Applicability: These terms and conditions for services (“Terms and Conditions”) constitute the entire agreement between Heartland Drone Company Inc. (“Heartland Drone Company”) and the individual or entity listed above (“Client”) pertaining to the subject matter hereof, and supersedes in their entirety any and all written or oral agreements, understandings, negotiations, representations and warranties, or communications previously existing between the parties with respect to such subject matter. By placing an order for an Inspection Report and receiving the Inspection Report, you agree to these Terms and Conditions.

Scope of Services: Client has engaged Heartland Drone Company to provide a visual and thermal documentation of the conditions of the building facade, roof, parking structure, or ground surfaces of the subject property (“Inspection Report”). The building was not inspected for conformance to local building codes. Heartland Drone Company is not offering professional engineering, professional architectural, and/or professional surveyor services. Proper interpretation of interior and exterior visual and thermal documentation needs to be performed by a licensed professional. The data gathered by Heartland Drone Company as part of this Inspection Report is intended for internal and external visual documentation purposes only and to alert Client to potential issues affecting the subject property. To address any issues identified in this Inspection Report, the Client will need to hire a licensed engineer, architect, and/or surveyor to address those conditions and verify visual and thermal data captured by Heartland Drone Company. Heartland Drone Company encourages Client to consult professional engineers, professional architects, professional surveyors and other third parties to confirm the opinions of Heartland Drone Company provided in this Inspection Report and to obtain a second opinion if necessary. In the event that a third party disputes the data, recommendations, or any other aspect of this Inspection Report, we retain the right to present our perspective, offer counterarguments, and, when warranted, amend the content of the Report with additional information as it becomes available.

Roof Markings: In the event Client requests that Heartland Drone Company mark-up areas of a rooftop then Heartland Drone Company may not be held liable for the accuracy of the marking locations or surface staining as a result of spray paint or chalk. Heartland Drone Company is not responsible for any subsequent destructive discovery or repair/replacement procedures that result from the mark-up areas. By agreeing to the foregoing, Client confirms they have received permission from the owner of the subject property and shall indemnify, defend and hold harmless Heartland Drone Company in connection with any mark-ups of the rooftop.

Limited License: Ownership of the Inspection Report and any other reports and materials provided in connection therewith (“Copyrighted Materials”) remains with Heartland Drone Company and a non-exclusive, non-transferable license to use the Copyrighted Materials is hereby granted to the Client subject to these Terms and Conditions. Client agrees to use the Copyrighted Materials for its internal use only, and shall not reproduce or redistribute the Copyrighted Materials to any third parties without the prior written consent of Heartland Drone Company. Notwithstanding the foregoing, Client may copy the Copyrighted Materials only as necessary for its internal use (e.g., distribution to its project team), provided that Client may not remove any copyright notices that appear throughout the Copyrighted Materials and may not modify the Copyrighted Materials in any way. Client may not otherwise reproduce, copy, modify, transfer or distribute the Copyrighted Materials in any form, for any purpose outside of Client’s internal use.

Client Acknowledgments and Obligations: Client acknowledges and agrees to (i) obtain and maintain all necessary licenses and/or consents and comply with all applicable laws in relation to the Inspection Report (e.g., landlord approval to conduct Inspection Report); (ii) cooperate with Heartland Drone Company in all matters relating to the Inspection Report and provide access to the subject property, and such other facilities as may be reasonably requested by Heartland Drone Company, for the purposes of producing the Inspection Report; and (iii) pay Heartland Drone Company pursuant to the payment terms provided in the initial proposal for services or the invoice included in connection with this Inspection Report. If Heartland Drone Company’s performance of its obligations is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, Heartland Drone Company shall not be deemed in breach of its obligations or otherwise liable for any costs, charges, or losses sustained or incurred by Client as a result of such prevention or delay.

No Warranty: All inspection documents, findings, and interpretations included in the Inspection Report are based on the subjective opinions of Heartland Drone Company and are provided for informational purposes only. This Inspection Report was compiled to the best of Heartland Drone Company’s knowledge at the time of its development. Heartland Drone Company makes no guarantee as to the accuracy or completeness of the information contained in the Copyrighted Materials. The Copyrighted Materials are provided to Client “as is” and Client agrees to use the Copyrighted Materials at its own risk. Heartland Drone Company reserves the right to revise or append the information in this Inspection Report should new or previously unknown conditions come to our knowledge. HEARTLAND DRONE COMPANY MAKES NO GUARANTEES, REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, CONTENT, QUALITY, ACCURACY, COMPLETENESS, EFFECTIVENESS, RELIABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, USEFULNESS, USE OR RESULTS TO BE OBTAINED FROM THE COPYRIGHTED MATERIALS. HEARTLAND DRONE COMPANY MAKES NO WARRANTY AGAINST STRUCTURAL DETERIORATION, FAILURE OR COLLAPSE OF THE SUBJECT PROPERTY RELATING TO ANY FINDINGS INCLUDED OR OMITTED FROM THE INSPECTION REPORT.

Disclaimer of Liability: HEARTLAND DRONE COMPANY AND ITS LICENSEES, ASSIGNEES, SUBSIDIARIES, AFFILIATED COMPANIES, AND THE RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES (“AFFILIATES”) SHALL NOT BE LIABLE TO CLIENT OR ANY THIRD PARTIES IN RESPECT TO ANY CLAIM, DEMAND OR ACTION, IRRESPECTIVE OF THE NATURE OF THE CAUSE OF THE CLAIM, DEMAND OR ACTION, ALLEGING ANY LOSS, INJURY OR DAMAGES, DIRECT OR INDIRECT, WHICH MAY RESULT FROM THE USE OR POSSESSION OF THE COPYRIGHTED MATERIALS, OR FOR ANY LOSS OF PROFIT, REVENUE, CONTRACTS OR SAVINGS, OR ANY OTHER DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE COPYRIGHTED MATERIALS, ANY DEFECT OR ERROR IN THE COPYRIGHTED MATERIALS, OR ANY BREACH OF THESE TERMS AND CONDITIONS, WHETHER IN AN ACTION IN CONTRACT OR TORT, OR OTHERWISE. IN THE EVENT OF ANY ERRORS IN THIS INSPECTION REPORT, CLIENT’S SOLE REMEDY WILL BE A REFUND OF THE FEES PAID BY CLIENT TO HEARTLAND DRONE COMPANY TO OBTAIN THE INSPECTION REPORT.

Indemnity: Client agrees to indemnify, defend and hold harmless Heartland Drone Company and its Affiliates from and against any liability, loss, injury, demand, action, cost, expense, or claim of any kind or character, arising out of or in connection with any use of the Copyrighted Materials.

Governing Law: All matters arising out of or relating to these Terms and Conditions shall be governed by the laws of the State of Kansas. Client agrees to submit to the jurisdiction of the State of Kansas for any and all disputes, claims and actions arising from or in connection with the Copyrighted Materials provided to you hereunder, or arising from or in connection with these Terms and Conditions.

Termination: Client’s limited license to use the Copyrighted Materials will terminate automatically without notice from Heartland Drone Company if Client fails to comply with any provision of these Terms and Conditions. Upon termination of the limited license, Client shall destroy all electronic copies and destroy or return any written copies of the Copyrighted Materials, including all copies and modified copies made thereof, if any.

Binding Effect: These Terms and Conditions shall be binding on Client and its agents, parents, subsidiaries, related companies, affiliates, successors, assigns, and each of their respective officers, directors, employees, shareholders, agents and representatives, and all others acting by, through, or with their direction or in privity with each of them.

Waiver: No waiver by Heartland Drone Company of any of the provisions of these Terms and Conditions is effective unless explicitly set forth in writing and signed by an authorized agent of Heartland Drone Company. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.

Relationship of the Parties: The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

No Third-Party Beneficiaries: These Terms and Conditions are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.

 

Severability: If any term or provision of these Terms and Conditions are invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction.

Amendment and Modification: These Terms and Conditions may only be amended or modified in a writing signed by an authorized representative of each party.