These Filmmaker Terms are entered into by you and Aireels. The term “Aireels”, or “us” or “we” refers to Aireels whose registered office is 3654 Zwissig Court, Pleasanton, California, USA, 94566. The term “you” refers to the organizations listed on the account you have created with us, which by doing so you represent you have the authority to agree to these Filmmaker Terms for that party. You confirm that you are authorized to act on behalf of that party.
Agreement: the contract between Aireels and you for licensing Images and the supply of Services in accordance with these Supplier Terms.
Aireels Confidential Information: includes without limitation: (a) all Aireels software, technology, programming, specifications, materials, guidelines and documentation; (b) prices, rates or other performance statistics relating to Aireels services provided to you by Aireels; and (c) any other information designated in writing by Aireels as “Confidential” or an equivalent designation.
Aireels Materials: any documents, materials or information belonging toAireels.
Business Day: a day (other than a Saturday, Sunday or public holiday).
Commencement Date: has the meaning set out in clause 1.1.
Customer: means a person who has purchased rights to the Images via the Website in accordance with the Customer Contract.
Customer Contract: means a separate agreement for a Transaction betweenAireels and the Customer.
Fees: the fees payable to you by Aireels in accordance with clause 6.
Initial Term: Open ended.
Intellectual Property Rights: all patents, rights to inventions, utility models, copyright and related rights, trade marks, service marks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, topography rights, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the World.
Image(s): means the content, footage, photographs and films that you own and make available on the Website under the terms of this Agreement.
Image Sub License: has the meaning set out in clause 5.1
Licensed Rights: has the meaning set out in clause 2.2 and 2.3.
Revenue: means the total cumulative net income generated and received in cleared funds by Airstoc for the sale of rights to the Images to Customers via the Website (calculated as the price the Image rights are sold for minus VAT and other taxes).
Services: the services supplied by Aireels related toAireels’ web based platform that facilitates an aerial footage marketplace.
1 BASIS OF CONTRACT
1.1 These Supplier Terms shall only be deemed to be accepted when you click on the button marked “I Accept” at the end of these Supplier Terms at which point and on which date the Agreement shall come into existence (Commencement Date).
1.2 The Agreement (including any document referred to in these Supplier Terms and any amendment made in accordance with clause 13.7) constitutes the entire agreement between the parties. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Aireels which is not set out in these Supplier Terms.
1.3 Any samples, descriptive matter or advertising issued by Aireels, and any descriptions or illustrations on the Website, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Agreement or have any contractual force.
1.4 These Supplier Terms apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
1.6 You and the organization you represent at the time of sign-up are solely responsible for all listings, quotations and content, display options selected and ensuring that the information provided is correct and up to date at all times and in line with all technical and quality guidelines. You accept that Aireels may modify or remove content at any time. You agree that Aireels may display your content on the Website and any mobile application.
2 ARRANGEMENT AND LICENCE TO USE IMAGES
All of your aerial footage you have on Aireels must be unique to Aireels. You are welcome to sell aerial footage on other sites as long as the same footage is not on Aireels. You are also free to sell any non-aerial footage on other sites.
You have full ownership over the footage and the customer acquires a sub licence to use the footage for a specific purpose. The clip can be sold multiple times over.
You must make sure you have full ownership / permission of any footage uploading onto Aireels.
2.1 In consideration of the Fees and the mutual promises contained herein, you agree that you will use the services of Aireels to resell rights to use your images and footage.
2.2 In consideration of the Fees and the mutual promises contained herein, you hereby grant Aireels a licence to use, change, publish, distribute, exhibit and otherwise exploit the Images whether alone or incorporated in or in conjunction with other works worldwide and in all media whether now known or hereafter devised (Licensed Rights).
2.3 The Licensed Rights include (i) the unencumbered right for Aireels to sub-licence the Images as envisaged by the Customer Contract; and (ii) the unencumbered right, without the requirement to pay a fee to you, for Airstoc to use the Images in its Website and its own promotion and marketing materials.
2.4 You hereby warrant and undertake that:
a) subject to clause 2.4(b), you are the sole owner of the Licensed Rights and have full authority to enter into this Agreement;
b) you have secured all third-party permissions and releases necessary to grant the Licensed Rights to us and have made or will make in a timely manner all payments to any such third parties necessary to enable us to exercise the rights granted to us under this Agreement;
c) the Images do not, to the best of your knowledge and belief, incorporate any material that infringes the copyright or any other rights of any third party, including any right of confidentiality or privacy, nor do the Images contain any obscene, blasphemous or defamatory matter, and its exploitation shall not, to your reasonable knowledge or belief, place any person in contempt of court nor in breach of any provision of any statute;
d) you are not aware of any claim by any third party that the Images or any pre-existing material incorporating the Images or included within the Images, or the exploitation of the Images by either of us, has infringed or will infringe any rights of any third party and you agree to immediately inform us if you become aware of any such claim;
2.5 You hereby waive all the moral rights in the Images to which you may be entitled under the Copyright, Designs and Patents Act 1988 as amended from time to time and under all similar legislation from time to time in force anywhere in the World to the extent necessary for us to exploit the Licensed Rights subject to the terms of this Agreement.
3 YOUR FURTHER OBLIGATIONS
3.1 You warrant and undertake that you shall:
a) obtain and maintain (and, where necessary, have obtained and maintained) all necessary licenses, permissions and consents to operate RPAS, to collect Images and to license the Images as envisaged by this Agreement;
b) not upload or display anything illegal or engage in any illegal or fraudulent business practice in any state this includes any act which contravenes the rules and regulations of the national Aviation Authority in the country in which you operate RPAS;
c) ensure that all Images displayed on the Website do not violate any applicable laws (including but not limited to copyright infringement);
d) ensure that your user details as requested by us are complete and accurate and that you shall complete a supplier profile on registration as required by Aireels;
e) co-operate with Aireels in all matters relating to the Services; and
f) provide Aireels with such information and materials as Aireels may reasonably require in order to supply the Services, and ensure that such information is accurate in all material respects.
3.2 If Aireels’ performance of any of its obligations under the Agreement is prevented or delayed by any act or omission by you or failure by you to perform any relevant obligation (Default):
a) Aireels shall without limiting its other rights or remedies have the right to suspend performance of the Services (including but not limited to removing the Images from the Website and payment of Fees) until you remedy the Default, and to rely on the Default to relieve it from the performance of any of its obligations to the extent the Default prevents or delays Aireels’ performance of any of its obligations;
b) Aireels shall not be liable for any costs or losses sustained or incurred by you arising directly or indirectly from Aireels’ failure or delay to perform any of its obligations as set out in this clause 3; and
c) you shall reimburse Aireels on written demand for any costs (including Airstoc’s reasonable legal costs) or losses sustained or incurred by Aireels arising directly or indirectly from a Default.
4 SUPPLY OF SERVICES
4.1 Aireels will perform the Services as set out in the Agreement.
4.2 Aireels shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services.
4.3 Aireels warrants to you that the Services will be provided using reasonable care and skill.
5.1 Customers may purchase Images from the Website. Purchasing means the Customer will acquire a sub-licence to use the Image for the purpose(s) specified by the Customer at the time it purchases the Image from the Website.
6 COMMISSIONS AND PAYMENT
6.1 Commissions are 50% of your total sales.
6.2 Commissions will be paid to you on a monthly basis provided the commissions due to you exceed $99. Fees shall be due within 14 days of the end of each month.
6.3 All amounts payable under this clause 6 are exclusive of amounts in respect of value added tax chargeable for the time being (VAT)and any transaction fees incurred by Aireels.
7 INTELLECTUAL PROPERTY RIGHTS
7.1 Save where set out in this Agreement, all Intellectual Property Rights in or arising out of or in connection with the Images are and shall continue to be owned by you.
7.2 You warrant that you have full rights to use any Images, including where appropriate any third party Intellectual Property Rights in the material you post or use on the Website or in your use of the Services.
7.3 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by Aireels.
7.5 All Aireels Materials are the exclusive property of Aireels.
8.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party’s business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party’s obligations under the Agreement, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Agreement. The receiving party may also disclose such of the disclosing party’s confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. You shall not disclose Aireels’ Confidential Information without Aireels’ prior written consent. This clause 8 shall survive termination of the Agreement. The terms of this Agreement are confidential information.
9.1 Subject to clause 9.2, the Agreement shall remain in force on an open ended basis. Without limiting its other rights or remedies, either party may terminate the Agreement by giving at least one month’s written notice to the other party. In the case of notice of termination by you to Aireels, such notice must be sent by email to email@example.com and be addressed from the person in your organization who originally registered to use the Service or a director of your company.
9.2 Without limiting its other rights or remedies, either party may terminate the Agreement with immediate effect by giving written notice to the other party if the other party: a) commits any material breach of these Supplier Terms and (in the case of a breach which is not persistent and can be remedied) have failed, within 30 days after receipt of a request in writing to do so, to remedy the breach; or b) has a receiver or administrative receiver appointed over it or over any part of its business or assets or pass a resolution for winding up (except for the purposes of a genuine scheme of solvent amalgamation or reconstruction) or a court of competent jurisdiction makes an order to that effect, or becomes subject to an administration order or enter into any voluntary arrangement with its creditors, or it ceases or threatens to cease to carry on business; or c) if you are an individual and you die or, by reason of illness or incapacity (whether mental or physical), are incapable of managing your own affairs or become a patient under any mental health legislation.
9.3 Without limiting its other rights or remedies, Aireels may suspend provision of the Services under the Agreement or any other contract between you and Aireels if you becomes subject to any of the events listed in clause 10.2(b), or Aireels reasonably believes that you are about to become subject to any of them, or if you fails to pay any amount due under this Agreement on the due date for payment.
10 CONSEQUENCES OF TERMINATION
10.1 On termination of the Agreement for any reason: a) you shall immediately remove all Aireels content from all pages of both your own and any third party websites; b) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination or expiry; c) all rights that the Customer has to use the Images shall continue in perpetuity; d) clauses which expressly or by implication survive termination shall continue in full force and effect.