Drone Pilot Agreement

These Supplier Terms are entered into by you and Airstoc. The term "Airstoc", "Airstoc Limited" or "us" or "we" refers to Airstoc Limited whose registered office is OXO House, 4 Joiner st, Sheffield, South Yorkshire S3 8GW. The term "you" refers to the organisations listed on the account you have created with us, which by doing so you represent you have the authority to agree to these Supplier Terms for that party. You confirm that you are authorised to act on behalf of that party.

DEFINITIONS

www.airstoc.com is a site operated by Airstoc Limited (Airstoc, we, us, our). We are registered in England and Wales under company number 08877581 and have our registered office at 2nd Floor, OXO House, 4 Joiner Street, Sheffield S3 8GW.

In these Supplier Terms, the following definitions apply:

Agreement: the contract between Airstoc and you for licensing Images and the supply of Services in accordance with these Supplier Terms.

Airstoc Confidential Information: includes without limitation: (a) all Airstoc software, technology, programming, specifications, materials, guidelines and documentation; (b) prices, rates or other performance statistics relating to Airstoc services provided to you by Airstoc; and (c) any other information designated in writing by Airstoc as "Confidential" or an equivalent designation.

Airstoc Materials: any documents, materials or information belonging to Airstoc.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Commencement Date: has the meaning set out in clause 1.1.

Customer: means a person who has purchased rights to the Images via the Website in accordance with the Customer Contract.

Customer Contract: means a separate agreement for a Transaction between Airstoc and the Customer.

Fees: the fees payable to you by Airstoc in accordance with clause 6.

Initial Term: 3 years from the Commencement Date.

Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the World.

Image(s): means the content, footage, photographs and films that you own and make available on the Website under the terms of this Agreement.

Image Sub License: has the meaning set out in clause 5.1

Licensed Rights: has the meaning set out in clause 2.2 and 2.3.

Revenue: means the total cumulative net income generated and received in cleared funds by Airstoc for the sale of rights to the Images to Customers via the Website (calculated as the price the Image rights are sold for minus VAT and other taxes).

RPAS: means Remotely Piloted Air System.

Services: the services supplied by Airstoc related to Airstoc’s web based platform that facilitates an aerial footage marketplace.

Supplier Terms: these terms and conditions as amended from time to time in accordance with clause 13.7.

Transaction: means the purchase of a licence to the Image by a Customer via the Website.

Website: Airstoc’s website (www.airstoc.com).

1. BASIS OF CONTRACT

  1. These Supplier Terms shall only be deemed to be accepted when you click on the button marked "I Accept" at the end of these Supplier Terms at which point and on which date the Agreement shall come into existence (Commencement Date).
  2. The Agreement (including any document referred to in these Supplier Terms and any amendment made in accordance with clause 13.7) constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Airstoc which is not set out in these Supplier Terms.
  3. Any samples, descriptive matter or advertising issued by Airstoc, and any descriptions or illustrations on the Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
  4. These Supplier Terms apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
  5. Your use of the Services is subject to our website terms of use, acceptable use policy and our privacy policy.
  6. You and the organisation you represent at the time of sign-up are solely responsible for all listings, quotations and content, display options selected and ensuring that the information provided is correct and up to date at all times and in line with all technical and quality guidelines. You accept that Airstoc may modify or remove content at any time. You agree that Airstoc may display your content on the Website and any mobile application.

2. NON-EXCLUSIVE ARRANGEMENT AND LICENCE TO USE IMAGES

  1. In consideration of the Fees and the mutual promises contained herein, you agree that you will non-exclusively use the services of Airstoc to resell rights to use your images and footage. You are allowed to use the services of any other reseller of images or footage or rights in images or footage, including for the one specified customer who will be licencing your original cut of the video for YouTube Monetization. This clause 2.1 does not prevent you from selling the rights to an image or footage directly to one of your customers however you won’t be in breach of this Agreement if you then attempted to resell rights to that image or footage on or via the Website. If you have submitted an Image to the Website and someone approaches you wishing to use that Image then you don’t have to direct that person to the Website to purchase the rights to that Image.
  2. In consideration of the Fees and the mutual promises contained herein, you hereby grant to Airstoc an exclusive licence to use, change, publish, distribute, exhibit and otherwise exploit the Images whether alone or incorporated in or in conjunction with other works worldwide and in all media whether now known or hereafter devised (Licensed Rights).
  3. The Licensed Rights include (i) the unencumbered right for Airstoc to sub-licence the Images as envisaged by the Customer Contract; (ii) the unencumbered right for Airstoc to sub-licence the Images through a third party; and (iii) the unencumbered right, without the requirement to pay a fee to you, for Airstoc to use the Images in its Website and its own promotion and marketing materials.
  4. You hereby warrant and undertake that:

a) subject to clause 2.4(b), you are the sole owner of the Licensed Rights and have full authority to enter into this Agreement;

b) you have secured all third-party permissions and releases necessary to grant the Licensed Rights to us and have made or will make in a timely manner all payments to any such third parties necessary to enable us to exercise the rights granted to us under this Agreement;

c) the Images do not, to the best of your knowledge and belief, incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor do the Images contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to your reasonable knowledge or belief, place any person in contempt of court nor in breach of any provision of any statute;

d) you are not aware of any claim by any third party that the Images or any pre-existing material incorporating the Images or included within the Images, or the exploitation of the Images by either of us, has infringed or will infringe any rights of any third party and you agree to immediately inform us if you become aware of any such claim;

  1. You hereby waive all the moral rights in the Images to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the World to the extent necessary for us to exploit the Licensed Rights subject to the terms of this Agreement.

3. YOUR FURTHER OBLIGATIONS

  1. You warrant and undertake that you shall:

a) obtain and maintain (and, where necessary, have obtained and maintained) all necessary licences, permissions and consents to operate RPAS, to collect Images and to licence the Images as envisaged by this Agreement;

b) not upload or display anything illegal or engage in any illegal or fraudulent business practice in any state this includes any act which contravenes the rules and regulations of the national Aviation Authority in the country in which you operate RPAS;

c) ensure that all Images displayed on the Website do not violate any applicable laws (including but not limited to copyright infringement);

d) ensure that your user details as requested by us are complete and accurate and that you shall complete a supplier profile on registration as required by Airstoc;

e) co-operate with Airstoc in all matters relating to the Services; and

f) provide Airstoc with such information and materials as Airstoc may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.

  1. If Airstoc's performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):

a) Airstoc shall without limiting its other rights or remedies have the right to suspend performance of the Services (including but not limited to removing the Images from the Website and payment of Fees) until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Airstoc's performance of any of its obligations;

b) Airstoc shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Airstoc's failure or delay to perform any of its obligations as set out in this clause 3; and

c) you shall reimburse Airstoc on written demand for any costs (including Airstoc’s reasonable legal costs) or losses sustained or incurred by Airstoc arising directly or indirectly from a Default.

4. SUPPLY OF SERVICES

  1. Airstoc will perform the Services as set out in the Agreement.
  2. Airstoc shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
  3. Airstoc warrants to you that the Services will be provided using reasonable care and skill.

5. TRANSACTIONS

  1. Customers may purchase Images from the Website. Purchasing means the Customer will acquire a sub-licence to use the Image for the purpose(s) specified by the Customer at the time it purchases the Image from the Website.

6. FEES AND PAYMENT

  1. Airstoc shall pay you the Fees on the terms of this clause 6.
  2. Fees shall be calculated as follows (the meaning of Revenue is as defined in clause 1 above):

Hobby 50% of Revenue For the duration that Images are sold on the Website

Starter 90% of Revenue For the duration that Images are sold on the Website

Pro 100% of Revenue For the duration that Images are sold on the Website

  1. Fees will be paid to you on a monthly basis provided the Fees due to you exceed £100. Fees shall be due within 30 days of the end of each month.
  2. All amounts payable under this clause 6 are exclusive of amounts in respect of value added tax chargeable for the time being (VAT).
  3. If Airstoc fails to make any payment due to you under the Agreement by the due date for payment, then you shall have the right to charge interest on the overdue amount at the rate of 3% per cent per annum above the Bank of England’s base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment.

7. INTELLECTUAL PROPERTY RIGHTS

  1. Save where set out in this Agreement, all Intellectual Property Rights in or arising out of or in connection with the Images are and shall continue to be owned by you.
  2. You warrant that you have full rights to use any Images, including where appropriate any third party Intellectual Property Rights in the material you post or use on the Website or in your use of the Services.
  3. All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Airstoc.
  4. You acknowledge that, in respect of any third party Intellectual Property Rights relating to the Services, your use of any such Intellectual Property Rights may be conditional on Airstoc obtaining a licence from the relevant licensor on such terms as will entitle Airstoc to licence such rights to you.
  5. All Airstoc Materials are the exclusive property of Airstoc.

8. CONFIDENTIALITY

  1. A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. You shall not disclose Airstoc’s Confidential Information without Airstoc's prior written consent. This clause 8 shall survive termination of the Agreement. The terms of this Agreement are confidential information.

9. LIMITATION OF LIABILITY

  1. Nothing in these Supplier Terms shall limit or exclude Airstoc's liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.
  2. Subject to clause 9.1:

a) Airstoc shall under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Agreement; and

b) Airstoc's total aggregate liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the value of any Fees in the month preceding the claim up to a maximum aggregate liability of £50.

  1. You shall indemnify and defend Airstoc, its agents, affiliates, and licensors in respect of all costs damages and expenses incurred as a result of any claims by third parties in tort or otherwise against Airstoc (including reasonable legal fees) arising in any way out of your use of the Services. This indemnity obligation shall include any infringement by you of a third party’s Intellectual Property Rights.
  2. Airstoc will use its reasonable endeavours to maintain the security of any data you provide to us and will comply with our obligations under the Data Protection Act 1998. Notwithstanding the foregoing, Airstoc makes no warranty that the Services will be uninterrupted, secure, timely or error-free; or that any errors in the Services will be corrected. Furthermore except where otherwise stated in these Supplier Terms, Airstoc makes no express or implied warranty or representation concerning the Services, their accuracy or completeness and therefore excludes all conditions, warranties and representations (express or implied), statutory or otherwise in respect of the Services or these Supplier Terms.
  3. This clause 9 shall survive termination of the Agreement.

10. TERMINATION

  1. Subject to clause 10.2, the Agreement shall remain in force for the Initial Term and thereafter for subsequent rolling 12 month periods. Without limiting its other rights or remedies, either party may terminate the Agreement by giving at least three month’s written notice to the other party. In the case of notice of termination by you to Airstoc, such notice must be sent by email to [email protected] and be addressed from the person in your organisation who originally registered to use the Service or a director of your company.
  2. Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party:

a) commits any material breach of these Supplier Terms and (in the case of a breach which is not persistent and can be remedied) have failed, within 30 days after receipt of a request in writing to do so, to remedy the breach; or

b) has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business; or

c) if you are an individual and you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.

  1. Without limiting its other rights or remedies, Airstoc may suspend provision of the Services under the Agreement or any other contract between you and Airstoc if you becomes subject to any of the events listed in clause 10.2(b), or Airstoc reasonably believes that you are about to become subject to any of them, or if you fails to pay any amount due under this Agreement on the due date for payment.

11. CONSEQUENCES OF TERMINATION

  1. On termination of the Agreement for any reason:

a) you shall immediately remove all Airstoc content from all pages of both your own and any third party websites;

b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry;

c) all rights that the Customer has to use the Images shall continue in perpetuity;

d) clauses which expressly or by implication survive termination shall continue in full force and effect.

12. FORCE MAJEURE

  1. For the purposes of this Agreement, Force Majeure Event means an event beyond the reasonable control of Airstoc including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of Airstoc or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors. Airstoc shall not be liable to you as a result of any delay or failure to perform its obligations under this Agreement as a result of a Force Majeure Event. If the Force Majeure Event prevents Airstoc from providing any of the Services for more than 2 weeks, Airstoc shall, without limiting its other rights or remedies, have the right to terminate this Agreement immediately by giving written notice to you.

13. GENERAL

  1. Assignment and other dealings. Airstoc may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Agreement and may subcontract or delegate in any manner any or all of its obligations under the Agreement to any third party or agent. You shall not, without the prior written consent of Airstoc, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Agreement.

  2. Notices. Any notice or other communication given to a party under or in connection with the Agreement shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier or by e-mail to [email protected] A notice or other communication shall be deemed to have been received: if delivered personally, when left at the postal address referred to in this clause 13.2; if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent or e-mail to [email protected] one Business Day after transmission. The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

  3. Severance. If any provision or part-provision of the Agreement is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Agreement. If any provision or part-provision of this Agreement is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

  4. Waiver. A waiver of any right under the Agreement or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Agreement or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

  5. No partnership or agency. Nothing in the Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

  6. Third parties. A person who is not a party to the Agreement shall not have any rights to enforce its terms.

  7. Variation. Except as set out in these Supplier Terms, no variation of the Agreement, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by Airstoc. Airstoc may revise these Supplier Terms at any time by amending this page and informing you by email using the email address you use to register with our Service.

  8. Anti-bribery and anti-corruption. The parties shall comply with all applicable laws, statutes, regulations, and codes relating to anti-bribery and anti-corruption including but not limited to the UK Bribery Act 2010 and promptly report to the other any request or demand for any undue financial or other advantage of any kind received by a party in connection with the performance of the Agreement.

  9. Construction. In these Supplier Terms, the following rules apply: a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes e-mails.

  10. Governing law. This Agreement, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement or its subject matter or formation (including non-contractual disputes or claims).