Terms of Service: Drona HQ Services
Deltecs Infotech Pvt. Ltd. (“DronaHQ,” “we,” “us,” or “our”) provides a collection of tools and resources to securely build, manage, and deploy applications (collectively, the "Services"). These Terms of Service (this “Agreement“) contains the terms and conditions that govern your access to and use of the Services and is an agreement between DronaHQ and you or the entity you represent (“you“ or “customer”). This Agreement takes effect when you click an “I Accept” button or check box presented with these terms or when you use any of the Services (the “Effective Date“). You represent to us that you are lawfully able to enter into contracts (e.g., you are not a minor). If you are entering into this Agreement for an entity, such as the company you work for, you represent to us that you have legal authority to bind that entity. Please see Section 15 for definitions of certain capitalized terms used in this Agreement.
1. Use of the Services.
You may access and use the Services in accordance with this Agreement. Service Level Agreements may apply to certain Services. You will adhere to all laws, rules, and regulations applicable to your use of the Services, including the Service Terms, the Acceptable Use Policy and the other Policies that DronaHQ may publish from time to time.
1.2 Availability of the Services.
While DronaHQ will operate the Services consistent with industry standards, DronaHQ does not guarantee, represent or warrant that your access to any of the Services will be uninterrupted or error-free. In addition, while DronaHQ makes reasonable efforts to ensure that all Content and/or information submitted by you to DronaHQ will be secure, DronaHQ does not guarantee that the Services will be free from loss, corruption, attack, viruses, “worms”, “trojan horses” or other harmful components, or from interference, hacking or other security intrusions. You should be sure to back up your own system periodically to ensure that all Content is available to you in the event of any loss or damage. DronaHQ may change, suspend or discontinue any of the Services at any time. DronaHQ may also impose limits on the use of or access to certain features or portions of the Services, in any case without notice or liability.
1.3 Your Account.
To access the Services, you must create a DronaHQ domain associated with a valid e-mail address. Unless explicitly permitted by the Service Terms, you may only create one account per email address. You are responsible for all activities that occur under your account, regardless of whether the activities are undertaken by you, your employees, your domain users, or a third party (including your contractors or agents) and, except to the extent caused by our breach of this Agreement, we and our affiliates are not responsible for unauthorized access to your account. You will contact us immediately if you believe an unauthorized third party may have accessed your account or if any account information is lost or stolen.
1.4 Support to You.
For DronaHQ support subscribed customers, we will use commercially reasonable efforts to assist you to resolve problems in your use of the Services. Support for DronaHQ does not include support for software other than software offered by us as a part of the Services, and does not include sample or beta applications.
1.5 Third Party Content.
Third Party Content, such as software applications, data, or API’s provided by third parties, may be made available directly to you by other companies or individuals under separate terms and conditions, including separate fees and charges. Because we may not have tested or screened the Third Party Content, your use of any Third Party Content is at your sole risk.
2.1 To the Services.
Subject to any Service Level Agreement to which We have expressly agreed with You, We may change, discontinue, or deprecate any of the Services (including the Services as a whole) or change or remove features or functionality of the Services, including APIs, from time to time. We will notify you of any material change to or discontinuation of the Services.
2.2 To the Service Level Agreements.
We may change, discontinue or add Service Level Agreements from time to time.
3. Data Privacy.
4. Your Responsibilities
4.1 Your Content.
You are solely responsible for the development, content, operation, maintenance, and use of Your Content. For example, you are solely responsible for:
(a) the technical operation of Your Content, including ensuring that calls you make to any Service are compatible with then-current APIs for that Service;
(b) compliance of Your Content with the Acceptable Use Policy, the other Policies, and the law;
(c) any claims relating to Your Content; and
(d) properly handling and processing notices sent to you (or any of your affiliates) by any person claiming that Your Content violate such person’s rights, including notices pursuant to the Digital Millennium Copyright Act.
4.2 Other Security and Backup.
You are responsible for properly configuring and using the Services and taking your own steps to maintain appropriate security, protection and backup of Your Content. Log-in credentials and private keys generated by the Services are for your internal use only and you may not sell, transfer or sublicense them to any other entity or person, except that you may disclose your private key to your agents and subcontractors performing work on your behalf.
4.3 End User Violations.
You will be deemed to have taken any action that you permit, assist or facilitate any person or entity to take related to this Agreement, Your Content or use of the Services. You are responsible for End Users’ use of Your Content and the Services and the use of the Service Offering by End Users on your domain. You will ensure that all End Users comply with your obligations under this Agreement and that the terms of your agreement with each End User are consistent with this Agreement. If you become aware of any violation of your obligations under this Agreement by an End User, you will immediately terminate such End User’s access to Your Content and the Services.
4.4 End User Support.
You are responsible for providing customer service (if any) to End Users. We do not provide any support or services to End Users unless we have a separate agreement with you or an End User obligating us to provide support or services.
5. Fees and Payment
5.1. Service Fees.
You will pay us the applicable fees and charges for use of the Services as described on the applicable Order using one of the payment methods we support, or as my otherwise be agreed in writing. All amounts payable under this Agreement will be made without setoff or counterclaim, and without any deduction or withholding. Fees and charges for any new Service or new feature of a Service will be effective when we post updated fees and charges on the DronaHQ Site unless we expressly state otherwise in a notice. We may increase or add new fees and charges for any existing Services by giving you at least 30 days’ advance notice. All fees are non-refundable and non-cancellable under any circumstances. We may charge you interest at the rate of 1.5% per month (or the highest rate permitted by law, if less) on all late payments.
All fees and charges payable by you are exclusive of applicable taxes and duties, including VAT and applicable sales tax. You will provide us any information we reasonably request to determine whether we are obligated to collect VAT from you, including your VAT identification number. If you are legally entitled to an exemption from any sales, use, or similar transaction tax, you are responsible for providing us with legally-sufficient tax exemption certificates for each taxing jurisdiction. We will apply the tax exemption certificates to charges under your account occurring after the date we receive the tax exemption certificates. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.
6. Temporary Suspension
We may suspend your or any End User’s right to access or use any portion or all of the Services immediately upon notice to you if we determine:
(a) your or an End User’s use of or registration for the Services (i) poses a security risk to the Services or any third party, (ii) may adversely impact the Services or the systems or Content of any other DronaHQ customer, (iii) may jeopardize our relationship with any third party providers, such a distribution on an app store, (iv) may subject us, our affiliates, or any third party to liability, or (v) may be fraudulent;
(b) you are, or any End User is, in breach of this Agreement, including if you are delinquent on your payment obligations for more than 15 days; or
(c) you have ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding.
6.2 Effect of Suspension.
If we suspend your right to access or use any portion or all of the Services:
(a) you remain responsible for all fees and charges you have incurred through the date of suspension; and
(b) you remain responsible for any applicable fees and charges for any Services to which you continue to have access, as well as applicable data storage fees and charges, and fees and charges for in-process tasks completed after the date of suspension.
Our right to suspend your or any End User’s right to access or use the Services is in addition to our right to terminate this Agreement pursuant to Section 7.2.
7. Term; Termination
The term of this Agreement shall be as provided in the Order (the “Initial Term”). The term will automatically renew for successive one (1) year terms (each a “Renewal Term”) unless either party gives written notice of its intent not to renew at least thirty (30) days prior to the end of the current Term. (“Term” shall mean the Initial Term as extended by each Renewal Term.) .
(ii) By Us. We may also terminate this Agreement immediately upon notice to you (A) for cause, if any act or omission by you or any End User results in a suspension described in Section 6.1, (B) if our relationship with a third party partner who provides software or other technology we use to provide the Services expires, terminates or requires us to change the way we provide the software or other technology as part of the Services or otherwise objects to the use of the Services by you or any of your End Users, (c) if we believe providing the Services could create a substantial economic or technical burden or material security risk for us, (D) in order to comply with the law or requests of governmental entities, or (E) if we determine use of the Services by you or any of your End Users or our provision of any of the Services to you or any End Users has become impractical or unfeasible for any legal or regulatory reason.
7.3. Effect of Termination.
Generally. Upon any termination of this Agreement:
(a) all your rights under this Agreement immediately terminate;
(b) you remain responsible for all fees and charges you have incurred through the date of termination, including fees and charges for in-process tasks completed after the date of termination;
(c) we will retain Your Content for a period of not more than thirty (30) days whereupon we will delete any of Your Content in our possession and have no further liability for the retention or preservation of same;
(d) you will immediately return or, if instructed by us, destroy all DronaHQ Content in your possession; and
(e) Sections 4.1, 5, 7.3, 8 (except 8.4), 9, 10, 11, 12, 13, 14 and 15 will continue to apply in accordance with their terms.
8. Proprietary Rights
8.1 Your Content.
As between you and us, you or your licensors own all right, title, and interest in and to Your Content. Except as provided in this Section 8, we obtain no rights under this Agreement from you or your licensors to Your Content, including any related intellectual property rights. You consent to our use of Your Content to provide the Services to you and any End Users. We may disclose Your Content to provide the Services to you or any End Users you have designated to receive Your Content or to comply with any request of a governmental or regulatory body (including subpoenas or court orders).
8.3 Adequate Rights.
You represent and warrant to us that: (a) you or your licensors own all right, title, and interest in and to Your Content and Your Submissions; (b) you have all rights in Your Content and Your Submissions necessary to grant the rights contemplated by this Agreement; and (c) none of Your Content, Your Submissions or End Users’ use of Your Content, Your Submissions or the Services Offerings will violate the Acceptable Use Policy.
8.4 Services License.
As between you and us, we or our affiliates or licensors own and reserve all right, title, and interest in and to the Services. We grant you a limited, revocable, non-exclusive, non-sublicensable, non-transferrable license to do the following during the Term: (i) access and use the Services solely in accordance with this Agreement; and (ii) copy and use the DronaHQ Content solely in connection with your permitted use of the Services. Except as provided in this Section 8.4, you obtain no rights under this Agreement from us or our licensors to the Services, including any related intellectual property rights. Some DronaHQ Content, including DronaHQ software products, may be provided to you under a separate license. In the event of a conflict between this Agreement and any separate license, the separate license will prevail with respect to that DronaHQ Content.
8.5 License Restrictions.
Neither you nor any End User may use the Services in any manner or for any purpose other than as expressly permitted by this Agreement. Neither you nor any End User may, or may attempt to, (a) modify, alter, tamper with, repair, or otherwise create derivative works of any software included in the Services (except to the extent software included in the Services are provided to you under a separate license that expressly permits the creation of derivative works), (b) reverse engineer, disassemble, or decompile the Services or apply any other process or procedure to derive the source code of any software included in the Services, (c) access or use the Services in a way intended to avoid incurring fees or exceeding usage limits or quotas, or (d) resell or sublicense the Services. All licenses granted to you in this Agreement are conditional on your continued compliance this Agreement, and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement. During and after the Term, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our affiliates, customers, vendors, business partners, or licensors, any patent infringement or other intellectual property infringement claim regarding any Services you have used. You may only use the DronaHQ Marks in accordance with the Trademark Use Guidelines.
If you provide any Suggestions to us or our affiliates, we will own all right, title, and interest in and to the Suggestions, even if you have designated the Suggestions as confidential. We and our affiliates will be entitled to use the Suggestions without restriction.
You will defend, indemnify, and hold harmless us, our affiliates and licensors, and each of their respective employees, officers, directors, and representatives from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any third party claim concerning: (a) your or any End Users’ use of the Services (including any activities under your DronaHQ account and use by your employees and personnel); (b) breach of this Agreement or violation of applicable law by you or any End User; (c) Your Content or the combination of Your Content with other applications, content or processes, including any claim involving alleged infringement or misappropriation of third-party rights by Your Content or by the use, development, design, production, advertising or marketing of Your Content; or (d) a dispute between you and any End User. If we or our affiliates are obligated to respond to a third party subpoena or other compulsory legal order or process described above, you will also reimburse us for reasonable attorneys’ fees, as well as our employees’ and contractors’ time and materials spent responding to the third party subpoena or other compulsory legal order or process at our then-current hourly rates. THE FOREGOING INDEMNIFICATION WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER'S USE OF THE SERVICES.
We will promptly notify you of any claim subject to Section 9.1, but our failure to promptly notify you will only affect your obligations under Section 9.1 to the extent that our failure prejudices your ability to defend the claim. You may: (a) use counsel of your own choosing (subject to our written consent) to defend against any claim; and (b) settle the claim as you deem appropriate, provided that you obtain our prior written consent before entering into any settlement. We may also assume control of the defense and settlement of the claim at any time.
10. Copyright Infringement.
Reporting Claims of Copyright Infringement (Worldwide). DronaHQ will respond to notices of copyright infringement that comply with applicable law. If a copyright holder in any jurisdiction believes that there has been a violation of his/her copyright on a site that is hosted by DronaHQ or a DronaHQ subsidiary, the copyright holder may request that DronaHQ remove or disable the material by submitting written notification to us at firstname.lastname@example.org.
10.2. Reporting Claims of Copyright Infringement (US).
If a copyright holder in any jurisdiction believes that there has been a violation of his/her copyright on a site that is hosted by DronaHQ or a DronaHQ subsidiary, the copyright holder may request that DronaHQ remove or disable the material by submitting written notification to us to our Copyright Agent (designated below). In accordance with the Digital Millennium Copyright Act (" DMCA"), the written notice must include substantially the following:
Our designated Copyright Agent to receive DMCA notices is: Adam Mishcon Adam Mishcon PA 4400 NE 77th Ave Vancouver, WA 98662 Please be aware that if you knowingly make a material misrepresentation that material or activity is infringing your copyright, you may be held liable for damages under the DMCA.
- A signature (physical or electronic) of a person authorized to act on the copyright owner's behalf.
- Identification of the copyrighted work that is claimed to have been infringed, or, if the claim involves multiple copyrighted works, a representative list of such works.
- Identification of the material that is claimed to be infringing, with information sufficient to permit us to locate the material.
- Contact information for the person giving the notification, including name, address, telephone, and email address.
- A statement that the person giving the notification has a good faith belief that use of the copyrighted material is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the person giving the notification is authorized to act on behalf of the copyright owner.
10.3. Copyright Counter-Notifications.
If you believe that you have had material removed or disabled by mistake or misidentification, you may file a counter-notification with DronaHQ by submitting written notification to us at email@example.com, or if pursuant to the DCMA, to our copyright agent (identified above), and the Counter-Notice must contain substantially all the following:
The DMCA allows DronaHQ to restore the removed content if the party filing the original DMCA Notice does not file a court action against you within ten business days of receiving the copy of your Counter-Notice. Please be aware that if you knowingly make a material misrepresentation that material or activity was removed or disabled by mistake or misidentification, you may be held liable for damages under the DMCA.
- A signature (physical or electronic) of the person submitting the counter-notification.
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access disabled.
- Contact information for the person submitting the counter-notification, including name, address, telephone, and email address.
- A statement under penalty of perjury by the person submitting the counter-notification that he/she has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification.
- A statement by the person submitting the counter-notification that you will consent to the jurisdiction of the Federal District Court for the judicial district in which it is located (or if you reside outside the United States for any judicial district in which you may use the Services) and that you will accept service from the person (or an agent of that person) who submitted the DMCA notice at issue.
10.4. Repeat Infringers.
It is DronaHQ's policy in appropriate circumstances to disable and/or terminate the accounts of customers who repeatedly infringe copyrights.
THE SERVICE OFFERINGS ARE PROVIDED “AS IS.” WE AND OUR AFFILIATES AND LICENSORS MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE REGARDING THE SERVICE OFFERINGS OR THE THIRD PARTY CONTENT, INCLUDING ANY WARRANTY THAT THE SERVICE OFFERINGS OR THIRD PARTY CONTENT WILL BE UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, OR THAT ANY CONTENT, INCLUDING YOUR CONTENT OR THE THIRD PARTY CONTENT, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. EXCEPT TO THE EXTENT PROHIBITED BY LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR QUIET ENJOYMENT, TITLE, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION AND/OR LIMITATION OF IMPLIED REPRESENTATIONS, CONDITIONS OR WARRANTIES, OR ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, DRONAHQ’S WARRANTIES, CONDITIONS AND REPRESENTATIONS WITH RESPECT TO THIS WEBSITE, THE SERVICES, AND SOFTWARE WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW IN SUCH JURISDICTION.
12. Limitations of Liability.
WE AND OUR AFFILIATES OR LICENSORS WILL NOT BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA), EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH: (A) YOUR INABILITY TO USE THE SERVICES, INCLUDING AS A RESULT OF ANY (I) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS, (II) OUR DISCONTINUATION OF ANY OR ALL OF THE SERVICE OFFERINGS, OR, (III) WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SLAS, ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE SERVICES FOR ANY REASON, INCLUDING AS A RESULT OF POWER OUTAGES, SYSTEM FAILURES OR OTHER INTERRUPTIONS; (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; (c) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF OR ACCESS TO THE SERVICE OFFERINGS; OR (D) ANY UNAUTHORIZED ACCESS TO, ALTERATION OF, OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF YOUR CONTENT OR OTHER DATA. IN ANY CASE, OUR AND OUR AFFILIATES’ AND LICENSORS’ AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL BE LIMITED TO THE AMOUNT YOU ACTUALLY PAY US UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIM DURING THE 12 MONTHS PRECEDING THE CLAIM. IN ADDITION, YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE SUCH CAUSE OF ACTION WILL BE PERMANENTLY BARRED. SOME JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CONSEQUENTIAL, INCIDENTAL, SPECIAL OR OTHER DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO CUSTOMER. IN SUCH EVENT, THE LIABILITY OF DRONAHQ, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FOR SUCH DAMAGES WITH RESPECT TO THE SERVICES WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND WILL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR CUSTOMER’S USE OF THIS WEBSITE OR THE SERVICES FOUND AT THIS WEBSITE.
13. Modifications to the Agreement.
We may modify this Agreement (including any Policies) at any time by posting a revised version on the DronaHQ Site or by otherwise notifying you in accordance with Section 13.7. The modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications to this Agreement, you agree to be bound by the modified terms. It is your responsibility to check the DronaHQ Site regularly for modifications to this Agreement. We last modified this Agreement on the date listed at the beginning of this Agreement. We may also modify this Agreement if so indicated in a Subscription Ordee. We may assign this Agreement in whole or part, which assignment will inure to the benefit of Our successors and assigns.
14.1 Confidentiality and Publicity.
You may use DronaHQ Confidential information only in connection with your use of the Services as permitted under this Agreement. You will not disclose Confidential Information during the Term or at any time during the 5 year period following the end of the Term. You will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of Confidential Information, including, at a minimum, those measures you take to protect your own confidential information of a similar nature. You will not issue any press release or make any other public communication with respect to this Agreement or your use of the Services. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to you or your business endeavors), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this Agreement. You agree to be identified as a customer of ours and you agree that DronaHQ may refer to you by name, trade name and trademark, if applicable, and may briefly describe your business in our marketing materials and web site.
14.2 Force Majeure.
We and our affiliates will not be liable for any delay or failure to perform any obligation under this Agreement where the delay or failure results from any cause beyond our reasonable control, including acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism, or war.
14.3 Independent Contractors; Non-Exclusive Rights.
We and you are independent contractors, and neither party, nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other. Both parties reserve the right (a) to develop or have developed for it products, services, concepts, systems, or techniques that are similar to or compete with the products, services, concepts, systems, or techniques developed or contemplated by the other party and (b) to assist third party developers or systems integrators who may offer products or services which compete with the other party’s products or services.
14.4 No Third Party Beneficiaries.
This Agreement does not create any third party beneficiary rights in any individual or entity that is not a party to this Agreement.
14.5 U.S. Government Rights.
Any Services provided to the U.S. Government are provided as “commercial items,” “commercial computer software,” “commercial computer software documentation,” and “technical data” with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. Government and these terms fail to meet the U.S. Government’s needs or are inconsistent in any respect with federal law, you will immediately discontinue your use of the Services. The terms “commercial item” “commercial computer software,” “commercial computer software documentation,” and “technical data” are defined in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement.
14.6 Import and Export Compliance.
In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control. For clarity, you are solely responsible for compliance related to the manner in which you choose to use the Services, including your transfer and processing of Your Content, the provision of Your Content to End Users, and the geographic territory in which any of the foregoing occur.
(a) To You. We may provide any notice to you under this Agreement by: (i) posting a notice on the DronaHQ Site; or (ii) sending a message to the email address then associated with your account. Notices we provide by posting on the DronaHQ Site will be effective upon posting and notices we provide by email will be effective when we send the email. It is your responsibility to keep your email address current. You will be deemed to have received any email sent to the email address then associated with your account when we send the email, whether or not you actually receive the email.
(b) To Us. To give us notice under this Agreement, you must contact DronaHQ as follows: by personal delivery, overnight courier or registered or certified mail to Deltecs Infotech Pvt. Ltd., A-309 Crystal Plaza, New Link Road, Andheri (W), Mumbai 400053. We may update the address for notices to us by posting a notice on the DronaHQ Site. Notices provided by personal delivery will be effective immediately. Notices provided by overnight courier will be effective one business day after they are sent. Notices provided registered or certified mail will be effective three business days after they are sent provided evidence of receipt is complete.
(c) Language. All communications and notices to be made or given pursuant to this Agreement must be in the English language.
You will not assign this Agreement, or delegate or sublicense any of your rights under this Agreement, without our prior written consent, which may be withheld in our sole discretion. Any assignment or transfer in violation of this Section 13.8 will be void. DronaHQ may assign this Agreement at any time. Subject to the foregoing, this Agreement will be binding upon, and inure to the benefit of the parties and their respective successors and assigns.
14.9 No Waivers.
The failure by us to enforce any provision of this Agreement will not constitute a present or future waiver of such provision nor limit our right to enforce such provision at a later time. All waivers by us must be in writing to be effective.
If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions will be interpreted to effect and intent of the original portion. If such construction is not possible, the invalid or unenforceable portion will be severed from this Agreement but the rest of the Agreement will remain in full force and effect.
14.11 Governing Law; Venue.
For citizens and residents of the United States and entities chartered in the United States, the laws of the State of California, US, without reference to conflict of law rules, govern this Agreement and any dispute of any sort that might arise between you and us. Any dispute relating in any way to the Services or this Agreement may be adjudicated exclusively in any state or federal court in California, US. You consent to exclusive jurisdiction and venue in those courts. For all other customers, this Agreement shall be governed and construed in accordance with the laws of India and subject to the exclusive jurisdiction of the Court in Mumbai whose courts shall be the sole courts of competent jurisdiction. Any award made by those bodies to a party shall be enforceable upon application in the Courts of the other party as if an existing final judgement in the Courts of that other party. We may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our, our affiliates, or any third party’s intellectual property or other proprietary rights. The United Nations Convention for the International Sale of Goods does not apply to this Agreement.
14.12 Entire Agreement; English Language.
This Agreement includes the Policies and is the entire agreement between you and us regarding the subject matter of this Agreement. This Agreement supersedes all prior or contemporaneous representations, understandings, agreements, or communications between you and us, whether written or verbal, regarding the subject matter of this Agreement. Notwithstanding any other agreement between you and us, the security and data privacy provisions in Section 3 of this Agreement contain our and our affiliates’ entire obligation regarding the security, privacy and confidentiality of Your Content. We will not be bound by, and specifically object to, any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by you in any order, receipt, acceptance, confirmation, correspondence or other document. If the terms of this document are inconsistent with the terms contained in any Policy, the terms contained in this document will control, except that the Service Terms will control over this document. If we provide a translation of the English language version of this Agreement, the English language version of the Agreement will control if there is any conflict.
“Acceptable Use Policy” means the policy currently available at dronahq.com/aup as it may be updated by us from time to time.
“API” means an application program interface.
“Confidential Information” means all nonpublic information disclosed by us, our affiliates, business partners or our or their respective employees, contractors or agents that is designated as confidential or that, given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential. Confidential Information includes: (a) nonpublic information relating to our or our affiliates or business partners’ technology, customers, business plans, promotional and marketing activities, finances and other business affairs; (b) third-party information that we are obligated to keep confidential; and (c) the nature, content and existence of any discussions or negotiations between you and us or our affiliates. Confidential Information does not include any information that: (i) is or becomes publicly available without breach of this Agreement; (ii) can be shown by documentation to have been known to you at the time of your receipt from us; (iii) is received from a third party who did not acquire or disclose the same by a wrongful or tortious act; or (iv) can be shown by documentation to have been independently developed by you without reference to the Confidential Information.
“Content” means data, text, audio, video, images, code, software or other content.
“Documentation” means the developer guides, getting started guides, user guides, quick reference guides, and other technical and operations manuals and specifications for the Services, as such documentation may be updated by us from time to time.
“DronaHQ Content” means Content we or any of our affiliates make available in connection with the Services or on the DronaHQ Site to allow access to and use of the Services, including Documentation; sample code; software libraries; APIs; command line tools; and other related technology. DronaHQ Content does not include the Services.
“DronaHQ Marks” means any trademarks, service marks, service or trade names, logos, and other designations of DronaHQ and its affiliates that we may make available to you in connection with this Agreement.
“DronaHQ Site” means http://www.dronahq.com and any successor or related site designated by us.
“End User” means any individual that directly or indirectly through another user: (a) accesses or uses Your Content; or (b) otherwise accesses or uses the Services under your account.
“Order” means the Subscription Order that you submitted online or the Subscription Order Form you executed in connection with the Services. Capitalized terms used in the Order and not otherwise defined therein shall have the meanings ascribed to them in this Agreement.
“Policies” means the Acceptable Use Policy, the Service Terms, the Trademark Use Guidelines, any restrictions described in DronaHQ Content or on the DronaHQ Site, and any other policy or terms referenced in or incorporated into this Agreement. Policies do not include whitepapers or other marketing materials referenced on the DronaHQ Site.
“Service(s)” means each of the services made available by us or our affiliates, including those services described in an Order for Services.
“Service Level Agreement” means all service level agreements that we offer with respect to the Services and post on the DronaHQ Site or include in an Order.
“Services” means the Services (including associated APIs), together with the DronaHQ Content, and any other product or service provided by us under this Agreement. Services do not include Third Party Content.
“Service Terms” means the rights and restrictions for particular Services attached hereto as Appendix A and made a part hereof.
“Suggestions” means any and all suggested improvements to the Services that you provide to us.
“Term” means the term of this Agreement described in Section 7.1.
“Third Party Content” means Content made available to you by any third party in conjunction with the Services.
“Trademark Use Guidelines” means the guidelines and license generally provided by DronaHQ, as they may be updated by us from time to time.
“Your Content” means Content you or any End User (a) run on the Services, (b) cause to interface with the Services, or (c) upload to the Services under your account or domain, or otherwise transfer, process, use or store in connection with your account.
“Your Submissions” means Content that you post or otherwise submit to developer forums, sample code repositories, public data repositories, or similar community-focused areas of the DronaHQ Site or the Services.
DronaHQ Service Terms
1.1. You may only use the Services to store, retrieve, query, serve, and execute Content that is owned, licensed or lawfully obtained by you. As used in these Service Terms, “Your Content” includes any “Company Content”. As part of the Services, you may be allowed to use certain software (including related documentation) provided by us or third party licensors. This software is neither sold nor distributed to you and you may use it solely as part of the Services. You may not transfer it outside the Services without specific authorization to do so.
1.2. You must comply with the current technical documentation applicable to the Services (including the applicable developer guides) as posted by us and updated by us from time to time on the DronaHQ Site. In addition, if you create technology that works with a Service, you must comply with the current technical documentation applicable to that Service (including the applicable developer guides) as posted by us and updated by us from time to time on the DronaHQ Site.
1.3. You will provide information or other materials related to Your Content (including copies of any client-side applications) as reasonably requested by us to verify your compliance with the Agreement. We may monitor the external interfaces (e.g., ports) of Your Content to verify your compliance with the Agreement. You will not block or interfere with our monitoring, but you may use encryption technology or firewalls to help keep Your Content confidential. You will reasonably cooperate with us to identify the source of any problem with the Services that we reasonably believe may be attributable to Your Content or any end user materials that you control.
1.4. If we reasonably believe any of Your Content violates the law, infringes or misappropriates the rights of any third party or otherwise violates a material term of the Agreement (including the Documentation, the Service Terms, or the Acceptable Use Policy) (“Prohibited Content”), we will notify you of the Prohibited Content and may request that such content be removed from the Services or access to it be disabled. If you do not remove or disable access to the Prohibited Content within 2 business days of our notice, we may remove or disable access to the Prohibited Content or suspend the Services to the extent we are not able to remove or disable access to the Prohibited Content. Notwithstanding the foregoing, we may remove or disable access to any Prohibited Content without prior notice in connection with illegal content, where the content may disrupt or threaten the Services, pursuant to the DCMA or as required to comply with law or any judicial, regulatory or other governmental order or request. In the event that we remove content without prior notice, we will provide prompt notice to you unless prohibited by law.
1.5. From time to time, we may offer free or discounted pricing programs covering certain usage of the Services (each a “Special Pricing Program”). We may stop accepting new sign-ups or discontinue a Special Pricing Program at any time. Standard charges will apply after a Special Pricing Program ends or if you exceed the limitations by the Special Pricing Program. You must comply with any additional terms, restrictions, or limitations (e.g., limitations on the total amount of usage) for the Special Pricing Program as described in the offer terms for the Special Pricing Program or on the pricing page for the eligible Service(s). You may not access or use the Services in a way intended to avoid any additional terms, restrictions, or limitations (e.g., establishing multiple accounts in order to receive additional benefits under a Special Pricing Program), and we may immediately terminate your account if you do so. Any data stored or instances provided as part of a Special Pricing Program must be actively used.
1.6. If we make multiple discounts or pricing options for a Service available to you at one time, you will only be eligible to receive one discount or pricing option, and will not be entitled to cumulative discounting and pricing options.
1.7. You will ensure that all information you provide to us via the DronaHQ Site (for instance, information provided in connection with your registration for the Services, requests for increased usage limits, etc.) is accurate, complete and not misleading.
1.8. You will ensure that you and your End Users will comply with the terms of any agreement to which you or your End Users have agreed in downloading or using any software associated with the Service Offering from any third party, including where applicable, the Apple App Store, Google Play, and Blackberry World.
1.9. From time to time, we may apply upgrades, patches, bug fixes or other maintenance to the Services (“Maintenance”). We agree to use reasonable efforts to provide you with prior notice of any scheduled Maintenance (except for emergency Maintenance) and you agree to use reasonable efforts to comply with any Maintenance requirements that we notify you about.