DroneDeploy Products Supplement

This DroneDeploy Products Supplement (“Supplement”) is between DroneDeploy, Inc. (“DroneDeploy”) and the customer identified on the Order referencing this Products Supplement (“Customer”). This Supplement incorporates the terms of the Procore Subscription and Services Agreement (“SSA”) between Procore Technologies Inc. (“Procore”) and Customer. The “Effective Date” of this Supplement is the date Customer accepts the terms of this Supplement by executing an Order on which it is referenced. Unless otherwise defined in this Supplement, capitalized terms have the meanings given to them in the SSA. DroneDeploy and Customer hereby agree as follows:

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  1. SCOPE. This Supplement applies only to Customer’s purchase and use of DroneDeploy Services and creates an independent contract between Customer and DroneDeploy. Procore is not a party to this Supplement. References to “Procore” in the SSA are replaced with “DroneDeploy” with respect to the DroneDeploy Services. If there is any inconsistency between this Supplement and the SSA, the Supplement will control solely with regard to Customer’s subscription to and use of the DroneDeploy Services. 

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  1. ROBOT OPERATIONS. “Robot” means an unmanned aerial vehicle (UAV), drone, robot, camera, hardware, and other device that Customer or its Authorized Users use to capture content in connection with the Services. Customer is solely responsible for the safety and security of any Robot operations carried out by or on behalf of Customer, and for ensuring compliance with all applicable legal requirements for the operation of any Robot, including any requirement to detect and avoid aircrafts and drones, and to obtain proper airspace authorizations. Customer shall comply with all applicable laws, rules, and regulations related to the operation of Robots and use of the Services, and the terms of the agreement under which Customer procured such Robot. 

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  1. FAIR USE POLICY. This section describes DroneDeploy’s fair use policy (the “Fair Use Policy”) with respect to the Services. The Fair Use Policy is intended to prevent improper use of the Services so DroneDeploy can offer all customers an excellent user experience. Each DroneDeploy license is to be used in accordance with the SSA (including this Supplement), and Customer shall ensure that its Authorized Users are in compliance. DroneDeploy evaluates the scope of fair use by taking into account Customer’s license against the typical usage across the universe of accounts. When DroneDeploy detects out of the ordinary levels of usage in Customer's account, DroneDeploy will contact Customer to discuss the situation and potential alternatives. If usage does not come into compliance with DroneDeploy’s policy, DroneDeploy may limit Customer’s account, suspend or terminate Customer's license and access to the system, or charge Customer for additional amounts.

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  1. USAGE LIMITATIONS. Customer shall not, and shall not permit others to, use the Services in connection with any military purpose, or harm or intimidation of any person or animal, including (i) direct or indirect use by armed forces, paramilitary force, police force, or militia; (ii) incorporation into weapons, or use in the production, maintenance, or testing of weapons, or operations or activities of a military or police nature; or (iii) use as parts or components of military items. Customer shall not intentionally use the DroneDeploy Services to collect images of people or Personal Data. 
    • 4.1. Customer shall ensure that each Authorized User is individually registered and that Authorized Users do not share their access credentials with others. In particular, (i) Customer shall assign a single Authorized User for each subscriber seat, logins may not be shared with any other individual, and multiple individuals may not access the Services as the same Authorized User; Customer may reassign a seat to a new Authorized User in good faith for a bona fide business purpose; (ii) the total number of Authorized Users may not exceed the number of subscribers (or “subscriber seats”) specified in any Order; (iii) each Authorized User is permitted a reasonable amounts of data creation for a single person; and (iv) use of alias emails is not permitted.
    • 4.2. If the Order Usage Metric specifies the project, enterprise project, site, or location (“Site”) on which the Services are to be used, Customer shall only use the Services on such Site(s).
    • 4.3. If the Order Usage Metric specifies that the Services are purchased based on Construction Volume, Customer shall ensure that the aggregate dollar value of construction work performed or put in place for all distinct projects for which Customer utilizes the Services  (“Construction Volume”) does not exceed the limit specified on the Order. Construction Volume is calculated based on the total aggregate value of each project regardless of Customer’s specific participation share; accordingly, projects involving joint ventures or similar partnerships will be billed at 100% of the total project value to the applicable customer. Customer is responsible for the accurate reporting of Construction Volume as part of the Usage Metric & Subscription Review process.

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5. THIRD-PARTY SERVICES 

  • 5.1. “Third-Party Services” means Third-Party Applications, and information obtained by DroneDeploy from publicly available sources, from third-party content providers, or from third-party software providers, and made available to Customer through the Services, including linked information. 
  • 5.2. If Customer receives notice from DroneDeploy that any Third-Party Service or Customer Data must be removed, modified, and/or disabled to avoid violating applicable law, rule, or regulation or third-party rights, or any applicable contractual rights, Customer shall promptly do so. If Customer does not take required action in accordance with the above, or if in DroneDeploy’s judgment continued violation is likely to reoccur, DroneDeploy may disable and/or remove the applicable Third-Party Service or Customer Data. If requested by DroneDeploy, Customer shall promptly confirm such deletion and discontinuance of use in writing and DroneDeploy is authorized to provide a copy of such confirmation to any third-party claimant or governmental authority, as applicable. In addition, if DroneDeploy is required by any third-party rights holder, law enforcement, or regulatory agency to remove Third-Party Services or Customer Data, or receives information that a Third-Party Service or Customer Data may violate applicable law, rules, or regulation or third-party rights, DroneDeploy may disable, remove, or discontinue its integration with such Third-Party Service or Customer Data.

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  1. WARRANTIES. This section replaces Section 7 of the SSA. DroneDeploy warrants that during an applicable Subscription Term (a) DroneDeploy will maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of Customer Data; (b) subject to Section 5 of this Supplement (“Third-Party Services”) above, DroneDeploy will not materially decrease the overall functionality of the Subscription Services; (c) DroneDeploy will not materially decrease the overall security of the Subscription Services; and (d) DroneDeploy will perform the Professional Services in a professional and workmanlike manner in accordance with generally accepted industry standards. Customer’s exclusive remedy and DroneDeploy’s entire liability for a breach of the above warranties will be, at DroneDeploy’s option, (x) the correction of the deficient Service that caused the breach of warranty, or (y) provision of comparable functionality. If DroneDeploy, as determined in its reasonable discretion, cannot accomplish (x) or (y), then DroneDeploy will terminate the deficient Service and refund to Customer any prepaid fees for the terminated Service, prorated to cover the remaining portion of the Subscription Term following notice of the breach of warranty. 

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  1. SUPPORT & SERVICE LEVELS. This section replaces Exhibit A (“Support & Service Levels”). DroneDeploy’s availability objective for the Subscription Services is 99.5% of the time, 24 hours a day, 7 days a week, except for: (i) scheduled downtime (of which DroneDeploy will use commercially reasonable efforts to not provide more than 6 hours per calendar month), and (ii) Force Majeure Events or other factors outside DroneDeploy’s reasonable control. DroneDeploy will provide applicable standard support for the Services to Customer at no additional charge, and/or upgraded Support Services if purchased. DroneDeploy will provide email support to Customer during regular business hours, Monday-Friday, 8 a.m. to 5 p.m. Pacific Time, excluding holidays. Support does not include training on relevant computer skills considered prerequisite to an individual’s ability to use personal computers, the internet/worldwide web, and online software.

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  1. DEFINITIONS. The following defined terms have the following meanings for purposes of this Supplement:
    • 8.1. “Customer Data” means (i) any content, data, information, Personal Data (as defined in the DPA), and other materials submitted by Customer or an Authorized User to the Subscription Services, and (ii) any content that Customer collects or generates in its use of the Services, including messages, reviews, video, maps, models, folders, data, text, photographs, images, and data gathered by a Robot, camera or other User device. Customer Data excludes Aggregated Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, correction, or other feedback relating to the Services.
    • 8.2. “DPA” means: