PIX4D END-USER LICENSE AGREEMENT
Last modified: November 2021

This End-User License Agreement (the "EULA") is an agreement between You and Pix4D(Pix4D and You collectively, the "Parties") and which govern Your Use of the Pix4D
Software, Pix4D Apps, Pix4D Cloud Services and the related Documentation (the"Licensed Offerings").
Any capitalized terms used throughout of the EULA are defined terms. The definitions canbe found in the main body of the EULA and/or in Section 17.

TABLE OF CONTENT
1.

ACCEPTANCE

1

2.

GENERAL

2

3.

GRANT OF LICENSE

24.

INTELLECTUAL PROPERTY

55.

SUPPORT AND UPGRADES

6

6.

REPRESENTATIONS AND WARRANTIES BY YOU

7

7.

INDEMNIFICATION BY YOU

7

8.

LIMITED REPRESENTATIONS AND WARRANTIES BY PIX4D

7

9.

INDEMNIFICATION BY PIX4D

810.

LIMITATION OF LIABILITY

8

11.

OTHER COVENANTS

912.

PRIVACY, SECURITY AND COMPLIANCE WITH LAW

913.

DURATION – TERMINATION OF THE EULA

11

14.

MISCELLANEOUS

11

15.

GOVERNING LAW – DISPUTE RESOLUTION

12

16.

COUNTRY-SPECIFIC TERMS

13

17.

DEFINITIONS

15

1.

ACCEPTANCE

1.1.

By clicking "Accept", Using the Licensed Offerings or otherwise indicatingYour acceptance of the EULA, You are agreeing to be bound by the terms
and conditions set forth in the EULA.

1.2.

If You do not agree to the terms and conditions of the EULA, or if You do nothave the right, power and authority to act on behalf of the entity entering theEULA, do not Use the Licensed Offerings or do not otherwise click on any
button or other mechanisms designed to acknowledge acceptance of terms.

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1.3.

Please review Pix4D's General Terms and Conditions for Customers (the "General
Terms") and the additional terms annexed therein which may apply in connection
with the Use of a specific Offering (the "Additional Terms"), which also governYour Use of the Licensed Offerings. Please review Pix4D's Data Processing
Agreement (the "DPA"), which applies to You (i) as an entity licensing the Licensed
Offerings for Use by the Authorized Users (including Your employees and otherpersons acting on Your behalf and in accordance with Your instructions) and/or (ii)
as an entity acting as the controller of the personal data of the third parties
appearing on the Content shared via the Licensed Offerings under the EULA.. You
will find the General Terms, the Additional Terms and the DPA in Our Website(https://www.pix4d.com/legal). In case of conflict between the EULA and suchcomplementary documentation, the following order of priority applies: i) Additional
Terms, ii) General Terms, iii) DPA insofar as it relates to data processing of
Personal Data by Pix4D and iv) EULA.

1.4.

Pix4D rejects the applicability of any of Your Terms and Conditions unlessexpressly accepted by Our authorized representatives in writing. Failure by Pix4D
to object to Your Terms and Conditions shall in no event be construed as an
acceptance of any of Your Terms and Conditions.

1.5.

Pix4D reserves its right to amend the EULA at any time. Pix4D will notify You byposting a notice of any contemplated amendment(s) on the Website or the
Account, or by sending You an e-mail at the e-mail address provided by You, if
any, unless You have expressly stated Your objection to this communication
channel. If You do not explicitly object to the contemplated amendment(s), allnotified amendments to this EULA will be effective 2 (two) weeks after the date of
their posting on the Website. If You do not agree to (or cannot comply with) any of
those amendments, You may terminate the EULA and with it, the DPA, asapplicable, but shall stop Using the Licensed Offerings.

2.

GENERAL

2.1.

The EULA shall govern the terms and conditions under which Pix4D allows You to
Use the Licensed Offerings to input, process, assess, analyze, edit, output anddeliver data for mapping, modelling, inspections and analysis purposes.

2.2.

The Licensed Offerings are supported on Devices that meet the minimum andrecommended hardware and software specifications and requirements mentionedon the following technical documentation website: https://support.pix4d.com.

2.3.

Your License type (business, educational, trial, etc.) and all relevant specifications(including number of Devices, number of Authorized Users, etc.) applicable to Your
License are indicated in Your Order.

3.

GRANT OF LICENSE

3.1.

Principle. Subject to payment of the applicable fees and compliance with the
EULA, Pix4D grants You, during the term of the EULA, a non-exclusive, nontransferable, non-assignable and non-sublicensable license to Use the Licensed
Offerings in accordance with the relevant Documentation for Your mapping,modelling, inspection and analysis purposes (the "License"). The License issubject to (i) the right of Use principles set forth in Section 3.2, (ii) the restrictions
and limitations set forth in Section 3.3, (iii) any additional licensing restrictions andlimitation specified in the Documentation, (iv) the terms and conditions of the opensource components integrated in the Licensed Offerings (see Section 4.4) and (v)the terms and conditions of the Third-Party Service or Content (see Section 12.6).

3.2.

Right of Use Principles. The following principles apply in relation to the Use of2
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the Licensed Offerings:(a) Fair Use. "Fair Use" for the purpose of the EULA means to, in full or in parts,
Use the Licensed Offerings to input, process, assess, analyze, edit, output anddeliver data on the number of Devices, for the duration (the "Term") andaccording to the modalities expressly indicated in the specifications set out inYour Order and in the Documentation.
(b) Increased Use. "Increased Use" for the purpose of the EULA means to makeUse of the Licensed Offerings beyond the specifications set out in Your Orderand in the Documentation, such as, as the case may be, Use on additional
Devices, by a larger number of Authorized Users, at additional usage sites, byYour Affiliates or external partners, for increased Use or with an increased
consumption allowance. Increased Use shall not be allowed without priorauthorization from Pix4D and shall result in a corresponding adjustment to the
License fees. Should an Increased Use occur without Our approval, Pix4D
may demand You, at its sole discretion, to immediately cease such Increased
Use or, in case of a subsequent approval, retroactively invoice You theapplicable additional License fees. In addition, Pix4D may also suspendpermanently or temporarily your License as well as Your access to the
Licensed Offerings and their Content.
3.3.

Restrictions. All rights not expressly granted by Pix4D hereunder are reserved;
You have only the limited rights granted with the Licensed Offerings expressly set
forth in the EULA, and You have no other rights, implied or otherwise.
Without limiting the generality of the previous sentence, You will not, and will notallow any third party, to:(a) modify, adapt or create derivative or composite works of the Licensed
Offerings, unless permitted by applicable law or by the relevant Additional
Terms;(b) transfer, sublicense or assign Your rights under the License to any otherperson or entity not included in the Order, or otherwise share the Licensed
Offerings (or any part thereof) to any other person or entity not included in theOrder (to the exception of Your Authorized Users);(c) reverse engineer, decompile, decrypt, disassemble, separate out any of its
components for Use with other software solutions, or otherwise attempt toderive the source code or any underlying proprietary information of theLicensed Offerings or any part thereof;(d) remove, modify, or conceal any product identification, proprietary, copyright,
marks and/or any other intellectual property notices on or within the Licensed
Offerings;(e) make the Licensed Offerings available to third parties outside Your legal entity,
except in the context of an EUM Organization;(f) make the Licensed Offerings available over a network where it could be usedby multiple devices at the same time, except in the context of an EUM
Organization;(g) use the Licensed Offerings through any API if the Offering does not include
such feature;

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(h) circumvent the copy protection technology that may be included in the
Licensed Offerings, including features that automatically disable or limit theuse of the Licensed Offerings upon expiration of the License;

3.4.

(i)

Use the Licensed Offerings in any way that violates any applicable federal,state, local, or international law or regulations; and(j)more generally, assist or allow anyone to do anything that the EULA prohibits
You from doing.

Precisions. For the sake of clarity, it is expressly specified that:(a) The License granted to You under the EULA is only valid in relation to
Licensed Offerings that You have subscribed to or acquired from an Approved
Source.
(b) In the event that Pix4D requires You to register as an end-user (i.e. by setting
up an Account on the Website), the License is valid only if and as long as theregistration is complete and accurate.
(c) The Licensed Offerings are licensed, not sold, to You by Pix4D for Use only
under the terms of the EULA. Pix4D retains ownership of the Licensed
Offerings themselves and all copies thereof, and reserves all rights not
expressly granted to You, included without limitation any related copyrights,
trademarks, trade secrets, patents and other intellectual property rights.
(d) You shall take reasonable security measures to ensure that no person otherthan You or any person acting under Your full liability and supervision,
including Your employees (the "Authorized Users"), Uses the Licensed
Offerings, it being specified that You may permit an Authorized User to Use
the Licensed Offerings licensed to You under this EULA provided such Use
be solely (i) on Your behalf and (ii) in compliance with this EULA. You agree
that You are liable for any breach of this EULA by that Authorized User.
(e) To the extent that the Licensed Offerings may be Used to reproduce, modify,
process, share and distribute Content, the Licensed Offerings are licensed to
You only for reproduction, modification, processing, sharing and distribution of
non-copyrighted Content, Content in which You own the copyright or Content
You are authorized or legally permitted to reproduce, modify, publish or
distribute. If You are uncertain about Your right to copy, modify, processing,
sharing or distribute any Content, You should contact Your legal advisor.

3.5.

Term. If the Licensed Offerings are licensed for a specified term (the "Term"), Your
License is valid solely for such Term. Your right to Use the Licensed Offerings
begins on the date a License to the Licensed Offerings is assigned to You andcontinues until the end of the Term indicated in Your Order, unless otherwise
terminated in accordance with the EULA.

3.6.

Trial License. Pix4D may grant You a restricted License for the sole purpose of
testing and evaluating a certain Pix4D Software for a limited period (the "Trial
Software"), usually 14 (fourteen) or 30 (thirty) days according to the Offering (the"Trial License Term"). See applicable Additional Terms for more detailed
information. The Trial Software is not warranted and any liability of Pix4D inconnection with its Use by You is excluded to the extent permissible by law. You
acknowledge that the Trial Software cannot be Used anymore upon expiry of the4
Pix4D – EULA

Trial License Term.
3.7.

Compliance with Laws. You agree to Use the Licensed Offerings in compliancewith all applicable laws, including local laws of the country or region in which You
reside or in which You download or Use the Licensed Offerings.

3.8.

Audit & monitoring. Whatever the type of License granted, You acknowledge andagree that Pix4D may monitor Your Use of the Licensed Offerings for compliancewith the EULA and, in particular, with the right of Use principles indicated at Section
3.2 above.

4.

INTELLECTUAL PROPERTY

4.1.

Ownership. (a) Licensed Offerings. Title to the Licensed Offerings (including any
Updates, enhancements, derivatives and modifications) as well as any and allpatents, copyrights, trade secrets and other proprietary and intellectual property
rights in or related thereto are and will remain the exclusive property of Pix4D.
Moreover, Pix4D owns all rights in any copy, translation, adaptation of derivative
work of the Licensed Offerings, including any improvement or development
thereof.
(b) Trademarks. Pix4D® is a trademark which is owned exclusively by Pix4D. The
License 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 it may be affixed by Pix4D in
any Output Content.

4.2.

Confidentiality of the Licensed Offerings. The Licensed Offerings contain
information, ideas, data structures, data base models, concepts, designs, methods
and processes that constitute the business and trade secrets of Pix4D. You shalltreat the Licensed Offerings with the same diligence and confidentiality as Yourown business and trade secrets, Use them as set out in the EULA, and shall notgrant full or partial access to third parties in any way or form or publish the Licensed
Offerings, unless having been given prior written authorization to do so by Pix4D.
You shall ensure, through appropriate instructions, agreements and other suitableprecautions, that all Authorized Users comply with the obligations set out herein.
The obligation of confidentiality shall remain in effect for as long as Pix4D has alegitimate interest in the Licensed Offerings and even after the contractual
relationship between the Parties has ended.

4.3.

Protection of Intellectual Property Rights. You recognize the ownership rightand the intellectual property rights of Pix4D in the Licensed Offerings, abstain fromcommitting any offence against the existence and extent of such rights, take every
action in accordance with the instructions of Pix4D to protect the rights of Pix4D tothe Licensed Offerings, and provide Pix4D with reasonable support to defend suchrights. You shall take the organizational and technical measures within Yourbusiness which are required to protect the Licensed Offerings from unintentional
disclosure or access, theft or misuse by unauthorized parties. You shall promptly
notify Pix4D in writing upon discovery of any unauthorized Use of the Licensed
Offerings or infringement of Pix4D's proprietary rights in the Licensed Offerings.

4.4.

Open-Source Components. The Licensed Offerings may include certain opensource components, subject to separate license terms. The list of all open-sourcecomponents integrated in the Licensed Offerings is available in the “About” orsimilar section featured in the menu of the concerned Licensed Offerings.

4.5.

Your Content. It is expressly agreed that Your Content shall belong to You
exclusively. The data contained in such Content will be handled in accordance withthe provisions of the applicable data protection legislation and as further detailed

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in Section Error! Reference source not found.below.
5.

SUPPORT AND UPGRADES

5.1.

Principle. Your rights to access and benefit from Upgrades and Support isdepending upon Your type of License. Access to Upgrades and Support may be:

5.2.

(a)

included in the License;(b)absent by default from the License, in which case access to Upgrades
and Support may be specifically subscribed for as a specific Licensed
Offering, providing payment of the applicable fees; or(c)included in the License for a limited term only when specified, in whichcase it can be renewed as a specific Licensed Offering by paying theapplicable fees.

Upgrades. Pix4D provides Upgrades, including modification or discontinuation ofcertain functionalities of the Licensed Offerings, at its sole discretion, upon thefollowing terms and conditions:(a) You may continue to Use the previous version together with an Upgrade
provided that both are installed on the same Devices, subject to the limitations
set forth in the original Order;(b) Subject to Your type of License, You may refuse to accept an Upgrade, it being
specified however that (i) certain functionalities of the Licensed Offerings may
be restricted and (ii) Pix4D shall have no further obligation to provide Support
on previous versions, but may at its sole discretion provide limited assistance;(c) Unless Pix4D provides other terms and conditions with an Upgrade, the terms
and conditions of the EULA shall continue to apply. If amended terms andconditions of the License are provided with the Upgrade, such new terms will
apply upon installation of the Upgrade. If no amended terms and conditions of
the License are provided, the EULA shall continue to apply.

5.3.

Support Documentation. By default, for any type of License, You will be granted
access to the Support related Documentation accessible on the following
webpage: https://support.pix4d.com, and You will be allowed to participate andconsult the Pix4D community forum accessible on the following webpage:https://community.pix4d.com/, it being specified that Pix4D makes no warranties
that this technical basic Support tool will resolve any particular issue You may faceor that such resolution will meet Your requirements and/or expectations.

5.4.

Support. When and to the extent applicable pursuant to the type of License
only, Pix4D shall provide Support upon the following terms and conditions, it being
specified that Pix4D makes no warranties whatsoever that the Support will resolve
any request or that any resolution provided by Pix4D will meet Your requirements
and/or expectations. Without limiting the generality of the foregoing:(a) support will be provided through a dedicated web-based ticketing system,
available at https://support.pix4d.com, with a follow-up to take place throughsuch system or over e-mail.

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(b) Pix4D will investigate promptly any questions or problems related to the
Licensed Offerings You may have. However, the Support provided to You is
contingent on Your full cooperation with Pix4D's investigation into the subject
matter of Your request, including without limitation prompt and complete
responses to any questions asked by Pix4D's support team.
(c) For the sake of clarity, Pix4D does not provide a guaranteed response time but
undertakes to make good faith efforts to answer e-mails within 24 (twenty-four)hours during workweek, excluding holidays. Further, the Support to be provided
by Pix4D hereunder is limited to the most current version of the Licensed
Offerings.
(d) Certain operations recommended by Pix4D in response to Your Support
request may compromise the integrity of Your Content. You are solely
responsible for providing adequate and complete back-up of Your
Content at all times and Pix4D shall assume no liability in case of loss forany reason whatsoever.
(e) Pix4D’s undertaking to provide Support is contingent upon Your proper Use of
the Licensed Offerings and full compliance with the EULA. Moreover, Pix4D
shall be under no obligation to provide Support should such Support berequired due to (i) Your (or Your Authorized Users' or Organization members')
failure to operate the Licensed Offerings within the systems requirements
and/or specifications as per Section 2.2, (ii) any modification or attempted
modification of the Licensed Offerings by You (or Your Authorized Users or
Organization members) or any third party or (iii) Your (or Your Authorized
Users' or Organization members') failure or refusal to implement operations
recommended by Pix4D.
6.

REPRESENTATIONS AND WARRANTIES BY YOU
You acknowledge that the Use of the Licensed Offerings may be subject torequirements or limitations under any law, statute ordinance, regulation, code or
standard ("Laws and Standards"). You shall be exclusively responsible for andwarrant that You will (i) fully comply with all Laws and Standards relating to theexport control of the Licensed Offerings, as further detailed in Section 11.2, (ii)ensure compliance with all Laws and Standards associated with Your (intended oreffective) Use of the Licensed Offerings and (iii) obtain all necessary approvals,
permits or clearances for such Use.

7.

INDEMNIFICATION BY YOU
To the extent allowed by applicable law, You undertake to defend, indemnify andhold harmless Pix4D, its partners, directors, officers, agents and employees, fromand against any damage, claim, liability, loss or expenses (including attorney
costs) arising out of or relating to any third-party claim, action, or allegation thatarises from Your breach of the EULA. Your obligations under this Section 7 arecontingent upon: (i) Pix4D providing You a written notice of such claim, action or
allegation and (ii) Pix4D providing You reasonable cooperation, at Your expense,
in defense and settlement of such claim, action or allegation. You shall not enter
into any settlement under this Section 7 without the prior consent of Pix4D.

8.

LIMITED REPRESENTATIONS AND WARRANTIES BY PIX4D

8.1.

Principle. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TOAPPLICABLE LAW, THE LICENSED OFFERINGS ARE PROVIDED ON AN “AS
IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR

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IMPLIED.
8.2.

Disclaimer. Without limiting the generality of the foregoing, Pix4D does not
represent or warrant that (i) the Licensed Offerings will meet Your requirements orthat they will operate uninterrupted or error free and (ii) the Content will be
accurate, correct or reliable. Pix4D disclaims all other warranties, express or
implied, including but not limited, to any warranties of satisfactory quality, fitness
for a purpose, non-infringement, non-interference and accuracy of informational
content.
Those who Use the Licensed Offerings and the Content do so at their own
risk and costs, and are responsible for compliance with local law. In particular,
You (and not Pix4D) assume the entire cost of all necessary maintenance, repair
or correction, if any, except for the Support to be provided in accordance with theterms and conditions set forth in Section 5.3.

8.3.

Intellectual Property. Without limiting the generality of Sections 8.1 and 8.2
above, Pix4D represents that it has either developed the Licensed Offerings itself- and consequently owns the intellectual property rights in the Licensed Offerings,
particularly the copyrights - or that it has acquired the right to Use and grant sublicenses to Use the components of the Licensed Offerings which have not beendeveloped and are not owned by Pix4D.

8.4.

Third-Party Service or Content. The Third-Party alone is responsible for theThird-Party Service or Content. To that extent, Pix4D disclaims any warranty withregard to such Third-Party Service or Content, including the availability of suchservices and content in the country where You are located.

9.

INDEMNIFICATION BY PIX4D
Should a third-party exercise claims against You for infringement of their alleged
intellectual property rights concerning the Use of the Licensed Offerings by You in
accordance with the EULA, You shall (i) immediately inform Pix4D in writing ofsuch claims, (ii) authorize Pix4D to conduct the defense, including reaching asettlement, and (iii) reasonably support Pix4D in its efforts. In such case, Pix4D
shall assume the defense at its own expense and shall indemnify You for any costs
and damages finally awarded by a court of law.
If it emerges that, in the view of Pix4D, the Licensed Offerings do or could infringe
the intellectual property rights of third parties, Pix4D shall, at its choice, either
perform modifications at its own expense in order to eliminate the potential
infringement of such intellectual property rights, or commence negotiations toacquire the respective rights from the authorized third party. Should thesemeasures not result in the intended goal despite appropriate and reasonable
efforts, Pix4D shall be entitled to take back the Licensed Offerings. In such case,
You shall solely have the right to a partial refund of the License fees that have been
paid, subject to a deduction of an appropriate fee for any interim Use and theapplicable reseller margin (if any). Pix4D shall be released from theaforementioned obligations if an intellectual property right claim arises on the basisthat You have changed the Licensed Offerings or have Used them in conjunction
with other programs or under Use and operating conditions other than as agreed
in Your Order.

10.

LIMITATION OF LIABILITY

10.1. Direct Damages. REGARDLESS OF THE LEGAL BASIS OF YOUR CLAIM, IN
NO EVENT SHALL PIX4D'S AGGREGATE LIABILITY TO YOU FOR DIRECTDAMAGES RESULTING FROM OR IN CONNECTION WITH THE EULA
EXCEED THE LOWER OF THE FOLLOWING AMOUNTS: I) THE ANNUAL FEE
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CHARGED BY PIX4D TO YOU IN THE YEAR PRECEDING THE OCCURRENCE
OF THE DAMAGE OR II) CHF 50'000.
10.2. Indirect Damages. IN NO EVENT, REGARDLESS OF THE LEGAL BASIS OF
YOUR CLAIM, SHALL PIX4D, ITS OFFICERS, DIRECTORS, EMPLOYEES,AGENTS, LICENSORS AND/OR APPROVED SOURCES BE LIABLE TO YOU
OR ANY THIRD PARTIES UNDER THE EULA FOR ANY INDIRECT, SPECIAL,INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, COSTS, LOSSES
OR EXPENSE (INCLUDING BUT NOT LIMITED TO LOST PROFITS, LOSS OF
GOODWILL, LOSS OF DATA OR INFORMATION, BUSINESS INTERRUPTION,DAMAGE TO NETWORKS, EQUIPMENT OR HARDWARE, UNAUTHORIZEDACCESS TO YOUR DATA OR THE COST OF PROCUREMENT OFSUBSTITUTE GOODS OR TECHNOLOGY).
10.3. Intentional or grossly negligent conduct. To the extent required by applicablelaw, Pix4D's full liability remains reserved for damages caused by intentional or
grossly negligent conduct.
11.

OTHER COVENANTS

11.1. Marketing. Pix4D may not use Your name, trademarks, logos, trade names,
service marks or other proprietary marks for advertising and publicity purposes,
unless Pix4D has received Your prior written consent, which consent may be
withheld at Your sole discretion.
11.2. Export controls. (a) The transfer of the Licensed Offerings across nationalboundaries may be subject to restrictions. You undertake to comply with allapplicable international laws governing Use, export, re-export and transfer of
products and technology, in particular, the Licensed Offerings, as well as end-user,
end-use and destinations restrictions issued by governments, as the case may be.
(b) Without derogating from the generality of the foregoing, You represent that You
are not a member of any denied person list, debarred list or any other similar lists
published by any government where You intend to Use the Licensed Offerings andthat You will not Use, export, re-export or transfer the Licensed Offerings toterritories, destinations, companies, or individuals in violation of U.S., E.U. or Swissembargoes or trade sanctions. You expressly undertake that You will
unconditionally indemnify, defend and hold Pix4D harmless from and against any
claim, demand, suit or proceeding, and all damages, liabilities, costs and expenses
arising from Your failure to comply with this Section 11.2.
12.

PRIVACY, SECURITY AND COMPLIANCE WITH LAW

12.1. Processing of Personal Data. Using the Licensed Offerings will require
maintaining, processing, storing and disclosing certain information and data,
including personal data, provided to or collected by Pix4D and/or its Affiliates about
You, Your business, the Authorized Users, and any third party appearing on theContent shared via the Licensed Offerings in connection with the EULA.
12.2. Data Protection Roles. When processing personal data under the EULA, Pix4D
will either act as Your processor or Your controller. Specifically, Pix4D will act asYour processor (i) in relation to any personal data about third parties appearing on
the Content disclosed or otherwise made available to Pix4D via the Licensed
Offerings and (ii) insofar as You license the Licensed Offerings for Use by the
Authorized Users (including Your employees and other persons acting on Yourbehalf and in accordance with Your instructions) for which You act as the controller.
In such cases, the processing of personal data by Pix4D on Your behalf will begovernedby
Pix4D's
data
processing
agreement,
availableat
http://pix4d.com/privacy, and to be executed between You and Pix4D (the "DPA").
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Insofar You act as the controller of personal data, You shall ensure that thetransfers of personal data from Pix4D (back) to You (processor to controllertransfers) are permitted under applicable law and, where applicable, in accordancewith the European standard contractual clauses incorporated in the relevant DPA.
12.3. Compliance with Law. Any processing activity by Pix4D shall be made inconformity with all data protection laws, including, without limitation, the Swiss Data
Protection Act and the EU General Data Protection Regulation, as applicable, and
Pix4D's privacy and personal data protection policy as currently available at
http://pix4d.com/privacy, as such policy may be updated from time to time (the"Privacy Notice").
12.4. Security. Pix4D will implement and maintain appropriate technical andorganizational measures that are designed to protect personal data against
accidental or unlawful destruction, loss, alteration, unauthorized disclosure oraccess. The security measures include measures to encrypt personal data, to help
ensure ongoing confidentiality, integrity, availability and resilience of Pix4D’s
systems and services, to help restore timely access to personal data following adata breach, and for regular testing of effectiveness..
12.5. Processing Terms. Without prejudice to the above, You expressly acknowledge(and confirm, as the case may be), in accordance with the Privacy Notice:(a) where Pix4D relies on consent for a specific processing of Your personal data,such consent has been requested by Pix4D in a separate document. Your
consent is voluntary and can be withdrawn at any time by contacting us at thefollowing address: data_protection@pix4d.com;(b) the Licensed Offerings may communicate automatically with Pix4D cloudbased technology to function and to make the Licensed Offerings and otherproducts and services of Pix4D more effective;(c) personal data collected through or during Your Use of any of the various
Licensed Offerings may be transferred between Pix4D and its Affiliates
located in and outside of Europe; where transfers occur to Affiliates located ina non-whitelisted country, Pix4D will put in place appropriate safeguards toensure the protection of Your data (including by concluding the European
standard contractual clauses with those Affiliates); and that(d) data collected by Pix4D in connection with the Use of a product manufactured
or distributed by an Affiliate may be shared with such Affiliate in its capacity
as a controller, joint controller or processor of Pix4D for the following
purposes: product improvement, support in case of technical issue with the
product, supply chain and database management and statistics.
12.6. Connectivity. In case a Third-Party Service or Content is integrated into, or
available through the Licensed Offerings, this will be indicated accordingly. In suchcase, the third-party alone is responsible for such service or content, and its use isgoverned by the terms (including the disclaimers and notices) found on the website
of such third-party. Accessing or making use of such content or services may
cause Your Device, without additional notice, to connect automatically to theservers of such third-party and, therefore, permit the third-party to collectinformation from You (such as the IP address) or place certain information (suchas a cookie). For more information on the collection and other processing of
information by such third-party, please consult the third-party's privacy notice on
its website. Information about these third parties relied upon by Pix4D is found in
Pix4D's Privacy Notice on the Website. As stated in Section 8.4, Pix4D disclaims
any warranty with regard to such Third-Party Service or Content. It is used by You
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Pix4D – EULA

at Your own risk.
13.

DURATION – TERMINATION OF THE EULA

13.1. Duration. The EULA shall remain effective until terminated upon cancellation or
until the expiration of the Term.
13.2. Termination. (a) By You. You may terminate the EULA - and its right to Use theLicensed Offerings - at any time by ceasing Your Use or destroying all copies of
the Licensed Offerings.
(b) By Pix4D. Pix4D may terminate the EULA - and waive Your right to Use theLicensed Offerings with immediate effect - in case of Your failure to comply withany obligation hereunder, without incurring any liability to You. Such termination
shall become effective upon Your receipt of a notice thereof by Pix4D.
13.3. Effect of termination. (a) Upon termination of the EULA, You shall immediately
discontinue Your Use of the Licensed Offerings and delete or destroy any copies
thereof from Your Device(s) (including archives and back-up copies), whether fullor partial. Upon Pix4D's request, You shall certify in writing that You have fullycomplied with the foregoing undertaking.
(b) For the sake of clarity, Pix4D shall have no further obligation to provide
assistance, Upgrades and Support once the EULA has been terminated, unlessthe Parties agree otherwise.
(c) The termination or expiration of the EULA will not limit any of Pix4D's rights orremedies under the EULA or at law.
14.

MISCELLANEOUS

14.1. Independent Contractors. Pix4D, its Affiliates and You are independent
contractors, and the relationship created hereby shall not be deemed to be that ofa principal and its agent.
14.2. Severability. If any provision of the EULA is held to be unenforceable for any
reason, it shall be adjusted rather than voided, if possible, in order to achieve thelegal and economic intent of the Parties to the fullest extent possible. In any event,all other provisions of the EULA shall remain valid and enforceable to the fullest
extent possible.
14.3. Heading. The headings contained in the EULA are included for mere convenienceof reference and shall not affect the latter’s construction or interpretation.
14.4. Waiver. Failure by Pix4D to enforce at any time any provision of the EULA shallnot be construed as a waiver of Pix4D's right to act or to enforce any such term or
condition and Pix4D's rights shall not be affected by any delay, failure or omission
to enforce any such provision. No waiver by Pix4D of any breach of Yourobligations shall constitute a waiver of any other prior or subsequent breach.
14.5. Entire Agreement. The EULA represents the entire agreement of the Parties andsupersedes any prior discussions or understandings, whether written or oral,
relating to the subject matter hereof.
14.6. Notices. For the purpose of all written communications between the Parties, any
notice or other communication made in connection with the EULA shall be in writing(electronic form being deemed as satisfactory) and shall be e-mailed to theaddresses below:

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Pix4D – EULA

If to Pix4D: e-mail: legal@pix4d.com.
If to You: at the e-mail address registered in Your Account. In case of change, it isYour sole responsibility to inform Pix4D of Your new contact details. To this end,
You can either contact Pix4D's support team through https://support.pix4d.com/ or
update Your contact details on Your Account.
When and if used, the electronic communication system used by Pix4D will serve
as sole proof for the content and the time of delivery and receipt of such electronic
communications.
15.

GOVERNING LAW – DISPUTE RESOLUTION

15.1. Governing Law. This EULA shall be exclusively governed by and construed inaccordance with the laws specified below for the country or territory in which You
obtained the Licensed Offerings, without reference to or application of any conflictsof laws principles:(a) United States. If You obtained the Licensed Offerings in the United States,
the federal laws of the United States, to the extent controlling, or, by default,
the laws of the State of California, USA.
(b) European Union (EU). If You obtained the Licensed Offerings in a member
country of the EU, the substantive laws of Germany.
(c) Asia, Oceania or the Asia-Pacific region, other than Mainland China,
Hong Kong SAR and Macau. If You obtained the Licensed Offerings in Asia,
Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong
SAR and Macau, the substantive laws of Singapore.
(d) Mainland China, Hong Kong Special administrative Region (SAR) and
Macau. If You obtained the Licensed Offerings in Mainland China, Hong Kong
SAR or Macau, the laws of Hong Kong SAR.
(e) Switzerland and worldwide, unless in a country or region describedabove. If You obtained the Licensed Offerings in Switzerland and worldwide,
unless in a country or region described above, the substantive laws of
Switzerland.
Notwithstanding the foregoing, if the mandatory laws or public policy of any country
or territory in which the EULA is enforced or construed prohibit the application of
the laws specified herein, then the laws of such country or territory shall instead
apply to the extent required by such mandatory laws or public policy. Similarly, if
You are an individual consumer, the provisions of this Section 15.1 shall not affectany mandatory right You may have to take action in Your country of residence
under the laws of that country.
15.2. Exclusion. The EULA shall not be governed by the United Nations Convention on
Contracts for the International Sale of Goods, the application of which is expressly
excluded.
15.3. Jurisdiction and Venue. Any dispute, controversy or claim arising out of or inconnection with the EULA, including its conclusion, validity, binding effect,
amendment, breach, termination or rescission shall be first resolve informally byproviding a notice including a brief description of the dispute and related
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Pix4D – EULA

documentation, controversy and/or claim to Pix4D, respectively to You, at theaddress mentioned in Section 14.6. If the dispute is not resolved within 30 (thirty)
calendar days of Pix4D's or Your receipt of the notice, either You and/or Pix4D
may file a formal claim in the following exclusive forums for dispute resolution,
determined in accordance with the country of Your habitual residence/registeredseat:(a) United States. The United States District Court for the Northern District ofCalifornia in San Francisco or the Superior Court of California of the City andCounty of San Francisco, in either case it being specified that, to the fullest
extent permitted by law, Pix4D and You expressly agree hereby to waive any
right to a trial by jury.
(b) European Union (EU): Courts of Berlin.
(c) Asia, Oceania or the Asia-Pacific region, other than Mainland China,
Hong Kong SAR and Macau: Courts of Singapore.
(d) Mainland China, Hong Kong Special administrative Region (SAR) and
Macau. Arbitration before 3 (three) arbitrators in Hong Kong administered by
the Hong Kong International Arbitration Centre (HKIAC) under the HKIAC
administered arbitration rules in force when the notice of arbitration is
submitted.
(e) Switzerland and worldwide, unless in a country or region describedabove: Courts of Lausanne, Switzerland, without prejudice to a possible
appeal to the Swiss Federal Tribunal.
Notwithstanding the foregoing, Pix4D may apply for injunctive relief and other
equitable remedies (or their equivalent) in any court of appropriate jurisdiction orforum.
16.

COUNTRY-SPECIFIC TERMS
Notwithstanding the other terms of the EULA, if Your principal place of business isin (or, if You are a consumer, You have Your habitual residence in) a country or
jurisdiction identified below, the terms set forth for such country or jurisdiction will
apply to You.
Member States of the European Union
1.

Section 3.4 lit. c shall be completed as follows:"[…]; in deviation thereof, You are explicitly free to sell or resell the Licensed
Offerings where (i) the Licensed Offerings has been provided to You for anindefinite term (ii) under a perpetual license (iii) if the Licensed Offerings has
been placed on either the EU or EEA market with Pix4D’s consent and (iv) tothe extent that Pix4D’s copyright is exhausted.
If the Licensed Offerings has been acquired by download, Your freedom to sellor resell is additionally conditioned upon all of the following conditions being
met:(a) You have acquired the Licensed Offerings as a first buyer in a lawfultransaction, either traded by Pix4D itself or with the approval of Pix4D,
which can be assumed only when Pix4D has given its approval todownload a copy of the Licensed Offerings in exchange of a fee

13
Pix4D – EULA

corresponding to the economic value for Pix4D of such copy; and(b) You make each individual copy of the Licensed Offerings useless in caseof subsequent resale(s); and(c) You provide the buyer with all the necessary information to assess theauthorized Use of the Licensed Offerings.
For the sake of clarity, it is specified that, if You are not the lawful first buyerof the Licensed Offerings (having purchased the Licensed Offerings on asecond-hand transaction), then You are only entitled to Use the Licensed
Offerings to the extent You have lawfully acquired it. Each and all Your rights
to the Licensed Offerings are defined and restricted by the terms andconditions of this EULA.
2.

Section 8 shall be completed as follows:
Notwithstanding the above, and except if the Licensed Offerings or any
variation thereof has been delivered to You free of charge (such as trial
versions, Updates, pre-release) or has been altered by You to any extent,
Pix4D gives a limited warranty that the Licensed Offerings provide thefunctionalities set forth in the Documentation under the following conditions
and modalities:(a) The limited warranty mentioned above is provided for a limited warranty
period of 1 (one) year if You are a business user and 2 (two) years if You
are not a business user, following receipt of the Licensed Offerings;(b) To make a warranty claim, You must return, during the limited warranty
period, the Licensed Offerings and proof of its purchase to the location
where You obtained it;(c) As a remedy, Pix4D is entitled, by way of re-performance and at its own
discretion, to repair or replace the Licensed Offerings, if the purported
defective functionalities of the Licensed Offerings vary substantially fromthe functionalities set forth in the Documentation. If, despite PIx4D's
action, the suitability of the Pix4D Software remains reduced to a morethan just an insignificant degree, You are entitled to request swiftly in
writing a reduction of the purchase price (reduction) or to cancel thepurchase agreement (rescission).

3.

Section 10.3 shall be completed as follows:
The aforesaid limitation of liability shall not apply to any mandatory statutory
liability, in particular, to liability caused by wrongful intent or gross negligence,
to liability under the German Product Liability Act or product liability legislationin other Member States of the EU, to liability for assuming a specific guarantee,
or to liability for culpably caused personal injuries.

United States of America
1.

Section 10.2 shall be completed as follows:
It is specified that, with respect to the above-mentioned release of claims, You
expressly waive the application of Section 1542 of the California Civil Code,which reads: "A general release does not extend to claims that the creditor orreleasing party does not know or suspect to exist in his or her favor at the time

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Pix4D – EULA

of executing the release, and that if known by him or her, would have materiallyaffected his or her settlement with the debtor or released party.
2.

17.

US Government end-users. The Licensed Offerings and Documentation are"commercial items," as defined at Federal Acquisition Regulation ("FAR") (48
C.F.R.) 2.101, consisting of "commercial computer software" and "commercial
computer software documentation" as such terms are used in FAR 12.212.
Consistent with FAR 12.211 (Technical Data) and FAR 12.212 (Computer
Software) and Defense Federal Acquisition Regulation Supplement (“DFAR”)
227.7202-1 through 227.7202-4, and notwithstanding any other FAR or othercontractual clause to the contrary in any agreement into which the EULA may
be incorporated, Government end-users will acquire the Licensed Offerings
and Documentation with only those rights set forth in the EULA. Any Licenseprovisions that are inconsistent with federal procurement regulations are notenforceable against the U.S. Government.

DEFINITIONS

Account

means Your account on the Website.

Additional Terms

as per Section 1.3.

Affiliate

means any company which, directly or indirectly, controls,
is controlled by or is under common control with Pix4D, bymeans of ownership of more than 50% of the voting stockin said company. A list of Affiliates can be consulted here:
https://www.pix4d.com/about-us#locations.

APImeans "A-pplication P-rogramming I-nterface", with respect
to usage through command line interface, Software
Development Kit (SDK)or web API of the Licensed
Offerings.

Approved Sourcemeans (i) Pix4D, (ii) an Affiliate or (iii) an authorized reseller,
distributor, system integrator or mobile app store.

Authorized Users

as per Section 3.4((d)), it being understood that Authorized
Users may include users of the Licensed Offerings outside
Your entity if these have been duly authorized, by Youraccount administrator, to become members of an
Organization.

Content

means the Input Content and the Output Content.

Devicemeans a computer or the like (including a smartphone) usedby You for running the Licensed Offerings.

DFAR

as per Section 16.2.

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Pix4D – EULA

Documentationmeans any printed or online Offering description, user or
technical manuals, training materials, specifications andany other documentation related to the Licensed Offerings
which is made available to You by Pix4D or an Approved
Source in the Website, in the Store, or, as the case may be,
directly in the Licensed Offering or in its package, in theWebsite or in the Store.

DPAmeans the Pix4D Data Processing Agreement as currently
available at https://www.pix4d.com/legal and as may beamended from time to time, which applies to You as anentity entering into this EULA for Use of the Licensed
Offerings by the Authorized Users.

EULA

as per meaning in front page.

EUM

means "Enterprise User Management ", a type of accountgranting You the possibility of creating Organizations,designating their members and grant them access andother permissions to Your Licensed Offerings and Content.

Fair Use

as per Section 3.2(a).

FAR

as per Section 16.2.

General Terms

as per Section 1.3.

Increased Use

as per Section 3.2(b).

Indemnified Party

as per Section 7.

Input Content

means any content (typically, a picture) created by You
and/or Your Authorized Users which is uploaded to orprocessed by the Licensed Offerings.

Laws and Standards

as per Section 6.

Licensemeans the rights granted to You under the terms andconditions of the EULA, as further defined under Section 3.

Licensed Offerings

as per meaning in front page.

Ordermeans Your order of the Licensed Offerings and the relatedordering documents sent by Us to You, such as quotations,invoices or schedules, as the case may be.

Organizationmeans, in case of an EUM, a network of Authorized Users,
whether internal or external to Your legal entity, designatedby Your Administrator, who have been granted access andother permissions to Your Licensed Offerings and Your
Content.

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Pix4D – EULA

Output Content

means any content, such as files, designs, models, data
sets, pictures, documents or similar material, generated by
You and/or Your Authorized Users by processing the Input
Content through – or as a result of Your Use of – theLicensed Offerings.

Parties

as per meaning in front page.

Pix4D, Us, Our

Pix4D SA, a Swiss joint-stock company (société anonyme),
registered in Switzerland under number CHE-207.009.701,
having its registered seat at Route de Renens 24, 1008
Prilly, Switzerland.

Pix4D Appmeans any app developed by Pix4D and made available toYou by an Approved Source and licensed to You by Pix4D.

Pix4D Softwaremeans collectively the (and individually, any) Pix4D
software solutions, any Upgrades and any third-party
components, documentation, interfaces, content, fonts andany accompanying data whether in read only memory, on
any other media or in any other form, made available to You
by an Approved Source and licensed to You by Pix4D.

Privacy Noticemeans Pix4D's privacy and personal data protection policy
as currently available at http://pix4d.com/privacy.

Supportmeans the standard support provided by Pix4D, as per
Section 5.3, which is the first-level technical support, i.e.
front-line support for basic customer issues that are
generally known or that can be solved by following user
support scripts.

Storemeans the Pix4D store available on the Website.

Termas per Section 3.5.

Third-Party Service or means the third-party content, such as the maps of Mapbox,
Content
Inc., or service, such as the buttons of Google Maps™,
YouTube™, Facebook™, Twitter™ etc., that may be
integrated into, or available through, the Licensed Offerings.
Trial Software

as per Section 3.6.

Trial License Termas per Section 3.6.

Upgrademeans any new release version of the Pix4D Software as
per Section 5.3, including without limitation updates,
upgrades, bug fixes, error corrections, enhancements andother modifications to the Pix4D Software and backup
copies thereto.

Use or Usingmeans to download, install, activate, access, operate orotherwise use the Licensed Offerings.

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Pix4D – EULA

Websitemeans Pix4D’s website (https://www.pix4d.com) and its
subdomains (e.g. support.pix4d.com, cloud.pix4d.com).

You and Yourmeans the individual or legal entity licensing the Licensed
Offerings under the EULA.

Your
Terms
Conditions

and means any terms and conditions which may appear, or bereferred to, on any purchase orders, forms or otherdocuments or communications sent by You to Us, whether
in a printed or electronic form, or on Your internet website,
purporting to supersede or replace the EULA.

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Pix4D – EULA