This Technology Services Agreement ("Agreement") constitutes a legal agreement between you, an individual ("Operator" or "You") and Panton Inc., if your Territory is anywhere within the United States (as applicable, "Company").
Company provides lead generation to independent providers of unmanned aircraft system ("UAS") inspection services. The company enables an authorized UAS Operator to seek, receive, and fulfill requests for Services from an authorized user of Company applications. You desire to enter into this Agreement for the purpose of accessing and using the Company Services.
To use the Company Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.
a. Work: User wishes to hire the Operator to provide inspection services employing an UAS ("Services"). This Agreement assumes, unless specifically covered in the Order (as defined below), that Operator shall provide, as applicable at a time and place designated by user to the Company, (i) an unmanned aircraft; (ii) flight crew; (iii) appropriate sensor or camera capable of collecting the requested data from the inspection; (iv) all equipment or other personnel such as visual observers necessary to safely provide the Services in accordance with all applicable law; (v) all data obtained from the inspection, including but not limited to images and other electronic data.
b. Order: The Company will issue a 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 inspected and its location along with any special instructions and will indicate the information that the user wishes to obtain. Each Order and the work to be 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: The Company is not in the business of providing aviation services. As a result, the Company is relying on the specialized knowledge and expertise of 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 so performed, Operator must notify Company 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.
a. Payment: The price for the Services is set forth in Schedule A. At the first business day of each calendar month, the payment will be made for Services completed in the previous month. All payments will 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 period agreed upon in Schedule A, it is the duty of the Operator to notify Company as soon as practicable of the delay. The Operator agrees that Company will not be obligated to pay Operator for any work performed after the time agreed in Schedule A has expired. In the event Company cancels an Order before the work is completed, then the Company is not obligated to pay cancelled Order.
Operator agrees to provide Company with all 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 all rights to any data obtained to Company, including any copyright, when the data is delivered. In addition, Operator agrees that it will not retain any copies of the data and will not resell or provide any of the data to any other person or entity without the express written permission of Company.
a. Term: This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.
b. Termination: Either party may terminate this Agreement (a) with/without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Operator Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide UAS inspection services or as otherwise set forth in this Agreement.
c. Survival: Despite completion of the Services or termination of this Agreement for any reason, all provisions in this 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.
This Agreement does not create, and Operator and Company stipulate and agree that the said Agreement shall not be construed to create, any agency relationship, employer/employee relationship or master/servant relationship by or between any of the agents and/or employees of Company and the agents and/or employees of Operator. To the contrary, Company in the course and scope of activities in furnishing Orders under this Agreement is contemplated to be and stipulated to be independent of Operator for any and all purposes. Each Party has the respective full power and authority to select the means, methods, and manner for performance under this Agreement. Neither Party shall have any power or authority to bind the other.
Operator shall maintain insurance policies in the amounts specified below and shall have Company named as an additional insured on these policies for any occurrence arising out of the Agreement or any Services provided by Operator, and shall issue to Company a Certificate of Insurance from the underwriting insurance company, with respect to the following coverage:
|Aircraft Liability||[ $1,000,000 ]|
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 jurisdiction over the operations, and all Services and conduct contemplated hereunder shall be conducted in conformity therewith. Operator shall also obtain all applicable approvals of any government agency whose authorization or approval is required for the Work.
Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Company Services. Any notice delivered by you to Company under this Agreement shall be delivered by contacting Company at http://www.pantoninc.com.com Additional Territory-specific notices may be required from time to time.
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:
Timing of Performance of Services: Operator agrees to complete all necessary inspection work within 48 hours, weather permitting, of the receipt of an Order. This includes the delivery of all requested data and information to User in a useable format.
Costs of Services: The Parties Agree that all work performed pursuant to an Order will be paid based on the rates detailed on the Contract with the Company.
The Operator shall maintain an Operations Manual (or Operations Manuals) that, as a minimum, include the following information: