Developer Terms of Service
Developer Terms of Service
Last Updated: December 19, 2019
Please read carefully: AirMap, Inc. (“AirMap”) or its Affiliates (collectively referred to as “AirMap”) makes the SDK and the Service available to you on the condition that you accept all of the terms and conditions contained in this SDK and API License Agreement (the “Agreement”). You are agreeing to this Agreement on behalf of yourself and, if applicable, the organization on whose behalf you are downloading or using the SDK or the Service (the “Organization”). You represent that you are of legal age to enter into this Agreement and if you are acting on behalf of an Organization, you represent that you have the legal authority to bind such Organization to this Agreement. You and such Organization (if any) are referred to collectively in this Agreement as “Licensee.”
Licensee may not, and agrees not to, download, install, access or use the SDK or the Service if: (a) Licensee does not agree to be bound by these terms; (b) Licensee is barred from accessing or using the SDK or the Service under the laws of the country in which Licensee is located; or (c) Licensee provides or develops a product or service that is competitive with, a substitute for, or substantially similar to the Service at any time during the term of this Agreement.
AirMap may, from time to time after Licensee has accepted this Agreement, update this Agreement by notifying Licensee of such updates by any reasonable means, including by posting at the following URL: https://www.airmap.com/developer-terms-service/. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes.
Licensee’s downloading, installing, accessing, or continuing to use the SDK or the Service following such notice of any updates to this Agreement constitutes Licensee’s acceptance of such updates. The “LAST UPDATED” legend above indicates the date on which updates to this Agreement were last posted.
Subject to the terms and conditions of this Agreement, Licensee desires to use, and AirMap will make available, the SDK for Licensee’s development and distribution of an Application that will access the Service via the API.
Capitalized terms not otherwise defined in this Agreement will have the meanings attributed to them in Section 17.
3.1. SDK License. Subject to the terms and conditions of this Agreement, AirMap hereby grants to Licensee, throughout the term of this Agreement, a personal, limited, non-exclusive, non- transferable, and non-sublicensable worldwide license for Licensee to (a) use and make copies of the SDK, and create derivative works based on the Sample Code and Tools, in order to internally develop and test an Application for the purpose of enabling such Application to access the Service, (b) copy and distribute the API, Documentation and Sample Code (and derivative works based on the Sample Code) in object code form as incorporated into an Application (and not on a standalone basis) to End Users, and (c) sublicense End Users the right to use the API and Sample Code as incorporated into an Application (and not on a standalone basis) pursuant to a EULA.
3.2. Right to Access the Service. Subject to and conditioned on the terms and conditions of this Agreement, AirMap hereby grants to Licensee throughout the term a personal, limited, non-exclusive, non-transferable, and non-sublicensable worldwide right to access and use, and to enable End Users to access and use pursuant to a EULA, the Service via the API as incorporated into an Application.
3.3. Content License. Subject to and conditioned on the terms and conditions of this Agreement, AirMap hereby grants to Licensee throughout the term a personal, limited, non- exclusive, non-transferable, and non-sublicensable worldwide right to use, and to enable End Users to use pursuant to a EULA, the Content, as the Content is provided in the Service, in an Application.
3.4. Changes. AirMap may, at any time and without liability, modify or discontinue all or part of the SDK or the Service. AirMap reserves the right to release subsequent versions of all or any portion of the SDK or the Service and to require Licensee to use the most recent version thereof, and Licensee will, at its own cost and expense, only use the SDK and the Service in compliance with AirMap’s then-current specifications and other requirements.
3.5. Restrictions. Except as expressly permitted by this Agreement, Licensee will not, and will not enable or assist any End User or third party to, directly or indirectly: (a) distribute, disclose, use, reproduce, sublicense, or otherwise exploit the SDK or the Service; (b) modify, adapt, or create derivative works of the SDK or the Service; (c) decompile, disassemble or reverse-engineer the SDK or the Service, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in the SDK or the Service, except to the extent expressly permitted by Law notwithstanding a contractual prohibition to the contrary; (d) impede or interfere with AirMap’s use, distribution or other commercialization of the SDK or the Service; (e) perform, or release the results of, benchmark tests or other comparisons of the SDK or the Service with any other product or service; or (f) use the SDK or Service for any purpose other than the purposes expressly contemplated under this Agreement or otherwise fail to abide by any other limitations or instructions provided by AirMap from time to time.
4. End User Terms
4.1. End User License Agreement. Licensee will ensure that, prior to an End User’s access or use of an Application, the End User is bound by an end user license agreement with Licensee that contains terms that are at least as protective of AirMap, the SDK, and the Service as the terms and conditions set forth in this Agreement and the Terms of Service and satisfies the other requirements set forth in this Section 4.1 (a “EULA”). The EULA must expressly provide that:
4.1.1.(a) the fact that the Service may report that there is no flight restriction in effect does not guarantee that it is safe, legal or otherwise advisable to operate a UAV and the End User is responsible for exercising reasonable judgment when evaluating whether or not it is safe, legal or otherwise advisable to fly a UAV at a given time or place;
4.1.2.(b) the Content and Service may include information from aviation authorities, municipalities, or other publicly available sources, and any manned airspace information contained therein is typically updated at industry-standard twenty-eight (28) day intervals;
4.1.3.(c) the Services do not provide or constitute any consent or approval which may be required from any authority or any property owner to fly a UAV at a given time or place;
4.1.4.(d) the End User’s use of the Application and any UAV is at such End User’s sole risk and the End User acknowledges that the data provided via the Application may not be accurate; and
4.1.5.(e) the End User may not use the Application to provide any third party with any feedback or additional data regarding any airspace data made available by AirMap.
AirMap will be a third party beneficiary of each EULA and reserves the right at any time to require Licensee to enforce the terms of any EULA if the End User fails to comply with any material terms of that EULA. If Licensee becomes aware of, or AirMap notifies Licensee regarding, any failure to comply with the terms set forth in this Section 4.1, Licensee will promptly respond to and investigate each such notice and will take all necessary measures to promptly remedy such noncompliance within no more than five (5) business days. Licensee will promptly notify AirMap upon becoming aware of any use of an Application in a manner that is not in compliance with the terms and conditions described in this Section 4.1. As between the parties, Licensee is solely responsible for any violation of any Laws or breach of any applicable third party terms or conditions by Licensee or any End User.
4.3. Location Data. To query the Service, Licensee or Licensee’s End Users must provide accurate location data, and may provide Personal Data and such other data only as required in connection with the Service. AirMap may use and disclose such data to provide and improve the Content and Service and for any other purpose. Licensee agrees to not provide AirMap with any Personal Data beyond what is required by the Service without AirMap’s prior written consent. Licensee represents and warrants that the data Licensee or Licensee’s End Users provides to AirMap has been collected, transmitted, maintained, processed, and used in compliance with all Laws and policies, including the applicable iOS and Android terms of service and privacy policies. Without limiting the generality of the foregoing, Licensee will notify and obtain consent from each End User prior to the collection, transmission, maintenance, processing, or other use of End User’s location data and if such consent is denied or withdrawn, Licensee will not, whether via an Application or otherwise, collect, transmit, maintain, process or use the applicable End User’s location data or Personal Data or perform any other actions for which such End User’s consent has been denied or withdrawn.
5. Application Specifications and Licensee Obligations
5.1. Prohibited Uses and Modifications. Licensee will ensure that each Application complies with all Laws, including those in any jurisdictions in which such Application may be offered or made available. No Application will be designed, marketed, or used for control of manned aircraft or vehicles, any machinery that is not a UAV, or for any emergency or life-saving purposes. No Application may disable, override, or otherwise interfere with any system alerts, warnings, display panels, consent panels and the like implemented or required by AirMap, including those that are intended to notify the End User that the End User’s location data is being collected, transmitted, maintained, processed, or used, or intended to obtain consent for such use. Licensee warrants that it will not make any deceptive or misleading representations or statements regarding AirMap, the SDK or the Service, including Licensee’s relationship thereto, whether to an End User or any third party.
5.2. Content Restrictions. Licensee will ensure that each Application does not: (a) use, incorporate or make available any airspace data (whether owned, controlled or licensed by Licensee or any third party) in or through such Application, other than the AirMap content made available by AirMap to Licensee via the Service under this Agreement; (b) contain any malware, malicious or harmful code, program or other internal component (e.g., computer viruses, Trojan horses, or “backdoors”) which could damage, destroy or adversely affect any software, firmware, hardware, data, systems, features or networks; (c) contain any content that shocks the conscience, or that may be considered hateful, obscene, pornographic or defamatory; or (d) include any content that Licensee does not either own or have permission from the applicable content owners to use in such Application.
5.3. Security. Licensee will ensure that each Application contains protections that are adequate to keep secure and prevent the interception of any information transmitted to, from or through the Service or SDK. Licensee will ensure that each Application receives and transmits such information with a protocol at least as secure as TLS v1.2 cipher suites, and in any event with protocols that are at least as secure as those being accepted by the Service. Licensee will immediately notify AirMap of any security deficiencies (including any actual or suspected theft, loss or misuse of data or actual or suspected vulnerabilities that may result in any such theft, loss or misuse) that Licensee discovers or suspects in connection with any Application, the SDK, or the Service, by contacting AirMap pursuant to Section 15.8. Licensee agrees to notify AirMap immediately of any unauthorized use of any usernames, passwords, Keys and other credentials issued to Licensee by AirMap or any other breach of security relating to the SDK or the Service.
5.4. API Keys. AirMap may allocate one or more Keys to Licensee to enable Licensee or its End Users to access the Service. Licensee may only access the Service through a Key allocated expressly to Licensee. Licensee will not permit or enable the Application to make any API calls without the applicable Key. AirMap may allocate or decline to allocate a Key to Licensee or an End User on an API-by-API basis, and may allocate different Keys for development and production purposes. Licensee will not develop, distribute or use any functionality that would disable, hack or bypass any security measures or digital rights management mechanisms, including accessing or using proprietary, internal or legacy application programming interfaces or data feeds that are not intended by AirMap to be available to Licensee. Keys may be subject to suspension or deactivation by AirMap to ensure usage consistent with this Agreement. Licensee will not, and will not assist or enable any third party to, falsify or alter any Key or otherwise obscure or alter the source of calls coming from an Application. Licensee is responsible for maintaining the confidentiality and security of all usernames, passwords, Keys, and other credentials issued to Licensee by AirMap.
5.5. Evaluation by AirMap. Licensee will, on a monthly basis, provide AirMap with a list of all Applications using or incorporating the SDK or otherwise accessing the Service that are made available to End Users by or on behalf of Licensee. Upon AirMap’s request, Licensee will provide AirMap, at no charge, with fully operational access to an Application (including test accounts, etc.) for purposes of evaluating (a) compliance with the terms and conditions of this Agreement; (b) compatibility with the Service; and (c) the security of such Application. Licensee further agrees that AirMap may (but has no obligation to) carry out such compliance, compatibility and security testing, and Licensee hereby grants to AirMap a non-exclusive, worldwide, royalty-free, sublicensable, perpetual license to use such Application for such purposes. AirMap may delay or prevent the activation of Licensee’s Key for such Application, or delay or prevent the use of all or any portion of the SDK in connection with such Application, until the successful completion of any such testing. AirMap may reject any Application for any reason and at any time (including after the activation of a Key for such Application or otherwise after the use of the SDK in connection with such Application), in AirMap’s discretion.
5.6. Marketing. Subject to Section 7.1, each party may disclose in marketing, promotional, and other materials the fact that it has entered into this commercial relationship with the other party. Each Application will clearly and conspicuously attribute AirMap as the source of any data that is based on or derived from data provided by AirMap, including by displaying the AirMap logo (in a manner reasonably acceptable to AirMap) on any map that incorporates any such data.
6.1. Inclusion. Licensee will not remove or alter any copyright, patent, confidentiality or other proprietary notices appearing on or in copies of the SDK or the Service.
7.1. Confidential Information. Licensee may obtain access to Confidential Information in connection with this Agreement. Licensee agrees to (a) take reasonable steps to protect the Confidential Information, provided that such steps must be at least as protective as those that Licensee takes to protect its own confidential information of similar nature, but in no event less than a reasonable standard of care; (b) permit access to Confidential Information only to those employees, contractors and agents of Licensee who need to know such information, and who have agreed to keep such information confidential under confidentiality obligations at least as protective of AirMap as those set forth in this Agreement; (c) not disclose, publish or communicate Confidential Information to any third party (or authorize its employees, agents or anyone else to do so) except as expressly permitted under this Agreement; and (d) use and disclose Confidential Information only for purposes set forth in this Agreement.
8. Proprietary Rights
8.1. SDK and the Service. AirMap will retain all of its Intellectual Property Rights in the SDK and the Service. Each party agrees that it will acquire no Intellectual Property Rights under this Agreement except for the rights expressly set forth in this Agreement. For the avoidance of doubt, the SDK is licensed, not sold, and the SDK is licensed solely for use under the terms and conditions of this Agreement, and AirMap reserves to itself all rights not expressly granted to Licensee under this Agreement. Licensee will not, and will not assist any third party to contest (except to the extent that such prohibition is prohibited by Law) the validity of, or take any action that is inconsistent with, or could directly or indirectly impair, infringe, derogate from or encumber, AirMap’s rights in the SDK or the Service.
8.2. Applications. AirMap agrees that other than (a) any portion of the SDK incorporated into Licensee’s Application or (b) as set forth in Section 5.5, AirMap obtains no right, title or interest from Licensee (or Licensee’s licensors) under this Agreement in or to any Application, including any Intellectual Property Rights therein. Licensee represents and warrants that each Application (including its development, marketing, distribution and use) does not infringe the Intellectual Property Rights of any third party, and that Licensee has obtained all necessary consents with respect to any third-party Intellectual Property Rights.
8.3. Feedback. Licensee and End Users may provide AirMap with feedback regarding the SDK or the Service (“Feedback”). Licensee, on behalf of itself and End Users, hereby grants and agrees to grant to AirMap a worldwide, non-exclusive, fully paid-up, transferable, sublicensable (through multiple tiers), perpetual, irrevocable license to commercialize, practice and use the Feedback for any purpose.
8.4. Trademark License. Each party hereby grants to the other party a non-exclusive, royalty- free, worldwide right and license to use, reproduce, publish, distribute and publicly display the other party’s names, trade names, trademarks, logos and service marks (“Marks”) in order to reference the other party and the general activities described in this Agreement in promotional, advertising and marketing materials, subject to the prior written consent from proprietor of the Marks. Each party agrees that any goodwill generated by a party in any Marks owned by the other party will inure to the benefit of proprietor of the Marks. Without limiting the foregoing, all Applications using a map with AirMap data must include proper attribution to AirMap by displaying the AirMap logo visibly on such map.
8.5. Third Party Components. AirMap does not own, and makes no claim to own, the Intellectual Property Rights in any Third Party Components and no Third Party Components are licensed to Licensee by AirMap. Licensee is solely responsible for obtaining all necessary consents and other rights with respect to such Third Party Components and, subject to the terms and conditions of this Agreement, Licensee will comply with all third party terms, conditions and policies that apply to such consents and other rights. AirMap is not responsible for any use of the SDK to run any applications developed by a third party or any applications that access Third Party Components, including for any performance, quality, accuracy, reliability or other aspect related to such use. Licensee is solely responsible and liable for accessing or using Third Party Components, and AirMap is not liable for any loss or damage that Licensee may suffer as a result of accessing or using such Third Party Components. At no time will Licensee do anything (including develop, market or distribute any Application) that in any way would cause any portion of the Service, the SDK or other AirMap proprietary software to be subject to any open source license, including any “copyleft” license.
9. Term; Termination
9.1. Generally. Either party may terminate this Agreement for its convenience, for any reason or no reason immediately upon notice.
9.2. Effects of Termination. Notwithstanding anything to the contrary in this Agreement, no termination of this Agreement will relieve Licensee of any of its obligations or liabilities accrued prior to such termination. Upon termination for any reason: (a) all rights granted to Licensee under this Agreement will immediately cease; (b) Licensee will immediately cease all activities authorized by this Agreement; and (c) Licensee will immediately cease using, and will immediately destroy or return to AirMap (at AirMap’s option), all copies of the SDK and of any derivatives thereof then in Licensee’s possession, custody or control and, in the case of destruction, certify to AirMap that Licensee has done so. Termination of this Agreement by AirMap will be without prejudice to any other right or remedy that AirMap may have, now or in the future.
9.3. Survival. The provisions of Sections 2, 3.5, 4, 5.1-5.3, 7, 8.1-8.3, 8.5, 9.2, 9.3, 10-15, and 17 will survive the termination of this Agreement.
10. Disclaimer of Warranties
NEITHER AIRMAP NOR ITS AFFILIATES MAKE ANY WARRANTIES, AND EACH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SDK OR THE SERVICE, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD- PARTY RIGHTS, INFORMATIONAL CONTENT, PERFORMANCE (INCLUDING RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SDK OR THE SERVICE), SYSTEMS INTEGRATION, INTERFERENCE WITH ENJOYMENT, OR OTHERWISE, AND THOSE WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. NO WARRANTY IS MADE THAT USE OF THE SDK OR THE SERVICE WILL BE ERROR-FREE, TIMELY, SECURE, OR UNINTERRUPTED, THAT THE SDK OR THE SERVICE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY ERRORS OR DEFECTS IN THE SDK OR THE SERVICE WILL BE CORRECTED, OR THAT THE SDK OR THE SERVICE’ FUNCTIONALITY WILL MEET LICENSEE’S REQUIREMENTS, INCLUDING COMPLIANCE WITH LAWS APPLICABLE TO LICENSEE (INCLUDING ANY PARTICULAR DATA PRIVACY, SECURITY OR RELATED LAW). EXCEPT AS EXPRESSLY SET FORTH HEREIN, USE OF THE SDK OR THE SERVICE IS AT LICENSEE’S OWN RISK ON AN “AS IS” BASIS, AND LICENSEE ACCEPTS RESPONSIBILITY FOR THE SELECTION AND ASSESSMENT OF THE SDK OR THE SERVICE TO ACHIEVE ITS INTENDED RESULTS AND TO MEET PRIVACY AND SECURITY REQUIREMENTS TO WHICH IT IS SUBJECT. AIRMAP, ON BEHALF OF ITSELF AND ITS AFFILIATES AND ITS AND THEIR SUPPLIERS, SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS OF THE SDK OR THE SERVICE FOR HIGH RISK ACTIVITIES, INCLUDING THE OPERATION OF NUCLEAR FACILITIES, MANNED AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL, DIRECT LIFE SUPPORT MACHINES OR WEAPONS SYSTEMS ENVIRONMENTS.
Licensee represents, warrants and undertakes that it has complied, and shall comply, with its applicable obligations under Data Protection Laws, including, without limitation, obtaining valid and effective consent from EU Data Subjects or other lawful basis for the transfer of EU Personal Data to AirMap and the processing and storage of EU and California Personal Data by AirMap envisaged by the terms of this Agreement and complying with the AirMap GDPR Data Processing Addendum (“DPA”) and AirMap CCPA Service Provider Addendum (“SPA”), available here (GDPR) and here (CCPA).
12. Support and Maintenance
Licensee is solely responsible for all aspects of each Application, including any maintenance, technical or other support for End Users or others in connection with such Application. Further, AirMap is not obligated to provide any maintenance, technical or other support for the Service or SDK, but may elect to do so solely in its discretion.
13. Limitation of Liability
13.1. IN NO EVENT WILL AIRMAP OR ITS AFFILIATES BE LIABLE TO LICENSEE, ITS AFFILIATES, END USERS OR ANY THIRD PARTY (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) FOR ANY LOSS OF PRODUCTION, LOSS OF OR CORRUPTION OF DATA, LOSS OF PROFITS OR OF CONTRACTS, LOSS OF BUSINESS OR OF REVENUES, LOSS OF OPERATION TIME, WASTED MANAGEMENT TIME, LOSS OF GOODWILL OR REPUTATION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, OR ANY INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL LOSS, DAMAGE, COST OR EXPENSE WHATSOEVER AND WHETHER OR NOT AIRMAP OR ITS AFFILIATES HAVE BEEN ADVISED OF SUCH POSSIBILITY. WITHOUT LIMITING THE FOREGOING, THE TOTAL COLLECTIVE LIABILITY OF AIRMAP AND ITS AFFILIATES TO LICENSEE, ITS AFFILIATES, END USERS OR ANY THIRD PARTY FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, WILL NOT, UNDER ANY CIRCUMSTANCES, EXCEED ONE THOUSAND DOLLARS ($1,000.00).
13.2. NO CLAIM OR ACTION RELATED TO THIS AGREEMENT OR TO AIRMAP OR LICENSEE, OR ITS OR THEIR AFFILIATES OR END USERS, MAY BE BROUGHT LATER THAN ONE (1) YEAR FROM THE DATE WHEN THE CLAIM FIRST COULD HAVE BEEN FILED UNDER LAW. IF ANY SUCH CLAIM IS NOT FILED WITHIN SUCH TIME PERIOD, SUCH CLAIM IS PERMANENTLY BARRED. THIS RESTRICTION APPLIES TO LICENSEE, LICENSEE’S SUCCESSORS AND END USERS, AND TO AIRMAP AND AIRMAP’S SUCCESSORS AND ASSIGNS.
13.3. THE FOREGOING LIMITATIONS AND EXCLUSIONS APPLY EXCEPT TO THE EXTENT EXPRESSLY PRECLUDED BY LAW.
14.1. Generally. Licensee will defend, at its expense, and indemnify and hold harmless AirMap, AirMap’s Affiliates, and its and their respective directors, officers, employees, partners, agents, invitees and contractors (collectively, “AirMap Indemnified Parties”) from any losses, liabilities, damages, awards, settlements, judgments, fees, costs and expenses (including reasonable attorneys’ fees and costs of suit) (collectively, “Losses”) arising out of or relating to any third-party assertion, claim, allegation, action, demand, proceeding or suit (“Claim”) brought against any AirMap Indemnified Party that arises out of or relates, in whole or in part, to (a) Licensee’s negligence or willful misconduct; (b) any breach (or claim or allegation that, if true, would be a breach) of this Agreement or of the AirMap GDPR Data Processing Addendum (“DPA”) and AirMap CCPA Service Provider Addendum (“SPA”), available here (GDPR) and here (CCPA) by Licensee; (c) any allegation that Licensee or an Application misappropriates or infringes any third-party’s Intellectual Property Right; (d) Licensee’s access to or use of the Service or SDK, or AirMap’s use of an End User’s Personal Data as contemplated by this Agreement; (e) any Application, its development, marketing, distribution or use, or any transactions conducted through it or Personal Data transmitted through it; (f) the operation of Licensee’s business in connection with the Service or SDK; (g) Licensee’s failure or alleged failure to comply with any and all privacy Laws, including in connection with Personal Data collected from End Users and shared with AirMap under this Agreement; or (i) any suspension or termination of Licensee’s or any Application’s use of the Service or SDK (including any such suspension or termination caused by AirMap). Licensee will not settle any indemnified Claim without AirMap’s express prior written consent, and AirMap may, at any time, elect to assume control of the defense and settlement of any indemnified Claim upon written notice to Licensee.
Further, Licensee agrees to indemnify, keep indemnified and defend at its own expense, AirMap against all costs, claims, damages or expenses incurred by AirMap or for which AirMap may become liable (including, without limitation, any claim brought by a EU Data Subject against, or fine imposed by a regulator upon, AirMap) due to: (i) Licensee’s breach of any representation, warranty or undertaking contained in section 11 above; and (ii) any failure by Licensee, its employees, or its agents to comply with Data Protection Laws.
14.2. Infringement of Intellectual Property Rights. In the event that any aspect of an Application becomes (or in AirMap’s reasonable opinion is likely to become) the object of any pending or threatened Claim as set forth in Section 14.1 above, Licensee will cease using the SDK in connection with such Application as soon as reasonably feasible and Licensee will notify such Application’s End Users that such Application is unavailable.
15.1. No Agency. This Agreement does not create any agency or partnership relationship between the parties.
15.2. Entire Agreement. This Agreement represents the parties’ entire agreement on this topic, superseding any prior or contemporaneous agreements. Any amendments must be in writing. In the event of a conflict between this Agreement and any other terms under which AirMap makes the SDK or the Service available, this Agreement will control except to the extent a particular provision of such other terms expressly provide that it is intended to modify this Agreement and specifically indicates the section(s) to be modified, in which event, such modified terms and conditions in the applicable other terms will control.
15.3. Assignment. Licensee may not assign or transfer this Agreement, or any of its rights or obligations under this Agreement, without the prior written consent of AirMap. Any purported assignment, sale, transfer, delegation or other disposition by Licensee, except as permitted herein, will be null and void. AirMap may assign this Agreement without consent in connection with a merger, reorganization, consolidation, change of control, or sale of all or substantially all of its assets related to this Agreement. Subject to the foregoing, this Agreement will be binding upon and will inure to the benefit of the parties and their respective successors and permitted assigns.
15.4. Severability; Interpretation. If any provision of this Agreement is found to be invalid or unenforceable, the validity of other provisions of this Agreement will not be affected and such provision will be enforced to the maximum extent possible. The words “include” and “including” will not be construed as terms of limitation, and will therefore mean “including but not limited to” and “including without limitation.”
15.5. Third-Party Beneficiaries. Licensee acknowledges and agrees that each AirMap Affiliate is a third-party beneficiary to this Agreement, and that each such AirMap Affiliate is entitled to enforce any provision of this Agreement that confers a benefit on it. For the avoidance of doubt, no other entity is a third-party beneficiary to this Agreement.
15.6. Dispute Resolution. Any controversy, claim or dispute arising out of or relating to this Agreement or the breach thereof, whether based on contract, tort, statute or other legal or equitable theory (the “Dispute”) shall be settled by binding arbitration administered by the American Arbitration Association in accordance with its applicable rules then in effect. The arbitration shall be governed by the United States Arbitration Act, 9 U.S.C. §§ 1-16. The award of the arbitrator shall be final and binding, and judgment on the award may be entered, confirmed and enforced in any court having jurisdiction thereof. The place of the arbitration shall be Santa Monica, California; however, preliminary conferences and hearings may be held in such other place(s), or by telephone, as the arbitrator(s) or the parties select from time to time for the purpose of compelling or receiving testimony or documentary evidence or otherwise.
15.7. Governing Law; Jurisdiction. This Agreement (and any claim or dispute arising in connection with this Agreement or Licensee’s use of the SDK or Service) is governed by and will be construed in accordance with the laws of the State of California, United States of America, without regard to its principles of conflicts of law. Licensee agrees to exclusive jurisdiction of the federal and state courts located in Los Angeles County, California, United States of America, and waives any jurisdictional, venue or inconvenient forum objections to such courts.
15.8. Notices. Any notice or communication permitted or required under this Agreement will be in writing and will be delivered in person or by courier, sent by electronic mail, delivered by overnight delivery service, or mailed by certified or registered mail, postage prepaid, return receipt requested, and addressed to such other address as will be given in accordance with this Section 15.8. If notice is given in person, by courier, or by electronic mail, it will be effective upon receipt; if notice is given by overnight delivery service, it will be effective two (2) business days after deposit with the delivery service; and if notice is given by mail, it will be effective five (5) business days after deposit in the mail. Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: If Licensee has a question or complaint regarding the SDK, Licensee may contact AirMap via e- mail at email@example.com. E-mail communications should not include credit card information or other sensitive information. Licensee may also contact AirMap by phone at firstname.lastname@example.org. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
15.9. Export Controls. Each party will comply with the export Laws of the United States and other applicable jurisdictions in providing and using the SDK or the Service. Without limiting the generality of the foregoing, Licensee will not make the SDK or the Service available to any third party that: (a) is located in a country that is subject to a U.S. government embargo; (b) is listed on any U.S. government list of prohibited or restricted parties; or (c) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction.
16. Additional General Data Protection Regulation (GDPR) and California Consumer Privacy Act (CCPA) Terms.
In addition to GDPR or CCPA-related terms elsewhere in this Agreement, you may have additional obligations under the GDPR or CCPA, depending on how you use the AirMap SDK or Service. By continuing to use the AirMap Service, you agree that you may have additional obligations under the GDPR or CCPA and that you will notify AirMap of any requirements that your use of the SDK or Service may impose on AirMap, as well as the following terms.
16.1. The terms contained in this Agreement incorporate the AirMap GDPR Data Processing Addendum (“DPA”), available here, only when the GDPR applies to your use of the AirMap SDK or Service to process Customer Data \ where you act as a controller of such data, or to process AirMap Data where you act as a processor of such data (as such terms are defined in the DPA). The terms contained in this Agreement incorporate the AirMap CCPA Service Provider Addendum (“SPA”) available here, only when the CCPA applies to your use of the AirMap SDK or Service to process on behalf of AirMap the Personal Information (as defined in the SPA) of California residents in connection with providing services to End Users.
16.2. The GDPR DPA is effective as of 25 May 2018 and replaces and supersedes any previously agreed data processing addendum between you and AirMap relating to the Directive 95/46/EC. The CCPA SPA is effective as of January 1, 2020.
17.1. “Affiliate” means any person or entity that, directly or indirectly, through one or more intermediaries is controlled by or under common control with a party. For the purposes of this definition, “control” means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such person or entity, whether through the ownership of voting securities, by contract or otherwise.
17.2. “API” means an application programming interface (that may consist of code, instructions or other data and information) made available by AirMap to Licensee under this Agreement that is designed to permit an Application to interface with the Service in accordance with terms and conditions of this Agreement.
17.3. “Application” means any Licensee software application that incorporates or uses all or a portion of the SDK to access the Service in accordance with the terms and conditions of this Agreement (e.g., a mobile app or web page that makes calls to the API, contains Sample Code or was developed using a Tool).
17.4. “CCPA” means the California Consumer Privacy Act of 2018, as amended (Cal. Civ. Code §§ 1798.100 to 1798.199), and any related regulations or guidance provided by the California Attorney General.
17.5. “Confidential Information” means any non-public information of AirMap provided or made available to Licensee under circumstances reasonably indicating its confidentiality. For the avoidance of doubt, Confidential Information does not include any information to the extent it: (i) is or becomes generally available to the public through no disclosure constituting a breach under this Agreement; (ii) is wholly and independently developed by Licensee without the use of Confidential Information; (iii) becomes available to Licensee from a source not a party to this Agreement, provided that such source is not violating any Law or contractual obligation; (iv) was known on a Lawful, non-confidential basis by Licensee prior to disclosure hereunder; (v) constitutes a Third Party Component included in the SDK; or (vi) is required, based upon the reasonable advice of counsel, to be disclosed by Law.
17.6. “Content” means any airspace, geographic, municipal or locational information provided by AirMap.
17.7. “Data Protection Laws” means any data protection, privacy or similar laws or regulations anywhere in the world relating inter alia to the processing or other use of personal data, including the GDPR, the Privacy and Electronic Communications Directive, and the CCPA.
17.8. “Directive” means European Directive 95/46/EC on the protection of individuals with regard to the processing of personal data and on the free movement of such data, as amended or superseded from time to time.
17.9. “Documentation” will mean any operating instructions, user manuals, help files and other technical information, documentation and materials, in written or electronic form.
17.10. “End User” means an end user of an Application.
17.11. “EU Data Subject” shall have (until 24 May 2018) the meaning ascribed to “Data Subject” under the Directive and (from 25 May 2018) the meaning given to “Data Subject” under the GDPR.
17.12. “EU Personal Data” shall have (until 24 May 2018) the meaning ascribed to “Personal Data” under the Directive and (from 25 May 2018) the meaning given to “Personal Data” under the GDPR.
17.13. “GDPR” means Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data an and the free movement of such data, and to the extent the GDPR is no longer applicable in the United Kingdom, any implementing legislation or legislation having equivalent effect in the United Kingdom.
17.14. “Intellectual Property Rights” means any and all patents, patent applications, trademarks, trademark applications, service marks, service mark applications, trade names, copyrights, trade secrets, domain names, information and proprietary rights and processes, and similar or other intellectual property rights.
17.15. “Key” means a unique string that identifies Licensee or an Application as an authorized user of an API or Tool, assigned by AirMap to Licensee and activated in AirMap’s discretion that is intended to enable Licensee to use such API or Tool, as applicable.
17.16. “Law” means an applicable law, rule, regulation, subpoena or order of a court of competent jurisdiction, including all applicable foreign, federal, state and local criminal, civil, statutory and other laws and regulations; and any applicable guidance and codes of practice issued by the relevant data protection or supervisory authority.
17.17. “Personal Data” means (i) any natural person’s name, street address, telephone number, e- mail address, photograph, Social Security number or tax identification number, driver’s license number, passport number, payment card number, bank information, or customer or account number, biometric identifiers (including without limitation video or photographic images, fingerprints, and voice biometric data relating to individuals), health-related information or data, account password or answers to account security questions, or any other piece of information that allows the location of, identification of, or contact with a natural person; (ii) any other information if such information is defined as “personal data”, “personally identifiable information”, or “personal information” under any privacy Law; and (iii) any information that is associated, directly or indirectly (by, for example, records linked via unique keys), with any of the foregoing.
17.18. “Privacy and Electronic Communications Directive” means Directive 2009/136/EC of the European Parliament and of the Council of 25 November 2009 amending Directive 2002/22/EC on universal service and users’ rights relating to electronic communications networks and services, Directive 2002/58/EC concerning the processing of personal data and the protection of privacy in the electronic communications sector and Regulation (EC) No 2006/2004 on cooperation between national authorities responsible for the enforcement of consumer protection laws.
17.19. “Sample Code” means sample software code (excluding any API or Key) that AirMap makes available to Licensee under this Agreement and that expressly illustrates how to develop an Application so that it may interface with the Service.
17.20. “SDK” means the AirMap software development kit as provided to Licensee by AirMap under this Agreement, including the Sample Code, API, Tools and Documentation.
17.21. “Service” means any AirMap online services that processes a UAV operator’s request for information relating to the airspace or environment in which an intended operation will occur or any other service that AirMap makes available through an API.
17.22. “Terms of Service” means AirMap’s terms of service for the Service which are currently available at https://www.airmap.com/terms-service/ as such terms may be updated by AirMap from time to time.
17.23. “Third Party Components” means any open-source or third party proprietary software that may be included in or used with the SDK or the Service.
17.24. “Tool” means any code, image, software, utility or tool (excluding Sample Code) that AirMap provides to Licensee under this Agreement for Licensee’s use in connection with the development of an Application.
17.25. “UAV” means an unmanned aerial vehicle, also known as a remotely piloted aircraft system (RPAS), unmanned aircraft system (UAS) or drone.