Terms & Conditions

PLEASE READ CAREFULLY BEFORE USING THIS SITE

Terms of Website Use
The following is a legal agreement between you or the employer or other entity on whose behalf you are entering into this agreement (“you” or “Customer”) and Skytango®, 1 Windward Way, Lusk, Co. Dublin, Ireland (“Skytango®”), Company Registration Number 567196, main office at DCU Alpha, Innovation Campus, Old Finglas Road, Dublin 11.

This agreement applies to Licenses issued via the web and is applicable to online, digital and analogue (physical) delivery of licensed material, use of the Skytango® booking engine and use of associated mobile applications. (The “Agreement”). Please read this agreement carefully before uploading/downloading any Footage (“Footage”) to/from the Skytango® platform, using the Skytango® booking machine or using any owned or licensed product belonging to Skytango®. As used in this agreement, Footage means, any moving images, animations, films, videos or other audio/visual representations, recorded in any format that are controlled by or obtained, directly or indirectly from Skytango®. By uploading/downloading any Footage to/from the Skytango® platform, using the Skytango® booking engine or using any owned or licensed product belonging to Skytango®, you agree to be bound by the terms of this agreement. Skytango® will not be liable if for any reason our site is unavailable at any time or for any period.

We are the owner or the licensee of the copyright and other intellectual property rights in our site, including videos, image, text, audio recordings, trade marks, logos, website design and other protected material published on the site, and database rights and computer software underlying the operation of the site (“the content”). The content is protected by laws and treaties around the world. All rights in the content are reserved.

Skytango® grants you a limited, non-exclusive licence to access and view the content, but you may not without a license, reproduce, re-publish, sell, distribute, adapt or create derivative works from the content, or make automated or systematic extractions of content from the site. You may not decompile, reverse engineer or disassemble any software or other operational component of the site. You must not misuse our site by knowingly introducing viruses, trojans, worms, logic bombs or other material, which is malicious or technologically harmful. You must not attempt to gain unauthorised access to our site, the server on which our site is stored or any server, computer or database connected to our site. You must not attack our site via a denial-of-service attack or a distributed denial-of service attack. By breaching this provision, you would commit a criminal offence under the Computer Misuse Act 1990. We will report any such breach to the relevant law enforcement authorities and we will co-operate with those authorities by disclosing your identity to them. In the event of such a breach, your right to use our site will cease immediately. We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of our site or to your downloading of any material posted on it, or on any website linked to it. You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists.

Skytango® reserves the right to change any of the terms of this agreement pertaining to site use at any time, and you agree to be bound by such changes. Please make sure that you read and understand this agreement. If you do not agree to these terms & conditions as same may be amended from time to time, do not upload/download, use any Footage or use the booking engine and cease use of this website and all associated applications. Your failure to comply with the terms hereof could result in the immediate termination of your account.


Any content you upload to our Site will be considered non-confidential and we have the right to use, copy, distribute to third parties in accordance with our General Terms and Conditions. We may from time to time provide interactive services on our Site, including, without limitation: chat rooms, bulletin boards and blog commentary.

You also agree that anything uploaded by you or which you contribute, including related to the interactive services, complies with applicable law in Ireland and in any country from which they are posted, must be accurate (where they state facts) and be genuinely held (where they state opinions).
In terms of content standards, uploads or contributions must not

(i)         Contain any material which is defamatory of any person.
(ii)        Contain any material that is obscene, offensive, hateful or inflammatory.
(iii)       Promote sexually explicit material
(iv)       Promote violence.
(v)        Promote discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.
(vi)       Infringe any copyright, database right or trademark of any other person.
(vii)      Be likely to deceive any person.
(viii)     Be made in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence.
(ix)       Promote any illegal activity.
(x)        Be threatening, abuse or invade another’s privacy, or cause annoyance, inconvenience or needless anxiety.
(xi)       Be likely to harass, upset, embarrass, alarm or annoy any other person.
(xii)      Be used to impersonate any person, or to misrepresent your identity or affiliation with any person.
(xiii)     Give the impression that they emanate from us, if this is not the case.
(xiv)      Or advocate, promote or assist any unlawful act such as (by way of example only) copyright  infringement or computer misuse.

We also have the right to disclose your identity to any third party who is claiming that any content posted or uploaded by you to our Site constitutes a violation of their intellectual property rights, or of their right to privacy. We will not be responsible, or liable to any third party, for the content or accuracy of any content posted by you or any other user of our Site.

Skytango® endeavours to ensure that all commentary, images and other materials posted on our site are accurate and/or educational. However, we disclaim all liability and responsibility arising from any reliance placed on such materials by any visitor to our site, or by anyone who may be informed of any of its contents. Skytango® is absolved of any liability for any direct, indirect or consequential loss or damage incurred by any user in connection with our associated application, our site or in connection with the use, inability to use, or results of the use of our site, any websites linked to it and any materials posted on it, including: loss of income or revenue; loss of business; loss of profits or contracts; loss of anticipated savings; loss of data; loss of goodwill; and wasted management or office time, whether caused by tort (including negligence), breach of contract or otherwise, even if foreseeable, provided that this condition shall not prevent claims for loss of or damage to your tangible property or any other claims for direct financial loss that are not excluded by any of the categories set out above.

This does not affect our liability for death or personal injury arising from our negligence, or our liability for fraudulent misrepresentation or misrepresentation as to a fundamental matter, or any other liability which cannot be excluded or limited under applicable law.

Payments
Payments shall be transacted through Skytango®, using the ‘Stripe’ payment gateway.  Subscriptions and stock purchases are in US dollars. Booking engine transactions are conducted in the currency of subscriber choice. By entering into this agreement, you verify that your country of residence is the same as that set forth as your billing address and you adhere to the VAT/TAX regulations of said residence.  You are solely responsible for ensuring you are charging the correct amount of sales tax and or Value Added Tax that is applicable to your customer.  Skytango is in no way responsible for ensuring you have taken correct tax billing for your business.

Membership: Account and Password
Your Skytango® username and password are to be used only by you. Each person desiring to upload/download Footage, use associated applications or booking engine must have his/her own username and password. We reserve the right to monitor accounts and institute means to stop users from sharing usernames and passwords. To register as a member you must provide a user name, password, and valid email address (in some cases you will be required to register a credit card number). You must provide complete and accurate registration information to us and notify us if your information changes. The person whose email address is associated with the account must have the authority to bind the entity to these Website Terms. If you know or suspect that anyone other than you knows your user identification code or password, you must promptly notify us at support@skytango.com.

Account Deletion/Suspension
You may delete your account at any time. Basic accounts may be deleted if they remain inactive (i.e., the user fails to log in) for a continuous period of at least six months. We may suspend, disable, or delete your account (or any part thereof) or block or remove any content you submitted if we believe that you have violated any provision of these Website Terms or that your conduct or content would tend to damage Skytango®’s reputation and goodwill. In such instances, content that you submitted may no longer be available. Skytango® shall not be responsible for the loss of such content.
When a breach of data has occurred, we may take such action as we deem appropriate which may include taking all or any of the following actions:
(i)         immediate, temporary or permanent withdrawal of your right to use our Site,
(ii)        immediate, temporary or permanent removal of any posting or material uploaded by you to our Site
(iii)       issue of a warning to you
(iv)       issue legal proceedings against you for reimbursement of all costs on an indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from the breach and
(v) further legal action against you.
We exclude liability for actions taken in response to breaches as described.

Copyright and Intellectual Property Rights
The Terms & Conditions in effect at the time you are billed will control your rights and obligations with regard to booking engine and Footage uploaded/downloaded. This is a single seat license. It authorizes one natural person to license, upload/download footage, use footage, use the booking engine and any associated applications.

Your use of library content on this site:
PART I 
LIMITED LICENSE
1. All Footage on the Skytango® website is protected by Irish and International copyright laws and treaties. Skytango®, and/or the various artists and/or entities that provide Footage to Skytango® (“Contributors”) own all rights, including the copyrights in and to the Footage. Skytango® and/or its Contributors reserve all rights in and to the Footage not expressly granted to you by the terms of this license. Your rights to use any Footage are subject to this license agreement and are conditioned upon your payment to Skytango® Stripe Account for your use of the Footage. If you fail to make any payment to Skytango® Stripe Account when due, or if any check is dishonored or credit card charge refused or charged back, your account will be deemed delinquent. If your account becomes delinquent, your right to use any Footage downloaded at any time for this sale shall automatically terminate unless all payments together with any interest thereon and Skytango® costs of collection, bank charges and credit card processing fees are received by Skytango® no later than fifteen (15) days from the date that your account became delinquent. Previously downloaded footage that has been purchased is still covered under the license agreement at the time of purchase.
2. By this Agreement, Skytango® grants you a personal, non-exclusive, non-transferable, right to use, modify and reproduce the Footage by incorporating it into a derivative work such as a feature film, documentary, television program, videogram, multimedia presentation, advertisement, live performance and/or internet website and displaying and/or distributing that derivative work to the public by any means now known or hereafter developed, subject to the limitations set forth in Part II hereof.
3. Skytango® grants you, a further non-exclusive, non-transferable license, for a period of thirty (30) days, to use the watermarked, low resolution footage clip(s) you have selected (the “Comp Footage”) on one computer only and only in test, sample, comp or rough cut evaluation materials. Comp Footage may not be displayed or distributed to the public or incorporated into any final materials, whether or not such final materials are publicly displayed or distributed. Comp Footage can be edited, but you may not remove or alter the Skytango® watermark.
4. Skytango® shall be under no obligation to refund any fees paid by you for Footage, unless required by law. In the event that Skytango® determines that you are entitled to a refund of all or part of such fees, any refund shall only be made to the credit card account originally used by you to purchase Footage. If Footage was paid by check, any refund will be made by check.
PART II
 RESTRICTIONS
5. You may not use Footage other than as specified in PART I;
6. You may not use Footage in any way that might be considered defamatory, libelous, obscene, immoral or illegal;
7. You may not use Footage in a way that portrays any person depicted therein in a manner that a reasonable person might find offensive – this includes, but is not limited to the use of Footage: a) in pornography, “adult videos” or the like; b) in ads for tobacco products; c) in ads or promotional materials for adult entertainment clubs or similar venues, or for escort, dating or similar services; d) is defamatory, or otherwise contains unlawful, offensive or immoral content. You may not use any Footage containing the likeness of a person if such use implies that such person engages in any immoral or illegal activity or suffers from a physical or mental infirmity, ailment or condition.
8. You may not use any Footage (in whole or in part) as a trademark, logo or an element thereof. All trademarks and service marks visible in the Footage are and shall remain the exclusive property of the trademark or service mark owner. If there are any incidental trademarks or logos contained in the Footage, you may not alter these items or use them in any way which implies an association with or an endorsement by the owner(s) of such trademarks. The inclusion of these incidental trademarks in the Footage does not in any way constitute or imply such association with or endorsement of the Footage;
9. You may not share any Footage via digital asset management system, shared disk drives, server, intranets, or computer networks of any nature with a third party who is not integral to your project.
10. You may not use still images captured from Footage other than the in-context marketing, promotion, and advertising of your derivative works incorporating Footage. If you require such use, please contact Skytango®.
11. You may not use any Footage on a social media platform or other third party website that claims to acquire rights in the Footage contrary to these Terms of Agreement as a result of such use. Upon Skytango®’s request, you shall immediately remove any Footage from such platform or website.
12. You may not produce or otherwise create for resale or distribution, printed reproductions of any portion of the Footage on canvas, paper or any other medium;
13. You may not falsely represent, expressly or by way of reasonable implication, that any Footage was created by you or a person other than the copyright holder(s) of that Footage;
14. You may not use Footage marked “Editorial Use Only” for commercial purposes;
15. You may not use automated programs, applets, bots or the like to access the Skytango® Website or any content thereon for any purpose, including, by way of example only, downloading Footage, indexing or caching the content on the Skytango® Website.
16. The Footage and any derivative work incorporating the Footage, may not, in whole or in part, be used, sold, sublicensed, reproduced, distributed, displayed, incorporated into or otherwise made available as screensavers, templates, standalone backgrounds, stock elements, effects imagery elements or downloadable files. You may not post any Footage on any electronic bulletin board, put it on-line in a downloadable form or otherwise make it available to any other person via FTP, IRC, peer-to-peer file sharing services, digital asset management system or the like that is not secure or integral to the project. The Footage and any derivative work containing the Footage may not, in whole or in part, be included in any other clip media/stock product, library, collection, or set of clips for distribution or resale. These restrictions apply even if the Footage has been significantly altered.
17. You agree to take all reasonable steps to prevent any third party from duplicating or distributing any of the Footage included in your finished work. You may not resell, redistribute or transfer the Footage or any portion of the Footage except as specifically provided herein.
18. If Footage is used in a project that will be reproduced, sold or distributed (e.g., DVDs, home videos, music videos, training videos, etc.) the Footage may not comprise more than fifty percent (50%) of the length of the finished work, even if the Footage is layered with other graphics, nor may the primary value of the work into which the Footage is incorporated come from the Footage.
PART III 
MISCELLANEOUS
19. Upon notice from Skytango® or if you learn that any Footage is subject to a threatened or actual claim of infringement, violation of another right, or any other claim for which Skytango® may be liable, or if Skytango® removes any Footage for any reason, you will remove the Footage from your computer systems and storage devices (electronic or physical) and, if possible, cease any future use of the removed Footage at your own expense and promptly notify Skytango® of any such claim (if such notice did not come from Skytango®). Skytango® shall provide you with comparable Footage (which comparability will be determined by Skytango® in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this agreement.
20. Footage with model releases and/or property releases will be marked accordingly on the Skytango® Stock Library website. Skytango® does not otherwise provide any trademark or copyright clearances or model or property releases with respect to the Footage and grants no rights and makes no warranties, other than those specifically set forth herein, with regard to the use of names, people, trademarks, trade dress or copyrighted designs or works of art or architecture depicted in any Footage. You shall be solely responsible for determining whether any clearances or releases are required in connection with any proposed use of Footage. You acknowledge that some jurisdictions prevent the use of a person’s image, likeness or property for commercial purposes without their written consent. Skytango® makes no representations or warranties regarding whether or not any additional fees or payments may be due to any union, association or other organization for use of any Footage.
21. You must retain the copyright notice and the Footage identifying number associated with the Footage as may be included as part of Footage. You may make no more than one (1) high-resolution copy of the Footage for back-up purposes only. Upon the expiration or termination of this agreement, whichever occurs earlier, you shall promptly delete the Footage from your computer or other electronic storage systems.
22. When incorporating the Footage in print, film, broadcast productions, or video products, you shall provide Skytango® with a copyright attribution in substantially the following form:

”Footage courtesy of Skytango®, Used by Permission”
23. “Non-transferable” as used herein means that except as specifically provided in this agreement, you may not sell, rent, load, give, sublicense, or otherwise transfer to anyone, the Footage or the right to use the Footage. In addition, the work you produce with the Footage must be used for yourself, your direct employer, client, or customer, who must be the end-user of your work. You agree to take all commercially responsible steps to prevent third parties from duplicating any Footage. If you plan on using or do use Footage as part of work for a client or customer, you must keep accurate and detailed records of the use of each clip. These records must include the name of the client or customer, the Skytango® Footage clip number as well as the date or dates on which the Footage was used. You shall promptly deliver copies of such records to Skytango® at Skytango’s request.
24. You agree to indemnify and hold Skytango®, its officers, employees, shareholders, directors and suppliers harmless against any damages or liability of any kind arising from any use of the Footage other than the uses expressly permitted by this agreement. You further agree to indemnify Skytango® for all costs and expenses that Skytango® incurs in the event that you breach any of the terms of this or any other agreement between you and Skytango®.
25. Except as specifically provided herein, neither Skytango® or any of its directors, officers, employees, partners, licensors, or agents shall be liable for any damages, whether direct, indirect, consequential, or incidental, arising out of the use of, or the inability to use, any Footage.
26. Any legal action or proceeding concerning the validity, interpretation and enforcement of these Terms & Conditions, matters arising out of or related to these Terms & Conditions or its making, performance or breach, or related matters shall be brought exclusively in the courts of the Irish State and all parties consent to the exclusive jurisdiction of those courts, waiving any objection to the propriety or convenience of such venues. The United Nations Convention on Contracts for the International Sale of Goods does not apply to or otherwise affect these Terms & Conditions. The validity, interpretation and enforcement of these Terms & Conditions, matters arising out of or related to these Terms & Conditions or their making, performance or breach, and related matters shall be governed by the internal laws of the Irish State (without reference to choice of law doctrine). You agree that service of process in any actions, controversies and disputes arising from or relating to these Terms & Conditions may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to the other party however, nothing herein shall affect the right to effect service of process in any other manner permitted by law. These Terms & Conditions shall be construed neither against nor in favor of either of the parties, but rather in accordance with the fair meaning thereof. The invalidity or unenforceability of any part of these Terms & Conditions shall not affect the validity or enforceability of the balance hereof.
27. If you are entering into these Terms & Conditions on behalf of your employer or other entity, you warrant and represent that you have the full right and authority to do so. In the event that you do not have such authority, you agree that you will be personally liable to Skytango® for any breaches of the terms of these Terms & Conditions.
28. If you are unsure of your rights under this agreement please contact Skytango®.
29. Skytango® warrants and represents that:
1. unaltered Footage downloaded and used in full compliance with these Terms of Agreement and applicable law:
(i).        will not infringe any copyright, trademark or other intellectual property right, nor will such unaltered Footage violate any third parties’ rights of privacy or publicity;
(ii).       will not violate any Irish or European law, statute, ordinance, or regulation;
(iii).      will not be defamatory, libelous, pornographic or obscene.
2. While Skytango® makes commercially reasonable efforts to ensure the accuracy of Footage keywords and descriptions, as well as the integrity of Skytango’s® Editorial Footage, Skytango®      makes no warranties and/or representations regarding such keywords, descriptions or Footage  designated “Editorial Use Only”.
3. SKYTANGO® MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER OTHER THAN THOSE EXPRESSLY MADE IN THIS PARAGRAPH.
30. Subject to the terms hereof, and provided that you have not breached the terms of this or any other agreement with Skytango®, Skytango® shall defend, indemnify, and hold you harmless up to the “Limits of Liability” (as hereinafter defined). Such indemnification shall only apply to claims for direct damages directly attributable to Skytango® breach of the foregoing warranties and representations, together with the expenses (including reasonable solicitor’s fees), arising out of or directly connected to any actual or threatened lawsuit, claim, or legal proceeding alleging that the possession, distribution, or use of Footage downloaded and used by you pursuant to these Terms & Conditions violate Skytango’s®™ warranties contained herein. This indemnification is conditioned upon you notifying Skytango®, in writing, of any such claim or threatened claim, no later than five (5) business days from the date you know or reasonably should have known of the claim or threatened claim. Such notification must include all details of the claim then known to you (e.g., Skytango® Footage ID Number, a link to the Footage as used, name and contact information of person and/or entity making the claim, nature and date of alleged claim, copies of any correspondence received and/or sent in connection with the claim). The notification must be emailed to Skytango® with a hard copy to Skytango® Ltd, 1 Windward Way, Lusk, Co. Dublin, Ireland, Attention: General Counsel, via Certified Mail, Return Receipt Requested, or overnight courier, recipient’s signature required. Skytango® shall have the right to assume the handling, settlement or defense of any claim or litigation to which this indemnification applies. You agree to cooperate with Skytango® in the defense of any such claim and shall have the right to participate in any litigation at your own expense. Skytango® shall not be liable for any legal fees and/or other costs incurred prior to receiving complete notification of the claim as provided herein.
31. Notwithstanding anything to the contrary contained herein, Skytango® shall not be liable for any damages, costs or losses arising as a result of modifications made to Footage or the context in which the Footage is used by you.
32. Skytango’s® total maximum aggregate obligation and liability to any one customer for all claims shall be limited to Three Thousand Euros – €3,000.00 – (the “Limits of Liability”).

Your use of booking engine on this site: (hiring a drone pilot)

These Terms & Conditions are entered into by you and Skytango®. The term “Skytango®”, “Skytango® Limited” or “us” or “we” refers to Skytango® Limited whose registered office is 1 Windward Way, Lusk, Co. Dublin, Ireland. These Terms & Conditions shall be deemed to be accepted when both parties sign the Terms & Conditions or when you either (a) received delivery of the whole or any part of the Services (including your use of our Site); (b) have otherwise agreed to the Terms & Conditions either in writing, orally, or by conduct; or (c) consents to these Terms & Conditions by means of an electronic signature by requesting you to affirmatively check a box or respond to an email indicating your acceptance to these Terms & Conditions, at which point and on which date a legally binding agreement incorporating these Terms & Conditions shall come into existence. In these Terms & Conditions, the following definitions apply: “Event Outside our Control”: means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks. “Image(s)”: means the content, footage, photographs and films created by the Pilot on the terms of these Terms & Conditions. “Job”: the services conducted by the Pilot to collect the Images. “Pilot”: the drone operator you hire using the Services. “Agreement”: means an offer made by a Pilot to you to provide a Job and which must contain a fee quotation. “Services”: Skytango®’s drone operator hiring service available in accordance with these Terms & Conditions. “Terms & Conditions”: means the terms and conditions set out in this document, as amended from time to time as set out below. “Use”: means any form of copying or publication of the whole or part of any Image whether by printing, slide projection or other display (whether or not to an audience), electronic, digital or mechanical means, use as a reference by an artist or in an artist’s illustration or by any other means. “Website”: means Skytango®’s website platform at www.skytango.com. When we use the words “writing” or “written” in these Terms & Conditions, this will include e-mail unless we say otherwise.

Our Contract With You

These Terms & Conditions constitute the entire agreement between us. You acknowledge that you have not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of Skytango® which is not set out in these Terms & Conditions. Any samples, descriptive matter or advertising issued by Skytango®, and any descriptions or illustrations on the Website, are issued or published for the sole purpose of giving an approximate idea of the Services and Images. They shall not form part of these Terms & Conditions or have any contractual force. These Terms & Conditions apply 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. Your use of the Services is also subject to our website terms of use and our privacy policy.

Changes To Terms

We may revise these Terms & Conditions from time to time in the following circumstances:

(i)         changes in how your payments are processed and accepted by us;

(ii)        changes in relevant laws and regulatory requirements;

(iii)       and to reflect any changes to the way we do business.

If we have to revise these Terms & Conditions, we will inform you by email of any changes to these Terms & Conditions before they take effect.

 

Services

We will use all reasonable endeavours to ensure our network of drone pilots are responsible and professional in the operation of drones in their country of operation and adhere to the appropriate regulations of that country. However, all legal permissions and insurances required to fly drones are the responsibility of the Pilot.

User Accounts

A direct service contract is created between you and the Pilot and Skytango® is not party to that contract. To use Skytango®, you have to register for a Skytango® account, provide accurate and complete information, and keep your account information updated. Skytango® reserves the right to restrict your access, temporarily or indefinitely block your account, stop any Jobs you have in progress, warn others and Pilots of your actions or issue you a warning if:

(i)         you breach the letter or spirit of these Terms & Conditions or the referenced policies;

(ii)        we are unable to verify or authenticate any information you provide to us;

(iii)       we believe that your actions may cause any loss or liability to the Pilots or to us.

There may be delays due to an Event Outside of the Control of the pilot (see below for our responsibilities when an Event Outside our Control happens). We may also have to suspend the Services if we have to deal with technical problems, or to make improvements to the Website or Services. We aim to contact you to let you know in advance where this occurs unless the problem is urgent or an emergency. Due to the nature of server provision, downtime and lost transmissions may occur as part of routine maintenance. You are advised to maintain a copy of your account status and details of Image(s) purchased. We will need certain information from you that is necessary for us to provide the Services, for example your name, company, email, phone number and address. We will ask you to complete a registration form and may contact you about this. If you do not provide us with this information, or you provide us with incomplete or incorrect information, we may suspend the Services by giving you written notice. We will not be liable for any delay or non-performance where you have not provided this information to us after we have asked.

Invites

You must provide your detailed requirements of the Invite via the Website so that the Pilot can start work and receive requirements into his/her checklist. These requirements should include (but not be limited to):

(i)         timeframe for delivery of the Job or milestones;

(ii)        description of your requirements;

(iii)       breakdown of all expected deliverables;

(iv)       any other expectations for the work.

 

Once requirements have been received from you, the Pilot must:

(i)         respond via the Website within a reasonable timescale to engage or decline;

(ii)        provide regular progress updates;

(iii)       complete the Job, including handover of all deliverables via the Website, within the delivery timescales agreed with you (unless a revised delivery date is agreed).

 

Payments

Bookings: Payment will be delivered to Pilot upon download of HiRes material, less the Skytango® booking fee, which is calculated as an agreed percentage of the total price for the Job. This payment is to be agreed between you and the Pilot prior to job commencing. Buyer is obliged to adhere to the terms of the contract agreed. If buyer fails to download Hi Res footage and proceed with payment there must be clear and valid concerns to do so. By entering into this agreement, you verify that your country of residence is the same as that set forth as your billing address and both parties agree to adhere to the VAT/TAX regulations of mutual residences.

Stock Sales: Notice will be given to seller when a purchase is made. Seller must then invoice Skytango®, less the agreed commission on the stock sale. Skytango® will issue payments on a monthly basis.

Exclusivity

You acknowledge and agree that a substantial portion of the compensation Skytango® receives for making the Services available to you is collected as fees from the payments made for the Services, which is only deducted when a you and the Pilot pay and receive payment through Stripe. Therefore, for 24 months from the time you meet any party through the Website (the “Exclusivity Period”), you must use the Website as your exclusive method to request, make, and receive all payments for work directly or indirectly with that party or arising out of your relationship with that party. You may only opt-out of this obligation if you pay Skytango® an “Opt-Out Fee” computed to be the greater of the following amounts: (a) €10,000; or (b) 20% of the cost to the Services during the Exclusivity Period, as estimated in good faith by the parties. To pay the Opt-Out Fee, you must request instructions by sending an email message to info@Skytango.com.

Non-Circumvention

You agree not to circumvent the payment methods offered by the Website. By way of illustration and not in limitation of the foregoing, you must not:

(i)         submit proposals or solicit parties identified through the Website to contact, hire, manage, or pay outside the Website;

(ii)        accept proposals or solicit parties identified through the Website to contact, delive services, invoice, or receive payment outside the Website;

(iii)       cancel any Services for the purpose of contracting separately with a drone operator who   you meet through the Website;

(iv)       invoice or report on the Website or in an Opt-Out Fee request an invoice or payment  amount lower than that actually agreed between you and the Pilot.

You agree to notify Skytango® immediately if another person improperly contacts you or suggests making or receiving payments outside of the Website. If you are aware of a breach or potential breach of this

Non-circumvention policy, please submit a confidential report to us by sending an email message to: info@Skytango.com. Intellectual property Terms of Use and licence restrictions for the Images gathered on bespoke jobs shall be agreed between you and the Pilot.

 

If you are a consumer (this clause only applies if you are a private individual consumer and not another form of legal person including a business). We intend to rely upon these Terms & Conditions and any document expressly referred to in them in relation to the contract between you and us. As a consumer, you have legal rights in relation to the Images that are faulty. Advice about your legal rights may be available from your local Citizens’ Advice Bureau or Trading Standards office. Nothing in these Terms & Conditions will affect these legal rights

If you are a business customer (this clause only applies if you are a business customer)

If you are not a consumer, you confirm that you have authority to bind any business on whose behalf you use the Services.

Your Obligations

You agree that you shall:

(i)         ensure that your user details as requested by us are complete and accurate;

(ii)        co-operate with Skytango® and the Pilot in all matters relating to the Services and Images;

(iii)       and provide Skytango® and the Pilot with such information and materials as Skytango®  may reasonably require in order to supply the Services and Images and ensure that such                           information is accurate in all material respects.

Price And Payment

Bookings:Payments are made via the Skytango® Stripe account using your debit or credit card. The Pilot’s payment for jobs shall be agreed via the Website. You agree to pay the Pilot based on deliverables. Skytango® will take a fee for the Services. All payment information will be stored in the Skytango® Stripe account and payment will be triggered upon download of HiRes images or within 14 days if delivered via hard drive. You agree that you are responsible for the collection and/or payment of all Taxes which you may be liable for in any jurisdiction arising from your sale or purchase of any Services. Skytango® is not responsible for collecting, reporting, paying, or remitting to you any such Taxes. “Taxes” means any applicable duties, sales taxes, GST, VAT or other taxes that may be levied in respect of a transaction contemplated by this Agreement.

Stock Sales: As above, however, payment will be made to seller upon receipt of invoice. Skytango will notify seller of any stock sale and it is your obligation to submit requests for payment, less agreed service fee. All invoices will be paid on a monthly basis.

 

Our Liability To you If You Are A Consumer

(not a business)

If we fail to comply with these Terms & Conditions, we are responsible for loss or damage you suffer that is a foreseeable result of our breach of the Terms & Conditions or our negligence, but we are not responsible for any loss or damage that is not foreseeable. Loss or damage is foreseeable if they were an obvious consequence of our breach or if they were contemplated by you and us at the time we entered into this contract. To the extent permitted by law and subject to the terms of this clause, any claim you may have for loss or damage that is foreseeable shall be limited in the aggregate to the fee paid for the Services. If you are a consumer (i.e. a private individual consumer and not another form of legal person including a business) we only supply the Services and Images for your domestic and private use. You agree not to use the Services or Images for any commercial, business or re-sale purpose, and we have no liability to you for any direct or indirect loss of profit, loss of business, business interruption, or loss of business opportunity. We do not exclude or limit in any way our liability for:

(i)         death or personal injury caused by our negligence or the negligence of our employees,  agents or subcontractors;

(ii)        fraud or fraudulent misrepresentation;

(iii)       breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982  (title and quiet possession);

(iv)       breach of the terms implied by sections 3, 4 and 5 of the Supply of Goods and Services  Act 1982 (description, satisfactory quality, fitness for purpose and samples);

and defective products under the Consumer Protection Act 1987.

Our Liability To You If You Are A Business

Nothing in these Terms & Conditions shall limit or exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation. Subject to the above, we will under no circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the contract between us for:

(i)         any direct or indirect loss of profits, sales, business, or revenue;

(ii)        loss or corruption of data, information or software;

(iii)       loss of business opportunity;

(iv)       loss of anticipated savings;

(v)        loss of goodwill;

(vi)       or any indirect or consequential loss.

Subject to the events listed above, our total liability to you in respect of all other losses arising under or in connection with the contract between us, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited in the aggregate the fee paid for the Services.

 

Indemnity

You agree to indemnify Skytango® and its Image suppliers against any claims, damages, losses, expenses or costs, including reasonable legal costs, arising in any manner whatsoever from your unauthorised use of any Image supplied to you by your use of the Services.

 

Warranties

We warrant that we will use our best endeavours (i) to source responsible Pilots for our platform; and (ii) that the Pilot will:

(i)         do all the remote scouting and due diligence needed for an accurate quote and initial site  assessment for a successful Job;

(ii)        know the airspace and air regulations in force at the location and time of the shoot;

(iii)       make all efforts possible to, upon job completion or during, deliver the raw footage to    

(iv)   you; endeavour to capture the Images;

(v)        provide proof of drone pilot license or a permission for aerial work in its jurisdiction and insurance upon request if said pilot is licensed and insured;

(vi)       Obtain landowner’s permission where necessary.

Your sole remedy for breach of the warranties under these Terms & Conditions is (at our sole discretion) either a refund of the fees paid for the Services, or a replacement of the service or deliverable if possible.

We do not warrant that:

(i)         we can source an operator, period

(ii)        we can source operators in the more remote parts of the world;

(iii)       pilot can issue a quote if you have provided them with insufficient information about you or the job;

(iv)       the drone will be able to fly at the time planned for the job – the drone pilot is ultimately in control of drone operations and flight safety;

(v)        we can provide permits for filming.

Except as expressly stated in these Terms & Conditions, we do not give any representation, warranties or undertakings in relation to the Services or Image(s). Any representation, condition or warranty which might be implied or incorporated into these Terms & Conditions by statute, common law or otherwise is excluded to the fullest extent permitted by law. In particular, we will not be responsible for ensuring that the Services or Image(s) are suitable for your purposes.

 

Cancellation

After the Commencement of a job, you or Pilot may request a cancellation:

(i)         the requestor must notify the other party of the cancellation by placing a message via the Website.

(ii)        if you fail to notify the Pilot via the Website that you wish to cancel the job and the job is  subsequently completed, you must pay for the service delivered in accordance with these                                 terms and conditions and should not seek to file a dispute or reverse payment with their  credit card provider, bank or our payment processor.

Once notified of a cancellation:

(i)         the Pilot should stop working on the job immediately;

(ii)        the parties should agree via the Website what payment is necessary for any work  completed.

 

Refund Policy

Your credit/debit card will not be charged until you download the HiRes Footage. By downloading the HiRes Footage you are stating that, having viewed the watermarked footage, you are happy with deliverables. You are entitled to receive a refund (in the case of Footage transferred via Hard Drive that has not been previewed in LoRes Watermarked format, excluding the refund fee as described herein, under the following circumstances:

(i)         no response, meaning the Pilot has not responded via the Website within five working  days of the commencement of the Job;

(ii)        non-delivery (non-delivery means agreed scope of work was not delivered within the agreed timescales);

You and your Pilot may mutually agree to a refund for reasons other than the previous clause however authorization of such refunds will be subject to a review by Skytango®. If you are entitled to a refund, you will receive the funds requested minus irrecoverable costs, including travel costs that have already incurred and/or are uncancellable. Such refund fee shall be waived where a case can be made that the Pilot is at fault. Skytango® will process approved (or non-actioned) refund requests back to your account subject to a review of the refund reason and circumstances to ensure that both parties have complied with these Terms & Conditions, and that the purpose of the refund is not to avoid any of the parties’ obligations under these Terms & Conditions. If Skytango® reasonably believes that the parties have not complied with these terms and conditions or are seeking to avoid any such obligations Skytango® shall not be obliged to make the refund. Skytango® encourage Pilots and you to try and resolve any disagreements between themselves.

 

Events Outside Our Control

We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Terms & Conditions that is caused by an Event Outside our Control. If an Event Outside our Control takes place that affects the performance of our obligations under these Terms & Conditions:

(i)         we will contact you as soon as reasonably possible to notify you;

(ii)        our obligations under these Terms & Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside our                   Control.

Where the Event Outside our Control affects our performance of Services to you, we will restart the Services as soon as reasonably possible after the Event Outside our Control is over. If you have an account with us, you may cancel the contract if an Event Outside our Control takes place and you no longer wish the Services provided. Please see your cancellation rights below. We will only cancel the contract if the Event Outside our Control continues for longer than four weeks in accordance with our cancellation rights below.

 

How To Contact Us

If you have any questions or if you have any complaints, please contact us. You can contact us by emailing us at info@Skytango.com. If you wish to contact us in writing, or if any clause in these Terms & Conditions requires you to give us notice in writing (for example, to cancel the contract), you can send this to us by e-mail, by hand, or by pre-paid post to Skytango® Limited, DCU Alpha, Innovation Campus, Old Finglas Road, Dublin 11, Ireland or  We will confirm receipt of this by contacting you in writing. If we have to contact you or give you notice in writing, we will do so by e-mail, by hand, or by pre-paid post to the address you provide to us on registration.

 

How We May Use Your Personal Information

We will use the personal information you provide to us to provide the Services; and inform you about similar products or services that we provide, but you may stop receiving these at any time by contacting us.

 

Fraud

To ensure that your credit, debit or charge card is not being used without your consent, we may validate name, address and other personal information supplied by you during the order process against appropriate third party databases. By accepting these Terms & Conditions you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency that may keep a record of that information.

Other Terms

We may transfer our rights and obligations under these Terms & Conditions to another organisation, and we will always notify you in writing if this happens, but this will not affect your rights or our obligations under these Terms & Conditions. This contract is between you and us. No other person shall have any rights to enforce any of its terms. Each of the paragraphs of these Terms & Conditions operates separately. If any court or relevant authority decides that any of them are unlawful, the remaining paragraphs will remain in full force and effect. If we fail to insist that you perform any of your obligations under these Terms & Conditions, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you. In these Terms & Conditions, the following rules apply: a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality); a reference to a party includes its personal representatives, successors or permitted assigns; a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted; a reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted; any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms; and a reference to writing or written includes e-mails. These Terms & Conditions (including non-contractual disputes or claims) are governed by the laws of Ireland. The parties irrevocably agree that the courts of Ireland have exclusive jurisdiction to settle any disputes or claims arising out of or in connection with these Terms & Conditions, its subject matter or its formation (including non-contractual disputes or claims).

 

The Services are as follows:

(i)         You subscribe to our platform and use our database to Invite Pilots to a job.

(ii)        We ask you to fill in a job brief; this sets out the dates, exact locations, shot list and estimation of how long you need the pilot for.

(iii)       You may invite up to 4 Pilots to tender and award the job to one.

(iv)       Updates and communication between you and the drone pilots are via the Skytango®  messaging system on the Website.

(v)        You are provided with a quote that incorporates our platform use fee.

(vi)       As necessary, the Pilot may adjust the quote to reflect updates to the brief.

(vii)      When the brief and quote are agreed you finalise terms with the pilot and make any upfront payments via our ‘Stripe’ payment processor.

(viii)     The pilot will complete the job and send the footage/data to you via our platform

(ix)       You may view and download the watermarked proxies.

(x)        Full payment is triggered once you download the HiRes footage (which must be max 14  days after watermarked proxies uploaded)

 

Affiliates
If you avail of any of our affiliate discounts you are bound by the terms of use of the individual affiliate. In the case of insurance discounts, you agree to make your data available to said insurance provider and their underwriters.

Copyright Infringement
Skytango® respects copyright so, if you believe that your copyright has been infringed by the publication of any item of content on this site, please send us a signed notice containing the following information:
(i)         Your name, address, telephone number and email address.
(ii)        A description of the item of content in which you claim the copyright is infringed.
(iii)       A statement that you believe on valid grounds that the publication of the item of content on the    site is not authorised by the copyright owner or the owners agent, and is not the subject of an         exception to copyright.
(iv)       An assurance that you will, if required, provide a sworn statement that the information furnished    by you is correct.
On receipt of such a notice, we will investigate your claim, will respond within a reasonable period, and where appropriate, will remove the item of content from the site.

Limitation Of Our Liability
Nothing in these Website Terms excludes or limits our liability for death or personal injury arising from our negligence, or our fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited by Irish law. To the extent permitted by law, we exclude all conditions, warranties, representations or other terms which may apply to our Site or any content on it, whether express or implied. We will not be liable to any user for any loss or damage, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, even if foreseeable, arising under or in connection with;

(i)         Use of, or inability to use, our Site.
(ii)        Or use of or reliance on any content displayed on our Site. If you are a business user, please note   that in particular, we will not be liable for:
– Loss of profits, sales, business, or revenue.
– Business interruption.
– Loss of anticipated savings.
– Loss of business opportunity, goodwill or reputation.
– Or any indirect or consequential loss or damage.

We rely on assurances given by providers of content on our site that they hold sufficient right and title to the copyright and other intellectual property rights in the content to authorise us to make the content available on the site. Skytango® does not accept responsibility for breach of any such right. Nor do we accept responsibility for the content of websites linked on our site. Such links should not be interpreted as endorsement by us of those linked websites. We will not be liable for any loss or damage that may arise from your use of them.

Indemnification
You will indemnify, defend, and hold harmless Skytango® and its affiliates, directors, officers, employees, and agents, from and against all third party actions that:
(i)        Arise from your activities on the Site.
(ii)       Assert a violation by you of any term of this Website Terms.
(iii)       Or assert that any content you submitted to Skytango® violates any law or infringes any  third party right, including any intellectual property or privacy right.

Disclaimers
Skytango® provides the Site and content on an “as is” and “as available” basis. You therefore use the Site at your own risk. Except where you are a subscriber, Skytango® expressly disclaims any and all warranties of any kind, whether express or implied, including, but not limited to the implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any other warranty that might arise under any law. Without limiting the foregoing, Skytango® makes no representations or warranties:
(i)         That the Site will be permitted in your jurisdiction.
(ii)        That the Site will be uninterrupted or error-free.
(iii)       Concerning any content submitted by any Subscriber.
(iv)       That the Site or content will meet your business or professional needs.
(v)        That Skytango® will continue to support any particular feature of the Site.

Viruses
We do not guarantee that our Site will be secure or free from bugs or viruses. You should use your own virus protection software. You must not misuse our Site by knowingly introducing viruses, trojans, worms, logic bombs or other material that is malicious or technologically harmful. You must not attempt to gain unauthorised access to our Site, the server on which our Site is stored or any server, computer or database connected to our Site. You must not attack our Site via a denial-of-service attack or a distributed denial-of service attack. In the event of such a breach, your right to use our Site will cease immediately.

Links to and from our site
You may link to our home page, provided you do so in a way that is fair and legal and does not damage our reputation or take advantage of it. You must not establish a link in such a way as to suggest any form of association, approval or endorsement on our part where none exists. You must not establish a link to our Site in any website that is not owned by you. Our Site must not be framed on any other Site, nor may you create a link to any part of our Site other than the home page. We reserve the right to withdraw linking permission without notice. The website in which you are linking must comply in all respects with the content standards set out above. Where our Site contains links to other sites and resources provided by third parties, these links are provided for your information only. We have no control over the contents of those sites or resources.

Trade marks
Skytango® is a trade mark of Skytango® Ltd.

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