Terms of use

Last updated: 4th January 2019

Dronemade Py Ltd ("Dronemade") operates a global marketplace for stock media.

Dronemade's customers pay a fee to license content from the Dronemade websites.

The following Terms of Service ("TOS") is a legally binding, non-exclusive agreement between you and Dronemade. Please read the TOS carefully and be sure you understand it fully. The TOS describes and controls your legal relationship with Dronemade, the rights you are granting to Dronemade in any photographs, images, vectors, moving images, animations, films, videos, audiovisual works or other media together with any associated keywords, metadata and/or titles submitted by you to Dronemade (collectively, "Content"), and the uses Dronemade may make of the Content.

By submitting content to Dronemade, you agree to all the terms in this agreement.

By submitting any Content to Dronemade, you grant to Dronemade a worldwide, non-exclusive right and license to publicly display, sell, advertise and market any Content uploaded by you and accepted by Dronemade, until this Agreement is terminated as herein provided. You also give permission to Dronemade to add, modify or remove information related to your Content in order to manage and license such Content.

You are granting Dronemade the non-exclusive right to license and use your submitted content.

You grant Dronemade a worldwide, non-exclusive right to use your name, display name or preferred name and Content in connection with Dronemade's marketing and promotional activities without the payment of any compensation to you. Dronemade, in the exercise of its discretion, may refrain from any or all of the foregoing without any liability to you.

Dronemade shall have the right, but not the obligation, to license all Content to its customers for use in accordance with license agreements entered into by Dronemade, including but not limited to Dronemade Pty Ltd Terms of Service License Agreements (collectively, "Licenses").

Ownership of Content

The copyrights in all Content remain with the copyright owner, and nothing in the Terms of use shall be construed as a transfer of copyright to Dronemade. However, by submitting Content to Dronemade, you expressly waive any artists' authorship rights or any droit moral that you would otherwise have under the laws of the state of New South Wales, Australia or similar laws of any jurisdiction, so that customers may use your Content in accordance with the Licenses issued by Dronemade.

You always retain ownership in and to your content.

Releases

 

You agree to provide valid and accurate model releases for all Content you contribute to Dronemade that, in Dronemade's judgment, contains an identifiable face or identifiable human figure or other identifiable attribute including, without limitation, voice, appearance, or likeness. You also agree to provide valid and accurate property releases to Dronemade for all Content that requires such releases, which determination shall be made in Dronemade's sole discretion. All releases shall be electronically delivered to Dronemade with the Content. Content without a release that depicts an identifiable person and/or requires a property release will not be accepted.

Some content you submit may require releases, which you are responsible for providing.

You agree that you are solely responsible for retaining all original releases and maintaining complete and accurate release records. The submission of falsified, inaccurate or otherwise defective model releases is a material breach of the TOS. Releases submitted by you shall not contain any terms inconsistent with the Terms of use or contain any restrictions provided by Dronemade.

You agree that Dronemade may furnish copies of releases to customers, as necessary, in order to respond to any potential or actual legal action, to comply with applicable laws, regulations, and/or union reporting requirements, or any other reason Dronemade deems reasonable in its sole discretion.

Accounts

You agree to provide true and complete information relating to your Dronemade contributor and/or member accounts and Content, including but not limited to information relating to the date, location and equipment used in connection with creation of the Content;

Please make sure that information relating to your Dronemade account and content is true and complete.

By opening a Dronemade member/contributor account, you express your consent to the Dronemade Privacy Policy, which is incorporated herein by reference and governs Dronemade's collection, processing, storage and transfer of the Content and data submitted by you, including data relating to you, your account, your Content or other information related to the foregoing ("Personal Data"). You agree that your Personal Data may be collected, processed, stored, and transferred to jurisdictions other than your home jurisdiction.

Dronemade has the right to refuse to establish an account or to close any existing account, for fraud, intellectual property infringement, violation of a third party's rights including those of privacy or publicity, artificially inflating downloads, submission of material that is obscene in nature, violent or that might be construed as defamatory, failure to comply with Dronemade's guidelines as may be amended from time to time, for any breach of the terms of this or any other agreement that you have with Dronemade, or for convenience.

Dronemade will terminate your account no later than thirty (30) days following its receipt of a written request from you. For the sake of clarity, before the termination of your account is made effective by Dronemade, your Content will remain available for license by Dronemade customers.

We may close your account if you are doing something wrong. You can request that we close your account at any time as well, which we will do within 30 days.

You may remove Content from your account at any time.

If your account is terminated for any reason, you must obtain written authorization from Dronemade prior to establishing another account. You may not have more than one active contributor account at any time without the written consent of Dronemade in each instance.

You may not hold more than one Dronemade account, or share content with another Dronemade account, without permission.

You may not submit identical Content to more than one account without the prior written consent of Dronemade.

Content

Dronemade has the right to refuse to accept or to remove Content from the Dronemade Websites for any reason.

 

Dronemade will remove Content if Dronemade believes that such Content may (in Dronemade's sole discretion) subject Dronemade or any of its officers, managers, directors or employees to legal action or if the Content violates the Terms of service. Notwithstanding the foregoing and subject to Dronemade's discretion, Content removed by you or opted out by you for any reason may be available for license to those customers that previously downloaded "comp" versions of the removed Content.

Dronemade shall use reasonable efforts to cause Content removed from or opted out from Dronemade Websites to be removed from the websites of any Dronemade affiliates or partners (including co-branded websites) within ninety (90) days of the removal of the subject Content from the Dronemade Websites.

Licenses issued by Dronemade for any Content that is later removed from the Dronemade Websites will remain in full force and effect.

If your content is removed from Dronemade, existing licenses for previously downloaded content will remain in effect.

Dronemade may advertise and/or market your Content on social media platforms including Facebook, Instagram, Tumblr, Twitter, and similar sites and the applications related thereto.

Your content may be marketed on social media platforms.

Usage restrictions

Dronemade shall have the right to issue a license where its Customers shall have the right to make broader use of your Content. For example, there are no limitations on the number of times a customer can reproduce Content.

Dronemade will not license Content for use in connection with matter that is pornographic, defamatory or deceptive, or in a manner that could be considered libelous, obscene, or illegal in nature.

Dronemade will not license your content in a way that is pornographic, defamatory, deceptive, or in a way that is considered libelous, obscene, or illegal.

Content submission guidelines

You agree to follow Dronemade's Contributor Guidelines, which are deemed incorporated herein and made a part hereof by this reference. The submission of Content that does not adhere to Dronemade's Contributor Guidelines may result in the termination of your Dronemade account.

Please follow Dronemade's Content Terms of use when submitting content to Dronemade.

Forum submission guidelines

You agree to follow Dronemade's Forum Guidelines. Any activity by you on Dronemade's forum which does not adhere may result in the termination of your Dronemade account. The terms of Dronemade's Forum Guidelines are deemed incorporated into and made a part of the Terms of use by this reference.

Please follow Dronemade's Content Terms of use when participating in the Dronemade forum.

Compensation

Dronemade shall pay you a royalty for each unique download of Content for which Dronemade receives payment. The current royalty rates are set as 75% of the market sales price.. If a customer downloads the same item of Content more than once, you will be paid once only. Please note that there may be a reporting delay for customer downloads.

Dronemade shall pay only via wire transfer (via Paypal). Any wire transfer costs will be at the contributor’s expense.

We will pay you a 75% royalty for each download of content for which Dronemade receives payment. All costs related to wire transfer services will be at the charge of the contributor.

Royalty payments and accompanying statements will be issued monthly, on or about the 15th day of each month, for the previous month's downloads. Payments need to be requested by sending to Dronemade an invoice - see template here.

There is no minimum payout rate per accounting period

If your account is terminated for a breach of the material terms of the Terms of use, in addition to its other rights at law or in equity, Dronemade shall have the right to retain any royalties and/or other compensation otherwise payable to you hereunder as liquidated damages.

You may not use the Dronemade service as a means of transferring your Content to a single customer or to a small number of customers nor may you download your own Content. Such activity constitutes a material breach of the Terms of use. If you engage in such activity, Dronemade may avail itself of all rights it has hereunder, including but not limited to terminating your account and/or retaining any accrued but unpaid royalties.

Dronemade may recoup royalties paid to you in connection with refunds issued by Dronemade by deducting applicable royalties credited to your account. Dronemade may deduct the amount credited to your account for refunds and chargebacks in connection with any license related to your content.

If Dronemade makes an overpayment of royalties or other compensation to you for any reason, Dronemade shall have the right to deduct the amount of such overpayment from your accrued royalties or to demand the immediate repayment of such overpaid royalties or other compensation.

If you receive your payments through an online payment processing service (Paypal or Bank Transfer) you may not share your online payment processing service account with another Dronemade contributor. Dronemade's obligation to make payment to you hereunder shall be fulfilled by making payment to the online payment processing service designated by you.

Please do not use your account to download your own content. Also, you may not share your payment processing account (e.g., PayPal or Bank Transfer) with another Dronemade contributor.

Taxes

As Dronemade only pays upon receipt of your invoice, you’re solely responsible of declaring your income Tax.

Dronemade will be responsible for Australian governmental sales tax (GST).

Dronemade Trademarks

For the purposes of the Terms of use, the term, "Trademark(s)" means all common law or registered trademarks, logos, service marks, trade names, Internet domain names, or other indications of origin now or in the future used by Dronemade.

Nothing contained herein grants or shall be construed to grant you any rights to use any Dronemade Trademarks.

You agree that you will not use Dronemade's Trademarks in any manner that might tarnish, disparage, or reflect adversely on such Trademarks or Dronemade. Nor will you contest or otherwise challenge (e.g., in any legal action or otherwise), or assist or encourage any other person or entity to contest or challenge, the validity of any of Dronemade Trademarks or the Trademark rights claimed by Dronemade.

You agree that you will not use any Dronemade Trademarks or any variant thereof including misspellings) as a domain name or as part of a domain name regardless of the top-level domain, as part of a blog name or social media handle or channel, or as a metatag, keyword, or any other type of programming code or data.

You may not at any time, adopt or use, without Dronemade's prior written consent any word or mark which is similar to or likely to be confused with Dronemade's Trademarks.

The look and feel of the Dronemade Websites, including all page headers, custom graphics, button icons, and scripts, is the trade dress and/or trademark or service mark of Dronemade and may not be copied, imitated or used, in whole or in part, without the prior written consent of Dronemade.

You may not use Dronemade's trademarks in any form without permission.

You may not frame or hotlink to the Dronemade Websites or to any item of Content other than your own without the prior written consent of Dronemade.

Please do not copy, frame, or hotlink to the Dronemade websites without permission.

All rights in and to Dronemade's Trademarks not expressly granted to you hereunder are reserved by Dronemade.

Copyright Infringement Claims

You hereby grant Dronemade the right and authority to take such steps as Dronemade deems commercially reasonable to protect Dronemade's rights in the Content.

In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Dronemade and receiving Dronemade's prior written consent to such action.

While Dronemade takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Dronemade has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.

We respect your rights and may take action to protect your content. If you suspect potential misuse of your content, please contact us with the details before taking any action directly.

Copyright Infringement Claims

You hereby grant Dronemade the right and authority to take such steps as Dronemade deems commercially reasonable to protect Dronemade's rights in the Content.

In the event that you believe Content has been misused, you shall take no action without providing notice of such misuse to Dronemade and receiving Dronemade's prior written consent to such action.

While Dronemade takes commercially reasonable steps to ensure that the rights of its Contributors are not violated by customers or other parties, Dronemade has no obligation to pursue legal action against any alleged infringer of any of your rights in and to any Content.

We respect your rights and may take action to protect your content. If you suspect potential misuse of your content, please contact us with the details before taking any action directly.

Representations and Warranties

 

You represent and warrant that:

  • you have the full right, power and authority to enter into this agreement and to fully perform all of your obligations hereunder;

  • you are under no legal disability or contractual restriction that prevents you from entering into this agreement

  • you are at least 18 years of age;

  • the Content and all parts thereof are owned and/or controlled by you, unencumbered and original works and are capable of copyright protection in all countries where copyright or similar protection is available;

  • if the Content contains sound recordings, music and/or lyrics, you own or have acquired all rights to use such sound recordings, music and/or lyrics from the owner of the copyright in such sound recordings, music and/or lyrics.

  • if the Content consists in whole or in part of design elements, fonts, clipart, sprites, vectors, brush tools and the like that are included in design programs (e.g., Photoshop, Daz, Illustrator), the end user license agreement, terms of service or the equivalent license held by you permits you to incorporate such elements in Content created by you, and to license such Content to Dronemade for the purposes set forth herein.

  • the Content is neither obscene nor defamatory, does not violate any applicable laws and/or regulations, and does not infringe the copyright or any other rights of any third party, including, without limitation, trademark rights and the rights of privacy and publicity.

  • there is no suit action or claim or other legal or administrative proceeding now pending or threatened which might directly or indirectly affect the Content or which might in any way impair the rights granted by you hereunder;

  • you will not transmit unsolicited emails or engage in so-called "spamming" to publicize or promote your relationship with Dronemade or the sale of your Content - nor will you advertise or otherwise publicize your relationship with Dronemade, nor will you use Dronemade's Trademarks through the use of search engine advertising and/or marketing.

  • You acknowledge that such advertising and/or marketing might infringe on the intellectual property rights of Dronemade and/or third parties. In addition to its other rights and/or remedies under the TOS, Dronemade shall be under no obligation to pay you any referral fees or other compensation if you violate the terms of this subparagraph.

 

Dronemade represents and warrants that:

  • it has the power and authority to enter into this agreement and to fully perform all of its obligations hereunder; and

  • upon making or learning of any claim that is inconsistent with any of the warranties or representations made by you, Dronemade may send you written notice of such claim, using the email address provided by you to Drnoemade, specifying the details of the claim as then known to Dronemade.

  • Pending the determination of such claim, Dronemade may withhold from royalties and/or other compensation due to you hereunder, such sums as are reasonably related to the probable value of the claim as determined by Dronemade. You will cooperate fully with Dronemade in the defense of any such claims. You may participate in the defense of any claim through counsel of your selection at your own expense.

You agree that you are legally able to enter into this agreement, and that none of the content you submit will violate any laws or infringe any third party's rights.

Confidentiality

By submitting any Content to Dronemade, you acknowledge that you will acquire certain confidential and proprietary information, including but not limited to royalty rates, royalty payments and earnings data (collectively, "Confidential Information"). You agree to keep Confidential Information confidential and to not disclose Confidential Information to any third party other than representatives, agents, attorneys, accountants, auditors and advisors with a bona fide need to know, who shall first agree to keep the terms confidential.

Please do not disclose confidential information about your Dronemade account.

Indemnification

You agree to indemnify and hold Dronemade, its subsidiaries, affiliates, directors, officers, and employees harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of your representations or warranties or any of your obligations under the Terms of use. You will only be liable for any incidental, consequential, or special damages in the case of third party claims.

If a claim arises due to your breach of your representations in this agreement, you agree to cover Dronemade for its loss. If a claim arises due to Dronemade's breach of its representations in this agreement, Dronemade agrees to cover you for your loss.

The party seeking indemnification agrees to notify the other party as soon as possible.

Dronemade shall indemnify and hold you harmless from and against any and all claims, losses, damages, costs and expenses (including reasonable attorneys' fees and disbursements) arising out of any breach or claimed breach of any of Dronemade's representations or warranties or any of Dronemade's obligations pursuant to the Terms of use.

Dronemade will only be liable for incidental, consequential, or special damages in the case of third party claims.

If Dronemade is the indemnifying party, it shall defend such claims, control litigation, and settle claims in its sole discretion. If a settlement creates a financial obligation for you, it shall require your written consent, which you will not unreasonably withhold or delay. If you are the indemnifying party, Dronemade shall have the right but not the obligation to assume control of any litigation.

 

When indemnification is sought due to a legal claim by a third party, the indemnified party shall:

  1. promptly notify the indemnifying party of the claim. If the indemnified party does not notify the indemnifying party, the indemnifying party must still meet its indemnification obligations under the Terms of use, unless the failure to notify causes material prejudice to the indemnifying party; and

  2. give the indemnifying party the opportunity to defend the claim with counsel reasonably acceptable to the indemnified party. Counsel that is acceptable to indemnifying party's errors and omissions insurance carrier shall be deemed to be acceptable to indemnified party. The indemnified party agrees to cooperate with the indemnifying party in the defense of any claim, at the indemnified party's expense. If for any reason the indemnifying party does not elect to or fails to defend a claim, the indemnified party may do so at the indemnifying party's sole expense

Miscellaneous


The relationship of the parties is that of independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.


The Terms of use contains the entire understanding of the parties with respect to the subject matter covered herein and supersede any prior agreements with respect to such subject matter.


The validity, interpretation and enforcement of the Terms of use, matters arising out of or related to the Terms of use or its making, performance or breach, and related matters shall be governed by the internal laws of the State of New York (without reference to choice of law doctrine). Any legal action or proceeding concerning the validity, interpretation and enforcement of the Terms of use, matters arising out of or related to this Terms of use or its making, performance or breach, or related matters shall be brought exclusively in the courts of the State of New York in the County of New York or of the United States of America for the Southern District of New York, and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues.


If any individual term of the Terms of use is found to be invalid or unenforceable by any legal or regulatory body of competent jurisdiction, such finding will be limited solely to such invalid or unenforceable part, without affecting the remaining parts of such individual term, or any other part of the Terms of use, so that the Terms of use shall otherwise remain in full force and effect. The Terms of use shall be binding upon and shall inure to the benefit of each party and their respective legal representatives, successors in interest and permitted assigns.


Dronemade will not be liable for any damages, including actual, indirect, special, or consequential damages arising from the submission or use of your Content or the termination of your Contributor Account.


Please note that Dronemade reserves the right to modify these terms at any time by an announcement on your login page. You agree to be bound by all such changes. If you do not agree with any of the changes, please remove from Dronemade, pursuant to the terms herein, all or that portion of your Content to which you do not wish the changes to apply.


In the event that you breach any of the terms of this or any other agreement with Dronemade, Dronemade shall have the right to terminate your account without further notice, in addition to Dronemade's other rights at law and/or equity.


It is expressly understood and agreed that this Terms of use is entered into solely for the mutual benefit of the parties herein and that no benefits, rights, duties, or obligations are intended by this Terms of use as to third parties.
If these terms change, we will notify you. This agreement will be governed by Australian law.


By submitting any content to Dronemade and/or by participating in the forums, you agree to be bound by this Terms of use, and Dronemade's Terms of Use and Dronemade's Privacy Policy, both of which are deemed incorporated herein by this reference.

If you have any questions or suggestions, do not hesitate to reach out.