"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

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Last Updated: March 10, 2023

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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

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:

‍

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

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:

Other Subprocessors

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

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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.
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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.  
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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.

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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.  
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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.
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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.
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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.
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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. 
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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.
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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.

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Agreements and Terms
 

Terms of Service

   
• 7/30/2020
 

Master Services Agreement

   
• 12/14/2021
   
• 11/3/2021
 

Privacy

Privacy Policy  

   
• 11/03/2021
   
• 8/28/2018
 

Data Processing Agreement

   
• 11/3/2021
 

Subprocessors

   
• 11/3/2021
 

California Resident Privacy Notice  

   
• 07/24/2022
 

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