Acceptance of the Agreement
These terms and conditions allow Customer to purchase certain physical and/or digital products (collectively, the "Offerings"), or access thereto, subject to and in accordance with the terms of their quote. By accepting through an "I Accept" checkbox or similar method required by your Drone Edge quote, the Customer (sometimes referred to as "you" or "your") or an agent of Customer, has agreed to the terms and conditions herein. The below terms and conditions, including any attachments, exhibits, addendums, amendments, or supplemental language referenced or described hereto, as well as any that may be later signed by you and Drone Edge, (collectively known as the "Sales Agreement") constitutes the only agreement between the parties relating to the Offerings. In the absence of a separate written agreement(s) executed by Drone Edge governing your purchase of the Offerings, the terms of the Sales Agreement shall govern and any contrary or inconsistent terms appearing on your purchase orders, acknowledgments or other documents are rejected by, and shall not be binding upon Drone Edge.
Terms & conditions
1. Digital Offerings
a. Right to Access and Use. Subject to the terms of this Agreement, and in consideration of the fees specified herein, Drone Edge hereby grants Customer a limited, non-exclusive, non-transferable right to access and use the digital Offerings for personal, non-commercial, educational, academic, and instructional purposes and hereby authorizes Customer to grant such limited access and use rights to its Authorized Users. "Authorized Users" are students, instructors, or administrators of Customer who are authorized by Customer to access and use the digital Offerings by means of a secure network or unique user credentials. If Customer is an educational institution, Customer is solely responsible for creating, hosting and maintaining Authorized User access to the digital Offerings whether by Customer's website, learning management system, or other method.
b. Duration. Access to the digital Offerings shall be provided to Customer on the later of (i) the Effective Date; or (ii) the date Customer submits a purchase order or similar ordering document and shall continue for the duration of the subscription term(s) provided in Appendix A (each, a "Subscription Term"). For the avoidance of doubt, the terms of this Agreement shall continue in full force and effect through the entirety of Customer's Subscription Term(s).
c. Limits. Access to certain digital Offerings may be subject to limits on the quantity of Authorized Users. In such cases Authorized Users include individuals authorized to access the Offerings, regardless of whether any such individual is actively using the Offerings at a particular time.
d. Improvements. Customer understands that many of the digital Offerings are subscription-based and that to deliver an improved customer experience, Drone Edge may, from time to time, make changes to such Offerings, provided that such changes do not materially degrade the overall functionality of the Offerings.
2. Responsibilities and Restrictions
a. User Terms. Customer acknowledges and agrees that Authorized Users' access to the digital Offerings may be subject to Drone Edge's Terms of Use for K-12 Products (the "Terms of Use") then in effect, and that an Authorized User's failure or refusal to comply with the Terms of Use may disenable access to the Offerings. In the event of a conflict between the terms of this Agreement and the Terms of Use, the terms of this Agreement shall prevail. The Terms of Use are provided as an exhibit with applicable institutional quotes.
b. Prohibited and Unauthorized Uses. Customer will not, nor will it permit its Authorized Users to: (i) use the Offerings for any purpose or in any manner that is unlawful or prohibited by this Agreement; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to uncover the source code, object code or underlying structure of the Offerings; (iii) modify, translate, or create derivative works based on the Offerings; (iv) remove any proprietary notices or labels; or (v) commercially sell, resell, license, sublicense, distribute, or frame the Offerings to any third party.
c. AI Tools. Unless expressly permitted hereunder, Customer will not, nor will it permit any Authorized User to, use the Offerings or any content, data, text, or other information received, derived, or otherwise taken from the Offerings to text or data mine, or to develop, create, train, fine-tune, test, or otherwise improve any machine learning algorithms or artificial intelligence models, whether directly or indirectly and whether for Customer or any third party.
d. Cooperation. Customer will take reasonable precautions to safeguard against unauthorized access and use of the Offerings and will notify Drone Edge promptly of any unauthorized access or use of which it becomes aware. Customer will cooperate with Drone Edge to identify the source of and disable such unauthorized access or use.
e. Suspension. Drone Edge may suspend Customer's or any Authorized User's access to the Offerings without liability if: (i) Drone Edge reasonably believes that the Offerings are being used in violation of this Agreement or the User Terms; (ii) Customer fails to cooperate with Drone Edge's reasonable investigation of a suspected violation of this Agreement or the User Terms; (iii) there is an attack on the Offerings or the Offerings are accessed or manipulated by a third party in violation of this Agreement or the User Terms; (iv) Drone Edge is required by law, or a regulatory or government body to suspend access to the Offerings; or (v) there is another event for which Drone Edge reasonably believes that the suspension of access to the Offerings is necessary to protect the Offerings or Drone Edge's customers from imminent and significant operational, legal, or security risk. Drone Edge will give Customer at least 36 hours' notice of any such suspension unless Drone Edge determines that a suspension on shorter or contemporaneous notice is necessary to protect the Offerings or Drone Edge's customers from imminent and significant operational, legal, or security risk. Drone Edge will not suspend access to the Offerings if the grounds on which the suspension are based are cured during the foregoing notice period.
3. Intellectual Property
a. Drone Edge. As between the parties, Drone Edge retains all right, title, and interest in and to the Offerings, including all intellectual property and proprietary rights therein. Except as expressly set forth in this Agreement, Customer acquires no right, title, or interest from Customer under this Agreement in or to the Offerings.
b. Usage Data. Customer acknowledges and agrees that Drone Edge may collect and process information regarding configuration, performance, security, access to and use of the Offerings for its internal business purposes, including to develop, improve, support, secure, and operate its services. Notwithstanding the foregoing, nothing in this Agreement shall restrict Drone Edge's use of data that has been anonymized and/or aggregated, provided that such data does not in any way identify and cannot reasonably be associated with Customer or any Authorized User.
c. Feedback. Customer hereby grants Drone Edge a worldwide, irrevocable, perpetual, sublicensable, transferable, non-exclusive license to use and incorporate into Drone Edge's products and services any feedback or suggestions for enhancement that Customer or an Authorized User provides to Drone Edge, without any obligation of compensation.
4. Fees and Payment
a. Fees. Customer will pay the fees specified in this Agreement, plus any applicable shipping and handling fees, service fees, and taxes. Unless otherwise provided in the Quote, all amounts due under this Agreement are payable within 30 days from the date of the applicable invoice(s). If Customer fails to make timely payment, Drone Edge may, without prejudice to its other rights and remedies, suspend or terminate Customer's (and Customer's Authorized Users') access to the Offerings. Customer shall reimburse Drone Edge for all reasonable expenses Drone Edge incurs in collecting past due amounts, including collection agency fees, reasonable attorneys' fees, and court costs. Drone Edge may charge a fee for reinstatement of suspended or terminated access.
b. Taxes. The fees specified in this Agreement are exclusive of applicable transfer taxes. Unless Customer is a tax-exempt entity, Customer is responsible for any such taxes lawfully imposed by a taxing authority. Customer is not responsible for any taxes based on Drone Edge's net income. If Drone Edge has the legal obligation to pay or collect taxes for which Customer is responsible, the appropriate amount will be invoiced to and paid by Customer unless Customer provides Drone Edge with a valid tax exemption certificate authorized by the appropriate taxing authority.
5. Confidentiality
a. Definition. Each party (the "Receiving Party") acknowledges that the other party (the "Disclosing Party") may disclose Confidential Information to Receiving Party during the term of this Agreement. "Confidential Information" means all non-public, proprietary, business, technical, legal, or financial information disclosed or learned in connection with this Agreement which has been labeled by the Disclosing Party as "confidential" or the like, or that reasonably should be understood to be confidential given the nature of the information and the circumstances of the disclosure. The following information will be considered Confidential Information whether or not marked or identified as such: (i) the terms of this Agreement; and (ii) Drone Edge's pricing. Confidential Information does not include information that as shown by Receiving Party's records was: (A) already known to Receiving Party at the time of disclosure; (B) was disclosed to Receiving Party by a third party who had the right to make such disclosure without any confidentiality restrictions; (C) is, or through no fault of Receiving Party has become, generally available to the public; or (D) was independently developed by Receiving Party without use of Disclosing Party's Confidential Information.
b. Obligations. Receiving Party will: (i) protect and safeguard Disclosing Party's Confidential Information using at least the same degree of care it uses to protect and safeguard its own non-public, confidential or proprietary information, but in no event less than a reasonable degree of care; (ii) not use Disclosing Party's Confidential Information, or permit it to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this Agreement; (iii) not disclose Disclosing Party's Confidential Information to any person or entity, except to its personnel who have a need to know the Confidential Information, and are subject to confidentiality obligations to Receiving Party that are at least as protective of Disclosing Party's Confidential Information as those contained in this Agreement. The Receiving Party will promptly notify the Disclosing Party in writing upon discovery of any unauthorized disclosure or use of Disclosing Party's Confidential Information. The disclosure of Confidential Information to the Receiving Party does not grant or convey any right of ownership of such Confidential Information.
c. Required Disclosures. The Receiving Party may disclose Disclosing Party Confidential Information to the extent required by law or legal process. In such cases, however, the Receiving Party will (except to the extent prohibited by law or legal process): (i) give the Disclosing Party prior written notice of such disclosure so as to afford the Disclosing Party a reasonable opportunity to appear, object, and obtain a protective order or other appropriate relief regarding such disclosure; (ii) use diligent efforts to limit disclosure to that which is legally required; and (iii) reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, in its efforts to obtain a protective order or other legally available means of protection.
6. Representations and Warranties
Each party represents and warrants to the other that (a) it is validly existing and in good legal standing under the laws of the jurisdiction of its organization and is qualified to conduct its business; (b) it has all rights, power, and authority to enter into this Agreement, to grant the rights and licenses hereunder and to perform its obligations hereunder; (c) the execution, delivery, and performance of this Agreement has been duly authorized by all necessary action by the party and do not violate any governing documents or other contracts applicable to it; and (d) this Agreement constitutes a legal, valid, and binding obligations of such party, enforceable against such party in accordance with its terms.
7. General Disclaimer
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE OFFERINGS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. Drone Edge EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. Drone Edge DOES NOT WARRANT THAT THE OFFERINGS WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTION OR DOWNTIME.
8. Indemnification
a. By Drone Edge. Drone Edge will defend Customer and its respective officers, directors, and employees ("Customer Indemnified Parties") from and against any claims, demands, proceedings, investigations, or suits brought by a third party alleging that the Offerings infringe any third-party intellectual property rights (an "IP Infringement Claim"). Drone Edge will indemnify Customer Indemnified Parties for any finally awarded damages or settlement amount approved by Drone Edge in writing to the extent arising from an IP Infringement Claim, and any reasonable attorneys' fees of Customer associated with initially responding to an IP Infringement Claim. Notwithstanding the foregoing, Drone Edge will have no obligation under this section (Indemnification) to the extent any IP Infringement Claim arises from: (i) Customer's use of the Offerings in combination with technology or services not provided by Drone Edge, if the Offerings would not infringe without such combination; (ii) data, files, text, images, content, or other information uploaded or submitted to the Offerings by Customer or an Authorized User ("Customer Materials"); (iii) Drone Edge's compliance with designs, specifications, or instructions provided in writing by Customer; or (iv) use of the Offerings by Customer after notice by Drone Edge to discontinue use. If Customer is enjoined or otherwise prohibited from using any of the Offerings or a portion thereof based on an IP Infringement Claim, then Drone Edge will: (A) obtain for Customer the right to use the allegedly infringing portions of the Offerings; (B) modify the allegedly infringing portion of the Offerings so as to render it non-infringing without substantially diminishing or impairing its functionality; or (C) replace the allegedly infringing portions of the Offerings with non-infringing items of substantially similar functionality. If Drone Edge determines that the foregoing remedies are not commercially reasonable or possible, then Drone Edge will terminate the applicable portion of this Agreement and issue a refund of prepaid fees for the applicable Offering covering the terminated portion of the Term.
b. By Customer. To the extent permitted by applicable law, Customer will defend Drone Edge and its respective officers, directors, employees, distributors, and suppliers ("Drone Edge Indemnified Parties") from and against any claims, demands, proceedings, investigations, or suits brought by a third party arising out of (i) Customer Materials; or (ii) use of the Offerings in violation of this Agreement or applicable law (each, a "Claim Against Drone Edge"). Customer will indemnify Drone Edge Indemnified Parties for any finally awarded damages or settlement amount approved by Customer in writing to the extent arising from a Claim Against Drone Edge, and any reasonable attorneys' fees of Drone Edge associated with initially responding to a Claim Against Drone Edge. FOR THE AVOIDANCE OF DOUBT, NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A WAIVER OF SOVEREIGN IMMUNITY BY CUSTOMER AS MAY BE PROVIDED BY LAW.
c. Conditions. The indemnifying party's obligations under this section (Indemnification) are contingent on the indemnified party: (i) promptly providing written notice of the claim to the indemnifying party (provided that indemnifying party shall not be excused from its indemnity obligations for indemnified party's failure to provide prompt notice except and then solely to the extent that the indemnifying party is materially prejudiced thereby); (ii) giving the indemnifying party sole control of the defense and settlement of the claim (provided that any settlement unconditionally releases the indemnified party of all liability and does not make any admissions on behalf of the indemnified party or include payment of any amounts by the indemnified party); and (iii) providing the indemnifying party, at the indemnifying party's expense, all reasonable assistance in connection with such claim. The indemnified party may participate in the defense of the claim at its sole cost and expense.
9. Limitation of Liability
NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, GOODWILL, OR REVENUES OR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, COVER, BUSINESS INTERRUPTION, OR PUNITIVE DAMAGES IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. EACH PARTY'S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO Drone Edge DURING THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY. THE FOREGOING LIMITATIONS AND EXCLUSIONS DO NOT APPLY TO (A) CUSTOMER'S PAYMENT OBLIGATIONS HEREUNDER; (B) A PARTY'S INDEMNIFICATION OBLIGATIONS HEREUNDER; (C) A VIOLATION BY ONE PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY; OR (D) DAMAGES THAT MAY NOT BE LIMITED BY APPLICABLE LAW.
10. Privacy
Customer shall provide student data to Drone Edge for the purposes of obtaining the Offerings in compliance with applicable federal, state, and local privacy laws, rules, and regulations. To the extent an Offering involves Drone Edge's collecting personal information from children under the age of 13, Customer consents on behalf of parents to the collection of such personal information for educational purposes that benefit Customer and not for other commercial purposes. The individual agreeing to the terms of this Agreement on behalf of Customer has the authority to authorize the collection of personal information on behalf of Customer. Drone Edge's Privacy Notice is available at https://thedroneedge.com/privacy/.
11. Accessibility
Drone Edge will use good faith efforts to ensure that during the term of this Agreement the Offerings will be accessible to individuals in accordance with applicable federal and state laws and regulations, including, but not limited to, the Americans with Disabilities Act (ADA) and Section 508 of the Rehabilitation Act of 1973. Drone Edge will use good faith efforts to ensure that any Drone Edge website or application ("Drone Edge Sites") and Drone Edge digital content ("Digital Content") provided under this Agreement will substantially conform to the applicable and relevant portions of the Web Content Accessibility Guidelines (WCAG) 2.1 Level AA for web-based technology, to the extent commercially feasible and readily achievable. Drone Edge agrees to undertake reasonable efforts to timely respond to Customer complaints regarding the accessibility of the Offerings and, where required by law or agreed between the parties, to take action to substantially comply with WCAG 2.1 Level AA, or to otherwise improve the digital accessibility of the Offerings, Drone Edge Sites or Digital Content, to the extent commercially feasible and readily achievable. Upon request, Drone Edge will provide Customer a current completed Voluntary Product Accessibility Template (VPAT) to detail compliance with the federal Section 508 standards.
12. Relationship of the Parties
The parties are entering into this Agreement as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party. This Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.
13. Assignment
Neither party may assign all or any part of this Agreement or its rights hereunder without the prior written consent of the other party, except that Drone Edge may assign this Agreement without obtaining Customer's written consent: (a) to an affiliate of Drone Edge; or (b) in connection with a successor in interest in a merger, reorganization, or a sale of all or substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be void and of no effect. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective permitted successors and assigns.
14. Third Party Beneficiaries
Nothing in this Agreement confers, or is intended to confer, on any third party any benefit to enforce any term of this Agreement.
15. Notices
Any legal notice or other notice required under this Agreement sent by one party to the other must be in writing and will be deemed given as follows: (a) if to Customer, when sent via email to the email address on record for Customer; and (b) if to Drone Edge, when sent via email to james@thedroneedge.com. Any such notice, in either case, must specifically reference that it is a notice given under this Agreement.
16. Nonwaiver
The failure of either party to insist upon or enforce strict performance of any of the provisions of this Agreement or to exercise any rights or remedies under this Agreement will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision, right, or remedy in that or any other instance; rather, the same will remain in full force and effect.
17. Severability
If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions will remain in full force and effect.
18. Survival
The terms of this Agreement that by their very nature are intended to survive expiration or termination will survive expiration or termination for any reason.
19. Disputes
The parties will attempt to settle any dispute between them arising out of this Agreement within 45 days of either party notifying the other party of the dispute. If the dispute has not been resolved after 45 days of good-faith negotiation, then either party may commence legal action against the other. Notwithstanding the foregoing, a party may seek a preliminary injunction or other preliminary judicial relief if in its judgment such action is necessary to avoid irreparable damage. Unless prohibited by applicable law, this Agreement will be construed and enforced in all respects with the laws of the State of Pennsylvania, without reference to its choice of law rules.
20. Force Majeure
Except for Customer's payment obligations, neither party is responsible for delays or failure of performance resulting from acts beyond the reasonable control of such party, including, but not limited to, acts of God, acts of terrorism, strikes, walkouts, riots, acts of war, epidemics, failure of suppliers to perform, governmental regulations, power failure(s), earthquakes and other natural disasters.
21. Counterparts; Electronic Signatures
The parties may sign this Agreement electronically and/or in several counterparts, each of which will be deemed an original but all of which together will constitute one instrument.
22. Entire Agreement; Modifications
This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements or communications between the parties with regard to the subject matter hereof. No change or modification of this Agreement will be valid unless contained in a writing signed by both parties.