Drone Service Addendum
This Drone Service Addendum (this “DSA”) is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 (“Motorola”) and the entity purchasing Products or Services (as defined below) from Motorola (“Customer”), and will be subject to, and governed by, the terms of the Motorola Solutions Customer Agreement and Subscription Software Addendum (collectively, the “MCA”) or Subscription Software Agreement (“SSA”), as applicable, entered into between the Parties, effective as of the earlier of (a) the first purchase of a Product or Service from Motorola, and (b) the date of the last signature on the first Ordering Document (as defined below) between the Parties (the “Agreement”), and the applicable Addenda. Capitalized terms used in this DSA, but not defined herein, will have the meanings set forth in the MCA, SSA or the applicable Addenda.
If you are purchasing Software or Services on behalf of your employer or another entity, you warrant that: (a) you have authority to bind your employer or the applicable entity, as “Customer” to this DSA; (b) you have read and understand this DSA; and (c) on behalf of the Customer that you represent, you agree to this DSA. If you do not have the legal authority to bind your employer or the applicable entity as Customer to this DSA, please do not complete the purchase of Motorola’s CAPE solution (“CAPE”) from Motorola.
This DSA governs Customer’s purchase of Motorola’s CAPE solution and will form part of the Parties’ Agreement. This DSA will control with respect to conflicting or ambiguous terms in the MCA or SSA or any other applicable Addendum, but only as applicable to the CAPE system purchased under this DSA and not with respect to other Products and Services.
1. DRONE SOFTWARE AND SERVICES
1.1 CAPE is a cloud platform for unmanned aerial vehicles (“Drones” or “Drone Hardware”) that provides the ability for Authorized Users to remotely operate a flying Drone camera in real-time. The CAPE platform combines flight control and real time video streaming on Drones.
1.2 Access to CAPE is offered on an annual subscription basis, priced according to the tier of the CAPE solution to be deployed. Pricing is provided in the applicable Ordering Document.
1.3 Limitations. Customer may access and use CAPE solely for its own benefit and in accordance with the terms of this DSA and the Agreement.
Customer will provide email addresses for Authorized Users who need access to Software and Services. Motorola will establish user accounts and provide access to Software and Services for Authorized Users defined by Customer. Motorola will provide initial Software and Services setup and initial training to specified customer pilots on the usage of the solution as set out in the applicable Ordering Document.
Customer is responsible for all Drone Hardware, Drone operations, operating policies and procedures, internet connectivity and all IT equipment and infrastructure. Customer is also responsible for providing Drone pilots and ensuring all such pilots have appropriate Federal Aviation Administration (“FAA”) authorizations for all Drone operations. Customer is responsible for also obtaining any FAA Certificate of Authorizations (“CoA”) and regulatory approvals and waivers needed to ensure safe and FAA compliant Drone operations. Customer is responsible for selecting Drone pilots capable of operating Drone Hardware. Motorola will solely provide access to Software and Services that supplements Customer’s Drone operations.
3. ACCESSING THE SERVICES
3.1 Account Authorization. Motorola will establish the customer account (“Account”) and provide Customer with an administrative portal. Customer may access the Software and Services and administer permissions, including establishing Authorized Users authorized to access its Account. Access information for the Customer Account is its internal use only. Customer agrees not sell, transfer or sublicense the access information to any other entity or person, except that Customer may enable access by its agents and subcontractors performing work on its behalf. Customer is responsible for the security of its passwords, use of its Account and for all activities that occur under its Account. Motorola, its affiliates and suppliers specifically disclaim any and all responsibility for unauthorized access to Customer Account. Customer agrees to diligently monitor its Account, to restrict use by unauthorized persons. Customer accepts full responsibility for any unauthorized use of the Services. Customer shall notify Motorola immediately of any unauthorized use of its password(s) or any other breach of security.
3.2 Necessary Equipment and Software: The Software and Services is a cloud service provided over the internet. Customer must provide all equipment and software necessary to connect to the Software and Services. Customer is solely responsible for any fees, including Internet connection or mobile fees, that incur when accessing the Software and Services and transferring data.
3.3. Security, Availability and Backup: Motorola will implement reasonable and appropriate measures designed to help Customer secure content and data against accidental or unlawful loss, access or disclosure. Motorola procures cloud hosting services from reputable third party vendors (such as AWS and Google) and has no control over the methods they use for security and integrity of data on their servers. Motorola will use reasonable efforts to coordinate platform maintenance activities with such providers but is not responsible for service interruptions or breach or other loss of data caused due to such third party providers. Customer is responsible for properly configuring and using the Software and Subscription Service and otherwise taking appropriate action to secure, protect and backup accounts and content in a manner that will provide appropriate security and protection, which might include use of encryption to protect content and routinely archiving content and data. Motorola does not provide an archiving service and only agrees that it will not intentionally delete any content or data prior to termination of this DSA.
4. DATA STORAGE
The Software and Services is not intended to be used as a video storage solution. Motorola does not provide an archiving service for Drone photo and video data, flight information, or any other information. Motorola expressly disclaims any and all obligations with respect to storage. Motorla reserves the right to delete any data stored in the solution, such as video or pictures that are over thirty (30) calendar days old.
5. DATA RETRIEVAL
Motorola will leverage different types of storage to optimize the Software and Services, as determined by Motorola’s sole discretion. For multimedia data, such as videos, pictures, audio files, Motorola will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Motorola will determine the data retrieval speed.
Motorola will periodically perform maintenance of the Software and Services. Authorized Users may experience an interruption in service during such maintenance efforts.
7. NETWORK / INTERNET / OTHER REQUIREMENTS
7.1 The Software and Services requires the availability of appropriate network and internet connections. If any of the below items apply, additional deployment services may be needed to enable a successful deployment. Such additional deployment services will be provided for an additional fee.
- Customer's internet is through private IT strict firewall policies, not able to install software on PC's
- Customer requires multiple upload locations through different internet providers at each site
- Customer has slow internet (<20MBps or higher for 4k video upload)
- Customer doesn't have Wi-Fi
- Customer doesn't use Google Chrome or uses conflicting Google Chrome extensions
- Customer requires multiple upload locations
- Customer has multicast disabled on their wireless network
- Customer wants to utilize MAC address filtering
7.2 The following are not supported:
- Wi-Fi AP's do not support 802.11AC
- Customer AP does not support DNS-SD, and/or the Apple Bonjour suite
8.1 Termination of Software and Services by Motorola. Motorola has the right to suspend or terminate use of the Software and Services at any time if it determines in its sole discretion that Customer or its Authorized Users are in violation of the terms of this DSA or if necessary to avoid a violation of applicable law. Motorola will use reasonable efforts to notify Customer of its determination. In suspending or terminating the Software and Services, Motorola reserves and does not waive any rights or remedies available to it under this DSA or at law. Motorola shall not be liable to Customer or any third-party for any termination of Customer Account.
8.2 Termination of Software and Services by Customer. Customer may terminate the Agreement at any time by (a) notifying Motorola and (b) closing your Account. Your notice should be sent, in writing, to the following Motorola address: Attn: Motorola 2009 Corp., 200 2nd Ave S., #143, St. Petersburg, FL 33701.
8.3 Effect of Termination. Termination by Customer for convenience during a subscription term does not entitle Customer to a refund of fees. Upon termination of the Software and Services, Customer will be prevented from further access and use of the portal and passwords, files, and all information associated with or inside the Account will be deleted.
9. REMEDIES FOR VIOLATIONS
If Motorola becomes aware of any possible violations of this DSA, Motorola reserves the right to investigate such violations. If, as a result of the investigation, Motorola believes that unlawful activity has occurred, Motorola reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Motorola is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in the Software and Services to (1) comply with applicable laws, legal process or governmental request; (2) enforce the Agreement and DSA; (3) respond to requests for customer assistance; (4) protect the rights, property or personal safety of Motorola, its employees, subcontractors, agents, or the public, or (5) in connection with all enforcement actions or to government officials, as Motorola in its sole discretion believes to be necessary or appropriate.
10. DRONE OPERATION INDEMNITY
To the extent permitted by applicable law, Customer shall defend, indemnify and hold harmless Motorola from all liability, expense, judgment, suit, or cause of action, which may accrue against Motorola for damages arising from or related to personal injury, property damage or loss of life caused by Customer’s Drone Hardware during Customer’s Drone operations.
11. DJI’S DATA COLLECTON TERMS AND CONDTIONS
If Customer has requested the interface of CAPE with Drones provided by SZ DJI Technology Co., Ltd. and its affiliated companies (collectively, “DJI”), Customer agrees to DJI’s Software Development Kit (“SDK”) data collection terms and conditions provided below:
11.3 For sake of clarity and not by way of limitation, the Analytics Data and Warranty Logs information may be used by DJI for any lawful purposes, including without limitation for use in research or improving its SDK or products and determining warranty eligibility and product reliability. The Warranty Logs are stored locally on a device running the Application (e.g., mobile device) and Customer hereby consents to make the Warranty Logs available to DJI to support any warranty claims regarding the SDK.
11.4 Customer represents and warrants that it will provide clear and conspicuous notice to each Authorized User and obtain any legally required consents for DJI to collect, use, or otherwise process information as set forth in this Section.
11.5 MOTOROLA DISCLAIMS ANY LIABILITY FOR DJI’S COLLECTION, USE, TRANSFER, AND ANY OTHER PROCESSING OF CUSTOMER’S INFORMATION. CUSTOMER ACKNOWLEDGES AND AGREES THAT MOTOROLA DOES NOT HAVE CONTROL AND SHALL HAVE NO LIABILITY REGARDING THE INFORMATION THAT MAY BE COLLECTED BY DJI’S SDK AND HOW SUCH DATA MAY BE USED BY DJI AND/OR THIRD PARTIES RECEIVING SUCH INFORMATION FROM DJI. CUSTOMER WILL INDEMNIFY AND HOLD MOTOROLA HARMLESS FOR CUSTOMER’S FAILURE TO PROVIDE NOTICE AND OBTAIN THE NECESSARY CONSENTS AS PROVIDED IN THIS SECTION.