Website Terms & Conditions

Purchase Order Terms & Conditions

 

 

Website Terms & Conditions

Introduction

These terms and conditions govern your use of this website; by using this website, you accept these terms and conditions in full. If you disagree with these terms and conditions or any part of these terms and conditions, you must not use this website.

You must be at least 18 years of age to use this website. By using this website [and by agreeing to these terms and conditions] you warrant and represent that you are at least 18 years of age.

This website uses cookies. By using this website and agreeing to these terms and conditions, you consent to our Drone Dynamics’ use of cookies in accordance with the terms of Drone Dynamics’ Privacy Policy / Cookies Policy.

License to use Website

Unless otherwise stated, Drone Dynamics and/or its licensors own the intellectual property rights in the website and material on the website. Subject to the license below, all these intellectual property rights are reserved.

You may view, download for caching purposes only, and print pages from the website for your own personal use, subject to the restrictions set out below and elsewhere in these terms and conditions.

You must not:

  • republish material from this website (including republication on another website);
  • sell, rent or sub-license material from the website;
  • show any material from the website in public;
  • reproduce, duplicate, copy or otherwise exploit material on this website for a commercial purpose;
  • edit or otherwise modify any material on the website; or
  • redistribute material from this website [except for content specifically and expressly made available for redistribution].

Where content is specifically made available for redistribution, it may only be redistributed within your organization.

Acceptable Use

You must not use this website in any way that causes, or may cause, damage to the website or impairment of the availability or accessibility of the website; or in any way which is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity.

You must not use this website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software.

You must not conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to this website without Drone Dynamics’ express written consent.

You must not use this website to transmit or send unsolicited commercial communications.

You must not use this website for any purposes related to marketing without Drone Dynamics’ express written consent.

Restricted Access

Access to certain areas of this website is restricted. Drone Dynamics reserves the right to restrict access to client and employee portal areas of this website, or indeed this entire website, at Drone Dynamics’ discretion.

If Drone Dynamics provides you with a user ID and password to enable you to access restricted areas of this website or other content or services, you must ensure that the user ID and password are kept confidential.

Drone Dynamics may disable your user ID and password in Drone Dynamics’ sole discretion without notice or explanation.

User Content

In these terms and conditions, “your user content” means material (including without limitation text, images, audio material, video material and audio-visual material) that you submit to this website, for whatever purpose.

You grant to Drone Dynamics a worldwide, irrevocable, non-exclusive, royalty-free license to use, reproduce, adapt, publish, translate and distribute your user content in any existing or future media. You also grant to Drone Dynamics the right to sub-license these rights, and the right to bring an action for infringement of these rights.

Your user content must not be illegal or unlawful, must not infringe any third party’s legal rights, and must not be capable of giving rise to legal action whether against you or Drone Dynamics or a third party (in each case under any applicable law).

You must not submit any user content to the website that is or has ever been the subject of any threatened or actual legal proceedings or other similar complaint.

Drone Dynamics reserves the right to edit or remove any material submitted to this website, or stored on Drone Dynamics’ servers, or hosted or published upon this website.

Notwithstanding Drone Dynamics’ rights under these terms and conditions in relation to user content, Drone Dynamics does not undertake to monitor the submission of such content to, or the publication of such content on, this website.

No Warranties

This website is provided “as is” without any representations or warranties, express or implied. Drone Dynamics makes no representations or warranties in relation to this website or the information and materials provided on this website.

Without prejudice to the generality of the foregoing paragraph, Drone Dynamics does not warrant that:

  • this website will be constantly available, or available at all; or
  • the information on this website is complete, true, accurate or non-misleading.

Nothing on this website constitutes, or is meant to constitute, advice of any kind. If you require advice in relation to any [legal, financial or medical] matter you should consult an appropriate professional.

Limitations of Liability

Drone Dynamics will not be liable to you (whether under the law of contact, the law of torts or otherwise) in relation to the contents of, or use of, or otherwise in connection with, this website:

  • to the extent that the website is provided free-of-charge, for any direct loss;
  • for any indirect, special or consequential loss; or
  • for any business losses, loss of revenue, income, profits or anticipated savings, loss of contracts or business relationships, loss of reputation or goodwill, or loss or corruption of information or data.

These limitations of liability apply even if Drone Dynamics has been expressly advised of the potential loss.

Exceptions

Nothing in this website disclaimer will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit; and nothing in this website disclaimer will exclude or limit Drone Dynamics’ liability in respect of any:

  • death or personal injury caused by Drone Dynamics’ negligence;
  • fraud or fraudulent misrepresentation on the part of Drone Dynamics; or
  • matter which it would be illegal or unlawful for Drone Dynamics to exclude or limit, or to attempt or purport to exclude or limit, its liability.
Reasonableness

By using this website, you agree that the exclusions and limitations of liability set out in this website disclaimer are reasonable.

If you do not think they are reasonable, you must not use this website.

Other parties

You accept that, as a limited liability entity, Drone Dynamics has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against Drone Dynamics’ officers or employees in respect of any losses you suffer in connection with the website.

You agree that the limitations of warranties and liability set out in this website disclaimer will protect Drone Dynamics’ officers, employees, agents, subsidiaries, successors, assigns and sub-contractors as well as Drone Dynamics.

Unenforceable provisions

If any provision of this website disclaimer is, or is found to be, unenforceable under applicable law, that will not affect the enforceability of the other provisions of this website disclaimer.

Indemnity

You hereby indemnify Drone Dynamics and undertake to keep Drone Dynamics indemnified against any losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by Drone Dynamics to a third party in settlement of a claim or dispute on the advice of Drone Dynamics’ legal advisers) incurred or suffered by Drone Dynamics arising out of any breach by you of any provision of these terms and conditions, or arising out of any claim that you have breached any provision of these terms and conditions.

Breaches of these terms and conditions

Without prejudice to Drone Dynamics’ other rights under these terms and conditions, if you breach these terms and conditions in any way, Drone Dynamics may take such action as Drone Dynamics deems appropriate to deal with the breach, including suspending your access to the website, prohibiting you from accessing the website, blocking computers using your IP address from accessing the website, contacting your internet service provider to request that they block your access to the website and/or bringing court proceedings against you.

Variation

Drone Dynamics may revise these terms and conditions from time-to-time. Revised terms and conditions will apply to the use of this website from the date of the publication of the revised terms and conditions on this website. Please check this page regularly to ensure you are familiar with the current version.

Assignment

Drone Dynamics may transfer, sub-contract or otherwise deal with Drone Dynamics’ rights and/or obligations under these terms and conditions without notifying you or obtaining your consent.

You may not transfer, sub-contract or otherwise deal with your rights and/or obligations under these terms and conditions.

Severability

If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect. If any unlawful and/or unenforceable provision would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

Entire agreement

These terms and conditions, together with all referenced documentations, constitute the entire agreement between you and Drone Dynamics in relation to your use of this website, and supersede all previous agreements in respect of your use of this website.

Law and jurisdiction

These terms and conditions will be governed by and construed in accordance with Texas Law, and any disputes relating to these terms and conditions will be subject to the jurisdiction of the courts of Travis County, Texas.

Registrations and authorizations

Drone Dynamics is registered with the FAA and Texas Secretary of State. You can find the online version of the registration at www.dronedyn.com.

Drone Dynamics’ details

The full name of Drone Dynamics is Drone Dynamics LLC.

Drone Dynamics is registered in Travis County, Texas.

Drone Dynamics’ mailing and registered address is PO Box 5756 Austin Texas 78763.

You can contact Drone Dynamics by email to info@dronedyn.com.

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Purchase Order Terms & Conditions

Scope and Structure

Drone Dynamics and Client are referred to sometimes herein as “Party” or “Parties”

Drone Dynamics will provide services for Client utilizing small unmanned remotely operated aircraft systems (“drones”, or “sUAS”), and small unmanned remotely operated vehicles (“remotely operated vehicles”, or “ROVs”).

Additional terms and conditions will be in Services Agreements (herein so called) entered into by the Parties which shall be subject to these terms and conditions. Each Services Agreement contains its own expiration and termination provisions. This Agreement remains in effect from its Effective Date until it expires or is terminated in accordance with the provisions hereof, even if no Services Agreements are in effect at any given time.

In the event of any conflict or inconsistency between the provisions of this Agreement and any individual Services Agreement, the provisions of these terms and conditions shall control.

Drone Dynamics Services

Drone Dynamics provides services for Client in developing sUAS and/or ROV programs, with the Client providing its own pilots and operators (in-house model). Drone Dynamics also provides sUAS and ROV capabilities utilizing its own pilots and operators (out-source model). “Services” means the Drone Dynamics services specified in the Services Agreements. Services will be conducted in accordance with applicable laws.

Term and Termination

The initial term of this Agreement begins on the Effective Date and continues for a period of three (3) years. Following expiration of the initial term, this Agreement automatically renews for successive one (1) year terms unless either Drone Dynamics or Client notifies the other Party in writing at least ninety (90) days prior to the expiration of the initial or renewal term that Drone Dynamics or Client does not elect to have this Agreement be renewed.

Client may terminate this Agreement by written notice pursuant to the section below entitled “Amendments to the Agreement.”

Notwithstanding anything to the contrary, this Agreement shall continue in effect for as long as any Services Agreement is in effect, and this Agreement may not be terminated unless every Services Agreement between Drone Dynamics and Client has been terminated. No termination shall affect accrued compensation.

Compensation and Payment

Compensation shall be as specified in the Services Agreement.

Unless otherwise specified in the Services Agreement, all charges invoiced are due within 30 days from the date of the invoice. All payments shall be payable at the offices of Drone Dynamics in Austin, Texas, in accordance with the instructions on the invoice. Past due amounts shall bear interest at the lesser of (i) one and one-half percent (1 ½%) per month, or (ii) the highest rate of interest allowed by law.

Drone Dynamics may suspend its Services for invoices that are more than thirty (30) days past due.

Proprietary and Confidential Information

Each Party shall maintain as confidential and shall not disclose to any third party any information about the disclosing Party’s business or activities that is proprietary and confidential, which shall include all business, financial, technical and other information of a Party marked or designated “confidential”, or by its nature or the circumstances surrounding its disclosure should reasonably be regarded as confidential (“Confidential Information”). The Party to whom the information is provided shall protect the Confidential Information from unauthorized use and disclosure by exercising at a minimum the same degree of care that it uses with respect to information of its own of a similar nature; however, in all circumstances such Party must exercise no less than reasonable protective care. All Confidential Information of a Party will remain the exclusive and sole property of such Party.

Notwithstanding the above, each Party has no obligation to protect information that is rightfully known to the Party before disclosure under this Agreement without obligation of confidentiality, is independently developed by the Party without relying on the Confidential Information, is or becomes part of the public domain without breach of this Agreement or breach of a similar agreement or is lawfully obtained from a third Party not under an obligation of confidentiality.

Either Party may disclose Confidential Information to the extent required by law, regulation or any governmental entity with jurisdiction over it, but the Party being required to provide the Confidential Information by legal process must give the other Party prompt written notice with specifics of the required disclosure to permit that Party to seek a protective order.

Either Party may seek injunctive relief for the breach or threatened breach of these Proprietary and Confidential Information provisions.

Each Party agrees, at the sole option of the other Party and upon 10 days written notice, to return or destroy Confidential Information of the other Party.

The provisions of this Proprietary and Confidential Information section of this Agreement shall remain in full force for a period of three (3) years beyond the later of the termination of this Agreement or any Services Agreement.

Intellectual Property; Discoveries

Drone Dynamics shall retain all rights to intellectual property including trademarks, patent rights, copyright interests and trade secrets, with respect to the Services provided for herein, along with the platform software associated therewith. All inventions, designs, improvements, and discoveries made by Client or Drone Dynamics during the term hereof, solely or jointly with others, which are made with equipment, supplies, facilities, trade secrets, or time of Drone Dynamics, or which relate to the Services, shall be the exclusive property of Drone Dynamics.

License

All computer programs, software, drawings, diagrams, specifications and other materials now or hereafter developed or licensed by Drone Dynamics, or which may be developed by Drone Dynamics in connection with provisioning of the Services to Client, shall remain the property of Drone Dynamics.

Notwithstanding the above, Drone Dynamics grants to Client a non-exclusive license, solely for the purposes described in this Agreement, to access and use the Drone Dynamics portal in connection with the Services. No other license is granted.

Insurance

Drone Dynamics and Client shall each maintain insurance covering all operations and Services under this Agreement with an insurance company with a Best’s rating of B+ or better and authorized in all states where the Services are performed, that names the other Party as an additional insured on a primary basis, including coverage for defense costs, without any contribution from its own insurers (who shall provide coverage on an excess basis only), that provides that the other Party shall receive at least ten 10 days notice before cancellation and showing the following insurance in place and currently effective:

  • Automobile bodily injury and property damage insurance in a combined single limit of not less than one million dollars ($1,000,000) per occurrence;
  • Broad form comprehensive general liability insurance, insuring against liability for bodily injury, property damage (including loss of use of property) and personal injury, in the amount of one million dollars ($1,000,000);
  • Workers Compensation insurance in an amount required in each domicile where employees are used in association with the Services;
  • Any additional coverages in an amount or by type as required by law.
Client Information

Client represents and warrants that its information provided for use in the Drone Dynamics portal or in connection with the Services shall be accurate, true and correct, and that it has all rights necessary to grant Drone Dynamics access to its information, its property and physical facilities in connection with the Services to be rendered hereunder.

Client Affiliates

Upon Client’s request and Drone Dynamics’ prior written approval (which approval may be withheld in Drone Dynamics’ sole discretion), Client’s divisions, subsidiaries, or other persons or entities that directly or indirectly, through one or more intermediaries, control, or are controlled by, or are under common control with Client (referred to herein as “Affiliates”) may become Parties to this Agreement, whereupon they shall be included in the definition of “Client” herein. If an Affiliate previously approved by Drone Dynamics as a Party to the Agreement ceases to be an Affiliate, notwithstanding anything to the contrary in this Agreement Drone Dynamics shall have the right to immediately terminate this Agreement and Services to such Affiliate.

Independent Contractor Relationship

Drone Dynamics shall perform all Services solely as an independent contractor for Client and Affiliates and not as an agent or employee of Client or any Affiliate. Nothing contained in this Agreement will be construed as creating a joint venture, partnership or employment relationship between the Parties hereto, nor will either Party have the right, power or authority to create any obligation or duty, express or implied, on behalf of the other.

Promotional

Upon Client’s written approval and subject to its conditions, Client may grant to Drone Dynamics the right to use and display Client’s name and trademarks for promotional purposes and to allow Drone Dynamics to name Client as a reference.

Third-Party Products

Drone Dynamics shall have the right to incorporate into the Services goods, services, software and/or hardware from a person or entity other than Drone Dynamics or Client.

No Warranty

DRONE DYNAMICS MAKES NO WARRANTIES, VERBAL OR WRITTEN, IN RELATION TO THIS AGREEMENT, PORTAL, OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY OR EXPRESS OR IMPLIED FITNESS FOR A PARTICULAR PURPOSE. FURTHER, DRONE DYNAMICS MAKES NO WARRANTIES THAT THE PORTAL OR SERVICES WILL FUNCTION UNINTERUPTED OR ERROR FREE, NOR THAT THE RESULTS OF USAGE OF ITS PORTAL OR ANY SERVICES OR THE FUNCTIONALITY OF THE PORTAL OR ANY SERVICES WILL MEET CLIENTS’, ITS AFFILIATES’ OR ANY PERMITTED USERS’ EXPECTATIONS OR REQUIREMENTS.

Limitation of Liability

EXCEPT FOR EACH PARTY’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION, FOR LOSS OF LIFE OR PERSONAL INJURY, LOSS OF PROFITS, LOSS OF REVENUES OR LOSS OR INACCURACY OF ANY DATA, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. DRONE DYNAMICS’ LIABILITY TO CLIENT FOR ACTUAL DIRECT DAMAGES ARISING FROM THE AGREEMENT SHALL BE LIMITED TO THE FEES PAID BY CLIENT TO DRONE DYNAMICS UNDER THE AGREEMENT FOR THE ONE (1) MONTH PERIOD IMMEDIATELY PRECEDING THE CLAIM. IN NO EVENT SHALL EITHER PARTY RAISE ANY CLAIM UNDER THE AGREEMENT MORE THAN TWO YEARS AFTER THE EFFECTIVE DATE OF THE TERMINATION OF THE AGREEMENT; PROVIDED, HOWEVER, THAT THE LIMITATIONS SET FORTH IN THIS SENTENCE SHALL NOT APPLY IN THE CASE OF ANY CLAIM TO THE EXTENT ARISING FROM THE GROSS NEGLIGENCE OR WILFULL MISCONDUCT OF EITHER PARTY.

Drone Dynamics Indemnity

Drone Dynamics shall defend, indemnify and hold harmless Client, its Affiliates, and any of their respective directors, officers, employees and agents (each, a “Client Indemnitee”) from and against any third party claim, action, loss, liability, or other amounts, including, reasonable out-of-pocket attorneys’ fees and expenses incurred by or rendered against a Client Indemnitee arising from Drone Dynamics’ material breach of this Agreement. The obligations of Drone Dynamics contained in this paragraph shall survive for three years after termination of this Agreement.

Client Indemnity

Client shall defend, hold harmless and indemnify Drone Dynamics, its directors, officers, employees, and agents (each, a “Drone Dynamics Indemnitee”) harmless from and against any third party claim, action, loss, liability, or other amounts, including, reasonable out-of-pocket attorneys’ fees and expenses incurred by or rendered against Drone Dynamics Indemnitee arising from Client’s and Affiliates’ material breach of this Agreement. The obligations of Client contained in this paragraph shall survive for three years after termination of this Agreement.

Consents

Notwithstanding any provision of this Agreement to the contrary, if the provisioning of any Services requires the consent or authorization of any third party, Drone Dynamics (with the cooperation and assistance of Client, if necessary) shall use its commercially reasonable efforts to obtain as promptly as possible such consent or authorization, and shall be excused from performing such Services while these efforts are being made. If any such consent or authorization is not able to be obtained in a reasonable period of time, the Parties shall cooperate to devise an alternative arrangement that is reasonably satisfactory to each Party.

Amendments to this Agreement

Notwithstanding anything to the contrary contained in this Agreement, this Agreement may be amended by the following methods:

  • By mutual written agreement of the Parties
  • By Drone Dynamics upon thirty (30) days written notice of the proposed amendment to Client. This thirty (30) day period is herein referred to as the “Notice Period”. This written notice may be given in one or both of the following manners:
    • By posting the amendment on the portal maintained by Drone Dynamics on the Internet. For these notices the Notice Period shall commence on the 3rd business day after being posted.
    • Personal hand delivery to a representative of Client in person. For these notices the Notice Period shall commence on the day of personal hand delivery.
    • Transmitted by facsimile on a business day with proof of delivery. For these notices the Notice Period shall commence on the date of the proof of delivery.
    • By delivery to a nationally recognized overnight courier service, postage prepaid, for next business day delivery. For these notices the Notice Period shall commence on the 2nd business day following the date of the delivery to the courier.
  • For notices given in both manners the Notice Period shall commence on the 3rd business day following the day after it is posted on the Internet.
  • Written amendments pursuant to this Section may include word changes in the body of the Agreement, and documents such as addendums and supplements.
  • Upon expiration of the Notice Period, Drone Dynamics may post the final format of an amendment as an “Effective Amendment” on the portal maintained by Drone Dynamics on the Internet, and may also, but is not required to, give notice of the amendment in one of the manners set forth above. The amendment shall become effective on the day and time of posting on the Internet.
  • Client shall have the right to terminate this Agreement by written notice to Drone Dynamics within fifteen (15) days of the posting of an Effective Amendment. Such termination shall be subject to the provisions herein regarding survival of the Services Agreement.
Miscellaneous
  • Waiver. The terms and conditions of the Agreement may not be waived or modified unless in writing signed by both Parties. The failure at any time to require the other Party’s performance of any obligation under the Agreement shall not affect the right subsequently to require performance of that obligation.
  • Headings. Any headings of sections of this Agreement are solely for the convenience of the Parties and are not to be used in any interpretation of this Agreement.
  • Counterparts. This Agreement may be executed in several counterparts; each such counterpart shall be considered an original agreement and all such executed counterparts shall constitute one Agreement.
  • Governing Law. This Agreement is subject to and shall be enforced in accordance with the laws of the State of Texas.
  • Entire Agreement. This Agreement contains the entire agreement of the Parties relating to the subject matter hereof. This Agreement supersedes any prior written or oral agreements between the Parties.
  • Severability. If any covenant or provision of this Agreement shall be held to be invalid or unenforceable, then in each such event the remainder of this Agreement or the application of such covenant or provision to any other Party or any other circumstance shall not be thereby affected. In such event, the Parties shall negotiate in good faith to replace the invalid or unenforceable provision with another reflecting the same relative distribution of economic benefits and burdens.
  • Dispute Forum; Injunction, Damages and Attorney’s Fees. The Parties agree that they shall submit any disputes between them concerning this Agreement and the Services Agreements exclusively to state or federal courts located in Austin, Texas. The court shall have the right to award injunctive relief, actual, out of pocket damages only consistent with the terms of the Agreement, but neither Party is entitled to indirect, special, incidental, consequential or punitive damages. The substantially prevailing Party shall be entitled to recover reasonable out-of-pocket attorney’s fees and court costs.
  • Force Majeure. Except for Client’s payment obligations, if any Party to the Agreement is unable to meet its obligations under the Agreement as a result of acts of God, acts of war, acts of terrorism, riot, fire, derailment, strike, lockout, mechanical breakdown, computer or software malfunction or glitch, explosion, embargo, act of government or governmental agency or other similar cause beyond the reasonable control (“Force Majeure”) of the Party seeking to be excused from performance under Force Majeure, such Party will be excused from performing its obligations for the duration of the Force Majeure.
  • Successors and Assigns. This Agreement shall apply to and bind the successors and assigns of the Parties hereto; provided, however, neither the Agreement nor any right or obligation hereunder is assignable in whole or in part, whether by operation of law or otherwise, by Drone Dynamics or Client, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign the Agreement in connection with a sale of substantially all of the assets, stock or ownership interests of a Party, a reorganization, merger or liquidity event.
  • Survival. Any provision of this Agreement, which by its nature cannot or will not be performed prior to the termination of this Agreement shall survive termination.
  • Notices (Other Than Notices of Amendments to this Agreement). All notices, requests, claims, demands and other communications hereunder shall be in writing and shall be given or made as follows to the Parties at their addresses set forth below: (i) by personal hand delivery to a representative of a Party in person – for notices given in this manner the date of the notice shall be deemed to be the actual day of such personal hand delivery; or (ii) by delivery to a nationally recognized overnight courier service, postage prepaid, for next business day delivery – for notices given in this manner the date of the notice shall be deemed to be the second business day following the date of the delivery to the courier.

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