1. INTRODUCTION
    The software called SLANTVIEW (referred to in this End User License Agreement as the “Processing Software” and specifically including the system files, libraries, packaged APIs and API add-ons for processing and managing data obtained from aerial vehicles) is licensed to you subject to the terms of this End User License Agreement (this “License Agreement”). This License Agreement forms a legally binding contract between you and SLANTRANGE, Inc., a Delaware corporation (“SLANTRANGE”), in relation to your use of the Processing Software.
  2. ACCEPTING THIS LICENSE AGREEMENT
    1. In order to use the Processing Software, you must first agree to this License Agreement. You may not use the Processing Software if you do not accept this License Agreement.
    2. By using the Processing Software, you hereby agree to the terms of this License Agreement.
    3. You may not use the Processing Software and may not accept the License Agreement if you are a person barred from receiving the Processing Software under the laws of the United States or other countries including the country in which you are a resident or from which you use the Processing Software.
    4. By using the Processing Software, you are representing that you are at least 18 years old and are legally able to accept an agreement. If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement, and in this context “you” refers to you and your employer or other entity. If you do not have the requisite authority, you may not accept the License Agreement or use the Processing Software on behalf of your employer or other entity. By accepting, you are agreeing to every provision of this Agreement whether or not you have read it.
  3. PROCESSING SOFTWARE LICENSE FROM SLANTRANGE
    1. Subject to the terms of this License Agreement, SLANTRANGE grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the Processing Software to process and manage data obtained from aerial vehicles.
    2. This License Agreement permits you to use the Processing Software on a computing device to process data collected by a single SLANTRANGE sensor system. If you have multiple licenses, then you may process data collected by as many SLANTRANGE sensor systems as you have licenses for. When activated, your license will be assigned to your SLANTRANGE sensor serial number.
    3. You agree that SLANTRANGE or third parties own all legal right, title and interest in and to the Processing Software, including any Intellectual Property Rights that subsist in the Processing Software. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law and any and all other proprietary rights. SLANTRANGE reserves all rights not expressly granted to you.
    4. You acknowledge and agree that the structure, source code, sequence and organization of the Processing Software are the valuable trade secrets and confidential information of SLANTRANGE and its suppliers. You agree to protect such confidential information and trade secrets and prohibit the unauthorized duplication, use or disclosure of such confidential information and trade secrets. You also acknowledge and agree that any and all data processed by the Processing Software shall be treated with the same care as other confidential information.
    5. You may not use the Processing Software for any purpose not expressly permitted by this License Agreement. Except to the extent required by applicable third party licenses, you may not (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble or create derivative works of the Processing Software or any part of the Processing Software or (b) combine any part of the Processing Software with other software or distribute any software or device incorporating a part of the Processing Software.
    6. Use, reproduction and distribution of components of the Processing Software licensed under an open source software license are governed solely by the terms of that open source software license and not this License Agreement.
    7. You agree that the form and nature of the Processing Software that SLANTRANGE provides may change without prior notice to you and that future versions of the Processing Software may be incompatible with applications developed on previous versions of the Processing Software. You agree that SLANTRANGE may stop (permanently or temporarily) providing the Processing Software (or any features within the Processing Software) to you or to users generally at SLANTRANGE’s sole discretion without prior notice to you.
    8. Nothing in this License Agreement gives you a right to use any of SLANTRANGE’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features.
    9. You agree that you will not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Processing Software.
    10. If you are, or if you represent, a government end user, this Processing Software is a “commercial item” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation”, as such terms are used in 48 C.F.R and consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1. All U.S. Government end users that acquire the Processing Software will have only those rights set forth herein.
    11. For the consideration herein described and for other good and valuable consideration, and in view of the terms of section 6, you grant SLANTRANGE a worldwide, royalty-free, perpetual, assignable and non-exclusive license to use, disseminate and modify the Licensed Information (as defined in section 6) on an unrestricted basis for any purpose whatsoever.
  4. USE OF THE PROCESSING SOFTWARE BY YOU
    1. You agree to use the Processing Software only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries).
    2. You agree to operate in accordance with all laws, statutes, orders, regulations or rule of an administrative or legislative government body or court with jurisdiction over the matter in question (“Applicable Law”) regarding the protection of an individual’s right to privacy, including avoidance of all invasions of privacy, trespassing, stalking and harassment (“Privacy Laws”). You hereby agree to indemnify and protect SLANTRANGE against any and all claims arising out of your violation of any and all Privacy Laws.
    3. You agree that you will not engage in any activity with the Processing Software that interferes with, disrupts, damages or accesses in an unauthorized manner the servers, networks or other properties or services of any third party including SLANTRANGE.
    4. You agree that you are solely responsible for (and that SLANTRANGE has no responsibility to you or to any third party for) any data, content or resources that you create and for the consequences of your actions (including any loss or damage which SLANTRANGE may suffer) by doing so.
    5. You agree that you are solely responsible for (and that SLANTRANGE has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or terms of service or any applicable law or regulation and for the consequences (including any loss or damage which SLANTRANGE or any third party may suffer) of any such breach.
    6. If your subscription to the Processing Software is described by SLANTRANGE as a “Research & Development Node-Locked End User License” or something similar, SLANTRANGE grants to you a license to use the Processing Software, and you agree not to rent, lease, loan, sell or otherwise distribute any of the Processing Software (either in whole or in part) or any derivative data or product thereof to any third party in any manner or for any use whatsoever.
  5. CHARGES
    1. When you elect to purchase the Processing Software from SLANTRANGE or any third party reseller and enter a form of payment, you agree that: (i) you will fulfill your obligation to pay for the Processing Software by the date on which payment is due; (ii) any payment information you provide is true and accurate; (iii) you are authorized to use the payment method you provide; (iv) SLANTRANGE has permission to retain the payment information and method, including all submitted debit and credit card information, submitted by you and your issuing bank or the applicable payment network; and (v) we or our reseller (as applicable) are authorized to charge you for the Processing Software using the established payment method and the information you provide that is stored in your account as of the applicable date for payment. Your assurances of payment and our rights to collect payment include any obligation you may have to pay any taxes or delivery charges described as being applicable. In addition, you agree that you will be responsible for any credit card chargeback fees as well as any reasonable collection costs SLANTRANGE incurs as a result of your failure to pay on a timely basis.
    2. By using the Processing Software, you agree to be bound by all pricing and payment terms provided by SLANTRANGE. You agree that taxes and other charges apply. SLANTRANGE reserves the right to change the pricing and payment terms from time to time without notice.
    3. If you purchase a subscription to the Processing Software that renews automatically, such as monthly or annually, you agree that SLANTRANGE may process your payment method on each monthly, annual, or other renewal term (based on the applicable billing cycle), on or near the calendar day corresponding to the commencement of your subscription, as applicable.
    4. For charges based on the number of acres for which data is provided, SLANTRANGE will round up any fraction of an acre to the next full acre.
    5. For charges based on a subscription, you acknowledge that you will automatically be charged overage for any and all additional data processing beyond your subscription level.
    6. If SLANTRANGE does not receive your payment within the time provided in the payment terms, SLANTRANGE may charge you a late fee of up to 1.5% per month or, if less, the maximum amount allowed by law in the state of your billing address. Late fees are part of the rates and charges you agree to pay SLANTRANGE.
  6. PRIVACY AND INFORMATION
    1. You understand that SLANTRANGE or the Processing Software may collect: (a) personally identifiable data such as your name and e-mail address (“Personally Identifiable Data”); (b) images, which may include physical geography, agricultural crops, soil and crop conditions, people, animals, places, structures and other property (“Images”); and (c) pooled sensor and usage data that cannot be linked to you personally (“Unidentifiable Data”) (Personally Identifiable Data, Images and Unidentifiable Data are collectively referred to as the “Data”).
    2. You understand that the Processing Software requires SLANTRANGE to obtain and store Data to properly function.
    3. You understand that, when connected to the Internet, the Processing Software may automatically backup your Data to SLANTRANGE servers. You agree to allow the Processing Software to automatically backup Data. You agree to allow the Processing Software to collect certain usage statistics from the software, including a unique identifier, associated IP address, version number of the software and information on which tools and/or services in the Processing Software are being used and how they are being used. You agree not to modify the Processing Software in any way that will prevent the Processing Software from duplicating data on SLANTRANGE servers.
    4. You agree that SLANTRANGE may use the Data in connection with the Processing Software to enhance the Processing Software and/or provide additional products or services to you or others under the following terms:
      1. All rights in and to any copies of Data that you maintain shall be exclusively owned by you. You shall maintain an adequate back-up of all such Data, and SLANTRANGE shall not be responsible to you for any deletion, destruction, damage, loss or failure to store or back-up any such Data.
      2. All rights in and to any Data and other information and data that SLANTRANGE may collect, compile, derive or synthesize in connection with the Processing Software or otherwise resulting from or relating to the use or operation of the Processing Software (“Collected Data”) shall be owned exclusively by SLANTRANGE. SLANTRANGE agrees not to sell your Personally Identifiable Data to any unaffiliated third party in order for you to be solicited on matters unrelated to SLANTRANGE. Other than Personally Identifiable Data, SLANTRANGE may use Collected Data in any manner for any purpose.
    5. You acknowledge and agree that you are in lawful possession of all Data that you make available to SLANTRANGE or the Processing Software and that you have all necessary permissions to allow SLANTRANGE or the Processing Software to obtain Data that you have made available to SLANTRANGE or the Processing Software.
    6. Notwithstanding any provision in this License Agreement to the contrary, you agree that SLANTRANGE may disclose the Data to a purchaser, acquirer or successor in title of all or part of SLANTRANGE’s assets or services.
  7. USING APIs
    1. If you use any API to retrieve data from SLANTRANGE, you acknowledge that the data may be protected by intellectual property rights which are owned by SLANTRANGE or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms of service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant terms of service.
    2. If you use any API to retrieve a user’s data from SLANTRANGE, you acknowledge and agree that you shall retrieve data only with the user’s explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so.
  8. TERMINATING THIS LICENSE AGREEMENT
    1. This License Agreement will continue to apply until terminated by either you or SLANTRANGE as set out below.
    2. If you want to terminate this License Agreement, you may do so by ceasing your use of the Processing Software.
    3. Any cancellation of a paid subscription service will be effective as of the end of the then-current billing period
    4. SLANTRANGE may at any time terminate this License Agreement if: (a) you have breached any provision of this License Agreement; (b) SLANTRANGE is required to do so by law; (c) the partner with whom SLANTRANGE offered certain parts of Processing Software (such as APIs) to you has terminated its relationship with SLANTRANGE or ceased to offer certain parts of the Processing Software to you; or (d) SLANTRANGE decides to no longer provide the Processing Software or certain parts of the Processing Software to users in the country in which you are a resident or from which you use the service, or the provision of the Processing Software or certain Processing Software services to you by SLANTRANGE is, in SLANTRANGE’s sole discretion, no longer commercially viable.
    5. When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and SLANTRANGE have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely shall be unaffected by this cessation, and the provisions of Sections 10, 11 and 13 shall continue to apply to such rights, obligations and liabilities indefinitely.
    6. Upon termination, you agree to immediately delete and destroy any SLANTRANGE software, firmware, shareware and data installed on your computer and return any hardware to SLANTRANGE. You have no right, title or interest (and no copyright, trademark or other intellectual property right) in or to the Processing Software or any SLANTRANGE equipment, software, services, information, materials, applications or other functionalities related thereto without the prior written authorization of SLANTRANGE.
  9. DISCLAIMER OF WARRANTIES
    1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Processing Software IS AT YOUR SOLE RISK AND THAT THE PROCESSING SOFTWARE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM SLANTRANGE.
    2. YOUR USE OF THE Processing Software AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE Processing Software IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
    3. SLANTRANGE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
    4. SLANTRANGE DOES NOT WARRANT THAT THE Processing Software WILL WORK PERFECTLY OR WILL NOT NEED OCCASIONAL UPGRADES OR MODIFICATIONS, OR THAT IT WILL NOT BE NEGATIVELY AFFECTED BY NETWORK-RELATED MODIFICATIONS, UPGRADES OR SIMILAR ACTIVITY. IF YOU DOWNLOAD OR USE APPLICATIONS, SERVICES OR SOFTWARE PROVIDED BY THIRD PARTIES THE Processing Software MAY NOT WORK AT ALL.
  10. LIMITATION OF LIABILITY
    YOU EXPRESSLY UNDERSTAND AND AGREE THAT SLANTRANGE, 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, INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER INTANGIBLE LOSS, WHETHER OR NOT SLANTRANGE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
  11. INDEMNIFICATION
    1. You agree that you are solely responsible for the use of the Processing Software or for any person using your user name and password or mobile device.
    2. You agree that it is your sole responsibility to abide by all regional, local, custom, taxes and laws and ensure that all appropriate taxes, including sales taxes, VAT, importation tariffs and import duties that may be due are paid.
    3. You agree that you are solely responsible for obtaining all necessary permissions from third parties to allow you to make Data available to SLANTRANGE or the Processing Software. You agree to defend, indemnify and hold harmless SLANTRANGE, its affiliates and their respective directors, officers, employees and agents from any and all claims, actions, suits or proceeds, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or accruing from your provision of Data to SLANTRANGE or the Processing Software.
    4. Subject to Section 11.3, you agree to not upload or cause to be uploaded any personally identifying information of another person, including information that reveals another person’s address, contact information or likeness.
    5. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless SLANTRANGE, 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 Processing Software; (b) any application you develop using the Processing Software that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy; and (c) any non-compliance by you with this License Agreement.
  12. CHANGES TO THE LICENSE AGREEMENT
    1. SLANTRANGE may make changes to this License Agreement. Changes may be made as SLANTRANGE distributes new versions of the Processing Software or may be made between versions. When these changes are made, SLANTRANGE will make a new version of this License Agreement available on the website where the Processing Software is made available.
    2. Your continued use of the Processing Software following the posting of changes will mean that you accept and agree to the changes.
  13. GENERAL LEGAL TERMS
    1. This License Agreement constitutes the whole legal agreement between you and SLANTRANGE and governs your use of the Processing Software (excluding any services which SLANTRANGE may provide to you under a separate written agreement), and completely replaces any prior agreements between you and SLANTRANGE in relation to the Processing Software.
    2. You agree that, if SLANTRANGE does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which SLANTRANGE has the benefit of under any applicable law), then such omission will not be taken to be a formal waiver of SLANTRANGE’s rights and that those rights and related remedies will still be available to SLANTRANGE.
    3. If any court of law having the jurisdiction to decide on a matter governed by this License Agreement rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.
    4. EXPORT RESTRICTIONS. THE Processing Software IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE Processing Software. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
    5. The rights granted in this License Agreement may not be assigned or transferred by you without the prior written approval of SLANTRANGE. You shall not be permitted to delegate your responsibilities or obligations under this License Agreement without the prior written approval of SLANTRANGE.
    6. This License Agreement, and your relationship with SLANTRANGE under this License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and SLANTRANGE agree to submit to the exclusive jurisdiction of the courts located within the city of San Diego, California to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that SLANTRANGE shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.