Content License Agreement Guidelines
(Revised as of 02/01/2024)
The Contributor is strongly encouraged to adhere to the License Agreement Guidelines outlined in this document for all accompanying License Agreements to their content available for purchase at Drone by Nature®️ (Website). Both the Customer and the Contributor are strongly recommended to thoroughly examine the guidelines provided in this document.
It should be emphasized that the “License Agreement Template” available on the Website in Word format incorporates all the guidelines outlined below. However, the Contributor can decide whether to use the Drone by Nature®️ “License Agreement Template” or create their own customized License Agreements when necessary.
By selecting “I agree” or expressing the acceptance of this document, or by downloading or utilizing the purchased Content, the Customer is indicating his consent to be legally obligated by the terms outlined in the sections 8, 9, 10 and 12 of this document.
1. Definitions:
As employed in this document:
a. “Content” refers to any creative work, encompassing aerial video footage and photographs, that is acquired through downloading in accordance with this Agreement.
b. ‘’Customer’’ refers to the Website user who browses and purchases from a diverse range of Content to elevate their creative projects at Drone by Nature®️.
c. ‘’Contributor’’ refers to the Website user who offers their Content for sale at Drone by Nature®️.
d. “Download” and its variations signify the action of downloading, obtaining, or copying Content: (i) from the Website, (ii) through a Drone by Nature®️ application or application programming interface, (iii) via Drone by Nature®️ email, electronic, or wireless delivery, or (iv) through the physical media delivery by Drone by Nature®️.
e. “Item Page” designates the specific Content item and its detailed pages on the Website, where item previews and information about the respective Content are provided for Drone by Nature®️ Users.
f. “License” denotes the granted permission associated with the Customer download purchase.
g. “License Agreement(s)” is a legal contract between the Customer and the Contributor, defining the Customer’s authorization to use, modify, and distribute the creative works provided by the Contributor. The agreement delineates the rights, limitations, and financial terms related to the utilization of the media file(s).
h. “Drone by Nature®️ User” refers to an individual registered as a Drone by Nature®️ user or account holder.
i. “Single Project” encompasses edited versions of the same Production or Digital Production, including related promotional material that adheres to the terms of this Agreement for that Production or Digital Production.
j. “Website” refers to the internet platform www.dronebynature.com, as well as other Drone by Nature®️-branded internet sites affiliated with Drone by Nature®️ and its Affiliates.
2. Media License:
The License: With each downloaded media file, Drone by Nature®️ highly recommends that the Contributor grants the Customer a non-exclusive, worldwide, perpetual right and license, subject to the terms, conditions, and limitations outlined in this document, to:
1. Use, copy, edit, modify, manipulate, combine, and synchronize the Content in any independently authored derivative or other work in any media now known or hereafter devised (including in-context works for advertising and promotion). This includes incorporating Content into Productions, which consist of substantial independently created works, either created by or for the Customer, or on his behalf, as permitted by the terms of this Agreement. For clarification, “Productions” encompass books, periodicals, and the public display and performance of Content as part of a public event (including broadcast and/or streamed performances).
2. Directly or indirectly copy, publish, publicly display and perform, transmit, broadcast, telecast, and distribute the Content within such Production(s) worldwide and by any means now known or hereafter devised, and permit others to do so.
3. Use the tags, metadata, designations, disclaimers, restrictions, annotations, information, and documentation available on the Website or otherwise provided by the Contributor to the Customer with, in, or otherwise related to Content (the “Content Information”) internally to facilitate the foregoing with regard to the Content.
Number of Productions: The license should permit an unlimited number of Productions, subject to the terms, conditions, and restrictions indicated in this document, unless the Item Page or the License Agreement specifies its use for a Single Project.
3. Digital License and Additional Restrictions on Digital License Only:
1. If a Digital License has been purchased, the Contributor hereby provides the Customer with a non-exclusive, worldwide, perpetual right and license (the “Digital License”), subject to the terms, conditions, and limitations outlined in the License Agreement, to:
2. Use, copy, edit, modify, manipulate, combine, and synchronize the Content in a purely digital Production that incorporates or merges the Content with other substantial independently created works. This digital Production must be created by or for the Customer, on his behalf, or for one of his clients (a “Digital Production”).
3. Publicly display and perform (“Distribute”) the Content within such Digital Production(s) exclusively through digital streaming over the internet.
4. Use the Content Information internally to facilitate the aforementioned uses of the Content.
Restrictions: In addition to the other restrictions stipulated in the License Agreement provided by the Contributor, the use of Content under the Digital License is subject to the following:
· Single Project: The Content may only be used in a Single Project.
· Print, Film, and Physical Media Excluded: The Content may not be used in or on any printed media, film, physical media (e.g., CD or DVD), or merchandise.
· Only Digital Streaming Permitted: Theatrical, broadcast, telecast, cable, satellite distribution, performance, or display of the Digital Production or Content is expressly prohibited.
· Permitted Distribution Channels: Distribution of the Content within or with a Digital Production(s) is allowed only through digital streaming on the following channels:
Over-The-Top (OTT) Video On Demand apps;
· YouTube;
· Facebook;
· Instagram;
· Snapchat;
· Twitter;
· Pinterest; and/or
· Customer’s website or mobile app.
4. License Generalities:
Guidelines for the Number of Seats:
Drone by Nature®️ strongly advises Contributors to issue an “Individual License” for each media file whenever feasible, aiming to prevent potential licensing uncertainties that may arise later among the parties involved.
Under an “Individual License,” access to or use of the raw Content is authorized on behalf of the customer and is restricted to a single individual. The individual who downloaded the Content through the Website will be considered that person unless another individual was designated by the Drone by Nature®️ User at the time of download on the checkout page of the Website or in writing to the Contributor.
Print Runs for Printed Productions:
The “Print Run” refers to the number of physical printed copies of the Content as part of a Production or packaging, counted by the lesser of the number of physical analogy printed (non-digital) copies or the circulation total for any individual edition containing the Content. Electronic copies are not counted, even if in a physical medium (e.g., a DVD).
Drone by Nature®️ suggests that Contributors explicitly specify the ‘Print Run’ number in the License Agreement provided to their customers.
Use of Stills from Video:
The Customer should not use “stills” derived from the Content, except in connection with the in-context marketing, promotion, and advertising of the Customer’s Production that incorporates the Content.
Merchandise:
· If an Individual License or a Digital License has been granted, the License does not include the right to use the Content in Merchandise.
What is included in “Merchandise”:
Items of physical products sold or distributed by or for the Customer, including toys, games, physical electronic products, and paper goods.
What is not included in “Merchandise”:
(i) books or periodicals, or (ii) music, video, or audiovisual Productions that are in physical media (e.g., in a CD, DVD), or (iii) packaging or informational or promotional collateral that accompanies such a Production containing the Content where the Content is not sold separately from the Production – all of which are deemed to be included in the term “Production” described in and covered by the license in Section 2 (Media License), rather than “Merchandise.”
Nevertheless, the Contributor retains the freedom to, at any time, opt to grant a License that permits the Customer to utilize the Content in an unlimited number of merchandise items if they so desire.
5. Guidelines for the License Terms and Restrictions:
a. Item Page: In addition to the terms and conditions proposed in this Guidelines document, the License Agreement should be contingent upon any specific terms delineated or linked within the Item Page corresponding to that specific Content. These terms may encompass restrictions on the quantity or nature of Productions or Merchandise in which the Content can be utilized.
b. Previews: The License Agreement should expressly exclude any preview of items showcased on or downloaded from the Website, or otherwise furnished to the Customer (“Previews“). Previews are exclusively governed by the Website Terms of Use in all aspects of display, download, and provision.
c. Limitation on Access and Distribution of Raw Content: Access to raw Content is strictly prohibited, except for the explicit purpose of creating, reproducing, or distributing Productions or Merchandise authorized by the License Agreement. Any unauthorized access or duplication of Content should be promptly reported through the Website. Unless permitted by the License Agreement provided by the Contributor, the Customer should be prohibited from (i) distributing, transmitting, or publicly displaying Content as a template, standalone file, or for others’ consumption, reproduction, or resale, and (ii) making superficial modifications to raw Content for sale or licensing to third parties.
d. No Reverse Engineering: Reverse engineering, decompiling, or disassembling any part of the source code within the Content should be forbidden.
e. No Use in Trademarks or Logos: Integrating any Content into a logo, trademark, or service mark should be prohibited.
f. Sensitive Use: Using any Content in a context that could be deemed unflattering or unduly controversial, including association with political entities or viewpoints, or portraying individuals in the Content in a negative light, is prohibited (“Sensitive Use“).
g. No Unlawful Use: Content may not be used in a pornographic, unlawful, or defamatory manner, including use in connection with adult content, escort services, dating services, or the promotion of tobacco products, or depicting individuals in the Content engaging in morally reprehensible or criminal activities.
h. Retention of Rights to the Content: The Customer does not acquire, and the Content contributor retain, all copyrights, trademarks, trade secrets, and other proprietary rights in the Content or Content Information not expressly granted by the License Agreement. The License should exclude the right to record a new performance of the composition reflected by the Content.
i. License Conditional on Compliance: The License is contingent upon the Customer and his representatives’ substantial compliance with the License Agreement, as well as the receipt of full payment for the applicable License and Content.
6. Content Featuring Depicted Intellectual Property and Placeholders:
a. Exclusion of Depicted Intellectual Property (IP): The License Agreement between the Customer and the Contributor must expressly disclaim, unless otherwise specified on the Item Page indicating a property release for specific locations, any assurances from the Contributor regarding buildings, houses, trademarks, trade dress, logos, copyrighted designs, art, architecture, or other works depicted in the Content (collectively referred to as “Depicted IP”).
b. Audio in Video Clips: For Content categorized as film, video footage, or any other audiovisual work, the warranties provided by the Contributor should not extend to incidental music, dialogue, or ambient audio included therein. As a result, the Customer assumes sole responsibility for obtaining any required clearances related to the audio elements.
7. Editorial Content
For Content explicitly designated as editorial or intended for editorial use only (collectively referred to as “Editorial Content”), in addition to the other constraints and limitations outlined in this guidelines document, the following provisions are applicable:
a. Intended for Editorial Use: Editorial Content is exclusively intended for utilization in connection with events or topics that are newsworthy or of general public interest.
b. No Commercial or Merchandising Use: Without explicit and specific written consent from the Contributor, obtained, for example, via email, Editorial Content may not be employed in any Merchandise, advertisement (excluding in-context advertising of a Production incorporating Editorial Content), endorsement, promotion, advertorial, or other commercial Production.
c. Clearances: Both Drone by Nature®️ and its contributors of Editorial Content disclaim any responsibility for obtaining clearances related to personally identifiable information of any individual or any privacy or publicity rights from individuals whose name, portrait, image, or performance appears in the Content.
Preservation of Editorial Integrity: Modification of this Content is restricted to cropping or resizing still photographs and editing video footage for length or combining it with other content. Such modifications must ensure that the editorial meaning of the Editorial Content remains unaltered or undistorted.
8. Representations, Warranties, and Disclaimers:
a. Contributor Warranties:
The Contributor possess the right and authority to enter into and grant the rights in the Content as specified in the License Agreement, subject to all applicable limitations, disclaimers, and exclusions herein.
In adherence to the provisions outlined in Sections 6 and 7 above, Content in its unaltered form, when downloaded and utilized in compliance with the License Agreement, relevant laws, and the responsibilities and obligations of the Customer, will not infringe upon any copyright, trademark, or other intellectual property rights, and it will not contravene the rights of privacy or publicity of any third parties.
b. Limited Warranty:
The Contributor affirms that there are no material defects in the Content hindering its download from the Website and its permitted use as outlined in the License Agreement. Should material defects be present, the Customer’s sole recourse is to either (i) the Customer should request a replacement copy within 30 days of download or (ii) receives a refund of the fee if we ascertain that defects persist.
c. Warranty Disclaimer:
Except as expressly provided in Section 8(a), the Website, the Drone by Nature®️ services, the Content, and the Content Information are provided “as is,” without any representation, warranty, or condition of any kind, whether express or implied. We expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, non-infringement, or title. The Drone by Nature®️ Parties do not guarantee that the Content or Content Information will meet the Customer’s requirements or that its use will be uninterrupted or error-free. Model or property releases are only provided where expressly indicated on the Item Page.
d. Content Information Disclaimer:
While reasonable efforts have been made by the Contributor to accurately categorize, keyword, caption, describe, and title the Content, Drone by Nature®️ does not warrant the accuracy of such information.
e. Representation about the Customer:
If the Customer is an individual, he represents and warrants that he is of sufficient legal age and have the legal capacity to create binding legal obligations as outlined in the License Agreement.
f. Representation About the Customer Information:
The Customer affirms that all information provided to Drone by Nature®️, as well as credit card or payment information, is accurate and true. The Customer agrees to update such information as necessary for it to remain accurate and complete.
g. Representation of Individual User:
If the Customer is the individual downloading the Content, the Customer represents that he is the Drone by Nature®️ User associated with the account. If entering into the License Agreement on behalf of an employer, Licensee, or any other entity, the Customer warrants that he has the full right and authority to execute, deliver, and perform the License Agreement on behalf of such entity. If lacking such authority, the Customer agrees to be personally liable for any breaches of the License Agreement or violation of intellectual rights.
9. Indemnification:
a. Drone by Nature®️ does not commit to defending, indemnifying, and holding the Customer harmless from any actual or threatened third-party lawsuit, claim, or legal proceeding (each, a “Claim”) alleging a breach or facts that would constitute a breach of the express Drone by Nature®️ representations and warranties in the License Agreement. This includes claims that the distribution or use of Content downloaded and used by the Customer pursuant to the License Agreement would result in the breach of any of such representations and warranties.
b. The Customer agrees to indemnify and hold Drone by Nature®️, Drone by Nature®️’s Affiliates and the applicable Content Contributor, harmless from any and all damages, liabilities, costs, and expenses arising out of or relating to any Use Related Claim. This indemnity should not be applied to the Contributor as well as the Drone by Nature®️ Parties if the Claim arises from a Drone by Nature®️ breach of a warranty set forth in Section 8(a) above or if the claim arises from a Content Contributor’s breach of a certification, representation, or warranty made to the Customer.
10. Limitations of Liability:
a. The Drone by Nature®️ Parties and the Content Contributor do not accept liability for any punitive, special, indirect, exemplary, consequential, or incidental damages, lost profits, or, in the case of Drone by Nature®️, Drone by Nature®️ or the other Drone by Nature®️ Parties, any other damages, costs, or losses, including those associated with the cost of cover. This stance applies to situations arising under the License Agreement or in connection with the license, the Customer, or any of the Customer representatives’ use or exploitation of content, the website, or the content information, any services provided by Drone by Nature®️, or the outcomes resulting from their use. This holds true even if we have been notified of the possibility of such damages, costs, or losses, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights, or otherwise.
b. These limits apply even if we or another Drone by Nature®️ Party has been advised of the possibility of such damages. The Customer acknowledges and agrees that (i) the fees for the use of the content reflect and are set in reliance upon the allocation of risk and the limitations of liability set forth in the License Agreement, and (ii) the limitations of liability are fundamental elements of the basis of the bargain between the Customer and the Contributor. Despite anything else in the License Agreement, none of the Content Contributor or the Drone by Nature®️ Parties shall be liable for any damages, costs, or losses arising as a result of particular modifications made to the Content by the Customer, any of the Customer’s representatives, or any third party after the Content is downloaded or the particular context in which the Content is used.
11. Term and Termination:
a. In the event of a substantial breach by the Customer: The License should automatically be ceased without prior notice if the Customer does not remedy a significant breach or any other substantial failure to adhere to the terms of the License Agreement within 14 calendar days of receiving written notice from the Contributor about the same. Upon termination, to the best extent feasible, the Customer is required to promptly: (i) discontinue the use of the Content; (ii) delete or eliminate the Content from the Customer’s locations, computer systems, and storage (whether electronic or physical); and (iii) if applicable, ensure that the Customer Representatives and licensees also take similar actions.
Survival: The terms and conditions outlined in Sections 1, 4 through 14 will persist beyond the termination or expiration of the License Agreement.
12. Payments & Taxes:
a. Sale of License: All License sales are considered final. The Contributor is not obligated to refund any fees paid for Content under any circumstances unless there is a material breach of the expressly stated representations and warranties for such Content. However, if, at his sole discretion, the Contributor decides to grant a refund upon the Customer’s request, the license provided in the License Agreement for the Content will be voided, as if it were never granted. Refunds could then be issued through means determined by the Contributor.
b. Taxes: The Customer is responsible for assessing and remitting any applicable sales taxes, use taxes, value-added taxes, property taxes, customs duties, and any related interest or penalties imposed by any jurisdiction due to the License or any Content use.
c. No Set-Offs, Withholdings, or Deductions: All amounts owed to the Contributor must be paid in the approved payment currency on the Website without any set-off, deduction, or withholding, including tax withholdings or charges for currency conversion. If, under the law (e.g., tax law), the Customer is required to withhold any amount from payments to the Contributor or if a financial institution or other intermediary deducts any amount for currency conversion or other services from the Customer’s payment to the Contributor, the price for the applicable License will be increased by an amount that ensures the net amount received by the Contributor equals the original License sale price.
13. Parties:
a. Customer: As defined in the License Agreement, the terms “Licensee”, “the Customer,” and “his” pertain to the individual identified as the “Licensee” during the download of Content from the Website or upon the initial download. Content may only be downloaded by a person who is the Licensee or possesses the authority to bind the designated Licensee to this Agreement.
b. Contributor: refers to the Website user who offers their Content for sale at Drone by Nature®️.
14. Miscellaneous Provisions
Consent to Electronic Communications: By entering into the License Agreement, the Customer agrees to receive communications electronically from the Contributor and/or Drone by Nature®️. The Customer acknowledges that all agreements, notices, disclosures, and other communications provided by the Contributor and/or Drone by Nature®️ electronically fulfill any legal requirement for written communication.
Consent to International Data Processing: The Customer consents to the sharing and processing of his personal information in various countries, including France, as necessary for the Drone by Nature®️ business operations. Note that some of these locations may offer varying levels of privacy protection compared to the Customer’s country.
Interpretation Guidelines: Throughout this Agreement:
· “Including,” “e.g.,” and “for example” mean “including but not limited to.”
· Expressions like “must not,” “should not,” “shall not,” and “may not” indicate prohibition, while “will,” “must,” “should,” and “shall” express commands.
· The singular includes the plural, and vice versa.
· References to one gender include the other or none.
· When applied to a company, “Affiliate(s)” encompasses companies owned or controlled by, under common ownership or control with, or owning or controlling the specified company.
· “Person” refers to an individual or legal entity.
· Headings are for reference and do not affect interpretation.
Relationship of the Parties: The parties in the License Agreement are independent contractors, and no provision in the License Agreement establishes a joint venture, partnership, franchise, or fiduciary relationship between them.
Invalidity Clause: If any provision or part thereof in the License Agreement is deemed invalid, illegal, or unenforceable, the remainder will remain in effect, interpreted to fulfill the original intent to the fullest extent permitted by law.
Governing Law and Jurisdiction: The laws of the country in which the Contributor resides apply to the License Agreement.
Cost Reimbursement: The Customer agrees to promptly reimburse the Contributor for any costs incurred in collecting License fees, including reasonable attorneys’ fees.
Binding Effect: All covenants, terms, provisions, and agreements in the License Agreement are binding on the parties and their respective heirs, legal representatives, successors, and permitted assigns.
Third-Party Beneficiaries: Drone by Nature®️ Parties, Content Contributor, and indemnified Persons under Section 9 are intended third-party beneficiaries of the License Agreement.
Notice: Any required or permitted notices must be in writing and may be delivered by hand, courier service, email, or registered/certified mail.
Non-Waiver: The Contributor failure to act on a breach does not waive his right to enforce rights and remedies in future breaches.
Non-Transferability: The License Agreement is non-transferable without the Contributor’s written consent. Transfer restrictions don’t apply to Productions or Merchandise incorporating Content under the License.
