Terms and Conditions:
Updated April 1st, 2020
This Terms and Conditions describe the business agreement (“agreement”) between you (hereinafter “you”, “your”) and Drone Industry Insights, UG (“DRONEII”). The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., individual, company, corporation, partnership, sole proprietor, etc.) or government agency entering into this agreement. In paragraph 6 “Research subscription license” we use the term “client” instead of “you” and “your”.
The terms and conditions listed below govern the use of the online services, like publications, webinars (the “Online Services”) and free or paid Materials & Products, like infographics, reports, rankings, data books, white papers, research subscription license, other services, etc. available therein (“Materials & Products”) provided by DRONEII.
- Grants and restrictions on use and purchase
1.1 Users and purchaser of Online Services and Materials & Products are granted a nonexclusive, nontransferable, limited right to access, use limited portions of the Online Services and Materials & Products made available to you. The rights granted to are as follows:
The right to use certain Online Services and Materials & Products for research purposes only. Including, the right to copy Materials & Products into users or purchasers’ analyses, presentations, documents, and other similar forms of work or research for internal purposes only. For avoidance of doubt Online Services and Materials & Products may not be used for commercial purposes and you shall not directly or indirectly, resell or commercially profit from providing the Materials & Products or Derived Data to third parties.
1.2 Neither party shall use the name, trademarks, service marks, symbols, or logos of the other party without the express prior written consent of the other party. Additionally, under no circumstances may any user or purchaser offer, sell, retransmit any part of the Online Services or Materials & Products to any other person for commercial resale or commercial redistribution in any medium or use the Online Services or the Materials & Products to compete with the business of DRONEII. You may not modify, reverse engineer, reverse assemble or reverse compile any part of the Online Services or Materials & Products. You may not use the Online Services in any way to improve the quality of any data sold or contributed by you to any third party. Downloading and storing Materials & Products in an archival database, decompiling, disassembling or reverse engineering the Materials & Products is strictly prohibited.
1.3 All right, title, and interest (including all copyrights, trademarks, and other intellectual property rights) in the Online Services and Materials & Products in any medium belongs to DRONEII or its third-party suppliers of Materials & Products. Authorized Users do not acquire any proprietary interest in the Online Services, Materials & Products, or copies thereof, except the limited rights granted herein.
1.4 Users and purchaser may not use the Online Services or Materials & Products in any fashion that knowingly infringes the intellectual property rights or proprietary interests of DRONEII or any third party. Your use of the Online Services and Materials & Products must comply with all applicable laws, rules or regulations. You may not use the Online Services for any illegal purpose or in any manner inconsistent with the Agreement or any applicable laws.
1.5 Users and purchaser may not remove, alter, edit, or obscure the copyright notice or other notices contained in the Online Services and Materials & Products or on www.droneii.com.
1.6 Users and purchaser may not use information included in the Online Services or Materials & Products to determine an individual consumers’ eligibility for: (a) credit or insurance for personal, family, or household purposes; b) employment; or c) a government license or benefit.
- Fees, Payment, Delivery and Taxes
2.1 General. DRONEII will invoice you for all fees and expenses of paid Materials & Products. You will pay the fees and expenses in advance (e.g. for subscription license) or within 14 days from date of invoice issued by DRONEII and in the currency specified in the invoice.
Fees for paid Materials & Products are nonrefundable.
DRONEII may: (a) accrue interest at the rate of five percent (5%) above the European Central Bank “Marginal lending facility” rate, and/or (b) discontinue the provision of Products if payment is not received when due. You have no right of set-off.
Delivery of Materials & Products is deemed to occur, and risk of loss passes upon delivery or when DRONEII provides online access to client that allow you to access or to take immediate possession of Product.
2.2 Subscription license. Unless otherwise agreed, DRONEII reserves the right to modify the fees after the initial 12-month subscription period. DRONEII vow that under no circumstances will the price change within the agreed subscription period.
- Limited warranty and indemnification
3.1 DRONEII represents and warrants that it has the right and authority to make the Online Services and Materials & Products available to Authorized Users as authorized expressly by this Agreement.
3.2 You agree, at your own expense, to indemnify, defend and hold harmless DRONEII, its suppliers, agents, directors, officers, employees, representatives, successors, and assigns from and against any and all loss, damage and expense, including reasonable attorney’s fees, and amounts paid in settlement arising from any and all third party claims that: (i) arise out of your use of the Online Services in violation of this Agreement; (ii) violate or breach this Agreement and in turn infringes such party’s intellectual property rights. You shall have the right, at your expense, to assume the exclusive defense and control of any such matter and DRONEII will fully cooperate with you in asserting any available defense. This indemnification is contingent on DRONEII providing prompt notice to you of any such third-party claim and shall not apply if the claim stems from any negligence, willful misconduct, or breach of this Agreement by DRONEII.
3.3 YOU AGREE THAT YOUR USE OF THE ONLINE SERVICES IS AT YOUR SOLE RISK AND YOU ACKNOWLEDGE THAT, THE ONLINE SERVICES AND MATERIALS & PRODUCTS ARE PROVIDED “AS IS”, AND “AS AVAILABLE” AND THAT DRONEII AND EACH THIRD-PARTY SUPPLIER OF MATERIALS & PRODUCTS MAKE NO WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE ONLINE SERVICES AND MATERIALS & PRODUCTS, INCLUDING BUT NOT LIMITED TO, MERCHANTIBILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR USE.
- Limitation of liability
4.1 DRONEII directors, employees, subcontracted parties, or any further assign of DRONEII shall not be liable for any loss, injury, claim, liability, or damage of any kind resulting in any way from: (a) any errors in or omissions from the Online Services or any Materials & Products available or not included therein, (b) the unavailability or interruption of the Online Service or any features thereof or any Materials & Products, (c) an Authorized User use of the Online Services or Materials & Products, (d) the loss or corruption of any data or equipment in connection with the Online Services, (e) the content, accuracy, or completeness of Materials & Products, all regardless of whether you received assistance in the use of the Online Service from a Covered Party, (f) any delay or failure in performance beyond the reasonable control of a Covered Party, or (g) any content retrieved from the Internet even if retrieved or linked to from within the Online Services.
4.2 UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO NEGLIGENCE, SHALL THE COVERED PARTIES BE HELD LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY; PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS’ FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE ONLINE SERVICES, MATERIALS & PRODUCTS, OR THE AGREEMENT OR FAILURE OF ANY COVERED PARTY TO PERFORM ITS OBLIGATIONS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, AND UNDER NO CIRCUMSTANCES WILL THE TOTAL AGGREGATE LIABILITY OF DRONEII IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE USE OF THE ONLINE SERVICES OR MATERIALS & PRODUCTS EXCEED THE AMOUNT PAID BY YOU UNDER THIS AGREEMENT
4.4 THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY’S INDEMNITY OBLIGATIONS, OR INFRINGEMENT OF INTELLECTUAL PROPERTY, OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO DRONEII OR ITS THIRD-PARTY SUPPLIERS.
4.5 DRONEII shall not be held liable for a temporary or permanent loss of service resulting from a change in the Users or Purchasers e-mail address or contact information, intentionally or unintentionally, which has not been communicated to DRONEII in accordance with terms of this Agreement
5.1 DRONEIIs ability to provide Online Services and Materials & Products is regulated by a variety of privacy, data protection, and other laws in a variety of jurisdictions. See Privacy statement.
5.2 This Agreement will be enforced to the fullest extent permitted by applicable law. If any provision of this Agreement is held to be invalid or unenforceable to any extent, then (a) such provision will be interpreted, construed and reformed to the extent reasonably required to render it valid, enforceable and consistent with its original intent and (b) such invalidity or unenforceability will not affect any other provision of this Agreement
5.3 This Agreement shall be governed by and construed in accordance with the laws of Germany without giving effect to principles of conflicts of law
5.4 This Agreement shall constitute the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals, or quotations on that subject matter.
5.5 This Agreement and its terms and conditions may be amended or replaced by DRONEII from time to time as described herein or by written agreement at the discretion of DRONEII.
5.6 Purchasing Materials & Products online. By clicking “I accept”, the individuals signing below hereby represent and warrants that they have the legal authority to bind the party on whose behalf they are signing to the terms of this Agreement.
5.7 Publicity. DRONEII may use a client’s/customer’s name and logo in compiling a list of DRONEII clients/customer. Any additional publicity concerning a Party will require the other Party’s prior written consent.
- Research subscription license
6.1 Definitions and subscription license types
6.1.1 “Authorized User(s)” means employees of client and/or client’s Affiliates or Divisional Affiliates, as applicable, who must access a Product solely to help client use the Product for its licensed purpose. client assumes full liability and responsibility for the acts and omissions of its Authorized Users and will take all reasonable steps to ensure that no unauthorized persons shall have access to the Product.
6.1.2 “Client License” means a type of license that allows the Authorized Users (Total number specified in the purchase order form) of client (as of the effective date of the license) to access the Product. The client licenses are described in the purchase order form.
6.1.3. “Purchase order form” means the document executed by both Parties describing the Product(s) being licensed, the license term, fees, expenses, and any special terms or conditions. The order form exists in his current version and will be provided by DRONEII during the clients’ order process.
6.2 Authorized use
6.2.1 License. DRONEII grants to client, and client hereby accepts, a license that is limited, nonexclusive, nontransferable, non-sublicensable, and revocable (solely to extent provided in Section 6.7, of the Agreement). Client may use the Product in the specified media and accompanying Documentation (if any), for its Internal Use only. The purchase order form will specify information relevant to the license grant, including: (a) the license type (e.g. advanced, premium, enterprise), (b) the license term (e.g. term/subscription), and (c) the Product(s) being licensed.
6.2.2 Creation of Works from the Product. Client may create reports or presentations (collectively “Work”) using information from the Product provided such Work is for client’s internal use only. Nothing in this section will operate to vest in client any proprietary rights in any Products or portions of work in any way derived from Products.
188.8.131.52 Amount of Product in Works. Client undertakes: (i) that the information from the Product used in the work will be insubstantial and de minimis in nature and will not be primarily a copy of the Product, and (ii) not to create work that uses a portion of the Product that could reasonably be considered substantial.
184.108.40.206 Work Not to be Commercialized. Client must never use work: 1) to produce a commercial product or service, or 2) directly for revenue generating purposes.
220.127.116.11 Citing DRONEII. In work, client will represent DRONEII or its third-party provider as the source of the Product information in the following form: “Includes content supplied by [NAME OF DRONEII]; Copyright © [NAME OF DRONEII [publication year]. All rights reserved”.
18.104.22.168 Use of Work at End of Term or Termination. Upon termination or expiry of this Agreement and/or purchase order form, subject to payment of the applicable fees, and subject to client’s continued compliance with the Agreement; DRONEII at its sole discretion may consent to permit client to continue to access work created by client.
6.2.3 Other Copying and Distribution. Except as specifically authorized in Section 22.214.171.124 or the applicable purchase order form, client may not copy, distribute, publish, republish, scan, transfer, sell, license, lease, give, permanently retain, decompile, reverse engineer, or otherwise reproduce, disclose or make available to others, or create derivative works from the Product or any portion thereof. client may make a reasonable number of copies of any documentation, provided all such copies include all legends, copyright and other proprietary notices that appear on the original.
6.2.4 Protection of Intellectual Property. Client agrees to take commercially reasonable actions on a day to day basis to assist the protection of its and its third-party providers’ intellectual property.
6.2.5 Effect on Assignment or Change of Control. Client acknowledges additional fees may be payable for License(s) granted under an purchase order form to this exhibit upon: (a) an assignment of this Agreement and/or such License(s); or (b) a change of control, proposed merger, consolidation, combination, or reorganization involving client or client’s affiliates, as applicable
Upon reasonable notice by DRONEII to client, and not more than once annually (unless prior violations have been discovered), during the term of this Agreement and 1 year thereafter, DRONEII may audit relevant records (e.g. records related to client’s use of Products) at client’s location during normal business hours to enable DRONEII to ensure client’s compliance with the Agreement.
6.4 Term and Termination
6.4.1 The term of a Product license will be set forth in the applicable purchase order form, and – except as it relates to One-Time Licenses – will automatically renew for additional one-year terms unless terminated as provided in section 6.4.2 of this Agreement. The term of this Agreement shall continue for the term of the purchase order form.
6.4.2 Either Party may terminate a purchase order form if: (a) one Party gives written notice to the other Party of its election to terminate at least 30 days before the end of the initial term or renewal term of the purchase order form for Products licensed on a term basis; (b) DRONEII no longer has the necessary right from any third-party to license or distribute the Product; (c) the other Party commits a breach of any material term or condition of this Agreement and does not cure such breach within 30 days of written notice; or (d) the other Party’s assets are transferred to an assignee for the benefit of creditors, to a receiver or to a trustee in bankruptcy, a proceeding is commenced by or against the other Party for relief under bankruptcy or similar laws and such proceeding is not dismissed within 60 days, or the other Party is adjudged bankrupt.
6.4.3 Any termination does not relieve either Party of any liability incurred prior to such termination, or for client’s payment for unaffected Products. Upon the termination of this Agreement, or any purchase order form; all fees and expenses owed by client through the date of termination automatically and immediately become due and payable.
6.4.4 Upon any expiration or other termination of a purchase order form, all licenses granted under same immediately will terminate. All terms and conditions of the Agreement will continue to apply to any purchase order forms that have not been so terminated.
6.4.5 Effect of Term or Termination. Unless stated otherwise within the Agreement, once the client makes a purchase the Product is their property even after this agreement has been terminated and they can utilize the contents of the Product/s as they wish provided that the use is in line with the license
6.5. Security measures
6.5.1 DRONEII reserves the right to employ security measures to monitor usage of the Products to ensure client’s compliance with the Agreement so long as these security measures are not prohibited by law. Any attempt to circumvent such access restrictions or DRONEII security measures will be considered a material breach of this Exhibit.
6.5.2 For certain Products, DRONEII will issue to client online access to the Products, which client acknowledges is only for client’s and its Authorized Users’ use and may not be shared with anyone else. Client is solely responsible for all use, authorized or unauthorized, of Products (including use by Authorized Users). Client must notify DRONEII immediately of any unauthorized use of Products.
6.6. Enabling software
If the Products licensed under this Exhibit are provided along with any web tool, search engine or software in order to access the Products (“Enabling Software”), Client agrees to use the Enabling Software only for purpose of accessing the Products and subject to the restrictions as set forth herein.
6.7. Physical delivery
Products which are shipped physically shall be delivered within an estimated and reasonable timeframe and time is not of the essence. DRONEII shall not be liable for any delay in the delivery of Products that are shipped physically. Unless otherwise agreed by the parties, packing and carriage charges are not included in the fees for Products which are shipped physically and will be charged separately.