Subscription Agreement

1. Introduction

1.1 These terms and conditions shall govern your use of our paid website services.

1.2 By using our paid website services, you accept these terms and conditions in full; accordingly, if you disagree with these terms and conditions or any part of these terms and conditions, you must not use our paid website services.

1.3 If you register with our website for our paid website services, we will ask you to expressly agree to these terms and conditions.

1.4 You must be at least 18 years of age to use our paid website services; by using our paid website services or agreeing to these terms and conditions, you warrant and represent to us that you are at least 18 years of age.

1.5 Our website uses cookies; by using our website or agreeing to these terms and conditions, you consent to our use of cookies in accordance with the terms of our privacy and cookies policy.

2. Copyright notice

2.1 Copyright (c) 2017 Drone Industries Limited.

2.2 Subject to the express provisions of these terms and conditions:

(a) we, together with our licensors, own and control all the copyright and other intellectual property rights in our website and the material on our website; and

(b) all the copyright and other intellectual property rights in our website and the material on our website are reserved.

3. Licence to use website

3.1 You may:

(a) view pages from our website in a web browser;

(b) download pages from our website for caching in a web browser;

(c) print pages from our website;

(d) upload, download and edit your content as further described in section 11.1; and

(e) use the features specified on our website in relation to your subscription type of paid website service by means of a web browser,

subject to the other provisions of these terms and conditions.

3.2 Except as expressly permitted by Section 3.1 or the other provisions of these terms and conditions, you must not download any material from our website or save any such material to your computer.

3.3 You may only use our website for your own personal and business purposes, and you must not use our website for any other purposes.

3.4 Except as expressly permitted by these terms and conditions, you must not edit or otherwise modify any material on our website.

3.5 Unless you own or control the relevant rights in the material, you must not:

(a) republish material from our website (including republication on another website);

(b) sell, rent or sub-license material from our website;

(c) show any material from our website in public;

(d) exploit material from our website for a commercial purpose; or

(e) redistribute material from our website.

3.6 Notwithstanding Section 3.5, you may redistribute our newsletter in print and electronic form to any person.

3.7 We reserve the right to restrict access to areas of our website, or indeed our whole website, at our discretion; you must not circumvent or bypass, or attempt to circumvent or bypass, any access restriction measures on our website.

4. Acceptable use

4.1 You must not:

(a) use our website in any way or take any action that causes, or may cause, damage to the website or impairment of the performance, availability or accessibility of the website;

(b) use our website in any way that is unlawful, illegal, fraudulent or harmful, or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;

(c) use our website to copy, store, host, transmit, send, use, publish or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit or other malicious computer software;

(d) conduct any systematic or automated data collection activities (including without limitation scraping, data mining, data extraction and data harvesting) on or in relation to our website without our express written consent;

(e) access or otherwise interact with our website using any robot, spider or other automated means, except for the purpose of search engine indexing;

(f) violate the directives set out in the robots.txt file for our website; or

(g) use data collected from our website for any direct marketing activity (including without limitation email marketing, SMS marketing, telemarketing and direct mailing); or

(h) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of the website.

4.2 You must not use data collected from our website to contact individuals, companies or other persons or entities.

4.3 You must ensure that all the information you supply to us through our website, or in relation to our website, is true, accurate, current, complete and non-misleading.

5. Use on behalf of organisation

5.1 If you use our website or expressly agree to these terms and conditions in the course of a business or other organisational project, then by so doing you bind both:

(a) yourself; and

(b) the person, company or other legal entity that operates that business or organisational project,

to these terms and conditions, and in these circumstances references to "you" in these terms and conditions are to both the individual user and the relevant person, company or legal entity, unless the context requires otherwise.

6. Registration and accounts

6.1 To be eligible for an account on our paid website services under this Section 6, you must be registering for business use in connection with your trade business or profession and you warrant and represent to us that you are not a consumer as defined under the Consumer Rights Act 2015 or any other equivalent consumer legislation.

6.2 You may register for an account with our website by completing and submitting the account registration form on our website.

6.3 You must not allow any other person to use your account to access the website.

6.4 You must notify us in writing immediately if you become aware of any unauthorised use of your account.

6.5 You must not use any other person's account to access the website.

7. User login details

7.1 If you register for an account with our website, you will be asked to choose a user ID and password.

7.2 Your user ID must not be liable to mislead and must comply with the content rules set out in Section 12; you must not use your account or user ID for or in connection with the impersonation of any person.

7.3 You must keep your password confidential.

7.4 You must notify us in writing immediately if you become aware of any disclosure of your password.

7.5 You are responsible for any activity on our website arising out of any failure to keep your password confidential, and may be held liable for any losses arising out of such a failure.

8. Cancellation and suspension of account

8.1 We may:

(a) suspend your account;

(b) cancel your account; and/or

(c) edit your account details,

at any time in our sole discretion without notice or explanation, providing that if we cancel any services you have paid for and you have not breached these terms and conditions, we will refund to you a pro rata amount of your payment, such amount to be calculated by us using any reasonable methodology.

8.2 You may cancel your account on our website using your account control panel on the website. You will not be entitled to any refund if you cancel your account in accordance with this Section 8.2.

9. Subscriptions

9.1 To become a subscriber to our paid website services, you must pay the applicable subscription fees after you have registered for an account with our website. We will send you an acknowledgement of your order. The contract between us for the supply of the paid website services shall come into force upon the issue of the order acknowledgement.

9.2 For so long as your account and subscription remain active in accordance with these terms and conditions, you will benefit from the features specified on our website in relation to your subscription type.

9.3 We may from time to time vary the benefits associated with a subscription by giving you written notice of the variation, providing that, if in our reasonable opinion such a variation results in a substantial loss of value or functionality, you shall have the right to cancel your subscription, and we will refund to you any amounts paid to us in respect of any period of subscription after the date of such cancellation.

9.4 At the end of any period of subscription for which you have paid, and subject to the other provisions of these terms and conditions, your subscription will be automatically renewed and you must pay to us the applicable subscription fees, unless you cancel the subscription using the cancellation facility on our website before the date of renewal.

9.5 On cancellation of your account for any reason:

(a) all licences granted under these terms and conditions shall immediately terminate and the you shall immediately cease all use of the paid website services;

(b) we may destroy or otherwise dispose of any of your content or customer data in our possession unless we receive, no later than ten days after the effective date of the termination of your account, a written request for the delivery to you of the then most recent back-up of customer data and/or content. We shall use reasonable commercial endeavours to deliver the back-up to you within a reasonable of receipt of such a written request, provided that you have, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination) and you pay all reasonable expenses incurred by is in returning or disposing the customer data or content; and

(d) any rights, remedies, obligations or liabilities that we have accrued up to the date of termination, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination shall not be affected or prejudiced.

10. Fees

10.1 The fees in respect of our paid website services will be as set out on the website from time to time.

10.2 All amounts stated in these terms and conditions or on our website are stated exclusive of VAT.

10.3 You must pay to us the fees in respect of our paid website services in advance, in cleared funds, in accordance with any instructions on our website.

10.4 We may vary fees from time to time by posting new fees on our website, but this will not affect fees for services that have been previously paid.

10.5 If you dispute any payment made to us, you must contact us immediately and provide full details of your claim.

10.6 If you make an unjustified credit card, debit card or other charge-back then you will be liable to pay us, within 7 days following the date of our written request:

(a) an amount equal to the amount of the charge-back;

(b) all third party expenses incurred by us in relation to the charge-back (including charges made by our or your bank or payment processor or card issuer);

(c) an administration fee of GBP 25.00 including VAT; and

(d) all our reasonable costs, losses and expenses incurred in recovering the amounts referred to in this Section 10.6 (including without limitation legal fees and debt collection fees),

and for the avoidance of doubt, if you fail to recognise or fail to remember the source of an entry on your card statement or other financial statement, and make a charge-back as a result, this will constitute an unjustified charge-back for the purposes of this Section 10.6.

10.7 If you owe us any amount under or relating to these terms and conditions, we may suspend or withdraw the provision of services to you.

10.8 We may at any time set off any amount that you owe to us against any amount that we owe to you, by sending you written notice of the set-off.

11. Your content: licence

11.1 In these terms and conditions, "your content" means all works and materials (including without limitation text, graphics, images, audio material, video material, audio-visual material, scripts, software and files) that you submit to us or our website for storage or publication on, processing by, or transmission via, our website.

11.2 You grant to us a worldwide, irrevocable, non-exclusive, royalty-free licence:

(a) in respect of any of your content which you store as a ‘public dataset’ using the functionality of our website, to use, reproduce, store, adapt, publish, translate and distribute any existing or future media; and

(b) in respect of any of your content which you store as a ‘private dataset’ using the functionality of our website, to reproduce, store and, with your specific consent, publish your content on and in relation to this website

11.3 You grant to us the right to sub-license the rights licensed under Section 11.2 (with your specific consent only in respect of the rights granted under Section 11.2(b)).

11.4 You grant to us the right to bring an action for infringement of the rights licensed under Section 11.2.

11.5 You hereby waive all your moral rights in your content to the maximum extent permitted by applicable law; and you warrant and represent that all other moral rights in your content have been waived to the maximum extent permitted by applicable law.

11.6 You may edit your content to the extent permitted using the editing functionality made available on our website.

11.7 Without prejudice to our other rights under these terms and conditions, if you breach any provision of these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may delete, unpublish or edit any or all of your content.

12. Your content: rules

12.1 In these terms and conditions “customer data” means the data (including personal data) inputted by you (or by us on your behalf) for the purpose of using the website services (whether paid or unpaid website services) or facilitating your use of the website services (whether paid or unpaid website services). The terms “data controller”, “data processor”, “data subject”, “personal data” and “processing” shall have the meanings ascribed to them in the Data Protection Act 1998.

12.2 You warrant and represent that your content will comply with these terms and conditions.

12.3 Your content must not be illegal or unlawful, must not infringe any person's legal rights, and must not be capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

12.4 Your content, and the use of your content by us in accordance with these terms and conditions, must not:

(a) be libellous or maliciously false;

(b) be obscene or indecent;

(c) infringe any copyright, moral right, database right, trade mark right, design right, right in passing off, or other intellectual property right;

(d) infringe any right of confidence, right of privacy or right under data protection legislation;

(e) constitute negligent advice or contain any negligent statement;

(f) constitute an incitement to commit a crime, instructions for the commission of a crime or the promotion of criminal activity;

(g) be in contempt of any court, or in breach of any court order;

(h) be in breach of racial or religious hatred or discrimination legislation;

(i) be blasphemous;

(j) be in breach of official secrets legislation;

(k) be in breach of any contractual obligation owed to any person;

(l) depict violence in an explicit, graphic or gratuitous manner;

(m) be untrue, false, inaccurate or misleading;

(n) consist of or contain any instructions, advice or other information which may be acted upon and could, if acted upon, cause illness, injury or death, or any other loss or damage;

(o) constitute spam;

(p) be offensive, deceptive, fraudulent, threatening, abusive, harassing, anti-social, menacing, hateful, discriminatory or inflammatory;

(q) cause annoyance, inconvenience or needless anxiety to any person;

(r) be otherwise illegal or unlawful, must not infringe any person's legal rights; or

(s) be otherwise capable of giving rise to legal action against any person (in each case in any jurisdiction and under any applicable law).

12.5 Subject to the specific rights you grant us under section 11.2, you shall own all right, title and interest in and to all of your customer data and you shall have sole responsibility for the legality, reliability, integrity, accuracy and quality of the customer data.

12.6 In the event of any loss or damage to customer data, subject to Section 15.1, your sole and exclusive remedy shall be for us to use reasonable commercial endeavours to restore the lost or damaged customer data from the latest back-up of such customer data maintained by us in accordance with our archiving procedures described. We shall not be responsible for any loss, destruction, alteration or disclosure of customer data caused by any third party (except those third parties sub-contracted by us to perform services related to customer data maintenance and back-up).

12.7 If we process any personal data on your behalf when performing our obligations, we both agree that you shall be the data controller and we shall be a data processor and in any such case:

(a) you acknowledge and agrees that the personal data may be transferred or stored outside the EEA or the country where you are located in order to perform the website services and our other obligations under this agreement;

(b) you shall ensure that you are entitled to transfer the relevant personal data to us so that we may lawfully use, process and transfer the personal data in accordance with this agreement on your behalf;

(c) you shall ensure that the relevant third parties have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation; and

(d) each of us shall take appropriate technical and organisational measures against unauthorised or unlawful processing of the personal data or its accidental loss, destruction or damage.

12.8 You acknowledge that we are reliant on you as data controller for direction as to the extent to which we are entitled to use and process the personal data. Consequently, we will not be liable for any unauthorised or non-compliant loss, access or other processing of personal data or any claim brought by a data subject arising from any action or omission by us, to the extent that such action or omission resulted directly from your instructions or your failure to provide instructions. You shall indemnify and hold us harmless against all losses that we suffer of incur as a result of a claim by a data subject against us as a result of your instructions or failure to provide instructions.

13. Report abuse

13.1 If you learn of any unlawful material or activity on our website, or any material or activity that breaches these terms and conditions, please let us know.

13.2 You can let us know about any such material or activity by email or using our abuse reporting form.

14. Limited warranties

14.1 We do not warrant or represent:

(a) the completeness or accuracy of the information published on our website;

(b) that the material on the website is up to date;

(c) that your use of the website services will be uninterrupted or error-free; or that the website services and/or the information obtained by you through the website or the website services will meet your requirements; or

(c) that the website or any service on the website will remain available.

14.2 We reserve the right to discontinue or alter any or all of our website services, and to stop publishing our website, at any time in our sole discretion without notice or explanation; and save to the extent expressly provided otherwise in these terms and conditions, you will not be entitled to any compensation or other payment upon the discontinuance or alteration of any website services, or if we stop publishing the website.

14.3 To the maximum extent permitted by applicable law and subject to Section 15.1, we exclude all representations and warranties relating to the subject matter of these terms and conditions, our website and the use of our website.

15. Limitations and exclusions of liability

15.1 Nothing in these terms and conditions will:

(a) limit or exclude any liability for death or personal injury resulting from negligence;

(b) limit or exclude any liability for fraud or fraudulent misrepresentation;

(c) limit any liabilities in any way that is not permitted under applicable law; or

(d) exclude any liabilities that may not be excluded under applicable law.

15.2 The limitations and exclusions of liability set out in this Section 15 and elsewhere in these terms and conditions:

(a) are subject to Section 15.1; and

(b) govern all liabilities arising under these terms and conditions or relating to the subject matter of these terms and conditions, including liabilities arising in contract, in tort (including negligence) and for breach of statutory duty, except to the extent expressly provided otherwise in these terms and conditions.

15.3 To the extent that our website and the information and services on our website are provided free of charge, we will not be liable for any loss or damage of any nature.

15.4 We will not be liable to you in respect of any losses arising out of any event or events beyond our reasonable control.

15.5 We will not be liable to you in respect of any business losses, including (without limitation) loss of or damage to profits, income, revenue, use, production, anticipated savings, business, contracts, commercial opportunities or goodwill.

15.6 We will not be liable to you in respect of any loss or corruption of any data, database or software.

15.7 We will not be liable to you in respect of any special, indirect or consequential loss or damage.

15.8 You accept that we have an interest in limiting the personal liability of our officers and employees and, having regard to that interest, you acknowledge that we are a limited liability entity; you agree that you will not bring any claim personally against our officers or employees in respect of any losses you suffer in connection with the website or these terms and conditions (this will not, of course, limit or exclude the liability of the limited liability entity itself for the acts and omissions of our officers and employees).

15.9 Our aggregate liability to you in respect of any contract to provide services to you under these terms and conditions shall not exceed the greater of:

(a) GBP 1,000.00; and

(b) the total amount actually paid to us for paid website services under these terms and conditions.

16. Indemnity

You hereby indemnify us, and undertake to keep us indemnified, against any and all losses, damages, costs, liabilities and expenses (including without limitation legal expenses and any amounts paid by us to a third party in settlement of a claim or dispute) incurred or suffered by us and arising directly or indirectly out of your use of our website or any breach by you of any provision of these terms and conditions.

17 Breaches of these terms and conditions

17.1 Without prejudice to our other rights under these terms and conditions, if you breach these terms and conditions in any way, or if we reasonably suspect that you have breached these terms and conditions in any way, we may:

(a) send you one or more formal warnings;

(b) temporarily suspend your access to our website;

(c) permanently prohibit you from accessing our website;

(d) block computers using your IP address from accessing our website;

(e) contact any or all of your internet service providers and request that they block your access to our website;

(f) commence legal action against you, whether for breach of contract or otherwise; and/or

(g) suspend or delete your account on our website.

17.2 Where we suspend or prohibit or block your access to our website or a part of our website, you must not take any action to circumvent such suspension or prohibition or blocking (including without limitation creating and/or using a different account).

18. Third party websites

18.1 Our website includes hyperlinks to other websites owned and operated by third parties; such hyperlinks are not recommendations.

18.2 We have no control over third party websites and their contents, and subject to Section 15.1 we accept no responsibility for them or for any loss or damage that may arise from your use of them.

19. Trade marks

19.1 ‘DroneLab’, our logos and our other registered and unregistered trade marks are trade marks belonging to us; we give no permission for the use of these trade marks, and such use may constitute an infringement of our rights.

19.2 The third party registered and unregistered trade marks or service marks on our website are the property of their respective owners and, unless stated otherwise in these terms and conditions, we do not endorse and are not affiliated with any of the holders of any such rights and as such we cannot grant any licence to exercise such rights.

20. Variation

20.1 We may revise these terms and conditions from time to time.

20.2 We will give you written notice of any revision of these terms and conditions, and the revised terms and conditions will apply to the use of our website from the date that we give you such notice; if you do not agree to the revised terms and conditions, you must stop using our website.

20.3 If you have given your express agreement to these terms and conditions, we will ask for your express agreement to any revision of these terms and conditions; and if you do not give your express agreement to the revised terms and conditions within such period as we may specify, we will disable or delete your account on the website, and you must stop using the website.

21. Assignment

21.1 You hereby agree that we may assign, transfer, sub-contract or otherwise deal with our rights and/or obligations under these terms and conditions.

21.2 You may not without our prior written consent assign, transfer, sub-contract or otherwise deal with any of your rights and/or obligations under these terms and conditions.

22. Severability

22.1 If a provision of these terms and conditions is determined by any court or other competent authority to be unlawful and/or unenforceable, the other provisions will continue in effect.

22.2 If any unlawful and/or unenforceable provision of these terms and conditions would be lawful or enforceable if part of it were deleted, that part will be deemed to be deleted, and the rest of the provision will continue in effect.

23. Third party rights

23.1 A contract under these terms and conditions is for our benefit and your benefit, and is not intended to benefit or be enforceable by any third party.

23.2 The exercise of the parties' rights under a contract under these terms and conditions is not subject to the consent of any third party.

24. Entire agreement

24.1 Subject to Section 15.1, these terms and conditions, together with our privacy and cookies policy, shall constitute the entire agreement between you and us in relation to your use of our website and shall supersede all previous agreements between you and us in relation to your use of our website.

25. Law and jurisdiction

25.1 These terms and conditions shall be governed by and construed in accordance with English law.

25.2 Any disputes relating to these terms and conditions shall be subject to the exclusive jurisdiction of the courts of England.

26. Statutory and regulatory disclosures

26.1 We will not file a copy of these terms and conditions specifically in relation to each user or customer and, if we update these terms and conditions, the version to which you originally agreed will no longer be available on our website. We recommend that you consider saving a copy of these terms and conditions for future reference.

26.2 These terms and conditions are available in the English language only.

26.3 Our VAT number is 197995321.

27. Our details

27.1 This website is owned and operated by Drone Industries Limited.

27.2 We are registered in England and Wales under registration number 09287815, and our registered office and trading address is at Campus North 5 Carliol Square, Sunco House, Newcastle Upon Tyne, Tyne And Wear, NE1 6UF.

27.3 You can contact us:

(a) by post, using the postal address given above;

(b) by telephone, on the contact number published on our website from time to time; or

(c) by email, using the email address published on our website from time to time.

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