Terms and Conditions of Sale

Terms & Conditions of Sale

BETWEEN: 8478007 CANADA INC. DBA: Recon Aerial Media having its communication office at 2188 Trailwood Drive, Ottawa, Ontario, Canada (the “Provider”);

AND: the “Purchaser “

RECITALS AND BACKGROUND

Via the sale of a Specialized sUAS Workflow Resource(s) the Purchaser accepts that Provider is the owner of the copyright of all workflows, manuals, annexes, checklists and all related information, processes sold as or linked to Specialized sUAS Workflow Resources and that this information is consider Confidential Information.
The Purchase accepts that the business processes, contacts or supplier arrangements are Confidential Information and not to be shared in any way with any 3^rd party whether for benefit or no benefit at all.
The Purchaser accepts that for the purposes of the Copyright, the Specialized sUAS Workflow Resources are original works created by the Provider.
The Purchaser intends to use the copyright Specialized sUAS Workflow Resources and seeks a License from the Provider for the Purpose as defined by this sales agreement.
The Provider has agreed to grant the License for the Purpose.
The Purchaser has agreed to comply with the obligations set out in the Terms and Conditions of Sale and acknowledges that any breach will cause damage and loss to the Provider for which the Purchaser will be liable.

OPERATIVE PART

LICENCE

1.1. Upon performance of the obligations set out in Part C License Fee and subject to the terms and conditions of sale, the Provider herby grants the Purchaser an indefinite License to use Specialized sUAS Workflow Resource(s) for the Purpose.

1.2. Where the License is provided for use of the Specialized sUAS Workflow Resources in electronic form and/or hardcopy form, the Purchaser will have the right to make and disseminate unlimited copies for the Purpose.

1.3. The grant of the License will not prevent the Provider from granting further Licenses to other persons without seeking the permission or consent of the Purchaser.

1.4. The Purchaser must not assign the License to any other person or otherwise sell, charge, disclose or encumber the Licence/Specialized sUAS Workflow Resources.

1.5. The Purchaser must not give third parties permission to copy or distribute the Specialized sUAS Workflow Resource and must only use it for the Purpose.

1.6. Where the Purchaser has been provided a License it will have no expectation of being granted a further License for continued updates, improvements, enhancements beyond the first 12 months from the date of purchase.

LICENSE FEE AND UPDATES, ENHANCEMENTS AND IMPROVEMENTS

2.1. In consideration for the Licence, the Purchaser must pay the Provider the fee set out in Part C of the Schedule.

2.2. The Provider is not obliged to update and enhance or improve the Specialized sUAS Workflow Resources.

2.3. Where the Purchaser has been granted a License by the Provider, the Purchaser may purchase a right to receive any enhancements or improvements made by the Provider for the payment of the additional fee set out in D of the schedule.

INTELLECTUAL PROPERTY

3.1. The Purchaser acknowledges that the Provider is the owner of the copyright in the Specialized sUAS Workflow Resources and that ownership of the copyright will remain vested with the Provider, indefinitely after the Date of purchase.

3.2. The Purchaser must not alter, remove or obscure any copyright or trade mark symbol or legend or other proprietary mark of the Provider on the Specialized sUAS Workflow Resources however so included.

3.3 In the event that the Purchaser infringes the intellectual property of the Provider, the Purchaser hereby indemnifies the Provider for any loss or damage suffered including liability for any legal fees and costs on an indemnity basis.

PROVIDER WARRANTY AND GUARANTEE

4.1. The Provider warrants that the Provider’s use of the Specialized sUAS Workflow Resources for the Purpose will not infringe the rights including Intellectual Property Rights and/or moral rights of any third party.

PURCHASER OBLIGATIONS, WARRANTIES & ACKNOWLEDGEMENTS

5.1. The Purchaser may only use the Specialized sUAS Workflow Resources for the Purpose.

5.2. The Purchaser will ensure that all copies of the Specialized sUAS Workflow Resources made, printed, published, reproduced or otherwise disseminated by the Purchaser including in electronic form will bear whatever proprietary statement is required by the Provider including the copyright symbol ©.

5.3. The Purchaser undertakes to ensure that the Specialized sUAS Workflow Resources are not and will not be subjected to any treatment that is prejudicial to the reputation of the Provider or that infringes the moral rights of the author of the Specialized sUAS Workflow Resources.

5.4. The Purchaser is not permitted to sell, charge, or otherwise encumber the Specialized sUAS Workflow Resources except in accordance with a separate and duly signed Reseller Agreement.

5.5. The Purchaser must not permit any other person to copy, disseminate to 3^rd parties or sell the Specialized sUAS Workflow Resources except with the prior permission of the Provider and must take such steps as are reasonably necessary to prevent such activity and make such persons aware of the Provider’s obligations under this clause.

5.6. Except as provided in clause 6.2 the Purchaser must not carry out any updates, enhancements and improvements without the prior written permission of the Provider.

5.7. The Purchaser must not manipulate the format or alter the content of the Specialized sUAS Workflow Resources in any way without prior written permission from the Provider.

5.8. The Purchaser is not permitted to claim or hold itself out, engage in any conduct or make any representation the effect of which would suggest that it is the agent of the Provider.

5.9. The Purchaser undertakes to promptly advise the Provider of any legal proceedings, threat of legal proceedings or claim which may involve the Specialized sUAS Workflow Resources including any infringement of Intellectual Property through the provision of the License or through the use of the Specialized sUAS Workflow Resources.

5.10. In the event of a matter arising as contemplated in clause 5.9, if requested by the Provider, the Purchaser undertakes to keep the Provider fully informed of the progress of any such proceeding or claim.

5.11. The Provider may at anytime in its sole discretion seek to join any proceedings to defend or settle the claim or proceeding.

5.12. The Purchaser must not settle such proceeding or claim, except with the written consent of the Provider.

5.13. In the event of a matter arising as contemplated in clause 5.9, at the Provider’s request, the Purchaser will provide the Provider with copies of any and all documents and materials including legal advice relating to such proceeding or claim.

5.14. The Purchaser warrants that it has not relied upon any representation made by the Provider other than as set out in these terms and conditions of sale.

UPDATES, ENHANCEMENTS AND IMPROVEMENTS

6.1 From time to time the Provider may prepare improvements to the Specialized sUAS Workflow Resources. The License provided under the terms and conditions of sale or the Warranty and Guarantee provided in clause 4 of these terms and conditions of sale does not entitle the Purchaser to use the updates, enhancements and improvements unless it is a specific term of the License provided to the Provider.

6.2 The Purchaser may of its own volition prepare improvements to the Specialized sUAS Workflow Resources. If the Purchaser does so, it must continue to recognize the intellectual property of the Provider in accordance with clause 5.2 of these terms and conditions of sale and it must also clearly identify each addition/amendment and specify that it has made the changes using words to the effect of “Adapted by (Licencee Name) on dd/mm/yyyy”. However, the Warranty and Guarantee will no longer apply to the Specialized sUAS Workflow Resource to which these terms and conditions of sale apply or to the Purchaser improvements.

6.3 In the event of Purchaser improvements, the Provider will be deemed to be the joint owner of the copyright in those improvements. The Purchaser must not use the Purchaser improvements for any purpose other than the Purpose for which the License was granted by under the terms and conditions of sale. In particular, the Purchaser must not sell, charge, disclose or otherwise encumber Purchaser improvements or permit others to do so except in accordance with these terms and conditions of sale.

6.4 Within 7 days of preparing the Purchaser improvements, the Purchaser must provide written notice to the Provider that it has done so and within seven (7) days of receiving a written demand from the Provider, the Purchaser must without charge provide the Provider with a copy of the Purchaser improvements. The Provider will in its absolute discretion and without the payment of any fee to the Purchaser have the right to incorporate the Purchaser improvements into an updated version of the Specialized sUAS Workflow Resources. The Provider will have the right to issue Licenses to third parties for a fee and the Purchaser will not have an entitlement to receive any payment from the Provider or the third party for any License issued by the Provider for any updated version of Specialized sUAS Workflow Resources incorporating the Purchaser improvements.

LIMITATION OF LIABILITY AND REMEDY FOR DEFECTS

7.1 To the fullest extent permitted by law, the Provider expressly disclaims all implied warranties and conditions including without limitation implied warranties as to merchantability and fitness for purpose of the Specialized sUAS Workflow Resources and any equipment and any associated 3^rd party providers information or service that forms any part thereof.

7.2 (a) If the Purchaser is entitled to seek redress for any failure or breach of Guarantee under the Canadian Consumer Protection Law the remedy available to the Purchaser is limited the repair or the replacement with an equivalent Resource to that supplied to the Provider. The Purchaser will not be entitled to receive a refund of monies paid to the Provider unless the Provider is unable to remedy the failure within a reasonable time or the nature of the failure is such that it cannot be remedied by the replacement or repair of the Specialized sUAS Workflow Resource supplied to the Purchaser (for example as a result of a defect in title).

(b) If the Purchaser is not entitled to seek a redress under Canadian Consumer Protection Law, the remedy available to the Purchaser for any failure or breach of Guarantee or Warranty for any defect is limited to the repair or the replacement with an equivalent Specialized sUAS Workflow Resource(s) supplied to the Purchaser unless such replacement will not cure the failure or defect and in which case the liability of the Provider will be limited to $0.00.

7.3 To the fullest extent permitted by law, the Provider excludes all liability for equipment and 3rd party add-on products/services for indirect or consequential loss including loss of revenue, loss of profits, failure to realize expected profits or savings and any other commercial or economic loss of any kind arising from the provision of the License and the use of this equipment or 3rd party product/services and do by the Purchaser.

7.4 To the fullest extent permitted by law, the Provider excludes all liability for indirect or consequential loss including loss of revenue, loss of profits, failure to realize expected profits or savings and any other commercial or economic loss of any kind arising from the provision of the License and the use of the Specialized sUAS Workflow Resource(s) by the Purchaser.

INDEMNITY

8.1 The Purchaser indemnifies and holds harmless the Provider and promises to keep the Provider indemnified against any loss, claim, action, settlement, award, judgment, expense, fine or damage that the Provider might suffer as a result or incidental to the use (including for the Purpose and unauthorized use) of the Specialized sUAS Workflow Resources and/or any associated 3^rd party providers information or service that forms any part thereof whether or not the sale of the associated 3^rd party information or service was directly included in the Specialized sUAS Workflow Resource(s).

TERMINATION of LICENSE

9.1 The license shall be considered terminated if:

(a) Purchaser, shares or discloses or disseminates the Specialized sUAS Workflow resources to a 3^rd party as to contravene in practice or intent the spirit of the Terms and Conditions of Sale for an individual license to a named, individual company (Purchaser).

(b) Purchaser becomes subject to external administration or being a natural person becomes bankrupt or dies;

(c) Purchaser (if a partnership) dissolves or enters a process of dissolution or (if a corporation) undergoes a Change of Control event; or

(d) Purchaser ceases or notifies of its intention to cease trading as a business.

(e) Purchase attempts to use or recreate in part or whole the Specialized sUAS Workflow Resources or business processes to mimic for it’s personal gain, to the benefit of a 3^rd party or for now benefit at all the business processes, sales strategies, general structure or business strategy of the Provider.

9.2 Where the Specialized sUAS Workflow Resource is provided to the Purchaser’s named company by the Provider in digital and/or hard copy printed form the License will terminate immediately upon change of name to the Purchasers company unless the Provider has been give 30 day prior written notification of the change.

9.3 Subject to any part of the terms and condition of sale or if given notice by the Purchaser is or the License is terminated by operation of clauses 9.1 or 9.2, the Purchaser will immediately cease using the Specialized sUAS Workflow Resources and will promptly return the Specialized sUAS Workflow Resources including any copies and/or derivative materials to the Provider and/or destroy all hardcopy and digital content provider to the Purchase or held under license.

9.4 Following termination, the provisions in clauses 7 and 8 will continue to be binding.

10 NOTICES

10.1 Any Notice given pursuant to these terms and conditions of sale must be given in writing and addressed to the Provider at the address, facsimile number or email address set out in Part E of the Schedule or at the address as submitted by the Purchaser via the online purchasing form/product.

10.2. A Notice will be deemed given on the same day if hand delivered with authorized receipt; if posted, then three (3) business days after date of posting; if faxed, upon successful transmission record; and if by email, by return email to the sender informing receipt of the email.

11 GENERAL PROVISIONS

11.1 (Law and Jurisdiction) The Provisions contained in these terms and conditions of sale will be governed by and construed in accordance with the laws of Ontario, Canada and any claim made by one party against the other in any way arising out of then will be heard in Ontario and the parties submit to the jurisdiction of those Courts.

11.2 (Relationship) The Parties do not intend that these terms and conditions of sale will give rise or be deemed to constitute a partnership, joint venture or agency between the parties.

11.3 (Entire Terms and Conditions) These terms and conditions of sale constitute the entire terms and conditions of sale and all understandings, prior representations, arrangements or commitments that are not contained herein have no effect whatsoever and do not bind the parties.

11.4 (Invalidity) If any provision of these terms and conditions of sale is invalid under any law that provision will be limited, narrowed, construed or altered as necessary to render it valid, but only to the extent necessary to achieve such validity. If necessary the invalid provision will be deemed not to bind the parties and the remaining provisions will remain in full force and effect.

11.5 (Waiver) No waiver of any right or remedy will be effective unless in writing and will not operate as a waiver of that right or remedy or any other right or remedy on a future occasion. The conduct of the parties will not constitute a waiver of any right or remedy.

11.6 (Implied Terms) Any implied term under law that can be excluded is expressly excluded and no term is to be implied as being a term or condition of sale unless by law it cannot be excluded.

11.7 (Execution) The terms and conditions of sale are deemed to apply when the Purchaser selects the appropriate acceptance option on the Provider’s web site.

11.8 (Advice) The Purchaser acknowledges and represents that it has had the opportunity to seek and obtain separate and independent legal advice before accepting these terms and conditions of sale. If the Purchaser accepts the terms and conditions of sale without first taking legal advice it has done so at its sole and absolute discretion and it will not be entitled to rely upon the absence of legal advice as a defence to any breach.

12 INTERPRETATION

12.1 Definitions

“Change of Control” means, in relation to a corporation, a change in control of the board of directors, a change of control of more than half the voting rights attaching to shares in the corporation, or a change of control of more than half the issued shares to which voting rights are attached.

“Confidential Information” means all information in whatsoever form that is:

marked or identified as “Confidential”, “Secret”, “Not to be Disclosed” or “Private”;
Intellectual Property which includes information relating to the Information Provider’s proprietary rights prior to any public disclosure of such information, including but not limited to the nature of the proprietary rights, workflows, production data, technical and engineering data, technical concepts, test data and test results, simulation results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets);
Marketing and Development Information which includes marketing and development plans of the Information Provider, price and cost data, price and fee amounts, pricing and billing policies, quoting procedures, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Information Provider which have been or are being discussed;
Business Operations which includes internal personnel and financial information of the Information Provider, vendor names and other vendor information (including vendor characteristics, services and agreements), purchasing and internal cost information, internal services and operational manuals, client engagement strategies and the manner and methods of conducting the Information Provider’s business;
Product Information which includes all specifications for products of the Information Provider as well as work product resulting from or related to work or projects of the Information Provider, of any type or form in any stage of actual or anticipated research and development;
Production Processes which includes processes used in the creation, production and manufacturing of the work product of the Information Provider, including but not limited to, workflows, formulas, patterns, molds, models, methods, techniques, specifications, processes, procedures, equipment, equipment usage, devices, programs, and designs;
Service Information which includes all data and information relating to the services provided by the Information Provider, including but not limited to, plans, schedules, manpower, inspection, client engagement, workflows, and training information;
the receiving party knows or ought to know is confidential;
referred to as Confidential Information with these Terms and Conditions of Sale
but does not include any information which prior to the date of purchase was lawfully in the public domain or which the discloser has published, circulated or announced publicly or was developed by the receiving party independently of the disclosing party.

“Dollars” means a denominator in the currency of the United States of America.

“Enhancements and improvements” means any changes to the Specialized sUAS Workflow Resources made by the Provider.

“Enhancement and Improvement Fee” means the fee referred to in Part D.

“Intellectual Property Rights” means all rights of the Provider in copyright, circuit layout, designs, trademarks, workflows, business processes, supply arrangements, patents and all other rights in intellectual property as defined in Article 2 of the World Intellectual Property Organization (WIPO) Convention whether registrable, registered, patentable or not.

“Licence” means the License granted by the Provider to the Purchaser as defined by Part A.

“Purchaser improvements” means any improvements to the Specialized sUAS Workflow Resources made by the Purchaser.

“Notice” means a notice in writing in English including those sent by facsimile, letter and email to the party’s address for notices set out in Part E of the Schedule.

“Purpose” means the purpose set out in Part B of the Schedule.

“Specialized sUAS Workflow Resource(s)” is a package sold on line that provides unique information and/or documentation related to sUAS flight operations, aerial imaging, sUAS surveying and mapping, sUAS public security, sUAS scouting and agri-works, sUAS aerial inspections and sUAS building information modeling/construction surveying, stockpile and/or aggregate/mining surveys or other Specialized sUAS Workflows and associated equipment as may be developed from time to time.

“Term” means the period between the Date of purchase and the event specified in clause 9.

“Terms and conditions of sale” means these terms and conditions of sale including the Schedule and any amendments included here in from time to time.

“The date of purchase” means the date upon which the Purchaser buys the Specialized sUAS Workflow Resource binding the terms and conditions of sale.

“Update means any changes to the Specialized sUAS Workflow Resources made by the Provider at its sole discretion that may be necessitated by changes to regulatory requirements, equipment or processes.

ADD-ON OR AFFILIATED SALES

13.1 Legal Documentation – Dronelawpro.com and/or Traverselegal.com – Recon Aerial Media is advertising Drone Law Pro’s (DLP) Ops in A Box and associated products on this website and/or in email communications to our community. If you wish for more information about DLP, you may click the following links: www.dronelaw.pro and www.traverselegal.com. The products offered by DLP, and advertised by Recon Aerial Media are forms, and not tailored to your or any specific person or company’s situation or issue. A reasonable advertising fee may be made by DLP to Recon Aerial Media for lead generation, advertising and marketing services through a tracking link which uses a cookie, which you hereby authorize, for the sole purpose of tracking and reporting visitors originating from Advertiser to DLP, for the purposes of tracking leads. Nothing on this website constitutes legal advice by Recon Aerial Media or DLP. No attorney-client relationship is formed between any website visitor or email recipient and DLP or its associated law firm as a result of this Advertising relationship, the tracking link or use of this website. If you have a legal issue, or wish to retain a lawyer, you should seek out an attorney and sign a retainer agreement for legal advice with a law firm of your choice after careful consideration. Recon Aerial Media is not endorsing or approving any law firm or lawyer, including DLP, as a result of its advertising. Advertiser has no exclusive agreement with any lawyer or law firm regarding its advertising arrangements. You are encouraged to interview multiple law firms if you should need legal advice and prior to entering into a written retainer agreement with the law firm or lawyer of your choice.

13.2 Insurance – Global Aerospace Inc via Scott Sky Smith Insurance – Recon Aerial Media is advertising Global Aerospace Inc. insurance products via a licenced broker, Scott Sky Smith brokerage on this website and/or in email communications to our community. If you wish for more information about these sUAS insurance products, you may click the following here to receive a quote. The products offered by Global Aerospace Inc. via Scott Sky Smith brokerage, and advertised by Recon Aerial are not tailored to your or any specific person or company’s situation or issue. A reasonable advertising fee may be paid by Scott Sky Smith to Recon Aerial Media for advertising and marketing services through a tracking link which uses a cookie, which you hereby authorize, for the sole purpose of tracking and reporting visitors originating from Advertiser to Global Aerospace in the name of Scott Sky Smith brokerage, for the purposes of tracking leads. Nothing on this website constitutes insurance advice by Recon Aerial Media or Global Aerospace Inc. via Scott Sky Smith brokerage. No insurance is bound between any website user or email recipient and Global Aerospace Inc. via use of any insurance estimate form found on this website or via information received by a email recipient from Recon Aerial Media as a result of this Advertising relationship between Recon Aerial Media and Scott Sky Smith brokerage. Recon Aerial Media is not endorsing or approving any insurance provider or insurance brokerage or lawyer, including Global Aerospace Inc and Scott Sky Smith brokerage, as a result of its advertising. Advertiser has no exclusive agreement with any insurance provider or brokerage regarding its advertising arrangements. You are encouraged to seek out independent quotes from multiple insurance providers you should need sUAS insurance prior to purchasing a policy to ensure the provider and policy meet your needs.

13.3 UAV Training – UAV Coach, Dart Drones or Other – Recon Aerial Media makes no warranty or on behalf of independent 3rd party trainers with respect to merchantability, completeness, accuracy of the information provided, nor does it guarantee or warranty that individuals will successfully pass any course or exams related to the information provided by these independent organizations. Recon Aerial Media is not endorsing or approving any training provider, including UAVCoach or Dart Drones, as a result of its advertising efforts.

SCHEDULE

PART A – SPECIALIZED SUAS WORKFLOW RESOURCES (Definition)

A set materials and processes (both in digital and printed hard copy form) prepared by the Provider to assist the Purchaser in understanding and/or delivering sUAS services.

PART B – PURPOSE (Definition)

To enable the Purchaser to use the Specialized sUAS Workflow Resources internally within its organization by the named company to assist the Purchaser in understanding and/or delivering sUAS services for its sole benefit and not to compete with or interfere with the legitimate business activities of the Provider in any jurisdiction without prior written consent.

PART C – LICENSE FEE

The Purchaser must pay the License Fee applicable to the Specialized sUAS Workflow Resource as specified below:

Indefinite License

Subject to any other provisions of these terms and conditions of sale, the License Fees applicable where the Purchaser seeks indefinite use of the Specialized sUAS Workflow Resources are:

(a) Aerial Imaging – Specialized sUAS Workflow Resource in digital form and hardcopy form (inclusive of Flight Operations Manual, Annexes, Workflow, Supply Arrangements, 3^rd Party Add-ons and related documentation/processes).

License fee is $5 000.00 inclusive of applicable taxes.

(b) Surveying and Mapping – Specialized sUAS Workflow Resource in digital form and hardcopy form (inclusive of Flight Operations Manual, Annexes, Workflow, Supply Arrangements, 3^rd Party Add-ons and related documentation/processes).