1. Parties and Effective Date
This version of the Client Agreement was implemented and became effective on July 8th, 2021 (“Effective Date”). It applies from the later of that date and the date on which you accepted it through the Site.
2. Purpose of DroneDigital.co
DroneDigital.co has created an online marketplace to connect pilots of unmanned aerial vehicles (also known as a UAV) (“Pilots” and, together with you and other buyers or potential buyers, “Users”), with users who wish to purchase goods and services. On and through the Site, you and others may post open requests to invite bids or proposals from Pilots for custom goods or services (“Job Requests”). Pilots may post information about their skills and past projects in their profiles and submit bids or proposals in response to Job Requests (“Job Proposals”). Once a bid or proposal is accepted, you and Pilots can communicate with each other to form an agreement whereby a Pilot will create and deliver a custom good or service (a “Job”) to you (a “Job Agreement”). DroneDigital.co makes no guaranty, representation, or assurance that a Job Agreement will be legally enforceable if challenged.
Prior to your entering into a given Job Agreement, DroneDigital.co shall have the right (but in no event any obligation) to reject any Job Agreement by notifying the parties thereto that they may not enter into the proposed Job Agreement
3. Eligibility to use the Site
The Site is available only to legal entities or persons who are at least eighteen (18) years old and are otherwise capable of forming legally binding contracts under applicable law. If you are a person who agrees to this Agreement on behalf of a company or other legal entity, the terms “Client,” “you,” and “your” refer both to you personally and the entity on whose behalf you agree. Furthermore, you personally represent and warrant that you have the authority to bind that entity to this Agreement.
Nothing in this Agreement precludes you from engaging with DroneDigital.co or the Site as a Pilot, as long as you open a separate account designated for Pilots and agree to the terms of the separate agreement applicable to Pilots (the “Pilot Agreement”).
DroneDigital.co shall at all times have the right, in its sole discretion, to suspend or cancel a User’s account or access to the Site, or to otherwise preclude a User from using the Site or the DroneDigital.co services, for any reason or no reason. If your account is suspended, restricted, or cancelled, you may not continue to use the DroneDigital.co service or Site under a different or new account.
4. Role of DroneDigital.co
You agree that when you accept a Job Proposal made to you by another User of the Site, you are agreeing and intending to enter into a binding legal agreement with that User. That binding agreement shall be between only you and that other User. DroneDigital.co shall not be a party to any agreement between you and another User. You understand and agree that DroneDigital.co does not deliver any goods or provide services for or on behalf of any User, does not ensure payment by any User, and does not make any representations regarding the quality of such goods or services, except as otherwise expressly set forth in this Agreement.
Client acknowledges, agrees and understands that: (i) the Site is merely a venue for introducing and facilitating agreements between Users; (ii) DroneDigital.co is not a party to any Job Agreements between Users; (iii) no User, including you, is an employee, agent, or representative of DroneDigital.co; (iv) DroneDigital.co is not an employee, agent, or representative of any User, including you; (v) DroneDigital.co does not, in any way, supervise, direct, or control any User’s work; (vi) DroneDigital.co shall not have any liability or obligations under or related to Job Agreements or for any acts or omissions by any User; (vii) DroneDigital.co has no control over Users; and (viii) DroneDigital.co makes no representations as to (a) the reliability, capability, honesty, qualifications, licenses, certificates, exemptions or other characteristics of any User or any User’s statements or conduct; or (b) the quality, safety, or legality of any Job delivered by a Pilot. Drone Digital requires that every active pilot on the site show proof of obtaining FAA Section 333 exemption or Remote Pilot Certificate issued within their regional operation, upon joining the site.
5. Limited License and Restrictions on Use
All content included in the Site, including but not limited to text, graphics, video, interfaces, logos, button icons, images, data compilations, software, and the compilation thereof is the property of DroneDigital.co or its content and software suppliers and is protected by United States and international laws. Unauthorized use of such intellectual property or information, or the Site, is prohibited. Except as expressly provided herein, DroneDigital.co does not grant any express or implied right or license of any kind to you concerning any patents, copyrights, trademarks, trade secrets, or other intellectual property rights.
DroneDigital.co grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download and print the pages within the Site solely for your personal, informational, and noncommercial use. Individual pages and sections of the Site may be printed for personal or internal use only, provided that such print outs retain all applicable copyright or other proprietary notices. DroneDigital.co reserves all rights not expressly granted in this Agreement.
- Except as otherwise stated in this Agreement, you may not:
- loan, share, publish, republish, copy, reproduce, disclose, transmit, display, sell, license, lease or distribute any portion of the Site or any data thereon to any third-party, or use the Site as a basis for a directory or database prepared for commercial sale, commercial use, or distribution;
- remove any copyright, watermark, trademark or other proprietary notices contained in the Site;
- disassemble, decode, decompile or otherwise reverse engineer any software used in providing, accessing, storing, serving, or viewing the Site (the “Software”);
- access, download, transfer or manipulate data or databases comprising the Site or any portion of it using protocols or interfaces other than those provided by DroneDigital.co as part of the Site (including, but not limited to, using programming scripts, robots, spiders, crowd-sourced human intelligence, or any other automated method to automatically obtain the contact information of subscribers and any programming scripts or third-party software or crowd-sourced human intelligence which automatically downloads or copies image or textual content from any portion of the Site);
- hire any type of crowd-sourced or outsourced labor to use the Site in any way;
- use any automated method of contacting Users through the Site;
- contact Users for the purpose of promoting or soliciting any goods or services, other than as provided by the Site and consistent with the purpose of the Site described in Section 2 of this Agreement;
- have access to or make any use of the source code for the Site;
- take any action inconsistent with DroneDigital.co’s ownership of and rights in the Site and the Software; or
- violate any law or regulations concerning data protection.
In addition, you agree:
- not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
- not to disrupt or interfere with any User’s permitted enjoyment of the Site or affiliated or linked websites;
- not to upload, post or otherwise transmit through or on the Site any viruses, spam, malware, or other harmful, disruptive or destructive files or materials;
- not to use, frame or use framing techniques to enclose any DroneDigital.co trademark, logo, content or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a webpage);
- not to use meta tags or any other “hidden text” using a DroneDigital.co name, trademark, or product name;
- not to create or use a false identity on the Site;
- not to collect or store personal data about others obtained through the Site without their consent; not to attempt to obtain unauthorized access to portions of the Site that are restricted from general access;
- not to take any action that will or could impose an unreasonably or disproportionately large load on the Site or DroneDigital.co’s other infrastructure;
- not to post any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy or otherwise in violation of any applicable domestic or foreign law;
- not to post any material in violation of another’s intellectual property rights;
- not to take any action that may undermine any feedback or rating systems;
- to comply with all applicable laws that relate to your use of or activities on or in relation to the Site including but not limited to United States export restrictions.
DroneDigital.co may terminate your account if you infringe the copyright or other intellectual property rights of others.
As part of a transaction or Job Agreement, Client may obtain personal information, including email address and shipping information, from a Pilot. Without obtaining prior permission from the Pilot, such personal information shall be used only to facilitate that transaction or Job Agreement.
DroneDigital.co has not granted Client a license to use information or DroneDigital.co intellectual property for unsolicited commercial messages. Without limiting the foregoing, without express consent from the other User, Client is not licensed to use any other User’s email or physical mailing address.
6. General Client Performance
DroneDigital.co expects a consistent and high level of courtesy, respect and professionalism from all of its Users toward each other and reserves the right to expel or suspend any User at any time for any reason, in DroneDigital.co’s sole discretion.
When Client accepts a proposal from another User that results in a Job Agreement, Client agrees and intends that by doing so, Client is entering into a binding agreement directly with that User, which Client will honor. DroneDigital.co is not a party to any Job Agreement or other agreements between or among Users. Client understands and agrees that the Pilot with which Client enters into a Job Agreement, not DroneDigital.co, will be the merchant of record for all transactions through the Site.
Client shall not enter into any Job Agreement with terms that would cause Client to violate any of the provisions of this Agreement.
Client agrees to promptly deliver payment to the Pilot in accordance with the terms of any Job Agreement unless the Pilot fails to meet the material terms of the Job Agreement.
Client agrees to use good judgment when posting information, comments, feedback or other content regarding other Users, DroneDigital.co, or any third party anywhere within the Site. User may be held legally responsible for damages suffered by other Users, DroneDigital.co or any third party as a result of legally actionable or defamatory comments, remarks or other information or content posted to the Site.
Client shall not post to the Site or include in any communications with another User, information that is libelous, defamatory, obscene, abusive, pornographic, threatening, inaccurate, or an invasion of privacy; an infringement of another’s intellectual property rights, including, but not limited to, copyrights and trademarks; illegal in any way or that advocates illegal activity under any applicable law; an advertisement or solicitation of funds, goods, or services, other than for the purpose of conducting business with other Users pursuant to the purpose of the Site as stated in Section 2; an impersonation of another; or personal information of another, including but not limited to personal phone numbers, account numbers, personal addresses, or employer references.
Client agrees that DroneDigital.co is not and shall not be legally responsible for any remarks, information, or other content posted or made available on the Site by any other User or third party, even if such information or content is defamatory or otherwise legally actionable. DroneDigital.co is not responsible for and does not monitor or censor content for accuracy. DroneDigital.co reserves the right, however, to remove or restrict access to any information or content posted or made available on the Site if ordered to do so by a court, if DroneDigital.co considers such information or content to be inappropriate, or for any other reason, in its sole discretion.
All identity information associated with the Client and Client’s account on the Site must be real and verifiable. Client shall at all times ensure that the information associated with the Client’s account is accurate and updated. DroneDigital.co may validate Client information at any time. Client shall reasonably cooperate with any such verification efforts, including but not limited to providing to DroneDigital.co upon request government or legal documents that confirm the Client’s identity.
Client is solely responsible for ensuring and maintaining the secrecy and security of Client’s account information and password. Client agrees not to disclose Client’s password to, or allow the use of Client’s account by, any third party. Client agrees that Client shall be solely responsible for any use of the Client’s account or Client’s password, whether or not Client authorizes such use.
Client authorizes DroneDigital.co to run credit card authorizations on any credit cards provided by Client. Client may terminate DroneDigital.co membership and disable the Client’s account at any time. Client shall, however, remain bound by the terms of this Agreement even if Client disables Client’s account.
7. Communications with Users
All written communications relating to Jobs, transactions, or potential transactions between Client and any other User must be conducted through the Site. All such communications must be in English and may not contain any requests to circumvent the Site.
Client shall immediately notify DroneDigital.co if another User communicates in writing with Client other than through the Site.
When engaged in communications concerning Jobs, transactions, or potential transactions with other Users, Client shall regularly review and respond promptly to communications from such Users.
8. Posting A Job Request
Job Requests must be of a professional nature and accurately describe the good or service requested. They should be free of offensive language or advertisements for other products or services. Job Requests may not request any good or service that is illegal or the provision of which would infringe upon any third party’s intellectual property or other rights.
Disintermediation, as used in this Agreement, means Client’s conducting outside of the Site or through any channels other than those provided or specified by DroneDigital.co any transaction with another User to whom Client was introduced through or as a result of Client’s use of the Site. Client shall not engage in Disintermediation or request that another User engage in Disintermediation.
Client shall immediately notify DroneDigital.co if another User requests that Client engage in Disintermediation.
Client agrees that for all Jobs for which Client is required to make payment to another User, all payments are to be made and accepted only through a payment mechanism provided or approved by DroneDigital.co (an “Approved Payment Mechanism”). Client shall immediately notify DroneDigital.co if another User requests that Client make a payment by any method other than an Approved Payment Mechanism.
Client shall, at Client’s own expense, take all steps necessary to enable Client to make payments through at least one Approved Payment Mechanism, including but not limited to, as applicable, acquiring necessary computer equipment and software, establishing an account with a third-party payment processor, and providing credit card and bank account information.
To the extent an Approved Payment Mechanism involves the use of a DroneDigital.co-approved third-party payment processor (“Payment Processor”), DroneDigital.co may make available, for the convenience of Users, the ability to communicate with and make payments using the Payment Processor through Site. Client understands and agrees to the following with respect to any Approved Payment Mechanism, whether or not it involves a Payment Processor, and whether or not DroneDigital.co provides a User with the ability to access or use a Payment Processor’s services through the Site: (a) DroneDigital.co does not oversee or control the receipt or transfer of payments; (b) DroneDigital.co shall have no responsibility or liability for any losses or damages relating to or arising out of the receipt or transmission of payments, including but not limited to losses or damages from misdirected or lost payments, breaches of security, chargebacks, fraud, theft of funds, violations of banking, money-laundering, privacy, or any other laws relating to or arising out of the use of an Approved Payment Mechanism; (c) Client shall comply with all terms and conditions imposed by any Payment Processor; (d) Client shall be responsible for and shall pay any fees charged to Client by a Payment Processor, credit card network, bank, or other financial institution, or otherwise imposed on Client as a result of payments made or received through an Approved Payment Mechanism; and (e) Client consents to DroneDigital.co or the Payment Processor deducting from any payment made by Client, and paying to DroneDigital.co, amounts that are due from Client to DroneDigital.co, or delaying the transfer of funds when amounts are due from Pilot, whether such amounts are the result of the Job for which the payment is received or otherwise. Nothing herein is intended to limit any rights you may have against a Payment Processor.
11. DroneDigital.co Service Fee
Client understands and agrees that DroneDigital.co charges a transaction-based fee for DroneDigital.co’s services and technology provided through the Site and otherwise (the “Service Fee”). The Service Fee is charged to any Pilot with which Client enters into a Job Agreement. For each Job Agreement, the DroneDigital.co Service Fee is 8% of the total price billed for the Job, excluding taxes and shipping or delivery costs.
For each Job, the Service Fee shall be due immediately upon Client’s first payment pursuant to the Job Agreement, although DroneDigital.co may, at its sole discretion, opt to defer all or a portion of the Service Fee for a given Job until Client makes final payment for that Job.
DroneDigital.co shall have the right to collect the DroneDigital.co Service Fee directly from the funds that Client provides to the Pilot through an Approved Payment Mechanism.
From time to time, DroneDigital.co may, at its sole discretion, choose to offer Pilots discounts on the Service Fee or a credit towards the Service Fee. Unless DroneDigital.co states in writing otherwise, all Service Fees are final and nonrefundable.
12. Failure to Pay
If Client becomes responsible under this Agreement to make any payments to DroneDigital.co and fails to pay such amounts when due, Client shall be responsible to DroneDigital.co for all amounts due, plus any applicable processing fees, charges or penalties, collection costs (including but not limited to attorneys’ fees), and interest on the unpaid amount at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law. In its discretion, and without limiting its other available remedies, DroneDigital.co may setoff amounts due from Client against amounts received from or held for Client, and may make appropriate reports to credit reporting agencies.
Without limiting the generality of the foregoing or the availability of other remedies, in the event that Client fails to make any payment to DroneDigital.co when due, Client consents to (a) DroneDigital.co directing any Payment Processor to withhold payments, or any portion thereof, otherwise due to Client, and to pay withheld amounts to DroneDigital.co to setoff, in whole or in part, amounts owed to DroneDigital.co; (b) Payment Processor complying with such direction; and (c) DroneDigital.co or Payment Processor charging any Client credit cards, bank accounts, or other payment methods or sources available to DroneDigital.co amounts due from Client.
13. Feedback and Reputation Management
DroneDigital.co provides its feedback and reputation management system as a service to Client and other Users, through which Users can express their opinions and experiences publicly about other Users. DroneDigital.co does not monitor or censor these statements, or investigate any remarks posted by Users for accuracy. Client acknowledges and agrees that the Site may contain publicly available comments and feedback about Client from other Users with whom Client has transacted or interacted through and in connection with the Site. Client acknowledges that feedback results for Client may consist of comments and ratings left by other Users that are or that Client perceives as negative. Client also acknowledges and agrees that DroneDigital.co may (but shall have no obligation to) calculate composite feedback numbers, scores, or other ratings based on User feedback. Client acknowledges and agrees that in no event shall DroneDigital.co be responsible or liable for, and Client releases DroneDigital.co and holds DroneDigital.co harmless from, any claims that Client might have as a result of any other User’s comments or feedback about Client, or any scores, numbers, ratings or other data or information derived from User comments or feedback, even if that information is defamatory or otherwise legally actionable.
Client understands and agrees that Client may be held legally responsible to other Users, DroneDigital.co, or third parties as a result of comments or feedback that Client submits to the Site. Any effort to falsify feedback, or to manipulate or coerce another User by threatening negative feedback or offering to sell or buy goods or services in exchange for feedback is in violation of this Agreement, and may expose Client to liability. Other actions that constitute an abuse of the reputation management system and a violation of this Agreement include, but are not limited to, submitting to the feedback system links, profanity, or inappropriate content, and contacting Users to provide direct feedback about other Users with whom Client has interacted, whether or not that feedback is negative.
DroneDigital.co shall at all times have the right, in its sole discretion, to maintain, modify, or delete statements, feedback, comments, or ratings, although shall have no obligation to do so.
DroneDigital.co shall at all times have the right, in its sole discretion, to determine how search algorithms through the Site will function, including but not limited to determining the manner in which Pilots and Pilots’ portfolios rank and are listed in response to User searches, and which Job Requests Pilots are able to view or respond to.
Client agrees that by entering into this Agreement, Client, for Client and Client’s predecessors, successors, and assigns (together, the “Client Releasors”), releases and forever discharges DroneDigital.co and its predecessors, successors, assigns, agents, officers, directors, employees subsidiaries, parents, affiliates, attorneys, contractors, and suppliers (together, the “DroneDigital.co Releasees”) from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Client Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, excluding the right of Client to enforce this Agreement according to its terms.
In addition, without limiting the generality of the foregoing, Client, for the Client Releasors, specifically releases and forever discharges the DroneDigital.co Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether now known or unknown, liquidated or unliquidated, that any of the Client Releasors has, may have, has asserted, or could have asserted, of any nature arising out of or in any way connected with any disputes Client may have with any other User of the Site.
In addition, Client agrees that each time it logs into or uses the Site, Client thereby reaffirms and restates the releases in the previous two paragraphs, such that Client is, upon each log in or use, on behalf of the Client Releasors, releasing and forever discharging the DroneDigital.co Releasees from and against all actions, causes of action, claims, suits, debts, damages, judgments, liabilities, rights, contracts, obligations, and demands, whether known or unknown, liquidated or unliquidated, that any of the Client Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, through the date of such log in or use, excluding the right of Client to enforce this Agreement according to its terms.
16. Client Conduct and Content
Client agrees to be solely responsible for Client’s conduct and activities on and regarding the Site and any and all data, text, information, usernames, graphics, images, photographs, profiles, audio, video, items, and links that Client submits, posts, or displays on or in connection with the Site (together, “Content”). Client will not: (i) post false, inaccurate, misleading, obscene, or defamatory content; (ii) falsely state or otherwise misrepresent Client’s affiliation with any person or entity, through for example, the use of similar email addresses or names, or the creation of false account(s); (iii) infringe upon or misappropriate any person’s or entity’s copyright, patent, trademark, trade secret or other proprietary or intellectual property rights or rights of publicity or privacy; (iv) transmit any code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (v) modify, adapt or hack the Site or falsely imply that any other website is associated with DroneDigital.co; or (vi) purport to create any liability for DroneDigital.co to any third party or cause DroneDigital.co to lose (in whole or in part) the services of DroneDigital.co’s ISPs or other suppliers.
17. License to DroneDigital.co
18. WARRANTY DISCLAIMER
DroneDigital.co MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH REGARD TO DroneDigital.co’S SERVICES, WORK PRODUCTS, DroneDigital.co RESOURCES, THE SITE, ANY ACTIVITIES OR ITEMS RELATED TO THIS AGREEMENT, OR BUSINESS CONDUCTED OR PURCHASES MADE WITH THE ASSISTANCE OF DroneDigital.co, ALL OF WHICH ARE PROVIDED “AS IS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, DroneDigital.co DISCLAIMS ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS AND WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, CLIENT AGREES THAT NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY USER FROM DroneDigital.co SHALL CREATE ANY WARRANTY OF ANY KIND NOT EXPRESSLY MADE HEREIN.
DroneDigital.co MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING OTHER USERS OR THEIR WORK, INCLUDING BUT NOT LIMITED TO REPRESENTATIONS OR WARRANTIES CONCERNING THE SAFETY OF PROJECTS OR USERS’ CAPABILITIES, HONESTY, RELIABILITY, TRUSTWORTHINESS, OR ABILITIES TO PAY.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DroneDigital.co DOES NOT WARRANT OR REPRESENT THAT YOUR USE OF THE SITE OR INTERACTIONS WITH OTHER USERS, OR PROJECTS WILL BE SAFE. YOU UNDERSTAND AND AGREE THAT DroneDigital.co DOES NOT ASSUME, AND EXPRESSLY DISCLAIMS, ANY RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES TO, OR VIRUSES OR OTHER MALWARE THAT MAY INFECT, YOUR EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO OR USE OF THE SITE. YOU FURTHER UNDERSTAND AND AGREE THAT DroneDigital.co DOES NOT ASSUME AND EXPRESSLY DISCLAIMS, ANY RESPONSIBILITIY OR LIABILITY FOR ANY DAMAGE OR HARM THAT ANY PROJECT CAUSES TO ANY PROPERTY OR PERSON.
19. LIMITATION OF LIABILITY
IN NO EVENT SHALL DroneDigital.co, OR ITS SUBSIDIARIES, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, OR INCIDENTAL, ARISING OUT OF OR RELATING TO DroneDigital.co’S SERVICES, YOUR USE OF DroneDigital.co’S SERVICES OR THE SITE, THE CONDUCT OF ANY USER (WHETHER TORTIOUS OR OTHERWISE) IN CONNECTION WITH THE USE OF THE SITE BY YOU OR ANY OTHER USER, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, OR EMOTIONAL DISTRESS. NOTHING IN THIS PARAGRAPH IS INTENDED TO ELIMINATE THE RIGHTS EXPRESSLY GIVEN TO YOU BY.
TO THE EXTENT DroneDigital.co IS EVER DETERMINED TO BE LIABLE TO YOU NOTWITHSTANDING THE FOREGOING, YOU AGREE THAT DroneDigital.co’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF DroneDigital.co’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF PROJECT FEES PAID BY YOU, OR BY PILOTS AS A RESULT OF COMPLETED PROJECTS THAT YOU PURCHASED, TO DroneDigital.co IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR (B) $100.
THESE LIMITATIONS SHALL APPLY TO ANY LIABILITY ARISING FROM ANY CAUSE OF ACTION WHATSOEVER, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF DroneDigital.co IS ADVISED OF THE POSSIBILITY OF SUCH COSTS OR DAMAGES, AND EVEN IF THE LIMITED REMEDIES PROVIDED HEREIN FAIL OF THEIR ESSENTIAL PURPOSE. IN NO EVENT SHALL DroneDigital.co BE LIABLE TO YOU, AND YOU WAIVE ANY RIGHT TO SEEK FROM DroneDigital.co, CONSEQUENTIAL OR SPECIAL DAMAGES.
Client agrees to indemnify and hold DroneDigital.co and DroneDigital.co’s parents, subsidiaries, affiliates, officers, directors, consultants, suppliers, contractors, agents and employees harmless from any loss, expense, and damage, including but not limited to reasonable attorneys’ fees, arising out of or relating in any way to any claim or demand made, asserted, or threatened by any other person or entity and that arises out of or relates to Client’s conduct or failure to act, Client’s use of DroneDigital.co’s services, or Client’s use of the Site, including but not limited to claims or demands relating to Client’s breach of this Agreement, failure to pay for a Job in accordance with a Job Agreement, violation or alleged violation of others’ intellectual property rights, violation or alleged violation of any other rights of another, and violation or alleged violation of any law or regulation.
21. No Guarantee
DroneDigital.co may, in its sole discretion, remove, cease operating, change the functionality of, or otherwise modify its services and the Site at any time.
DroneDigital.co does not guarantee continuous, uninterrupted, ongoing access to the Site or any of the Site’s features, and operation of the Site may be interfered with or eliminated entirely by numerous factors outside DroneDigital.co’s control or at DroneDigital.co’s sole discretion.
22. Legal Compliance
Client agrees to comply with all applicable domestic and international laws when using and in relation to DroneDigital.co’s Service or the Site.
23. No Agency
Client understands and agrees that Client and DroneDigital.co are independent entities, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this Agreement, or by the operation of the DroneDigital.co Service or the Site.
Client further understands and agrees that DroneDigital.co is independent from all other Users, and that no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created between DroneDigital.co and any other User by virtue of any other User’s agreements with DroneDigital.co, or by the operation of the DroneDigital.co Service or the Site.
24. Choice of Law
This Agreement shall be interpreted and governed by the internal laws of the Rhode Island, without regard to conflict of laws principles.
25. ARBITRATION AGREEMENT
ALL DISPUTES CONCERNING OR ARISING OUT OF THIS AGREEMENT, INCLUDING WHETHER A DISPUTE IS SUBJECT TO ARBITRATION, SHALL BE RESOLVED BY BINDING ARBITRATION BEFORE A SINGLE ARBITRATOR AND ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”), USING THE THEN-CURRENT APPLICABLE AAA RULES. THE LOCATION OF THE ARBITRATION SHALL BE THE AAA OFFICE IN PROVIDENCE, RHODE ISLAND, OR ANOTHER LOCATION IN RHODE ISLAND CHOSEN BY THE AAA OR THE ARBITRATOR.
THE FEDERAL ARBITRATION ACT, AS IN EFFECT AT THE TIME OF ANY ARBITRATION DEMAND, SHALL APPLY TO ANY ARBITRATION PURSUANT TO THIS AGREEMENT.
THE PARTIES SHALL EACH BEAR THEIR OWN EXPENSES RELATED TO ANY ARBITRATION. THE COSTS OF THE ARBITRATION TRIBUNAL, INCLUDING THE ARBITRATOR’S AND THE AAA’S FEES, SHALL BE SHARED EQUALLY BETWEEN THE PARTIES, REGARDLESS OF WHICH PARTY PREVAILS. EACH PARTY TO THE ARBITRATION SHALL BEAR ITS OWN LEGAL FEES, REGARDLESS OF WHICH PARTY PREVAILS. THE ARBITRATOR SHALL NOT AWARD ANY MULTIPLE OR PUNITIVE DAMAGES, REGARDLESS OF WHICH PARTY PREVAILS. NOTWITHSTANDING ANYTHING TO THE CONTRARY PERMITTED BY THE APPLICABLE RULES OF THE AAA, ANY ARBITRATION PURSUANT TO THIS AGREEMENT SHALL INVOLVE CLIENT AND DroneDigital.co ONLY IN THEIR INDIVIDUAL CAPACITIES, SHALL NOT BE CONSOLIDATED WITH ANY OTHER ARBITRATIONS, AND SHALL NOT BE ARBITRATED AS A CLASS OR OTHER FORM OF REPRESENTATIVE ACTION. CLIENT AGREES NOT TO PARTICIPATE IN ANY ARBITRATION RELATED TO OR ARISING FROM THIS AGREEMENT AS A CLAIMANT OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION.
ANY ACTION TO CONFIRM AN ARBITRATION AWARD PURSUANT TO THIS AGREEMENT SHALL BE BROUGHT ONLY IN A COURT OF COMPETENT JURISDICTION WITHIN SOUTH COUNTY, RHODE ISLAND. DroneDigital.co AND CLIENT AGREE TO SUBMIT TO THE JURISDICTION OF ANY SUCH COURT, WAIVING ANY OBJECTION BASED ON PERSONAL JURISDICTION OR VENUE.
AT LEAST FORTY-FIVE (45) DAYS PRIOR TO EITHER PARTY INITIATING ANY ARBITRATION PURSUANT TO THIS AGREEMENT, THAT PARTY SHALL SEND TO THE OTHER PARTY A WRITTEN DEMAND DESCRIBING THE NATURE OF THE DISPUTE AND SETTING FORTH A PROPOSED RESOLUTION. THE PARTIES SHALL THEN ATTEMPT TO NEGOTIATE IN GOOD FAITH TO RESOLVE THE DISPUTE.
You understand and agree that DroneDigital.co disclaims all responsibility and liability for, and you shall not seek to hold DroneDigital.co liable for, the quality, content, nature, or reliability of other sites accessible by hyperlink from the Site, of sites linking to the Site, or of sites framing the Site (together, “Linked Sites”). Linked Sites are not under the control of DroneDigital.co, and DroneDigital.co shall have no responsibility for the content of any Linked Site or any link contained in a Linked Site. The inclusion of any link on the Site does not imply any affiliation, endorsement, or adoption by DroneDigital.co of a Linked Site or any information contained therein.
When leaving the Site for another site, you should be aware that this Agreement may not govern your use of the other site, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that other site.
27. Electronic Communication
Client consents to receive communications from DroneDigital.co electronically, by email, posting on the Site, or messages to Client through the Site. Client agrees that all notices, communications, deliveries, or process shall be deemed delivered to and served on Client upon emailing, posting, or sending through the Site, regardless of whether such notices, communications, deliveries, or process actually reach or are read by Client. Client waives any formal service or hard-copy delivery rights with respect to any communication, notices, deliveries or process arising out of or relating to the DroneDigital.co Service or the Site. DroneDigital.co may read all correspondence posted to the Site and download or access, and test (if necessary), all uploaded files, programs and websites related to your use of the Site for the purpose of investigating fraud, regulatory compliance, risk management and other related purposes.
28. Access Subject to Local Restrictions
The Site is not directed at or intended for use by any person located in any jurisdiction where the Site’s content or functionality is illegal or permitted only with necessary licenses or authorizations that DroneDigital.co has not obtained. You agree not to access or use the site in any such location and that you are responsible for determining whether use of the Site is permitted in your location.
29. Entire Agreement
DroneDigital.co may modify the Agreement at any time, in its sole discretion, by posting an amended Agreement on the Site. Unless otherwise indicated on the Site, any modifications shall be effective immediately. You agree that any such modifications shall be effective and that your continued use of the Site or the DroneDigital.co Services after any modification will be governed by this Agreement as modified. DroneDigital.co may, but in no event shall it be required to, provide you notice of any modification by email or other form of communication. Except modifications that DroneDigital.co makes pursuant to this Section, or as otherwise agreed between you and DroneDigital.co in a writing signed by both you and DroneDigital.co, no other modifications to this Agreement shall be permitted. DroneDigital.co may terminate the Agreement at any time, in its sole discretion, by providing you notice of termination or by ceasing to operate the Site.
In the event that this Agreement is terminated, the following Sections shall survive any such termination and remain in effect: 5 (Limited License and Restrictions on Use), 6 (General Pilot Performance), 7 (Communications with Users), 9 (Disintermediation), 10 (Payments), 12 (Failure to Pay), 14 (Feedback and Reputation Management), 16 (Release), 17 (Pilot Conduct and Content), 18 (License to DroneDigital.co), 19 (Warranty Disclaimer), 20 (Limitation of Liability), 21 (Indemnity), 23 (Legal Compliance), 24 (No Agency), 26 (Arbitration Agreement), 28 (Electronic Communications).
If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions shall remain enforceable.
DroneDigital.co may assign this Agreement in its sole discretion. Client may not assign this Agreement or any of Client’s rights or obligations, without DroneDigital.co’s prior written consent.
The failure or delay of either party to exercise or enforce any right or claim does not constitute a waiver of such right or claim.
33. Notice and Procedure for Making Claims of Copyright Infringement
If you believe that your work has been copied and posted on our Site in a way that constitutes copyright infringement, please provide us with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our Site; (iv) your address, telephone number, and email address; (v) a written 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 owner or authorized to act on the copyright owner’s behalf. DroneDigital.co’s copyright agent to whom you should provide such information is PrecisionHawk. You can submit this information electronically to support@DroneDigital.co