DronSolution Pilot’s Network - Terms and Conditions
DronSolution Pilot’s Network
Terms and Conditions
Last Updated on 25.10.2020.
This Terms and Conditions (this “Agreement”) is made and entered by and between DronSolution d.o.o., corporation with its principal place of business at 71000 Sarajevo, Privredni grad Skenderija, Terezija bb (the “Company”) and “Pilot” (each herein referred to individually as a “Party,” or collectively as the “Parties”).
Pilot’s use of the services offered by Company as well, or, signing up to use such services offered by Company, or submiting on-line form „Registration – DronSolution Pilot's Network constitute acceptance of this Agreement.
This Agreement contains terms and conditions that are applicable to all Pilots, as well as a additional terms and conditions that apply to Pilots engaging in Paid Missions for DronSolution service users (“Partners”).
A. Terms and Conditions for all Pilots
1. Agreement to DronSolution Standard Terms of Service.
Pilot agrees to all terms, provisions and agreements set forth in the DronSolution Standard Terms of Service (http://www.dronsolution.com/terms) are hereby incorporated herein by reference with the same force and effect as though fully set forth herein. To the extent that the terms set forth in this Agreement are inconsistent with the terms of the DroneSolution Standard Terms of Service terms, the terms set forth in this Agreement shall apply.
2. Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." THE COMPANY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, THE COMPANY MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
3. Limitation of Liability
IN NO EVENT SHALL COMPANY BE LIABLE TO THE PILOT OR TO ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOST PROFITS OR LOSS OF BUSINESS, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY OF LIABILITY, REGARDLESS OF WHETHER COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT SHALL COMPANY’S LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNTS PAID BY COMPANY TO THE CONTRACTOR UNDER THIS AGREEMENT FOR THE SERVICES, DELIVERABLES OR INVENTION GIVING RISE TO SUCH LIABILITY.
4. Miscellaneous
4.1 Governing Law; Consent to Personal Jurisdiction. This Agreement shall be governed by the laws of the State of Bosnia and Herzegovina, without regard to the conflicts of law provisions of any jurisdiction. To the extent that any lawsuit is permitted under this Agreement, the Parties hereby expressly consent to the personal and exclusive jurisdiction and venue of the state and federal courts located in Bosnia and Herzegovina.
4.2 Assignability. This Agreement will be binding upon Pilot’s heirs, executors, assigns, administrators, and other legal representatives, and will be for the benefit of the Company, its successors, and its assigns. There are no intended third-party beneficiaries to this Agreement, except as expressly stated. Except as may otherwise be provided in this Agreement, Pilot may not sell, assign or delegate any rights or obligations under this Agreement. Notwithstanding anything to the contrary herein, Company may assign this Agreement and its rights and obligations under this Agreement to any successor to all or substantially all of Company’s relevant assets, whether by merger, consolidation, reorganization, reincorporation, sale of assets or stock, change of control or otherwise.
4.3. Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter herein and supersedes all prior written and oral agreements, discussions, or representations between the Parties. Pilot represents and warrants that he/she is not relying on any statement or representation not contained in this Agreement. To the extent any terms set forth in any exhibit or schedule conflict with the terms set forth in this Agreement, the terms of this Agreement shall control unless otherwise expressly agreed by the Parties in such exhibit or schedule.
4.4. Headings. Headings are used in this Agreement for reference only and shall not be considered when interpreting this Agreement.
4.5. Severability. If a court or other body of competent jurisdiction finds, or the Parties mutually believe, any provision of this Agreement, or portion thereof, to be invalid or unenforceable, such provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder of this Agreement will continue in full force and effect.
4.6. Modification, Waiver. No modification of or amendment to this Agreement, nor any waiver of any rights under this Agreement, will be effective unless in a writing signed by the Parties. Waiver by the Company of a breach of any provision of this Agreement will not operate as a waiver of any other or subsequent breach. However, Company reserves the right to update and change this Agreement. Any use of the service offered by Company after such changes and amendments constitute acceptance to the changes and amendments.
4.7. Notices. Any notice or other communication required or permitted by this Agreement to be given to a Party shall be in writing and shall be deemed given (i) if delivered personally or by commercial messenger or courier service, or (ii) if mailed by registered or certified mail (return receipt requested), to the Party at the Party’s address written below or at such other address as the Party may have previously specified by like notice.
4.8. Attorneys’ Fees. In any court action at law or equity that is brought by one of the Parties to this Agreement to enforce or interpret the provisions of this Agreement, the prevailing Party will be entitled to reasonable attorneys’ fees, in addition to any other relief to which that Party may be entitled.
B. Additional Terms and Conditions Applicable to Pilots as Contractors
DronSolution provides commercial opportunities for Pilots to engage in paid missions of DronSolution costumers and partners.
In order to accept a Paid Mission, the Pilot also agrees to the following additional terms and conditions:
The Company desires to retain Pilot (“Contractor”) as an independent contractor to perform contractor services for the Company, and Contractor is willing to perform such services, on the terms described below. In consideration of the mutual promises contained herein, the Parties agree as follows:
1. Eligibility
1.1 Additional Eligibility Terms.In addition to the Eligibility terms listed in the DronSoltion Standard Terms of Service, in order to be eligible for Paid Missions, Contractor represents and warrants that a) Contractor has full power and authority to enter into this Agreement and perform the obligations thereunder; b) Contractor will comply with all applicable laws in Contractor’s performance of this Agreement, including holding and complying with all permits, licenses, registrations, airspace authorizations, and other governmental authorizations necessary to provide the services in this Agreement.
1.2 Insurance. Contractor also represents and warrants that Contractor maintains adequate liability insurance that provides protection against bodily injury and property damage to third parties at levels of coverage that satisfy the minimum requirements to operate a drone necessary to provide the services in this Agreement. Furthermore, Contractor agrees to provide Company a copy of the insurance policy, policy declarations, proof of insurance identification card, and proof of premium payment required in this Section B.1.2 upon request.
2. Services and Compensation
2.1 General.Contractor shall perform the Paid Missions provided by Company, its third party contractors, affiliates and partners for the Company (or its designee), and the Company agrees to pay Pilot the compensation for Pilot’s performance of the Paid Missions.The Paid Missions will include, but will not be limited to, the following: aerial imagery and video collection; online delivery of imagery and video. Pilot will perform Paid Missions for the Company on a project-by-project basis, and each Project shall be mutually agreed upon between Contractor and the Company in advance of each Paid Mission. Each Paid Mission shall contain at a minimum a detailed description of the services to be performed and any deliverables to be provided, and together with this Agreement (but separate and apart from any other Paid Mission), shall collectively constitute the entire agreement for such Paid Mission.
2.2 Acceptance and Compensation. The Company will pay Contractor job amount listed on schedule upon delivery by the Contractor and acceptance by the Company of aerial imagery and video collection. Acceptance includes final confirmation that delivery of outputs meet the defined scope of work and service as requested by the Company or their Partners. All payments and benefits provided for under this Agreement are intended to be exempt from additional taxation in any way, and for any ambiguities or ambiguous conditions, interpretations of state laws and financial regulations of the Treasury will be accepted.
3. Confidentiality
3.1 Definition of Confidential Information.“Confidential Information” means any non-public information that relates to the actual or anticipated business and/or products, research or development of the Company, its affiliates or subsidiaries, or to the Company’s, its affiliates’ or subsidiaries’ technical data, trade secrets, or know-how, including, but not limited to, research, product plans, or other information regarding the Company’s, its affiliates’ or subsidiaries’ products or services and markets therefor, customer lists and customers (including, but not limited to, customers of the Company on whom Contractor called or with whom Contractor became acquainted during the term of this Agreement), software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, and other business information disclosed by the Company, its affiliates or subsidiaries, either directly or indirectly, in writing, orally or by drawings or inspection of premises, parts, equipment, or other property of Company, its affiliates or subsidiaries. Notwithstanding the foregoing, Confidential Information shall not include any such information which Contractor can establish (i) was publicly known or made generally available prior to the time of disclosure to Contractor; (ii) becomes publicly known or made generally available after disclosure to Contractor through no wrongful action or inaction of Contractor; or (iii) is in the rightful possession of Contractor, without confidentiality obligations, at the time of disclosure as shown by Contractor’s then-contemporaneous written records.
3.2. Nonuse and Nondisclosure. During and after the term of this Agreement, Contractor will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Contractor will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the Company, or (ii) disclose the Confidential Information to any third party without the prior written consent of an authorized representative of Company, except that Contractor may disclose Confidential Information to the extent compelled by applicable law; provided however, prior to such disclosure, Contractor shall provide prior written notice to Company and seek a protective order or such similar confidential protection as may be available under applicable law. Contractor agrees that no ownership of Confidential Information is conveyed to the Contractor. Without limiting the foregoing, Contractor shall not use or disclose any Company property, intellectual property rights, trade secrets or other proprietary know-how of the Company to invent, author, make, develop, design, or otherwise enable others to invent, author, make, develop, or design identical or substantially similar designs as those developed under this Agreement for any third party. Contractor agrees that Contractor’s obligations under this Section B.3.2 shall continue after the termination of this Agreement.
3.3. Other Client/Partner Confidential Information. Contractor agrees that Contractor will not improperly use, disclose, or induce the Company to use any proprietary information or trade secrets of any former or concurrent employer of Contractor or other person or entity with which Contractor has an obligation to keep in confidence. Contractor also agrees that Contractor will not bring onto the Company’s premises or transfer onto the Company’s technology systems any unpublished document, proprietary information, or trade secrets belonging to any third party unless disclosure to, and use by, the Company has been consented to in writing by such third party.
3.4. Third Party Confidential Information. Contractor recognizes that the Company has received and in the future will receive from third parties their confidential or proprietary information subject to a duty on the Company’s part to maintain the confidentiality of such information and to use it only for certain limited purposes. Contractor agrees that at all times during the term of this Agreement and thereafter, Contractor owes the Company and such third parties a duty to hold all such confidential or proprietary information in the strictest confidence and not to use it or to disclose it to any person, firm, corporation, or other third party except as necessary in carrying out the Services for the Company consistent with the Company’s agreement with such third party.
4. Ownership
4.1 Assignment. All text, photographs, images, videos, and other materials (“hereinafter collectively referred to as ‘Content’”) submitted to the Company become the exclusive property of the Company. By submitting any Content, the Contractor hereby agrees that the Content is a “Work For Hire” and the sole property of the company, and to the extent that any Content is not a “Work for Hire”, Contractor agrees to irrevocably assign and transfer to the Company and its successors and assigns, all rights, title, and interest in and to the Content. This assignment includes, but it is not limited to, all worldwide copyrights in and to the Content, and the right to use, assign, distribute, sell, modify, edit, adapt, dispose, electronically alter, and otherwise make use of the Content the Contractor submit to the Company. The Contractor warrants to the Company that the Contractor has all rights to the Content, and that the Contractor will indemnify the Company for any loss relating from a breach of this warranty and defend the Company against claims regarding the same.
4.2 Moral Rights. Any assignment to the Company of Content includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, Contractor agrees to waive and agree not to enforce any and all Moral Rights, including, without limitation, any right to identification of authorship or limitation on subsequent modification that Contractor may have in the assigned Inventions.
5. Conflicting ObligationsContractor represents and warrants that Contractor has no agreements, relationships, or commitments to any other person or entity that conflict with the provisions of this Agreement, Contractor’s obligations to the Company under this Agreement, and/or Contractor’s ability to perform the Services. Contractor will not enter into any such conflicting agreement during the term of this Agreement.
6. Return of Company MaterialsUpon the termination of this Agreement, or upon Company’s earlier request, Contractor will immediately deliver to the Company, and will not keep in Contractor’s possession, recreate, or deliver to anyone else, any and all Company property, including, but not limited to, Confidential Information, tangible embodiments of the Inventions, all devices and equipment belonging to the Company, all electronically-stored information and passwords to access such property, those records maintained and any reproductions of any of the foregoing items that Contractor may have in Contractor’s possession or control.
7. Reports
Contractor agrees that Contractor will periodically keep the Company advised as to Contractor’s progress in performing the Services under this Agreement. Contractor further agrees that Contractor will, as requested by the Company, prepare written reports with respect to such progress. The Company and Contractor agree that the reasonable time expended in preparing such written reports will be considered time devoted to the performance of the Services.
8. Term and Termination
8.1 Term.The term of this Agreement will commence on the date accepted and submitted “Registration – DronSolution Pilot’s Network” by you and shall continue until terminated as set forth herein.
8.2 Termination. Either party may terminate this Agreement without cause at any time upon seven (7) days prior written notice to the other party. In addition, Company may terminate this Agreement immediately and without prior notice if (i) Contractor refuses to or is unable to perform the Services or is in breach of any material provision of this Agreement; (ii) in the event Contractor no longer qualifies, under applicable law or the standards and policies of Company, to provide services for Paid Missions or as otherwise set for in this Agreement.
8.3 Survival. Upon any termination, all rights and duties of the Company and Contractor under this Section B (Additional Terms and Conditions Applicable to Pilots as Contractor) toward each other shall cease except the Company will pay, within thirty (30) days after the effective date of termination, all uncontested amounts owing to Contractor for Services completed and accepted by the Company prior to the termination date and related reimbursable expenses, if any, submitted in accordance with the Company’s policies; and the DroneSolution Standard Terms of Service, Section A (Terms and Conditions for all Pilots), Section B.1 (Eligibility), Section B.3 (Confidentiality), Section B.4 (Ownership), B.6 (Return of Company Materials), B.8.3 (Survival), B.9 (Indemnification), B.10 (Nonsolicitation), shall survive the termination of this Agreement.
9. Independent Contractor; Benefits
9.1. Independent Contractor.It is the express intention of the Company and Contractor that Contractor perform the Services as an independent contractor to the Company. Nothing in this Agreement shall in any way be construed to constitute Contractor as an agent, employee or representative of the Company. Without limiting the generality of the foregoing, Contractor is not authorized to bind the Company to any liability or obligation or to represent that Contractor has any such authority. Contractor agrees to furnish (or reimburse the Company for) all tools and materials necessary to accomplish this Agreement and shall incur all expenses associated with performance, except as expressly declared between Company and Contractor. Contractor acknowledges and agrees that Contractor is obligated to report as income all compensation received by Contractor pursuant to this Agreement. Contractor agrees to and acknowledges the obligation to pay all self-employment and other taxes on such income.
9.2. Benefits. The Company and Contractor agree that Contractor will receive no Company-sponsored benefits from the Company where benefits include, but are not limited to, paid vacation, sick leave, medical insurance etc.. If Contractor is reclassified by a state or federal agency or court as the Company’s employee, Contractor will become a reclassified employee and will receive no benefits from the Company, except those mandated by state or federal law, even if by the terms of the Company’s benefit plans or programs of the Company in effect at the time of such reclassification, Contractor would otherwise be eligible for such benefits.
10. Indemnification
Contractor agrees to indemnify and hold harmless the Company and its affiliates and their directors, officers and employees from and against all taxes, losses, damages, liabilities, costs and expenses, including attorneys’ fees and other legal expenses, arising directly or indirectly from or in connection with (i) any negligent, reckless or intentionally wrongful act of Contractor or Contractor’s assistants, employees, contractors or agents, (ii) a determination by a court or agency that the Contractor is not an independent contractor, (iii) any breach by the Contractor or Contractor’s assistants, employees, contractors or agents of any of the covenants contained in this Agreement and corresponding Confidential Information and Invention Assignment Agreement, (iv) any failure of Contractor to perform the Services in accordance with all applicable laws, rules and regulations, or (v) any violation or claimed violation of a third party’s rights resulting in whole or in part from the Company’s use of the Inventions or other deliverables of Contractor under this Agreement.
11. Nonsolicitation
To the fullest extent permitted under applicable law, from the date of this Agreement until twelve (12) months after the termination of this Agreement for any reason (the “Restricted Period”), Contractor will not, without the Company’s prior written consent, directly or indirectly, solicit any of the Company’s employees to leave their employment, or attempt to solicit employees of the Company, either for Contractor or for any other person or entity. Contractor will not, without the Company's prior written consent, directly or indirectly, solicit any of the Company's customers that are introduced to Contractor or attempt to solicit any of the Company's customers, either for Contractor or for any other person or entity. Contractor agrees that nothing in this Section 11 shall affect Contractor’s continuing obligations under this Agreement during and after this twelve (12) month period, including, without limitation, Contractor’s obligations under Section B.3.
End of contract.
