DRONE PALS 10012-7

Drone Pals Content License Agreement

v. 2020-09-29

This Drone Pals Content License Agreement (this “Agreement”) is a legal agreement between Drone Pals and the other person or entity who agrees to this Agreement (“You”). This Agreement governs your license from Drone Pals of photos, illustrations, vectors, animations, and video clips (individually and collectively, “Content”) delivered to you by Drone Pals, including by allowing you to download such Content from Drone Pals’ website. By downloading and Content from Drone Pals, You accept the terms of this Agreement.

1.     Types of Licenses. Drone Pals offers three types of Content licenses: Standard (Low Resolution); Standard (High Resolution); and Commercial Production.

2.     License Grants; Exception.

a.     Standard Content License – Low Resolution. Subject to Your payment of the applicable license fee, and subject to the License Restrictions set forth below, Drone Pals grants you the limited, personal, non-transferrable, non-sublicensable, perpetual right to use and display the Content solely in digital format. This means that you may use the Content in an electronic format, such as a website, blog, digital advertising, digital promotion, digital editorial, or online social media account; but you may not use the Content, or allow others to use the content, in any printed format.

b.     Standard Content License – High Resolution. Subject to Your payment of the applicable license fee, and subject to the License Restrictions set forth below, Drone Pals grants you the limited, personal, non-transferrable, non-sublicensable, perpetual right to use and display the Content solely in digital format. This means that you may use the Content in an electronic format, such as a website, blog, digital advertising, digital promotion, digital editorial, or online social media account; but you may not use the Content, or allow others to use the content, in any printed format.

c.      Commercial Production Content License. Subject to Your payment of the applicable license fee, and subject to the License Restrictions set forth below, Drone Pals grants you the limited, personal, non-transferrable, non-sublicensable right to use and display the Content in digital or print format. This means that you may use the Content in an electronic format, such as a website, and in physical print formats such as brochures, magazines and posters.

d.     Meaning of “Use.” For the purposes of the license grants set forth above, the word “use” means copy, reproduce, modify, edit, synchronize, perform, display, broadcast, publish, or otherwise make use of, in all cases subject to the License Restrictions.

e.     Exception for Sublicense. Despite the “non-sublicensable” nature of the license grants above, you may allow certain third parties to exercise some of your licensed rights as follows:

i.     If You are licensing Content on behalf of your employer or client, then your employer or client exercise Your rights in the Content, subject to the License Restrictions. In that case, You represent and warrant that You have full legal authority to bind your employer or client to the terms of this Agreement. If You do not have that authority, then your employer or client may not use the Content. The rights licensed may only belong to You or your employer/client, depending on who is named as the “Licensee” at the time you license the Content. In other words, only one of you (and not both) may re-use the Content for multiple projects.

ii.     You may allow subcontractors (for example, your printer or mailing house) or distributors to use the licensed Content in any production or distribution process related to Your final project or end use. These subcontractors and/or distributors must agree to be bound by the terms of this Agreement and may not use the Content for any other purpose.

3.     License Restrictions. You will not, and You will not allow any third party to:

a.     use the Content in a pornographic, defamatory or other unlawful manner, or in violation of any applicable laws or regulations (including for sports content, any restrictions or credentials issued by a sports league or governing body) or industry codes, or in violation of any laws protecting the privacy rights of individuals;

b.     use Content in any way that allows others to download, extract, or redistribute the Content as a standalone file (meaning just the Content file itself, separate from the project or end use);

c.      falsely represent that You are the original creator of a work that is made up largely of the Content (for example, You cannot create artwork based solely on the Content and claim that you are the author);

d.     unless You purchase a Commercial Production license, use the Content in electronic or digital templates intended for resale or other distribution (for example, website templates, business card templates, electronic greeting card templates, brochure design templates);

e.     unless you purchase a Commercial Production license, use the Content (in whole or in part) as the distinctive or distinguishing feature of a trademark, design mark, tradename, business name, service mark, or logo;

f.      unless additional rights are agreed in writing between You and Drone Pals, use any Content marked “editorial” for any commercial, promotional, advertorial, endorsement, advertising or merchandising purpose (This type of content is not model or property released and is intended to be used only in connection with events or topics that are newsworthy or of general public interest, for example, in a blog, textbook, newspaper or magazine article);

g.     register (in any jurisdiction) the Content (in whole or in part) as a trademark or rely on any such registrations, prior use, and/or accrued goodwill to prevent any third party use of the content or any similar content (including by Drone Pals, our customers, or the copyright owner of such content);

h.     unless additional rights are agreed in writing between You and Drone Pals, use the Content (including any caption information, keywords or other metadata associated with Content) for any machine learning and/or artificial intelligence purposes, or for any technologies designed or intended for the identification of natural persons;

i.       unless additional rights are agreed in writing between You and Drone Pals, use the caption information, keywords, accompanying text, or other metadata associated with Content separate and apart from the Content, or allow any third parties to access or use any such information associated with content;

j.       unless additional rights are agreed in writing between You and Drone Pals, use any Content in connection with any goods or services intended for resale or distribution where the primary value lies in the Content itself including, without limitation, cards, stationery items, paper products, calendars, apparel items, posters (printed on paper, canvas, or any other media), DVDs, mobile applications or other items for resale, license or other distribution for profit; or for “on demand” products (meaning products in which content is selected by a third party for customization on such product on a made-to-order basis), including, without limitation, postcards, mugs, t-shirts, posters and other items (this includes the sale of products through custom designed websites, as well as sites such as zazzle.com and cafepress.com); or

k.   unless additional rights are agreed in writing between You and Drone Pals, use any Content as decorative art with a total Content size greater than 1,000 square inches, such as a mural, large art display, or art installation;

l.     use Content that features models or property in connection with a subject that would be unflattering or unduly controversial to a reasonable person (for example, sexually transmitted diseases), unless You indicate: (A) that the Content is being used for illustrative purposes only, and (B) any person depicted in the Content is a model. For example, you could say: “Stock photo. Posed by model.” No disclaimer is required for Content marked “editorial” that is used in a non-misleading editorial manner.

4.     Delivery of Content. Unless otherwise agreed between You and Drone Pals, all Content will be delivered to you electronically (including by allowing you to Download the Content from Drone Pals’ website).

5.     Intellectual Property Ownership.

a.     Ownership. Drone Pals or its Content providers own all Content. All rights not expressly granted in this agreement are reserved by Drone Pals and its Content providers. You may not assert any right to revenue from a collecting society, social media website, content sharing platform or any other third party in respect of photocopying, digital copying, sharing, distribution or other secondary uses of the licensed Content.

b.     Attribution. You do not need to include a photo credit for commercial use, but if you are using Content for editorial purposes, you must include a credit adjacent to the content or in production credits following credit adjacent to the content or in visual production credits as follows: “[Photographer Name] via Drone Pals”. If licensed Content is used in an audio/visual production where credits are accorded to other providers of licensed material, you must include a credit in comparable size and placement. The credit should be in the following form “[Video] [Imagery] supplied by [Artist Name] via Drone Pals”.

c.      Use of Drone Pals Name and Logo. You may use the name of Drone Pals and/or its Content suppliers as necessary to give attribution, but you may not otherwise use their names, logos, or trademarks without prior written approval.

6.     User Accounts; Fees and Taxes.

a.     You will be responsible for tracking all activity for each user account, and You agree to: (i) maintain the security of all passwords and usernames; (ii) notify Drone Pals immediately of any unauthorized use or other breach of security; and (iii) accept all responsibility for activity that occurs under each user account. Drone Pals reserves the right to monitor downloads and user activity to ensure compliance with the terms of this Agreement. If Drone Pals determines that You are in breach of this or any other term of this Agreement, it may suspend access to your account and seek further legal remedies.

b.     You agree to pay all applicable fees associated with Your account and Your licensed Content. You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to You, or of Your use of the licensed Content.

c.      Drone Pals accepts payment by credit card. If You choose to pay by credit card, then You must provide a valid your credit card number, the expiration date of the credit card and the billing address. You represent and warrant that: (a) You have the legal right to use any credit card(s) You provides to Drone Pals and that (b) the credit card information You supply is true, correct and complete. Drone Pals may process credit card payments using third-party payment processor services, and You consent to use of third-party payment processors by Drone Pals, subject to Drone Pals’ Privacy Notice. If Your credit card payment cannot be processed then Drone Pals will issue an electronic invoice to You with other payment options. In the alternative, Drone Pals may cancel any license granted under this Agreement if it reasonably suspects You have submitted incorrect or unauthorized credit card information.

7.     Termination; Content Withdrawal; Refunds.

a.     Drone Pals may terminate this Agreement, or any applicable Content license, at any time if you breach any of the terms of this Agreement, in which case you must immediately: cease using the Content; delete or destroy any copies; and, if requested, confirm to Drone Pals in writing that you have complied with these requirements.

b.     If you use the Content on a social media platform or other third party website and the platform or website uses (or announces that it plans to use) the Content for its own purpose or in a way that is contrary to this Agreement, the rights granted for such use shall immediately terminate, and in that event, upon Drone Pals’ request, you agree to remove any content from such platform or website.

c.      Drone Pals may discontinue licensing any item of Content at any time in its sole discretion. Upon notice from Drone Pals, or upon your knowledge, that any Content may be subject to a claim of infringement of a third party’s right for which Drone Pals may be liable, Drone Pals may require you to immediately, and at your own expense: cease using the Content, delete or destroy any copies; and ensure that your clients, distributors and/or employer do likewise. Drone Pals will provide you with replacement Content (determined by Drone Pals in its reasonable commercial judgment) free of charge, subject to the other terms of this Agreement.

d.     All requests for refunds/cancellations must be made in writing or using the cancellation function on the Drone Pals’ website. Drone Pals does not offer refunds for content that has been downloaded. It is to Drone Pals sole discretion to determine if a refund or credit will be provided.  In the event of a refund or cancellation, Your rights to use the Content terminate, and You must delete or destroy any copies of the Content.

e.     Physical artwork product refunds & returns should adhere to the Drone Pals Physical Product Artwork Return Policy found here.

f.      Despite any termination or expiration of this Agreement (except in the case of Your breach of any provision of this Agreement), Content incorporated into projects or end uses prior to the termination or expiration of this Agreement may continue to be used in perpetuity in that project and in any other projects. Any Content not included in a project prior to the termination or expiration of this Agreement is not considered licensed and must be deleted. Drone Pals may terminate any licenses before the end of the subscription period if it reasonably believes there is a violation of this Agreement and/or abuse of Your account, in which case You must immediately: cease using the Content; delete or destroy any copies; confirm to Drone Pals in writing that you have complied with these requirements; and pay Drone Pals any amounts which remain owing.

g.     Any expiration or termination of this Agreement shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party.

h.     Sections 3, 5-7, 8(c), 8(d) and 9-11, all associated definitions, and all accrued rights to payment shall survive any expiration or termination of this Agreement.

8.     Representations and Warranties.

a.     For all licensed Content (excluding content marked “editorial”), Drone Pals warrants that Your use of such Content in accordance with this Agreement and in the form delivered by Drone Pals (that is, excluding any modifications, overlays or re-focusing done by you) will not infringe on any copyrights, moral rights, trademark or other intellectual property right of the Content owner/creator, and will not violate any right of privacy or right of publicity of the Content owner/creator. Note that you are solely responsible for any edits made to the Content.

b.     For content identified as “editorial use only,” Drone Pals warrants that the content will not infringe on any copyright or moral right of the artist, but it does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted designs, works of art or architecture depicted or contained in the content. In such cases, You are solely responsible for determining whether release(s) is/are required in connection with your proposed use of the content identified as “editorial use only,” and You are solely responsible for obtaining such release(s). You acknowledge that no releases are generally obtained for content identified as “editorial use only,” and that some jurisdictions provide legal protection against a person’s image, likeness or property being used for commercial purposes when they have not provided a release.

c.      DISCLAIMERS. Unless specifically warranted above, Drone Pals does not grant any right or make any warranty with regard to the use of names, people, trademarks, trade dress, logos, registered, unregistered or copyrighted audio, designs, works of art or architecture depicted or contained in the Content. While Drone Pals has made reasonable efforts to correctly categorize, keyword, caption and title the content, Drone Pals does not warrant the accuracy of such information, or of any metadata provided with the Content.

d.     Except as provided in this section above, the Content is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to, implied representations, warranties or conditions of merchantability, or fitness for a particular purpose or non-infringement. Drone Pals does not represent or warrant that the content or its websites will meet your requirements or that use of the content or websites will be uninterrupted or error free.

9.     Indemnification.

a.     You agree to defend, indemnify and hold harmless Drone Pals and its parent, subsidiaries, affiliates, and Content suppliers, and each of their respective officers, directors and employees, from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with (i) Your use of any Content outside the scope of this Agreement; (ii) any breach or alleged breach by You (or anyone acting on Your behalf) of any of the terms of this Agreement; and (iii) your failure to obtain any required release for Your use of Content.

b.     Provided that you are not in breach of this Agreement or any other agreement with Drone Pals, and as your sole and exclusive remedy for any breach of the warranties set forth above, Drone Pals agrees, subject to the terms of this Section, to defend, indemnify and hold harmless you, your corporate parent, subsidiaries and affiliates, and each of your respective officers, directors and employees from all damages, liabilities and expenses (including reasonable outside legal fees) arising out of or in connection with any breach or alleged breach by Drone Pals of its warranties above. This indemnification does not apply to the extent any damages, costs or losses arise out of or are a result of modifications made by you to the content or the context in which the content is used by you. This indemnification also does not apply to your continued use of content following notice from Drone Pals, or upon Your knowledge, that the Content is subject to a claim of infringement of a third party’s right.

c.      The party seeking indemnification must promptly notify in writing the other party about the claim. The indemnifying party (the one covering the costs) has the right to assume the handling, settlement or defense of any claim or litigation. The indemnified party (the one not covering the costs) has to cooperate in any way reasonably requested by the indemnifying party. The indemnifying party will not be liable for legal fees and other costs incurred prior to the other party giving notice of the claim for which indemnity is sought.

10.  Limitations of Liability.

a.     DRONE PALS WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY LOST PROFITS, PUNITIVE, SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR OTHER SIMILAR DAMAGES, COSTS OR LOSSES ARISING OUT OF THIS AGREEMENT, EVEN IF DRONE PALS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, COSTS OR LOSSES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OR LIMITATION OF IMPLIED WARRANTIES OR LIABILITY.

b.     TO THE FULLEST EXTENT ALLOWABLE BY APPLICABLE LAW, IN NO EVENT WILL DRONE PALS’ MAXIMUM AGGREGATE LIABILITY TO YOU EXCEED THE AMOUNTS YOU HAVE PAID TO DRONE PALS UNDER THIS AGREEMENT.

11.  General Provisions.

a.     This Agreement is personal to You and is not assignable by You without Drone Pals’ prior written consent. Drone Pals may assign this Agreement, without notice or consent, to any corporate affiliate or to any successor in interest, provided that such entity agrees to be bound by these terms.

b.     Upon reasonable notice, You agree to provide to Drone Pals sample copies of projects or end uses that contain licensed Content, including by providing Drone Pals with free of charge access to any pay-walled or otherwise restricted access website or platform where Content is reproduced. In addition, upon reasonable notice, Drone Pals may, at its discretion, either through its own employees or through a third party, audit Your records directly related to this Agreement and Your use of licensed Content in order to verify compliance with the terms of this Agreement. If any audit reveals an underpayment by You to Drone Pals of five percent (5%) or more of the amount You should have paid, then in addition to paying Drone Pals the amount of the underpayment, You also agree to reimburse Drone Pals for the costs of conducting the audit. Where Drone Pals reasonably believes that Content is being used outside of the scope of the license granted under this Agreement, you agree, at Drone Pals’ request, to provide a certificate of compliance signed by You or an officer of Your company, in a form to be approved by Drone Pals.

c.      You agree to retain the copyright symbol, the name of Drone Pals, the Content’s identification number and any other information that may be embedded in the electronic file containing the original Content, and to maintain appropriate security to protect the Content from unauthorized use by third parties. You may make one (1) copy of the Content for back-up purposes.

d.     This Agreement will be governed by the laws of the State of Wisconsin, U.S.A., without reference to its laws relating to conflicts of law. Any disputes arising from or related to this agreement shall be finally settled by binding, confidential arbitration by a single arbitrator selected using the rules and procedures for arbitrator selection under the JAMS’ Expedited Procedures in its Comprehensive Arbitration Rules and Procedures (“JAMS”) in effect on the date of the commencement of arbitration. The sole venue for any such arbitration shall be in La Crosse County, Wisconsin. The decision of the arbitrator shall be final and binding on the parties, and judgment may be entered on the arbitration award and enforced by any court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not govern this Agreement. The prevailing party shall be entitled to recover its reasonable legal costs relating to that aspect of its claim or defense on which it prevails, and any opposing costs awards shall be offset. Despite the foregoing, Drone Pals shall have the right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or other relief against You in the event that, in the opinion of Drone Pals, such action is necessary or desirable to protect its, or its Content providers’ intellectual property rights.

e.     If one or more of the provisions in this Agreement is found to be invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions should not be affected. Such provisions should be revised only to the extent necessary to make them enforceable.

f.      No action of either party, other than express written waiver, may be construed as a waiver of any provision of this Agreement.

g.     No terms of conditions of this Agreement may be added or deleted unless made in writing and accepted in writing by both parties, or issued electronically by Drone Pals and accepted in writing by you. In the event of any inconsistency between the terms of this Agreement and the terms contained on any purchase order sent by you, the terms of this Agreement will apply.

h.     All notices required to be sent to Drone Pals under this Agreement should be sent via email to team@dronepals.com. All notices to You will be sent via email to the email set out in Your account.