Your use of the App (as defined below) to purchase any product (a “Delivery Purchase”) constitutes your consent to these Terms of Service (the “Agreement”).
This Agreement is between you and the relevant subsidiary (“DroneUp”, “we”, “our” or “us”) of DroneUp, LLC concerning your use of (including any access to) the droneupdelivery.com site (together with any materials and services available therein, and any successor site(s) thereto, the “App”) This Agreement hereby incorporates by reference any additional terms and conditions posted by us through the App or otherwise made available to you by us.
BY USING THE APP, YOU AFFIRM THAT YOU ARE OF LEGAL AGE TO ENTER INTO THIS AGREEMENT, OR, IF YOU ARE NOT, THAT YOU HAVE OBTAINED PARENTAL OR GUARDIAN CONSENT TO ENTER INTO THIS AGREEMENT. IF YOU ARE AN INDIVIDUAL ACCESSING OR USING THE APP ON BEHALF OF, OR FOR THE BENEFIT OF, ANY CORPORATION, PARTNERSHIP OR OTHER ENTITY WITH WHICH YOU ARE ASSOCIATED (AN “ORGANIZATION”), THEN YOU ARE AGREEING TO THIS AGREEMENT ON BEHALF OF YOURSELF AND SUCH ORGANIZATION, AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND SUCH ORGANIZATION TO THIS AGREEMENT. REFERENCES TO “YOU” AND “YOUR” IN THIS AGREEMENT WILL REFER TO BOTH THE INDIVIDUAL ACCESSING THE APP AND TO ANY SUCH ORGANIZATION.
Changes. We may change this Agreement from time to time by notifying you of such changes by any reasonable means, including by posting a revised Agreement through the App. Any such changes will not apply to any dispute between you and us arising prior to the date on which we posted the revised Agreement incorporating such changes, or otherwise notified you of such changes. Any Delivery Purchase by you following any changes to this Agreement will constitute your acceptance of such changes. The “Last Updated” legend above indicates when this Agreement was last changed. We may, at any time and without liability, modify or discontinue all or part of the App (including access to the App via any third-party links); charge, modify or waive any fees required to use the App; or offer opportunities to some or all App users.
Safety. Please stay at least six (6) feet from the drone and delivery area during delivery and do not touch the package until it is released from the drone and the drone is clear of the area. Drones have moving parts, including propellers, that can be dangerous if you come into contact with the drone while in operation. You agree to abide by all safety instructions, rules, and requirements provided by DroneUP to you and you acknowledge that you are aware of potential risks and consent to operation of the delivery drone near you.
Communications. By placing an order through the App, you agree to accept and receive communications from DroneUp, including via e-mail and text message to the cellular telephone number you provided to DroneUp. Upon placing your order, you will receive e-mail confirmation of your order, which will include all of the order details. You will also receive text messages when (1) your order has been assembled and is about to leave the our delivery hub and (2) your package has arrived at the Delivery Location (as defined below). We may also send you marketing and other promotional communications from time to time (collectively, “Marketing Communications”) by e-mail. You expressly agree to receipt of emails, text messages, and other forms of communications from us. Message and data rates may apply. You may contact us at email@example.com or go to www.droneupdelivery.com and click on “chat” to correspond in real time with a DroneUp customer service representative at any time with any questions that you might have. If you do not wish to receive Marketing Communications, you may opt out of such communications by contacting us at firstname.lastname@example.org.
Location. To make a delivery, the DroneUp drone will need access to your property or the property designated in your order. Our pilot will select the exact point on your property best suited for making a delivery. You expressly provide permission for our drones to overfly and hover over your property to make a delivery.
Terms of Purchase and Delivery.
Through the App, you will be able to order and purchase products offered by Walmart®. Prior to any purchase, you will be required to enter the address to which you would like to have the product(s) delivered to see if drone delivery is available to that location (the “Delivery Location”). If delivery is available to you, you will choose from a list of Walmart® store(s) in your area from which we are operating. Once you choose a store, you will be shown a list of products that are eligible for purchase and delivery by DroneUp. Any product you purchase is sold to you by us. Title and risk of loss to any product remains with us until it has been placed on the ground at the Delivery Location, at which point title and risk of loss immediately passes to you, regardless of whether you are present at the time of delivery. We reserve the right to impose quantity limits on any order or reject all or any part of an order without prior notice. If we accept your order, the DroneUp team will purchase the Walmart® product(s) you ordered and deliver the product(s) to you by drone. As noted above, you will receive an email confirming any order and texts confirming your order is ready for flight and confirming delivery to your Delivery Location.
- Service Availability. We offer delivery service from 9:00 a.m. to 7:00 p.m. EST every day for each Walmart® store where drone delivery is available. While we will endeavor to complete a delivery within two (2) hours of the time an order is placed, delivery times may vary and the system may be down at certain times. We may be unable to accept or deliver an order due to App availability, weather conditions, availability of delivery drones or other reasons. Any estimated arrival or delivery time provided by DroneUp is not guaranteed; and we make no representations or warranties regarding availability. Note that any orders attempted to be placed after 6:00 p.m. EST may be rejected depending on delivery capacity. No order will be accepted after 7:00 p.m. EST. While we try to maintain the timeliness, integrity and security of the App, we do not guarantee that the App is or will remain updated, complete, correct or secure, or that access to the App will be uninterrupted. The App may include inaccuracies, errors and materials that violate or conflict with this Agreement. Additionally, third parties may make unauthorized alterations to the App. If you become aware of any such alteration, contact us at email@example.com with a description of such alteration and its location on the App.
- Product Availability. If you purchase any product that is determined to be out-of-stock, you will be notified by email and will promptly receive a refund of the purchase price for the out-of-stock product(s).
- Return and Refund Policy. Should you wish to return any product(s), please contact us at firstname.lastname@example.org or go to www.droneupdelivery.com and click on “chat” to correspond in real time with one of our customer service representatives. You will receive (1) a return merchandise authorization (an “RMA”) and (2) directions to our hub that made the delivery. In order to process a return, you must bring both the RMA and the receipt for the product(s) you wish to return to our hub. You will receive a refund (excluding delivery fees) for any product that is returned in accordance with this return policy. Please do not attempt to return any product(s) delivered by DroneUp to Walmart®.
- Prices. Product prices and applicable fees (such as taxes) may vary and will be displayed to you in the checkout process in the App. Product prices are set by Walmart® and do not include delivery fees.
- Delivery Fees. Delivery fees are set by DroneUp, will be displayed to you during the checkout process in the App, and are not refundable.
- Payment. By providing a credit card (or other payment method accepted by the App), you represent and warrant that you are authorized to use the designated payment method and that you authorize us and our third-party payment processor to charge your payment method for the total amount of your Delivery Purchase (including any applicable taxes and other charges) and the delivery fee(s). If the payment method you provide cannot be verified, is invalid or is otherwise not acceptable, your order may be suspended or cancelled. You must resolve any problem we encounter in order to proceed with your order. In the event you want to change or update payment information associated with your account, you can do so at any time by logging into your account and editing your payment information.
- Sales Taxes. Sales through the App are online sales and are processed as online transactions. You will receive an electronic receipt for your order. Sales tax will be calculated at the time of purchase.
- Product Warranties; Limitation on Liability. THE PRODUCTS PURCHASED THROUGH THE APP ARE SOLD AND DELIVERED TO YOU “AS IS” AND “WITH ALL FAULTS”. DRONEUP DOES NOT MAKE ANY WARRANTIES OR PROMISES ABOUT THE PRODUCTS OR THE DELIVERY. TO THE EXTENT PERMITTED BY LAW, (I) DRONEUP EXCLUDES AND DISCLAIMS ALL WARRANTIES AND (II) DRONEUP WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER THEORY, INCLUDING DAMAGES FOR LOSS OF PROFITS, USE OR DATA, LOSS OF OTHER INTANGIBLES, LOSS OF SECURITY OF SUBMISSIONS (INCLUDING UNAUTHORIZED INTERCEPTION BY THIRD PARTIES OF ANY SUBMISSIONS), EVEN IF ADVISED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES. TO THE EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF DRONEUP AND WALMART® TO YOU IS LIMITED TO THE PURCHASE PRICE OF THE PRODUCTS YOU PURCHASED THAT GAVE RISE TO THE LIABILITY.
Force Majeure. DroneUp will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under this Agreement that is caused by an act or event beyond our reasonable control, including without limitation, adverse weather conditions, acts of God, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, terrorist attack, war, fire, explosion, earthquake, epidemic or pandemic (including, without limitation, the COVID-19 pandemic) or other natural disaster, failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport.
Limited Warranty; Disclaimer of Other Warranties. We conduct drone operations using a commercially reasonable level of skill and care. OTHER THAN AS EXPRESSLY SET OUT IN THIS AGREEMENT, DRONEUP DISCLAIMS ALL WARRANTIES IN RELATION TO THE SERVICE AND EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
Registration, Usernames and Passwords. You may need to register to use all or part of the App. We may reject, or require that you change, any username, password or other information that you provide to us in registering. Your user name and password are for your personal use only and should be kept confidential; you, and not DroneUp, are responsible for any use or misuse of your user name or password, and you must promptly notify us of any confidentiality breach or unauthorized use of your user name or password, or your App account.
Your Limited Right to Use the App. Subject to your compliance with this Agreement, and solely for so long as you are permitted by DroneUp to use the App, you may view one (1) copy of any portion of the App to which we provide you access under this Agreement, on any single device. The App is licensed (not sold) to end users.
DroneUp’s Proprietary Rights. DroneUp owns the App, which is protected by proprietary rights and laws. Our trade names, trademarks and service marks include DroneUp and any associated logos. All trade names, trademarks, service marks and logos on the App not owned by us are the property of their respective owners. You may not use our trade names, trademarks, service marks or logos in connection with any product or service that is not ours, or in any manner that is likely to cause confusion. Nothing contained on the App should be construed as granting any right to use any trade names, trademarks, service marks or logos without the express prior written consent of the owner.
Third Party Terms. The App may contain certain open source and third-party software components (collectively, “Third-Party Components”). Each Third-Party Component is licensed under the Third-Party Component’s applicable license agreement (“Third-Party License”). Nothing in the Agreement is intended to modify the user’s rights or obligations with respect to any Third-Party Component set forth in the applicable Third Party License.
Rules of Conduct. In connection with the App, you must not:
- Post, transmit or otherwise make available through or in connection with the App any materials that are or may be: (a) threatening, harassing, degrading, hateful or intimidating, or otherwise fail to respect the rights and dignity of others; (b) defamatory, libelous, fraudulent or otherwise tortious; (c) obscene, indecent, pornographic or otherwise objectionable; or (d) protected by copyright, trademark, trade secret, right of publicity or privacy or any other proprietary right, without the express prior written consent of the applicable owner.
- Post, transmit or otherwise make available through or in connection with the App any virus, worm, Trojan horse, Easter egg, time bomb, spyware or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, or to monitor the use of, any hardware, software or equipment (each, a “Virus”).
- Use the App for any purpose that is fraudulent or otherwise tortious or unlawful.
- Harvest or collect information about users of the App.
- Interfere with or disrupt the operation of the App or the servers or networks used to make the App available, including by hacking or defacing any portion of the App; or violate any requirement, procedure or policy of such servers or networks.
- Restrict or inhibit any other person from using the App.
- Reproduce, modify, adapt, translate, create derivative works of, sell, rent, lease, loan, timeshare, distribute or otherwise exploit any portion of (or any use of) the App except as expressly authorized herein, without DroneUp’s express prior written consent.
- Reverse engineer, decompile or disassemble any portion of the App, except where such restriction is expressly prohibited by applicable law.
- Remove any copyright, trademark or other proprietary rights notice from the App.
- Frame or mirror any portion of the App, or otherwise incorporate any portion of the App into any product or service, without DroneUp’s express prior written consent.
- Systematically download and store App content.
- Use any robot, spider, site search/retrieval application or other manual or automatic device to retrieve, index, “scrape,” “data mine” or otherwise gather App content, or reproduce or circumvent the navigational structure or presentation of the App, without DroneUp’s express prior written consent.
You are responsible for obtaining, maintaining and paying for all hardware and all telecommunications and other services needed to use the App.
Indemnity. Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold harmless DroneUp and its parent, DroneUp, LLC, and their respective successors and assigns, from and against all claims, liabilities, damages, judgments, awards, losses, costs, expenses and fees (including attorneys’ fees) arising out of or relating to (a) your use of, or activities in connection with, the App; and (b) any violation or alleged violation of this Agreement by you.
Termination. This Agreement is effective until terminated. We may terminate or suspend your use of the App at any time and without prior notice, for any or no reason, including if we believe that you have violated or acted inconsistently with the letter or spirit of this Agreement. Upon any such termination or suspension, your right to use the App will immediately cease, and we may, without liability to you or any third party, immediately deactivate or delete your user name, password and account, and all associated materials, without any obligation to provide any further access to such materials. All sections which by their terms are intended to survive any expiration or termination of this Agreement shall so survive.
Governing Law; Venue; Jury Trial Waiver. This Agreement shall be controlled and governed by the laws of the State of Arkansas. The exclusive jurisdiction and venue for actions related to the subject matter hereof shall be the courts of the State of Arkansas, City of Fayetteville or, if it has or can acquire jurisdiction, in the United States District Court for the Western District of Arkansas, Fayetteville Division, and the parties irrevocably consent to such personal jurisdiction of such courts and waive all objections thereto. Each of us hereby irrevocably and unconditionally waives any right we may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement or the transactions contemplated hereby.
Filtering. We hereby notify you that parental control protections (such as computer hardware, software or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available from GetNetWise (https://kids.getnetwise.org/) and OnGuard Online (https://onguardonline.gov/). Please note that DroneUp does not endorse any of the products or services listed on such sites.
Information or Complaints. If you have a question or complaint regarding the App or any Delivery Purchase, please send an e-mail to email@example.com or go to www.droneupdelivery.com and click on “chat” to correspond in real time with one of our customer service representatives. Please note that e-mail communications will not necessarily be secure; accordingly you should not include credit card information or other sensitive information in your e-mail correspondence with us. Virginia residents may reach the Complaint Assistance Unit of the Division of Consumer Protection of the Virginia Department of the Attorney General by mail at 202 North Ninth street, Richmond, Virginia 23219, or by telephone at (804) 786-2042 or 1-800-552-9963.
Copyright Infringement Claims. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you believe in good faith that materials available on the App infringe your copyright, you (or your agent) may send to us a written notice by mail or e-mail requesting that we remove such material or block access to it. If you believe in good faith that someone has wrongly filed a notice of copyright infringement against you, the DMCA permits you to send to us a counter-notice. Notices and counter-notices must meet the then-current statutory requirements imposed by the DMCA. See https://www.copyright.gov/ for details. Notices and counter-notices must be sent in writing to DroneUp as follows: By mail to 160 Newtown Road, Suite 302, Virginia Beach, VA 23236; by e-mail to firstname.lastname@example.org. DroneUp’s phone number is (757) 337-2125. We suggest that you consult your legal advisor before filing a DMCA notice or counter-notice.
Miscellaneous. If any provision of this Agreement is found to be unlawful, void or for any reason unenforceable, that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provision. You may not assign, transfer or sublicense any or all of your rights or obligations under this Agreement without our express prior written consent. We may assign, transfer or sublicense any or all of our rights or obligations under this Agreement without restriction. No waiver by either party of any breach or default under this Agreement will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is for convenience only, and in no way defines or explains any section or provision. All terms defined in the singular shall have the same meanings when used in the plural, where appropriate and unless otherwise specified. Any use of the term “including” or variations thereof in this Agreement shall be construed as if followed by the phrase “without limitation.” This Agreement, including any terms and conditions incorporated herein, is the entire agreement between you and DroneUp relating to the subject matter hereof, and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and DroneUp relating to such subject matter. Notices to you (including notices of changes to this Agreement) may be made via posting to the App or by e-mail (including in each case via links), or by regular mail. Without limitation, a printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.