End User License Agreement (Version n°1.1- June 2020)
Your use of the PARROT Ground SDK (hereinafter referred to as “SDK”) is expressly conditioned on Your acceptance of the terms and conditions of this end user license agreement (“EULA”). If You agree to the terms and conditions of the EULA, You agree to use the SDK solely in accordance with the terms and conditions of this EULA, and You agree that You are bound by and are a party to this EULA. If You are agreeing to be bound by this agreement on behalf of a company, organization, or other entity (“Company”) , then (i)“You includes You and that Company, and (ii) You represent and warrant that You are an authorized representative of such Company with the authority to bind such Company to this EULA. If You do not agree to the terms and conditions of the EULA, or if You do not the legal capacity or if You are not an authorized representative of the Company to enter into the EULA, do not download, install, access, and/or otherwise Use, the SDK or do not otherwise click on any button or other mechanisms designed to acknowledge acceptance of terms. Depending on the circumstances, the EULA may be complemented by supplemental license terms and specific terms made available in connection with surfing PARROT website, ordering, installing, downloading, accessing or using any PARROT software. In case of conflict between the EULA and such additional terms, the latter shall prevail. You agree to comply with the EULA in its entirety. PARROT reserves the right to amend the EULA at any time. Your continued Use of the SDK after notification of such amendment will constitute acceptance of such amendments.
The following capitalized terms have the meanings set forth below:
“Affiliates” means any corporation or entity that You or PARROT directly or indirectly controls, is under common control with, or is controlled by, where “control” means the ownership of more than fifty percent (50%) of the voting equity in such entity or otherwise the ability to direct the management of such entity.
“Application Product” means an application developed by You using the SDK that is operable on, or interfaces to, the PARROT Drone.
“Authorized Purpose” means to evaluate, test and use the SDK to design, test and develop the Application Product and its functionality and interoperability with the PARROT Drone and to sell or otherwise distribute the Application Product, but such right is limited to sale or distribution only for use with a PARROT Drone.
“PARROT” means Parrot Drones SAS, a French corporation, located at 174 Quai de Jemmapes, 75010, Paris (France), acting on its behalf and on behalf of its Affiliates (individually and collectively, “Parrot”).
“PARROT Drone” means any PARROT hardware, software, and services, such as unmanned aerial vehicles, flight controllers, sensors, cameras, gimbals, remote controllers, accessories, etc.
“SDK” or “Software Development Kit” means software (source code and object code), applications, tools, sample code, templates, fonts, logos, icons, images, libraries, interfaces, Updates, documentation,application programming interfaces (APIs), information, data, files, and other materials, whether tangible or intangible, in whatever form or medium provided to You by PARROT for use by You in connection with Your Application Product. It is composed of Ground SDK Mobile, PDrAW, OLYMPE and SPHINX (“SDK Components”).
“Third-Party Component” means software, interfaces and firmware licensed by PARROT from a third-party for incorporation into the SDK and distributed as an integral part of the SDK, as applicable.
“Use” or “Using” means to download, install, activate, access or otherwise use the SDK.
“You” and “Your” means the individual or legal entity licensing the SDK under this EULA.
2.1 The SDK is licensed, not sold, to You by PARROT. Subject to the compliance with the EULA, PARROT grants You a worldwide, non-exclusive, non-transferable, royalty free and non-sublicensable right to : (i) use the SDK for the Authorized Purpose, (ii) create the Application Product, (iii) copy and reproduce the SDK, as necessary for the exercise of the license grants and (iv) sell, offer to sell, lease, offer to lease or otherwise distribute or dispose of the Application Product for use with the Parrot Drone. You may only use the SDK in exercise of Your license grants.
2.2 You may distribute Your Application Product based on the SDK, provided that You shall: (1) not distribute, link, or integrate any part of the SDK such that the SDK becomes subject to another open source license ; (2) not modify, reverse engineer, disassemble or decompile any part of the SDK that is not provided as source code; (3) include the following copyright notice within Your Application Product’s source code in the same locations as Your own copyright notice: “Portions copyright (c) 2019–Present PARROT DRONES SAS. All rights reserved.”
2.3 Licenses applicable to SDK Components: In case of discrepancy between the following terms and other parts of the EULA, the following terms shall prevail. The following terms that are applicable to a specific SDK Components but not written elsewhere in the EULA apply only to the said SDK Component.
- Ground SDK Mobile, PDrAW and OLYMPE are released under BSD 3 license detailed below:
“Copyright © 2019, PARROT DRONES SAS Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
- Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
- Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
- Neither the name of the copyright holder nor the names of its contributors may be used to endorse or promote products derived from this software without specific prior written permission.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT HOLDER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE”.
- SPHINX is released under the Parrot-Sphinx license agreement detailed below:
“Portions of this software (“Parrot Sphinx”) are copyright © 2019 of Parrot Drones SAS. All rights reserved. Parrot Drones SAS hereby grants a worldwide, non-exclusive, non-transferable, royalty free, and non- sublicensable license to use the Parrot Sphinx for software testing; provided that the above copyright notice, this paragraph, and the following four paragraphs appear in all copies. This license becomes effective on the date You download the Parrot Sphinx. This license does not grant You any title or ownership in the Parrot Sphinx. Unless stated otherwise for portions of codes governed by open source licenses conferring a right to modify such portions of codes or except to the extent required or as permitted by compulsory law, modifying, reverse engineering, disassembling or decompiling this Parrot Sphinx, whether in whole or in part, is strictly prohibited. PARROT SPHINX IS PROVIDED "AS IS”. TO THE EXTENT PERMITTED BY APPLICABLE LAW, PARROT DRONES SAS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS PARROT SPHINX, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL PARROT DRONES SAS BE LIABLE FOR ANY SPECIAL, INDIRECT, IMMATERIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUES, LOSS OR INTERRUPTION OF BUSINESS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THE USE OF THE PARROT SPHINX, EVEN IF PARROT DRONES SAS HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. “IMMATERIAL DAMAGE” REFERS TO ANY DAMAGE WHICH IS NEITHER PROPERTY DAMAGE NOR DEATH OR PERSONAL INJURY”.
2.4 You acknowledge that the SDK may contain Third-Party Components. You understand that all Third- Party Components which You may access through the SDK are the sole responsibility of the person from which they originated and that PARROT is not liable for any loss or damage that You may experience as a result of the use or access of any of those Third Party Components. You agree that PARROT is not responsible for those applications, data, content, or resources. You should be aware that the Third-Party Components may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these Third-Party Components unless You have been specifically given permission to do so by the relevant owners. You acknowledge that Your use of such Third-Party Components may be subject to separate terms between You and the relevant third party. In that case, the EULA does not affect Your legal relationship with these third parties.
2.5 All rights not expressly granted by PARROT are reserved. You have only the limited rights granted with the SDK expressly set forth in the EULA, and You have no other rights, implied or otherwise.
2.6 Except with PARROT’s prior written consent or otherwise provided herein, You shall not or not allow any third party to use the SDK in any way that violates any applicable law or regulation and more generally, assist or allow anyone to do anything that the EULA prohibits You from doing.
You acknowledge and agree that the form and nature of the SDK that PARROT provides may change without prior notice to You and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK.
4.1 Your Application Product shall belong to You exclusively.
4.2 You are solely liable for : (a) access to any data, content, or resources that You create, transmit, or display through the Applications Product You develop on or with the SDK, and for the consequences of Your actions by doing so; and (b) any breach of Your obligations under this EULA, any applicable third-party contract or terms of service, or any applicable law, rule, or regulation, and for the consequences of any such breach.
4.3 YOU ACKNOWLEDGE AND YOU ARE AWARE THAT ANY MODIFICATION OF THE SDK MAY ADVERSELY AFFECT THE OPERATION AND CONTROL OF THE PARROT DRONE WHICH MAY CAUSE PROPERTY DAMAGE, SERIOUS INJURY AND/OR DEATH.
The SDK is protected by copyright and other intellectual property laws. You agree that the SDK belongs to PARROT. You agree that You neither own nor hereby acquire any claim or right of ownership to the SDK or to any related patents, copyrights, trademarks, or other intellectual property. PARROT retains all right, title, and interest in and to all copies of the SDK at all times, regardless of the form or media in or on which the original or other copies may subsequently exist.
All content accessed through the SDK is the property of the applicable content owner and may be protected by applicable copyright law. This EULA gives You no rights to such content.
PARROT works with many application developers and some of their products may be similar to or compete with Your Application Product. PARROT may also be developing its own similar or competing applications or may decide to do so in the future. To avoid potential misunderstandings, PARROT CANNOT AGREE, AND EXPRESSLY DISCLAIMS, ANY CONFIDENTIALITY OBLIGATIONS OR USE RESTRICTIONS, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF YOUR DISCLOSURE. Such disclosure may include, for example, comments, bug reports, feedback, enhancements, or modifications proposed or suggested by You for the SDK. You agree any such disclosure will be non-confidential. PARROT will be free to use and disclose any disclosure on an unrestricted basis without notifying or compensating You. You release PARROT from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any of Your disclosure.
This EULA does not entitle You to receive from PARROT or its licensors hard-copy documentation, support, telephone assistance, or enhancements or updates to the SDK. PARROT has no obligation to provide any maintenance for the SDK.
This EULA automatically terminates if You fail to comply with its terms and conditions. The following Sections of this EULA survive any expiration or termination hereof: 5 through 16 (inclusive).
YOU AGREE THAT THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE”, AND WITHOUT WARRANTY OF ANY KIND FROM PARROT. PARROT FURTHER DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, PRIVACY, SECURITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE (EVEN IF PARROT KNOWS OR SHOULD HAVE KNOWN OF SUCH PURPOSE), RELATED TO THE SDK, ITS USE OR ANY INABILITY TO USE IT, THE RESULTS OF ITS USE AND THIS EULA. PARROT AND ITS LICENSORS DO NOT WARRANT THAT THE SDK OR ANY RESULTS OF USE THEREOF WILL BE FREE OF DEFECTS, ERRORS OR VIRUSES, RELIABLE OR ABLE TO OPERATE ON AN UNINTERRUPTED BASIS OR IN A PARTICULAR ENVIRONMENT OR THAT ERRORS THEREIN, IF ANY, WILL BE CORRECTED.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT PARROT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU OR ANY THIRD PARTY USING YOUR APPLICATION PRODUCT, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT PARROT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS PARROT, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS, AS WELL AS ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING OUT OF OR ACCRUING FROM: (A) YOUR USE OF THE SDK, INCLUDING THIRD-PARTY COMPONENTS; (B) ANY APPLICATION PRODUCT YOU DEVELOP ON OR WITH THE SDK; AND (C) YOUR NONCOMPLIANCE WITH ANY TERM OF THIS EULA.
You acknowledge and agree that Your breach or threatened breach of this EULA shall cause PARROT irreparable damage for which recovery of money damages would not be sufficient and that PARROT therefore will be entitled to seek injunctive relief and/or any other appropriate relief in any court of competent jurisdiction, to protect its rights under this EULA.
The transfer of the SDK across national boundaries may be subject to restrictions. You undertake to comply with all applicable international laws governing Use, export, re-export and transfer of products and technology, in particular, the SDK, as well as end-user, end-use and destinations restrictions issued by governments, as the case may be.
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 it intends to use the SDK and that it will not Use, export, re-export or transfer the SDK to territories, destinations, companies, or individuals in violation of U.S. or E.U. embargoes or trade sanctions. You will indemnify, defend and hold PARROT 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.
You agree not to use the SDK for any unlawful or illegal activity, nor to develop any Application that would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act.
The validity, interpretation, and performance of the EULA shall be controlled by and construed under the laws of France, without regards to its conflicts of law. The Paris Courts shall have exclusive jurisdiction over any claim arising under this EULA.
Notwithstanding the foregoing, either Party shall at all times have the right to commence proceedings in any other court of its choice for interim injunctive relief as provided for in Section 12 of this EULA.
Entire agreement. This EULA, together with any amendments and any additional agreements You may enter into with PARROT in connection with the use of SDK, shall constitute the entire agreement between the parties concerning the subject matter hereof.
Amendment. No amendment or modification of this EULA is binding unless it is in a writing that explicitly references this EULA and is signed by an authorized executive of PARROT.
Severability. If any provision of this EULA is held to be invalid, illegal or unenforceable, the remaining provisions of this EULA remain in full force and effect, so long as the essential terms and conditions of this EULA reflect the original intent of the Parties and remain valid, legal, and enforceable, or PARROT may at its option terminate this EULA.
Language. The controlling language of this EULA is English. Communications under or in connection with this EULA shall be in, the English language. Any translation into any other language shall not be an official version thereof, and in the event of any conflict in interpretation between the English version and such translation, the English version shall control.
Waiver. The failure of a Party to enforce any term or condition of this EULA or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
Assignment and Transfer. You may not assign or otherwise transfer by operation of law or otherwise this EULA or any rights or obligations herein. PARROT may assign this EULA to any of its Affiliates.