Your privacy is and will always be enormously important to us. Our Privacy Notice is designed to provide transparency into our data practices in a format that is easy to read and navigate. Please read the sections below to understand how we collect, use, share, and safeguard your information in order to offer you the most seamless drone experience imaginable.
We may collect three main types of information related to you or your use of our products and services:
Depending on the Zuru Matter products and services you request, own, or use, not all of these types of information may be applicable to you.
When you visit our website, stores and galleries, attend a Zuru Matter event, contact us with questions or for product information (in person, online, telephone, and email), we may collect a variety of information from or about you, your drone, devices, or from third parties. For example, data we collect may include:
Categories of Data | Description | Purpose and Legal Basis |
---|---|---|
Contact Information | Your name, address, region, email, phone number, contact preference | To communicate with you, process your request, and provide products or services, based on consent or our contract with you |
Communications or interactions | Your requests for information, calls, emails, or in-person communications | To communicate with you, confirm eligibility, and provide products or services based on consent or our contract with you |
We may also receive information about you from sources such as public databases, joint marketing partners, certified installers, affiliates and business partners, and social media platforms.
Cookies and other similar technologies: Cookies are pieces of information stored directly on the computer that you are using. When you visit our website, we may use essential cookies, to provide you with a service requested by you or when this is necessary for the functioning of our website. Additionally, we may also use analytics and marketing cookies in locations where the placement of such cookies does not require user consent.
We may use the information we collect to:
This includes contacting you to advise you of important safety-related information, to notify first responders in the event of an accident involving your drone, present products and offers tailored to you, or to respond to your inquiries and fulfill your requests for product information, Zuru Matter Updates, and other events.
When you contact us for information or make a purchase, we may use the data collected for a variety of purposes. Below are examples of what we may use your personal data for in delivering the most seamless drone experience imaginable.
Zuru Matter retains personal data only for as long as necessary to fulfill the purposes for which it was collected, including as described in this Privacy Notice, in our service-specific notices, or as required by law. The criteria for determining data retention may include consideration of its use, our relationship with you, whether there is an existing contract for services, whether you have provided your consent, or if there is a legal requirement to retain certain data. We carefully examine whether it is necessary to retain the personal data collected and work to ensure that the data is retained for the shortest period possible.
When we process personal data about you, we do so with your consent and/or as required to provide the products or services you use, operate our business, meet our contractual and legal obligations, protect the security of our systems, products and our customers, or fulfill other legitimate interests of Zuru Matter. We do not share information that personally identifies you with third parties for their marketing purposes unless you opt-in to that sharing. For more details regarding which legal justification Zuru Matter relies on for each data processing activity, see “Purpose and Legal Basis” in the above section “Information We May Collect”.
We may also use and disclose information about you if we believe in good faith that that the law requires it for purposes of security, fulfilling our legal obligations (such subpoenas or court orders), law enforcement, or other issues of public importance, disclosure is necessary or appropriate. We may also share information about you, where there are legal grounds to do so, if we determine that disclosure is reasonably necessary to enforce our Terms of Use or protect our operations or customers. This could include providing information to public or governmental authorities. Additionally, in the event of a reorganization, merger, change of control, or sale we may transfer any personal data we collect to the relevant third party.
Except as described here, Zuru Matter may also collect, use, and share information that does not, on its own, personally identify you. Such information may be used for any purpose, including for example, for operational or research purposes, for industry analysis, to improve or modify our products and services, to better tailor our products and services to your needs, and where legally required.
We may share information with:
We limit how, and with who, we share your personal data. Examples of when we may share your information include, payment processing, order fulfillment, product installation, customer service, marketing, financing, service or repair, and other similar services.
We do not sell your personal data to anyone for any purpose, period. The table below illustrates who Zulumatter may share your personal data with depending on your interactions with us or purchases you make.
Affiliates and subsidiaries | Companies that are owned or controlled by Zulumatter, or where we have a substantial ownership interest | To assist, operate, enhance, and fulfill services on our behalf based on our legitimate interests to outsource certain operations |
Service providers and business partners | Companies we’ve hired to provide services like customer support, product financing, repair estimate providers, infrastructure, and other professional service providers | To assist, operate, and fulfill services on our behalf based on our legitimate interests to outsource certain operations |
Payment processors | Companies we contract with to securely process your payment details | To enable payment processing based on our contract with you, and fraud prevention in line with our legitimate interests |
Financial institutions | Companies that process credit applications for lease and financing offerings | To confirm your eligibility, and process your request for service based on your consent or our contract with you |
Energy utilities and energy services companies | Companies that deploy and distribute energy to your home from the grid | To fulfill your request for Energy products and services based either on your consent, our contract with you or pre-contractual arrangements requested by you |
Certified energy installers | Partners who may perform financing, permitting, inspections and installations | To perform, assist, and fulfill services on either our behalf or yours based on your consent or our contract with you |
Third party service and repair centers | Third party service locations we partner with to provide you with quality repair | To facilitate service and repairs, and improve costs and service based on our contract with you and our legitimate interests in improving costs and service |
Law enforcement and government authorities | Disclosure of information as required by law, or when otherwise appropriate | To comply with applicable laws based on our legal obligation or legitimate interests |
Government-offered incentive or credit programs | Disclosure of information as required by the program such as VIN | To comply with the participation terms of the offered program based on our legitimate interests |
The personal data we collect may be shared between Zuru Matter and our subsidiaries, affiliates (companies that are owned or controlled by Zuru Matter, or where we have a substantial ownership interest), third party service providers, channel partners, suppliers, and others when necessary to perform services on our or on your behalf. For example, companies we’ve hired to provide customer service support or assist in protecting and securing our systems and services may need access to personal data to provide those functions. In such cases, these companies must abide by our privacy and data protection requirements and are not allowed to use personal data they receive from us for any other purpose.
In addition, we may share information with:
We enable you to obtain access and control the data that we collect, use, and share. Through device permissions, in-app settings, communication preferences, you are in the driver’s seat, even when it comes to your data.
Zuru Matter Updates: When you request information, purchase a product, or sign up for promotional communications, Zuru Matter may contact you by email, call, text about promotions, our products and services, and other information that may be of interest to you. If you no longer want to receive promotional-related emails or messages, you may opt out at any time by following the unsubscribe instructions in the communication received from us, by changing your communication preferences. If you receive a call or text from us and do not want to receive similar calls in the future, or if you do not want to receive automated calls, simply ask to be placed on our “do not call” list. Please note that we may still be required to send you administrative or other important messages, such as billing notices or policy changes, even if you opt out of receiving other communications.
Data Privacy Requests: We want you to be in control of how your personal data is used by us. Subject to local law, you may have the right to be informed of, and request access to, the personal data we process about you; update and correct inaccuracies in that information; have the information restricted or deleted; object or withdraw your consent to certain uses of data; and lodge a complaint with your local data protection authority. You may also have the right not to be subject to automated decision-making, including profiling, where it would have a legal or similarly significant effect on you; and the right to data portability with regard to the data you provided to us. Zuru Matter enables you to exercise those rights in a variety of ways, including by:
When contacting Zuru Matter and where your issue requires it, we may request more information from you, such as to verify identity, or indicate that a response will require additional time. You may at any time refer your complaint to the relevant regulator in your jurisdiction if you are unsatisfied with a reply received from us. If you ask us, we will endeavor to provide you with information about relevant complaint avenues which may be applicable to your circumstances.
Zuru Matter uses administrative, technical, and physical safeguards to protect your personal data, taking into account the nature of the data and the threats posed. Zuru Matter has implemented a variety of safety and security features to consistently protect your information.
We also implement other appropriate technical and organizational measures to help safeguard and secure your personal data. Unfortunately, no data transmission or storage system can be guaranteed to be 100% secure. If you have reason to believe that your interaction with us is no longer secure or compromised, please immediately notify us by using the contact information below.
This Notice does not address, and we are not responsible for, the privacy, information, or other practices of any third parties, including any third party operating any site or service to which we may link to on this Notice. The inclusion of such a link does not imply endorsement of the linked site or service by us or by our affiliates, nor does it imply an affiliation with the third party. Additionally, we are not responsible for the collection, use, or disclosure policies and practices (including the data security practices) of other organizations, such as any other app developer, app provider, social media platform provider, operating system provider, or wireless service provider, including any information you disclose to other organizations through or in connection with our software applications or social media pages. In addition, our products and services are not directed to individuals under the age of sixteen, and we request that such individuals not provide any information to Zuru Matter.
This Notice sets out the essential details relating to your personal data relationship with Zuru Matter. From time to time, we may develop new capabilities, features, or offer additional services which may require we make material changes to this Notice. When we do, we’ll let you know by revising the date this Notice was last updated on our website. Other times, we may provide you with additional notice (such as an email) with more information about the revisions. Unless stated otherwise when we introduce these new or additional services, they will be subject to this Notice and become effective when we post it on our website.
These Payment Terms describe your agreement to pay for current and future goods and services, together with any charges or fees applied by us related to goods or services. In these Payment Terms, ‘we’ and ‘us’ mean the Zuru Matter group entity supplying the goods and services in your country.
In order to use certain services, such as one-time payments, recurring payments and subscriptions, you allow Zuru Matter to store, maintain, and recover funds from your specified payment method in accordance with these Payment Terms. Zuru Matter may amend these terms from time to time and any changes are effective when posted to this page.
When you add a payment method to your Zuru Matter Account, such as a credit card, certain information including, but not limited to device location, device identification number, and card information may be sent to Zuru Matter and shared with our payment processor. Card information is encrypted during the transmission and Zuru Matter will not have access to the actual card number. When the stored payment method or a new credit card is used for purchasing goods and services on a Zuru Matter hosted website or application, the necessary information to process payment will be shared with our global processors and our banking partners, to process your payment, comply with financial regulations, to prevent fraud, and for troubleshooting any payment issues. When you pay using your bank account details, those details are stored by Zuru Matter in an encrypted format that prevents unauthorized access without specific permissions. For information on how we handle your payment information, please see Zuru Matter’s Privacy Notice.
You must maintain at least one valid payment method in your Zuru Matter Account. Any services received may result in charges being applied to your saved payment method, and charges may include taxes as required by law. Your failure to maintain accurate, complete, and up-to-date payment information, including an invalid or expired payment method, may result in your inability to access or use services
When you request a bank payment such as an Automated Clearing House (ACH) or Pre-Authorized Debit (PAD) payment transfer, and where required by law, we will inform you at least three days before the initial payment due date, and up to one day before payment is collected. You may amend or cancel this authorization at any time by providing us with thirty (30) days’ notice. You have certain recourse rights if any debit does not comply with this agreement, such as the right to receive reimbursement in the event of an unauthorized debit inconsistent with these terms. To obtain more information on your recourse rights, contact your financial institution.
For charges that support automatic or recurring payments, you understand that your payment method will be charged each time your service automatically renews at the end of the prescribed period, unless turned off at least twenty-four (24) hours prior to the end of the current billing period. You can manage or turn off automatic payments in your Zuru Matter Account at any time.
Any person who uses your Zuru Matter drone can also make use of the services described in these Payment Terms, and you will remain responsible to Zuru Matter for payment of the applicable charges. Zuru Matter will require payment from you using the payment method saved in your Zuru Matter Account. You will be able to review a summary of transactions in your Zuru Matter Account.
In the event that any attempt to recover funds from you should fail using the payment method saved in your Zuru Matter Account, you agree to allow Zuru Matter to recover all or less than all of the amount owed for goods or services as set out in this clause. If we are unable to collect payment, we may contact you based on your information on file or may request payment when we are performing services for you. If you violate these Payment Terms, such as by not paying past due and unchallenged amounts, we may limit or block your drone’s ability to use the related services until payment issues are resolved.
1.1. Account Registration. Licensee shall register an account with Zuru Matter and provide to Account Information. Licensee shall update its Account Information as required to keep the Account Information complete and accurate. Licensee shall select the subscription tier and level to be associated with its account and may change its subscription tier and level using the Portal.
1.2. Subscription Tiers. Two subscription tiers exist. Zuru Matter will provide a description of each subscription tier in the Documentation. Each tier may have more than one subscription level.
1.2.1. Tier 1. Tier 1 subscriptions will access data and send commands through a Zuru Matter server.
1.2.2. Tier 2. Tier 2 subscriptions will access data through a Licensee server and will not use a Zuru Matter server.
1.3. Subscription Levels. Zuru Matter may provide multiple subscription levels within each tier. Zuru Matter will provide a description of each subscription level in the Documentation. Each level may receive access to a different set of capabilities, data, commands, and levels of service, according to its tier and its description in the Documentation.
1.4. Subscription Limitations. Each subscription level may have limitations (described in the Documentation) such as a limitation on the number or frequency of commands or that the subscription may use during a period of time. If a subscription reaches or exceeds a limitation, Zuru Matter may (in Zuru Matter’s sole discretion) suspend the subscription until it no longer exceeds the limitation or convert the subscription to a higher level in which the subscription would not exceed any limitation. Zuru Matter will use reasonable efforts to notify Licensee if Zuru Matter converts a subscription to a higher level. If Zuru Matter converts a subscription to a higher level, Licensee shall pay all Fees associated with the higher level beginning on the date of the conversion.
2.1. Fees. Zuru Matter will provide pricing information in the Portal which outlines the Fees associated with each subscription tier and level. Licensee shall pay to Zuru Matter all Fees incurred by Licensee or through the use of Licensee’s account. Fees are not refundable for any reason.
2.2. Payment. Licensee shall timely pay all Fees and Transactional Taxes according to the payment schedule and instructions provided by Zuru Matter in the Portal without setoff, recoupment, or other reduction. All Fees and all payments shall be in U.S. dollars.
2.3. Late Payments. Licensee shall pay interest on late payments at the lesser of the rate of 1.5% per month or the highest rate allowed by applicable Law, calculated daily and compounded monthly. Licensee shall reimburse Zuru Matter for all costs incurred in collecting any late payments, including legal fees and costs.
2.4. Taxes.
2.4.1. Taxes Generally. Except as set forth in this § 2.4, each party is solely responsible for taxes imposed or assessed on it or its activities, including (a) taxes relating to any income, property, or franchise, and (b) employer-related taxes with respect to its personnel (e.g., employee taxes, workers compensation and unemployment insurance).
2.4.2. Transactional Taxes. Licensee shall pay all Transactional Taxes applicable to the provision of the API and any services by Zuru Matter. If Licensee is exempt from any Transactional Tax, Licensee must provide to Zuru Matter a copy of each applicable exemption certificate.
2.4.3. Withholding Taxes. Licensee may not withhold any amount from its payments to Zuru Matter unless such withholding is required by Law. Licensee shall provide Zuru Matter with proof of payment of any withholding taxes.
3.2. Tier-Specific License Rights.
3.2.1. Tier 1 Subscriptions. Tier 1 subscriber Applications may use the API to interact with Zuru Matter’s databases to retrieve the Zuru Matter Content necessary to facilitate use of Zuru Matter’s products and services through the Applications by Licensee or Users.
3.2.2. Tier 2 Subscriptions. Tier 2 subscriber Applications running on a Licensee server may use the API to retrieve Licensee Content from Licensee drones and may serve the Licensee Content to Users to facilitate use of Zuru Matter’s products and services through the Applications by Licensee or Users. Tier 2 subscriber Applications may not interact with Zuru Matter’s databases or other infrastructure or resources that Zuru Matter provides solely for Tier 1 subscriptions.
3.3. Sublicenses. Licensee may sublicense its rights under this § 3 to one or more third party services providers within the Territory, to the extent Licensee owns each Licensee Drone and each such services provider agrees in writing to be bound to all of the terms and restrictions contained in this Agreement in a written contract that designates Zuru Matter as an intended third-party beneficiary. Each act and omission of each such service provider relating to any access to or use of the API, any Application, Content, or Licensee Vehicle will be deemed an act or omission of Licensee to the same extent as though it were an act or omission of Licensee.
4.1. Requirements to Use API Subscription. In order to use the API, Licensee must: (a) keep its account in good standing, including timely making all payments to Zuru Matter; (b) have a current subscription; (c) have a valid Key; (d) provide Zuru Matter with the range of IP addresses from which Licensee will be accessing the API; and (e) comply with this Agreement.
4.2. Keys. Licensee will receive one Key per subscription. Keys are valid only during the Term. Keys are Zuru Matter’s property. Zuru Matter may revoke a Key for any reason that would justify termination of this Agreement or suspension of Licensee’s subscription.
4.3. Access Limitations. Licensee may access the API only by the means described in this Agreement and the Documentation. If Zuru Matter assigns developer credentials (such as client IDs) to Licensee, Licensee must use them with the API. Licensee may not misrepresent or mask the identity of Licensee, its Application, or its API client when using the API or Licensee’s developer accounts. Zuru Matter may set and enforce limits on each subscription’s use of the API (e.g. limiting the number of API requests or the number of Users), in Zuru Matter’s sole discretion. Licensee shall comply with such limitations and may not attempt to circumvent such limitations. Licensee may request changes to such limitations by contacting Zuru Matter. Zuru Matter may grant, deny, or condition such requests in any manner in Zuru Matter’s sole discretion.
4.4. Reporting Violations. Licensee must contact Zuru Matter as soon as possible, and in no event no later than 48 hours, after becoming aware of any actual or suspected unauthorized access to or use of Licensee’s Key or credentials or any unauthorized access to or use of the API or any Content.
4.5. Prohibited Conduct. Any of the following actions (or attempts to do such actions) by Licensee or by any person using Licensee’s Key will constitute a material breach of this Agreement:
4.5.1. Access (or attempt to access) the API in any manner other than as expressly permitted by this Agreement or the Documentation.
4.5.2. Exceed any limitation of a subscription level.
4.5.3. Share a Key with any third party.
4.5.4. Provide API access for any drone that is not a Licensee Drone.
4.5.5. Copy, in whole or in part, the API or Zuru Matter Content.
4.5.6. Reverse engineer, decompile, disassemble or otherwise attempt to derive or gain access to the API, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation.
4.5.7. Rent, lease, sell, sublicense (except as expressly permitted herein), assign, distribute, publish, transfer or otherwise make available the API or Content or User Personal Data or Drone Data to any third party other than to Users in the Application.
4.5.8. Use the API or any Content in violation of any applicable Law.
4.5.9. Use the API or Content in a way that is false or misleading.
4.5.10. Use the API for the development of a competing software product or service.
4.5.11. Distribute or allow access or linking to the API or Content from any source other than the Application.
4.5.12. Create an Application that infringes any third party’s rights, including a third party’s IP Rights. Create an Application that contains any malware, software code or instructions designed to disrupt, disable, harm, interfere with or otherwise adversely affect computer programs, data files or operations, or other code typically described as a virus, Trojan horse, worm, back door or other type of harmful code that may damage any Zuru Matter Content or Zuru Matter databases.
4.5.13. Design or market an Application that has the purpose or effect of harassing, abusing, spamming, stalking, or threatening any Individual.
4.5.14. Re-play stored user passwords or credentials for drone commands which require such passwords in the API call.
4.5.15. Collect drone information without complying with the privacy and data protection obligations specified under § 8, including providing notice and obtaining prior written consent from the drone owner, drone operators, drone’s pilot as applicable.
4.5.16. Exceed limitations imposed by Zuru Matter on Licensee’s subscriptions.
4.5.17. Circumvent, or attempt to circumvent, any security measure or any feature in the API or the Portal that is intended to prevent unauthorized use of the API or violations of this Agreement.
4.5.18. Fail to report a violation as required in § 4.4.
4.5.19. Use the API or any Application to provide a service that competes with any actual or anticipated service of Zuru Matter, including any robotaxi service.
4.5.20. Use the API or any Application (or attempt to do so) for any automatic or autonomous control of any drone behavior.
4.5.21. Access, store, use, or retain any Zuru Matter account credentials (such as a username or password) for any Zuru Matter account other than Licensee’s Zuru Matter account, including any Zuru Matter account of any User or any customer or employee of Licensee.
4.5.22. Access, store, use, or retain any Drone Data or User data that Licensee obtained through the use of any Zuru Matter account credentials (such as a username or password) for any Zuru Matter account other than Licensee’s Zuru Matter account, including any Zuru Matter account of any User or any customer or employee of Licensee.
4.5.23. Use any means other than the API or the Drone mobile app to do any of the following:
4.5.23.1. Remote interactions with any Zuru Matter drone software or Zuru Matter-provided hardware for any drone for which Licensee has begun using the API.
4.5.23.2. Send commands to any Zuru Matter drone.
4.5.23.3. Access any Drone Data that is stored in a Zuru Matter drone.
The API may include Third-Party Material. All Third-Party Material is licensed to Zuru Matter on terms that are in addition to and/or different from those contained in this Agreement, including public license terms. In addition to this Agreement, all or any portion of the API that constitutes Third-Party Material is licensed to Licensee subject to the terms of the applicable third-party licenses. Any breach by Licensee of any such third-party license is a material breach of this Agreement. Licensee must promptly notify Zuru Matter of any actual or suspected breach of any such third-party license and cooperate with Zuru Matter as requested by Zuru Matter to minimize the impact on Zuru Matter of any such breach.
Zuru Matter reserves all rights not expressly granted to Licensee in this Agreement. The API and Content are licensed, not sold, to Licensee for use solely during the Term. The API and Content are protected by IP Rights. Zuru Matter and its licensors and service providers reserve and retain their entire right, title, and interest in the API and Content and all IP Rights arising out of or relating to the foregoing, except those rights expressly granted to Licensee in this Agreement. Licensee shall safeguard the API and Content in Licensee’s possession from infringement, misappropriation, theft, misuse, or unauthorized access. This Agreement does not grant Licensee any rights to any trademark or service mark of Zuru Matter.
Zuru Matter may develop and provide Updates in Zuru Matter’s sole discretion. Zuru Matter has no obligation to develop or provide any Updates at all or for particular issues. Licensee shall use Updates to the extent Zuru Matter makes them available to Licensee. All Updates will form part of the API or Content (as applicable) and are subject to the terms of this Agreement, unless any such Updates are accompanied by separate terms. Updates may change any feature of the API or Content. Zuru Matter does not guarantee that any particular feature of the API or Content will remain available or unmodified.
8.1. Role of Parties. Each party is an independent controller of the Personal Data under applicable data protection laws, will individually determine the purposes and means of its processing of Personal Data, and will comply with the obligations applicable to it under all privacy and data protection laws. Licensee must have an applicable legal basis to Process Personal Data, and, where necessary, obtain consent from each Data Subject to facilitate use of the API pursuant to this Agreement.
8.2. API Clients and Monitoring. Zuru Matter and its Affiliates may collect and use information regarding use of the API and Content by Licensee or through the Application and about equipment through which it is accessed and used. Zuru Matter may use such information: (a) to monitor use of the API’s to ensure quality (b) to improve the performance of the API or Content or developing Updates or improving Zuru Matter’s other products and services; (c) to verify Licensee’s compliance with this Agreement; (d) to enforce or protect the rights or interests of Zuru Matter and its affiliates; and (e) to validate navigation-dependent systems. This monitoring may include Zuru Matter accessing and using Licensee’s API Client or Application, for example to identify security issues that could affect Zuru Matter or its users. Licensee may not interfere with this monitoring or access by Zuru Matter. Zuru Matter may use any technical means to overcome any interference that Zuru Matter reasonably believes is occurring. To the extent any information collected and used by Zuru Matter includes Personal Data, Zuru Matter is separate Controller for the collection and use of such Personal Data for the above purposes and will Process such Personal Data in accordance with applicable data protection law and with the Zuru Matter Privacy Notice.
8.3. Processing of Individuals’ Personal Data in the Context of the API and Application.
8.3.1. Use of the API may enable Licensee to collect, use, disclose or otherwise process Personal Data about drone owners, drone operators, drone pilots. Without prejudice to the rest of this § 8, Licensee acknowledges that Licensee acts as a Controller when processing Individuals’ Personal Data in the context of the API. As a Controller, Licensee has the sole and exclusive responsibility for complying with any and all applicable international, federal, state and local laws and regulations (depending on the jurisdiction of the API users) relating to the privacy, confidentiality, security and protection of Personal Data, including, without limitation: the California Consumer Privacy Act, Personal Information Protection and Electronic Documents Act in Canada, Mexico’s Federal Data Protection law, privacy laws applicable to the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including the EU General Data Protection Regulation (GDPR); laws regulating unsolicited e-mail communications; security breach notification laws; laws imposing minimum security requirements and other regulations relating to the processing of Personal Data (collectively, “Data Protection Laws”). Licensee shall cooperate with Zuru Matter in order to comply with, and to facilitate Zuru Matter’s compliance with, applicable Laws, including Data Protection Laws.
8.3.2. As required under applicable Data Protection Laws and this Agreement, Licensee must: (a) provide notice in clear and plain language to Individuals about the collection, use, or disclosure of their Personal Data; (b) provide all necessary notices to and obtain all necessary consents in writing from Individuals, in particular Licensee must obtain drone drivers’ and passengers’ explicit, prior, specific, informed and freely given consent for the processing of Personal Data which is at least as protective as identified in Standard Minimum Terms, and provide a copy of any such consent to Zuru Matter upon request; (c) comply with applicable regulatory filings and legal requirements before a data protection authority, or alternatively, legal requirements in relation to maintaining respective data protection inventories; (d) comply with applicable labor law restrictions such as obtaining consulting or obtaining authorization from employees’ representative or works council as applicable; (e) comply with applicable data transfer restrictions; (f) comply with requests and inquiries from competent data protection authorities; and (g) comply with Individuals’ requests to exercise their rights of access, correction, blocking or deletion of Personal Data, or to withdraw their consent. Licensee must ensure that all Users understand and consent to the full scope of Licensee’s Processing of Personal Data before downloading or installing the Application and before any Processing of such User’s Personal Data occurs. Licensee shall make available to Users and shall adhere to a privacy policy with respect to the Application that complies with all applicable Data Protection Laws and all relevant app store policies and fully, accurately, and clearly describes to Users what data Licensee will collect, how Licensee will use and Process such data, and how Users can request access to and deletion of their Personal Data. Zuru Matter will not respond to requests from Individuals, unless instructed by Licensee in writing to do so. Zuru Matter will reasonably cooperate with Licensee if an Individual wants to access, rectify, delete or block his/her Personal Data or in case of an investigation by a data protection authority if Licensee has documented such requests in writing. Licensee shall reimburse Zuru Matter for Zuru Matter’s costs arising from such cooperation.
8.3.3. Licensee may Process Zuru Matter Personal Data only in accordance with Licensee’s privacy policy, applicable Data Protection Laws, and this Agreement. Licensee’s privacy policy does not supersede or modify, and may not be inconsistent with, this Agreement or the Zuru Matter Privacy Notice. If any conflict exists between Licensee’s Privacy Policy and the Zuru Matter Privacy Notice, the Zuru Matter Privacy Notice will take precedence. Licensee shall maintain publicly available and accurate links to its privacy policy for each Application.
8.3.4. With respect to international data transfers, the parties hereby enter into the Standard Contractual Clauses integrated into this Agreement. The processing operations are deemed to be those described in this Agreement. Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of processing as well as the risk of varying likelihood for the rights and freedoms of natural persons, parties shall implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk, including any other controls mandated by applicable data protection laws. Licensee must maintain reasonable and appropriate safeguards and other security measures designed to (a) ensure the security and confidentiality of Personal Data within the API; (b) protect Personal Data against any anticipated threats or hazards to the security and integrity of such information; and (c) protect Personal Data against any actual or suspected unauthorized processing, loss, use, disclosure or acquisition of or access to such information. Licensee shall exercise all necessary and appropriate supervision over its relevant personnel to maintain appropriate privacy, confidentiality, and security of Personal Data. Licensee must take its own precautions to ensure that the process, which Licensee employs for accessing the API does not expose Licensee to the risk of viruses, malicious computer code or other forms of interference which may damage Licensee own computer system. For the removal of doubt, Zuru Matter does not accept responsibility for any interference or damage to Licensee’s network or computer system, which arises in connection with use of this API.
8.3.5. Before an Application collects or stores any Recording or Precise Geolocation (whether on a local device or on a server), Licensee must obtain express, opt-in consent from each affected User, and the Application must display a reasonably conspicuous audio, visual, or other indicator to indicate (as applicable) that a Recording is being made or that a Precise Geolocation is being determined.
8.3.6. Licensee may not Process Zuru Matter Personal Data that is an Individual’s Sensitive Information. Licensee may not use data to infer or derive Sensitive Information regarding Individuals in the context of using the API or an Application.
8.3.7. An Application may not collect Personal Data or device data without prior, express, opt-in consent of the User. Licensee may not broaden or otherwise change the scope of usage for previously collected Personal Data or device data to include advertising without obtaining prior, expressly, opt-in User consent for such expanded or otherwise changed usage.
8.3.8. Licensee shall immediately notify Zuru Matter and provide any information reasonably requested by Zuru Matter if Licensee knows of or suspects any security incident or data breach involving Zuru Matter Personal Data or any incident of unauthorized access to or Processing of Zuru Matter Personal Data or any incident that has or is reasonably likely to compromise the security, confidentiality, or integrity of systems owned or used by Licensee or its Subprocessor that Process or relate to Zuru Matter Personal Data. In the event of any of the foregoing incidents, Licensee shall consult and cooperate with Zuru Matter, assist with any required notices, keep Zuru Matter regularly updated about the incident, and immediately remedy any breach or potential vulnerability resulting from Licensee’s possession, custody, control, or access to the Zuru Matter Personal Data.
8.3.9. Except to the extent Licensee is required to retain Zuru Matter Personal Data under applicable Law, Licensee shall promptly update and delete any Zuru Matter Personal Data in its possession, custody, or control when:
8.3.9.1. Retaining it is no longer necessary for an Application’s stated and approved functionality that is permitted under this Agreement;
8.3.9.2. Licensee stops operating the Application;
8.3.9.3. Zuru Matter requests that Licensee delete it;
8.3.9.4. The applicable Individual exercises their right to deletion; or
8.3.9.5. Required by applicable Law.
8.4. Other Processing of Personal Data by Zuru Matter.
8.4.1. Licensee consents for all other Processing of Personal Data by Zuru Matter as described in this Agreement and in the Zuru Matter Privacy Notice. Licensee shall obtain Data Subjects’ prior written consent for the processing of Personal Data by Zuru Matter in accordance with this Agreement and the Zuru Matter Privacy Notice and which is at least as protective as identified in the Standard Minimum Terms.
8.4.2. At all times during the Term, Licensee shall maintain the confidentiality and security of all Personal Data and use appropriate organizational, technical, and administrative measures to protect the API, Content, and any and all Personal Data within Licensee’s possession, custody, or control. Licensee shall maintain the security of Zuru Matter Personal Data and use commercially reasonable efforts to protect Zuru Matter Personal Data from unauthorized access or Processing, including encryption of the data in transit and at rest. Licensee shall fulfill its obligations with respect to Personal Data using reasonable safeguards for the data that are no less protective than industry-standard safeguards and with no less care than Licensee uses in connection with securing data with similar levels of sensitivity.
8.4.3. Licensee’s access and use of the API and Content is conditional upon Licensee’s compliance with this § 8.
9.1. Term. This Agreement, Licensee’s subscription(s), and the license granted hereunder will remain in effect during the Term and will expire at the end of the Term.
9.2. Termination. Zuru Matter may terminate this Agreement and/or the license granted hereunder if Licensee fails to strictly comply with this Agreement.
9.3. Effect of Termination or Expiration. Upon termination or expiration of the Term:
9.3.1. Licensee’s subscriptions end, notwithstanding any Fees paid.
9.3.2. Licensee’s Keys are hereby revoked.
9.3.3. Licensee must stop all use of the API and Content.
9.3.4. Licensee must destroy all Content and Documentation in Licensee’s possession, custody, or control.
9.4. Suspension. Zuru Matter may suspend Licensee’s subscription at any time if Zuru Matter reasonably believes that any event has occurred that would justify Zuru Matter’s termination of this Agreement. Zuru Matter will use reasonable efforts to inform Licensee of any suspension and the reason(s) for the suspension but is not required to provide notice before the suspension or within any specific timeframe. During any suspension, Licensee must do all of the following:
9.4.1. Stop all use of the API and Content for the duration of the suspension.
9.4.2. Work diligently to cure all breaches of the Agreement.
9.4.3. Continue timely payment of fees.
10.1. Zuru Matter’s Warranties. The API and Content are provided to Licensee on an “as is where is” and without warranty of any kind. To the maximum extent permitted under applicable law, Zuru Matter, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims any and all warranties, conditions or other terms, whether express, implied, statutory or otherwise, with respect to the API and all Content, including all implied warranties of accuracy, satisfactory quality, merchantability, fitness for a particular purpose, security, completeness, reliability, performance, timeliness, or continued availability, title, and noninfringement, and any warranties that may arise out of course of dealing, course of performance, use, or trade practice. Without limitation to the foregoing, Zuru Matter provides no warranty or undertakings, and makes no representation of any kind that the API or Content will meet Licensee’s requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected. Further, Content may be unavailable at any time for reasons such as a failure of hardware, software, telecommunications, a service provider, or scheduled maintenance. In any such case, Zuru Matter cannot guarantee the duration of any outage but will use reasonable efforts to restore access to the API and Content within a reasonable time. Zuru Matter does not guarantee that Licensee or Users will receive from Zuru Matter or through the API any notification about events affecting any drone status or events, including safety-critical or security-related events damage, unauthorized entry, lockout, or theft.
10.2. Licensee’s Warranties. Licensee represents and warrants each of the following to Zuru Matter:
10.2.1. All Personal Data and Drone Data Processed by Licensee or its Processors has been Processed at all times in compliance with applicable Law.
10.2.2. All Personal Data and Drone Data that Licensee provides to Zuru Matter or its Processors has been Processed at all times in compliance with applicable Law.
11.1. Exclusion of Liability. To the maximum extent permitted by Law, in no event will Zuru Matter or its affiliates, or any of their respective licensors or service providers, be liable to Licensee or any third party for any use, interruption, delay or inability to use the API or Content, lost revenues or profits, delays, interruption or loss of services, business or goodwill, loss or corruption of data, loss resulting from system failure, malfunction or shutdown, failure to accurately transfer, read or transmit information, failure to update or provide correct information, system incompatibility or breaches in system security, or for any consequential, indirect, or special loss or damage, whether arising out of or in connection with this Agreement, breach of contract, tort (including negligence) or otherwise, regardless of whether such loss or damages were foreseeable and whether or not Licensee or Zuru Matter was advised of the possibility of such damages. The foregoing includes, without limitation, any damages, injury, or liability of any kind arising from or caused by any viruses, bugs, human action or inaction, any computer system, phone line, hardware, software, or program malfunctions, or any errors, failures, or delays in computer transmissions or network connections.
11.2. Liability Cap. To the maximum extent permitted by law, the aggregate liability of Zuru Matter and its Affiliates, as well any of their respective licensors and service providers, arising out of or related to this Agreement, the API, or Content, whether arising out of or related to breach of contract, tort (including negligence) or otherwise, shall be limited to the amount of Fees paid by Licensee during the 6-month period prior to the month in which the most recent event giving rise to liability occurred.
11.3. Applicability of Limitations. The exclusions and limitations in §§ 11.1 and 11.2 shall apply to the maximum extent permitted by Law, even if Licensee’s remedies under this Agreement fail of their essential purpose. Subject to the foregoing, all remedies provided herein are cumulative and in addition to and not in lieu of any other remedies available to a party under the Agreement, at law, or in equity. Licensee acknowledges that any violation by Licensee of this Agreement will cause irreparable harm to Zuru Matter for which monetary damages would be inadequate, and Licensee consents to Zuru Matter obtaining any injunctive or equitable relief that Zuru Matter deems necessary or appropriate in such circumstances without the necessity of posting bond or any proof of action, injury, or damage.
Licensee shall defend, indemnify, and hold harmless the Zuru Matter Indemnitees on demand from and against all Claims and Losses relating to, arising out of, or based on allegation of (a) breach of this Agreement; (b) the development, maintenance, or use of an Application (including any infringement of any IP Rights); and (c) any third-party Claims (including from Data Subjects or from drone owners) arising out of any breach of this Agreement. Licensee’s obligations in this § 12 will apply regardless of whether a Claim arises in tort, negligence, contract, warranty, strict liability or otherwise. To the maximum extent permitted by Law, Licensee’s obligations in this § 12 will apply even if a Zuru Matter Indemnitee’s conduct has contributed a Claim or Loss but will not apply to the extent that such Claim or Loss was caused solely and directly by a Zuru Matter Indemnitee’s gross negligence or willful misconduct.
13.1. NDA. The NDA is incorporated by reference into this Agreement, mutatis mutandis, and sets out the parties’ confidentiality obligations. The terms of the NDA will continue in force throughout the term of this Agreement and for 3 years following any expiration or termination of this Agreement.
13.2. Certain Confidential Information. Zuru Matter’s Confidential Information includes all of the following: (a) the existence and terms of this Agreement, (b) information and data provided by Zuru Matter to Licensee under this Agreement, including without limitation the API, Content, information about Zuru Matter’s data collection or other processes, Keys, and related documentation.
13.3. No Publicity. Neither party may make any public announcements about the existence or terms of this Agreement, or use the other party’s marks, names or logos in any marketing literature, web sites, articles, press releases (including interviews with representatives of media organizations of any form), or any other document or electronic communication, without the other party’s prior written consent. Nothing in this Agreement prohibits either party from making public announcements about its own products or services or from making any public disclosure or filing that it determines in good faith is required by Law or the rules of the stock exchange on which its shares, or the shares of its parent company, are listed.
This Agreement and any dispute, controversy, or claim that arises out of or relates to this Agreement, the API, Content, or any Application (“Dispute”) is governed by the Laws of the State of Texas, without regard to the conflicts of law principles. Any Dispute shall be referred to and finally resolved solely and exclusively by arbitration administered by the Judicial Arbitration and Mediation Services (“JAMS”) in accordance with its arbitration rules in force when the notice of arbitration is submitted, which rules are deemed to be incorporated by reference herein. The seat of arbitration shall be Austin, Texas. There shall be a single arbitrator. The parties agree that the arbitration shall be kept confidential. The existence of the arbitration, any non-public information provided in the arbitration, and any submissions, orders or awards made in the arbitration (together, the “Arbitration Confidential Information”) shall not be disclosed to any third party except the tribunal, the parties, their counsel, experts, witnesses, accountants and auditors, insurers, and any other Person necessary to the conduct of the arbitration. Notwithstanding the foregoing, a party may disclose Arbitration Confidential Information to the extent that disclosure may be required to fulfill a legal duty, protect or pursue a legal right, enforce or challenge an award in bona fide legal proceedings.
Zuru Matter may audit Licensee’s Application, records, and/or activities relating to Licensee’s use of the API to verify compliance with this Agreement. Licensee shall provide reasonable access and assistance to Zuru Matter required in performance of such an audit.
16.1. Entire Agreement; Severability. This Agreement (including the NDA) constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements, representations, and understandings. If any provision of this Agreement is held invalid by an arbitrator or court having jurisdiction, such provision will be severed and the remainder of the Agreement will remain in full force and effect. This Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators, successors, and assigns.
16.2. Writing Requirement. All notices, authorizations, approvals, consents, and requests allowed or required under this Agreement shall be in writing via email.
16.3. Assignment. Neither party shall transfer or assign this Agreement, in whole or in part, whether directly or indirectly, by operation of Law or otherwise, to any third party without the prior written consent of the other party, and any attempt to do so is null and void.
16.4. Amendment; Modification; Waiver. No amendment or modification to this Agreement is effective unless it is in writing and signed by both parties. No waiver of any right by any party is effective unless explicitly set forth in writing and signed by such party. No failure to exercise, or delay in exercising, any right or remedy arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right or remedy under this Agreement precludes any other or further exercise thereof or the exercise of any other right or remedy.
16.5. Third-Party Beneficiary. There are no third party beneficiaries of this Agreement.
16.6. Survival. Provisions of this Agreement which by their nature contemplate or govern performance or observance after the termination or expiration of this Agreement shall survive such termination or expiration.
16.7. Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
16.8. Construction. No provision of this Agreement shall be construed or interpreted for or against either party because such party drafted or caused its legal representative to draft the provision.
16.9. Compliance With Laws. Each Party shall, at its own expense, comply with all Laws applicable to its business and the performance of this Agreement.
Licensee shall obtain all necessary consents (at least to the extent required by this Agreement and applicable Law) from all relevant Individuals to access, collect, or control data with respect to drones in the context of the API, the Application, and/or the Zuru Matter Privacy Notice. In particular where required by Law Licensee shall obtain drone pilots’ explicit, prior, specific, informed and freely given consent for the processing of Personal Data which is at least as protective as identified in these Standard Minimum Terms.
2.1. By signing or accepting this form, you consent to the processing of your Personal Data by __________ (“Licensee”) in the context of the Licensee’s application titled: __________ (“App”). Licensee is the data controller responsible for the processing of your Personal Data in the context of the App.
2.2. By signing or accepting this form, you also acknowledge receipt of the Zuru Matter Customer Privacy Notice available at https://zurumatter.com/privacy-and-legal (“Zuru Matter Privacy Notice”) and consent to processing of Personal Data by Zuru Matter in accordance with the Zuru Matter Privacy Notice.
2.3. The App will allow you to benefit from advanced functionalities and will allow Licensee to better manage its fleet.
2.4. You understand and agree that to benefit from the App advanced functionalities and Licensee’s fleet management, Licensee must process some of your Personal Data, which may include drone identification number, speed information, odometer readings, battery use management information, battery charging history, electrical system functions, data about any issues that could materially impair operation of your drone; data about any safety critical issues; data about software and firmware update, drone and drive state data (including current location) and other data to assist in identifying and analyzing the performance of the drone.
2.5. Licensee will only use this information as described in this document and in particular to (a) provide you with the above functionalities, (b) issue certain drone commands or collect information about certain aspects of a drone’s state, (c) advise you on important safety-related information, (d) collect information about your drone’s performance and provide services related to your drone, (e) collect information about the use of the drone in order to better manage our fleet, and (f) provide services to drone’s pilots where applicable.
2.6. Licensee maintains administrative, technical, and physical safeguards designed to protect Personal Data against accidental, unlawful or unauthorized destruction, loss, alteration, access, disclosure or use. Licensee will only retain your Personal Data for as long as necessary to provide you with the App, unless otherwise authorized by you, or required or authorized by applicable law.
2.7. Subject to applicable law, you may have the right to request access to and receive information about your Personal Data, update and correct inaccuracies in your Personal Data, and have the information deleted, as appropriate. These rights may be limited in some circumstances by local law requirements. You also have the right to withdraw your consent at any time without cost and to access your consent declaration at any time. To exercise your rights or for more information about the App, contact Licensee as follows:
I consent to the collection, use, and processing of my Personal Data as described above.
Capitalized terms in this Agreement without other definition have the meanings specified below.
2.1. As used in this Agreement:
2.1.1. the terms “herein,” “herewith” and “hereof” are references to this Agreement, taken as a whole;
2.1.2. the terms “includes” or “including” mean “including, without limitation,”;
2.1.3. references to a “Section” or “§” or “Exhibit” shall mean a Section or Exhibit of this Agreement, as the case may be, unless in any such case the context requires otherwise; and
2.1.4. references to a “Section” or “§” without specifying an Exhibit number refer to Exhibit 1.
2.2. Each reference to a given Exhibit, agreement, instrument or other document is a reference to that Exhibit, agreement, instrument or other document as modified, amended, supplemented and restated through the date as of which such reference is made.
2.3. References to Laws or Zuru Matter Policies referenced in this Agreement refer to such Laws or Zuru Matter Policies as they may be amended from time to time, and references to particular provisions of a Law or Zuru Matter Policy include any corresponding provisions of any succeeding Law or Zuru Matter Policy.
2.4. A reference to a person or entity includes its successors and permitted assigns.
2.5. The singular includes the plural, and the masculine includes the feminine and neuter, and vice versa.
2.6. Unless expressly specified otherwise, “day” means a calendar day.
2.7. The expression “and/or” connotes “any or all of”.
2.8. The section headings contained in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement or affect in any way the meaning or interpretation of this Agreement.