Terms of Service

These Terms of Service (these “Terms”) form a binding agreement between you and Updrone, Inc. (“Updrone,” “we,” “us,” or “our”) and govern your access to and use of the Updrone platform, websites, mobile applications, APIs, capture clients, and related services (collectively, the “Service”).

By creating an account, accessing, or using the Service, or by clicking to accept these Terms, you agree to them. If you are entering into these Terms on behalf of a company or other organization, you represent and warrant that you have authority to bind that organization, and “you” and “your” refer to that organization. If you do not agree to these Terms, do not access or use the Service.

PLEASE READ SECTION 29 CAREFULLY. IT REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. YOU MAY OPT OUT OF ARBITRATION WITHIN 30 DAYS OF FIRST ACCEPTING THESE TERMS, AS SECTION 29.7 DESCRIBES, WITHOUT ANY EFFECT ON THE REST OF THESE TERMS OR ON YOUR USE OF THE SERVICE. PLEASE ALSO READ SECTIONS 6, 7, 22, 23, 24 AND 25, WHICH ALLOCATE RESPONSIBILITY FOR YOUR FLIGHT OPERATIONS AND LIMIT OUR LIABILITY.

In these Terms, the following capitalized terms have the meanings given below. Other terms are defined where they first appear.

Updrone provides software for drone-capture businesses — an operating system that helps a business capture from supported devices, turn that capture into 3D scenes and Deliverables, and run the customer relationship around it. Updrone licenses software. Updrone does not sell capture services.

UPDRONE DOES NOT OPERATE AIRCRAFT, PERFORM FLIGHTS, EMPLOY OR SUPPLY PILOTS, OR PROVIDE CAPTURE, SURVEYING, ENGINEERING, INSPECTION, APPRAISAL, OR PILOTING SERVICES OF ANY KIND. THE SERVICE DISPLAYS AND ORGANIZES THE RECORDS, IMAGERY, MEASUREMENTS, AND OTHER DATA THAT YOU AND YOUR END CUSTOMERS PROVIDE.

Subject to these Terms and to payment of the applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service and the Documentation for your internal business purposes during the Subscription Term.

We may add, change, deprecate, or remove features over time. We will not make a change that materially degrades the core functionality of the Service during a paid Subscription Term without providing reasonable prior notice; if we do, and the change materially and adversely affects your use, you may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees as your exclusive remedy. Changes required for security, legal compliance, or to address a third-party dependency may take effect immediately.

Supported hardware is not universal. The Service reconstructs position from metadata written by the capture device, and equipment that does not record it produces materially different results. Supported devices are identified in the Documentation and on our marketing pages, and you are responsible for confirming compatibility before you rely on the Service for a job.

To use most of the Service you must register for an account. You agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for safeguarding your credentials, for enabling available account-protection features, and for all activity that occurs under your account, whether or not authorized by you. You agree to notify us promptly at the security address in Section 34 of any suspected unauthorized use.

You must be at least 18 years old and able to form a binding contract. Each Authorized User must have their own credentials; credentials may not be shared, and a single set of credentials may not be used by more than one individual.

You are responsible for the acts and omissions of every Authorized User and of anyone you grant access to your Workspace, including your End Customers, as though they were your own. You will ensure that each of them complies with these Terms and the Acceptable Use Policy (/acceptable-use), you will provision and promptly deprovision access appropriately, and a breach by any of them is a breach by you.

A Workspace administrator can access, modify, export, restrict, and delete Tenant Content and Authorized User accounts within that Workspace. If you access the Service using an email address assigned to you by an organization, that organization may assert administrative control over your account. As between Updrone and you, the account holder of record controls the Workspace, and we will act on the instructions of the administrator we have on record.

Our Acceptable Use Policy (/acceptable-use) sets out these rules in full and is incorporated into these Terms by reference. We may investigate suspected violations, and we may remove or disable access to content and suspend or limit access as described in Section 28 to protect the Service, our customers, or third parties.

The restrictions on reverse engineering and on competitive use summarized above are stated in full in Section 18 and in Sections 5 and 6 of the Acceptable Use Policy. Those provisions are cumulative rather than alternative, and where they differ in detail, Section 18 governs.

We do not routinely monitor Tenant Content and have no obligation to do so. Any right we reserve to review or remove content is a right, not a duty, and our exercise or non-exercise of it does not make us responsible for Tenant Content or waive any other right.

This Section is fundamental to how Updrone works and to the price at which it is offered. You — the tenant business — are the Professional of Record: solely and exclusively responsible for your own flight operations and the professional judgment behind them.

Updrone is software. Updrone does not fly, pilot, certify, authorize, or approve anything. Nothing in the Service constitutes an airspace authorization, a regulatory approval, a certification, a professional opinion, or professional advice, and nothing in the Service grants permission to operate, validates an operation, or assumes responsibility for any flight, measurement, or Deliverable.

Any status, label, checklist, badge, map layer, airspace indication, or record shown in the Service reflects information you supplied or third-party data we display for reference, is provided for convenience only, and may be incomplete, out of date, or wrong. It is never a representation by Updrone that an operation is permitted, safe, compliant, insured, or sanctioned. You are responsible for independently verifying authorizations, restrictions, and conditions with the relevant authorities and data sources before and during every operation, and you agree not to rely on the Service as the sole source for any of them.

You may not present any status, label, checklist, Deliverable, or record from the Service to an End Customer, a regulator, an insurer, a court, or anyone else as a regulatory approval, an airspace authorization, a certification, a professional sign-off, or a representation by Updrone that an operation is permitted, safe, or compliant.

The accuracy of an output depends on the inputs and control you provide, not on the software alone. Survey-grade accuracy requires your own ground control — such as RTK positioning or surveyed ground control points (GCPs) — that you supply and verify; without that control, an output is an uncontrolled visual preview and must be treated as one. Updrone does not represent, warrant, or certify that any output is of any particular accuracy class or fit for a regulated use.

You are responsible for reviewing every Deliverable, for confirming that the inputs and control you provided justify the accuracy you intend to rely on, and for signing off on its fitness for your intended use before you rely on it or deliver it to an End Customer. Deliverables are provided on an “AS IS” basis without any warranty of accuracy, completeness, merchantability, or fitness for a particular purpose.

DO NOT RELY ON A DELIVERABLE FOR AN ENGINEERING, STRUCTURAL, LEGAL, INSURANCE, SAFETY, FINANCIAL, OR REGULATORY DECISION WITHOUT INDEPENDENT VERIFICATION BY A QUALIFIED PROFESSIONAL LICENSED TO MAKE THAT DETERMINATION IN THE RELEVANT JURISDICTION.

Nothing in the Service is professional advice of any kind, and no professional relationship arises between you and Updrone by your use of it. Where the work you perform requires a licensed professional's judgment, that judgment is yours to exercise or to procure, and the Service is a tool you use in exercising it — never a substitute for it.

A capture is a photograph of a real place, and the law of the place — not the law of aviation alone — governs what you may photograph, from where, and what you may do with the result.

Updrone hosts and processes what you submit. We are not in a position to know whether a given permission or consent was obtained, we do not verify that it was, and we make no representation that it was. As between you and Updrone, the obligation and the risk are entirely yours, and Section 23 allocates the resulting liability accordingly.

If a person asserts a claim to us regarding imagery in your Workspace — that they or their property appear in it without permission — we will notify you and will support you in responding, and we may remove or disable access to the material where we determine in good faith that the law requires it or that leaving it up would expose Updrone or a third party to harm.

You retain all right, title, and interest in and to Tenant Content. These Terms transfer no ownership of Tenant Content to Updrone.

You grant Updrone a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, adapt, encode, process, and display Tenant Content solely as necessary to operate, secure, support, and provide the Service to you and the features you use, to prevent or address a security, technical, or legal issue, and to comply with applicable law. This license ends when the relevant Tenant Content is deleted, except for content in routine backups that age out on a rolling schedule and for content we are required to retain.

You represent and warrant that you have all rights necessary to grant that license and that Tenant Content, and our processing of it as permitted here, does not infringe or misappropriate any third party’s rights or violate any law.

You are responsible for the accuracy, quality, legality, and integrity of Tenant Content and for the means by which you acquired it. You are responsible for maintaining your own copies of anything important to you. The Service is not a system of record, an archive, or a backup service, and while we maintain backups for our own operational resilience, we do not guarantee that any particular item of Tenant Content can be recovered.

Where Tenant Content contains personal data, our Privacy Policy (/privacy) and our Data Processing Addendum (/dpa) govern its processing, you are the controller of that data, and Updrone is your processor.

Parts of the Service use machine learning and generative models — for example, an in-product assistant, generated summaries, and automated detection steps in the capture-processing pipeline. When you use one of them, your input and the necessary context are processed by the model provider identified at /subprocessors to produce Output.

As between you and Updrone, and to the extent permitted by law, you own the Output generated from your inputs, and you may use it as you would any other Deliverable. Because generative models produce results statistically, Output is not unique: the same or similar Output may be generated for other users, and we make no representation that Output is original, novel, or non-infringing, and grant no exclusivity in it.

OUTPUT IS GENERATED BY STATISTICAL PREDICTION AND MAY BE INACCURATE, INCOMPLETE, OUT OF DATE, OR ENTIRELY WRONG, INCLUDING WHERE IT READS AS CONFIDENT AND SPECIFIC. OUTPUT IS A DRAFTING AND REVIEW AID, NOT A DETERMINATION. YOU MUST REVIEW AND VERIFY OUTPUT BEFORE RELYING ON IT, ACTING ON IT, OR PROVIDING IT TO AN END CUSTOMER, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DECISION MADE IN RELIANCE ON IT.

We do not train, fine-tune, or develop models on your Tenant Content, conversations, or captures without your consent, and we contractually require our model provider not to train on the content we send it for these features. Aggregated, de-identified telemetry that cannot reasonably be linked back to you or an individual may be used to operate and improve the Service.

“Confidential Information” means non-public information disclosed by one party (the “Discloser”) to the other (the “Recipient”) that is designated as confidential or that a reasonable person would understand to be confidential given its nature and the circumstances of disclosure. Tenant Content is your Confidential Information. The Service, the Documentation, non-public features and previews, security information, and our pricing other than publicly listed rates are our Confidential Information.

The Recipient will protect the Discloser’s Confidential Information with at least the degree of care it uses for its own information of like importance, and no less than reasonable care; will not disclose it except to its employees, Affiliates, and professional advisors who need it and are bound by confidentiality obligations no less protective than these; and will use it only to perform under, or exercise rights under, these Terms.

The Recipient may disclose Confidential Information to the extent required by law, regulation, or a valid legal process, provided that — where legally permitted — it gives the Discloser prompt notice and reasonable cooperation so the Discloser may seek a protective order, and discloses only the portion legally required.

These obligations continue for three years after disclosure, and indefinitely for any Confidential Information that constitutes a trade secret for so long as it remains one. The Recipient will return or destroy Confidential Information on request, subject to routine backup retention and to records it must keep by law.

The Service is offered under the subscription plans described at the time of purchase or in your order form. Unless stated otherwise, fees are billed in advance on a recurring basis, are quoted and payable in U.S. dollars, and are non-refundable except where these Terms or applicable law expressly provide otherwise. Fees are based on the plan purchased, not on actual usage, and no credit is given for unused capacity.

Automatic renewal and cancellation

Your subscription renews automatically at the end of each Subscription Term for a further term of the same length, at the then-current rate for your plan, and your payment method will be charged at each renewal, unless you cancel before the renewal date. You may cancel at any time from your account settings, effective at the end of the then-current Subscription Term; cancellation stops future renewals and does not retroactively refund the current term. We will provide any renewal or price-change notice required by applicable automatic-renewal law before the charge is made.

Price changes

We may change pricing on a going-forward basis with at least 30 days’ notice before the change takes effect. A price change applies at your next renewal, and if you do not accept it you may cancel before that renewal.

Taxes

Fees are exclusive of all taxes, levies, and duties, including sales, use, VAT, GST, and similar taxes, all of which are your responsibility other than taxes on our net income. If we are required to collect a tax, we will invoice it and you will pay it. If you are required by law to withhold any amount from a payment to us, you will gross up the payment so that we receive the amount we would have received absent the withholding.

Late payment, disputes, and suspension

Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month and the maximum rate permitted by law, from the due date until paid, and you will reimburse our reasonable costs of collection, including reasonable attorneys’ fees. If a charge fails or an account is more than 15 days past due, we may suspend access to the Service after giving you notice and a reasonable opportunity to cure; suspension for non-payment does not relieve you of the obligation to pay.

If you dispute an invoice in good faith, notify us within 30 days of the invoice date with the basis for the dispute. You will pay all undisputed amounts when due, and we will not suspend the Service for a good-faith disputed amount while we work with you to resolve it. Initiating a chargeback or payment reversal instead of following this process is a breach of these Terms, and you will reimburse any fee the payment processor charges us in connection with it.

Processing and upload fees

Processing charges are billed on delivery: a capture that does not produce a Deliverable — because it was cancelled, failed, or was never processed — is not charged the processing fee. If you cancel a capture while its frames are still uploading, a flat, non-refundable upload fee (currently $1.00) applies to cover the data transfer and temporary storage already incurred, and is billed at the time of cancellation. When you cancel an in-progress upload, the frames already uploaded for that capture are permanently deleted and the capture is removed; this cannot be undone. A capture whose upload is interrupted by a network or system error is cleaned up the same way but is not charged an upload fee.

The Service includes features that let you invoice your End Customers, collect deposits and payments, and receive payouts. Those money movements are performed by third-party payment processors, not by Updrone. Updrone is not a bank, a money transmitter, a payment processor, an escrow agent, or a party to the transaction between you and your End Customer.

To use these features you must open and maintain an account with our payment processor and accept its terms directly, including its connected-account agreement. You are responsible for satisfying its identity-verification, know-your-customer, anti-money-laundering, sanctions-screening, and underwriting requirements, and for keeping the information you give it accurate. The processor may hold, delay, reverse, or terminate a payout or an account under its own terms, and Updrone has no control over and no liability for its doing so.

As between you and your End Customer, you are the merchant of record and the contracting party for the work. You are responsible for the terms of that transaction, the goods and services supplied, pricing, applicable taxes, cancellations, refunds, chargebacks, and any dispute. You are responsible for compliance with card-network rules, consumer-protection law, home-improvement contracting and door-to-door sales statutes, deposit and progress-payment limits, lien and notice requirements, and any cooling-off or right-of-rescission requirement that applies to your trade in your jurisdiction. Updrone provides the software that facilitates the transaction and is not a party to it.

You are responsible for any chargeback, refund, or reversal arising from your transactions, together with any associated fee, and you authorize the processor and Updrone to recover those amounts from your balance or your payment method.

You consent to transact electronically with Updrone and agree that your electronic acceptance, click-through assent, and electronic signature have the same legal effect as a handwritten signature under the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.), the Uniform Electronic Transactions Act as adopted in your jurisdiction, and any comparable law. You agree that we may provide any notice, disclosure, agreement, or record electronically, by posting in the Service or sending to the email address on your account.

To access and retain electronic records you need a device with an internet connection, a current web browser, an active email address, and the ability to view and save PDF files. You may withdraw your consent to transact electronically, or request a paper copy of a record, by writing to us at the address in Section 34; withdrawing consent may mean we can no longer provide the Service to you, because the Service is delivered electronically.

The Service also lets you send documents — proposals, contracts, change orders, and similar records — to your End Customers for electronic signature. In that flow you are the party to the document and the sender. You are responsible for the content and legal sufficiency of the document, for obtaining each signer’s consent to transact electronically, for identifying and authenticating your signers, for providing any disclosure your jurisdiction or transaction type requires, and for delivering a completed copy to the signer.

Updrone is not a party to any document you send or sign through the Service, does not verify the identity of a signer, does not review or approve the content of a document, and makes no representation that a document, a signature, or the process by which it was obtained is valid or enforceable in any jurisdiction or for any transaction type. Certain records — including wills, testamentary trusts, and certain family-law and court documents — are excluded from electronic-signature statutes altogether, and you may not use the Service for them.

We generate and retain an audit record for documents signed through the Service, including the identifiers, timestamps, and a content hash of the exact wording presented. That record is evidence of what was presented and when; it is not a legal opinion about the transaction.

We send you transactional and service messages about your account, security, billing, and the operation of the Service. These are part of the Service and are not marketing.

The Service also enables you to send email and text messages to your own contacts. For every such message, you are the sender and the initiator, and Updrone provides the transport.

The Service provides compliance tooling — opt-out keyword handling, free-text revocation detection, tenant-scoped suppression lists with a pre-send block, unsubscribe links and headers, quiet-hours enforcement, and consent capture. That tooling is a control you configure and use; it is not a compliance guarantee, and it does not shift to Updrone the obligation to obtain consent, which is and remains yours. You may not disable, bypass, or work around any of it.

Claims arising from messages you send are covered by your indemnity in Section 23. Statutory damages under these regimes are assessed per message and are frequently pursued on a class basis; you should treat consent records as a primary business record.

We may offer features identified as beta, preview, early access, experimental, “coming soon,” or similar (“Beta Features”), and we may offer free trials or evaluation access. Beta Features are made available to gather feedback and are optional to use.

BETA FEATURES AND FREE-TRIAL ACCESS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY, SUPPORT COMMITMENT, OR SERVICE-LEVEL COMMITMENT OF ANY KIND. THEY MAY BE INCOMPLETE, UNSTABLE, OR CHANGED OR DISCONTINUED AT ANY TIME WITHOUT NOTICE, AND DATA CREATED IN OR THROUGH THEM MAY BE LOST. DO NOT USE A BETA FEATURE FOR PRODUCTION WORK OR FOR ANY PURPOSE WHERE FAILURE WOULD CAUSE HARM.

To the maximum extent permitted by law, our total liability arising from a Beta Feature or free-trial access will not exceed one hundred U.S. dollars (US$100). Information about a Beta Feature is our Confidential Information under Section 11.

We provide support for the Service through the channels described in the Documentation, during our normal business hours, on commercially reasonable efforts. Support is included with a paid subscription unless your plan or order form states otherwise.

We do not commit to any uptime, availability, or response-time level except in a separate written service-level agreement signed by both parties. The Service may be unavailable during planned maintenance, emergency maintenance, or an event outside our reasonable control, and depends on third-party infrastructure and networks we do not operate.

We may impose and enforce reasonable usage, rate, storage, processing, and API limits, and we will make material limits discoverable in the Documentation or in the product. Where your usage materially exceeds a limit or degrades the Service for others, we may throttle it after notice, or immediately where the effect on the Service or on other tenants requires it.

THE SERVICE IS LICENSED, NOT SOLD. YOUR SUBSCRIPTION BUYS A RIGHT TO USE THE SERVICE ON THESE TERMS FOR AS LONG AS THE SUBSCRIPTION LASTS. IT CONVEYS NO OWNERSHIP OF THE SOFTWARE, MODELS, INTERFACES, OR SYSTEMS THAT MAKE UP THE SERVICE, AND NO COPY OF ANY OF THEM IS SOLD OR TRANSFERRED TO YOU.

The Service, the Documentation, and all software, models, designs, interfaces, text, graphics, and content we provide, together with all intellectual property rights in them, are and remain the exclusive property of Updrone and its licensors, and are protected by copyright, trademark, trade secret, patent, and other laws. Except for the limited rights expressly granted in Section 3, these Terms grant you no rights in the Service, by implication, estoppel, or otherwise. All rights not expressly granted are reserved.

Restrictions

Our Acceptable Use Policy (/acceptable-use) sets out these restrictions in full at its Sections 5 and 6, including the procedure for requesting interoperability information rather than deriving it, and is incorporated into these Terms by reference. These restrictions survive termination.

THE RESTRICTIONS ABOVE GOVERN HOW YOU MAY USE WHAT UPDRONE LICENSES TO YOU. THEY ARE NOT A COVENANT NOT TO COMPETE, AND THEY DO NOT RESTRAIN ANY PERSON’S RIGHT TO ENGAGE IN A LAWFUL PROFESSION, TRADE, OR BUSINESS, TO WORK FOR ANY EMPLOYER, OR TO COMPETE WITH UPDRONE GENERALLY. YOU REMAIN FREE TO DEVELOP, ACQUIRE, OR OPERATE ANY PRODUCT — INCLUDING A COMPETING ONE — SO LONG AS YOU DO SO WITHOUT USING THE SERVICE, THE DOCUMENTATION, OR OUR CONFIDENTIAL INFORMATION.

If you provide feedback, suggestions, feature requests, or ideas about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, and exploit them for any purpose without restriction, attribution, or compensation. We are free to use them without obligation to you, and you waive any claim arising from our doing so.

“Updrone,” our logos, and our other names and marks are our property and may not be used without our prior written permission, except that you may state factually that you use the Service. We may identify you as a customer and use your name and logo in customer lists and marketing materials in a manner consistent with your brand guidelines; you may withdraw that permission at any time by writing to us at the address in Section 34, and we will stop using it prospectively within a reasonable period.

The Service integrates with services provided by others — for example, payment processing, email and message delivery, map tiles, geocoding, solar-resource data, single sign-on, and model providers. Those services are supplied by their respective owners under their own terms and privacy practices.

Your use of a third-party service through the Service is between you and that provider, and you are responsible for complying with its terms and for any fees it charges. Updrone does not control a third-party service, does not endorse it by integrating with it, and is not responsible or liable for its availability, accuracy, security, acts, or omissions. If a third-party service changes, imposes new restrictions, degrades, or becomes unavailable, the related features of the Service may be affected or discontinued, and that alone is not a breach of these Terms by us.

Data we display from a third-party source — including map, airspace, imagery, property, and solar-resource data — is provided by that source, may be incomplete or out of date, and is subject to Section 6.

The Service, and the technology and data it processes, are subject to United States export control and economic sanctions laws, including the Export Administration Regulations and the regulations administered by the Office of Foreign Assets Control, and may be subject to the import or export laws of other jurisdictions. Unmanned-aircraft and geospatial technologies are subject to controls that do not apply to software generally, and you are responsible for determining which apply to your use.

We may suspend or terminate access immediately, without liability, where we determine in good faith that continued provision of the Service would violate any of these laws.

The Service is “commercial computer software” and the Documentation is “commercial computer software documentation” as those terms are used in 48 C.F.R. § 2.101, and the Service constitutes a commercial product or commercial service. Consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4, a United States Government end user acquires only those rights in the Service and the Documentation that are granted to all other end users under these Terms.

No United States Government procurement regulation, clause, or term is incorporated into these Terms, and no such clause applies unless we expressly agree to it in a signed writing.

THE SERVICE, THE DOCUMENTATION, ALL DELIVERABLES, AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPDRONE AND ITS SUPPLIERS AND LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, QUIET ENJOYMENT, AND NON-INFRINGEMENT.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SERVICE OR THE SYSTEMS THAT MAKE IT AVAILABLE ARE FREE OF HARMFUL COMPONENTS; OR THAT ANY DELIVERABLE, OUTPUT, MEASUREMENT, OR DATA OBTAINED THROUGH THE SERVICE WILL BE ACCURATE, COMPLETE, CURRENT, OR FIT FOR YOUR PURPOSE. NO ADVICE OR INFORMATION, ORAL OR WRITTEN, OBTAINED FROM UPDRONE OR THROUGH THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Updrone is not a flight operator, a pilot, a surveyor, an engineer, a licensed contractor, an appraiser, an insurer, a financial or tax adviser, a law firm, or a regulatory authority, and nothing in the Service substitutes for the professional judgment, verification, licensure, and authorizations for which you are responsible under Sections 6 and 7. You assume all risk arising from your operations and from your reliance on any output of the Service.

We do not warrant that your use of the Service is lawful in your jurisdiction or for your intended purpose; determining that is your responsibility. Some jurisdictions do not allow the exclusion of certain warranties, so some of the above exclusions may not apply to you, and you may have other rights that vary by jurisdiction.

We will notify you of a claim for which we seek indemnification, allow you to control the defense and settlement with counsel reasonably acceptable to us, and cooperate at your expense. You may not settle a claim in a way that imposes any obligation, payment, admission, or restriction on Updrone, or that fails to include a full release of Updrone, without our prior written consent. We may participate in the defense with our own counsel at our own expense, and we may assume control of the defense if you fail to defend diligently.

This indemnity is independent of and survives the limitation of liability in Section 25, and is not capped by it.

You will maintain, at your own expense and throughout your use of the Service, insurance appropriate to your operations, including commercial general liability and aviation or unmanned-aircraft liability coverage that responds to the operations you conduct, in amounts no less than those required by applicable law and by any End Customer, site owner, or authority you work for. Where your work involves professional judgment — surveying, engineering, design, or condition assessment — you will maintain professional liability coverage appropriate to that work. Where you have employees, you will maintain workers’ compensation coverage as required by law.

Insurance is your obligation and your risk. Updrone does not verify, endorse, procure, or monitor your coverage, is not an insurance producer or broker, and nothing in the Service is a representation that you are insured, adequately insured, or covered for a particular operation. On our reasonable request, you will provide evidence of coverage.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER UPDRONE NOR ITS AFFILIATES, SUPPLIERS, OR LICENSORS WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, GOODWILL, BUSINESS OPPORTUNITY, OR ANTICIPATED SAVINGS, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, UPDRONE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL AMOUNTS YOU PAID TO UPDRONE FOR THE SERVICE IN THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM AND (B) ONE HUNDRED U.S. DOLLARS (US$100). THIS CAP IS AGGREGATE ACROSS ALL CLAIMS AND IS NOT MULTIPLIED BY THE NUMBER OF CLAIMS OR CLAIMANTS.

These limitations do not apply to, and nothing in this Section limits: your obligations under Section 23 (Indemnification); your payment obligations under Sections 12 and 13; either party’s breach of Section 11 (Confidentiality); your infringement or misappropriation of Updrone’s intellectual property; or a party’s liability for fraud, fraudulent misrepresentation, gross negligence, or willful misconduct.

The parties agree that these limitations are an essential basis of the bargain and a reasonable allocation of risk between them, that the fees for the Service reflect that allocation and would be materially higher without it, and that these limitations apply even if a limited remedy is found to have failed of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of certain damages, so some of the above may not apply to you, and nothing in these Terms excludes or limits any liability that cannot lawfully be excluded or limited.

To the maximum extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim accrues, and a claim filed after that period is permanently barred. This limitation does not apply where the law of your jurisdiction prohibits shortening the applicable limitations period, and it does not apply to a claim for non-payment of fees.

Updrone respects intellectual property rights and responds to notices of alleged infringement in accordance with the Digital Millennium Copyright Act.

We will remove or disable access to material as required and will notify the affected tenant, who may submit a counter-notice meeting the requirements of 17 U.S.C. § 512(g)(3). We terminate the accounts of repeat infringers in appropriate circumstances.

A person who knowingly materially misrepresents that material is infringing, or that it was removed by mistake, may be liable for damages, including costs and attorneys’ fees, under 17 U.S.C. § 512(f).

These Terms take effect when you first accept them or first use the Service, and continue until your subscription and all accounts are terminated. You may stop using the Service and cancel your subscription at any time in accordance with Section 12.

We will use reasonable efforts to give notice before suspending, and to limit the suspension in scope and duration to what the circumstances require. Where a delay would risk harm, security, legal exposure, or the integrity of the Service, we may act first and give notice afterward.

Either party may terminate these Terms for the other party’s material breach that remains uncured 30 days after written notice describing it. We may terminate these Terms or any subscription for convenience at the end of a Subscription Term with notice before renewal, and if we terminate for convenience mid-term we will refund prepaid, unused fees on a pro-rata basis.

On termination, your right to use the Service ends immediately and all outstanding fees become due. For 30 days after termination, you may export Tenant Content using the export features the Service provides; after that period we may delete it in the ordinary course, subject to the retention exceptions in our Privacy Policy (/privacy) and to backups that age out on a rolling schedule.

Sections 1 (as to precedence), 2, 5 (last paragraph), 6, 7, 8, 9 (as to representations and the license for retained copies), 10 (as to Output responsibility), 11, 12 (as to accrued fees), 13, 14 (as to records already signed), 18, 20, 21, 22, 23, 24, 25, 26, 27, 29, 30, 32, 33, and 34 survive termination, together with any other provision that by its nature should survive.

THIS SECTION REQUIRES DISPUTES TO BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION RATHER THAN IN COURT, AND WAIVES YOUR RIGHT TO A JURY TRIAL AND TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. READ IT CAREFULLY. IT AFFECTS HOW CLAIMS BETWEEN YOU AND UPDRONE ARE RESOLVED. YOU MAY OPT OUT UNDER SECTION 29.7 WITHIN 30 DAYS, AND OPTING OUT WILL NOT AFFECT ANY OTHER PART OF THESE TERMS OR YOUR ACCESS TO THE SERVICE.

29.1 Scope

This Section applies to any dispute, claim, or controversy between you and Updrone arising out of or relating to these Terms, the Service, or the relationship between us, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether arising before, during, or after termination (a “Dispute”). It is governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq., which the parties agree applies to and evidences a transaction involving interstate commerce.

29.2 Informal resolution first

Before starting an arbitration or a court proceeding, the party raising the Dispute will send the other a written notice describing the Dispute, the relief sought, and the basis for it — to you at the email address on your account, and to us at support@updrone.com and by mail to the address in Section 34. The parties will then negotiate in good faith for 60 days. This informal-resolution period is a condition precedent to commencing arbitration, the applicable limitations period is tolled while it runs, and either party may seek to have a proceeding commenced before it expires stayed or dismissed.

29.3 Binding arbitration

If the Dispute is not resolved within that 60-day period, it will be resolved exclusively by final and binding arbitration administered by JAMS under its Comprehensive Arbitration Rules, or its Streamlined Rules where the amount in controversy falls within their scope, as modified by this Section. The arbitration will be conducted by a single neutral arbitrator, in the English language, and — unless the parties agree otherwise — by videoconference or on the documents alone, or in person in the county of your principal place of business if an in-person hearing is required.

The arbitrator has exclusive authority to resolve the Dispute, including the arbitrability of any claim and any question about the formation, scope, interpretation, applicability, enforceability, or waiver of this Section — except that a court, and not the arbitrator, decides the enforceability of the class-action waiver in Section 29.5. The arbitrator may award any relief a court could award on an individual basis, must follow these Terms, and will issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction.

Each party bears its own attorneys’ fees and costs except where an applicable statute or these Terms provide otherwise. Filing, administration, and arbitrator fees are allocated under the applicable JAMS rules; where those rules would require you to pay a filing fee greater than the fee to file a claim in court, we will pay the excess. Nothing here prevents the arbitrator from awarding fees and costs where a statute or these Terms permit.

29.4 Exceptions

29.5 Class-action and jury-trial waiver

YOU AND UPDRONE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. YOU AND UPDRONE EACH WAIVE ANY RIGHT TO A TRIAL BY JURY ON ANY CLAIM, IN ARBITRATION OR IN COURT.

If the class-action waiver in this Section 29.5 is found unenforceable as to a particular claim or a particular request for relief, that claim or request will be severed from the arbitration and brought in the courts identified in Section 30, while all other claims will proceed in arbitration. If this entire Section 29 is found unenforceable, the jury-trial waiver in this Section 29.5 survives and the Dispute proceeds in the courts identified in Section 30.

29.6 Coordinated claims

If 25 or more demands for arbitration raising substantially similar claims are filed against Updrone by or with the assistance of the same or coordinated counsel within a 90-day period, the parties agree the demands will be administered in staged batches of no more than 50, each batch heard by a single arbitrator, with the limitations period tolled for demands awaiting their batch. The parties will cooperate in good faith with the administrator to implement this process efficiently and to attempt resolution of the remaining demands after each batch.

29.7 Your right to opt out

You may opt out of this Section 29 by sending written notice within 30 days after you first accept these Terms (or, if these Terms are amended to add or materially change this Section, within 30 days after that amendment takes effect). The notice must state your name, the account and email address associated with your use of the Service, and a clear statement that you are opting out of arbitration, and must be sent to support@updrone.com with the subject line “Arbitration Opt-Out.” Opting out affects only this Section 29; the rest of these Terms continue to apply, and opting out will not be held against you in any way or affect your access to the Service.

An opt-out sent to that address is effective on the date you send it. We will acknowledge it, and you should keep your sent copy — as between you and us, your timely sent notice governs, and we will not treat a failure of our systems to receive or acknowledge it as a failure to opt out.

This Section 29 survives termination of these Terms and the termination of your account.

These Terms, and any Dispute, are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules, and by the Federal Arbitration Act as to Section 29. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

For any Dispute not subject to arbitration under Section 29 — including a claim severed under Section 29.5, an action to enforce an arbitration award, and an application for the equitable relief permitted by Section 29.4 — you and Updrone submit to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each waives any objection to venue or forum non conveniens in those courts. This does not deprive you of any right you have under mandatory law to bring a claim in the courts of your place of residence.

We may update these Terms from time to time. Every version carries a version identifier and a “Last updated” date at the top of this page.

When we make a material change, we will take reasonable steps to notify you before it takes effect — by posting notice in the Service, by email to the address on your account, or both — and, unless a shorter period is required for legal or security reasons, a material change takes effect no earlier than 30 days after that notice, or at your next renewal, whichever is later. Non-material changes take effect when posted.

Your continued use of the Service after a change takes effect constitutes acceptance of the updated Terms. If you do not agree to a change, you must stop using the Service and may cancel under Section 12; where a material change takes effect mid-term and you cancel because of it, we will refund prepaid, unused fees on a pro-rata basis.

We record the version of these Terms you accepted so that the agreement in force between us at any point in time is a matter of record rather than of recollection.

Force majeure

Neither party is liable for a delay or failure to perform caused by an event beyond its reasonable control, including an act of God, natural disaster, fire, flood, severe weather, epidemic, war, terrorism, civil unrest, labor dispute, governmental action, embargo, failure of a utility, telecommunications network, or third-party cloud provider, or a widespread internet or infrastructure outage. This does not excuse an obligation to pay amounts already due.

Assignment

You may not assign or transfer these Terms or any right or obligation under them, by operation of law or otherwise, without our prior written consent, and any attempt to do so is void. We may assign these Terms without restriction, including to an Affiliate or in connection with a merger, acquisition, reorganization, financing, or sale of all or substantially all of our assets or equity. These Terms bind and benefit the parties and their permitted successors and assigns.

Notices

Notices to you may be given by email to the address on your account, by posting in the Service, or by mail to an address you have provided, and are effective when sent or posted. Notices to us must be in writing and sent to support@updrone.com, which is the address for every notice these Terms require, including a notice of dispute, breach, termination, or indemnification; a notice for one of those should say so in its subject line. Notice by email is effective on the business day after it is sent. You are responsible for keeping your account email address current.

Entire agreement

These Terms, together with the documents incorporated by reference and any order form or signed agreement between us, constitute the entire agreement between you and Updrone regarding the Service and supersede all prior and contemporaneous proposals, understandings, and communications, whether written or oral. Neither party relies on, and neither has any remedy for, any statement, representation, or assurance not expressly set out in these Terms — except that nothing excludes liability for fraudulent misrepresentation. Any purchase order, vendor form, or pre-printed terms you issue are of no effect, and any additional or conflicting term in them is rejected and does not become part of our agreement, even if we acknowledge or perform against the document.

Severability and no waiver

If a provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to reflect the parties’ intent, or if it cannot be, severed, and the remaining provisions will remain in full force. A party’s failure or delay in enforcing a provision is not a waiver of it, and a waiver is effective only if in writing and signed by the waiving party. A waiver on one occasion is not a waiver on any other.

Relationship of the parties and third parties

The parties are independent contractors. These Terms create no partnership, joint venture, agency, franchise, employment, or fiduciary relationship, and neither party may bind the other. Except for the indemnified parties named in Section 23, these Terms create no third-party beneficiary rights, and no person who is not a party may enforce them.

Interpretation, language, and counterparts

Headings are for convenience only and do not affect interpretation. “Including” means “including without limitation.” These Terms will not be construed against the drafting party. These Terms are made in the English language, and the English version controls in the event of any conflict with a translation. These Terms may be accepted electronically as provided in Section 14.

Equitable relief

Each party acknowledges that a breach of Section 11 (Confidentiality) or of the other party’s intellectual property rights may cause irreparable harm for which monetary damages are an inadequate remedy, and that the non-breaching party is entitled to seek injunctive and other equitable relief without posting a bond, in addition to any other remedy available.

Consumer rights

The Service is offered for business use. If, despite that, mandatory consumer-protection law in your jurisdiction applies to your use and confers rights or remedies that cannot lawfully be excluded or limited, those rights and remedies apply, and nothing in these Terms excludes, restricts, or modifies them. Where a provision of these Terms would be void or unenforceable as to you under such a law, it applies to you only to the extent the law permits.

These Terms incorporate by reference our Acceptable Use Policy (/acceptable-use), Privacy Policy (/privacy), and Cookie Policy (/cookies). Where you use the Service to process personal data on behalf of your own End Customers, our Data Processing Addendum (/dpa) applies and identifies the subprocessors we rely on (/subprocessors). An index of every agreement is at /legal.

EVERY NOTICE THESE TERMS REQUIRE GOES TO ONE ADDRESS: support@updrone.com. THAT IS THE ONLY EMAIL ADDRESS UPDRONE PUBLISHES, AND IT IS MONITORED. USE IT FOR LEGAL NOTICES AND DISPUTES, THE ARBITRATION OPT-OUT UNDER SECTION 29.7, PRIVACY AND DATA-PROTECTION QUESTIONS, SECURITY REPORTS, ACCEPTABLE-USE COMPLAINTS, AND COPYRIGHT NOTICES UNDER SECTION 27.

Put the subject in the subject line — “Arbitration Opt-Out,” “DMCA Notice,” “Notice of Dispute,” and so on — and we will route it. We publish a single monitored address rather than a directory of departmental ones, because an address that is published but not monitored is worse than none: it invites a notice that is legally effective on sending and that nobody reads.

For product help, visit our help center at /help or reach out from /contact.