PIX4D CLOUD TERMS OF SERVICE

GENERAL

Please carefully read and review these terms of use (the “Agreement“). This Agreement is a legal agreement between Pix4D SA, a corporation registered in Switzerland under number CHE 207.009.701 with its seat at EPFL Innovation Park, Bâtiment F, 1015 Lausanne, and you (either an individual or an entity).

This Agreement specifies the terms and conditions under which Pix4D allows you to use its Pix4D cloud and online services (the “Services“), including any scripts, applications, content files, software (the “Software“) and the associated documentation (the “Documentation“).

Depending on the circumstances, additional terms may apply by reference. In case of conflict between the terms of this Agreement and additional terms, the former shall prevail.

Pix4D reserves the right to amend this Agreement at any time. The amended Agreement will take effect on the date of publishing. Your continued use of the Services after such notification of change will constitute acceptance of the amendments. You may also be asked to re-acknowledge and reaccept this Agreement following any material changes.

IMPORTANT

By using the Services, you are confirming your complete and unconditional acceptance of the terms and conditions set forth in this Agreement and agreeing to become bound by this Agreement. If you do not agree to the terms and conditions of this Agreement, you may not use the Services.

1. USE OF SERVICE

1.1. Principle

Subject to your compliance with the Agreement, Pix4D grants you a non-exclusive, non-transferable, non-assignable and non-sublicensable right use the Service, the Software as well as the Documentation.

1.2. Restrictions

You shall not use the Service for any purpose other than those it was designed for. Without limiting the generality of the previous, you may not:

  1.   make copies of the Service and/or the Software (or any part thereof);
  2.   modify the Service and/or the Software or separate out any of its components thereof for use with other services or software,
  3.   use the Service and/or the Software, or any part thereof, to create derivative or composite works;
  4.   transfer, lend, loan, lease, rent, sell, distribute or otherwise share the Service and/or the Software, or any part thereof, to another person;
  5.      without the written authorization of Pix4D, install the Service and/or the Software, or any part thereof, on servers for remote-access (whether online, cloud-based or other) or for use through the command line interface;
  6.   decompile, disassemble, or otherwise reverse engineer or attempt to discover the source code or any underlying proprietary information of the Service and/or the Software;
  7.   circumvent any limitation or copy protection technology that may be included in the Service and/or the Software, including features that limits use of the Service and/or the Software;
  8.   use the Services and/or the Software in any way that violates any applicable federal, state, local, or international law or regulation;
  9.   attempt to disable, impair, overburden or destroy the Services; or
  10.   assist or allow anyone to do anything that this Agreement prohibits you from doing.

1.3. Audit

(a) You acknowledge and agree that Pix4D may monitor and audit your use of the Services for compliance with this Agreement at any time.

(b) In the event that such audit reveals any use of the Services by you other than in full compliance with the terms of this Agreement, you shall reimburse Pix4D for all reasonable expenses related to such audit in addition to any other liabilities you may incur as a result of such non-compliance.

2. SUBSCRIPTION AND ORDERS

(a)    By default, you are subscribed to the Services as a free user, with no obligation to pay a fee but limited functionalities (the “Free User“). You may, at any time, upgrade to a superior account type and switch to paying user with full functionalities against the payment of a corresponding fee (the “Paying User”). The change will take effect immediately upon acceptance of the order.

(b)    Pix4D offers you the opportunity to try the Services free of charge as Free User to ensure that it meets your needs. All subscriptions as Paying User are final and non-refundable.

(c)    Unless otherwise provided in this Agreement, your order and subscription to the Services as Paying Users shall be governed by the General terms and conditions of sale of Pix4D https://pix4d.com/terms-purchase/

3. RENEWAL AND TERMINATION

(a) You may stop using the Services at any time. Doing so does not relieve you from any obligation to pay outstanding fees and does not grant a right to a refund.

(b) Paying Users must cancel their subscription by contacting Pix4D at least 5 (five) business days prior to the end of a subscription. If a Paying User does not submit such cancellation request in due time, the subscription will be automatically renewed for an identical period of time.

(c) This Agreement and your right to use the Services will terminate immediately, without a need for Pix4D to notify you (although a courtesy notification may be sent to the email address you provided us with) if:

  1. you fail to comply with the terms and conditions of this Agreement;
  2. you fail to make a recurring payment for the Services, if any;
  3. Pix4D is required to do so by law;
  4. Pix4D ceases to provide the Services, in whole or in part; or
  5. as regards Free Users, in case of an extended period of inactivity on the account (i.e. over 12 months).

(d) The termination of this Agreement will not limit any of Pix4D’s rights or remedies under this Agreement or at law.

(e) The termination of this Agreement will not affect any licenses you have granted, your indemnification obligations, Pix4D’s warranty disclaimers, Pix4D’s limitation of liability and the dispute resolution sections stated in this Agreement.

4. INTELLECTUAL PROPERTY

4.1. Our Software and Trademark

(a) Subject to the rights granted hereunder, all title, ownership, intellectual property rights and all other rights and interests in and to the Software (including any updates, enhancements, derivatives and modifications) and the Documentation, and any copies thereof are owned by Pix4D. You understand that you benefit from a service and that no intellectual property rights over the Software are granted to you.

(b) You further acknowledge that Pix4D® is a trademark which is owned exclusively by Pix4D and that this Agreement does not grant you any right whatsoever in this trademark. For example, you have no right to use, copy, modify, or publicly display this trademark, and you may not remove, alter, or delete such trademark as are affixed by Pix4D to reports, documents, templates, screen shots, output files, etc. generated through use of the Software.

4.2. Your Contents

(a) It is expressly agreed that any output file, which is any file generated by you as a result of you using the Services shall belong to you exclusively.

(b) By uploading content to the Services, you grant Pix4D a non-exclusive, worldwide, perpetual, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, publicly display and modify your contents to improve and/or market the Services. Paying Users may choose to opt-out of this Section by modifying their account settings or by submitting a request to legal@pix4d.com .

(c) It is recommended that you maintain backups of your contents directly or indirectly processed with the Services. In no case will Pix4D be responsible for the failure to store, the loss or the corruption of your contents.

5. PRIVACY

The privacy policy https://pix4d.com/privacy governs the collection and use of any personal information you provide to us and forms an integral part of this Agreement. By using the Services, you agree to its terms.

6. NO REPRESENTATIONS OR WARRANTIES

(a) The Service is provided “AS IS”, without warranties of any kind, express or implied. To the maximum extent permitted by law, Pix4D disclaims all representations or warranties of merchantability or fitness for a particular purpose. Further, Pix4D does not represent nor warrant that the Services and/or Software, or materials provided through their use are accurate, complete, reliable, timely, secure, current, error-free or free of viruses or other harmful components, nor does it represent or warrant they will be available or accessible without interruption.

(b) Pix4D declaims any liability for your use of the Services and/or the Software. Those who use the Services and/or the Software do so at their own risk and costs, are responsible for compliance with applicable law and shall be sole responsible for any damages suffered or caused to third parties, including for loss of data, from the use or access of the Services and/or Software.

7. LIMITATION OF LIABILITY

(a) As a matter of principle and to the maximum extent permitted by law, Pix4D does not accept any liability for any damages (including damages for loss of profits, loss of goodwill, loss of data or information, business interruption, computer failure or malfunction, unauthorized access to and/or loss of your personally identifiable information, or any and all other commercial damages) arising out of this Agreement or the use of or inability to use the Services, even if Pix4D has been advised of the possibility of such damages, unless it has committed a serious breach of its obligations as a consequence of willful misconduct or gross negligence.

(b) In particular, Pix4D is not responsible for any problems or technical malfunction. Under no circumstances shall Pix4D be responsible for any loss or damage, including personal injury or death, resulting from use or access to the Services and/or Software or from the conduct of any other users of the Software.

(c) If you are dissatisfied with the Service or any Pix4D terms and conditions, your sole and exclusive remedy is to discontinue using the Services and/or Software. In addition, you release Pix4D and its affiliates from any damages that you incur, and agree not to assert any claims against them, arising from your use of the Services and/or Software.

8. MISCELLANEOUS

(a) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement.

(b) This Agreement and any document mentioned herein constitute the entire agreement between you and Pix4D concerning the Service, and supersedes any and all prior or contemporaneous oral or written representations, communications, or advertising with respect to the Software. No purchase order, other ordering document or any handwritten or typewritten text which purports to modify or supplement the printed text of this Agreement will add to or vary the terms of this Agreement unless signed by authorized representatives of both parties.

(c) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach.

(d) The provisions of this Agreement which require or contemplate performance after the expiration or termination of this Agreement will be enforceable notwithstanding said expiration or termination.

(e) If any provision of this Agreement is held to be unenforceable for any reason, it shall be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the fullest extent possible. In any event, all other provisions of this Agreement shall remain valid and enforceable to the fullest extent possible.

(f) Both parties may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.

9. GOVERNING LAW – JURISDICTION

(a) This Agreement will be governed by the substantive laws of Switzerland, without reference to conflict of laws principles.

(b) Any dispute, controversy or claim arising out of or in relation with this Agreement including the validity, invalidity, breach or termination thereof, shall be submitted to the exclusive jurisdiction of the ordinary courts of Lausanne, Switzerland, an appeal to the Swiss Federal Tribunal being reserved.

10. LANGUAGE

The original version of this Agreement is made in the English language. In the event of any inconsistency or contradiction between the English version and any translation thereof, the English version shall prevail.

For any questions regarding this Agreement, please contact Pix4D at:

Pix4D SA, EPFL Innovation park, Building F, 1015 Lausanne, Switzerland

E-mail: legal@pix4d.com

Version: 24 August 2016

All rights on this Agreement belong to their author. Any reproduction, without prior license, is strictly forbidden.