TERMS OF SALE

Last Modified: February 11, 2025

THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS, AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. 

BY PLACING AN ORDER FOR SERVICES FROM THE WEBSITE (DEFINED BELOW), YOU ACCEPT AND ARE BOUND BY THESE TERMS OF SALE. YOU MAY NOT ORDER OR OBTAIN SERVICES FROM THE WEBSITE IF YOU (A) DO NOT AGREE TO THESE TERMS OF SALE, (B) ARE NOT AT LEAST 18 YEARS OF AGE AND OF LEGAL AGE TO FORM A BINDING CONTRACT WITH NEW ENGLAND DRONE TOURS (DEFINED BELOW) OR (C) ARE PROHIBITED FROM ACCESSING OR USING THIS WEBSITE OR ANY OF THIS WEBSITE’S CONTENTS, PRODUCTS OR SERVICES BY APPLICABLE LAW.

These terms and conditions (these “Terms of Sale”) apply to the purchase and sale of services through newenglanddronetours.com (the “Website”) by New England Drone Tours, LLC, a Massachusetts limited liability company (“New England Drone Tours,” “us,” “we,” or “our”). These Terms are subject to change by us without prior written notice at any time, in our sole discretion. The latest version of these Terms of Sale will be posted on the Website, and you should review these Terms of Sale immediately prior to purchasing any services that are available through the Website. The Terms of Sale in effect at the time of your purchase will govern your transaction. 

ORDER ACCEPTANCE AND CANCELLATION

You agree that your order is an offer to buy, under these Terms of Sale, all services listed in your order. All orders must be accepted by us or we will not be obligated to sell the services to you. We may choose not to accept any orders in our sole discretion. After we receive your order, we will send you a confirmation email with your order number and details of the items you have ordered. Acceptance of your order and the formation of the contract of sale between you and New England Drone Tours will not take place unless and until you have received your order confirmation email.

SERVICES

Upon acceptance of your order, we will provide you the services described in your order confirmation email. 

You agree that we will be the exclusive provider of the services to you.

During the performance of the services, you agree to provide us access to the necessary premises for the performance of the services. You shall also ensure that all required consents have been obtained prior to the performance of the services. You shall ensure that the premises are prepared prior to our arrival, including that the property shall be cleaned, with furniture in its desired placement, and no individuals shall be in the premises during the performance of services.

You hereby irrevocably grant to us the right to use, copy, modify, publish, license, sell, commercialize, create derivative works of, or otherwise use in any manner whatsoever, any content created or produced by us pursuant to these Terms of Sale and containing either you or property owned or controlled by you. You further agree that you shall have no right to approve or consent to the content or distribution thereof, and that all ownership of the content shall remain perpetually with us.

You agree to provide attribution to us in any use of the Deliverables (defined below) provided under these Terms of Sale by including a notation of “New England Drone Tours” or “Video by New England Drone Tours” near the Deliverable. If a Deliverable is posted on Instagram, “@newenglanddronetours” must be tagged within the post.

PRICES AND PAYMENT TERMS

All prices posted on the Website are subject to change without notice. The price charged for a service will be the price in effect at the time the order is placed and will be set out in your order confirmation email. Price increases will only apply to orders placed after such changes. We are not responsible for pricing, typographical, or other errors in any offer by us and we reserve the right to cancel any orders arising from such errors. 

Terms of payment are within our sole discretion and, unless otherwise agreed by us in writing, payment must be received by us before our delivery of any Deliverables (defined below), and payment pursuant to any order made outside our online booking platform must also include a 50% payment prior to commencement of any services. Except for any fees disputed in good faith, all past due fees and expenses shall accrue interest at the lesser of 1.5% per month or the highest rate permissible under applicable law, and the Client shall reimburse the Service Provider for all reasonable costs incurred in collecting any late payments (including, without limitation, attorneys’ fees). You represent and warrant that (i) any credit card or other financial information you supply to us is true, correct, and complete, (ii) you are authorized to use such credit card or other payment method for your purchase, (iii) charges incurred by you will be honored by your credit card company (if applicable), and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any. 

RETURNS AND REFUNDS

Either of us may terminate the agreement to provide services under these Terms of Sale if the other party: materially breaches the Agreement (including failure to pay invoices when due), and such breach is incapable of cure, or with respect to a material breach capable of cure, such party does not cure such breach within 15 days after receipt of written notice of such breach; becomes insolvent; admits its inability to pay its debts generally as they become due; becomes subject to any bankruptcy proceeding which is not dismissed or vacated within 30 days after filing; is dissolved or liquidated; makes a general assignment for the benefit of creditors; or has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business (each such circumstance, a “Cause”).

Either of us may also terminate the agreement to provide services under these Terms of Sale without Cause at any time. 

In the event you terminate without Cause more than two days prior to the scheduled date of services, the fees shall be refunded. In the event you terminate without Cause two or less days prior to the scheduled date of services, 50% of the fees shall remain due and payable. In the event that you terminate with Cause prior to the commencement of services, you shall be entitled to a refund of all associated fees. In the event you terminate either with or without Cause either during or after the commencement of services, 100% of the fees shall remain due and payable.

In the event that we terminate without Cause prior to the commencement of services, you shall be entitled to a refund of all fees. In the event that we terminate with Cause more than two days prior to the scheduled date of services, 50% of the fees shall remain due and payable. In the event that we terminate with Cause two days or less prior to the scheduled date of services, 100% of the fees shall remain due and payable. In the event we terminate with or without Cause either during or after the commencement of services, 100% of the fees shall remain due and payable.

INTELLECTUAL PROPERTY

All intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Intellectual Property Rights”) in and to all photographs, moving pictures, documents, work product and other materials that are delivered to you under these Terms of Sale or prepared by or on behalf of us in the course of performing the services (collectively, the “Deliverables”) (except for any of your Confidential Information (defined below)) shall be owned exclusively by us. 

Upon the full payment of the fees and on condition of full compliance with these Terms of Sale, we hereby grant you a license to use all Intellectual Property Rights in the Deliverables free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, fully paid-up, royalty-free and perpetual (subject to the foregoing) basis, solely for use in your personal and internal business operations, including reproduction and publication to your website, social media pages, emails, brochures, and other self-produced content. Notwithstanding the foregoing, you shall have no rights or license whatsoever to reproduce or publish the Deliverables on third-party websites (except real estate listing websites), newspapers, billboards, books, magazines, or other third-party media, without our consent, which may be granted or denied in our sole discretion and which may be subject to additional license fees.

Proofs provided to you by us (if any) are draft documents necessary to perform the services, and are not Deliverables under this Agreement. All proofs shall be owned exclusively by us and no license to any proofs is granted hereunder, and all proofs shall be considered Confidential Information (defined below).

CONFIDENTIAL INFORMATION

All non-public, confidential or proprietary information of either of us (“Confidential Information”), including, but not limited to, information about such party’s business affairs, products, services, methodologies, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”), is confidential, solely for use in performing the Agreement and may not be disclosed or copied unless authorized by the Disclosing Party in writing or is required to be disclosed under applicable law or governmental order. For the avoidance of doubt, the terms of the Agreement (or the existence thereof) shall be considered Confidential Information.

WARRANTY DISCLAIMER

WE WARRANT THAT THE SERVICES WILL BE PROVIDED IN A TIMELY, WORKMANLIFE, AND PROFESSIONAL MANNER. WE MAKE NO OTHER WARRANTIES EXCEPT AS SET FORTH IN THESE TERMS OF SALE AND DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.

APPLICABLE LAW & USE

You agree to comply with all applicable laws and regulations of the various states and of the United States. You represent and warrant that you are buying services from the Website for your own personal or internal business use, and not for resale or export. 

PRIVACY

Our Privacy Policy (https://www.newenglanddronetours.com/privacypolicy), governs the processing of all personal data collected from you in connection with your purchase of services through the Website. 

FORCE MAJEURE

We will not be liable or responsible to you, nor be deemed to have defaulted or breached these Terms of Sale, for any failure or delay in our performance under these Terms of Sale when and to the extent such failure or delay is caused by or results from acts or circumstances beyond our reasonable control, including, without limitation, acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest, national emergency, revolution, insurrection, pandemics, epidemic, lockouts, strikes or other labor disputes (whether or not relating to our workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, materials or telecommunication breakdown or power outage (each, a “Force Majeure Event”). We will give notice to you within fifteen (15) days of a Force Majeure Event, stating the period of time the occurrence is expected to continue. We will then use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized, and we will resume the performance of our obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure Event.

INDEMNIFICATION

You agree to indemnify, defend, and hold us and and our officers, directors, employees, agents, affiliates, successors, and permitted assigns (as the “Indemnified Party”) harmless against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising out of or resulting from any claim occurring in connection with: bodily injury, death of any person or damage to real or tangible, personal property resulting from your willful, fraudulent or negligent acts or omissions; or your negligence, willful misconduct, or material breach of these Terms of Sale, including but not limited to breach of any representation or warranty made by you in these Terms of Sale.

LIMITATION OF LIABILITY

EXCEPT IN THE CASE OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL THE WE BE LIABLE TO YOU OR ANY THIRD PARTY FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR LOSS OF DATA OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES NOR (B) DIRECT DAMAGES EXCEEDING THE AGGREGATE AMOUNT PAID TO US IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 

NOTICES

We may provide any notice to you under these Terms of Sale by sending a message to the email address you provide. Notices sent by email will be effective when we send the email. It is your responsibility to keep your email address current. 

To give us notice under these Terms of Sale, you must contact us via email at contact@newenglanddronetours.com, which will be effective upon sending. We may update the address for notices to us by posting a notice on the Website. 

MISCELLANEOUS

In the event that any provision of these Terms of Sale is determined to be unlawful, void or unenforceable, such provision shall nonetheless be enforceable to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms of Sale, such determination shall not affect the validity and enforceability of any other remaining provisions.

You shall not assign any of your rights or delegate any of your obligations under these Terms of Sale without our prior written consent. Any purported assignment or delegation in violation of this section is null and void. No purported assignment or delegation relieves you of any of your obligations under these Terms of Sale. These Terms of Sale do not and are not intended to confer any rights or remedies upon any person other than you. 

The failure by us to exercise or enforce any right or provision of these Terms of Sale shall not constitute a waiver of such right or provision.

All matters relating to these Terms of Sale or the services sold hereunder, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without giving effect to any choice or conflict of law provision or rule (whether of the Commonwealth of Massachusetts or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Sale or the Website shall be instituted exclusively in the federal or state courts of Massachusetts.

QUESTIONS

Questions about the Terms of Sale should be sent to us at contact@newenglanddronetours.com.