Agreement

SUBSCRIPTION AGREEMENT FOR SERVICES

This Subscription Agreement (“Agreement”) by and between DroneBlocks, LLC (“DroneBlocks”) and the customer identified on a signed Order Form (“Customer”) governs the terms of Customer’s subscription to DroneBlocks Services, and other materials for the term of the subscription (the “Term”). This Agreement will be effective on the date of Customer’s signature on the Order Form (the “Effective Date”).

1. DEFINITIONS.

1. “App” means any DroneBlocks software application, including, but not limited to, the DroneBlocks iPad and/or iPhone and/or web browser and/or Android software application.

2.  “Authorized Users” means the end-users (or number and/or location of end-users) of the Services on behalf of whom Customer has entered this Agreement. 

3.  “Child User” means an individual who is not of legal age to consent to the collection and processing of their personal information, specifically individuals under the age of 13.

4. “Customer” means the person or entity that has contracted with DroneBlocks for the Services.

5.  “Customer Data and Content” means all data, information, and materials provided by or on behalf of the Customer for use with the Services. 

6. “DroneBlocks Technology” means DroneBlocks’ proprietary software, including the Website, the DroneBlocks App, technology, frameworks, platforms, methodologies, facilitation guides, questionnaires, techniques, general-purpose consulting and related know-how, logic, coherence, and methods of operation of systems, user interfaces, screen designs, presentation materials, and best-practices documentation, including any enhancements, modifications or derivatives thereof, including the DroneBlocks mobile application. 

7. “Order Form” means one or more DroneBlocks order forms specifying the Services to be provided to Customer by DroneBlocks. 

8. “Services” means the DroneBlocks STEM drone curriculum, which includes over 150 cloud-based lessons for teachers to choose from, and a suite of software to enable educators to teach students about computer science using drones.  It includes all services offered or provided by DroneBlocks, including access to  DroneBlocks Technology, as well as access to Lesson Plans, Training Materials, Webinars, and Training. DroneBlocks Services include ongoing upgrading of the product and related technology, communications with educators in support of their use of the Services, as well as the benefits of related research and development, improvements, and supplements supporting the DroneBlocks offerings, the Website, and/or the App.  

9. “Website” means the DroneBlocks customer portal at droneblocks.io and any related sites and/or subsites.

2. THE SERVICES

2.1 Right to Access and Use the Services. During the Term, Customer will receive a nonexclusive, non-assignable, royalty free, worldwide right to access and use the Company Services solely for its internal business operations subject to the terms of this Agreement and any applicable Statement of Work hereunder. 

2.2 Acknowledgement. Customer acknowledges that this Agreement is a services agreement and Company will not be delivering copies of software to Customer as part of the Services. No rights or licenses are granted except as expressly set forth herein

2.3 Support.  During the Term, DroneBlocks will provide email support to the Customer’s Users.  Such support consists solely of assistance with classroom support, usage questions, or troubleshooting bugs related to the DroneBlocks Technology supplied by DroneBlocks. Support hours are from 9:00 a.m. to 6:00 p.m. U.S. Eastern Time, Monday through Friday, (except U.S. federal holidays). Times of support are subject to change.

2.4.  Availability of Services.  Subject to the need to perform periodic and routine maintenance, DroneBlocks takes reasonable measures to make the Services available 24 hours a day, seven days a week, and to maintain saved information. However, technical failures, acts of God, and routine and unscheduled maintenance may render Services unavailable at times (including during normal business or school hours), and/or may result in the loss of information. DroneBlocks shall not be liable to Customer or anyone else for any loss of information or for the non-availability of the  Services unless such loss of information or non-availability of a Service has resulted from DroneBlocks’ gross negligence or willful misconduct.

3. FEES AND PAYMENT TERMS.

3.1 Initial Payments.  DroneBlocks will invoice Customer for all Subscription fees and all other charges immediately at the time of order.  All amounts due specified in an Order Form are in U.S. Dollars and payments must be submitted in U.S. Dollars within thirty (30) days of invoicing.  Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate termination of Services. 

3.2 Subscription Renewals. Renewal fees for any follow-on Renewal Term may be increased or decreased by DroneBlocks. Customer will be informed of any increases or decreases not less than 45 days before the end of the Term.  The Subscription will automatically renew unless canceled by the Customer not less than 90 days before the end of the Term. Cancellation should be initiated by verbal notification to an DroneBlocks representative, followed by a written confirmation by Customer.  Subscription renewal fees will be automatically charged if the Customer has a payment method on file. If no payment method is on file, DroneBlocks will invoice Customer thirty (30) days before the end of the current Term.

3.3 Taxes.  Posted Subscription fees and other charges do not include applicable sales and VAT taxes.  Customer will be charged applicable sales and VAT taxes or fees unless Customer furnishes DroneBlocks with a valid tax exemption certificate.

4. CUSTOMER OBLIGATIONS.

4.1 Customer Control.  Customer will be solely responsible for administering and monitoring the use of login IDs and passwords provided by DroneBlocks. DroneBlocks is not liable for any damages arising from Customer’s failure to manage the confidentiality of its login ID and passwords and Customer is responsible for any actions arising out of the use or misuse of Customer’s login IDs.

4.2 Prohibited Uses and Customer Restrictions.  Customer will not modify, rent, sublease, sublicense, assign, copy, lend, adapt, translate, sell, distribute, derive works from, decompile, disassemble or reverse engineer any DroneBlocks Technology, except as explicitly permitted hereunder.  The Services must be used solely by Customer and its Authorized Users, and not (by implication or otherwise) any other division, subsidiary or affiliate of Customer that was not accounted for under this Agreement.  Customer will not permit any third party to access the DroneBlocks Technology or to use the Services, except with DroneBlocks’ prior written consent, which may be withheld for any reason or for no reason.  Customer will not:  (a) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs in, to or from the DroneBlocks Technology; (b) interfere with or disrupt the integrity or performance of the DroneBlocks Technology, or the data contained therein; (c) use the DroneBlocks Technology in a manner inconsistent with its applicable documentation, or (d) attempt to gain unauthorized access to the DroneBlocks Technology or related systems or networks.

4.3 Terms of Use.  Customer agrees that the terms of this Subscription Agreement and the DroneBlocks Terms of Use set forth at https://teachable.com/terms-of-usewhich govern Customer’s access to DroneBlocks are reasonable and appropriate, and Customer and all Authorized Users will comply with the Terms of Use at all times.  Customer agrees that it, and not DroneBlocks, shall be responsible for obtaining any required parental or other permission to enable any Child User to make use of the Services.  Customer shall undertake reasonable measures to assist DroneBlocks in enforcing such Terms of Use. Derogatory, harmful or unlawful conduct is not permitted on any Services. Authorized Users are not permitted to upload, distribute through, or otherwise publish any content which is libelous, defamatory, obscene, pornographic, threatening, invasive of privacy or publicity rights, abusive, illegal, or otherwise objectionable that would constitute or encourage a criminal offense, violate the rights of any party violate any law, or otherwise violate this Subscription Agreement or the Terms of Use. The Terms of Use may be modified from time to time to incorporate new legal or security requirements or requirements established by third parties who interact with the Services.

4.4 Communications.  Customer authorizes DroneBlocks to send electronic mail, phone calls, and SMS text messages to teachers and school administrators (if such Authorized User has opted-in to receiving SMS messages) in support of the Services, including, but not limited to:

1. delivering professional development and similar materials;

2. advising of changes, upgrades, or additions to the Services or about any additional Services; 

3. notifications of upcoming competitions and events;

4. renewal and other account-related matters, so long as the Authorized User has responsibility for the account.     

If you do not want your teachers and/or school administrators to receive such emails, please notify DroneBlocks at support@droneblocks.io.

5.  TERMINATION

Either party may terminate this Agreement immediately for default if the other party fails to cure all material defaults in its performance within ten (10) days of its receipt of written notice of its default(s) from the terminating party.

Immediately upon the termination or expiration of any of this Agreement, Customer and its Authorized Users shall immediately cease use of all Service(s). 

6. OWNERSHIP, RIGHTS & CONFIDENTIAL INFORMATION.

6.1 Customer Ownership and License.  Customer has sole responsibility for the accuracy, quality of its Customer Data and Content and for securing the right to submit and for DroneBlocks to use its Customer Data and Content as a part of the Services under this Agreement.  Customer grants to DroneBlocks and its subcontractors a non-exclusive, fully paid-up license to use, reproduce, store, modify and publicly display Customer Data and Content, to the extent necessary for DroneBlocks and its subcontractors to deliver the Services and perform their obligations under this Agreement.  By making available any Customer Data and Content to DroneBlocks, including on or through the Services, Customer grants to DroneBlocks a nonexclusive license to view, download, reproduce, modify, create derivative works of, distribute and display Customer Data and Content solely for the purposes of (a) providing the Services and (b)product development, research, or other purposes, provided that the foregoing does not individually identify Customer and/or the identity of individual Authorized Users.  DroneBlocks’ Privacy Policy with respect to its collection  use and protection of confidential information, including data,  is available here: https://droneblocks.io/privacy-policy

6.2 Results. Customer acknowledges and agrees that DroneBlocks may (a) anonymize and aggregate benchmarking results of Customer use of the Services with results of other customers’ use (collectively “Results”), and (b) use and disclose the Results for any purpose provided that the Results do not individually identify Customer and/or the identity of individual Authorized Users.

7. INDEMNIFICATION.

7.1 Customer Indemnification.  Customer will indemnify, defend and hold harmless DroneBlocks from and against any claim brought against DroneBlocks to the extent arising out of a breach or an alleged breach by Customer of this Subscription Agreement or of the Terms of Use. The Customer acknowledges that DroneBlocks does not manufacture any equipment, such as drones, that may be used by Customer in connection with the Services.  Customer further acknowledges that there are hazards associated with the physical activity associated with the use of such equipment, including, but not limited to bodily injury or damage to property. The Customer shall take precautions to make the play area safe and assume all responsibility for injuries to persons or damages to property, and shall release and indemnify, defend and hold DroneBlocks harmless from any and all claims arising out of the Customer’s use of such equipment in connection with the Services. 

7.2 Mutual Indemnification. Each party will indemnify and defend the other party against any third-party claims to the extent arising from the indemnifying party’s gross negligence or willful misconduct.

7.3 General Indemnification Terms.  In case of any indemnified claim under this Section 7, the indemnified party will (a) give written notice to the indemnifying party promptly upon becoming aware of a claim for which indemnification may be sought; (b) provide control of the defense of the claim to the indemnifying party, including the right to settle; provided, however, that the indemnifying party will not settle any such suit or claim without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed; and (c) provide reasonable cooperation in the defense thereof.

8. WARRANTY.

8.1 Limited Services Warranty.  DroneBlocks warrants that the Services will throughout the Term be performed in a professional manner and conform in all material respects with the functions described in the Order Form or any  then-current product documentation.  This warranty does not apply if the Services are not used by Customer in accordance with this Agreement and the Terms of Use, or any applicable instructions or training provided by DroneBlocks.  If the Services fails to operate as warranted in this Section 8  .1 and Customer notifies DroneBlocks in writing of the nature of the non-conformance (“Notice”), DroneBlocks will use commercially reasonable efforts to promptly repair or replace the non-conforming portions of the Services without charge.  If, after a reasonable opportunity to cure, DroneBlocks does not remedy the non-conformance, the Customer may no later than sixty (60) days after giving the Notice, terminate the non-conforming portion of the Order Form.  The foregoing provides the Customer’s sole remedy for breach of the warranty.

8.2 Disclaimer of Warranties.  EXCEPT AS PROVIDED IN THIS AGREEMENT, DRONEBLOCKS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.  THE CUSTOMER EXPRESSLY AGREES THAT THE USE OF THE SERVICES IS AT ITS SOLE RISK.  DroneBlocks does not warrant that the Services or the data stored through the use thereof are not susceptible to intrusion, attack, or computer virus infection.

9. LIMITATION OF LIABILITY.

UNDER NO CIRCUMSTANCES, INCLUDING BUT NOT LIMITED TO BREACH OF CONTRACT, TORT, OR NEGLIGENCE, WILL DRONEBLOCKS  BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS) THAT ARISE OUT OF OR ARE RELATED TO YOUR USE OF THE SERVICES. IN NO EVENT SHALL DRONEBLOCKS’S AGGREGATE LIABILITY TO CUSTOMER  FOR ANY LOSS, DAMAGE, OR CLAIM RELATED TO OR ARISING OUT OF THE SERVICES EXCEED THE GREATER OF: (I) $250.00 OR (II) THE TOTAL AMOUNTS, IF ANY, ACTUALLY PAID BY YOU TO DRONEBLOCKS  DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.

Because some states or jurisdictions do not allow the exclusion or the limitation of liability for consequential or incidental damages, in such states or jurisdictions, DroneBlocks’ liability shall be limited to the maximum extent permitted by law.

10. GENERAL.

10.1 Entire Agreement.  This Agreement, taken together with the Order Form, the Terms of Use, and any additional policies referenced herein,  constitute the entire agreement between the parties relating to the subject matter.  

10.2 Compliance with Laws. DroneBlocks agrees to comply with all laws applicable to DroneBlocks in the provision of Services hereunder.  Customer agrees to comply with all laws applicable to Customer in its receipt and use of Services hereunder.

10.3 Notices.   All notices under this Agreement will be in writing and sent by (a) personal delivery, including confirmed scan delivered by email; (b) overnight courier; or (c) first class mail, certified or registered, return receipt requested to the contact and address indicated in the Order Form, provided that a party may change such contact or address by written notice to the other party.  

10.4 Publicity. DroneBlocks may identify Customer as a customer of DroneBlocks. DroneBlocks may prepare and issue a press release announcing the relationship formed by this Agreement, which will be provided to the Customer for review and comment prior to release.  DroneBlocks may issue a press release announcing the results obtained by Customer from using the Services, subject to the prior approval of Customer, not to be unreasonably withheld or delayed.

10.5 Assignment. Customer may not assign this Agreement or otherwise transfer any rights hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of DroneBlocks. Any assignment or transfer in violation of this Section will be null and void.

10.6 Choice of Law.  This agreement will be governed and interpreted in accordance with the laws of the state of Delaware without regard to the conflicts of law provisions of any state or jurisdiction. Any action will be brought in the state or federal courts located in Delaware.

10.7 Dispute Resolution.  Any dispute between the parties arising out of this Agreement will be mediated in confidential mediation proceedings by a mutually acceptable mediator to be chosen within thirty (30) days after written notice by either party demanding mediation.  DroneBlocks and Customer will equally share costs of the mediation.   Nothing in this Section will prevent DroneBlocks from collecting fees due under Section 3, nor will it prevent either party from resorting to judicial proceedings, if (a) good faith efforts to resolve the dispute under these procedures have been unsuccessful; (b) the claim or dispute involves intellectual property rights, or (c) interim relief from a court is necessary to prevent serious and irreparable injury to that party or to others.

10.8 Force Majeure.  Except for Customer’s payment obligations, neither party will be liable to the other party for any delay or failure of DroneBlocks to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of such other party.  Such causes include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities., or delays by Customers in providing required resources or support or performing any other requirements hereunder.

10.9 No Waiver.  No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

10.10 Severability and Reformation. Each provision of this Agreement is a separately enforceable provision.  If any provision of this Agreement is determined to be or becomes unenforceable, such provision will be reformed to the minimum extent necessary in order for this Agreement to remain in effect in accordance with its terms as modified by such reformation.

Customer’s execution of an Order Form, payment for Services under such Order Form and/or use of DroneBlocks Services shall conclusively demonstrate Customer’s acceptance of the terms of this Subscription Agreement.