Drone Footage Content License Agreement

This Drone Footage Content License Agreement ("Agreement") is entered into between IthacaDrone LLC, a New York limited liability company with its principal place of business in Ithaca, New York ("Licensor," "Company," "we," or "us"), and the business identified when subscribing to a Membership Tier ("Licensee," "Member," or "you"), effective as of the date the Licensee first subscribes to a Membership Tier (the "Effective Date").

Licensor operates a hyper-local drone videography service providing licensed aerial footage of locations within Tompkins County, New York (the "Territory") to local businesses on a recurring subscription basis. Licensee wishes to subscribe to receive licensed drone footage under the terms below.

1. Definitions

• "Content" or "Clips" means any drone video footage captured by Licensor, whether available through the Footage Library or delivered in response to a Location Request, under this Agreement.
• "Footage Library" means the complete, ongoing collection of drone video Content captured by Licensor across the Territory, to which Licensee is granted access under Section 3, and which Licensor updates with newly captured Content at least monthly.
• "Territory" means Tompkins County, New York, including but not limited to Ithaca Falls, Buttermilk Falls, Taughannock Falls, Cascadilla Gorge, the Ithaca Commons, the Cayuga Lake waterfront, and the Cornell University campus area.
• "Location Request" means a request by Licensee for Licensor to capture new footage of a specific public location within the Territory (such as a park, trail, waterfall, or public streetscape) for an upcoming post or campaign. A Location Request is a request for general footage of a public place, not a request for dedicated videography of Licensee's own business premises, signage, or private property.
• "Membership Tier" or "Tier" means the specific subscription plan (Local Starter, Community, or Business Pro) selected by Licensee at subscription, as described in Section 2.
• "Billing Cycle" means the recurring monthly period for which Licensee is charged the Membership Tier fee.

2. Membership Tiers and Fees

Licensee's rights and monthly benefits under this Agreement are determined by the Membership Tier selected at subscription, at the monthly rate shown at checkout. If that rate reflects a limited-time launch discount, it remains in effect for as long as the membership stays continuously active. The Tiers are:

All Membership Tiers include ongoing access to the full Footage Library. Personalized Location Requests are available only under the Business Pro Tier and are fulfilled in the order received, subject to Section 6 (general public-location footage only, weather, FAA airspace restrictions, property access, and scheduling capacity).

3. Grant of License

3.1 Subject to Licensee's good-standing membership and full compliance with this Agreement, Licensor grants Licensee (a) ongoing access to the Footage Library, and (b) a limited, non-exclusive, non-transferable, revocable license to use any Content in the Footage Library and any Content resulting from Licensee's Location Requests, solely for Licensee's own business marketing and promotional purposes, and solely within the usage rights specified for Licensee's Tier in Section 2.

3.2 The Footage Library is updated on an ongoing basis, with new Content added at least monthly. Licensee's license automatically extends to newly added Content for as long as Licensee's membership remains active and in good standing; Licensee has no right to Content added to the Library after Licensee's membership ends.

3.3 This license extends only to the specific business entity identified at subscription and its own owned and operated marketing channels (e.g., its own website and its own social media accounts, and, where the Tier includes it, its own print materials and paid advertising). It does not extend to any parent company, subsidiary, affiliate, franchisee, client, vendor, or any other business or individual, unless that entity is separately and expressly licensed in writing by Licensor.

3.4 No rights are granted by implication. Any use of Content beyond the scope expressly granted in this Section requires Licensor's prior written consent and may be subject to an additional licensing fee.

4. Prohibited Uses — No Sharing or Copying

4.1 Licensee shall NOT share, copy, reproduce, distribute, sell, resell, sublicense, transfer, or otherwise make available any Content, in whole or in part, to any other company, organization, agency, individual, or third party, whether or not for compensation.

4.2 Licensee shall not upload, submit, or post any Content to stock footage libraries, footage marketplaces, file-sharing platforms, or any other service or platform that would allow a third party to access, license, download, or redistribute the Content.

4.3 Licensee shall not remove, crop out, alter, or obscure any copyright notice, watermark, or attribution that Licensor includes in the Content.

4.4 Licensee shall not claim authorship or ownership of the Content, and shall not represent or imply that the Content was created by any person or entity other than Licensor.

4.5 Licensee shall not use the Content in any unlawful, defamatory, obscene, or misleading manner, or in any manner that disparages Licensor or is likely to cause confusion as to the source of the footage.

4.6 Any violation of this Section 4 constitutes a material breach of this Agreement. Upon such a breach, Licensor may immediately suspend or terminate this Agreement without refund of any fees paid, and may pursue all remedies available at law or in equity, including injunctive relief and recovery of licensing fees for any unauthorized use or distribution of the Content.

5. Ownership and Reservation of Rights

5.1 Licensor retains all right, title, and interest in and to the Content, including all copyright and other intellectual property rights, whether or not the Content has been delivered to Licensee.

5.2 No sale or transfer of ownership occurs under this Agreement. Licensee receives only the limited license rights expressly granted in Section 3, for so long as this Agreement remains in effect.

5.3 The Footage Library, including Content originally captured in response to any Licensee's Location Request, is a shared, non-exclusive resource. Licensor may make the same or similar footage (including footage captured during the same flight, filming session, or Location Request) available to other Members through the Footage Library, or use it for Licensor's own promotional purposes, unless the parties separately agree in writing to location or footage exclusivity in exchange for an additional fee.

6. Location Requests

6.1 Personalized Location Requests are available only under the Business Pro Tier, which includes one Location Request per month, as specified in Section 2. The Local Starter and Community Tiers do not include Location Requests but retain full access to the Footage Library described in Section 3.

6.2 Location Requests must be submitted at least seven (7) calendar days before the desired filming date, by email or through Licensor's designated request form, and must specify the desired public location within the Territory (for example, "Ithaca Falls" or "downtown Ithaca Commons").

6.3 Location Requests are for general footage of public places and landmarks within the Territory. Location Requests may not be used to obtain footage focused primarily on Licensee's own business premises, storefront, signage, or private property. Dedicated business or real-estate videography of Licensee's own premises is outside the scope of this Agreement and may be arranged separately with Licensor for an additional fee.

6.4 All Location Requests are subject to weather conditions, FAA airspace restrictions and Temporary Flight Restrictions (TFRs), private property access and permission, and Licensor's sole discretion regarding flight safety and operational feasibility. Licensor will make commercially reasonable efforts to fulfill each request but does not guarantee footage of any specific location on any specific date.

6.5 If a Location Request cannot be fulfilled within a given Billing Cycle due to conditions outside Licensor's reasonable control, the request carries over to the following Billing Cycle at no additional charge.

6.6 Location Requests are limited to locations within Tompkins County, New York. Requests for locations outside the Territory may be accommodated at Licensor's sole discretion and may require an additional travel fee.

6.7 Content captured in response to a Location Request becomes part of the Footage Library and is made available to other Members on the same non-exclusive basis described in Section 5.3, unless the parties agree otherwise in writing.

7. Footage Library Access and Delivery

7.1 For as long as Licensee's membership remains active and in good standing, Licensee has ongoing access to the full Footage Library, made available digitally through the member library on Licensor's website. Licensor will add newly captured Content to the Footage Library on an ongoing basis, at least monthly.

7.2 In addition to Footage Library access, Licensor will fulfill Licensee's Location Requests up to the monthly amount specified for Licensee's Tier in Section 2, subject to Section 6.

7.3 Content is made available in the file format(s) specified for Licensee's Tier in Section 2. Business Pro members may request ProRes master files in place of, or in addition to, standard MP4 files.

7.4 The Local Starter Tier includes five (5) downloads per Billing Cycle; unused downloads do not accumulate or roll over. Monthly Location Request allotments likewise do not accumulate or roll over from one Billing Cycle to the next, except as provided in Section 6.5 for delayed requests.

8. Term, Billing, and Cancellation

8.1 This Agreement begins on the Effective Date and continues on a month-to-month basis until terminated as provided in this Section.

8.2 Membership fees are billed monthly in advance on the same calendar day each month, using the payment method on file.

8.3 Either party may cancel this Agreement at any time by providing written notice (including by email), or, for Licensee, through the billing management page in the member library. Cancellation is effective at the end of the then-current Billing Cycle. No partial-month refunds will be issued for any unused portion of a Billing Cycle.

8.4 Licensor may suspend or terminate this Agreement immediately, without prior notice, for non-payment of fees, breach of Section 4 (Prohibited Uses), or any unlawful use of the Content by Licensee.

9. Effect of Cancellation on License Rights

9.1 Upon cancellation or termination of this Agreement for any reason, Licensor will revoke Licensee's access to the Footage Library, and Licensee may no longer download Content.

9.2 Content that Licensee used in marketing materials completed and published while Licensee's membership was active and in good standing remains licensed in those existing materials — Licensee is not required to take down or delete published posts, pages, or advertisements created during the membership. After the effective date of cancellation or termination, Licensee may not use any Content in new projects, new posts, new advertisements, or any newly produced materials.

9.3 The continued-use right in Section 9.2 does not apply where this Agreement is terminated by Licensor for Licensee's breach of Section 4 (Prohibited Uses); in that case, all license rights terminate immediately and Licensor may require removal of the Content from active use.

9.4 Sections 4 (Prohibited Uses), 5 (Ownership and Reservation of Rights), 9 (Effect of Cancellation), 11 (Disclaimer of Warranties; Limitation of Liability), 12 (Indemnification), and 13 (Governing Law) survive termination of this Agreement.

10. Flight Operations and Compliance

10.1 All drone flights are conducted by Licensor or its designated remote pilot in compliance with FAA Part 107 regulations and all other applicable federal, state, and local laws.

10.2 Licensor retains sole discretion to decline, delay, or reschedule any flight due to safety concerns, weather, airspace restrictions, equipment issues, or other operational considerations.

10.3 Unless otherwise agreed in writing, Licensee is responsible for obtaining any necessary permission for filming on private property that Licensee specifically requests.

11. Disclaimer of Warranties; Limitation of Liability

11.1 The Content is provided "as is" and "as available." Licensor makes no warranty, express or implied, regarding the Content's fitness for any particular purpose.

11.2 To the maximum extent permitted by law, Licensor's total liability arising out of or related to this Agreement shall not exceed the total membership fees paid by Licensee in the three (3) months immediately preceding the claim.

11.3 In no event shall Licensor be liable for any indirect, incidental, special, or consequential damages arising from Licensee's use of, or inability to use, the Content.

12. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor from and against any claims, damages, losses, and expenses (including reasonable attorneys' fees) arising out of Licensee's unauthorized, unlawful, or unlicensed use of the Content, including any violation of Section 4 (Prohibited Uses).

13. Governing Law

This Agreement is governed by the laws of the State of New York, without regard to its conflict-of-laws principles. Any dispute arising out of or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Tompkins County, New York.

14. Miscellaneous

14.1 Entire Agreement. This Agreement, together with the Terms of Service, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior discussions or understandings.

14.2 Amendment. Licensor may update Membership Tiers, pricing, or these terms upon thirty (30) days' written notice (including by email) to active Members. Continued membership after the notice period constitutes acceptance of the updated terms.

14.3 Assignment. Licensee may not assign or transfer this Agreement, in whole or in part, without Licensor's prior written consent.

14.4 Severability. If any provision of this Agreement is found unenforceable, the remaining provisions shall remain in full force and effect.

14.5 Notices. Notices to Licensor shall be sent to support@ithacadrone.com. Notices to Licensee will be sent to the email address on Licensee's account.

Contact

IthacaDrone LLC · Ithaca, NY · support@ithacadrone.com