Drone Pals Terms of Service

DRONE PALS TERMS OF SERVICE

Updated: September 13, 2020

ARTICLE I. Introduction

Welcome to the website of Drone Pals LLC (“Drone Pals” or “we” or “us”), a community for drone photography enthusiasts and professionals.

By accessing or using our website (the “Site”) you agree to these Terms of Service (“ToS”) which are a legally binding agreement between you and Drone Pals regarding your access and use of our Site, Content and Services. If you do not wish to accept these ToS then do not access or use the Site, Product or Services. The Site is intended for access and use by individuals age 18 or older. If you are not at least 18 years old you are prohibited from accessing or using the Site. If you are using the Site on behalf of any entity, you promise that you are authorized to accept these ToS on such entity’s behalf. These ToS are not intended to alter the terms or conditions of any content license agreement you may have with us. To the extent of any conflict, the terms of your content license agreement will prevail.

Article II of these ToS describes the terms that apply to all visitors to our Site.

Article III of these ToS sets forth and links to additional terms and conditions that apply to persons who license Drone Pals Content or Services accessed through the Site (“Customers”).

Article IV of these ToS sets forth and links to additional terms and conditions that apply to our visitors who contribute User Content to our Site for relicensing to our Customers (“Contributors”).

ARTICLE II. Terms and Conditions for Site Visitors

  1. Certain Definitions. As used in these ToS:

“Applicable Privacy Laws” means, in relation to any Personal Data that is processed in the provision of the Services, the applicable legislation on the protection of identifiable individuals in effect where the Personal Data subject resides, including where applicable the California Consumer Privacy Act, the Gramm-Leach-Bliley Act found at 15 U.S.C. Subchapter 1, §6809(4), and the EU Regulation 2016/679 of the European Parliament and of the Council on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (the “GDPR”) and/or other applicable data protection or national/federal or state/provincial/emirate privacy legislation in force, including where applicable, statues, decisions, guidelines, guidance notes and codes of practice issued from time to time by courts, data protection authorities and other applicable government authorities.

A “Content License Agreement” means a further agreement between you and us which grants you certain rights to use and display Drone Pals Content. Content License includes both the Standard Content License Agreement and the Professional Content License Agreement.

“Drone Pals Content” means all of the content featured or displayed on the Site, including, but not limited to, text, graphics, data, photographic images, moving images, sound, illustrations, software, and the selection and arrangement thereof.

“Personal Data” means any data provided by a visitor to this Site (including by not limited to Customers and Contributors) to Drone Pals and which may be used to identify a specific natural person, either alone or when combined with other information that is linkable by Drone Pals to a specific natural person. Personal Data also includes other information about a specific natural person where the data protection laws in effect in the region where such person resides define this information as Personal Data.

“Services” means the suite of services we provide individually and collectively through the Site.

“User Content” means any message, comment, data, information, text, music, sound, photos, graphics, code or other material you submit to us, including but not limited to (a) photographs, illustrations, or other still visual representations (“Still Image(s)”); (b) moving visual content in any form including, film, video tape, digital files, animation, and clips (“Footage”); and (c) font, audio file and any other work protected by copyright, in all cases, generated by any means and in any format or medium, including any reproductions and any modifications and derivative works thereof.

 

  1. Marketing Communications. If you submit your email address to the Site to create an account on the Site then you agree to subscribe to newsletters, marketing and promotional materials we may send you. However, you may opt out of receiving these communications from us in the future by following the unsubscribe link in any communication or by emailing us at team@dronepals.com. We describe this further in our Privacy Policy.

    2.1 Instagram.  At times we may feature User Content & Drone Pals Content from our Instagram on our website, email, social media, marketing campaigns, or other activities including digital, web, partnership promotions, graphics, and prints, and print formats.  Even though we make our best effort to give credit, credit may not always be displayed.  By allowing us to feature your work on our social media accounts including Instagram and the Site, you have submitted the User Content to us for use royalty free, with no restrictions.  We are respectful of this and our community, we share your work to support you and inspire others.  If you do not wish for us to share please inform us in writing via team@dronepals.com, and we will work with you to remove it.
  1. Credit Card Automatic Renewals. When you visit the Site you may choose to license Drone Pals Content or other Services. To provide payment for such Drone Pals Content or other Services, you may submit your credit card and you agree to an initial and (in certain cases) recurring fee. Any recurring charges will be made in advance, either monthly or annually, and you accept responsibility for all recurring charges until you cancel any such future charges. By providing us with your credit card information, you authorize us to charge your credit card for all Drone Pals Content and Services purchased by you, including for any applicable renewal term, until such time as you cancel your subscription.
  • AUTOMATIC RENEWAL AND CANCELLATION TERMS: Subscription fees are non-refundable. You may cancel any recurring charge at any time after you are billed for the then-current month or year (as applicable) and before you are billed for the next month or year (as applicable), by notifying us in writing at team@dronepals.com or, to the extent the functionality is available, by logging into your account and following the cancellation procedures.

 

  1. Site Ownership; Proprietary Rights. The Site is owned and operated by Drone Pals. The look and feel of the Site, the visual interfaces, custom fonts, graphics, designs and button designs, the compilation, information, data, computer code, and all other elements of the Site and Services (collectively, “Materials”) provided by Drone Pals are protected by intellectual property and other laws. All Materials associated with the Site are the property of Drone Pals or our third-party licensors. The Drone Pals logo, and any other product or service name or slogan contained in the Site are trademarks of Drone Pals and its suppliers or licensors, and may not be copied, imitated or used, in whole or in part, without the prior written permission of Drone Pals or the applicable trademark holder. You may not use metatags or any other “hidden text” utilizing “Drone Pals” or any other name, trademark or product or service name of Drone Pals without our prior written permission. You are authorized to view the Materials on the Site in accordance with these ToS; but you may not make any other use of the Materials without the prior express written permission of Drone Pals. For example, you may not copy or distribute the Materials, or prepare derivative works based on the Materials, without our written consent in advance.
  1. Copyright Infringement Policy. In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable laws, Drone Pals has adopted a policy of terminating, in appropriate circumstances and at Drone Pals’ sole discretion, account holders who infringe the intellectual property rights of Drone Pals or any third party. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Drone Pals with a written communication addressed to our President including substantially the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest; (ii) description of the copyrighted work or other intellectual property that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and email address; (v) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
  1. Embedded Viewer. If and where enabled, you may embed Drone Pals Content on a website, blog or social media platform using the embedded viewer (the “Embedded Viewer”). Not all Drone Pals Content will be available for embedded use, and availability may change without notice. Drone Pals reserves the right in its sole discretion to remove Drone Pals Content from the Embedded Viewer. Upon request, you agree to take prompt action to stop using the Embedded Viewer and/or Drone Pals Content. Without a further Content License, you may only use embedded Drone Pals Content for editorial purposes (meaning relating to events that are newsworthy or of public interest). Embedded Drone Pals Content may not be used: (a) for any commercial purpose (for example, in advertising, promotions or merchandising) or to suggest endorsement or sponsorship; (b) in violation of any stated restriction; (c) in a defamatory, pornographic or otherwise unlawful manner; or (d) outside of the context of the Embedded Viewer. Drone Pals (or third parties acting on its behalf) may collect data related to use of the Embedded Viewer and embedded Drone Pals Content, and reserves the right to place advertisements in the Embedded Viewer or otherwise monetize its use without any compensation to you.

 

  1. Privacy Notice; Personal Data; Compliance with Laws.

7.1 Please read the Drone Pals Privacy Notice for information relating to our collection, use, storage and disclosure of information we collect about you. The Drone Pals Privacy Notice is incorporated by reference into, and made part of, these ToS. Drone Pals will post notices of updates to the Privacy Notice on the Site.

 

7.2 You represent and warrant that you own all Personal Data or you have all rights that are necessary to submit to Drone Pals any data or User Content. You further represent and warrant that: (a) no data or other information you submit to Drone Pals, nor the inclusion of such data or other information in the Services, will infringe, misappropriate or violate a third party’s intellectual property rights, or Applicable Privacy Law or regulation. You and Drone Pals each acknowledge and agree that Drone Pals does not receive any Personal Data as consideration for any Drone Pals Content or Services under these ToS or any Content License Agreement or any Contributor Agreement.

 

  1. Your Responsibilities. You are responsible for any and all activities that occur under your account, including but not limited to, all applicable taxes and any applicable third-party fees (including but not limited to credit card fees, foreign exchange fees and cross border fees).

 

  1. Prohibited Conduct. YOU AGREE NOT TO:

9.1 use the Site for any illegal purpose or in violation of any local, state, national, or international law;

9.2 interfere with security-related features of the Site, including by disabling or circumventing features that prevent or limit access to or use of any content, or by using any account credentials that are not your own;

9.3 interfere with the operation of the Site or any visitor’s enjoyment of the Site, including by interfering with, intruding into, disrupting, or making repeated accesses or requests that cause performance degradation to any network, equipment, server, or software system used to host or otherwise implement the Site;

9.4 use any means of automated data collection (“scraping”) or indexing (“crawling”), including by use of data mining tools, scripts, repeated data requests, automated systems (“robots”), or any other method to collect, copy, or aggregate information hosted on the Site;

9.5. manipulate or otherwise display the Site or the Drone Pals Content by using framing or similar navigational technology;

9.6 download, copy, or re-transmit any or all of the Site or the Drone Pals Content without, or in violation of, a written license or agreement with Drone Pals;

9.7 register, subscribe, unsubscribe, or attempting to register, subscribe, or unsubscribe any party for any Drone Pals product or service if you are not expressly authorized by such party to do so; or

9.8 sell, license, lease, or in any way commercialize the Site or the Drone Pals Content without specific written authorization from Drone Pals.

 

  1. Linked Websites. The Site may contain links to third-party websites such as social media websites. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such sites. You acknowledge sole responsibility for, and assume all risk arising from, your use of any third-party websites or resources.
  1. Forums and Public/Interactive Areas of the Site. The Site may include discussion forums or other interactive areas or services, including blogs, chat rooms, bulletin boards, message boards, online hosting or storage services, or other areas or services in which you or third parties create, post or store any content, messages, comments, materials or other items on the Site (“Interactive Areas”). You are solely responsible for your use of such Interactive Areas and use them at your own risk. By using any Interactive Areas, you agree not to post, upload, transmit, distribute, store, create or otherwise publish through the Site any of the following:

11.1 User Content that is unlawful, libelous, defamatory, obscene, pornographic, harmful to minors, indecent, lewd, suggestive, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;

11.2 User Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;

11.3 User Content that may infringe any patent, trademark, trade secret, copyright or other intellectual property or contract right of any party (and by posting any User Content, you represent and warrant that you have the lawful right to transmit, distribute and reproduce such User Content);

11.4 User Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity;

11.5 Unsolicited promotions, political campaigning, advertising, junk mail, spam, chain letters, pyramid schemes or solicitations;

11.6 Private information of any third party, including, without limitation, addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;

11.7 Viruses, corrupted data or other harmful, disruptive or destructive files; and

11.8 User Content that, in the sole judgment of Drone Pals, is objectionable or which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Site, or which adversely affects the availability of its resources to other users (e.g., excessive shouting, use of all capital letters, or flooding continuous posting of repetitive text), or which may expose Drone Pals or its users to any harm or liability of any type.

Further, you agree not to delete or revise any User Content posted by any third party. Drone Pals takes no responsibility and assumes no liability for any User Content posted, stored or uploaded by you or any third party, or for any loss or damage thereto, nor is Drone Pals liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. Your use of Interactive Areas is at your own risk. As a provider of interactive services, Drone Pals is not liable for any statements, representations or User Content provided by its users in any public forum, personal home page or other Interactive Area. Although Drone Pals has no obligation to screen, edit or monitor any of the User Content posted in any Interactive Area, Drone Pals reserves the right, and has absolute discretion, to remove, screen or edit any User Content posted or stored on the Site at any time and for any reason without notice. You are solely responsible for creating backup copies of and replacing any User Content you post or store on the Site at your sole cost and expense. Any use of the Interactive Areas or other portions of the Site in violation of the foregoing violates these ToS and may result in, among other things, termination or suspension of your rights to use the Interactive Areas and/or the Site. You acknowledge and agree that Drone Pals may access, use or disclose any information about you or your use of this Site, including without limitation any User Content to comply with the law or any legal process; protect and defend the rights or property of Drone Pals; or to protect the safety of our company, employees, customers or the public. If you post User Content to the Site, unless we indicate otherwise, you grant Drone Pals and its affiliates a nonexclusive, royalty-free, perpetual, irrevocable and fully sub-licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, perform and display such User Content throughout the world in any media. You grant Drone Pals and its affiliates and sublicensees the right to use the name that you submit in connection with such content, if they choose. You represent and warrant that (a) you own and control all of the rights to the User Content that you post or you otherwise have the right to post such User Content to the Site; (b) the User Content is accurate and not misleading; and (c) use and posting of the User Content you supply does not violate these ToS and will not violate any rights of or cause injury to any person or entity.

 

  1. Modification of the Site. We reserve the right to modify or discontinue the Site at any time, temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or termination of your access to or use of the Site.

 

  1. Modification of Article II of these ToS. We reserve the right, at our discretion, to change this Article II on a going-forward basis at any time. Please check these ToS periodically for changes. We will post notices of changes on the Site.

 

  1. Site Feedback. If you choose to provide us with input and suggestions regarding problems with or proposed modifications or improvements to the Site (“Site Feedback”), then you hereby grant Drone Pals an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Site Feedback in any manner and for any purpose, including to improve the Site and create other products and services. Drone Pals will exclusively own any improvements or modifications to the Site or the Services based on or derived from any of your Feedback including all intellectual property rights in and to the improvements and modifications.

 

  1. No Warranty.

15.1 THE SITE AND ALL MATERIALS, SERVICES AND CONTENT (INCLUDING DRONE PALS CONTENT) AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. DRONE PALS DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AVAILABLE THROUGH THE SITE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, OR NON-INFRINGEMENT. DRONE PALS DOES NOT WARRANT THAT THE ACCESS TO SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.

15.2 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE SITE THAT IS NOT EXPRESSLY STATED IN THESE ToS. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING THE COMPUTER SYSTEM OR MOBILE DEVICE YOU USE TO ACCESS THE SITE), OR LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE.

15.3 Drone Pals offers a search feature within the Site. Drone Pals explicitly disclaims any responsibility for the content or availability of information contained in our search index or directory. Drone Pals also disclaims any responsibility for the completeness or accuracy of any directory or search result.

Some US states and foreign countries do not permit the exclusion or limitation of implied warranties or liability for certain categories of damages. Therefore, some or all of the limitations above may not apply to you to the extent they are prohibited or superseded by state or national provisions

 

  1. Limitation of Liability.

16.1 IN NO EVENT WILL DRONE PALS BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, EVEN IF DRONE PALS HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

16.2 THE AGGREGATE LIABILITY OF DRONE PALS TO YOU FOR ANY AND ALL CLAIMS RELATING TO THE USE OF (OR ANY INABILITY TO USE) THE SITE, OR OTHERWISE ARISING UNDER ARTICLE I OF THESE ToS, SHALL UNDER NO CIRCUMSTANCES EXCEED $50.00 USD.

 

17. Control of the Services; Systems.

17.1 The method and means of providing the Site and the Services shall be under the exclusive control, management, and supervision of Drone Pals. Drone Pals will provide and operate the Site and the Services in a professional and commercially reasonable manner in accordance with applicable law.

17.2 Each party shall retain sole responsibility for such party’s information technology infrastructure, including computers, servers, software, databases, electronic systems (including database management systems) and networks, whether operated directly by such party or through the use of third-party services.

  1. General.The waiver by us of any breach or default of these ToS, or any provision of these ToS shall not be a waiver of any subsequent breach or default. If any part of these ToS is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these ToS for any reason, the Article II Sections entitled “Ownership; Proprietary Rights,” “Privacy Notice,” “Site Feedback,” and “General” will survive.

 

  1. Governing Law; Venue. These ToS shall be governed by and construed in accordance with the laws of the State of Wisconsin without regard to the conflict of law provisions thereof. The sole venue for all disputes relating to the Agreement shall be in La Crosse County, Wisconsin, USA.

 

  1. Contact. The Site is controlled by Drone Pals located at 1840 East Main Street, Suite 1, Onalaska, WI 54560, U.S.A. You may contact us with by regular mail to this address or by email to team@dronepals.com. We prefer email.

ARTICLE III. ADDITIONAL Terms and Conditions for CUSTOMERS

The terms and conditions in this Article III and the Drone Pals Content License Agreement found here govern the license by Customers of Drone Pals Content and of the other Services available through our Site. Drone Pals offers both a Standard Content License Agreement and a Professional Content License Agreement.

The Drone Pals Content, Products & Artwork, and Services are offered subject to Customer’s acceptance without modification of all of the terms and conditions contained in these ToS, the Drone Pals’ Privacy Notice, Drone Pals Sales & Returns Policy, and the applicable Content License Agreement.

BY REQUESTING ACCESS TO ANY DRONE PALS CONTENT OR PURCHASING ANY DRONE PALS PRODUCTS, CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ AND ACCEPTS THESE TERMS AND THE APPLICABLE CONTENT LICENSE AGREEMENT. THE CONTENT LICENSE AGREEMENT IS EFFECTIVE AS OF THE DATE THAT CUSTOMER REQUESTS ACCESS.

Subject to Customer’s compliance with the terms and conditions of these ToS, the Drone Pals’ Privacy Notice and the applicable Content License Agreement, including the payment of the applicable fees, Customer may license Drone Pals Content, purchase Drone Pals products/artwork, or other Services by completing the check out process, agreeing to the applicable Content License Agreement, and paying any applicable fees. All references to the “sale” or “purchase” (or other similar terms) of any Drone Pals Content shall mean the sale or purchase of a license to such Drone Pals Content.

 

ARTICLE IV. ADDITIONAL Terms and Conditions for CONTRIBUTORS

The terms and conditions in this Article IV and the Drone Pals Contributor License Agreement found here govern the license granted by Customers to Drone Pals with respect to User Content.

BY CONTRIBUTING TO DRONE PALS ANY USER CONTENT, CONTRIBUTOR ACKNOWLEDGES THAT CONTRIBUTOR HAS READ AND ACCEPTS THESE TERMS AND THE DRONE PALS CONTRIBUTOR LICENSE AGREEMENT. THE DRONE PALS CONTRIBUTOR LICENSE AGREEMENT IS EFFECTIVE AS OF THE DATE THAT CUSTOMER CONTRIBUTES TO DRONE PALS ANY USER CONTENT.

 

 

Drone Pals Content License Agreement

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.

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