ThinkFast LLC. Aerial Service Policy
1 PERFORMANCE OF THE SERVICES
1.1 ThinkFast LLC. will perform the Services as a Photography and Aerial Service Provider for the Client in accordance with the Client’s brief as agreed under clause 2 and all applicable laws.
1.2 ThinkFast LLC. will provide the Client with the Deliverables specified in the Particulars and Client’s brief as agreed under clause 2.
2 CLIENT OBLIGATIONS
2.1 The Client will provide ThinkFast LLC. with a brief detailing the Services and Deliverables required as well as any other information, including but not limited to details of site access, property position and contact details.
2.2 The Client will provide the brief to ThinkFast LLC. as soon as possible and usually no less than 4 days prior to the Date(s) for Services.
2.3 ThinkFast LLC. relies on the Client to provide accurate and complete information. Any failure to provide accurate and complete information affecting the delivery of Services by ThinkFast LLC. may result in a charge being made by ThinkFast LLC. to cover lost time and other travel expenses incurred due to this inaccurate information.
2.4 The Client acknowledges ThinkFast LLC. may require changes to the brief where these are necessary to enable ThinkFast LLC. to provide the Services in accordance with the terms of its UAS Operator Certificate issued by the FAA in accordance with relevant laws.
2.5 Where the Services are to be provided on a building or premises not owned or controlled by ThinkFast LLC., the Client will provide ThinkFast LLC. with an orientation to the site and procedures relevant to the Services and Deliverables prior to the Date(s) for Services.
3 AERIAL APPROVALS
3.1 Where FAA approval is required, ThinkFast LLC. Will attempt to use an automated LAANC (Low Altitude Authorization and Notification Capability) for the cost of third-party service, if this is declined or is not in effect at the desired location, the flight will be canceled.
3.2 Timeframes for FAA approval can vary significantly, and the Client acknowledges this may affect lead times. The Client must allow sufficient lead times for the FAA approval process and ThinkFast LLC. cannot be held responsible for delay or damages caused by this process.
3.3 ThinkFast LLC. will request details necessary to obtain such approvals from the Client and the Client must provide these to ThinkFast LLC. as soon as possible. ThinkFast LLC. relies on the accuracy of any information provided by or on behalf of the Client and cannot be held responsible for consequences of the Client providing inaccurate or incomplete information.
4 OTHER PERMISSIONS
4.1 The Client is responsible for obtaining any other permissions/approvals necessary to enable ThinkFast LLC. to provide the Services and the Deliverables under this agreement.
4.2 Where the Client fails to obtain the permission, they will be liable for cancellation fees as set out below.
5 DELIVERY DATE
5.1 All Deliverables will be delivered in the format agreed at the time of ordering by the Delivery Date, except where otherwise agreed.
5.2 The Delivery Date is subject to variation reasonably required to accommodate any changes to the Deliverables agreed between the parties.
6 CONFIDENTIALITY AND INTELLECTUAL PROPERTY RIGHTS
6.1 Subject to clause 7.2, ThinkFast LLC. and the Client will protect the confidentiality of all information provided to each other under this agreement.
6.2 ThinkFast LLC. may disclose information to its contractors or employees for the purposes of performing the Services under this agreement.
6.3 Neither party will disclose any information provided to it by the other party unless the information is in the public domain or required to be provided by law.
6.4: All Photos and rights relating to them, including copyright and ownership rights in the media in which the Photos are stored, remain the sole and exclusive property of the Photographer. This license provides the Client with the limited right to reproduce, publicly display, and distribute the Photos only for promotional or advertising purposes directly related to the sale of the Property. Photos used for any purpose not directly related to the sale of the Property must be with the express permission of Photographer and the payment of additional fees unless otherwise agreed to in writing.
6.5 Photos may be uploaded to any MLS listing service solely for the promotion of the Property during the pendency of this Agreement. However, regardless of any terms and conditions of the MLS, at no time does this Agreement provide Client with the right to transfer copyright or any other exclusive rights as provided by the Copyright Act 17 U.S.C § 106. Photos may contain copyright management information (CMI) at the discretion of the Photographer in the form of either 1) a copyright notice © and/or 2) other copyright and ownership information embedded in the metadata or elsewhere, unless otherwise agreed to by the Parties. Removing and/or altering such information is prohibited and constitutes a violation of the Digital Millennium Copyright Act (DMCA) and Client will be responsible to the Photographer for any penalties and awards available under the statute. The Client is responsible for ensuring that the Photos are removed from MLS databases at the expiration of this Agreement.
6.6 Unless otherwise specifically provided elsewhere in this document or other signed agreement between the parties, any grant of rights is limited to a term of either (1) one year from the date of this Agreement, or (2) at the termination of Client’s representation of the Property, whichever occurs first. Further use of images beyond one (1) year requires Photographer’s permission and additional fees. Rights are assigned to the Client immediately upon delivery of the Photos.
6.7 Relationship of the Parties: The parties agree that Photographer is an independent contractor and that neither Photographer, nor Photographer’s employees or contract personnel are, or shall be deemed to be, employees of Client. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Photographer and the Photos or any other deliverables prepared by Photographer shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
7 PAYMENT OF FEES AND TRAVEL EXPENSES
7.1 The Fee for the Services and Deliverables by ThinkFast LLC. is set out in the details of each project.
7.2 Except where expressly stated, fees are non-inclusive of travel* and lodging expenses.
*Travel includes a $0.50/Mile fee for any travel over 100 miles round trip from postal code 36092
7.3 The Fee will include up to 2 hours of editing; any other editing required by the client will be added to the invoice at a $50/ hour rate.
8 PAYMENT TERMS
8.1 Except where otherwise agreed, the Client will pay the Fee (and any other amounts payable to ThinkFast LLC. under this agreement) to ThinkFast LLC. Via PayPal invoice using any form of payment accepted by PayPal at the time.
8.2 All other payments, fees and charges payable by the Client to ThinkFast LLC. under this agreement will be payable to ThinkFast LLC. within 15 days of receiving the initial invoice.
9 WORKPLACE HEALTH AND SAFETY
9.1 The Client will provide and maintain, so far as is practicable, an environment for ThinkFast LLC., its employees and members of the public that is safe and without risks to health.
9.2 The Client must itself, and must ensure that any of its contractors, at all times identify and take all necessary precautions for the health and safety of all persons, including ThinkFast LLC. employees and contractors.
10 INDEMNITY AND LIMITATION OF LIABILITY
10.1 Client will indemnify and defend Photographer against all claims, liability, damages, costs, and expenses, including reasonable legal fees and expenses, arising out of the creation or any use of the Photos or materials furnished by Client. It is the Client's responsibility to obtain the necessary model or property releases are ensure they are full effect and in force.
11 WEATHER CONDITIONS
11.1 The Client acknowledges that ThinkFast LLC. may be unable to provide the Services and operate its aerial equipment in certain weather conditions.
11.2 ThinkFast LLC. will be unable to provide the Services on the Date(s) for Services if:
11.2.1 ThinkFast LLC. Chief Pilot deems that it is unsafe to fly due to prevailing weather conditions; or
11.2.2 the Client or its representatives directs ThinkFast LLC. that the weather conditions are not suitable for the Deliverables.
11.3 ThinkFast LLC. will strive to provide the Services as soon as possible after the agreed Date(s) for Services if work is interrupted by a change in weather conditions.
11.6 Where it is not possible to re-schedule the Services due to the Client’s requirements, normal cancellation rates (see clause 15) will apply.
11.7 ThinkFast LLC. is not responsible for delay or failure to provide the Services due to the prevailing weather conditions and cannot be held liable where this results in loss or damage to the Client.
12 FORCE MAJEURE
12.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this agreement if such delay or failure is due to force majeure. If a delay or failure is anticipated due to force majeure, the performance of a party’s obligations will be suspended.
13 CANCELLATION AND TERMINATION
13.1 The Client may cancel the Services prior to the Date(s) for Services at any time by written notice to ThinkFast LLC.
13.2 The Client agrees to provide ThinkFast LLC. with as much notice as possible of a cancellation.
13.3 The Client will still be liable for the following to be paid in full within 15 days of receipt of invoice if canceled.
1) Client Cancels with less than 24 hours notice before the Date(s) for Services – 75% of agreed price plus any other expenses incurred will be due;
2) Client Cancels with 24 hours notice before the Date(s) for Services – 25% of agreed price plus any other expenses incurred will be due;
3) Client Cancels with more than 48 hours notice before the Date(s) for Services – 0% of agreed price plus any other expenses incurred will be due;
13.6 ThinkFast LLC. may terminate this agreement at any time if:
13.6.1 the Client directs ThinkFast LLC. to provide the Services in a manner contrary to the conditions of ThinkFast LLC.’s FAA license and any applicable laws;
13.6.2 the Client directs ThinkFast LLC. to provide the Services in a way that creates an unreasonable risk to the health and safety of ThinkFast LLC. personnel and its contractors or ThinkFast LLC. equipment; or
13.6.3 the Client otherwise places any unreasonable demands on ThinkFast LLC. in the delivery of the Services.
14 LIABILITY INSURANCE
14.1 ThinkFast LLC. Can provide liability insurance of $1 million or more through a third-party application at an hourly rate upon request. A copy of this insurance policy will be available to inspect by the Client if the insurance request was required.
15 WARRANTIES BY ThinkFast LLC.
15. ThinkFast LLC. warrants that:
15.1.1 it holds a valid FAA - UAS Operator Certificate authorizing the use of unmanned aerial vehicles required to carry out the Services under this agreement; and
15.1.2 its pilots are authorized to operate this equipment are authorized to do so under their own license and insurance.
16 MISCELLANEOUS
16.2 This agreement will be read subject to any applicable laws and regulations.
16.3 All prior representations, warranties, arrangements, understandings and agreements concerning the subject matter of this agreement are superseded.
16.4 Any variations or assignments by the Client to this agreement will not be enforceable unless they are made in writing, prior to the variation or assignment and signed by both parties. ThinkFast LLC. may assign its rights by written notice to the Client.
16.5 ThinkFast LLC. may delegate and/or assign all or any of its rights or obligations under this agreement to a third party.
16.6 This agreement is governed by and in accordance with the laws of Alabama.
17 DEFINITIONS
17.1 “FAA” means the Federal Aviation Administration.
17.2 “Date(s) for Services” means the agreed date(s) for ThinkFast LLC. to provide the Services set out in the Particulars.
17.3 “Deliverables” means any tangible results of the Services produced or generated by ThinkFast LLC. including photographs, videos, and any other collected data generated by ThinkFast LLC. in the course of providing the Services.
17.4 “Delivery Date” means the agreed date for ThinkFast LLC. to provide the Deliverables to the Client set out in the Particulars.
17.5 “Fee” means the fee for the Services and Deliverables set out in the Particulars.
17.6 “Fee for Aerial Approval” means the fee (if any) set out in the Particulars which the Client agrees to pay for ThinkFast LLC. to obtain aerial approval from FAA.
17.8 “Intellectual Property Rights” includes all copyright and neighboring rights including all rights in relation to inventions (including patent rights), registered and unregistered trademarks and registered designs.
17.9 “Services” means all services to be performed by ThinkFast LLC. under this agreement.