REMOTE PILOT AGREEMENT

 

Last Updated Date: August 14, 2018

Before you can initiate your planned remote piloting session (the “Remote Pilot Session”), you must read and accept this Remote Pilot Agreement (the “Agreement”) that sets forth the terms and conditions pursuant to which Teledrone, Inc. (“Teledrone”) offers you access to:

  • A selected drone from its collection of remotely accessible drones (“Drone”);
  • Teledrone’s proprietary software that allows you to remotely control the selected Drone and any footage (audio, video or images) captured via the Drone (the “Footage”) or any Hardware (“Software”); and
  • Any Teledrone hardware (including the Drones that you operate remotely) (“Hardware”) or other services that link to this Agreement, regardless of how you access or use them.

(the Products, the Software, the Footage and the Hardware and are referred to collectively as the “Teledrone Properties” and the services offered to you by Teledrone in connection with your Remote Pilot Session are collectively called, the “Service”)
PLEASE READ THIS AGREEMENT CAREFULLY.  IT CONSTITUTES A LEGAL AGREEMENT BETWEEN YOU AND TELEDRONE AND GOVERNS YOUR USE OF THE TELEDRONE PROPERTIES DURING YOUR SESSION.

ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO YOUR USE OF COMPANY PROPERTIES WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF NEW YORK, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

BY CLICKING ON THE “I ACCEPT” BUTTON, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH TELEDRONE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE . THE TERM “YOU” REFERS TO THE INDIVIDUAL IDENTIFIED AS THE REMOTE PILOT BEFORE INITIATING THE REMOTE PILOT SESSION. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU SHOULD NOT CLICK I AGREE AND NOT ENTER INTO THE REMOTE PILOT SESSION.

  1. Use of the Teledrone Properties.The Teledrone Properties are protected by intellectual property laws throughout the world and are the property of Teledrone and its licensors. Subject to the Agreement, Teledrone grants you a limited license to use the Teledrone Properties solely during the Remote Pilot Session and as specifically directed by Teledrone on its website at www.flythere.com and as directed by the Teledrone’s designated local drone operator (“Local Operator”).  Teledrone grants you a limited license non-transferable license to the Footage captured by you during your Remote Pilot Session.
  2. Necessary Equipment and Software.You must provide all equipment and software necessary to access the Remote Pilot Session from a user perspective as directed by Teledrone. You are solely responsible for any fees, including internet connection or mobile fees, that you incur when accessing the Teledrone Properties.  Not having the necessary equipment and software installed and the recommended internet connection may lead to you not being able to initiate a Remote Pilot Session and forfeiting any fees paid for such session.
  3. User Conduct.As a condition of use, you agree during your Remote Pilot Session not to use the Teledrone Properties for any purpose that is prohibited by this Agreement or by applicable law. You shall not (and shall not permit any third-party) to take any action that: (i) is unlawful; (ii) interferes with or attempts to interfere with the proper functioning of the Teledrone Properties or uses the Teledrone Properties in any way not expressly permitted by the Agreement or as directed by Teledrone or The Local Operator; or (iii) to attempt or engage in, any potentially harmful acts that are directed against the Teledrone Properties, including but not limited to, damaging or attempting to damage any Hardware, violating or attempting to violate any security features of the Teledrone Properties.
  4. Termination of Session and Revocation of Services: Teledrone and its agents reserve the right at any time to terminate your control of the Teledrone Properties and terminate any ongoing Remote Pilot Session without refund if they believe in good faith that your conduct is in contravention of this Agreement or there is a likelihood of any harm to the Teledrone Properties or any third person.
  5. Fees and Payment Terms.
    1. You agree to pay all fees or charges related to the use of the Teledrone Properties and the Remote Pilot Session in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. You must provide Teledrone with valid credit card (Visa, MasterCard, or any other issuer accepted by us) or our payment processor (“Payment Provider”). Your Payment Provider agreement governs your use of the designated credit card or PayPal account, and you must refer to that agreement and not the Agreement to determine your rights and liabilities. By providing Teledrone or our payment processor with your credit card number and associated payment information, you agree that Teledrone is authorized to immediately invoice you for all fees and charges due and payable to Teledrone hereunder and that no additional notice or consent is required. You agree to immediately notify Teledrone and our payment processor of any change in your billing address or the credit card used for payment hereunder. Teledrone reserves the right at any time to change its prices and billing methods, either immediately upon posting on the Teledrone Properties or by e-mail delivery to you.
    2. Third Party Payment Services Provider.Teledrone uses Stripe Inc., Calendly and other third party service providers for payment and scheduling services as its payment processor (“Third Party Service Providers”). By using the functionality offered by the Third Party Service Providers, you agree to be bound by the applicable Third Party Service Provider’s privacy policies and terms of use. You hereby consent to provide and authorize Teledrone, and any applicable Third Party Service Provider with the necessary and correct information required to complete the applicable transactions (i.e. payment, scheduling etc.).
    3. Teledrone’s fees are net of any applicable Sales Tax. If any Services, or payments for any Services, under the Agreement are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Teledrone, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Teledrone for any liability or expense we may incur in connection with such Sales Taxes. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Teledrone is permitted to pass to its customers that is) the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
    4. Free Trials and Other Promotions.Any free trial or other promotion must be used within the specified time of the trial. After the end of the trial period, any further use of the Service is prohibited unless you pay the applicable fee.
    5. You must notify us in writing within seven (7) days after receiving your credit card statement, if you dispute any of our charges on that statement or such dispute will be deemed waived. Billing disputes should be notified to the following address: 303 Spring Street, New York, NY 10013.
  6. You agree to indemnify and hold Teledrone, its parents, subsidiaries, affiliates, and its and their respective officers, directors, employees, and agents (collectively the “Teledrone Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: your use of the Services and/or Teledrone Properties in contravention of this Agreement or explicit instructions of Teledrone or the Local Operator . This provision does not require you to indemnify any Teledrone Party for any unconscionable commercial practice by such party, or for such party’s negligence, fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Teledrone Properties. You agree that the provisions in this section will survive the termination of the Remote Pilot Session, the Agreement, or your access to the Teledrone Properties.
  7. Disclaimer of Warranties.
    1. As Is.YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF THE TELEDRONE PROPERTIES IS AT YOUR SOLE RISK, AND THE TELEDRONE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. TELEDRONE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
      1. ANY CONTENT DOWNLOADED FROM OR OTHERWISE ACCESSED THROUGH THE TELEDRONE PROPERTIES IS ACCESSED AT YOUR OWN RISK, AND YOU SHALL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY OR PERSON, INCLUDING, BUT NOT LIMITED TO, YOUR COMPUTER SYSTEM AND ANY DEVICE YOU USE TO ACCESS THE TELEDRONE PROPERTIES, OR ANY OTHER LOSS THAT RESULTS FROM ACCESSING SUCH CONTENT.
      2. THE SERVICES MAY BE SUBJECT TO DELAYS, CANCELLATIONS AND OTHER DISRUPTIONS, SUCH AS INCLEMENT WEATHER. EXCEPT AS PROVIDED HEREIN, TELEDRONE MAKES NO WARRANTY, REPRESENTATION OR CONDITION WITH RESPECT TO SERVICES.
    2. Limitation of Liability.
      1. Disclaimer of Certain Damages.YOU UNDERSTAND AND AGREE THAT IN NO EVENT SHALL THE TELEDRONE PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES RESULTING FROM LOSS OF USE, ARISING OUT OF OR IN CONNECTION WITH THE TELEDRONE PROPERTIES, WHETHER OR NOT TELEDRONE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES ANDWHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A TELEDRONE PARTY FOR (A) DEATH OR PERSONAL INJURY CAUSED BY A TELEDRONE PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY A TELEDRONE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION. NOTWITHSTANDING THE FOREGOING, YOU MAY ONLY SEEK EXEMPLARY DAMAGES FOR ANY ACTION BY A TELEDRONE PARTY ACTUATED BY MALICE OR ACCOMPANIED BY A WANTON AND WILLFUL DISREGARD OF PERSONS WHO FORESEEABLY MIGHT BE HARMED.
      2. Cap on Liability.UNDER NO CIRCUMSTANCES WILL TELEDRONE PARTIES BE LIABLE TO YOU IN CONNECTION WITH ANY PARTICULAR REMOTE PILOT SESSION FOR MORE THAN THE GREATER OF (A) THE AMOUNT RECEIVED BY TELEDRONE AS A RESULT OF YOUR USE OF THE TELEDRONE PROPERTIES DURING SUCH REMOTE PILOT SESSION OR $10.00 (WHICHEVER IS HIGHER).
      3. Basis of the Bargain.THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN TELEDRONE AND YOU.
    3. The Agreement commence on when you click “I Accept” or the like  (as described in the preamble above) and shall remain in full force and effect through the Remote Pilot Session and thereafter expressly as set forth herein.
    4. International Users.Teledrone Properties and the Remote Pilot Sessions can be accessed from countries around the world and may contain references to Teledrone Properties that are not available in your country. These references do not imply that Teledrone intends to announce such Teledrone Properties in your country. The Teledrone Properties are controlled and offered by Teledrone from its facilities in the United States of America. Teledrone makes no representations that the Teledrone Properties are appropriate or available for use in other locations. Those who access or use the Teledrone Properties from other jurisdictions do so at their own volition and are responsible for compliance with local law.
    5. General Provisions.
      1. Electronic Communications.The communications between you and Teledrone use electronic means, whether you visit the Teledrone Properties or send Teledrone e-mails, or whether Teledrone posts notices on the Teledrone Properties or communicates with you via e-mail. For contractual purposes, you (1) consent to receive communications from Teledrone in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Teledrone provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.
      2. The Agreement, and your rights and obligations here under, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Teledrone’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
      3. Force Majeure.Teledrone shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.
      4. Governing Law and exclusive venue.The Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of New York, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Teledrone agree that all claims and disputes arising out of or relating to this Agreement will be litigated exclusively in the state or federal courts located in New York County, New York.
      5. Where Teledrone requires that you provide an e-mail address, you are responsible for providing Teledrone with your most current e-mail address. In the event that the last e-mail address you provided to Teledrone is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Teledrone’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Teledrone at the following address: 303 Spring Street, New York, NY 10013. Such notice shall be deemed given when received by Teledrone by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.
      6. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.
      7. If any provision of the Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of the Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
      8. Entire Agreement.The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.