of the Company App with other products or services not provided by Company to the extent such infringement would not have occurred without such combination, operation or use.

8.2. By Partner. Partner hereby agrees to defend or settle any third party claim against Company to the extent due to or arising out an allegation that the Partner App(s) infringe any copyright, trade secret, trademark or U.S. patent, of such third party, provided that Company notifies Partner in writing, and cooperates with Partner in, and grants it sole control of, the defense or settlement. Partner will pay all costs of such defense and any settlement amounts or final court-awarded costs and damages. Partner has no obligation under this Section regarding any claim based on the combination, operation, or use of the Partner App(s) with other products or services not provided by Partner to the extent such infringement would not have occurred without such combination, operation or use.

9. Limitation of Liability

Except for liability arising under Section 8, in no event will either party be liable to the other for any special, consequential, or incidental damages, however caused and on any theory of liability arising in any way out of this Agreement, even if notified of the possibility of such damage. Except for the indemnification obligations under Section 7, the aggregate liability of either party to the other for damages under this Agreement, regardless of the form of the action (and whether in contract or in tort) will be limited to $10,000.

10. General Provisions

10.1. Notices. Except as otherwise specified in the Agreement, all notices under the Agreement will be in writing and will be delivered or sent by email to [email protected]. Notices will be deemed given on the day actually received by the party to whom the notice is addressed.

10.2. Independent Contractors. The relationship of Company and Partner is that of independent contractor. Neither party has any authority to act on behalf of the other party or to bind it, and in no event will the parties be construed to be partners, employer-employee, or agents of each other.

10.3. Governing Law Arbitration; Venue. The validity, construction and interpretation of the Agreement will be governed by the laws of the State of California, excluding its conflict of laws provisions. Except for the right of either party to apply to a court for a temporary restraining order, a preliminary injunction, or other equitable relief, any controversy, claim, or action arising out of or relating to the Agreement will be settled by binding arbitration in San Francisco County, California, under the rules of the American Arbitration Association by three arbitrators appointed in accordance with such rules. The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco County, California for any action permitted under this Section, challenge to this Section, or judgment upon the award entered.

10.4. Assignment. The Agreement may not be assigned by either one of the parties by operation of law or otherwise, without the prior written consent of the other party, which consent will not be unreasonably withheld. Such consent is not required in connection with the assignment of the Agreement pursuant to a merger, acquisition, or sale of all or substantially all of the assigning party’s assets.

10.5. Force Majeure. Notwithstanding any provision contained in the Agreement, neither party will be liable to the other to the extent fulfillment or performance of any terms or provisions of the Agreement by such party are delayed or prevented by revolution or other civil disorders; wars; strikes; fires; floods; acts of God; government action; or, without limiting the foregoing, any other causes not within its control and which, by the exercise of reasonable diligence, it is unable to prevent. This clause will not apply to the payment of any sums due under the Agreement by either party to the other.

10.6. Compliance With Laws. Each party represents and warrants that it will comply with all applicable laws and government regulations in its performance of this Agreement.

10.7. Order of Precedence. This Agreement constitutes the entire agreement between Company and Partner with respect to the subject matter hereof.

Last Updated 03/01/2023

We know that your privacy is important to you, and at DroneDeploy, your privacy is important to us, as well.  So is being transparent about how we gather, use, and share information about you.  This Privacy Policy is intended to help you understand:

  1. Personal Information that we collect
  2. How we use Personal Information
  3. When we share Personal Information
  4. Your rights and choices
  5. Third-party services
  6. How we protect your Personal Information
  7. How we transfer the information that we collect internationally
  8. Privacy Shield notice
  9. Data retention
  10. Children’s privacy
  11. Updates to this Policy
  12. How to contact us

This Privacy Policy (this “Policy”) describes the information we collect about you when you use our products, services, or otherwise communicate with us.  DroneDeploy, Inc. (“DroneDeploy,” “we,” or “us”) refers to DroneDeploy and our affiliates, including StructionSite, Inc.  Our web services, mobile solution, and all related applications, widgets, software, tools, including services provided through our DroneDeployⓇ and StructionSiteⓇ branded software products, are referred to in this Policy as our “Services”.

This Policy also explains your choices about how we use your Personal Information, including how you can object to certain uses of the information, as well as how you can access or update certain information about you.  If you do not agree with this Policy, please do not use our Services.

If you are a California resident, please also review our California Resident Privacy Notice for more information about the types of Personal Information we collect and disclose, as well as how to exercise your rights under California law.

“Personal Information” means any information relating to an identified or identifiable individual, such as an individual's name, address, telephone number, or e-mail address.

1. Personal Information that we collect

We collect information about you either when you provide it to us on our website or through the use of our Services, or in some cases, when other sources provide it to us.

A. Personal Information you provide to us

Registration and profile information. When you create a DroneDeploy account, we collect your name, company, address, e-mail address, telephone number and any additional information you choose to include in your profile.

Payment details. When you register for our paid services, we collect your name and contact information, as well as your payment details, such as your payment card information or bank account details.  We do not store your payment details in our system and rely on our third-party payment processor to securely process payments.

User materials. When you engage with other users through our Services, post comments on our forums, or upload imagery, map data, video, sensor data, telemetry data, location data and other content using our interactive functionality (the “User Materials”), we collect your profile information and information about the User Materials you choose to share with us.

Event information. When you register to participate in a conference or event we organize, we may collect your name, contact information, and information about the event you attended.

Communications. If you contact us directly or participate in a survey, we may receive additional Personal Information about you.  For example, when you contact our customer support team, we will receive your name, email address, the contents of a message or attachments that you may send to us, and other information you choose to provide.  When you communicate with us online, third party vendors receive and store these communications on our behalf. When you participate in a survey, we may also receive your contact details and your responses to our questions.  When we send you emails, we may track whether you open, click on or forward them to learn how to deliver a better customer experience and improve our Services.  When you subscribe to any of our newsletters or mailing lists, we will collect certain Personal Information from you, such as your email address.

Support information. When you request technical support services, we will process your contact information, such as name, email address, phone number and the country in which you are based as well as information on the reasons for your support request, and any additional information you may provide in that context.

If you do not provide your Personal Information when requested, you may not be able to use our Services if that Personal Information is necessary to provide you with our Services or if we are legally required to collect it.  Where required by applicable law, we indicate whether and why you must provide us with your Personal Information, as well as the consequences of failing to do so.

B. Personal Information we collect automatically

Device information. We automatically receive Personal Information about the device and software you use to access our Services, such as your IP address, your web browser type, operating system version, the nature of the device from which you are visiting the Service (e.g., a personal computer or a mobile device), and the identifier for any handheld or mobile device that you may be using.  Please see “Information we collect via Cookies” to learn more about our use of cookies.

Location information. Our Service collects geolocation information when you use our mobile application.  This information may include your physical location, such as street address, latitude and longitude, and IP address, and the time of recording the location or the duration at that location.  Please see “Information we collect via Cookies” to learn more about our use of cookies.

Usage information. When you use the Services, we automatically collect certain information about your use of the Services, including the actions you take on our Service, the website that you visited immediately prior to accessing any Web-based Service, and the content, features, and activities that you access in our Service.  Please see “Information we collect via Cookies” to learn more about our use of cookies.

UAV information. When you operate an unmanned ground or aerial vehicle (“UAV”) via the Service, we automatically collect information about the flight or traversal, such as information identifying the vehicle, traversal or flight path, traversal or flight logs, location data, telemetry data and sensor data, where applicable.

Images and video. When you operate a UAV or handheld camera via the Service, we also collect imagery, map data and video taken during the traversal or flight.

C. Information we collect via Cookies

When you use our Services, we may automatically collect Personal Information about your use of the Services, including via cookies, beacons, invisible tags, and similar technologies, in your browser and on emails sent to you.  Cookies are small text files containing a string of alphanumeric characters.  We may use both session cookies and persistent cookies.  A session cookie disappears after you close your browser.  A persistent cookie remains after you close your browser and may be used by your browser on subsequent visits to our Services.  The below references to “Cookies” include both cookies and similar technologies.

The information collected via Cookies may include Personal Information, such as your IP address, web browser, device type, and the web pages that you visit just before or just after you use the Services, as well as information about your interactions with the Services, such as the date and time of your visit, and where you have clicked.

Strictly necessary Cookies. Some Cookies are strictly necessary to make our Services available to you, for example, to provide login functionality.  We cannot provide you with the Services without this type of Cookie.  We may use our own strictly necessary Cookies or use third-party Cookies.

Performance Cookies. We also use Cookies for website and app analytics purposes in order to operate, maintain, and improve our Services.  We may use our own performance Cookies or use third-party analytics providers to collect and process certain analytics data on our behalf.  In particular, we use Google Analytics to collect and process certain analytics data on our behalf.  Google Analytics helps us understand how you engage with our Services.  You can learn about Google’s practices by going to https://www.google.com/policies/privacy/partners/ and opt out by downloading the Google Analytics opt-out browser add-on, available at https://tools.google.com/dlpage/gaoptout or via Google’s Ads Settings or Ad Settings for mobile apps.

Functional Cookies. We and our third-party partners use Cookies to help us and our advertisers show you relevant advertising, as well as to present ads to you on sites that are not owned or operated by us to promote our services, articles or events.  The cookies are used to make advertising messages more relevant to you and your interests.  They also perform functions like preventing the same ad from continuously re-appearing.

Targeting Cookies. We and our third-party partners use Cookies to help us and our advertisers show you relevant advertising, as well as to present ads to you on sites that are not owned or operated by us to promote our services, articles or events.  The cookies are used to make advertising messages more relevant to you and your interests.  They also perform functions like preventing the same ad from continuously re-appearing.

Social media Cookies. These Cookies are added by social media services to enable you to share your content with your friends and networks. They are capable of tracking your browser across other sites and building up a profile of your interests.

Where required under applicable law, we obtain your consent prior to using Cookies. Please see the “Your rights and choices” section of this Policy to learn about your Cookie choices.

Our third-party partners, such as analytics partners, may use these technologies to collect Personal Information about your online activities over time and across different services.

D. Personal Information from other sources

We may receive information about you, including Personal Information, from third parties, and sources other than our Services, such as our business customers and partners.  In addition, we use third-party Software Development Kits (“SDKs”) in order to connect with third-party service providers, through which we may exchange data in order to enable the functionality of our Services.

If we combine or associate information from other sources with Personal Information that we collect through our Services, we will treat the combined information as Personal Information in accordance with this Policy.

2. How we use Personal Information

We will only process your Personal Information based on a valid legal ground, which may vary depending on the country where you are located. The table below describes the legal grounds by purpose:

Purpose Description Legal ground (where required under applicable law)
Providing and Improving the Services
We use your Personal Information to provide, maintain, improve and update our Services, for instance to control the UAV during a traverse or flight, to provide you with analyses of the images you have captured using the UAV, and for product development purposes.
  • You give us consent to do so
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of developing, hosting, and maintaining the Services
Support We may use your Personal Information to provide technical support, including diagnosing and resolving any issues you report.
  • You give us consent to do so
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of developing, hosting, and maintaining the Services
Communicating with you We may use your Personal Information to contact you, including by email, phone and text message, for administrative purposes such as to provide information that you request, to respond to comments and questions, or to ask you to provide feedback and complete surveys.
  • You give us consent to do so
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of communicating with you
Fraud and incident prevention
We may use your Personal Information to detect security incidents and respond to trust and safety issues, protect against malicious, deceptive, fraudulent, or illegal activity, and prosecute those responsible for that activity.
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We need it to comply with a legal obligation, for instance to comply with a court order
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of protecting against and preventing fraud
Marketing
We may process your Personal Information for marketing and advertising purposes, such as to develop and provide promotional materials and advertisements that may be relevant, valuable or otherwise of interest to you.
  • You give us consent to do so
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of delivering marketing and advertising materials
Understanding usage and improving the Services
We may use your Personal Information that we collect through the Services to understand and analyze the usage trends and preferences of our users, to improve and repair errors in the Services, and to develop new products, services, features, and functionalities.
  • You give us consent to do so
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of evaluating and improving our products or services
Auditing Interactions
We may use your Personal Information for auditing related to a current interaction with you and concurrent transactions, including, but not limited to, counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance with this specification and other standards.
  • You give us consent to do so
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of evaluating and improving our products or services
Administrative and legal purposes
We may use your Personal Information to address any administrative or legal issues pertaining to DroneDeploy, including but not limited to intellectual property infringement, defamation, rights of privacy issues, to enforce our Terms of Service or other legal rights, facilitating transactions and payments, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency.
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We need it to comply with a legal obligation, for instance to comply with a court order
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of addressing administrative and legal issues
De-identification and aggregation
We may aggregate or otherwise de-identify Personal Information and use the resulting information for other business purposes, as permitted by applicable law.
  • The processing is necessary for entering into, or performance of a contract to which you are a party
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of aggregating and de-identifying the data
Job Applications
We may use your Personal Information to process your job application.
  • You give us consent to do so
  • We, or a third party, have a legitimate interest in using your Personal Information for the purpose of processing your job application
Other purposes
If we intend to use your Personal Information for other purposes, we will provide specific notice at the time the Personal Information is collected. Please consult the relevant specific notice

We only rely on our or a third party’s legitimate interests to process your Personal Information when these interests are not overridden by your rights and interests.  When we are using your information because we or a third party have a legitimate interest to do so, you may have the right to object to that use.

3. When we share Personal Information

We may disclose information to third parties if you consent to us doing so, as well as in the following circumstances:

To our third-party service providers who provide services such as website hosting, data analysis, information technology and related infrastructure provision, customer service, email delivery, auditing, payments processing and other services.  We limit the Personal Information provided to these service providers to that which is reasonably necessary for them to perform their functions, and we require them to agree to maintain the confidentiality of such Personal Information.

To other users of our Services, where you choose to share User Materials with other users or in public areas of our Service (e.g., content that you post on https://forum.dronedeploy.com/).  We are not responsible for the other users’ use of available information, so you should carefully consider whether and what to share with others using our Services.

If required to do so by law or in the good-faith belief that such action is necessary to comply with applicable laws, in response to a court order, judicial or other government subpoena or warrant, or to otherwise cooperate with law enforcement or other governmental agencies.

Where we believe, in good faith, that disclosing your Personal Information is appropriate or necessary to take precautions against liability; protect ourselves or others from fraudulent, abusive, or unlawful uses or activity; investigate and defend ourselves against any third-party claims or allegations; protect the security or integrity of our Services and any facilities or equipment used to make our Services available; or protect our property or other legal rights including, but not limited to, enforcement of our agreements, or the rights, property, or safety of others.

To an acquirer, successor or assignee as part of any merger, acquisition, debt financing, sale of assets, or similar transaction, as well as in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets.

To our affiliates, subsidiaries, and branch offices for the above-mentioned purposes.

4. Your rights and choices

You have certain rights regarding the Personal Information we maintain about you and certain choices about what Personal Information we collect from you, how we use it, and how we communicate with you.

You may decline to share certain Personal Information with us, in which case we may not be able to provide to you some of the features and functionality of our Services.  You may access and update many categories of Personal Information that are collected as part of the Services offering by logging in to your account and accessing your account settings.  Moreover, if you wish to access, amend, or delete any other Personal Information we hold about you, you may contact us using the contact details at the end of this Policy.  Please note that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time, we may retain all information you submit for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate reason to do so, to the extent permitted under applicable data protection law.

If you receive commercial email from us, you may unsubscribe at any time by following the instructions contained within the email.  You may also opt out from receiving commercial email from us and any other promotional communications that we may send to you from time to time, by contacting us using the contact details at the end of this Policy.

Please be aware that if you opt out of receiving commercial email from us or otherwise modify the nature or frequency of promotional communications you receive from us, it may take up to ten business days for us to process your request and you may receive promotional communications from us that you have opted out from during that period, to the extent permitted by applicable law.  Additionally, even after you opt out from receiving commercial messages from us, you will continue to receive administrative messages from us regarding our Services.

Depending on the country in which you are located, you may have additional rights as described below.

You may request access to and receive information about the Personal Information we maintain about you, update and correct inaccuracies in your Personal Information, restrict or object to the processing of your Personal Information, have the information anonymized or deleted, as appropriate, or exercise your right to data portability to easily transfer your Personal Information to another company.  In addition, you may also have the right to lodge a complaint with a supervisory authority, including in your country of residence, place of work, or where an incident took place.

You may withdraw any consent you previously provided to us regarding the processing of your Personal Information, at any time, and free of charge.  We will apply your preferences going forward and this will not affect the lawfulness of the processing before you withdrew your consent.

You may exercise these rights by contacting us using the contact details at the end of this Policy.  Please note that there are exceptions and limitations to each of these rights, and that while any changes you make will be reflected in active user databases instantly or within a reasonable period of time, we may retain information for backups, archiving, prevention of fraud and abuse, analytics, satisfaction of legal obligations, or where we otherwise reasonably believe that we have a legitimate reason to do so, to the extent permitted by applicable law.

Your Cookie choices

Depending on the country in which you are located, you may be able to allow or reject Cookies and similar technologies which are not strictly necessary for providing our Services when you first access our websites or apps.

In addition, you have the following choices with regard to the use of Cookies and similar technologies.

Browser settings. Many web browsers allow you to manage your preferences relating to Cookies.  You can set your browser to refuse Cookies or delete certain Cookies.  You may be able to manage other technologies in the same way that you manage Cookies using your browser’s preferences.  Please note that if you choose to block Cookies, doing so may impair the use of our Services.

Opt-out. To opt-out from third party Google’s and other vendors’ use of information collected on the Services through Cookies for advertising purposes, you may visit Google’s Ads Preferences Manager, TRUSTe's Preference Manager, or the Network Advertising Initiative opt-out page.

Do-Not-Track Signals and Global Privacy Control. There is no accepted standard on how to respond to Do-Not-Track signals, and we do not respond to such signals. In addition, depending on your location, you may also opt out of the sale or sharing (for cross-context behavioral advertising purposes) of your Personal Information by turning on the Global Privacy Control (GPC).

5. Third-party services

The Service may contain features or links to websites and services provided by third parties.  For example, you may use our app store to integrate with other data analytics or data storage providers that may then collect Personal Information from you.  Any information you provide on third-party sites or services is provided directly to the operators of such services and is subject to those operators’ policies, if any, governing privacy and security, even if accessed through the Services.  We are not responsible for the content or privacy and security practices and policies of third-party sites or services to which links or access are provided through the Services.  We encourage you to learn about third parties’ privacy and security policies before providing them with information.

6. How we protect your Personal Information

We implement reasonable security measures to secure and protect your Personal Information.  Our services incorporate privacy by design, including minimizing the data collected from customers, and technical and organizational measures to ensure we are providing the confidentiality and integrity which your data deserves.  If we experience a data breach compromising Personal Information, we will notify you as quickly as possible, as required by regulatory requirements.

7. How we transfer information we collect internationally

Except to the extent that we have expressly agreed to store and process your data in one of our local data centers to support data residency requirements in your particular region, our Services are generally hosted in the United States.  Even in the case of locally-hosted data, our support and business operations are located in the United States, and your data may be accessed by our personnel based there.  The following discussion assumes that your data is stored and processed in the United States.  Please contact a member of our Sales team if you wish to inquire about options for hosting your data outside the United States.  

If you choose to use our Services from regions of the world with laws governing data collection and use that may differ from U.S. law, then please note that you are transferring your Personal Information outside of those regions to the United States for storage and processing.  When we transfer your Personal Information to the U.S., we take steps to comply with applicable data protection law, in particular legal requirements regarding adequate protection for data transfers.  By providing any information, including Personal Information, on or to the Services, you agree with such transfer, storage, and processing.

If you are located in the European Economic Area or the United Kingdom, we will comply with applicable data protection laws when transferring your Personal Information outside of your jurisdiction.  We may transfer your Personal Information to countries that have been found to provide adequate protection by the European Commission or other competent authorities (e.g., see list of countries for which the European Commission has issued an adequacy decision here), use contractual protections for the transfer of Personal Information, or transfer to recipients who have adopted Binding Corporate Rules.

In the case of data transfers from the EEA, the United Kingdom or Switzerland to the United States, our Master Services Agreement automatically applies the protections of the EU and UK Standard Contractual Clauses to all customers sharing data from the EEA, the United Kingdom or Switzerland.  For more information about how we transfer Personal Information outside of the EEA the United Kingdom or Switzerland, or to obtain a copy of the contractual safeguards we use for such transfers, you may contact us as specified below.

8. Data Privacy Framework notice

DroneDeploy complies with the EU-U.S. Data Privacy Framework (“EU-U.S. DPF”), the UK Extension to the EU-U.S. DPF, and the Swiss-U.S. Data Privacy Framework (“Swiss-U.S. DPF”) as set forth by the U.S. Department of Commerce.  DroneDeploy has certified to the U.S. Department of Commerce that it adheres to the EU-U.S. Data Privacy Framework Principles (“EU-U.S. DPF Principles”) with regard to the processing of personal data received from the European Union in reliance on the EU-U.S. DPF and from the United Kingdom (and Gibraltar) in reliance on the UK Extension to the EU-U.S. DPF.  DroneDeploy has certified to the U.S. Department of Commerce that it adheres to the Swiss-U.S. Data Privacy Framework Principles (“Swiss-U.S. DPF Principles” and together with the EU-U.S. DPF Principles, the “Data Privacy Framework Principles”) with regard to the processing of personal data received from Switzerland in reliance on the Swiss-U.S. DPF.  If there is any conflict between the terms in this privacy policy and the EU-U.S. DPF Principles and/or the Swiss-U.S. DPF Principles, the Principles shall govern.  To learn more about the Data Privacy Framework (DPF) program, and to view our certification, please visit https://www.dataprivacyframework.gov/.

In compliance with the Data Privacy Framework Principles, DroneDeploy commits to resolve complaints about our collection or use of your Personal Information.  EU, UK and Swiss individuals with inquiries or complaints regarding our Privacy Shield policy should first contact us using the contact details at the end of this Policy.

In compliance with the Data Privacy Framework Principles, we will give you an opportunity to choose whether your Personal Information may be used for a purpose that is materially different from the purposes for which it was originally collected or subsequently authorized by you, or if we intend to disclose it to a third party acting as a data controller that we have not previously disclosed to you.  In such circumstances, we will notify you and offer you the opportunity to opt-out of such uses and/or disclosures where non-sensitive Personal Information is involved, and to opt-in where sensitive Personal Information is involved.  To request to limit the use and disclosure of your Personal Information, please submit a written request using the contact details at the end of this Policy.

Where DroneDeploy shares Personal Information subject to the Data Privacy Framework Principles with third parties, DroneDeploy shall remain liable under the Data Privacy Framework Principles if its agent processes such Personal Information in a manner inconsistent with the Data Privacy Framework Principles unless DroneDeploy proves that it is not responsible for the event giving rise to the damage.

In compliance with the Data Privacy Framework Principles, DroneDeploy commits to resolve complaints about our collection or use of your Personal Information.  EU and Swiss individuals with inquiries or complaints regarding our Data Privacy Framework Principles should first contact DroneDeploy using the contact details at the end of this Policy. DroneDeploy has further committed to cooperate with the panel established by the EU data protection authorities (DPAs) and the Swiss Federal Data Protection and Information Commissioner (FDPIC) with regard to unresolved DPF complaints concerning data transferred from the EU, United Kingdom and Switzerland.

DroneDeploy is subject to the investigatory and enforcement powers of the Federal Trade Commission (FTC).  Under certain conditions, individuals may be able to invoke binding arbitration.

9. Data retention

We will retain Personal Information for the period necessary to fulfill the purposes for which we process it, as described in this Privacy Policy and our Master Services Agreement, unless we are required by law to keep this information for a longer period. When determining the specific retention period, we take into account various criteria, such as the type and sensitivity of the Personal Information, the type of services provided to you, the impact on our ability to provide you with certain features of our Services,  and mandatory retention periods provided by law and the statute of limitations.

10. Children’s privacy

Children’s safety is important to us, and we encourage parents and guardians to take an active interest in the online activities of their children.  Our Services are not directed to children under the age of 16, and we do not knowingly collect Personal Information from children under the age of 16.  If we learn that we have collected Personal Information from a child under the age of 16 on our Service, we will delete that information as quickly as possible.  If you believe that we may have collected any such Personal Information on our Service, please notify us at [email protected].

11. Updates to this Policy

We occasionally update this Policy.  When we do, we will also revise the “last modified” date at the beginning of the Policy.  Your continued use of our Service after such changes will be subject to the then-current policy.  We encourage you to periodically review this Policy to stay informed about how we collect, use, and disclose your information.

12. How to contact us

Unless otherwise indicated, DroneDeploy is the entity responsible for processing your Personal Information as described in this Policy.  If you wish to contact us to exercise your data rights, or have questions about this Policy or about DroneDeploy, please contact us by email at [email protected], or at:

DroneDeploy, Inc.
548 Market St. #34583
San Francisco, California 94104

If you’re based in the EU/EEA or in the United Kingdom and wish to contact us via our GDPR Representative, DataRep, you may do so by following the steps set out here.

Last Updated 11/17/2023

This California Resident Privacy Notice supplements the information and disclosures contained in DroneDeploy, Inc.’s (“DroneDeploy,” “we,” or “us”) Privacy Policy. It applies to individuals residing in California from whom we collect Personal Information as a business under the CCPA. In this notice, DroneDeploy, Inc. refers to DroneDeploy and our affiliates, including StructionSite, Inc.  Our web services, mobile solution, and all related applications, widgets, software, tools, including services provided through our DroneDeployⓇ and StructionSiteⓇ branded software products, are referred to in this Policy as our “Services”.

1. Personal Information Collection, Disclosure, and Sale

For the purposes of this notice, Personal Information means information that identifies, relates to, describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular consumer or household, or as otherwise defined by the California Consumer Privacy Act of 2018, as amended by the California Privacy Rights Act of 2020 (California Civil Code §§ 1798.100 to 1798.199) and its implementing regulations, as amended or superseded from time to time (“CCPA”).

Personal Information does not include information that is:

  1. Lawfully made available from government records.
  2. Deidentified or aggregated.
  3. Otherwise excluded from the scope of the CCPA.

The chart below provides the categories of Personal Information and Sensitive Personal Information (as defined by the CCPA) we have collected, disclosed, or sold or “shared” (for cross-context behavioral purposes) in the preceding twelve months since this notice was last updated. The examples of Personal Information and Sensitive Personal Information provided for each category reflect each category’s statutory definition and may not reflect all of the specific types of Personal Information and Sensitive Personal Information associated with each category.

Category Collected Disclosed Sold/Shared
A. Identifiers
Examples: Name, billing address, internet protocol address, email address, account name, or other similar identifiers.
Yes Yes Yes
B. Categories of Personal Information in Cal. Civ. Code Section 1798.80(e)
Examples: Name, signature, address, telephone number, bank account number, credit card number, debit card number, or any other financial information.
Yes Yes No
C. Characteristics of Protected Classifications under California or Federal Law
Examples: Age (over 40), sex (including gender), gender identity or expression, marital status, military and veteran status for our employees.
No N/A N/A
D. Commercial Information
Examples: Products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.
Yes Yes Yes
E. Biometric Information
Examples: Physiological, biological, or behavioral characteristics.
No N/A N/A
F. Internet or Other Electronic Network Activity Information
Examples: Product usage metrics and information regarding a consumer's interaction with an internet website, application or advertisement.
Yes Yes Yes
G. Geolocation Data
Example: Precise physical location.
Yes Yes No
H. Sensory Information
Examples: Audio, electronic, visual, thermal or similar information.
Yes Yes No
I. Professional or employment-related information
Examples: Current employment.
Yes Yes No
J. Non-Public Education Information (as defined in 20 U.S.C. 1232g; 34 C.F.R. Part 99)
Examples: Records that are directly related to a student maintained by an educational agency or institution or by a party acting for the agency or institution.
No N/A N/A
K. Inferences Drawn from Personal Information
Examples: Consumer profiles reflecting a consumer’s preferences, characteristics, psychological trends, predispositions,behavior, attitudes, intelligence, abilities, and aptitudes.
Yes Yes Yes
L. Sensitive Personal Information (Identifiers)
Examples: A consumer’s social security, driver’s license, state identification card, or passport number.
Yes No No
M. Sensitive Personal Information (Log-In and Financial Information)
Examples: Account log-in.
Yes No No
N. Sensitive Personal Information (Precise Geolocation)
Geolocation data used to locate a consumer within a geographic area that is equal to or less than the area of a circle with a radius of 1,850 feet.
Yes Yes No
O. Sensitive Personal Information (Group Membership)
Examples: Racial or ethnic origin, religious or philosophical beliefs, or union membership.
No N/A N/A
P. Sensitive Personal Information (Contents of Communications)
Examples: The contents of a consumer’s mail, email, and text messages unless the business is the intended recipient of the communication.
No N/A N/A
Q. Sensitive Personal Information (Genetic Data) No N/A N/A
R. Sensitive Personal Information (Identifying Biometric Information) No N/A N/A
S. Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer’s Health)n No N/A N/A
T. Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer’s Sex Life or Sexual Orientation) No N/A N/A

2. Use of Personal Information

We collect your Personal Information for the following specific business and commercial purposes:

2.1. Providing Services: We use your Personal Information to operate, maintain, enhance, and provide features of our Services, for instance to control the UAV during a traverse or flight or to provide you with analyses of the images you have captured using the UAV.
2.2. Support: We may use Personal Information to provide technical support, including diagnosing and resolving any issues you report.
2.3. Communicating with You: We may use your Personal Information to contact you, including by email, phone and text message, for administrative purposes such as to provide information that you request, to respond to comments and questions, or to ask you to provide feedback and complete surveys.
2.4. Fraud and Incident Prevention: We may use your Personal Information to detect security incidents and respond to trust and safety issues, protect against malicious, deceptive, fraudulent, or illegal activity, and prosecute those responsible for that activity.
2.5 Marketing: We may use your Person Information for marketing and advertising purposes, such as developing and providing promotional and advertising materials that may be useful, relevant, valuable or otherwise of interest to you.
2.6. Understanding Usage and Improving the Services: We may use your Personal Information that we collect through the Services to understand and analyze the usage trends and preferences of our users, to improve and repair errors in the Services, and to develop new products, services, features, and functionalities.
2.7. Auditing Interactions: We may use your Personal Information for auditing related to a current interaction with you and concurrent transactions, including, but not limited to, counting ad impressions to unique visitors, verifying positioning and quality of ad impressions, and auditing compliance with this specification and other standards.
2.8. Administrative and Legal Purposes: We may use your Personal Information to address any administrative or legal issues pertaining to DroneDeploy, including but not limited to intellectual property infringement, defamation, rights of privacy issues, to enforce our Terms of Service or other legal rights, facilitating transactions and payments, or as may be required by applicable laws and regulations or requested by any judicial process or governmental agency.
2.9. De-identification and Aggregation: We may aggregate or otherwise de-identify Personal Information and use the resulting information for other business purposes, as permitted by applicable law.
2.10. Job Applications: We may use your Personal Information to process your job application.
2.11. Other Notified Purposes: For other purposes for which we provide specific notice at the time the information is collected.

3. Collection and Disclosure of Personal Information

We have collected Personal Information from the following categories of sources:

    A. You/Your Devices: You or your devices directly.

    B. Users: Other users of our services.

    C. Resellers: Consumer data resellers.

    D. Partners: Business partners.

    E. Publis: Publicly accessible sources.

In the preceding twelve months since this notice was last updated, we disclosed Personal Information to the following categories of third parties for the purposes of marketing, auditing interactions, contracting vendors, improving our services, and providing services:

I. Advertiser Providers: Advertising technology companies, such as advertising networks.

1. Personal Information we disclosed: Identifiers, Categories of Personal Information in Cal. Civ. Code Section 1798.80(e), Commercial Information, Internet or Other Electronic Network Activity Information, Geolocation Data, Inferences Drawn for Personal Information

II. Analytics Providers.

1. Personal Information we disclosed: Identifiers, Categories of Personal Information in Cal. Civ. Code Section 1798.80(e), Commercial Information, Internet or Other Electronic Network Activity Information, Geolocation Data, Inferences Drawn for Personal Information

III. OS/Platform Provider: Operating systems and platforms.

1. Personal Information we disclosed: Identifiers, Categories of Personal Information in Cal. Civ. Code Section 1798.80(e), Commercial Information, Internet or Other Electronic Network Activity Information, Geolocation Data, Inferences Drawn for Personal Information

IV. Vendors: Vendors and service providers.

1. Personal Information we disclosed: Identifiers, Categories of Personal Information in Cal. Civ. Code Section 1798.80(e), Commercial Information, Internet or Other Electronic Network Activity Information, Geolocation Data, Inferences Drawn for Personal Information

V. Integrated Third Parties: Third parties integrated into our services.

1. Personal Information we disclosed: Identifiers and Geolocation Data

VI. Other Users: Other users of our services who can view content you make public.

1. Personal Information we disclosed: Identifiers

VII. Third Parties with Consent: Other third parties for whom we have obtained your permission to disclose your Personal Information.

1. Personal Information we disclosed: Identifiers

4. Selling and Sharing of Personal Information

In the preceding twelve months since this notice was last updated, we sold or shared Personal Information to the following categories of third parties for the purpose of marketing:

I. Advertiser Providers: Advertising technology companies, such as advertising networks.

1. Personal Information we have sold or shared: Identifiers, Commercial Information, Internet or Other Electronic Network Activity Information, Inferences Drawn for Personal Information

II. Analytics Providers.

1. Personal Information we have sold or shared: Identifiers, Commercial Information, Internet or Other Electronic Network Activity Information, Inferences Drawn for Personal Information

5. Your California Privacy Rights

If you are a California resident, you may exercise the following rights.

Right to Know and Access. You may submit a verifiable request for information regarding the: (1) categories of Personal Information collected, sold, or disclosed by us; (2) purposes for which categories of Personal Information are collected or sold by us; (3) categories of sources from which we collect Personal Information; (4) categories of third parties with whom we disclosed or sold Personal Information; and (5) specific pieces of Personal Information we have collected about you during the past twelve months.

Right to Delete. Subject to certain exceptions, you may submit a verifiable request that we delete Personal Information about you that we have collected from you.

Right to Correct. You may submit a verifiable request that we correct inaccurate Personal Information that we maintain about you.

Verification. Requests for access to, deletion of, or correct of Personal Information are subject to our ability to reasonably verify your identity in light of the information requested and pursuant to relevant CCPA requirements, limitations, and regulations. To verify your access, deletion or correction request, please follow the instructions provided in our response to your request.

You will receive an email from [email protected] asking to authenticate yourself and confirm your CCPA request. Upon validating the above, the DroneDeploy team will process your request in the timeline recommended in the CCPA.

Right to Opt Out. In some circumstances, you may opt out of the sale or sharing (for cross-context behavioral advertising purposes) of your Personal Information. Click here to opt out of the sale of your Personal Information.

Right to Limit Use and Disclosure of Sensitive Personal Information. In some circumstances, you may limit our use and disclosure of your Sensitive Personal Information. We do not use or disclose your Sensitive Personal Information for purposes other than the limited purposes permitted by the CCPA.

Right of No Retaliation. You have the right not to receive discriminatory treatment for the exercise of your CCPA privacy rights, subject to certain limitations.

Shine the Light. We do not rent, sell, or share Personal Information (as defined by California Civil Code §1798.83) about you with other people or non affiliated companies for their direct marketing purposes uses as contemplated by California’s “Shine the Light” law (Civil Code § 1798.83), unless we have your permission.

Submit Requests. To exercise your rights under the CCPA, complete this form and email it to [email protected] or contact us via the information in the Contact Information section, below.

Authorizing an Agent: If you are acting as an authorized agent to make a request to know, delete, or opt out on behalf of a California resident, please provide us with written authorization signed by the resident, and we will contact you and the resident with further steps required to verify the resident’s identity.

6. Additional Disclosures

Minors. We do not knowingly sell or share (for cross-context behavioral advertising purposes) Personal Information of consumers under 16 years of age.

Opt-Out Preference Signals. You may also opt out of the sale or sharing (for cross-context behavioral advertising purposes) of your Personal Information by turning on the Global Privacy Control (GPC) in participating browser systems. You will need to turn the GPC on for each browser you use. To learn more about the GPC, visit the Global Privacy Control website.

7. Contact Information

If you have any questions, comments, or concerns about our processing activities, or you would like to exercise your privacy rights please email us at [email protected] or write to us at:

DroneDeploy, Inc.

548 Market St. #34583

San Francisco, California 94104

Last Updated 08/01/2023

We know your privacy is important to you, and at DroneDeploy, your privacy is important to us as well. So is being transparent about how we gather, use, and share information about you.

DroneDeploy Limited and its subsidiaries and affiliates (collectively, “DroneDeploy”, “we” or “us”) have prepared this Recruitment Privacy Notice (“Notice”) to inform candidates and job applicants about the processing of personal data in the context of their application and recruitment.

What is Covered by this Notice

This Notice applies to the processing of personal data of job applicants and candidates for employment (collectively, “Applicants”, “you” or “your”) at DroneDeploy in the European Economic Area, the United Kingdom or Switzerland (“Europe”) as well as any other jurisdiction in which the position to which this Notice is posted.  

For the purpose of this Notice, “personal data” means information relating to an identified or identifiable individual, and “processing” means any operation or set of operations performed on personal data, whether or not by automated means, such as creating, collecting, accessing, recording, organizing, storing, altering, retrieving, using, disclosing or destroying the data. Within the category of personal data, there are “special categories of personal data”, which require a greater degree of protection whilst processing.  This includes data on physical and mental health, racial or ethnic origin, political opinions, trade union membership, religious beliefs, sexual life and genetic and biometric data.

Personal Data We Process

DroneDeploy may collect the following categories of personal data directly from you:

  1. Identification information, including name, date and place of birth, language.
  2. Contact details, including phone number, email address and mailing address.
  3. Application information, including your application form, CV, cover letter, references, educational and professional qualification, employment history, rehiring information, promotion information, lateral move information, desired compensation and position changes.
  4. Assessment information, including recordings of video interviews and results of online assessments.

DroneDeploy may collect the following categories of personal data from third parties:

  1. Professional social media information. If you include a professional social media link or identifier in your application, we may retrieve information about your professional social media presence from such social media sites.

We will only collect and process special categories of personal data (including data regarding criminal convictions and offenses) where this is necessary and relevant for the position you are applying to, and where authorized by law.

Where required, we indicate whether and why you must provide us with personal data, as well as the consequences of failing to do so. If you do not provide personal data when requested, we may not be able to manage the recruitment process.

How We Use Personal Data

DroneDeploy may processes your personal data for the following purposes:

  1. Evaluating your job application, including registering your application, assessing your job application in view of a potential recruitment, communicating with you about your application.
  2. Background screening, including screening of educational and professional background prior to employment.
  3. Future recruitment, including maintaining a database of job candidates in order to be able to contact potential candidates if any future job opportunities match their profile.
  4. Compliance, including complying with applicable legal requirements, industry standards, our policies, and performing audits.
  5. Protecting DroneDeploy, including responding to legal claims and otherwise protecting our rights and interests to the extent permitted by law.

DroneDeploy only processes your personal data when we have a lawful basis to do so, including when:

  • Necessary to enter into or to perform our agreement with you;
  • You have consented to the use of your personal data;
  • We have a legal obligation to use your personal data, for example to comply with tax and accounting obligations;
  • We are authorized by law to use certain special categories of data, or data related to criminal offenses, for example to conduct background checks; or
  • DroneDeploy or a third party has a legitimate interest in using your personal data. We only rely on our or a third party’s legitimate interests to process your personal data when these interests are not overridden by your rights and interests. In particular, we have a legitimate interest in assessing and evaluating job applicants before making an offer for employment, in order to ensure the good functioning of our business.

How We Share Your Personal Data

DroneDeploy may share your personal data:

  • with DroneDeploy’s group of companies, including headquarters in the United States, our affiliates and other entities within the DroneDeploy group;
  • with our service providers who perform services on our behalf such as talent management and assessment companies or entities providing online interviewing services, and other service providers appointed by DroneDeploy;
  • with our business partners and entities who provide products or services, such as hosting;  
  • with other third-parties as required by law or when we believe that disclosure is necessary to protect the interests, rights, property, or safety of DroneDeploy, its employees or others, or to comply with a judicial proceeding, court order, or governmental or regulatory request or legal process served on us; and
  • with an acquirer, successor, or assignee of our company as part of any merger, acquisition, debt financing, sale of assets, or similar transaction, or in the event of an insolvency, bankruptcy, or receivership in which information is transferred to one or more third parties as one of our business assets.

International Data Transfers

We may transfer your personal data to the United States, where we are headquartered. The United States laws governing data collection and use may differ from those in your country. When we transfer personal data outside of Europe and other jurisdictions, we implement appropriate safeguards in accordance with applicable data protection laws, such as the European Commission’s Standard Contractual Clauses. For more information about international data transfers, please contact us as specified in the “Contact Us” section below.

Your Rights and Choices

You have several rights and choices with regard to our use of your personal data.

  • When we process your personal data based on your consent, you have the right to withdraw your consent at any time and free of charge. We will apply your choice going forward and this will not affect the lawfulness of the processing before you withdrew your consent.
  • You may request access to and information about the personal data we maintain about you, update and correct inaccuracies in your personal data, restrict or object to the processing of your personal data, have your personal data anonymized or deleted, as appropriate, or exercise your right to data portability to easily transfer your personal data to another company. Note that there are exceptions and limitations to each of these rights. You always have the right to lodge a complaint with your local data protection authority.

If you would like to exercise these rights, please contact us as specified in the “Contact Us” section below.

Security

We maintain administrative, technical and physical safeguards designed to protect the personal data you provide or we collect against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use.

Unless otherwise indicated, DroneDeploy is the entity responsible or “data controller” for the data processing described in this Notice.

If you have questions about this Notice, please contact us via email at [email protected] or via regular mail at:

DroneDeploy Limited
c/o DroneDeploy, Inc.
548 Market St. #34583
San Francisco, California 94104

Last Updated 11/3/2021

To support delivery of our Services, DroneDeploy may engage and use data processors with access to certain Customer Content through our DroneDeployⓇ and StructionSiteⓇ branded products (each, a “Subprocessor”). This page provides important information about the identity, location and role of each Subprocessor.

Terms used on this page but not defined have the meaning set forth in the Master Services Agreement or superseding written agreement between Customer and DroneDeploy (the "Agreement").

Third Parties

DroneDeploy currently uses third party Subprocessors to provide infrastructure services and other customer activities described below. Prior to engaging any third party Subprocessor, DroneDeploy performs diligence to evaluate their privacy, security and confidentiality practices.

Infrastructure Subprocessors

DroneDeploy may use the following Subprocessors to host Customer Data or provide other infrastructure that helps with delivery of our Services:

Entity Name Subprocessing Activities Entity Country
Amazon Web Services, Inc.
Cloud Service Provider United States
Clouflare Content delivery network United States
Google LLC Cloud service provider United States
MongoDB Cloud service provider United States
Heroku Cloud service provider United States

Other Subprocessors

DroneDeploy may use the following Subprocessors to perform other Service functions:

Entity Name Subprocessing Activities Entity Country
Adobe Marketo
Marketing automation United States
Airbus LLC Airspace authorization provider United States
Aiven, Inc Cloud database service provider United States
Auth0, Inc. User Authentication United States
Chameleon Intelligent Tech Inc. Product Adoption Platform United States
Functional Software, Inc. d/b/a Sentry Cloud-based product support services United States
Honeybadger Industries LLC Application error monitoring United States
Intercom, Inc. Customer support chat United States
Mailgun Technologies, Inc. Email distribution United States
Metabase, Inc. Reporting and dashboards United States
Mixpanel, Inc. Product analytics United States
Okta, Inc. Identity provider United States
Optimizely, Inc. User testing United States
Oracle America, Inc. Billing and payments United States
Outreach Corporation Outbound email service United States
OwnBackup Data backup United States
salesforce.com, inc. Customer relationship management United States
Segment.io, Inc. Cloud-based product support services United States
Sisense Ltd. Customer reporting and dashboards United States
Skilljar, Inc. Cloud-based training services United States
Stripe, Inc. Payment processing United States
Truly Technologies, Inc. Virtual phone service United States
Twilio Inc. Cloud-based product support services; email distribution (SendGrid) United States
Zendesk, Inc. Cloud-based product support services United States

Updates

As our business grows and evolves, the Subprocessors we engage may also change. We will endeavor to provide the owner of Customer’s account with notice of any new Subprocessors to the extent required under the Agreement, along with posting such updates here. Please check back frequently for updates.

Last Updated: March 9, 2023

These Beta Services Terms (“Terms”) describe your rights and responsibilities when accessing the Beta Services (defined below).  These Terms supplement any other active, duly executed contract that you have with DroneDeploy, and any definitions used in such agreement apply to these Terms.  To the extent of any conflict or inconsistency between the provisions in these Terms and the Agreement, these Terms shall control.

By indicating your acceptance to these Terms, or enabling or using a Beta Service, you agree to be bound by these Terms on behalf of the owner of the account you are registering or using (such owner, “Customer” or “you”) and represent that you are authorized to bind them to these Terms.  If you do not have such authority or do not agree to these Terms, you may not use the Beta Services.  

We may modify these Terms from time to time. We will post notice of modifications to these Terms on this page. If you do not agree to the modified Terms, you should discontinue your use of the Beta Services.

  1. Beta Services. From time to time, DroneDeploy may make certain Services, features or functionality available to Customer, at no charge, which may be designated by DroneDeploy as a beta, pilot, limited release, developer preview, non-production, evaluation, or by a similar description, to be used in conjunction with or separate from the Services, as applicable (“Beta Services”). Pursuant to the terms hereof, DroneDeploy agrees to allow Customer to test and evaluate the Beta Services and Customer may choose to try such Beta Services or not in its sole discretion. Beta Services are intended for evaluation purposes, are not generally available, may contain bugs and errors, and may be subject to additional terms as set forth in any associated documentation.  Customer acknowledges that DroneDeploy may utilize the services of certain additional Subprocessors to provide the Beta Services, which will be identified at https://dronedeploy.com/legal/subprocessors (the “Service-Specific Subprocessors”), and Customer hereby authorizes DroneDeploy to engage the Service-Specific Subprocessors.  
  2. No Performance or Uptime Warranties. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, CUSTOMER ACKNOWLEDGES AND AGREES THAT THE BETA SERVICES ARE PROVIDED “AS-IS” WITH RESPECT TO THEIR PERFORMANCE, SPEED, FUNCTIONALITY, SUPPORT, AND AVAILABILITY AND DRONEDEPLOY WILL HAVE NO LIABILITY OR OBLIGATION FOR ANY HARM OR DAMAGE ARISING FROM DEFICIENCIES THEREWITH.
  3. Feedback. Customer agrees to provide ongoing feedback to DroneDeploy regarding the Beta Services. Customer grants DroneDeploy an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to Customer or any Authorized User.
  4. Publicity. Provided that DroneDeploy obtains Customer’s prior written consent (via email is permitted), DroneDeploy may use Customer’s name or logo or upon DroneDeploy’s request, a mutually-agreed upon comment, quotation or statement related to Customer’s use of the Beta Services, each of which may be used by DroneDeploy as a reference for marketing or promotional purposes in connection with the Beta Services (“Publicity Rights”). The parties acknowledge and agree that Publicity Rights are not a requirement for Customer to test or evaluate the Beta Services.
  5. Confidentiality. Subject to the “Publicity” section, Customer agrees that any associated functionality or product information; any features or functions of the Beta Services that are disclosed by DroneDeploy to Customer and are not publicly available including, without limitation, non-public or pre-release tools, products, environments or APIs and any associated documentation, and any and all data or information contained therein; and Customer’s participation in the Beta Services program constitute DroneDeploy’s Confidential Information, as defined in the Agreement. 
  6. Limitation of Liability.  IN NO EVENT SHALL DRONEDEPLOY OR ITS  AFFILIATES BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL AND/OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS AND/OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND WHETHER OR NOT FOR BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), VIOLATION OF STATUTE, OR OTHERWISE, AND WHETHER OR NOT DRONEDEPLOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, DRONEDEPLOY’S MAXIMUM LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
  7. Term and Termination. Notwithstanding anything to the contrary in the Agreement, these Terms commence on the date you indicate your acceptance to the Terms, or enable or use a Beta Service, whichever is earliest, and will remain in effect unless either party provides written notice of termination upon ten (10) days’ written notice to the other. Customer’s right to use any particular Beta Service will commence on the date DroneDeploy makes such Beta Service available to Customer, and will end on the earlier of (a) the date DroneDeploy makes such Beta Service generally available within, or as an add-on to, the Services, or (b) the termination date of such Beta Service following ten (10) days’ written notice by Customer. Customer acknowledges and agrees that DroneDeploy may discontinue making any particular Beta Service available to Customer at any time in its sole discretion, and may never make the Beta Service generally available as part of, or an add-on to, the Services, and that its decision to purchase the Services was not and is not contingent on the delivery of any future functionality or features within the Beta Services.  Sections 1, 3, 4, and 6-8 shall survive termination of these Terms.

Agreements and Terms
 

Terms of Service

Master Services Agreement

Privacy

Privacy Policy  

Data Processing Agreement

Subprocessors

California Resident Privacy Notice  

If you acquired Services from DroneDeploy subject to these Educational Use Terms (“Terms”), as stated in the Order Form, then these Terms apply to your use of the Services. These Terms are a supplement to any other active, duly executed contract that you have with DroneDeploy, and any definitions used in such agreement apply to these Terms.

We may modify these Terms from time to time. Such modifications will take effect on the stated update date unless you have a then-active Order Form for a specified term, in which case such changes will take effect for any extensions or renewal terms. We will post notice of modifications to these Terms on this page. If you do not agree to the modified Terms, you should discontinue your use of the Services.

  1. Qualified Educational Institution.
  2. Customer hereby certifies and agrees that it is a Qualified Educational Institution (as defined below). Failure to qualify as a Qualified Educational Institution is a violation of these Terms.
  3. Qualified Educational Institution” means an educational institution that has been accredited by an authorized governmental agency within its applicable local, state, provincial, federal, or national government and has the primary purpose of teaching its enrolled students. Examples of Qualified Educational Institutions include, without limitation, public or private:
  4. Middle schools and high schools;
  5. Junior colleges;
  6. Colleges, universities and technical schools; and
  7. Home school programs which belong to a nationally recognized home-schooling body or are expressly recognized by a local school governing body as an acceptable alternative to an accredited educational institution.
  8. Specifically excluded, without limitation, from the definition of Qualified Educational Institution are:
  9. Non-accredited educational institutions;
  10. Training centers;
  11. Churches;
  12. Hospitals, healthcare systems & research laboratories;
  13. Libraries; and
  14. Museums.
  15. Educational Use Restrictions.
  16. The Services may be used by Customer solely for Customer’s internal educational and training purposes (the “Approved Use”). Any use by Customer of the Services other than the Approved Use is a violation of these Terms.
  17. Use of the Services by the facilities department of a Qualified Educational Institution does not meet the requirements of an educational or training purposes as described in these Terms and is not an Approved Use.
  18. Any use by Customer of the Services other than the Approved Use is a violation of these Terms.
  19. Public Educational Institutions. If you are a Qualified Educational Institution that is majority-owned by or is a legal branch or agency of a state or local government in the United States or Canada (a “Public Educational Institution”), then notwithstanding anything to the contrary in your agreement with DroneDeploy, any such agreement with DroneDeploy (including the terms related to indemnification) will be governed by and construed in accordance with the laws of the State or Province of the main campus for such Public Educational Institution. Such laws shall govern without reference to the conflicts-of-laws rules thereof. The UN Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act shall not apply (and are excluded from the laws governing). In addition, each party agrees that any claim, action or dispute arising under or relating to the agreement will be brought exclusively in (and the parties will be subject to the exclusive jurisdiction of) the local courts of the county in which the main campus of Public Educational Institution is located, or the administrative tribunal having exclusive jurisdiction over disputes involving Public Educational Institution, as applicable.
  20. Children’s Privacy. Customer may not allow children under the age of 16 to create an account with DroneDeploy or to otherwise share any of their personal information with DroneDeploy.
  21. Violations. Without limiting DroneDeploy’s other rights and remedies, Customer agrees to pay for any use of the Services in violation of these Terms at DroneDeploy’s then-current standard rates.

Last Updated 11/3/2021


This California Data Processing Agreement (“California DPA”) is incorporated into and forms part of the Master Services Agreement (the “Agreement”) between DroneDeploy, Inc. (together with its affiliates, “Company”) and the customer defined in the Agreement (“Customer”). If Customer shares Personal Information from the State of California, then, by agreeing to the terms of the Agreement containing a link to this California DPA, Customer is deemed to have signed this California DPA, including its Annexes, as of the effective date of the Agreement. This California DPA prevails over any conflicting terms of the Agreement but does not otherwise modify the Agreement.

1. Definitions. For the purposes of this California DPA:

1.1 “CCPA” means the California Consumer Privacy Act of 2018 as amended by the California Privacy Rights Act of 2020 (California Civil Code §§ 1798.100 to 1798.199).

1.2. “Personal Information,” “Share,” “Shared,” “Sharing,” “Sale,” “Selling,” “Business,” “Service Provider,” “Contractor,” “Consumer,” “Processing,” “Process,” and “Processed” have the meaning defined in the CCPA.

1.3. “Customer Personal Information” means Personal Information provided by Customer to, or which is collected on behalf of Customer by, Company to provide services, to Customer pursuant to the Agreement.

1.4. “Services” has the meaning given to it in the Agreement. The services include services provided through the Company’s DroneDeployⓇ and StructionSiteⓇ branded software products.

2. Scope, Roles, and Termination.

2.1. Applicability - This California DPA applies only to Company’s Processing of Customer Personal Information for the nature, purposes, and duration set forth in Annex I.

2.2. Roles of the Parties - For the purposes of the Agreement and this California DPA, Customer is the Party responsible for determining the purposes and means of Processing Customer Personal Information as the Business and appoints Company as a Service Provider or Contractor to Process Customer Personal Information on behalf of Customer for the limited and specific purposes set forth in Annex I.

3. Compliance.

3.1. Compliance with Obligations - Company, its employees, agents, subcontractors, and sub-processors (a) shall comply with the obligations of the CCPA, (b) shall provide the level of privacy protection required by the CCPA, (c) shall provide Customer with all reasonably-requested assistance to enable Customer to fulfill its own obligations under the CCPA, and (d) understand and shall comply with this California DPA.

3.2. Compliance Assurance - Customer has the right to take reasonable and appropriate steps to ensure that Company uses Customer Personal Information consistent with Customer’s obligations under the CCPA.

3.3. Compliance Remediation – Company shall promptly notify Customer if it determines that it can no longer meet its obligations under the CCPA. Upon receiving notice from Company in accordance with this subsection, Customer may direct Company to take reasonable and appropriate steps to stop and remediate unauthorized use of Customer Personal Information.

4. Restrictions on Processing.

4.1. Limitations on Processing - Company will Process Customer Personal Information solely as instructed in the Agreement and this California DPA. Except as expressly permitted by the CCPA, Company is prohibited from (i) Selling or Sharing Customer Personal Information, (ii) retaining, using, or disclosing Customer Personal Information for any purpose other than for the specific purpose of performing the services specified in Annex I, (iii) retaining, using, or disclosing Customer Personal Information outside of the direct business relationship between the Parties, and (iv) combining Customer Personal Information with Personal Information obtained from, or on behalf of, sources other than Customer.

4.2. Subcontractors; Sub-processors – Company’s current subcontractors and sub-processors are available at https://dronedeploy.com/legal/subprocessors. If Customer wishes to receive notification of new subcontractors and sub-processors, it should send an email to [email protected] with the subject line “Subscribe to Subprocessor updates.” Further, Company shall ensure that Company’s subcontractors or sub-processors who Process Customer Personal Information on Company’s behalf agree in writing to the same or equivalent restrictions and requirements that apply to Company in this California DPA and the Agreement with respect to Customer Personal Information, as well as to comply with the CCPA.

5. Consumer Rights.

5.1. Company provides Customer with tools to enable Customer to respond to a Consumer rights’ requests to exercise their rights under the CCPA regarding Customer Personal Information. To the extent Customer is unable to respond to a Consumer’s request using these tools, Company shall provide commercially reasonable assistance to Customer for the fulfillment of Customer’s obligations to respond to CCPA-related Consumer rights requests.

5.2. If Company, directly or indirectly, receives a request submitted by a Consumer to exercise a right it has under the CCPA in relation to that Consumer’s Personal Information

5.3. Company may charge Customer a reasonable fee for assistance under this Section 5. If Company is at fault, Company and Customer shall each bear their own costs related to assistance.

6. Exemptions.

6.1. Notwithstanding any provision to the contrary in the Agreement or this California DPA, the terms of this California DPA shall not apply to Company’s Processing of Customer Personal Information that is exempt from the CCPA.

7. Sale of Information.

7.1. The Parties acknowledge and agree that the exchange of Personal Information between the Parties does not form part of any monetary or other valuable consideration exchanged between the Parties with respect to the Agreement or this California DPA.

8. Changes to the CCPA.

8.1. The Parties agree to cooperate in good faith to enter into additional terms to address any modifications, amendments, or updates to the CCPA.

9. Notifications.

9.1. Customer will send all notifications, requests and instructions under this California DPA to Company’s Legal Department via email to [email protected]. Company will send all notifications under this California DPA to Customer’s account owner email address, or to the email address(es) for which Customer elects to receive legal communications.

10. Liability.

10.1. Subject to any limitation of liability set out in the Agreement, to the extent permitted by applicable law, where Company has paid damages or fines, Company is entitled to claim back from Customer that part of the compensation, damages or fines, corresponding to Customer’s part of responsibility for the damages or fines.

10.2. Company’s liability arising out of or related to this California DPA, whether in contract, tort or under any other theory of liability, is subject to the “Limitation of Liability” section of the Agreement, and any reference in such section to the liability of Company means the aggregate liability of Company under the Agreement and all DPAs between Company and Customer together.

11. Termination.

11.1. This California DPA is terminated upon the termination of the Agreement.

12. Modification of this DPA

12.1. Company may modify this California DPA upon notice to Customer to the extent required to comply with changes to the CCPA. Other than as set forth in the preceding sentence, this California DPA may only be modified by a written amendment signed by both Company and Customer.

13. Invalidity and severability

13.1. If any provision of this California DPA is found by any court or administrative body of competent jurisdiction to be invalid or unenforceable, then the invalidity or unenforceability of such provision does not affect any other provision of this California DPA and all provisions not affected by such invalidity or un-enforceability will remain in full force and effect.

ANNEX I

1. Categories of Personal Information Transferred:

1.1. Customers may submit Personal Information to the Services, the extent to which is determined and controlled by the Customer and which may include, but is not limited to, the following categories of Personal Information:

  • First and last name;
  • Title;
  • Position;
  • Employer;
  • Contact information (company, email, phone, physical business address);
  • Professional life data;
  • Personal life data;
  • Geolocation data; and/or
  • Localization data.

1.2. Nature of the Processing:

  • The data will be transferred for the provision of the Services to Customer.

1.3. Purpose of the Processing:

  • Performing services on behalf of the Customer, including Processing Customer data and providing analytic, implementation and similar services on behalf of the Customer. The services include services provided through the Company’s DroneDeployⓇ and StructionSiteⓇ branded software products.

1.4. Duration of the Processing:

  • The data will be Processed for the duration of the Agreement.

Last Updated: March 10, 2023

This California Employee Privacy Notice supplements the information and disclosures
contained in DroneDeploy, Inc.’s (“DroneDeploy,” “we,” or “us”) Privacy Policy. It applies to
job applicants, employees, owners, directors, officers, or contractors residing in California
from whom we collect Personal Information as a business under the CCPA.

1. Personal Information Collection, Disclosure, and Sale

For the purposes of this notice, Personal Information means information that identifies,
relates to, describes, is reasonably capable of being associated with, or could reasonably
be linked, directly or indirectly, with a particular consumer or household, or as otherwise
defined by the California Consumer Privacy Act of 2018, as amended by the California
Privacy Rights Act of 2020 (California Civil Code §§ 1798.100 to 1798.199), and its
implementing regulations, as amended or superseded from time to time (“CCPA”).


Personal Information does not include information that is:

● Lawfully made available from government records.
● Deidentified or aggregated.
● Otherwise excluded from the scope of the CCPA.


The chart below provides the categories of Personal Information and Sensitive Personal
Information (as defined by the CCPA) from job applicants, employees, owners, directors,
officers, or contractors we have collected, disclosed, or sold or “shared” (for cross-context
behavioral purposes) in the preceding twelve months since this notice was last updated.
The examples of Personal Information and Sensitive Personal Information provided for
each category reflect each category’s statutory definition and may not reflect all of the
specific types of Personal Information and Sensitive Personal Information associated with
each category.

Category Collected Disclosed Sold/Shared
A. Identifiers
Examples: Name, address, email address, social security number, driver’s license number, passport number, or other similar identifiers.
Yes Yes No
B. Categories of Personal Information in Cal. Civ. Code Section 1798.80(e)
Examples: Name, signature, social security number, address, telephone number, passport number, driver’s license or state identification card number, health insurance information, education, employment, employment history, bank account number, credit card number, debit card number, or any other financial information.
Yes Yes No
C. Characteristics of Protected Classifications under California or Federal Law
Examples: Age (over 40), race or color, ancestry or national origin, religion or creed, mental or physical disability, sexual orientation, sex (including gender), gender identity or expression, marital status, military and veteran status for our employees.
Yes Yes No
D. Commercial Information
Examples: Products or services purchased, obtained, or considered, or other purchasing or consuming histories or tendencies.
No N/A N/A
E. Biometric Information
Examples: Physiological, biological, or behavioral characteristics.
No N/A N/A
F. Internet or Other Electronic Network Activity Information
Examples: Product usage metrics and information regarding a consumer's interaction with an internet website, application or advertisement
Yes No No
G. Geolocation Data
Example: Precise physical location.
No N/A N/A
H. Sensory Information
Examples: Audio, electronic, visual, thermal, olfactory, or similar information.
Yes Yes No
I. Professional or employment- related information
Examples: Job application or resume information, past and current job history, and job performance information.
Yes Yes No
J. Non-Public Education Information (as defined in 20 U.S.C. 1232g; 34 C.F.R. Part 99)
Examples: Records that are directly related to a student maintained by an educational agency or institution or by a party acting for the agency or institution.
No N/A N/A
K. Inferences Drawn from Personal Information
Examples: Consumer profiles reflecting a consumer’s preferences, characteristics, psychological trends, predispositions, behavior, attitudes, intelligence, abilities, and aptitudes.
No N/A N/A
L. Sensitive Personal Information (Identifiers)
Examples: A consumer’s social security, driver’s license, state identification card, or passport number.
Yes Yes No
M. Sensitive Personal Information (Log-In and Financial Information)
Examples: Account log-in, financial account, debit card, or credit card number in combination with any required security or access code, password, or credentials allowing access to an account.
Yes Yes No
N. Sensitive Personal Information (Precise Geolocation)
Geolocation data used to locate a consumer within a geographic area that is equal to or less than the area of a circle with a radius of 1,850 feet.
No N/A N/A
O. Sensitive Personal Information (Group Membership)
Examples: Racial or ethnic origin, religious or philosophical beliefs, or union membership.
Yes Yes No
P. Sensitive Personal Information (Contents of Communications)
Examples: The contents of a consumer’s mail, email, and text messages unless the business is the intended recipient of the communication.
Yes Yes No
Q. Sensitive Personal Information (Genetic Data)
No N/A N/A
R. Sensitive Personal Information (Identifying Biometric Information)
No N/A N/A
S. Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer’s Health)
Yes Yes No
T. Sensitive Personal Information (Personal Information Collected and Analyzed Concerning a Consumer’s Sex Life or Sexual Orientation)
Yes Yes No

2. Use of Personal Information

We collect your Personal Information for the following specific business and commercial
purposes:

1. Recruitment: To receive, evaluate, and process job applications, verify your
information and conduct background checks, as permitted by law, communicate with
you about the recruitment process and your application, schedule interviews, and
improve the recruitment process.

2. HR Operations: To fulfill your employment agreement, manage employee
onboarding, promotions, transfers, and secondments, manage HR related claims
and litigation, provide training, performance reviews, and evaluations, manage
business and travel expenses, and create reports for workforce planning, such as
headcount and employee turnover.

3. Payroll and Benefits: To administer pay and benefits, process business and travel
expense reimbursements, calculate tax and social security withholdings, comply with
wage garnishment orders, and process leaves.

4. IT and Security: To provide IT and security support, manage IT resources and
provision of new IT applications, manage log-in credentials, monitor IT systems and
networks for suspicious activity, detect intrusions, and monitor and control access to
facilities to protect us, our personnel, and property.

5. Legal and Compliance: To comply with legal obligations regarding HR analytics,
including requests from government statistics services, process conflict of interest
reporting, process employee work-related claims, such as worker compensation or
insurance claims, ensure compliance with our employee policies and security
requirements, gather evidence for and to support any internal investigations, litigation,
disciplinary action, termination, or related activities, protect, enforce, and defend the
legal rights, privacy, safety, or property of us and our employees, agents, and
contractors, protect against fraud and manage risk, and comply with applicable laws, regulations, legal processes, or enforceable governmental requests.

6. Acquisition or Merger: To manage acquisitions, mergers, and reorganizations or
sale of some or all of a company.

7. Other Business Purposes: For other purposes that you would reasonably expect,
or for which we provide specific notice at the time the information is collected.

3. Collection and Disclosure of Personal Information

We collect Personal Information from the following categories of sources:

You: You directly.

Vendors: Vendors and service providers. For example, we collect information
derived from criminal record and prior employment verifications from background
check providers at the time of first employment.

In the preceding twelve months since this notice was last updated, we disclosed Personal
Information to the following categories of third parties for the purposes of HR operations,
payroll, and benefits:

Vendors: Vendors and service providers.

Personal Information we disclosed:

Identifiers, Categories of Personal Information in Cal. Civ. Code Section 1798.80(e),
Characteristics of Protected Classification under California or Federal Law, Sensory
Information, Professional or Employment-related Information, Sensitive Personal
Information (Identifiers), Sensitive Personal Information (Log-In and Financial
Information), Sensitive Personal Information (Group Membership), Sensitive
Personal Information (Contents of Communications), Sensitive Personal Information
(Personal Information Collected and Analyzed Concerning a Consumer’s Health),
Sensitive Personal Information (Personal Information Collected and Analyzed
Concerning a Consumer’s Sex Life or Sexual Orientation)

4. Your California Privacy Rights

If you are a California resident, you may exercise the following rights.

Right to Know and Access. You may submit a verifiable request for information regarding
the: (1) categories of Personal Information collected, sold, or disclosed by us; (2) purposes
for which categories of Personal Information are collected or sold by us; (3) categories of
sources from which we collect Personal Information; (4) categories of third parties to whom
we disclosed or sold Personal Information; and (5) specific pieces of Personal Information
we have collected about you during the past twelve months.


Right to Delete. Subject to certain exceptions, you may submit a verifiable request that we
delete Personal Information about you that we have collected from you.


Right to Correct. You may submit a verifiable request that we correct inaccurate Personal
Information that we maintain about you.


Verification. Requests for access to, deletion of, or correction of Personal Information are
subject to our ability to reasonably verify your identity in light of the information requested
and pursuant to relevant CCPA requirements, limitations, and regulations. To verify your
access, deletion, or correction request, please follow the instructions provided in our
response to your request.


You will receive an email from our Human Resources team asking to authenticate yourself
and confirm your CCPA request. Upon validating the above, the DroneDeploy team will
process your request in the timeline recommended in the CCPA.


Right to Opt Out. In some circumstances, you may opt out of the sale or sharing (for
cross-context behavioral advertising purposes) of your Personal Information. We do not sell
or share (for cross-context behavioral advertising purposes) your Personal Information,
including if you are under 16 years old.


Right to Limit Use and Disclosure of Sensitive Personal Information. In some
circumstances, you may limit our use and disclosure of your Sensitive Personal
Information. We do not use or disclose your Sensitive Personal Information for purposes
other than the limited purposes permitted by the CCPA.


Right of No Retaliation. You have the right not to receive discriminatory treatment for the
exercise of your CCPA privacy rights, subject to certain limitations, including if you are an
employee, applicant, or independent contractor of our business.
Submit Requests. To exercise your rights under the CCPA, please complete this form and
email it to [email protected], or contact us via the information in the Contact
Information section, below.

Authorizing an Agent: If you are acting as an authorized agent to make a request to
know, delete, correct, or opt out on behalf of a California resident, please provide us with
written authorization signed by the resident, and we will contact you and the resident with
further steps required to verify the resident’s identity.

5. Contact Information

If you have any questions, comments, or concerns about our processing activities, or you
would like to exercise your privacy rights please email us at [email protected] or
write to us at:
DroneDeploy, Inc.
548 Market St. #34583
San Francisco, California 94104


Last Reviewed and Updated: April 20, 2023