ALOFT Service Terms & Conditions
BACKGROUND:
A. The Client is of the opinion that ALOFT Drone Photography LLC has the necessary qualifications, experience, and abilities to provide requested services to the Client.
B. ALOFT Drone Photography LLC (hereafter identified as "ALOFT" in these Service Terms & Conditions) is agreeable to providing the services requested by the Client in their submitted service request.
The Client and ALOFT (collectively the "Parties") agree to this contractual agreement as follows:
SERVICES PROVIDED:
1. The Client agrees to hire ALOFT to provide the selected package or "Service(s)" identified in their submitted order.
The Service(s) may also include any other tasks the Client and ALOFT mutually agree upon. If ALOFT agrees to provide additional Service(s) to the Client, the additional Service(s) will be invoiced as an addendum their submitted order.
TERMS OF AGREEMENT:
2. The terms of this agreement (the "Terms") for the Service(s) to be performed will begin upon ALOFT's acknowledgement and acceptance of the Client's submitted order and will remain in effect until the completion of the Service(s) and final payment is received. The Terms may be extended either by verbal or written consent of both Parties. In the event that either of the Parties wish to terminate the agreement prior to the start of the Service(s), notice will be given in advance as soon as possible, and refund of any payment to ALOFT will be returned to the Client. However, any payment made by the Client to ALOFT will not be refunded once the Service(s) has/have begun. Furthermore, if the Client is not satisfied with their digital imagery products, ALOFT will perform additional editing of the imagery products or a re-accomplishment of the Service(s) at ALOFT's discretion.
COMPENSATION:
3. The Client agrees to submit payment for the cost of the Service(s), (plus applicable tax) to ALOFT upon receipt of their Delivery Site containing their watermarked imagery products. Upon receipt of payment, the Client's deliverables will be unlocked and immediately made available for download and access. In the event that the Service(s) are terminated by the Client prior to their completion, but where the Service(s) has/have been partially performed, ALOFT will be entitled to any payment received, provided there has been no breach of this agreement on the part of ALOFT.
4. Payment invoices submitted by ALOFT to the Client are due upon receipt. All payments made by the Client to ALOFT will be submitted via Paypal.com by major credit card, unless otherwise mutually agreed upon by both Parties, either verbally or in writing.
CONFIDENTIALITY:
5. At the request of the Client, ALOFT agrees not to disclose, divulge, reveal, report or use, for any purpose, any confidential information obtained as a result of performing the Service(s) for the Client, except as authorized by the Client or as required by law.
OWNERSHIP OF INTELLECTUAL PROPERTY:
6. At the request of the Client, ALOFT agrees not to use any intellectual property owned by the Client (ex: logos, brand names, signage, designs etc.) for any purpose other than that contracted for under this agreement. Note: ALOFT reserves the right to use deliverables not containing the above information for its own promotional purposes.
In consideration of the Client's (real estate agent) payment of ALOFT's fee for creating, preparing and delivering deliverables to the Client, ALOFT grants the Client a license to use the deliverables in the Southwest Multiple Listing Service (SWMLS) compilations of properties (current and sold) and in real estate related advertising, business cards, brochures and other promotional materials, including the right to reproduce, create derivative works from, distribute, and publicly display the deliverables in print, on the internet and otherwise. The Client (real estate agent), understands that by purchasing deliverables they are being granted this license for the sole purpose of promoting a single residential/commercial property listing and that re-use of deliverables for additional residential/commercial property listings (including imagery depicting communal areas), or transfer of the license to any other party is not authorized without the expressed consent and agreement of ALOFT. Deliverables may be used again for additional residential/commercial property listings only if they are re-purchased from ALOFT. Intellectual property rights for deliverables may be released and transferred to the Client (real estate agent) only by consent and agreement of ALOFT.
The Client (business owner, etc.), understands that by purchasing deliverables they are being granted a license in support of a single business/organizational effort. The license is valid only for the duration of the business/organizational effort and re-use of deliverables for additional business/organizational efforts, or transfer of the license to any other party is not authorized without the expressed consent and agreement of ALOFT. Deliverables may be used again for additional business/organizational efforts only if they are re-purchased from ALOFT. Intellectual property rights for deliverables may be released and transferred to the Client (business owner, etc.), only by consent and agreement of ALOFT.
ALOFT retains all property rights to deliverables in perpetuity.
RETURN OF PROPERTY:
7. ALOFT will return any provided property, documentation, records, or confidential information owned by the Client upon completion of the Service(s); or termination of the agreement; or at the Client's request. Additionally, ALOFT will be entitled and allowed to recover any materials or equipment owned by ALOFT from the session site, upon completion of the Service(s); or upon termination of the agreement.
INDEPENDENT CONTRACTOR:
8. The Parties agree that ALOFT is acting as an independent contractor and not as an employee of the Client. ALOFT and the Client acknowledge that this agreement is exclusively a contract for service.
DECISION MAKING:
9. The Client agrees that ALOFT will have full control over working time, methods, and decision making regarding the performance of the Service(s) under this agreement. ALOFT will work autonomously and not at the direction of the Client. However, ALOFT will be responsive and cooperative to the reasonable needs, expectations, and concerns of the Client.
EQUIPMENT:
10. Except as otherwise noted in this agreement, ALOFT will provide at its own expense, any and all tools, machinery, equipment, raw materials, supplies, workwear and any other items or parts necessary to deliver the Service(s).
NOTICES/REQUESTS/COMMUNICATIONS:
11. All notices, requests, and communications regarding the Service(s) under this agreement will be submitted by the Parties as far in advance as possible, and will be deemed to be properly delivered and accepted when acknowledged by both Parties either verbally or in writing. All Clients agree to receive emailed communications from ALOFT (i.e., HOT SHEET property listings, discount notifications and company policy updates or changes). Clients may opt-out from receiving emailed communications at any time via the "unsubscribe" option in all emailed communications.
INDEMNIFICATION:
12. ALOFT and the Client agree to indemnify and hold each other harmless against all claims, losses, damages, liabilities and costs of any kind or amount whatsoever resulting from any act during the fulfillment of the Service(s) identified in this agreement to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law. This indemnification will extend indefinitely, beyond the completion or termination of the Service(s).
MODIFICATION OF AGREEMENT:
13. Any amendment or modification to this agreement will only be binding to both Parties, if mutually agreed upon, either by verbal or written consent.
TIME OF THE ESSENCE:
14. Time is of the essence during completion of the Service(s). However, fulfillment of the Service(s) may be delayed by either of the Parties, due to unforeseen circumstances (ex: inclement weather, equipment malfunction, or an emergency). In the event of such a delay, continuation of the Service(s) will commence on a date and time agreed upon by both Parties either verbally or in writing.
GOVERNING LAW:
15. This agreement will be governed by and construed in accordance with the laws of the state of New Mexico.
SEVERABILITY:
16. In the event that any of the provisions of this agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable, with the invalid or unenforceable parts severed from this agreement.