sUAS Service Agreement
Note: Not all conditions below may be applicable
This Small Unmanned Aerial System Service Agreement (“sUAS Agreement”) is entered into on today's date of: _________ (the “Effective Date”), by and between The Florida Drone Company LLC (Florida Drone Co) and ______________ (Customer) (collectively referred to as “Parties”).
WHEREAS Florida Drone Co provides photography, videography and data collection services (“sUAS Services”) using unmanned aerial vehicles (“UAVs”), also known as ‘drones’, to real estate professionals, real estate developers, property owners, property management companies, Construction companies, among others.
WHEREAS Florida Drone Co will provide sUAS Services and license its copyright protected photographs, video and/or data to Customer under the terms set forth in this Agreement.
WHEREAS Florida Drone Co provides sUAS Services and operates under FAA Part 107 Regulations, waivers and permissions issued by the FAA (Federal Aviation Administration), as required.
WHEREAS Florida Drone Co is insured for liability and property damage coverage for its sUAS Services.
WHEREAS Customer wishes to hire Florida Drone Co to provide sUAS Services and license certain photographs, video and/or data from Florida Drone Co as provided herein.
THEREFORE, in consideration of the mutual agreements hereinafter contained, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto, intending legally to be bound hereby, agree as follows:
1. sUAS Services: The Florida Dron Co will perform the following services for Customer at and of their property (the “Property”), located at _________________:
Securing any permissions and authorizations for flight from third parties unrelated to the Property as necessary.
FAA Regulatory Compliance & Reporting
Obtaining Aerial Video footage
Obtaining Aerial Photographs
Performing Post‐Production & Editing
Other (describe): __________________________
2. Service Fee: Customer will pay The Florida Drone Co the following fee for the sUAS Services (“Service Fee”) which includes, travel time, operating the UAV, taking photographs, video and capturing data, editing and post production activities (if any).
Total Flat Agreed upon Rate: ________ USD
Hourly Agreed upon Rate: ________ USD
Other Service Fee Conditions: Customer understands that they are paying a Service Fee for the work performed and a separate Copyright License Fee for use and rights in the photographs, video and/or data obtained as part of the sUAS Service as set forth in Addendum A.
Default License Fee is built into the total flat rate or hourly rate. If Customer requires more extensive Copyright Licenses, additional fees will be incurred.
Additional: ______________________
3. sUAS Service Deliverables: Florida Drone Co will license the agreed upon items as set forth in the Copyright License Agreement set forth in Addendum A, to the Customer as part of its sUAS Services. Florida Drone Co will provide an agreed upon number of photographs and/or videos per prior discussion or the package Customer has chosen. Files will be sent to the customer via Google Drive link or other electronic means.
4. sUAS Service Dates: Customer understands that there are variables, some outside of Florida Drone Co’s control, which affect Florida Drone Co’s ability to fly on any given date and time at any given flight locations. These Variables include, but are not limited to, compliance with the FAA regulations, conditions and limitations, third party permissions, weather conditions, and safety issues.
a. Subject to these variables, the Parties will in good faith work together to meet the following timelines:
the UAV flight related activities will take place before or about TBD (to be determined), and
sUAS Deliverables will be provided to Customer before or about 1-3 weeks after completion of sUAS flight activities of the Property
b. Customer will provide right-of-entry on the project site for Florida Drone Co, its agents, representatives, employees and subcontractors, necessary to perform the sUAS services. Florida Drone Co will obtain all other required permissions in order to provide the services. In the event Florida Drone co, for any reason unrelated to Customer’s obligations, is unable to secure necessary permissions to perform the Services, Customer shall be entire to a full refund for any amounts paid for sUAS Services.
5. Payment Terms: Customer will pay as agreed upon in the service agreements. Options for payment include but are not limited to
Prior to delivery of sUAS Service Deliverables
Upon Completion of delivery of sUAS Service deliverables
6. FAA Compliance: Florida Drone Co represents that it has obtained all required FAA approvals for the sUAS Services
7. Intellectual Property: Florida Drone Co owns any and all right, title and interest in and to, without exception and broadly defined, Copyright Protected Works (as herein defined), including, without limitation, all rights under copyright law in the United States and worldwide and all right to exploit the Copyright Protected Works before, after or during the term of any License to Customer and for any purpose. Works is defined to include all images, videos, graphics, data, and data output, digital or otherwise, including, without limitation, maps, photographs, and videos created and/or generated by Florida Drone Co through, or related to, the use of Unmanned Aerial Systems as part of the sUAS Services and/or Deliverables.
8. Term: The Term of this Agreement shall be the Term set forth in the Copyright License Agreement set forth in Addendum A.
9. sUAS Service Warranty/Limitations: Florida Drone Co ill perform sUAS Services with that level of care and skill ordinarily exercised by other UAS professionals practicing in the same discipline(s), contemporaneously under the same circumstances and in the same locality as Customer’s project. Florida Drone Co represents and warrants that all content created for or used to create the Copyright Protected Works, including but not limited to text, source code, images, photographs, videos, or designs, will not violate the rights of third parties, including without limitation intellectual property rights and rights of publicity or privacy. No other warranties, express or implied, or fitness for a particular purpose are made with respect to this Agreement or the sUAS Services, Deliverables or License provided hereunder.
10. Integration and Modifications. Florida Drone Co hereby incorporates Addendum A into this Agreement. This Agreement constitutes the entire agreement between the parties. The parties further acknowledge that this Agreement supersedes any and all other proposals, agreements, and/or communications, oral or written between the Parties. No modifications of the Terms and/or Proposal are valid, unless the same is made in a written document executed by both parties.
11. Governing Law, Venue & Personal Jurisdiction: Florida Drone Co and Customer consent to the jurisdiction of the State and/or Federal Courts located in Broward County, Florida for the resolutions of any and all disputes between the parties arising out of this sUAS Service Agreement and agree that venue will be proper and convenient in Broward County, Florida and that neither party shall challenge venue in Broward County, Florida. The validity and construction of the sUAS Services Agreement, and the rights and duties of the parties thereunder, will be governed in accordance with the laws of the state of Florida.
12. Survival: In the event that any of the provisions of the Proposal, including the Terms, is found to be illegal, invalid or unenforceable, the remaining provisions shall remain in full force and effect.
13. Counterparts: This agreement may be signed by any number of counterparts, each of which is an original and all of which taken together form one single document. Signatures transmitted electronically will be treated as originals.
Addendum A: Copyright License Agreement
1.0‐Incorporation by Reference: This Copyright License Agreement (“Agreement”) is an Addendum to the sUAS Agreement. All boxes checked below shall apply and govern the Terms of this License of the Copyright Protected Works.
2.0‐The Copyright Protected Works: Customer agrees that the Copyrighted Works, whether registered or unregistered, are defined to include:
2.1 All photographs and video taken by Florida Drone Co as part of the sUAS Services or Deliverables, whether raw, edited, unedited, reproduced, copied, modified or sampled by Florida Drone Co, Customer or any third party.
2.2 All data in whatever form, obtained as part of the sUAS Services or Deliverables including data that is input, output, copied, manipulated, incorporated, edited, reproduced or analyzed into or by any third party software.
3.0‐Type of License: Subject to the Terms and this Agreement, Florida Drone Co grants Customer a license to use the Copyright Protected Works provided by Florida Drone Co
3.1 Non-Exclusive: Customer shall have non‐exclusive rights in the Copyright Protected Works during the Term of this Agreement.
4.0 Assignment
4.1 Non-Exclusive: Customer may not assign its rights and/or obligations under the Agreement to another party.
5.0‐Scope of Use: This license allows Customer to the following rights related to the Copyright Protected Works (“Rights”), and subject to all other License provisions herein:
5.1 Incorporate the Copyright Protected Works into Customer’s original work.
5.2 Use the Copyright Protected Works in the following ways:
5.3 Reproduce the Copyright Protected Works.
5.4 Prepare derivatives of the Copyright Protected Works.
5.5 Distribute copies of the Copyright Protected Works.
5.6 Display the Copyright Protected Works.
6.0‐Territory: The licensed territory wherein the Customer may exercise Rights is limited to the following:
6.1 Worldwide
7.0‐Expressly Prohibited Uses by Customer:
8.1 Use that violates the rights of third parties or violates any applicable
local, national, state, provincial, and/or international laws, treaties, and regulations:
8.2 Claim any proprietary rights of any sort in all or any portion of the
Copyright Protected Works, or alter or remove any copyright or proprietary noticed contained in or in the Copyright Protected Works:
8.3 Use all or any portion of the Copyright Protected Works that could be
considered offensive, threatening, pornographic, defamatory or unlawful.
9.0‐Enforcement of Intellectual Property Rights: Florida DroneCo reserves the exclusive right, but not the obligation, to enforce all copyrights against infringers at its own cost and to its exclusive benefit.
10.0 ‐Term & Termination: Subject to the Terms mentioned above and this Agreement, the Copyright License granted to Customer by Florida DroneCo shall be in effect for/until the date below, and all such licenses or sublicenses that may have been granted by customer are terminated unless expressly renewed or extended in writing:
10.1 _____ days after the end or termination of the Property Listing Agreement.
10.2 ______ days after the date that the Copyright Protected Works are delivered to Customer.
10.3 On the following date and time ___________________________.
10.4 Perpetual and indefinite – ONLY for personal use of Property owner NOT related to sale of Property or current listing agreement.
11.0 ‐Obligations Upon Expiration of Term, Termination and/or Cancellation: Upon expiration of term, termination and/or cancellation of the term or license rights:
11.1 Within _______ days, Customer must return all of the Copyright Protected Works to Florida Drone Co and/or confirm that such Works have been permanently destroyed.
11.2 Customer must cease use, and remove the Copyright Protected Works from the Internet related to the sale of the Property, to the extent that Customer has the access or ability to direct that such works be removed.
12.0 ‐License Fee: Based on the above license grant (check which option applies):
12.1 Customer will pay a one‐time License Fee for the use of the Copyright Protected Works in an amount of $______________
12.2 Customer will pay monthly License Fee for the use of the Copyright Protected Works in an amount of $____________ / ___________, with the first payment due before first use and remaining payments due on the first day of each month thereafter for the Term of the License. A failure to pay such monthly fee when due shall suspend such license until payment is received.
13.0 Other Terms:
Florida Drone Co reserves the right to use all Works for its own marketing purposes. Unless an exclusive license is purchased by the Customer, Florida Drone Co also has the ability to license all Works to other parties at any time.