1. Parties and Effective Date
This version of the Pilot 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) with users who wish to purchase your services (“Clients” and, together with you and other pilots, “Users”). On and through the Site, Clients may post open requests to invite bids or proposals from pilots for custom services (“Job Requests”). You may post information about your skills and past projects in your profile and submit bids or proposals in response to Job Requests (“Job Proposals”). Once a bid or proposal is accepted, Clients and you can communicate with each other to form an agreement whereby you will create and deliver a service (a “Job”) to the Client (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 “Pilot,” “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 Client or potential Client, as long as you open a separate account designated for Clients or potential Clients and agree to the terms of the separate agreement applicable to Clients (the “Client Agreement”).
4. Role of DroneDigital.co
You agree that by making a Job Proposal to another User of the Site, you are agreeing and intending to enter into a binding legal agreement with that User if and when that User accepts your proposal. 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 you, 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.
Pilot 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, licences, certificates, excemptions 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 Part 107 Remote Pilot Certificate or relevant CAA Certification of their regional operations 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 (except in your capacity as a Pilot transacting business with other Users within the purpose of the Site specified by Section 2 of this Agreement) 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.
6. General Pilot 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.
Pilot agrees to accurately represent the services that Pilot offers for sale on the Site, including but not limited to the Pilot’s capabilities. When Pilot lists a service, or makes a proposal to another User, on the Site that results in a Job Agreement, Pilot agrees and intends that by doing so, Pilot is entering into a binding agreement directly with that User, which Pilot will honor. DroneDigital.co is not a party to any Job Agreement or other agreements between or among Users. Pilot agrees that Pilot, not DroneDigital.co, will be the merchant of record for all transactions through the Site.
Pilot shall not enter into any Job Agreement with terms that would cause the Pilot to violate any of the provisions of this Agreement.
Pilot will deliver in accordance with the Job Agreement the Job purchased by another User unless that User fails to meet the terms of the Job Agreement.
Pilot shall not enter into any Job Agreement to provide services that require licenses that the Pilot has not obtained, as required by applicable laws or regulations to which they may be subject in the jurisdiction(s) in which they offer their services.
Pilot shall consistently provide service that results in a high level of Client satisfaction. This includes, but is not limited to, adhering to Job Agreements, as well as informal common-sense obligations to provide good service to Users; providing goods and services in a competent manner, of commercially reasonable quality, and in accordance with Pilot’s representations or promises concerning Pilot’s skills and abilities; communicating in a professional and timely manner with DroneDigital.co; and providing reasonable cooperation with DroneDigital.co’s efforts to ensure positive User experiences and customer satisfaction.
Pilot 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. Pilot 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.
Pilot 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 of this Agreement; an impersonation of another; or personal information of another, including but not limited to personal phone numbers, account numbers, personal addresses, or employer references.
Pilot 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 Pilot and Pilot’s account on the Site must be real and verifiable. Pilot shall at all times ensure that the information associated with the Pilot’s account is accurate and updated. DroneDigital.co may validate Pilot information at any time. Pilot 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 Pilot’s identity.
Pilot is solely responsible for ensuring and maintaining the secrecy and security of Pilot’s account information and password. Pilot agrees not to disclose Pilot’s password to, or allow the use of Pilot’s account by, any third party. Pilot agrees that Pilot shall be solely responsible for any use of the Pilot’s account or Pilot’s password, whether or not Pilot authorizes such use.
Pilot authorizes DroneDigital.co to run credit card authorizations on any credit cards provided by Pilot. Pilot may terminate Pilot’s DroneDigital.co membership and disable the Pilot’s account at any time. Pilot shall, however, remain bound by the terms of this Agreement even if Pilot disables Pilot’s account.
7. Communication with Users
All written communications relating to Jobs, transactions, or potential transactions between Pilot 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.
Pilot shall immediately notify DroneDigital.co if another User communicates in writing with Pilot other than through the Site.
When engaged in communications concerning Jobs, transactions, or potential transactions with other Users, Pilot shall regularly review and respond promptly to communications from such Users.
8. Submitting a Job Proposal to a Consumer
Pilot may submit a Job Proposal in response to a Job Request. All information provided in a Job Proposal must be true, accurate and complete. Pilot shall submit a Job Proposal for only Jobs that Pilot is competent and able to perform. DroneDigital.co reserves the right to (but in no event shall have the obligation to) verify any and all information provided on a Pilot’s profile, Job Proposal, or Job Agreement. By tendering a Job Proposal to a user, Pilot is attesting that Pilot has the skills, required license(s) if applicable and ability to perform the requested services by the deadline provided by the Job Agreement. Pilot will not submit Job Proposals for 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 Pilot’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 Pilot was introduced through or as a result of Pilot’s use of the Site. Pilot shall not engage in Disintermediation or request that another User engage in Disintermediation.
Pilot shall immediately notify DroneDigital.co if another User requests that Pilot engage in Disintermediation.
Pilot agrees that for all Jobs for which Pilot is entitled to payment from 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”). Pilot agrees to accept payments through any Approved Payment Mechanism, without discriminating among Approved Payment Mechanisms, and shall not accept payments from another User through any means other than an Approved Payment Mechanism. Pilot shall immediately notify DroneDigital.co if another User requests that Pilot accept a payment by any method other than an Approved Payment Mechanism.
Pilot shall, at Pilot’s own expense, take all steps necessary to enable Pilot to accept payments through all Approved Payment Mechanisms, 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. Pilot 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) Pilot shall comply with all terms and conditions imposed by any Payment Processor; (d) Pilot shall be responsible for and shall pay any fees charged to Pilot by a Payment Processor, credit card network, bank, or other financial institution, or otherwise imposed on Pilot as a result of payments made or received through an Approved Payment Mechanism; and (e) Pilot consents to DroneDigital.co or the Payment Processor deducting from any payment received for Pilot, and paying to DroneDigital.co, amounts that are due from Pilot 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
Pilot will pay DroneDigital.co a transaction-based fee for DroneDigital.co’s services and technology provided through the Site and otherwise (the “Service Fee”). For each Job Agreement, the Service Fee shall be equal to 8% of the total price that Pilot bills to the User with whom Pilot enters into the Job Agreement, excluding taxes and shipping or delivery costs. Pilot shall include in taxes only sales, use, or similar transaction-specific taxes that Pilot is required to collect and pay by virtue of the Job. Pilot shall include in shipping or delivery costs only Pilot’s actual out-of-pocket costs for shipping and delivery.
For each Job, the DroneDigital.co Service Fee shall be due immediately upon the Client’s first payment to Pilot, although DroneDigital.co may, at its sole discretion, opt to defer all or a portion of the DroneDigital.co Service Fee for a given Job until the Client makes final payment for that Job.
Pilot is solely responsible for paying all Service Fees and for collecting, reporting, and paying any applicable taxes in a timely manner.
DroneDigital.co shall have the right to collect the DroneDigital.co Service Fee directly from the funds provided by the paying Client through an Approved Payment Mechanism.
From time to time, DroneDigital.co may, at its sole discretion, choose to offer Pilot a discount 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.
Pilot authorizes DroneDigital.co to run credit card or other payment method authorizations on any credit cards, bank accounts, or other payment methods provided by Pilot; to store credit card, bank account, or other payment method details as Pilot’s method of payment for the Service Fee; and to charge Pilot’s credit card, bank account, or other payment method as payment for the Service Fee.
12. Failure to Pay
If Pilot fails to pay any amounts due under this Agreement, whether by canceling Pilot’s credit card, initiating a chargeback, or any other means, Pilot 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 Pilot against amounts received from or held for Pilot, 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 Pilot fails to make any payment to DroneDigital.co when due, Pilot consents to (a) DroneDigital.co directing any Payment Processor to withhold payments, or any portion thereof, otherwise due to Pilot, 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 Pilot credit cards, bank accounts, or other payment methods or sources available to DroneDigital.co amounts due from Pilot.
13. Failure to Deliver Jobs
It shall be a breach of this Agreement for Pilot to fail to deliver Jobs in a timely manner, as described in the Job Agreement, or otherwise in accordance with the Job Agreement. Upon such a failure, and without limiting any other available remedies, DroneDigital.co may, in its sole discretion, but in no event shall DroneDigital.co be obligated to, reimburse Clients for amounts paid to Pilot (a “DroneDigital.co Reimbursement”). In the event of a DroneDigital.co Reimbursement, Pilot agrees that it shall pay to DroneDigital.co, immediately upon demand, the amount of the DroneDigital.co Reimbursement, plus the Job Fee, any applicable processing fees, charges or penalties, interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowed by law, attorneys’ fees and other costs of collection as allowed by law.
14. Feedback and Reputation Management
DroneDigital.co provides its feedback and reputation management system as a service to Pilot 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.
Pilot acknowledges and agrees that the Site may contain publicly available comments and feedback about Pilot from other Users with whom Pilot has transacted or interacted through and in connection with the Site. Pilot acknowledges that feedback results for Pilot may consist of comments and ratings left by other Users that are or that Pilot perceives as negative. Pilot 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. Pilot acknowledges and agrees that in no event shall DroneDigital.co be responsible or liable for, and Pilot releases DroneDigital.co and holds DroneDigital.co harmless from, any claims that Pilot might have as a result of any other User’s comments or feedback about Pilot, 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.
Pilot understands and agrees that Pilot may be held legally responsible to other Users, DroneDigital.co, or third parties as a result of comments or feedback that Pilot 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 Pilot 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 Pilot 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 Pilot and Pilot’s portfolios rank and are listed in response to User searches, and which Job Requests Pilot is able to view or respond to.
Pilot agrees that by entering into this Agreement, Pilot, for Pilot and Pilot’s predecessors, successors, and assigns (together, the “Pilot 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 Pilot Releasors has, may have, has asserted, or could have asserted, of any nature and relating to any subject, excluding the right of Pilot to enforce this Agreement according to its terms.
In addition, without limiting the generality of the foregoing, Pilot, for the Pilot 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 Pilot Releasors has, may have, has asserted, or could have asserted, of any nature arising out of or in any way connected with any disputes Pilot may have with any other User of the Site.
In addition, Pilot agrees that each time it logs into or uses the Site, Pilot thereby reaffirms and restates the releases in the previous two paragraphs, such that Pilot is, upon each log in or use, on behalf of the Pilot 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 Pilot 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 Pilot to enforce this Agreement according to its terms.
17. Pilot Conduct and Content
Pilot agrees to be solely responsible for Pilot’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 Pilot submits, posts, or displays on or in connection with the Site (together, “Content”). Pilot will not: (i) post false, inaccurate, misleading, obscene, or defamatory content; (ii) falsely state or otherwise misrepresent Pilot’s affiliation with any person or entity, including but not limited to 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.
18. License to DroneDigital.co
19. 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, PILOT AGREES THAT NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY PILOT 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.
20. 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, AND EMOTIONAL DISTRESS.
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, PARENTS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONSULTANTS, CONTRACTORS, OR SUPPLIERS, SHALL BE LIMITED TO THE GREATER OF (A) THE AMOUNT OF PROJECT FEES PAID BY YOU 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.
Pilot 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 Pilot’s conduct or failure to act, Pilot’s use of DroneDigital.co’s services, or Pilot’s use of the Site, including but not limited to claims or demands relating to Pilot’s breach of this Agreement, failure to deliver 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.
22. 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.
23. Legal Compliance
Pilot agrees to comply with all applicable domestic and international laws when using and in relation to DroneDigital.co’s service or the Site.
24. No Agency
Pilot understands and agrees that Pilot 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.
Pilot 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.
25. Choice of Law
This Agreement shall be interpreted and governed by the internal laws of Rhode Island, without regard to conflict of laws principles.
26. 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 BUT NOT LIMITED 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 PILOT 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. PILOT 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 PILOT 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.
28. Electronic Communication
Pilot consents to receive communications from DroneDigital.co electronically, by email, posting on the Site, or messages to Pilot through the Site. Pilot agrees that all notices, communications, deliveries, or process shall be deemed delivered to and served on Pilot upon emailing, posting, or sending through the Site, regardless of whether such notices, communications, deliveries, or process actually reach or are read by Pilot. Pilot 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.
29. 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.
30. 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 the modified Agreement. 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), 13 (Failure to Deliver Jobs), 14 (Feedback and Reputation Management), 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. Pilot may not assign this Agreement or any of Pilot’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.
34. 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 David Brown. You can submit this information electronically to support@DroneDigital.co
35. Stripe Services Agreement
Payment processing services for clients on DroneDigital.co are provided by Stripe and are subject to the Stripe Connected Account Agreement
, which includes the Stripe Terms of Service
(collectively, the “Stripe Services Agreement”). By agreeing to this agreement or continuing to operate as a client on DroneDigital.co, you agree to be bound by the Stripe Services Agreement, as the same may be modified by Stripe from time to time. As a condition of DroneDigital.co enabling payment processing services through Stripe, you agree to provide DroneDigital.co accurate and complete information about you and your business, and you authorize [platform name] to share it and transaction information related to your use of the payment processing services provided by Stripe.