1. Introduction 

1.1 Unmanned Life is the provider of software that deploys, controls and orchestrates unmanned aerial vehicles, automated guided vehicles and autonomous mobile robots. 
1.2 The Customer has purchased a subscription for Unmanned Life's software either (i) from an Unmanned Life authorised reseller, or (ii) where the Customer is an Unmanned Life authorised reseller, direct from Unmanned Life. 
1.3 This EULA sets out the terms and conditions that govern the Customer's use of the software. 
1.4 Words and expressions shown with a capital letter are defined in Annex A. This Agreement shall be interpreted in accordance with Annex A. 

2. Rights of use 

2.1 Subject to the Customer having a current valid Subscription and complying with: 
(a) the terms and conditions of this EULA; and 
(b) where the Customer has purchased a Subscription from an Unmanned Life Authorised Reseller, the Reseller Subscription Agreement; or 
(c) where the Customer is an Authorised Reseller, the Agreement for Resale of Unmanned Life Products and Services, 
Unmanned Life grants the Customer a non-exclusive, non-transferable, right during the Subscription Term to access and use, and to permit Authorised Users to access and use, the Software and Documentation in the Territory for the Agreed Use Case within the Usage Limits. 

3. Restrictions on use 

3.1 The Customer shall not: 
(a) modify, translate, or create derivative works based on the Software or Documentation; 
(b) reverse engineer or decompile the Software, except to the extent expressly permitted by applicable law and then only in accordance with applicable law; 
(c) remove, hide, move or alter any copyright, trade mark or proprietary notice, icon, image or text that represents Unmanned Life or any licensor of Unmanned Life, in or from the Software or Documentation;
(d) transfer or use the Software or Documentation in violation of any laws or regulations of any government or governmental agency; 
(e) transfer, distribute, rent, sell, assign or grant any interest in or loan the Software to any person, (except, where the Customer is an Authorised Reseller, to the extent expressly permitted under the applicable Agreement for Resale of Unmanned Life Products and Services);

4. Authorised Users 

4.1 Subject to Clause 4.2, the Customer shall ensure that only Authorised Users use the Software and Documentation on the Customer's behalf and that such use is at all times in accordance with this EULA. 
4.2 Where the Customer is an Authorised Reseller, the Customer and its Authorised Users may also the Software and Documentation in the course of performing managed services for the Customer’s customers, to the extent permitted under the applicable Agreement for Resale of Unmanned Life Products.
4.3 The Customer shall be responsible and liable for the acts and omissions of Authorised Users as if they were the Customer's acts and omissions. 

5. Customer obligations
 
5.1 The Customer shall: 
(a) use the Software strictly in accordance with the Documentation; 
(b) where the Customer is an Authorised Reseller, use the Software strictly in accordance with the Agreement for Resale of Unmanned Life’s Products and Services;
(c) exercise all reasonable skill and care when using the Software and when using any Device in connection with the Software; 
(d) comply with all Applicable Law with respect to its activities under this EULA and maintain all necessary licences, consents and permissions necessary for the Customer's and Authorised Users' use of the Software and any Device in connection with the Software; 
(e) make sure that each Authorised User uses only their own Login Credentials to gain access to and use the Software and any Device in connection with the Software, and not those of any other person, and does not share their Login Credentials with any other person; 
(f) implement reasonable security procedures to keep Login Credentials confidential and to protect Login Credentials from unauthorised use; 
(g) notify Unmanned Life as soon as reasonably practicable if the Customer becomes aware of any unauthorised person gaining access to or use of the Software or any Device in connection with the Software, or if the Customer becomes aware of any security breach that affects the Software or any such Device; 
(h) cooperate fully with all reasonable requirements of Unmanned Life to enable Unmanned Life to investigate, contain and remedy any unauthorised access or security breach in relation to the Software or Device in connection with the Software (including by providing Unmanned Life with access to relevant log data);
(i) regularly back up all files and data, including Customer Data, in connection with the Software and any Device in connection with the Software. The Customer acknowledges that it will not rely on the Software or related Device as a data storage, back-up or archive facility and it is the Customer's responsibility to make sure that it retains copies and back-ups of all Customer Data.

5.2 The Customer is responsible for procuring and maintaining internet access and for all costs and expenses in connection with internet access, communications, data transmission and wireless or mobile charges necessary for connection with the Software and any Device used in connection with the Software. 

5.3 The Customer shall ensure (and is exclusively responsible for) the accuracy, quality, integrity and legality of the Customer Data and that its use (including use in connection with the Software and any Device) complies with all Applicable Law. 

6. Export laws 

6.1 The Customer shall comply with all Applicable Law governing exports that apply to the Software, the Customer Data and the Documentation or any part of them. 
6.2 The Customer shall not export or re-export, directly or indirectly, separately or as a part of a system, the Software, the Customer Data or the Documentation (or any part) to, or access or use the Software, the Customer Data or the Documentation (or any part) in, any country or territory for which an export licence or other approval is required under the laws of the United Kingdom, Canada, the United States, the European Union or any of its member states, without first obtaining such licence or other approval. 
6.3 The Customer shall be solely responsible for ensuring its access, importation and use of the Software, the Customer Data and Documentation in or into any part of the Territory or elsewhere complies with all export and other laws. 

7. Changes to the Software and this EULA 

7.1 Unmanned Life shall be entitled to modify the features and functionality of the Software at any time, including through the provision of automatic updates. Unless a modification is required for security, safety reasons or to comply with applicable law, Unmanned Life shall use reasonable endeavours to ensure that any such modification does not materially adversely affect the use of the Software by customers generally. 
7.2 Unmanned Life may make changes to this EULA from time to time by notifying the Customer of such changes by reasonable means. Such changes shall take effect from the date that is thirty (30) days after Unmanned Life issues notification of the change, or such later date as Unmanned Life may specify.

8. Intellectual Property 

8.1 All Intellectual Property Rights in the Software and Documentation remain vested in Unmanned Life and its third party licensors. 
8.2 Nothing in this EULA operates to assign any Intellectual Property Rights to the Customer or any other person. 
8.3 The Customer grants Unmanned Life (and each of its direct and indirect sub-contractors) a royalty-free, non-transferable, non-exclusive licence to use, copy and otherwise utilise the Customer Data to the extent necessary to perform or provide the Software and any related services, and to exercise or perform Unmanned Life's rights, remedies and obligations under this EULA.

9. Indemnity 

9.1 Subject to Clause 9.2, the Customer indemnifies Unmanned Life, its directors, officers, employees, agents and contractors (together, the "Indemnified Parties") from and against all Losses suffered or incurred by any of the Indemnified Parties as a result of: 
(a) any and all Claims arising from the Customer's use of the Software or any Device connected with the Software; and 
(b) any and all Claims that Unmanned Life's use of Customer Data in accordance with this EULA infringes the Intellectual Property Rights of any person. 
9.2 The Customer shall not be liable under the indemnity at Clause 9.1, to the extent the Claims or Losses arose as a result of Unmanned Life's breach of this EULA or the negligent act or omission of Unmanned Life or any of its officers, directors, employees, contractors, or subcontractors, or where the Customer is an Authorised Reseller, Unmanned Life's breach of the Agreement for Resale of Unmanned Life Products and Services; 

10. Feedback and know-how 

10.1 This Clause 10 does not apply in relation to the Customer if the Customer is an Authorised Reseller. If the Customer is an Authorised Reseller, the provisions in the Agreement for Resale of Unmanned Life Products and Services concerning feedback and know how shall apply.
10.2 The Customer is not obliged to provide Unmanned Life with Feedback. However, where the Customer provides Feedback, it grants Unmanned Life a perpetual, irrevocable, worldwide, royalty-free licence to use, copy, modify, exploit and grant sub-licenses of Feedback. 
10.3 Subject to Clause 11, Unmanned Life may use and exploit all know-how, methods and experience developed in the course of providing the Software or otherwise in the course of performing its obligations under this EULA. 

11. Confidentiality 

11.1 Subject to Clause 11.2, a party will not (a) disclose to third parties, Confidential Information belonging to or received from the other party under or in connection with this EULA; or (b) use such Confidential Information for any purpose other than for the proper fulfilment of the purpose of this EULA, without the prior written permission of the other party. 
11.2 A party may disclose Confidential Information: 
(a) if and to the extent required by law or order of the courts, or by any securities exchange or regulatory or governmental body to which such party is subject, wherever situated (whether or not the requirement for information has the force of law); 
(b) on a necessary basis to the professional advisers, auditors and bankers of that party; or 
(c) if and to the extent the Confidential Information has come into the public domain other than by a breach of any obligation of confidentiality.
11.3 Subject to each party retaining copies of Confidential Information for its internal and regulatory compliance purposes only, each party will, where possible, return or destroy the other party's Confidential Information upon request within seven (7) days of such request. 
11.4 The restrictions contained in this Clause shall continue to apply after termination or expiry of this EULA. 

12. Liability where the Customer has purchased a Subscription for an Authorised Reseller 

12.1 This Clause 12 applies if the Customer has purchased a Subscription from an Authorised Reseller. This Clause 12 does not apply if the Customer is an Authorised Reseller.
12.2 Nothing in this EULA limits or excludes a party's liability for death or personal injury caused by its negligence, for fraud or fraudulent misrepresentation, or for any liability that cannot be excluded or limited under applicable law. 
12.3 Nothing in this EULA limits or excludes a party's liability under Clause 9. 
12.4 Subject to Clause 12.1, neither party shall be liable for any indirect loss arising out of or in connection with this EULA or any breach or non-performance of this EULA no matter how fundamental, whether in contract, tort (including by reason of negligence). 
12.5 Subject to Clause 12.1, neither party shall be liable for any loss of revenue, loss of profits, failure to achieve anticipated savings, loss or interruption of service, loss of business, loss of opportunity, loss of contracts, loss of use or downtime, loss of or corruption to data or other information, or loss of or damage to goodwill or reputation, arising out of or in connection with this EULA or any breach or non-performance of it, no matter how fundamental (whether in contract, tort (including by reason of negligence) or under any other legal theory. 
12.6 Subject to Clause 12.1, the Customer's total liability in any Subscription Year arising under or in connection with this EULA for any breach or non-performance of it, no matter how fundamental (whether in contract, tort (including by reason of negligence) or otherwise shall be limited to an amount equal to 100% fees paid and payable by the Customer to the Authorised Reseller in that Subscription Year. 

13. Liability where the Customer is an Authorised Reseller 
Intentionally Omitted

14. No implied terms, warranties etc 

14.1 Unmanned Life gives no warranties, promises or undertakings other than as expressly set out in: 
(a) this EULA; or, 
All other warranties, terms, conditions, undertakings, representations and obligations whether implied by statute, common law, trade usage, course of dealing or otherwise, on Unmanned Life's part are excluded to the fullest extent permitted by law. 

15. Suspension 

15.1 Unmanned Life may suspend access to the Software at any time: 
(a) to perform routine maintenance, and Unmanned Life shall use reasonable endeavours to give the Customer prior notice of routine maintenance; 
(b) for emergency or security reasons; 
(c) if a third party provider of cloud infrastructure services on which the Software depends, suspends its services to Unmanned Life; or 
(d) if required to do so by Applicable Law or by court or government or regulatory order. 

16. Term Termination 

16.1 This EULA starts when signed by or on behalf of the Customer and Unmanned Life. 
16.2 A party may terminate this EULA if the other party: 
(a) commits a material breach of this EULA and the breach cannot be remedied; 
(b) commits a material breach of this EULA, the breach is capable of being remedied, but the party in breach fails to remedy the breach within twenty (20) days of receiving written notice from the other party requiring the breach to be remedied; or 
(c) suffers an Insolvency Event, if termination for an Insolvency Event is permitted under applicable law. 
16.3 Unmanned Life may terminate this EULA: 
(a) if the Customer breaches Clause 5.1(d), Clause 3.1 or Clause 6; 
(b) if the Customer fails to pay when due any undisputed fees under the Reseller Subscription Agreement and further fails to pay such fees within twenty (20) days after receipt of written notice of late payment from the Authorised Reseller. 
16.4 If the Customer has purchased a Subscription from an Authorised Reseller, this EULA shall automatically terminate on termination or expiry of the Reseller Subscription Agreement.

17. Consequences of termination
 
17.1 On termination of this EULA or on expiry of the Subscription, unless the Subscription is renewed in accordance with the Reseller Subscription Agreement (or if the Customer is an Authorised Reseller, unless the Subscription is renewed in accordance with the Agreement for Resale of Unmanned Life's Products and Services): 
(a) the Customer shall immediately stop using the Software and Documentation; and 
(b) within seven (7) days after termination, the Customer shall return to Unmanned Life or at Unmanned Life's request, destroy or erase all copies of the Software and Documentation in its possession or control as well as any technical information or other data supplied to the Customer in connection with the Software and any copies made. The Customer shall provide Unmanned Life with a statement certified by an authorised representative of the Customer that this has been done. This Clause shall not apply to back-up copies that may be retained in accordance with standard back-up policies for archival purposes only. 
17.2 Termination of this EULA shall not affect the parties' accrued rights and remedies. 
17.3 The following Clauses of this EULA shall survive termination or expiry of this EULA and/or the Subscription: Clauses 8, 9, 10, 11, 12, 13, 14, 17, 18, 19, 21 and Annex A. 

18. Sub-contracting and assignment 

18.1 The Customer may not subcontract, assign or otherwise transfer this EULA to any person without Unmanned Life's prior written consent. 
18.2 Unmanned Life may assign its rights under this EULA or subcontract its obligations under this EULA at any time. 

19. General 

19.1 The delay or failure of a party to exercise any rights under this EULA will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorised representative of the waiving party. 
19.2 A person who is not a party to this EULA has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce or to enjoy the benefit of any term, warranty, condition or other provision of this EULA. 
19.3 Nothing in this EULA is intended to or shall give rise to any relationship of partnership, joint venture or profit sharing in the nature of partnership between the parties. 
19.4 This EULA constitutes the entire agreement and understanding between the parties relating to the transactions contemplated by or in connection with this EULA and the other matters referred to in this EULA and supersedes and extinguishes any other agreement or understanding (written or oral) between the parties or any of them relating to the same. Each party acknowledges and agrees that it does not rely on, and shall have no remedy in respect of, any promise, assurance, statement, warranty, undertaking or representation made (whether innocently or negligently) by any other party or any other person except as expressly set out in this EULA, in respect of which its sole remedy shall be for breach of contract. Nothing in this Clause however, shall operate or be construed to exclude or limit any liability of any person for fraud, including fraudulent misrepresentation.
19.5 If any provision (or part of a provision) of this EULA is held invalid or unenforceable for any reason by a court of competent jurisdiction but would be valid and enforceable if appropriately modified, then such provision will apply with the modification necessary to make it valid and enforceable. If such provision cannot be so modified, the parties agree that such invalidity will not affect the validity of the remaining provisions of the EULA. 

20. Counterparts 

20.1 This EULA may be executed in any number of counterparts and by the different parties on separate counterparts. This has the same effect as if the signatures on the counterparts were on a single copy of this EULA. 

21. Governing law and jurisdiction 

21.1 This EULA and any dispute or claim arising out of or in connection with this EULA or its subject matter or formation (including non-contractual disputes or claims) are governed by and shall be construed in accordance with English law. 
21.2 The parties submit to the exclusive jurisdiction of the English courts for all purposes relating to and in connection with this Agreement and any such dispute or claim referred to in Clause 21.1.


Annex A– Definitions and interpretation 
1. In this EULA: 
Agreed Order means (a) if the Customer has purchased a Subscription from an Authorised Reseller, the Customer's order with the Authorised Reseller, signed by authorised representatives of the Customer and the Reseller, or (b) or if the Customer is an Authorised Reseller, the relevant Statement of Work entered into between Unmanned Life and the Reseller under the Agreement for Resale of Unmanned Life Products and Services. 
Agreed Use Case means the use case specified in the Agreed Order. 
Agreement for Resale of Unmanned Life Products and Services means, if the Customer is an Authorised Reseller, the agreement between Unmanned Life and the Customer, signed by their respective authorised representatives, under which Unmanned Life appoints the Authorised Reseller as a reseller of Unmanned Life products and services. 
Applicable Law means all applicable laws, enactments, orders, ordinances, rules, regulations, regulatory guidance, regulatory requirements and any form of secondary legislation, resolution, policy, guidelines, concessions or court or governmental orders from time to time having the force of law. 
Authorised Reseller means a person appointed as an authorised reseller of Unmanned Life's products and/or services under a signed written agreement between Unmanned Life and that person. 
Authorised Users means the Customer's officers, directors, employees and individual contractors. 
Authorised Devices means devices in the numbers and of the type and specification and described in the Agreed Order. 
Customer Data means (a) all data in any form that is provided to Unmanned Life or uploaded, collected, captured, hosted or transmitted on any part of the Software by the Customer or by any Authorised User, and (b) if the Customer is an Authorised Reseller includes all data in any form that is provided to Unmanned Life or uploaded, collected, captured, hosted or transmitted on any part of the Software by any customer or client of the Customer. 
Device means an unmanned aerial vehicle, automated guided vehicle, autonomous mobile robot or other similar device. 
Documentation means Unmanned Life's published user documentation for the Software, as updated from time to time. 
Feedback means suggestions, enhancement requests, recommendations, or other feedback regarding the Services. 
Intellectual Property Rights means patents, rights to inventions, copyright and related rights, database right, moral rights, trade marks, service marks, trade names, business names, domain names, rights to goodwill or to sue for passing off, rights in designs, rights in computer software, whether registrable or not, (including applications for and the right to apply for registration), and any similar rights in any country whether currently existing or created in the future, in each case for their full term, together with any renewals or extensions. 
Login Credentials means user names, passwords, security credentials or authentication keys issued to the Customer or an Authorised User by Unmanned Life (or created by the Customer or an Authorised User at Unmanned Life's invitation) for access to the Software or any Device used in connection with the Software.