Drone Pals Youtube
Terms & Conditions Agreement

DRONE PALS YOUTUBE TERMS & CONDITIONS AGREEMENT




INTRODUCTION:  Welcome to Drone Pals and its growing YouTube Channel.  Our content is inspirational and traditionally an unseen perspective.  We are aerial content creators ourselves but our goal isn’t self promotion, it is to support others.  We do this in many ways including featuring videos our community takes on our YouTube Channel.  We hope by doing this to drive a larger audience to our creators & community members, thus providing them with more opportunities.  By uploading your video to Drone Pals for use on platforms such as YouTube, you are not selling your video, but rather allowing Drone Pals to promote this content and the Drone Pals community.  This is very similar to other video sharing platforms.



This Drone Pals YouTube Terms & Conditions Agreement (“Agreement”) is between Drone Pals LLC (“Drone Pals”) and the other individual or entity signing (including by electronic signature or clicking “I agree”, uploading content to Drone Pals, or by taking a similar action) this Agreement (“you”) (collectively, the “Parties). This Agreement applies to all content that you have previously submitted and, in the future, will submit, that is accepted for distribution by Drone Pals (“User Content”). This Agreement supersedes and cancels all previous agreements you have entered into with Drone Pals related to the distribution of User Content, other than the Drone Pals Terms of Service, the Drone Pals Privacy Notice, and Contributor Agreement.

SECTION 1. USAGE RIGHTS

1.1 Usage Grant to Drone Pals. By submitting any User Content to Drone Pals, you grant Drone Pals a worldwide, perpetual, royalty-free, irrevocable, non-exclusive, sublicensable right to use, copy, reproduce, rebrand, display, transmit, broadcast, modify, alter, create derivative works of and publish the whole or part of any User Content (as defined below) that you submit to Drone Pals. These rights may be exercised via any analog or digital means of communication now known or hereafter devised including without limitation via websites, other electronic formats, mobile devices, YouTube, TV, cinema, exhibitions; and, subject to applicable laws, may be used for any purpose of any nature including without limitation for advertising, publicity, promotions, graphic design, marketing within and on products, corporate communications, press articles, press releases, brochures, reports, décor, programs and films.

1.2 Types of Content. As used in this Agreement, 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, animations, and clips (“Footage”); and (c) font, audio file and any other work protected by copyright but not included as part of a Still Image or Footage (“Other User Content”), in all cases, generated by any means and in any format or medium, including any reproductions and any modifications and derivative works thereof.

1.3 Acceptance or Rejection of Your User Content. Drone Pals is under no obligation to accept any submission from you of any User Content. Drone Pals will use commercially reasonable efforts to accept or reject User Content that you submit within 30 days. Drone Pals may reject any submitted User Content at any time in its sole discretion. Any User Content submitted via direct communication or uploaded to Drone Pals shall be taken by Drone Pals as evidence that such Content has been submitted by you.

1.4 Collections and Movement of User Content. User Content may be included in one or more of Drone Pals’ current or future Drone Pals Content collections (“Collections”)

1.5 Marketing Use of User Content. Drone Pals may use User Content to market you, your work, Drone Pals, including use in composites that include Content supplied by a third party. No royalties will be paid on these marketing uses.  We do this so we can get you as wide as a reach as possible as an individual.

1.6 Right to Control Claims. Drone Pals shall have the right to determine, using its best commercial judgment, whether and to what extent to proceed against any third party for any unauthorized use of User Content. You authorize Drone Pals at their expense the exclusive right to make, control, settle and defend any claims related to infringement of copyright in the User Content and any associated intellectual property rights (“Claims”). You agree to provide reasonable cooperation to Drone Pals and not to unreasonably withhold or delay your cooperation in these Claims. Drone Pals will not enter into any settlement that will compromise your ownership of the copyright in User Content or that prohibits your future conduct with respect to User Content without your prior written consent. Drone Pals will pay you Royalties on any settlements it receives from Claims. If Drone Pals elects not to pursue a Claim, you will have the right to pursue it.

1.7 Copyright Ownership; Use of User Content by You. Except for the usage granted to Drone Pals in this Agreement, you reserve all right, title, and interest in and to your User Content, including when it is incorporated in a derivative work created by others. That means that you can keep doing whatever you want with your User Content, and you can license it to anyone else under any terms you want, except that that license must not conflict with the rights you have licensed to Drone Pals under this Agreement. Drone Pals will own all right, title and interest, including all copyrights that arise apart from the copyright in your User Content, to all types of derivative works created by or for Drone Pals that contain multiple items of User Content and/or other Content. Either you or Drone Pals on behalf of you may register the copyright in any User Content with the relevant copyright authority.

1.8 Reporting On YouTube. You agree not to report this content on Youtube.com as an infringement of rights including copyright infringement, privacy infringement, or other complaints.  If you do find an issue with User Content on YouTube or any other Drone Pals owned assets, You agree to write to Drone Pals requesting the specific changes that need to be made, resolution, removal, etc.  We prefer email team@dronepals.com.

1.9 Removing Content.  If you would like Drone Pals to remove User Content that it has used, you will make an official request in writing, we prefer email team@dronepals.com.  Drone Pals then has 30 days to remove the User Content that you have specified.

1.10 Credit and Moral Rights. Using the credit line supplied by you, Drone Pals shall use commercially reasonable efforts to credit you as the source of User Content, such as overlaying graphics on YouTube, and notating in the caption of the video, but shall have no liability for lack of credit. For the purposes of this Agreement, “Moral Rights” means all non-transferable and non-licensable rights belonging to the original creator of User Content that are automatically conferred by legislation to varying degrees in different countries, which shall include the following rights and all rights of a similar nature: (a) the right to be identified as the creator; (b) the right to object to misrepresentative modification of User Content; and (c) the right to withdraw User Content from the market (except pursuant to the termination provisions of this Agreement). To the extent allowed by law, you waive all your Moral Rights relating to User Content. To the extent such waivers are not permitted by applicable law, you agree not to enforce such moral rights against Drone Pals, or Customers. Where you are not the owner of any Moral Rights, you confirm that all Moral Rights have been waived to this same extent or that you have obtained the same commitments not to enforce Moral Rights. Further, you acknowledge and accept that it is common business practice for commercial uses that the creator of Content is not credited and that Content may be modified.

SECTION 2. REPRESENTATIONS AND WARRANTIES, INDEMNIFICATION & LIMITS ON LIABILITY 

2.1 Representations and Warranties.

(a) Each Party represents and warrants to each other that it has the full power and authority to enter into the Agreement and perform its obligations hereunder and that it will comply with all applicable laws, and in particular with all Applicable Privacy Laws. “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.

(b) You represent and warrant to Drone Pals that: (i) you are the sole and exclusive owner of the User Content submitted by you to Drone Pals or are the authorized representative of the applicable copyright owner(s) of such User Content; (ii) the User Content submitted by you to Drone Pals, to the best of your knowledge after due investigation and prior to modification or re-captioning by Drone Pals, will not infringe the copyright of any third party, and will not contain any matter which violates any applicable law or regulation and, if released, will not defame, violate the right of privacy or publicity, or infringe the trademark or other personal or property interests of the parties signing such release; (iii) all caption information provided by you will be accurate; (iv) you have obtained valid model and property releases where necessary in accordance with all Drone Pals submission requirements at the time of submission and you will keep the original release and provide a copy to Drone Pals and (v) all content was captured in compliance with all applicable laws, including but not limited to (A) capturing data in violation of applicable law or regulations regarding airports, restricted airspace, prohibited airspace, temporary flight restriction areas, power plants, critical infrastructure, government property, stadiums and prisons,  (B) operating at safe and legal distances from manned and unmanned aircraft traffic, structures, vehicles, ground hazards, infrastructure, emergency personnel and people on the ground.

2.2 Indemnification. You agree to defend, indemnify and hold harmless Drone Pals and its affiliates, licensees, officers, directors, employees and agents (each an “Indemnitee”) from and against any and all actual or alleged third-party claims and accompanying liabilities, losses, damages, costs and expenses, including reasonable external attorneys’ fees arising out of or in connection with, any actual or alleged breach of this Agreement by you, or any duty, representation, or warranty contained herein by, or any actual or alleged act or material omission of you or your agents. You may at your option defend such claim at your expense, and Drone Pals shall cooperate fully in defending or settling such claim, provided that you may not settle without our prior written consent, which shall not be unreasonably withheld. You agree that Drone Pals may retain any amounts due to you under this Agreement or any other agreement you may have with Drone Pals to the extent Drone Pals is owed any sum under this Section.

2.3 Limitation of Liability. Drone Pals shall not be liable for any punitive, indirect, consequential, special or incidental damages arising out of or in connection with the Agreement, even if it has been advised of the possibility of such. In addition, Drone Pals shall not be liable to you under any circumstances arising out of (i) the misuse of User Content by any third party or (ii) breach of any of your representations or warranties. YOU ACKNOWLEDGE THAT THE NATURE OF INTERNET-BASED SERVICE IS SUCH THAT CONFIDENTIALITY, SECURITY AND PERFORMANCE CANNOT BE COMPLETELY ASSURED. DRONE PALS SHALL HAVE NO LIABILITY TO YOU FOR ANY UNAUTHORIZED ACCESS, USE, CORRUPTION OR LOSS OF ANY OF CONTENT, EXCEPT TO THE EXTENT THAT SUCH UNAUTHORIZED ACCESS, USE, CORRUPTION, OR LOSS IS DUE SOLELY TO DRONE PAL’S GROSS NEGLECT OR INTENTIONAL  MISCONDUCT. Drone Pals shall not be liable for any loss or damage to any User Content, storage device or other materials submitted to Drone Pals, and you are required to provide or maintain your own backup files for any User Content submitted. You shall bear sole responsibility for obtaining and maintaining adequate insurance for protection of Content or other materials submitted to Drone Pals. If, despite the above limitations, liability is imposed on Drone Pals for any reason, in no event shall Drone Pals’ liability exceed US$50.00 in the aggregate.

SECTION 3. TERMINATION & SURVIVAL OF LICENSING RIGHTS 

3.1 Termination. Either Party may terminate this Agreement upon written notice if the other Party breaches any material term or condition of the Agreement and, if capable of remedy, fails to remedy such breach within 60 days after being given notice thereof by the non-breaching Party.

3.2 Surviving Provisions. The termination of this Agreement will not affect the accrued rights and obligations of the Parties existing at the date of termination. Sections 1.1, 1.2, 1.4-1.10, 2, 3.2 and 4, all associated definitions and all accrued rights to payment shall survive expiration or termination of this Agreement.

SECTION 4. MISCELLANEOUS 

4.1 Entire Agreement; Severability; Waiver. This Agreement constitutes the entire agreement among the Parties relating to its subject matter and may not be amended, except in writing signed by an authorized representative of each Party. If a Party waives any provision of this Agreement, the waiver in such an instance shall not be deemed to be a continuing waiver, and no waiver by either Party shall prevent such Party from enforcing any and all other provisions of this Agreement.

4.2 Assignment. You may not assign your rights or obligations and under this Agreement without the prior approval of Drone Pals, which will not be unreasonably withheld and shall not be unreasonably withheld in the case of an assignment to a corporation or to a trust controlled by you or for the sole benefit of you or your immediate family. Drone Pals may assign its rights, obligations and duties under this Agreement, in whole or in part, to any entity controlling, controlled by, or under common control with Drone Pals as part of a merger, reorganization or sale of assets by Drone Pals.

4 .3 Nature of Relationship. You agree that you are an independent contractor. The Parties expressly acknowledge and agree that their relationship is not one of partnership, employment, joint venture, or any other legal identity, and that Drone Pals has no obligation to find or offer employment to you.

4.4 Governing Law and Arbitration. The Agreement will be construed and enforced in accordance with the laws of the State of Wisconsin, excluding its laws relating to conflict of laws. Any dispute arising out of or in connection with the Agreement shall be settled before a single arbitrator under the Commercial Rules of the American Arbitration Association (“AAA”) in La Crosse County, Wisconsin. The substantially prevailing Party will be entitled to recover its reasonable legal costs. If both Parties prevail on particular claims, or defenses of a claim, then each Party will be entitled to recover its reasonable legal costs for those claims it successfully asserts or defends, and the awards will be offset.

4.5 Further Assurances. Each Party will, and will use its reasonable efforts to cause any third party to, execute and perform such further acts, deeds and documents as may from time to time be required to give full legal and practical effect to the Agreement.

4.6 Notices. Parties shall provide all notices in writing via mail and/or email. Notices to you will be sent to the current mail or email address and notices to Drone Pals should be sent to: 1840 East Main Street, Suite 1, Onalaska, WI 54560, U.S.A.

4.7 Personal Data Transfer. You understand and agree that information relating to you or any other person such as a model that you may provide to Drone Pals may be retained for a reasonable period, and may be transferred to, stored, accessed and used in jurisdictions worldwide whose privacy laws may be different and less protective than those of your home country. Drone Pals, as data controller and processer, may use this information in connection with the performance of this Agreement, including for contacting you, and may disclose this information to necessary service providers, to provide the services they contract for. These third parties will have no right to use your information for secondary purposes. Any personal information you do provide may also be disclosed as part of any merger, sale of the company assets or acquisition, as well as in the unlikely event of an insolvency, bankruptcy or receivership in which event personal information would be transferred as one of the business assets of the company. Drone Pals reserves the right to disclose any information you provide in order to respond to claims or protect the rights, property or safety of itself, its related companies, customers or the public.

4.8 Submission of Content as an Authorized Representative. If and to the extent you are submitting Content to Drone Pals as an authorized representative of the applicable copyright owner(s), you acknowledge and agree that (a) you will ensure that such copyright owner(s) comply with the terms of this Agreement where necessary (b) the Content is in compliance with all local regulations and laws

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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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