1. INTRODUCTION AND ACCEPTANCE

1.1. Agreement: Welcome to Drone People! These Terms and Conditions ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Drone People LLC ("Drone People," "we," "us," or "our"), a limited liability company incorporated in Delaware. These Terms govern your access to and use of the Drone People website, mobile applications, and any other services, features, or tools offered by Drone People (collectively, the "Platform").

1.2. Acceptance: By accessing, Browse, registering for an account, or otherwise using the Platform, you acknowledge that you have read, understood, and agree to be bound by these Terms, our Privacy Policy, and any other policies or guidelines referenced herein

1.3. Business Use Only: Our services are intended for business use only and not for consumer, personal, family, or household purposes. By using the Platform, you represent and warrant that you are using it for business purposes only.

1.4. Important Legal Information: These Terms contain important information regarding your legal rights, remedies, and obligations, including provisions for dispute resolution and payment terms. You should read these Terms carefully. If you do not agree to all of these Terms, you may not access or use the Platform.

2. USER ACCOUNTS AND ELIGIBILITY

2.1. Registration: Full access to our Platform requires account registration ("Account"). Your registration is subject to our approval.

2.2. Eligibility: By registering for an Account or using our Platform, you represent that: *a) You are doing business under your own name as a self-employed individual/sole proprietor or are an employee or agent of an independent business. *b) You are at least eighteen (18) years old (or the age of majority in your country if it is over 18) and capable of forming legally binding contracts. *c) You will comply with all applicable local, state, federal, and/or international laws, regulations, and/or conventions in using our Platform.

2.3. Account Profile: You agree to provide accurate and complete information on your Account profile ("Profile") and on all registration forms. You agree not to provide any false or misleading information about your identity, location, business, skills, or services provided. We reserve the right to suspend or terminate accounts providing false, inaccurate, or incomplete information.

2.4. Account Types: We offer "Client" accounts (for businesses seeking drone services) and "Provider" accounts (for certified drone service providers/pilots). You agree not to register for or maintain more than one Account without express written permission from us.

2.5. Account Permissions: You are solely responsible for all activity that occurs under your Account, including activities by any persons you authorize to act on your behalf.

2.6. Identity and Location Verification: You authorize Drone People, directly or through third parties, to make inquiries necessary to validate your identity, location, and confirm ownership of your business, email address, or financial accounts. You agree to provide requested information, including official government or legal documents, and cooperate with verification requests.

2.7. Usernames and Passwords: You are responsible for safeguarding and maintaining the confidentiality of your username and password and agree not to share them. You agree to notify us immediately if you suspect any unauthorized use of your Account or password.

3. PURPOSE AND ROLE OF DRONE PEOPLE

3.1. Marketplace Platform: The Drone People Platform is a digital marketplace where Clients and Providers can identify each other and offer, buy, and sell drone services ("Drone Services") online.

3.2. Limited Role: Drone People provide the Platform services, including hosting, maintenance, and facilitating connections and payments between Users.

3.3. No Service Provision or Employment: Drone People does not perform Drone Services itself, nor does it employ individuals to perform Drone Services. You acknowledge and agree that Drone People does not supervise, direct, control, or monitor Users in the performance of any contractual obligations under a Service Contract.

3.4. No Guarantees: Drone People is not responsible for the offering, performance, or procurement of Drone Services. Drone People does not guarantee any particular User's offered services, nor the quality, security, or legality of any Drone Services or work product. Drone People does not guarantee that a Client can or will make payments.

3.5. Independent Contractor Relationship: You acknowledge and agree that the relationship between a Client and any Provider is that of an independent contractor. Nothing in these Terms creates a partnership, joint venture, agency, or employment relationship between Drone People and any User.

4. SERVICE CONTRACTS BETWEEN USERS

4.1. Formation: When a Client accepts a Provider's quote and the Provider accepts it on the Platform, a contract for Drone Services ("Service Contract") is formed directly between the Client and the Provider. Drone People is not a party to any Service Contract.

4.2. User Responsibility: Clients and Providers are solely responsible for (a) evaluating and determining the suitability of any project, Client, or Provider; (b) assessing whether to enter into a Service Contract and verifying any information about another User; and (c) negotiating, agreeing to, and executing any terms or conditions of the Service Contract and for performing and monitoring performance under them.

4.3. Optional Service Contract Terms: Users may agree to these Optional Service Contract Terms in whole or in part, or to different terms, provided they do not conflict with or expand Drone People's rights or obligations under these Terms.

4.4. Modifications: Once accepted, the terms of a Service Contract cannot be modified by a User without obtaining the consent of the other party.

5. PAYMENT TERMS AND ESCROW SERVICES

5.1. Mandatory Platform Payments: For all work arising out of a relationship made through the Platform, you agree to use the Platform as your exclusive method to request, make, and receive all payments.

5.2. Payment Processing and Third-Party Escrow Services.

Drone People does not provide escrow, payment, or money transmission services. All payments made through the Platform are processed by one or more third-party payment service providers, such as Stripe, that may offer payment holding, disbursement, or escrow-like functionality (collectively, the "Payment Services").

By using the Platform, Users acknowledge and agree that:

• Drone People is not a bank, escrow agent, or licensed money transmitter.
• Drone People does not hold, control, or disburse User funds.
• Payment Services are provided solely by the third-party provider and are subject to that provider's own terms, conditions, and privacy policies.
• Drone People bears no responsibility or liability for the acts, omissions, delays, errors, or failures of any third-party payment provider.

Users are solely responsible for reviewing and complying with the applicable terms of the third-party payment provider before engaging in any transaction through the Platform.

5.3. Deposit of Funds: Clients agree to deposit funds into an escrow account ("Escrow Account") upon accepting a fixed-price milestone or the full amount of a contract, or on a biweekly basis for hourly contracts. Funds remain in the Escrow Account until released to the Provider or returned to the Client

5.4. Release Conditions: Funds will be released from the Escrow Account to the Provider Escrow Account or Client Escrow Account upon the occurrence of specific "Release Conditions". These conditions include but are not limited to:

• a) Client affirmatively accepting the milestone or work.
• b) Client taking no action for a specified period (e.g., 14 days for fixed-price work submissions, 4 days for hourly invoices, which constitutes deemed acceptance.
• c) Joint written instructions from Client and Provider for a release.
• d) Final order of a court or arbitrator.
• e) Provider canceling the contract before payment release.
• f) Client canceling with Provider approval or inaction (funds returned to Client.
• g) Our belief, in our sole discretion, that fraud, an illegal act, or a violation of our Terms has occurred, allowing us to take appropriate action, including returning funds to their source.

5.5. Irrevocable Instructions: Once a Release Condition occurs, Client's instruction to Drone People to release funds is irrevocable. Upon receipt of such instruction, funds will be transferred, and Drone People has no responsibility to recover such funds.

5.6. Non-Refundable Charges: Once Drone People has charged a Client's Payment Method, the charge is non-refundable, except as explicitly provided in the applicable Escrow Instructions or by law. Clients agree not to initiate chargebacks in breach of this obligation.

5.7. Non-Payment or Default: If a Client fails to pay amounts when due, Drone People may temporarily or permanently close the Client's Account, revoke access to services, and pursue other remedies, including charging any Payment Method on file. Drone People is not liable for a Client's non-payment of fees.

5.8. Payment Methods: Users must provide at least one valid Payment Method and authorize Drone People to charge it for fees and service payments.

5.9. No Interest: Funds held in your Escrow Account will not accrue interest.

6. FEES

6.1. Commission Fees: Drone People will charge a commission fee ("Commission Fee") as a percentage of each transaction for Drone Services successfully completed through the Platform. The Commission Fee amount and applicable structure (e.g., flat rate, tiered, service-based, Client-supplier split, volume-based, subscription-linked) will be clearly communicated on the Platform and may vary based on various factors. The Commission Fee is typically deducted from the Provider's payment.

6.2. Other Fees: Additional fees may apply, including:

• a) Subscription Plans: For Providers to access premium features.
• b) Advertising: For sponsored listings.
• c) Enterprise Solutions: Custom packages for large clients.
• d) Disbursement Fees: For remitting payments to preferred payment methods (for Providers).

6.3. Taxes: All fees are exclusive of taxes. Drone People may be required to collect or pay certain taxes (e.g., VAT, GST, sales taxes).

6.4. No Fee for Introductions: Drone People does not charge a fee for introducing Clients to Providers or for finding projects.

6.5. Changes to Fees: Drone People reserves the right to change fees, services, or institute new fees at any time upon reasonable notice posted on the Platform for existing Users. Your continued use of the Platform constitutes acceptance of these changes.

7. NON-CIRCUMVENTION

7.1. Exclusive Use of Platform: For a period of twenty-four (24) months from the date a Client and Provider first identify each other through the Platform ("Non-Circumvention Period"), you agree to use the Platform as your exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising from that relationship

7.2. Prohibited Actions: During the Non-Circumvention Period, you will not:

• a) Offer, solicit, or accept any offer or solicitation to contract, hire, invoice, pay, or receive payment in any manner other than through the Platform.
• b) Invoice or report on the Platform an amount lower than that actually agreed, made, or received.
• c) Refer a User identified on the Platform to a third party not a User of the Platform for payment purposes.

7.3. Communication through Site: Prior to entering into a Service Contract, you agree to use the communication services available on the Platform exclusively to communicate with other Users. You will not provide or ask for "Means of Direct Contact" (e.g., phone numbers, email addresses, physical addresses, social media links, or personal websites with contact information) outside of the Platform.

7.4. Reporting Violations: You agree to notify Drone People immediately if a person suggests making or receiving payments or communicating other than through the Platform in violation of this Section 7.

7.5. Consequences of Violation: A violation of this Section 7 is a material breach of these Terms and may result in permanent suspension of your Account and charging a "Conversion Fee". The Conversion Fee may be calculated as a percentage of estimated earnings over a specified period (e.g., 13.5% of estimated earnings over a twelve-month period, with a minimum of $1,000 USD).

8. INTELLECTUAL PROPERTY RIGHTS

8.1. Drone People Intellectual Property: The Platform and all rights therein, including but not limited to, all copyrights, trademarks, service marks ("Drone People" and its logos), patents, trade secrets, and other intellectual property rights are and shall remain the property of Drone People LLC or its licensors. No rights are conferred to you in or related to the Platform except for the limited license to use it as expressly granted herein.

8.2. User Content: You retain all ownership rights in the content you submit, upload, publish, or otherwise make available to Drone People through the Platform ("User Content"). However, by providing User Content, you grant Drone People a worldwide, perpetual, irrevocable, transferable, royalty-free license, with the right to sublicense, to use, reproduce, modify, distribute, publicly display, publicly perform, and otherwise utilize such User Content in any format and distribution channels now known or hereafter devised, in connection with the operation of the Platform or otherwise in connection with Drone People's business. This includes displaying your profile, ratings, and past work for marketing purposes.

8.3. Work Product Ownership: Upon a Provider's receipt of full payment from a Client for Drone Services, the work product ("Work Product") (except for any Background Technology, as defined below), including all intellectual property rights in the Work Product, will become the sole and exclusive property of the Client, and Client will be deemed the author thereof.

• Assignment: If a Provider has any intellectual property rights to the Work Product not owned by the Client upon payment, the Provider irrevocably assigns all right, title, and interest worldwide in such intellectual property rights to the Client.
• Moral Rights Waiver: Provider waives any moral rights or similar inalienable rights under applicable law in and to the Work Product.

8.4. Background Technology: "Background Technology" refers to inventions developed by the Provider outside the Service Contract that are incorporated into Work Product.

• Providers must disclose any Background Technology they propose to incorporate.
• Upon full payment, Provider grants the Client an exclusive, perpetual, fully-paid and royalty-free, irrevocable and worldwide right, with sublicense rights, to use and exploit the Background Technology incorporated in the Work Product.

8.5. Client Materials: Clients grant Providers a limited, non-exclusive, revocable right to use Client materials solely for performing Drone Services under the Service Contract. Clients retain all other rights in their materials. Providers must return or destroy all Client materials upon completion or termination of the Service Contract or request.

8.6. Third-Party Rights: Providers represent that they will not incorporate or use third-party materials (including other clients' or employers') in performing Drone Services that are not generally available for public use or have not been legally transferred to the Client.

8.7. Reporting Infringement: Drone People respects intellectual property rights. If you believe your copyright, trademark, or other intellectual property rights have been infringed by content on our Platform, please notify us following the procedures outlined in our Proprietary Rights Infringement Reporting Procedures. This will require specific information about the alleged infringement and your rights.

9. CONFIDENTIAL INFORMATION

9.1. Definition: "Confidential Information" includes all non-public material or information provided by one User to another, or created by a User for a Service Contract, regardless of form. It does not include information generally known to the public through no fault of the recipient, or information lawfully received without restriction from a third party.

9.2. Obligations: Recipients of Confidential Information agree to protect its secrecy with due care, not disclose it to anyone without consent, and use it only as necessary for performing Drone Services.

9.3. Return/Destruction: Upon request or termination of the Service Contract, the recipient will promptly destroy or return the disclosing party's Confidential Information.

9.4. No Publication: Users will not publish any other party's Confidential Information or Work Product, except as necessary for Service Contract performance.

10. DISPUTE RESOLUTION

10.1. Disputes Between Users: For disputes arising between Clients and Providers, you agree to abide by the dispute resolution process that is explained in the applicable Escrow Instructions. If this process does not resolve your dispute, you may pursue your dispute independently; however, Drone People is not obligated to provide further assistance. You agree to indemnify and hold Drone People harmless from any claims arising from such disputes.

10.2. Disputes Between You and Drone People:

• a) Informal Dispute Resolution: Before formal action, you and Drone People agree to first attempt to resolve any dispute informally for at least thirty (30) days upon written notice.
• b) Binding Arbitration (for US Users): If a dispute with Drone People is not resolved informally, and you are located in the United States, you and Drone People agree to resolve any and all claims, disputes, or controversies through binding arbitration on an individual basis before an arbitrator from the American Arbitration Association ("AAA") in Washington DC.
• c) Waiver of Jury Trial and Class Action: By agreeing to arbitration, you are expressly giving up any and all rights to a jury trial or court trial before a judge. You and Drone People agree to bring any dispute in arbitration on an individual basis only, and not as a class or collective action or as a member in any such proceeding ("Class Action Waiver")
• d) Right to Opt Out of Arbitration: You may opt out of the Arbitration Provision by notifying Drone People in writing within thirty (30) days of the date you first registered for the Platform. This notification must include your Account username, name, address, telephone number, email address, and a statement of your wish to opt out.
• e) Governing Law: These Terms, and any claim or dispute between you and Drone People, shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its principles of conflicts of law. For US-based users, the Federal Arbitration Act will govern the interpretation and enforcement of the arbitration section.

11. LIMITATION OF LIABILITY AND INDEMNIFICATION

11.1. Limitation of Liability: To the maximum extent permitted by applicable law, Drone People LLC, its affiliates, licensors, and third-party service providers shall not be liable for any indirect, incidental, special, exemplary, punitive, or consequential damages, including lost profits, lost data, personal injury, or property damage, related to or arising from your use of the Platform or Drone Services. In no event shall Drone People's total liability to you in connection with the services for all damages, losses, and causes of action exceed the total charges paid or received by you through Drone People during the six (6) months prior to the time the claim is presented, or a fixed amount (e.g., $2,500), whichever is lesser.

11.2. Indemnification: You agree to indemnify, defend, and hold harmless Drone People LLC, its affiliates, and their respective directors, officers, employees, representatives, and agents from any and all claims, demands, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Platform or Drone Services; (b) any Work Product or User Content you provide; (c) any Service Contract you enter into, including worker classification or employment-related claims; (d) your breach of these Terms or applicable laws, rules, or regulations (including tax or labor laws); your negligence, willful misconduct, or fraud; or (f) your violation of any third-party right, including intellectual property rights.

12. TERM AND TERMINATION

12.1. Termination: Either you or Drone People may terminate these Terms at any time, with or without cause, upon written notice. If you terminate while having open Service Contracts, you agree to remain bound by these Terms until all such contracts are closed and your access terminated.

12.2. Suspension/Revocation: Drone People may suspend or terminate your access, deny registration, or revoke services if you breach these Terms, provide false information, or engage in illicit or illegal activity. Suspected illegal, fraudulent, or abusive activity may be grounds for immediate termination and referral to law enforcement.

12.3. Account Data on Closure: Upon account closure, you may lose access to information or material on the Platform, and content in your Account may be deleted. Drone People disclaims liability for such loss.

12.4. Survival: Provisions that, by their nature, contemplate performance after termination (e.g., fees, non-circumvention, arbitration, intellectual property, indemnification, limitations of liability) will survive termination.

13. GENERAL PROVISIONS

13.1. Entire Agreement: These Terms, along with the Privacy Policy and any other referenced policies, constitute the entire agreement between you and Drone People regarding the Platform, superseding all prior agreements.

13.2. Modifications; Waiver: Drone People may modify these Terms at any time by posting a revised version on the Platform. We will provide reasonable advance notice of any amendment that includes a substantial change. Our failure to act with respect to a breach by you does not waive our right to act with respect to subsequent or similar breaches.

13.3. Assignability: You may not assign these Terms or any rights hereunder without our prior written consent. Drone People may assign these Terms without your consent.

13.4. Severability; Interpretation: If any provision is found invalid or unenforceable, it will be modified to achieve its objectives to the greatest extent possible, and the remaining provisions will remain in full force.

13.5. Force Majeure: Neither party will be responsible for delays or failures due to causes beyond their reasonable control (e.g., labor disturbances, accidents, fires, floods, pandemics, telecommunications or Internet failures, strikes, wars, riots, rebellions, terrorism, blockades, acts of government, governmental requirements and regulations or restrictions imposed by law)

13.6. Prevailing Language: The English language version of these Terms will be controlling in all respects and will prevail in case of any inconsistencies with translated versions.

13.7. Access Outside the United States: We make no representations that the Platform is appropriate or available for use outside the United States. Users accessing from other jurisdictions do so at their own risk and are responsible for compliance with all applicable laws. You warrant that you are not prohibited from receiving U.S. origin products or services.

13.8. Consent to Electronic Records: You consent to receive communications, notices, and agreements from Drone People electronically.

13.9. Relationship of the Parties

Nothing in these Terms creates any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and Drone People. You have no authority to make or accept any offers or representations on behalf of Drone People.

13.10. Third-Party Beneficiaries

These Terms do not confer any third-party beneficiary rights on any person or entity not a party to these Terms.

13.11. Headings

The section and paragraph headings in these Terms are for convenience only and shall not affect their interpretation.