These Terms & Conditions (“Terms”) are an agreement between Birds Eye Aerial Drones (“we,” “us,” or “our”) and you, the client (“you” or “Client”), starting on the date listed in your project agreement or task order (“Effective Date”). Both parties may be referred to collectively as “Parties.”

Overview

Birds Eye Aerial Drones provides drone-based services nationwide, including professional drone pilots and visual observers (collectively, the “Services”). By hiring us for a project, you agree to these Terms, which outline the general rules and conditions that apply to your project agreement or task order.

Scope of Work

1. Project Details
   The project agreement (or task order) will include:
   • The services and deliverables we’ll provide (the “Work”).
   • Tasks and responsibilities for the drone pilot.
   • Deadlines for completing the work.
   • Agreed payment terms.
   • Any other relevant details.
2. If there’s a conflict between these Terms and the task order, the task order will take priority.
3. Changes to the Project
   You can request changes to the scope of work anytime with a written change order. If changes affect the cost or timeline, we’ll work together to adjust the payment and deadlines fairly. We won’t begin the updated work until both sides agree in writing.
4. Special Requirements
   If the project involves additional rules or requirements from a main contract (like compliance or extra conditions), these must be clearly listed in the task order for us to follow. We’ll comply with all applicable terms included in the task order.

Our Responsibilities

1. What We Provide
   Birds Eye Aerial Drones will supply the aircraft, skilled personnel, and equipment needed to complete each project (Task Order) on time. We follow professional standards and ensure the work meets the specifications outlined in your Task Order.
2. Pilot Authority
   For safety reasons, the pilot has the final say on all flight operations and decisions related to aircraft safety.
3. Project Completion
   The work will be considered complete only after it has been reviewed and accepted by you, the Client.

Quality Control

1. Our Commitment
   We’ll complete the work according to the specifications in your Task Order. During the project, we’ll provide any reports, images, or data you reasonably request.
2. Your Review
   Once we finish, you’ll review the deliverables and let us know as soon as possible if anything doesn’t meet the agreed specifications.
3. Corrections
   If there’s an issue, we’ll make the necessary corrections to ensure the work meets the Task Order requirements. This correction will be your only remedy for any problems with the deliverables.

Use of Deliverables

You can only use the documents, images, and data we provide for their intended purpose. Reusing or altering these deliverables for other purposes is at your own risk.

Confidentiality

1. Protecting Information
   • Both parties agree to keep all confidential information private.
   • Confidential information includes business plans, data, trade secrets, financial details, and any other sensitive information shared during the project.
2. Authorized Sharing
   We’ll only share confidential information with employees or contractors who need it to complete the project and who are bound by similar confidentiality agreements.
3. Exceptions
   Information isn’t considered confidential if it:
   • Is publicly available.
   • Was already known by the receiving party.
   • Was lawfully provided by a third party.
   • Is independently developed without using the disclosing party’s information.
4. Legal Disclosure
   If required by law to disclose information, we’ll notify you (if legally allowed) and limit the disclosure as much as possible.
5. Data Retention
   We may keep a copy of your confidential information for backup purposes but will delete it permanently if no longer needed.

Intellectual Property

1. Ownership
   Birds Eye Aerial Drones owns all rights to the services we provide, including any patents, copyrights, and trademarks. You acknowledge our ownership and agree not to interfere with our rights.
2. Restrictions on Use
   Except as stated in your project agreement, you cannot:
   • Sell, copy, share, rent, lease, or transfer our services to others.
   • Modify, reverse engineer, or attempt to uncover our intellectual property.
   • Create new works based on our services without our written permission.
3. Changes and Feedback
   Any changes or improvements made to our services are owned by us. If you provide feedback or ideas for improvement (“Client Input”), we have the right to use it freely and forever, without owing you any compensation.

Non-Solicitation

You agree that during the project and for two (2) years after it ends, you will not try to hire or recruit any of our employees, contractors, pilots, or team members.

Representations and Warranties

Both Parties’ Commitment

• • Each party confirms they have the authority to enter into this agreement and perform their obligations.
  • Each party ensures that their actions under this agreement don’t violate any other agreements they are part of.

Each party will follow all applicable laws while performing their duties.

• Disclaimer of Warranties

1. No Warranties
   Except as stated in Section 13, Birds Eye Aerial Drones makes no promises or guarantees about the work, services, or deliverables. This includes not guaranteeing that the work will meet specific expectations or needs. All services are provided “AS-IS.”
2. Indemnification
   Both Birds Eye Aerial Drones and the Client agree to protect each other from any third-party claims, including costs, damages, or injuries caused by:
   • Negligence or intentional actions of either party or their team members.
   • A violation of any terms in the agreement.
   • Claims related to intellectual property issues.
3. If both parties are responsible for a problem, each will cover its portion of the fault. If the work becomes the subject of an infringement claim, Birds Eye Aerial Drones may either:
   • Secure the right for the Client to continue using the work.
   • Change the work to avoid the infringement.
   • Or, if those options are not possible, end the agreement.
4. However, Birds Eye Aerial Drones is not responsible for any infringement claims arising from:
   • Violating the agreement.
   • Using the work with products or software not provided by us.
   • Any modifications made to the work by someone other than us or our authorized partners.
   • Continuing use of the work after we’ve informed the Client about the potential issue.

Term and Termination

1. Duration of the Agreement
   The agreement between Birds Eye Aerial Drones and the Client will remain in effect until the work is completed, unless extended or terminated earlier. Either party can end the agreement with a 14-day written notice if the other party breaks the agreement and doesn’t fix it within that time.
2. Immediate Termination
   The agreement can be ended right away if one of the parties:
   • Goes bankrupt,
   • Makes a deal to benefit creditors,
   • Files for bankruptcy or reorganization,
   • Appoints a receiver, or
   • Starts a liquidation process.
     However, if any of these things happen involuntarily, the agreement will only be broken if the situation isn’t fixed within 90 days.
3. After Termination
   If the agreement ends, Birds Eye Aerial Drones will invoice for any unbilled work done before the termination date. The Client must pay for all services, and Birds Eye Aerial Drones will deliver all collected data and information if payment is received.

Independent Contractor Status

No Employee Relationship
Birds Eye Aerial Drones is an independent contractor, not an employee of the Client. We are responsible for how we do our work and are not an agent, partner, or employee of the Client.

Force Majeure

1. Unforeseen Events
   Neither party is responsible for delays or failures in performance due to events outside their control, such as:
   • Bad weather,
   • Equipment failures,
   • War or terrorism,
   • Strikes,
   • Government restrictions, or
   • Other events beyond control.
2. If performance is delayed due to these conditions, work will continue as soon as possible. If work is stopped due to conditions beyond Birds Eye Aerial Drones’ control, the Client will still pay for the work done before the stoppage.

Non-Disparagement

Respecting Each Other’s Reputation
Both parties agree not to make any negative statements or actions that could harm each other’s reputation or business, either during or after the agreement.

Notices

Sending Notices
Any important communication must be in writing and delivered by mail or courier service with confirmation. Notices can also be sent by email if acknowledged in writing.

No Assignment or Subcontracting

No Transfer of Rights
Neither party can transfer their rights or obligations to someone else without the other party’s approval, unless there is a change of control, such as a merger or sale of assets. Birds Eye Aerial Drones can subcontract work without the Client’s approval but will still be responsible for the subcontractor’s actions.

Successors and Assigns

Binding Agreement
The agreement will apply to both parties and their successors. It benefits both parties and their future representatives.

Equitable Relief

Legal Actions for Confidentiality Breach
If either party breaches the confidentiality agreement, the other party can seek legal action such as an injunction or specific performance without proving damages.

Resolving Disputes

Dispute Resolution Process
The goal is to resolve any disagreements without going to court. The process is as follows:

• • Negotiation: Both parties will try to settle the dispute within 15 days.
  • Mediation: If the dispute isn’t resolved, it will go to mediation in Lafayette, Louisiana, with both parties sharing the cost.
  • Arbitration: If mediation doesn’t work, the dispute will be resolved by binding arbitration in Lafayette, Louisiana. Both parties will share the cost of arbitration.

Governing Law

Jurisdiction
The agreement is governed by Louisiana law, and any legal action will take place in the courts of Baton Rouge, Louisiana.

Survival of Terms

Continuing Obligations
Even if the agreement ends, some terms will continue, including compensation, confidentiality, intellectual property, indemnity, and dispute resolution.

Waiver and Enforceability

Rights and Enforcement
If one party doesn’t enforce their rights immediately, it doesn’t mean they’ve waived them. If any part of the agreement is found invalid, the rest of the agreement will still apply.

Entire Agreement

Full Agreement
This document represents the complete understanding between both parties and can only be changed in writing by authorized representatives.