Agreement

COMMERCIAL UAS/DRONE SERVICES AGREEMENT

Whereas, Purchaser requires the collection and use of UAS-collected media(photos and/or videos) to be obtained at times and places of its choosing;
Whereas, Operator desires to contract with Purchaser to provide said UAS services, including the aircraft, personnel and other equipment necessary to safely provide those services subject to and in accordance with such terms and conditions set forth herein.
Therefore, in consideration of the mutual promises contained herein, the parties agree as follows:

1. DEFINITIONS

“Unmanned Aerial System” or “UAS” includes all elements required for flight, including, but not limited to, ground control stations, data links, dashboards, applications, survey equipment, aerial cameras and the unmanned aerial vehicle (“UAV”or“Drone”) of the subject unmanned system. UAS, UAV and Drone are used interchangeably in this agreement unless otherwise specifically identified for clarity.
“Data” includes all UAS-collected media or survey data, whether raw or processed, and can include, but is not limited to, photo production, video production and 3D modeling, and can be used for a range of urban planning, commercial, utilities, environmental, agriculture and governance requirements. Post processing of Data gathered pursuant to this Agreement, if included in the services provided by Operator, shall be set forth in a separate agreement.

2. NATURE AND TERM OF AGREEMENT.

a. Work. Purchaser wishes to hire the Operator to provide Data gathering services employing an unmanned aircraft system (“Services”). This agreement assumes, unless specifically covered in the Order (as defined below), Operator will provide, as applicable at a time and place designated by Purchaser: (i) an unmanned aircraft; (ii) flight crew; (iii) appropriate sensor or camera capable of collecting the requested data; (iv) all equipment of other personnel such as visual observers necessary to safely provide the Services in accordance with all the applicable law; (v) all raw data obtained, including but not limited to images and other electronic data.
b. Order. The Parties contemplate that Operator will issue a purchase, service or work order authorizing particular work (each an “Order”). The Order will set forth the details of the structure or area that is to be captured and its location along with any special instructions and will indicate the information that Purchaser wishes to obtain. Each Order and the work performed thereunder shall be governed by the terms and conditions of this Agreement and all such Orders shall be for informational purposes only, to describe the particular work and shall not modify or change any provision of this Agreement.
c. Order Review. Purchaser is not in the business of providing aviation services. As a result, Purchaser is relying on the specialized knowledge and expertise of the Operator. It is incumbent upon Operator to immediately review any work requested in an Order and determine if the missions can be flown safely and in accordance with the law. If the missions cannot be performed, Operator must notify Purchaser as soon as practicable to inform them of any such concerns. If any particular mission cannot be flown safely and in accordance with the law, then it shall not be flown.

3. INVOICES AND PAYMENT.

a. Payment. The price for the services is set forth in Schedule A. At the end of each completed service, the Operator will provide an invoice listing each work order, along with pertinent information relating to services provided—e.g., dates flown, sites captured, data processed and others if applicable.
Payment will be made within 14 days from the date the invoice is received. All payments shall be in United States Dollars (USD).
b. Delay or Cancellation of Services. If the Operator determines that the work required by an Order cannot be completed within the requested time frame set forth in Schedule A, Operator shall notify the Purchaser as soon as applicable of the delay. In the event Purchaser cancels an Order before the work is completed, then Purchaser is only obligated to pay for the work performed up to the time the Order is cancelled.

4. DELIVERY OF DATA AND DATA RIGHTS:

a. Operator agrees to provide Purchaser with all agreed data obtained from the performance of the Services within the time set forth in Schedule A, unless a different time is contained in the Order and the parties have mutually agreed to the alteration. Operator warrants that it transfers limited use rights to any data captured to Purchaser, when the Invoice is paid in full. This limited rights do not include copyrights which remain with the Operator unless agreed in writing to the contrary.
In addition, Operator agrees that it will retain copies of the raw and processed data for a period of three months and will not resell or provide any of the data to any other person or entity without the express written permission of Purchaser.

5. TERM AND TERMINATION.

a. Term. This Agreement shall commence on the Effective Date and, unless terminated pursuant to this section, shall terminate at the expiration of one year (the “Term”) unless extended, in writing, by the Parties prior to termination; provided, however, that if any Work is then in progress pursuant to an Order, the term of this Agreement shall be extended to allow completion of such Work.
b. Termination. This Agreement may be terminated by either Party giving thirty (30) days’ advance notice, in writing, of its intent to terminate to the other Party. The parties agree to use best efforts to allow for breaching parties to cure any material defects within a reasonable time.
c. Survival. Despite completion of the Services or termination of this Agreement for any reason, all provisions in the Agreement containing representations, warranties, releases, defense obligations and indemnities, and all provisions relating to confidentiality, insurance, disclaimer of certain remedies, limitations of liability, dispute resolution and governing law, and all causes of action which arose prior to completion or termination, survive indefinitely until, by their respective terms, they are no longer operative or are otherwise limited by an applicable statute of limitations.

6. INDEPENDENT RELATIONSHIP.

This Agreement does not create, and Operator and Purchaser stipulate and agree that the said Agreement shall not be construed to create, any partnership, joint venture, agency relationship, employer/employee relationship or master/servant relationship by or between any of the agents and/or employees of Purchaser and the agents and/or employees of the Operator. To the contrary, Purchaser in the course and scope of activities in furnishing Orders under this the respective full power and authority to select the means, methods, and manners for performance under this Agreement. Neither Party shall have any power or authority to bind the other.

7. OPERATOR REPRESENTATIONS AND WARRANTIES.

a. Authorization. Operator has full corporate or company power and authority to enter into and perform this Agreement, and has taken all actions necessary to authorize its performance under this Agreement.
b. Airworthiness. The Operator is responsible for the airworthiness of its aircraft and warrants, that at a minimum, all aircraft are registered, maintained and operated in accordance with:
i. All applicable manuals inclusive but not limited to the manufacturers and Operators maintenance and operations manuals;
ii. Federal Aviation Regulations, Mandatory Advisory Circulars or other Airworthiness Directives issued by the FAA;
iii. The manufacturer’s airworthiness limitations;
iv. Manufacturer or FAA mandated inspection schedules, overhaul schedules, and calendar retirement dates; and Service Bulletins.
c. Crew Qualifications. The Operator warrants that all crew, which may include pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses and certificates required by applicable regulations and that all have the necessary skill required to perform their duties.
d. Operational Procedure and Operations Manual: Operator warrants that its Service are provided pursuant to an Operations Manual, that the Operations Manual addresses the subjects set forth in Schedule B, that is sufficient to perform the Services safely and comply with all applicable federal, state, and local laws.

8. PURCHASER REPRESENTATIONS AND WARRANTIES.

a. Authorization. Purchaser has full corporate power and authority to enter into and perform this Agreement, and has taken all actions necessary to authorize its execution and performance of Services under this Agreement.

9. INDEMNITIES; LIMITATIONS OF LIABILITY.

a. Defense and Indemnity. Operator shall indemnify, defend, and hold harmless Purchaser, its affiliates, and their respective directors, officers, employees, operators and agents, from and against any and all claims, demands, complaints or actions (“claims”) of third parties (including employees of the parties or government agencies) arising from or relating to the Services (including but not limited to claims for personal injury, death, property damage or damage to the environment), to the extent caused or arising out of the willful misconduct, breach of this agreement, or violation of law of or by the Operator. The claims covered hereunder include all settlements, losses, liabilities, judgments, court costs, reasonable attorney’s fees, fines, penalties and other litigation costs and expenses arising from or related to such claims. Purchaser warrants that all bystanders and witnesses present on the premises identified in each work order have been advised of the subject risks associated with Drone operations and each individual present for the operations considered under this Agreement have agreed to indemnify and release Operator from and against any injury that may occur as a result of their being onsite during Operator’s use of UAS services.
b. Limitation of Liability; Waiver of Consequential Damages. In no event shall either party have any liability to Operator for any lost profits, loss of use, costs of procurement of substitute equipment or services, or delays, or for any indirect, special, incidental, exemplary, consequential or punitive damages or penalties, however caused, and whether in contract, tort, or under any other theory or combined theories of liability.

10. INSURANCE.

Operator shall maintain insurance in the amounts specified below and shall have Purchaser named as an additional insured on these policies for any occurrence arising out of the Agreement or any Services provided by Operator, in the form of a Certificate of Insurance issued to Purchaser from the underwriting insurance company, with respect to the coverage identified in Schedule A.

11. COMPLIANCE WITH APPLICABLE LAW.

All the provisions of this Agreement shall be expressly subject to all of the applicable laws, orders, rules, and regulations of any governmental body or agency having jurisdictions over the operations, and all Services and conduct contemplated hereunder shall be conducted in conformity therewith. Operator shall obtain all applicable approvals of any government agency whose authorization or approval is required for the Work.

12. AIRCRAFT OPERATION.

a. No guidelines or requirements specified in this Agreement are to be construed as authority to operate aircraft or conduct operations in other than strict compliance with the regulations of the country in which aircraft is registered or operated.
b. The Operator holds a valid Exemption, Operating Certificate, or other necessary authorizations issued by the Federal Aviation Administration required to conduct specific operations. When providing service to Purchaser, the Operator will operate in accordance with the rules and regulations contained in the Federal Aviation Regulations and the Exemption.
c. The Operator will notify Purchaser in the event that the Federal Aviation Administration or other regulatory body with jurisdiction over it takes any action against the Operator’s Exemption, Operating Certificate, or other authority to offer these Services.
d. It is the sole obligation of the Operator to report any accidents, incidents, or other reportable mishaps to the appropriate governmental agency, including but not limited to the FAA.

13. NOTICES.

All notices required or permitted under this Agreement shall be in writing and shall be deemed delivered when delivered in person, deposited in the mail, postage prepaid, to the addresses indicated on the signature page, or posted to the official customer portal.

14. DRUG AND ALCOHOL POLICY.

Unless further restricted by local regulatory authorities, Operator agrees and warrants that no person will act as a crewmember (Pilot in Command, Visual Observer, Payload Operator, Sensor Operator, or other person necessary for the safe operation of the aircraft) or perform maintenance on an aircraft when:
a. Affected by or under the influence of alcohol, but in no case within 8 hours after the consumption of any alcoholic beverage.
b. While using any drug that adversely affects the person’s ability to perform required duties.

15. DISPUTES AND APPLICABLE LAW.

a. With regard to disputes between the Parties, the responsible businesspersons representing each Party will negotiate in good faith to attempt to resolve such dispute.
b. Exclusive jurisdiction for any disputes under this Agreement shall be a court of competent jurisdiction sitting in Pittsboro, North Carolina, and the Parties consent to personal jurisdiction for such purposes. This Agreement including any Schedules shall be governed by, construed, and enforced in accordance with the laws of the State of North Carolina, exclusive of the choice of law or conflict of law’s provisions thereof.
c. In the event Purchaser brings an action in connection with this Agreement, and Purchaser is the prevailing party, Purchaser shall be entitled to recover its costs and actual attorneys’ fees.

16. MISCELLANEOUS.

a. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.
b. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof. Waiver by wither Party of any default of the other will not operate to excuse the defaulting party from further compliance with this Agreement, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
c. This Agreement may be modified or amended if the amendment is made in writing and is signed by both Parties.
d. If any term, provision, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, and such invalid or unenforceable term, provision, or covenant shall be deemed modified to the minimum extent necessary to make it consistent with applicable law.
e. This Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Agreement, and which together will constitute one and the same instrument.
f. This Agreement, including attached Schedules, represents the complete and exclusive agreement between the Parties regarding the subject matter of this Agreement, and supersedes all oral and written communications, negotiations, representations or agreements in relation to that subject matter made or entered into before the Effective Date.

BY: 7Aviation by Merkados Interactive Partners LLC