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  1. DEFINITIONS.  The following definitions shall apply to this Agreement:

    1. “Authorized Equipment” means the aircraft, drone, or other equipment on which the Software is authorized to be installed as specified in the Purchase Agreement.  KEF will provide Customer with a license key for each item of Authorized Equipment for which Customer purchases a license.  All licenses to the Software will be governed by the terms of this Agreement. 

    2. “Software” means the KEF software modules for which Customer has purchased a license under a Purchase Agreement. All Software will be provided in object code only.  Software includes any Updates or other modifications and enhancements to the Software that KEF makes available to Customer.  Software also includes any documentation provided by KEF to Customer related to the Software.

    3. “Updates” means a new release of the Software that provides bug fixes, patches, maintenance releases, and other minor improvements and which KEF makes generally available to its customers without additional charge.

    4. “Upgrades” means a generally available release of the Software that incorporates significant additional or improved features leading to a new enhanced version.


    1. Grant of License. Subject to the terms and conditions of this Agreement, KEF grants to Customer a nonexclusive, nontransferable, perpetual license: (i) for Customer’s internal use; and (ii) to install the Software on the Authorized Equipment.  Customer's rights in the Software will be limited to those expressly granted in this Agreement and KEF reserves all rights and licenses in and to the Software not expressly granted to Customer under this Agreement.

    2. License Restrictions. The foregoing license does not permit Customer to, and Customer shall not, and shall not direct or allow any third party to: (i) distribute, disclose or allow use of any of the Software, in any format,; (ii) transfer, sublicense or otherwise distribute the Software to any third party; (iii) modify, revise or create derivative works of the Software; (iv) decompile, disassemble, reverse engineer, or otherwise attempt to access the source code or create a source code equivalent of the Software.  

    3.  Commercial Software. The Software and the Documentation is "commercial computer software" as defined in the Federal Acquisition Regulations ("FARs") and, if applicable, Commercial Computer Software License (December 2007) at FAR 52.227.19 or similar clauses in the DFARS and in the NASA FAR Supplement. 

  3. OWNERSHIP. KEF and its licensors own all worldwide right, title, and interest in and to the Software.  Customer will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices of KEF and its licensors appearing on the Software as delivered to Customer.  


    1. KEF will provide Customer with the number of Support hours specified in the Purchase Agreement for the support fees specified in the Purchase Agreement (“Support Fees”). Support consists of virtual support to provide assistance in use of the Software.  Support does not include any modifications or enhancements to the Software for Customer’s specific use. Any additional support beyond the Support purchased by Customer pursuant to the Purchase Agreement will be provided at KEF’s discretion and will be charged at KEF’s then current hourly support fees.

    2. KEF will  provide Customer with Updates to the Software without additional charge for the time period specified in the Purchase Agreement but only to the extent KEF makes such Updates available to its general customer base. KEF is not required to provide Customer with any Upgrades to the Software.  

    3. In the event that Customer requests any modifications or enhancements to the Software, KEF will provide such services pursuant to a separate Professional Services Agreement executed by the Parties.  

  5. FEES. In consideration of the license granted by KEF in this Agreement, Customer will pay KEF the license fees  specified in the Purchase Agreement in accordance with the terms specified therein.  Customer will pay or reimburse KEF for all taxes, assessments, duties, permits and fees, however designated, that are levied upon the purchase of the licenses; excluding taxes based on KEF's net income. 

  6. DISCLAIMER OF WARRANTIES. KEF hereby disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Software provided by KEF under this Agreement or any services related to the software.  Further, KEF specifically disclaims any implied warranties of merchantability, fitness for a particular use or purpose and non-infringement, and those arising from a course of dealing or usage of trade.  KEF does not warrant, guarantee or make any representations that any Software provided by KEF will be error-free, that its use will be uninterrupted or that the results of its use will be correct, accurate or reliable.

  7. CONFIDENTIALITY. Except as expressly allowed herein, each party will hold in confidence and not use or disclose any Confidential Information of the other party and shall similarly bind its employees and contractors in writing.  Each party acknowledges and agrees that due to the unique nature of the Confidential Information of the other party, there can be no adequate remedy at law for any breach of its obligations hereunder, that any such breach may allow the receiving party or third parties to unfairly compete with the delivering party resulting in irreparable harm to the delivering party, and therefore, that upon any such breach or any threat thereof, the delivering party shall be entitled to appropriate equitable relief (without the posting of any bond) in addition to whatever remedies it might have at law.  "Confidential Information" means any information, technical data, or know-how relating to a party's business, research, products, software, services, development, inventions, processes, engineering, marketing, techniques, pricing, internal procedures, business, and marketing plans and business opportunities.  Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that: (i) the receiving party can prove through written documentation was in its possession at the time of disclosure; (ii) becomes part of the public knowledge not as a result of any action or inaction of the receiving party; (iii) is disclosed to the receiving party by a third party not in violation of any obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to any Confidential Information, which can be proven through written documentation.  

  8. LIMITATION OF LIABILITY. in no event will kef by liable under any contract, tort or other theory (a) for interruption of use, for loss or inaccuracy or corruption of software or data, or for cost of procurement of substitute goods, services or technology, (b) for any indirect, incidental, consequential, special, exemplary or punitive damages including, but not limited to, loss of profits and penalties or interest assessed or levied by government agencies, or (c) for any amounts in excess of fees paid to kef for the software license as to which such liability relates , even if notified of the possibility of such damages, and notwithstanding the failure of the essential purpose of any remedy.  

  9. TERM AND TERMINATION.  This EULA is effective from the date of first use of the Software and shall continue until terminated. KEF may immediately terminate Customer’s license to use the Software by written notice to Customer in the event Customer breaches thisAgreement.  Upon any termination, Customer will destroy all copies of the Software on devices and equipment and have an appropriate authorized representative certify in writing the destruction of all copies of the Software. 

  10. MISCELLANEOUS. Customer may not assign this Agreement or its rights under this Agreement to any third party without the prior written consent of KEF.  This Agreement may not be modified or amended except by an instrument in writing signed by the parties hereto.  Any failure of either party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or the right of the party thereafter to enforce each and every such provision.  In the event any provision of this Agreement is found to be invalid or unenforceable, the parties hereby agree that the court shall enforce such provision to the extent permitted by law and, to the extent such provision is not enforceable, shall enforce the remainder of this Agreement as if such provision were not included in this Agreement.  This Agreement represents the entire agreement and understanding between the Parties hereto with respect to the subject matter of this Agreement, and supersedes any other agreement or understanding, oral or written.  This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflicts of laws provisions.  KEF will not be liable to Customer if its performance is delayed by circumstances beyond its reasonable control. 

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