The Florida Drone Co, LLC — Terms and Conditions of Service
In these Terms and Conditions (“Terms”), the following definitions apply:
“Company,” “we,” “us,” or “our” refers to The Florida Drone Co, LLC, a Florida limited liability company doing business as “FL Drone,” including its officers, members, managers, employees, agents, subcontractors, and assigns.
“Client,” “you,” or “your” refers to any individual, business entity, government agency, or other organization that engages the Company for Services, including authorized representatives.
“Services” means any and all drone-related services provided by the Company, including but not limited to: aerial photography and videography; photogrammetric mapping and surveying; orthomosaic production; 3D modeling and point cloud generation; volumetric analysis; thermal and multispectral imaging; infrastructure, roofing, and solar panel inspections; agricultural monitoring and crop analysis; real estate media production; construction progress monitoring; search and support operations; and any other unmanned aircraft system (UAS) operations.
“Deliverables” means all data, images, video, maps, models, reports, and other materials produced or delivered by the Company as a result of the Services.
“Flight Operations” means the actual operation of unmanned aircraft systems, including pre-flight planning, in-flight operations, and post-flight data processing.
“Applicable Law” means all federal, state, and local laws, rules, and regulations applicable to the Services, including but not limited to Federal Aviation Administration (FAA) regulations under 14 CFR Part 107, Florida state statutes, and local ordinances governing UAS operations.
By engaging the Company for Services, signing a work order, purchase order, or proposal referencing these Terms, or by accepting Deliverables from the Company, the Client agrees to be bound by these Terms in their entirety. These Terms constitute a legally binding agreement between the Client and the Company.
These Terms supplement and are incorporated by reference into any proposal, work order, statement of work, or service agreement executed between the parties. In the event of a conflict between these Terms and any such document, these Terms shall control unless the conflicting provision expressly states that it supersedes a specific section of these Terms and is signed by both parties.
3.1. The specific Services to be provided shall be described in a written proposal, work order, or statement of work (“SOW”) agreed upon by both parties. The Company shall perform Services in a professional and workmanlike manner consistent with generally accepted industry standards for commercial UAS operations.
3.2. The Company reserves the right to determine the methods, techniques, equipment, and flight parameters used to perform the Services, provided such methods comply with Applicable Law and applicable safety standards.
3.3. Any change to the scope, schedule, or specifications of the Services after execution of the SOW must be agreed to in writing by both parties. Additional fees may apply to scope changes.
4.1. The Company operates in compliance with FAA regulations, including 14 CFR Part 107, and maintains all required certifications, waivers, and authorizations. All remote pilots in command hold valid FAA Part 107 Remote Pilot Certificates.
4.2. The Company retains sole and absolute discretion to cancel, postpone, relocate, or modify any Flight Operations due to weather conditions, airspace restrictions, safety concerns, equipment malfunctions, regulatory requirements, or any other factor that the pilot in command determines may compromise safety. Such cancellation or postponement shall not constitute a breach of contract.
4.3. The Client shall not direct, instruct, or pressure the Company or its pilots to operate in violation of any Applicable Law, safety protocol, or manufacturer operating limitation. Any such direction shall be grounds for immediate termination of Services without refund.
4.4. The Client is solely responsible for obtaining any permits, authorizations, or property access rights necessary for the Company to perform Services at the Client-designated location, including but not limited to property owner consent, HOA approvals, and local government permits. Failure to secure such access shall not excuse the Client’s payment obligations for any mobilization or preparation costs incurred.
5.1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY’S TOTAL AGGREGATE LIABILITY TO THE CLIENT FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE TOTAL FEES ACTUALLY PAID BY THE CLIENT TO THE COMPANY FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM.
5.2. IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PROJECT DELAYS, COST OF SUBSTITUTE SERVICES, OR ANY OTHER PECUNIARY OR NON-PECUNIARY LOSS, REGARDLESS OF WHETHER THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
5.3. Without limiting the foregoing, the Company shall not be liable for:
5.4. The limitations set forth in this Section 5 shall apply even if any remedy provided herein fails of its essential purpose and shall survive termination or expiration of these Terms.
6.1. The Client acknowledges that drone operations involve inherent risks, including but not limited to: equipment malfunction, GPS interference, electromagnetic interference, bird strikes, unexpected wind gusts, loss of communication link, and other factors that may result in uncontrolled flight, forced landing, or crash of unmanned aircraft.
6.2. The Client assumes all risk of loss or damage to Client property at the flight location that is not directly caused by the Company’s gross negligence or willful misconduct. The Client shall ensure that all persons, animals, vehicles, and sensitive equipment are at a safe distance from the flight area as directed by the Company’s pilot in command.
6.3. The Client shall disclose to the Company, in writing and prior to the commencement of Services, all known hazards, obstructions, restricted areas, sensitive operations, and relevant conditions at or near the service location, including but not limited to: overhead power lines, guy wires, trees, wildlife nesting areas, chemical storage, explosive materials, and electromagnetic emitters.
7.1. The Client shall indemnify, defend, and hold harmless the Company, its members, managers, officers, employees, agents, and subcontractors from and against any and all claims, demands, actions, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) arising out of or related to:
7.2. The Company shall indemnify and hold harmless the Client from claims arising directly from the Company’s gross negligence or willful misconduct in performing Flight Operations, subject to the limitation of liability set forth in Section 5.
7.3. The indemnifying party’s obligations under this Section are conditioned upon: (a) prompt written notice of the claim; (b) the right to control the defense and settlement of the claim; and (c) reasonable cooperation from the indemnified party.
8.1. EXCEPT AS EXPRESSLY SET FORTH IN A SIGNED SOW, THE SERVICES AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, AND NON-INFRINGEMENT.
8.2. WITHOUT LIMITING THE FOREGOING, THE COMPANY DOES NOT WARRANT THAT:
8.3. Drone-based data collection has inherent technical limitations. The Client acknowledges that aerial data is not a substitute for licensed professional surveying, engineering analysis, or certified inspection services unless the SOW explicitly provides otherwise and is performed by or under the supervision of an appropriately licensed professional.
9.1. The Company retains all right, title, and interest in its proprietary methods, workflows, software, algorithms, flight planning tools, processing techniques, and know-how used to perform the Services (“Company IP”). Nothing in these Terms transfers ownership of Company IP to the Client.
9.2. Upon full payment of all fees, the Client shall receive a non-exclusive, non-transferable, perpetual license to use the Deliverables for the Client’s internal business purposes and the specific purposes described in the SOW. The Client shall not resell, sublicense, distribute, or publicly display the Deliverables without the Company’s prior written consent.
9.3. The Company may retain copies of all Deliverables and raw data for its records, portfolio, quality assurance, and internal training purposes. The Company may use anonymized or de-identified versions of Deliverables for marketing, case studies, and promotional purposes unless the Client provides written notice of objection within thirty (30) days of delivery.
9.4. Raw sensor data (including but not limited to raw images, LiDAR point clouds, and unprocessed video) shall remain the property of the Company unless otherwise agreed in the SOW. Processed Deliverables derived from raw data are licensed to the Client as described in Section 9.2.
10.1. Payment terms shall be as specified in the applicable SOW or invoice. Unless otherwise agreed, payment is due within thirty (30) days of the invoice date. A deposit may be required prior to scheduling Services.
10.2. Late payments shall accrue interest at the rate of 1.5% per month (18% per annum) or the maximum rate permitted by Florida law, whichever is less, from the due date until paid in full.
10.3. In the event of non-payment, the Company may: (a) suspend or withhold Deliverables; (b) suspend future Services; (c) revoke the license granted in Section 9.2 until payment is made; and (d) pursue collection remedies, in which case the Client shall be responsible for all collection costs, including reasonable attorneys’ fees.
10.4. Mobilization fees, travel costs, and preparation time incurred prior to cancellation or postponement by the Client are non-refundable. Cancellations within forty-eight (48) hours of a scheduled Flight Operation shall incur a cancellation fee equal to fifty percent (50%) of the quoted Service fee.
11.1. Each party agrees to maintain the confidentiality of the other party’s proprietary and confidential information and to use such information only for the purposes contemplated by these Terms. Confidential information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party’s confidential information; or (d) is disclosed pursuant to a court order or legal requirement, provided the receiving party gives prompt notice.
11.2. The Company shall maintain the confidentiality of all Client site data, proprietary operations, and business information observed or collected during Services, subject to the Company’s rights under Section 9.3 and any legal or regulatory reporting obligations.
12.1. The Company shall perform Services in compliance with applicable privacy laws and regulations, including the Florida Information Protection Act and, to the extent applicable, the California Consumer Privacy Act (CCPA) and General Data Protection Regulation (GDPR).
12.2. Aerial imagery may incidentally capture images of persons, vehicles, or property not owned by the Client. The Company does not intentionally collect personal data through its Services. The Client is responsible for providing appropriate notice to any persons who may be present at the flight location.
12.3. In the event of a data breach involving Client data, the Company shall notify the Client within seventy-two (72) hours of becoming aware of the breach and shall cooperate with the Client in meeting any applicable notification obligations.
13.1. The Company maintains commercial general liability insurance, aviation/drone liability insurance, and other insurance coverages appropriate for commercial UAS operations. Certificates of insurance are available upon request.
13.2. The Company’s insurance coverages are not a substitute for the limitation of liability provisions set forth in Section 5. Insurance coverage limits and terms are subject to the policies in effect at the time of the Services and the insurer’s coverage determinations.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to: acts of God; natural disasters; hurricanes, tropical storms, or severe weather; pandemics or epidemics; war, terrorism, or civil unrest; government actions, orders, or restrictions; FAA airspace closures or TFRs (Temporary Flight Restrictions); power failures; internet or communication outages; supply chain disruptions; or labor disputes. The affected party shall give prompt notice of the force majeure event and shall use reasonable efforts to mitigate its effects.
15.1. These Terms shall remain in effect for the duration of the Services and for a period of one (1) year following completion of the last Service performed under these Terms.
15.2. Either party may terminate the engagement for cause upon thirty (30) days’ written notice if the other party materially breaches these Terms and fails to cure such breach within the notice period.
15.3. The Company may terminate immediately if the Client: (a) requests or directs the Company to operate in violation of Applicable Law; (b) creates an unsafe work environment; (c) fails to make any payment when due; or (d) becomes subject to bankruptcy, insolvency, or similar proceedings.
15.4. Upon termination: (a) the Client shall pay for all Services performed and expenses incurred through the date of termination; (b) Sections 5, 6, 7, 8, 9, 11, 16, 17, and 18 shall survive termination; (c) any license to Deliverables granted hereunder shall survive only if all fees are paid in full.
16.1. The parties shall first attempt to resolve any dispute arising under these Terms through good-faith negotiation for a period of thirty (30) days following written notice of the dispute.
16.2. If the dispute is not resolved through negotiation, either party may initiate binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator in the State of Florida. The arbitrator’s award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
16.3. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property rights or confidential information.
16.4. EACH PARTY HEREBY IRREVOCABLY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THESE TERMS.
16.5. In any action or proceeding to enforce these Terms, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing party.
These Terms shall be governed by and construed in accordance with the laws of the State of Florida, without regard to its conflict of laws principles. Any legal action not subject to arbitration under Section 16 shall be brought exclusively in the state or federal courts located in the State of Florida, and each party consents to the personal jurisdiction and venue of such courts.
18.1. Entire Agreement. These Terms, together with any SOW, proposal, or work order referencing these Terms, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, negotiations, representations, and understandings.
18.2. Severability. If any provision of these Terms is held invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect. The invalid provision shall be modified to the minimum extent necessary to make it valid and enforceable while preserving the parties’ original intent.
18.3. Waiver. No failure or delay by either party in exercising any right under these Terms shall constitute a waiver of that right. A waiver of any provision shall not constitute a waiver of any other provision.
18.4. Assignment. The Client shall not assign or transfer these Terms or any rights hereunder without the Company’s prior written consent. The Company may assign these Terms to a successor in interest or affiliate.
18.5. Notices. All notices required or permitted under these Terms shall be in writing and delivered by email with confirmation of receipt, certified mail, or nationally recognized overnight courier to the addresses specified in the SOW or most recent contact information on file.
18.6. Independent Contractor. The Company is an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between the parties.
18.7. No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties and do not create any third-party beneficiary rights.
18.8. Headings. Section headings are for convenience only and do not affect interpretation.
18.9. Counterparts. These Terms (or any SOW referencing them) may be executed in counterparts, including electronic signatures, each of which shall be deemed an original.
Unless the SOW explicitly states otherwise and the work is performed by or under the direct supervision of a Florida-licensed Professional Surveyor and Mapper (PSM), mapping Deliverables are NOT certified surveys and shall not be used for: boundary determination; legal descriptions; title work; construction staking or layout; regulatory submissions requiring certified survey data; or any purpose where a licensed survey is required by law. Accuracy tolerances for mapping Deliverables are estimates only and are subject to variables including ground control quality, GPS conditions, terrain, vegetation, and atmospheric conditions.
Drone-based inspections provide visual documentation from aerial perspectives. Unless the SOW explicitly states otherwise, inspection Services are visual assessments only and do not constitute engineering evaluations, structural analyses, code compliance certifications, or any other professional assessment requiring licensure. Inspection Deliverables may not identify all defects, especially those that are hidden, subsurface, intermittent, or not visible from aerial vantage points. The Client should obtain professional inspections as required by applicable codes, standards, or insurance requirements.
Multispectral, thermal, and NDVI data provide indicators of crop health and field conditions but are not diagnostic tools. The Company does not provide agronomic advice. Decisions regarding planting, fertilization, pest management, irrigation, or harvesting based on Deliverables are made solely at the Client’s risk and should be informed by consultation with qualified agricultural professionals.
The Client represents and warrants that it has the legal right to commission aerial photography and videography of the subject property. The Company is not liable for claims by neighboring property owners, tenants, or other third parties arising from aerial operations conducted at the Client’s direction and over property the Client has authorized.