Pilot Independent Contractor Agreement

This Pilot Independent Contractor Agreement ("Agreement") is entered into on electronic acceptance between Send a Drone, LLC, a Texas limited liability company ("Company"), and the individual or entity accepting it ("Pilot").

1. Marketplace; not employment

Company operates a technology platform that connects customers requesting aerial imagery, video and visual documentation ("Missions") with independent FAA-certificated remote pilots. Pilot may accept or decline any offered Mission or hold request. Nothing in this Agreement guarantees any minimum number, frequency, territory, schedule or value of Missions.

Pilot is an independent contractor, not an employee, agent, partner, joint venturer, franchisee or representative of Company. Company does not set Pilot's hours or require Pilot to be available at any time. Pilot decides where, when and whether to work and when to use the platform. Pilot may use other platforms and engage in any other occupation or business, including for competitors, subject only to the customer non-solicitation in section 9. Company does not require Pilot to attend meetings or training. Pilot bears Pilot's own expenses.

Pilot controls the means and methods of the work, including flight planning, equipment, crew, preflight checks, launch and landing, framing and operational safety. Company specifies only results: the deliverables, the Mission boundary, the completion standard and the legal and privacy obligations in this Agreement and the binding parts of the Pilot Deliverable & Conduct Standards. Recommended practices Company publishes are advisory.

Company is not the remote pilot in command, does not operate Pilot's aircraft, does not provide aircraft, and is not the source of any FAA certificate, waiver or airspace authorization. Pilot has no authority to bind Company or a customer unless Company authorizes it in writing through the platform.

2. Taxes and expenses

Pilot is solely responsible for federal, state and local taxes, including self-employment tax. Company, or its payment processor on Company's behalf, issues Form 1099 or other information returns when legally required. Pilot is responsible for all expenses, equipment, software, transportation, licenses, permits, authorizations, insurance and personnel. Company does not reimburse expenses. Each Mission's posted fixed payout is Pilot's entire compensation for that Mission, including all travel.

3. Eligibility and qualification

Pilot may receive Mission offers and hold requests only while Pilot's account is Active and Pilot meets Company's Pilot Qualification Standard. Company checks these requirements against each Mission's date:

a. Remote pilot certificate. A current FAA Remote Pilot Certificate with a small UAS rating, verified by Company from photographs of both sides of the certificate or an FAA airmen-record screenshot.

b. Recency. Aeronautical knowledge recency within the preceding 24 calendar months, verified by Company.

c. Identity. Pilot is at least 18 and legally authorized to work in the United States, and Pilot's legal name matches the certificate, as verified by Company.

d. Insurance. The insurance required by section 14.

e. Aircraft. At least one aircraft that Pilot owns or controls, registered with the FAA and meeting Remote ID requirements, that Company has approved. Company's camera guideline (about 12 megapixels or better, with stable, sharp stills) is a guideline; Company judges suitability from the aircraft and Pilot's sample work.

f. Agreements. Current acceptance of this Agreement, the Pilot Deliverable & Conduct Standards, the Pilot Payout Policy and the Privacy Policy, and acknowledgment of the Mission Safety & Incident Response SOP.

g. Service area. An operating base, a service radius and the services Pilot is willing to perform. Pilot receives offers and hold requests only within Pilot's declared radius.

h. Sample work. A sample set Company has reviewed and accepted: at least eight still photographs, or one video clip and five stills.

Pilot will keep all platform information accurate, and will stop accepting Missions and notify Company immediately if any certificate, registration, authorization or insurance lapses, is suspended or changes. Company's verification is an eligibility screen only. It does not make Company the operator of any flight or Pilot's employer.

4. Pilot in command; airspace and flight compliance

The remote pilot in command has final authority and responsibility for the safety and legality of each flight. Company and customers may specify deliverables, timing and the Mission boundary. Neither may require Pilot to conduct an operation that Pilot reasonably determines would be unsafe, unlawful, outside Pilot's qualifications, inconsistent with an authorization, contrary to manufacturer limits or contrary to aviation requirements.

Pilot is independently responsible, for every flight, for: (a) reviewing the airspace and every airspace restriction that applies; (b) checking current NOTAMs and temporary flight restrictions; (c) obtaining every FAA authorization, waiver or approval the flight requires, or confirming that none is required; (d) complying with altitude limitations; (e) aircraft registration and Remote ID compliance; (f) evaluating weather, obstacles, people and site conditions; (g) determining whether the flight can be conducted legally and safely; and (h) making the final go/no-go decision, including refusing, postponing or terminating any flight that Pilot determines would be unsafe or unlawful.

Company does not screen Mission locations against airspace data, does not obtain authorizations for Pilot, and does not certify, represent or warrant that any Mission location can lawfully or safely be flown. The review of an address that Company performs before dispatch concerns the property, consent and restricted locations under the Customer Terms of Service; it is not an airspace determination. No offer, assignment, Mission detail or other information from Company or a customer is an airspace determination or an authorization, and Pilot will not rely on it as one.

Before each flight, including each visit of a multi-visit package, each attempt after a no-go and each recapture that requires another flight, Pilot completes the platform's preflight confirmation: Pilot confirms each item it lists and enters the reference of any authorization obtained. The platform will not start a flight without it. A confirmation covers one flight and lapses three hours after it is made. If weather, airspace, flight conditions or operational circumstances change materially before the flight, Pilot will not fly on that confirmation and will complete a new one. A recapture that only corrects or replaces files, without another flight, needs no confirmation. The confirmation is Pilot's own statement as remote pilot in command. Company records it with Pilot's identity, the Mission and the time, but does not verify it, and recording it is not a verification of FAA compliance by Company.

Each time Pilot completes a preflight confirmation, Pilot represents and warrants, for the flight it covers, that each statement in it is true; that Pilot holds, and will comply with, every certificate, registration, authorization and waiver the flight requires; that the aircraft is registered, complies with Remote ID requirements and is in a condition for safe operation; and that Pilot will conduct the flight in compliance with 14 CFR Part 107 and every other applicable law, authorization, waiver, NOTAM and flight restriction.

Pilot may delay, modify or stop a flight for any legitimate safety or legal reason and reports it through the platform's no-go report. A documented, good-faith safety or legal stop is not a breach and is never counted against Pilot.

5. Airworthiness

Pilot supplies all aircraft, controllers, batteries, cameras, media, devices, safety equipment, software and transportation. Before each Mission's flight, Pilot records in the platform Pilot's own determination, as remote pilot in command, that the aircraft is in a condition for safe operation. The platform keeps that record and will not start a flight without it. Company does not inspect, evaluate or certify aircraft.

6. Offers, holds, acceptance and withdrawal

Company offers a Mission to Pilots only after the customer has paid and every consent and review the Mission Authorization requires is complete. An offer or hold request shows the service, a general area (not the exact address), the requested date and the fixed payout. Offers expire if not answered within the response time shown (currently four hours). The exact address, Mission boundary and site contact are shared only when Pilot is assigned to the paid Mission. Pilot will not use general-area information to identify the property or contact the customer off the platform. An offer outside Pilot's service radius shows its own fixed payout, which Pilot may accept or decline.

Accepting a Mission is a commitment to use commercially reasonable efforts to complete it within the scheduled window, subject to safety, law, weather, airspace, access, consent and events beyond Pilot's control. Pilot will not accept a Mission that requires capabilities Pilot does not have.

If Pilot can no longer perform an accepted Mission, Pilot withdraws in the platform as soon as the reason is reasonably known. A withdrawal for weather, a temporary flight restriction or other airspace restriction, safety, aircraft or equipment failure, or illness or emergency is a qualifying withdrawal and is never counted against Pilot. Three non-qualifying withdrawals within 30 days lead to a review under section 18, never to an automatic pause or a fee. Failing to appear for an accepted Mission without arrival or timely communication (a no-show) is a confirmed performance failure under section 18. Company imposes no fines or penalties for a withdrawal or a no-show and never recovers money Pilot did not earn.

7. Deliverables and completion

Pilot delivers the results required by the binding parts of the Pilot Deliverable & Conduct Standards and Company's Deliverables Standard: the service's required items within the Mission boundary, in the file specifications stated there, uploaded only through the platform, with any item that does not exist or cannot be captured safely or lawfully recorded as unable to capture with a one-line reason. Pilot is expected to upload by 10:00 a.m. in the property's local time on the next calendar day; a late upload is flagged and carries no fee. Neither document overrides Pilot's legal duties or authority as pilot in command.

Company's reviewers decide whether files are usable and whether an unable-to-capture reason is valid. Where a critical item is missing or unusable because of Pilot's error, or fewer than 75% of required items are accounted for on a reasonably flyable Mission, Pilot will recapture the affected items at no charge, as described in the Cancellation, Refund & Recapture Policy and the Pilot Payout Policy.

8. Site conduct, consent, privacy and incidents

Pilot keeps operational communication on the platform, communicates with customers and site contacts only as reasonably necessary for site access and the Mission, does not enter restricted areas without authorization, and does not represent itself as Company's employee.

These are binding obligations. Before flying, Pilot verifies that the site matches the Mission address and boundary, and confirms with the site contact that access and consent are unchanged. Pilot deliberately captures only the property within the Mission boundary; does not capture dwelling interiors or people as subjects; frames shots to keep neighboring property and people incidental; stops capturing a subject if a person on site raises a privacy or consent concern; and declines any part of a Mission where consent or authority appears to be missing.

Pilot reports every incident listed in the Mission Safety & Incident Response SOP to Company as soon as practicable, and in any event within 24 hours, after first meeting any emergency or FAA obligation. Failure to report is grounds for suspension.

9. Customer non-solicitation

During an active Mission, and for twelve (12) months after the later of the completion or cancellation of the last Mission involving that customer or the termination of this Agreement, Pilot will not knowingly solicit, accept or perform off-platform aerial imagery or substantially similar services for a customer first introduced to Pilot through the platform, except with Company's prior written consent or a documented pre-existing relationship. This section is ancillary to Company's provision of confidential customer information and Mission access under this Agreement. Breach may result in suspension, withholding of disputed payouts to the extent permitted by law, and recovery of actual damages. No liquidated damages apply.

10. Intellectual property

Pilot hereby assigns to Company, effective on creation, all right, title and interest, including copyright, in all photographs, video and other deliverables Pilot creates for a Mission, whether or not submitted or approved, excluding Pilot's pre-existing tools, templates, know-how, firmware and software. Pilot waives, to the extent permitted, any moral rights in them and will sign any further document reasonably needed to confirm the assignment. Company licenses deliverables to customers under the Customer Terms of Service.

Pilot may use Mission imagery only as necessary to fly, fulfill and deliver that Mission. Pilot has no portfolio or publication right and will not use recognizable Mission or property imagery on social media, in a portfolio, on a website, in advertising or in any similar public use unless the customer and Company have both given written permission.

11. Confidentiality and media handling

Pilot uses customer, property, access, contact, consent, reference-file and Mission information solely to perform the accepted Mission; protects it with reasonable security; promptly notifies Company of any loss, disclosure or device compromise; and deletes locally retained Mission files and customer data within thirty (30) days after the Mission closes, keeping only flight logs that the FAA, Pilot's insurer or the law requires. Pilot does not share Mission files through public links or third-party services.

12. Compensation and offset

Each offer and hold request shows a fixed dollar payout before Pilot accepts. That posted payout is Pilot's entire compensation for the Mission. Payouts are fixed amounts per service, not a percentage of the customer price, and are never reduced in proportion to the number of photographs. Company pays under the Pilot Payout Policy, including the Pilot Payout Schedule, through Pilot's connected payout account (Stripe Connect). Pilot is responsible for the accuracy of the payout account and tax information. Pilot agrees that Company may offset documented overpayments and amounts Pilot owes Company, including a recovery obligation that has become due under the Pilot Payout Policy, against future payouts. Company never debits Pilot's bank account.

13. Cancellations, no-gos and access problems

Customer cancellations, consent failures, weather, airspace and safety stops, customer-side access problems and recaptures are governed by the Cancellation, Refund & Recapture Policy, and any trip or cancellation amount owed to Pilot by the Pilot Payout Policy. Pilot will not tell a customer that Company approved an extra charge, refund or schedule change unless the platform or Company confirms it.

14. Insurance

Pilot maintains UAS or aviation liability insurance of at least one million dollars ($1,000,000) per occurrence, on an annual or on-demand basis, in force on the date of each Mission Pilot flies, and uploads a certificate of insurance that Company verifies. An expired, insufficient or unverified policy makes Pilot ineligible until corrected. Where Pilot's policy form offers personal-injury or invasion-of-privacy coverage, Company recommends that Pilot carry it. Where Pilot's policy form allows it and Company requests it for a specific Mission or program, Pilot will name Send a Drone, LLC as an additional insured. Failure to maintain the required insurance is a material breach.

15. Indemnification

TO THE FULLEST EXTENT PERMITTED BY TEXAS LAW, PILOT WILL DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES AND CUSTOMERS FROM THIRD-PARTY CLAIMS, DAMAGES, FINES, PENALTIES, LOSSES AND REASONABLE ATTORNEY'S FEES ARISING FROM PILOT'S UNLAWFUL OPERATION, INCLUDING ANY FLIGHT WITHOUT A REQUIRED FAA AUTHORIZATION OR WAIVER, IN RESTRICTED OR PROHIBITED AIRSPACE, OR CONTRARY TO A NOTAM, TEMPORARY FLIGHT RESTRICTION OR ALTITUDE LIMITATION; AN INACCURATE PREFLIGHT CONFIRMATION; PILOT'S FLIGHT PLANNING OR GO/NO-GO DECISION; NEGLIGENCE OR WILLFUL MISCONDUCT; BREACH OF THIS AGREEMENT; INFRINGEMENT CAUSED BY PILOT-SUPPLIED MATERIALS; FAILURE TO MAINTAIN CREDENTIALS, REGISTRATION, REMOTE ID OR INSURANCE; OR INJURY, PROPERTY DAMAGE, PRIVACY COMPLAINT OR TRESPASS ARISING FROM PILOT'S FLIGHT OR ON-SITE CONDUCT, EXCEPT TO THE EXTENT CAUSED BY THE INDEMNIFIED PARTY'S OWN NEGLIGENCE, WILLFUL MISCONDUCT, UNLAWFUL DIRECTION OR INACCURATE MISSION AUTHORIZATION.

Pilot will defend a covered claim at Pilot's expense with counsel reasonably acceptable to Company. Company will give Pilot prompt notice of the claim (a delay excuses Pilot only to the extent it prejudices the defense) and reasonable cooperation at Pilot's expense, and may take part with its own counsel at its own expense. Pilot will not settle a claim in a way that admits fault for, or imposes an obligation on, an indemnified party without Company's written consent. Pilot's insurance does not limit these obligations.

This Agreement allocates responsibility between Company and Pilot. It does not relieve Company of any duty the law imposes on Company, and it does not limit any right a third party has against Company.

16. Platform status

Company provides marketplace, consent, administrative, payment, quality-review and workflow services only. Unless a writing signed by Company expressly states otherwise, Company does not act as remote pilot in command, does not operate the aircraft and does not control flight-safety decisions. Company may suspend, cancel, reassign or refuse Missions to protect customers, Pilots, the public, the platform or legal compliance.

17. Records

Pilot keeps compliance records for at least three (3) years, or longer if the FAA or Pilot's insurer requires, and provides credential, insurance, registration, authorization, flight-log and incident information on reasonable request.

18. Suspension, performance review and termination

Either party may end this Agreement for the future at any time.

Automatic suspension. When a verified credential that eligibility depends on lapses, Pilot's account is suspended automatically until the requirement is met again. Open offers and holds are withdrawn, and upcoming assigned Missions may be reassigned.

Performance review. Company may pause an Active Pilot pending review when (a) Pilot's average customer rating across the last five completed paid Missions is below 4.0, once Pilot has completed at least five; (b) Company has confirmed two quality or performance failures by Pilot within 90 days; or (c) section 6's withdrawal review applies. A recapture caused by Pilot's error, and a no-show, each count as a confirmed failure. A recapture caused by Company, a valid unable-to-capture item, a weather, airspace, safety or consent stop, a qualifying withdrawal or a customer preference does not. Company tells Pilot the reason for a pause and considers Pilot's response before deciding.

Suspension for cause. Company may suspend or terminate Pilot's participation for lapsed or false credentials; flying after a no-go, ignoring a safety stop or flying after a consent objection; a false preflight confirmation, or flying a Mission without one; capturing the wrong property, capturing outside the Mission boundary or fabricating deliverables; circumventing the platform; data leaks, threats or harassment; an unreported incident; a chargeback or claim caused by Pilot; a failed additional-insured request under section 14; fraud or crime involving the platform; a significant incident; or material breach. Returning to Active requires Company to confirm that every eligibility requirement is met again.

19. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, COMPANY'S AGGREGATE LIABILITY TO PILOT WILL NOT EXCEED THE PAYOUT FOR THE MISSION GIVING RISE TO THE CLAIM, PLUS ANY PAYOUT EARNED AND UNPAID. NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR LOST-PROFIT DAMAGES. THESE LIMITS DO NOT APPLY TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD OR INDEMNITY OBLIGATIONS.

20. Disputes, law and venue

Payout disputes follow the Pilot Payout Policy, which provides a written decision and an owner review. After that process, or if Company does not decide within the times stated there, Pilot may pursue any legal remedy. Texas law governs, without regard to conflict-of-laws rules. Court actions must be brought in a state or federal court in Texas and, where the law allows the parties to choose venue, in Denton County, Texas, where Company's principal office is located. Either party may bring an eligible claim in small claims (justice) court. No arbitration agreement applies. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL TO THE EXTENT THE LAW ALLOWS.

21. Survival

The following survive termination or expiration of this Agreement: accrued payment obligations for completed, undisputed Missions; recovery obligations under section 12 and the Pilot Payout Policy; section 8 (incident reporting for Missions flown); section 9 for its stated period; the representations in section 4 for flights made; sections 10, 11 and 15; section 17 for its stated period; and sections 19, 20 and 21.

22. Entire agreement; changes; notices

This Agreement, the Pilot Deliverable & Conduct Standards, the Pilot Payout Policy (including the Pilot Payout Schedule), the Deliverables Standard, the Privacy Policy, the Cancellation, Refund & Recapture Policy and any Mission-specific terms are the entire agreement governing platform participation. The Mission Safety & Incident Response SOP and the Pilot Withdrawal, No-Show & No-Go Guide are guidance; the obligations they describe bind Pilot only as stated in this Agreement. Mission-specific terms control for that Mission only, then this Agreement. Unenforceable provisions are severed. Pilot may not assign this Agreement without consent; Company may assign it to an affiliate or successor.

Pilot agrees to transact electronically. Company gives notices in the platform and by email to the address on file; a notice from Company is effective when sent. Pilot gives notices to support@sendadrone.us. A notice to Company is received when it arrives, except that one arriving after 5:00 p.m. U.S. Central Time, or on a day that is not a business day, is received on the next business day. Company acknowledges incident reports within 2 business days and decides payout disputes within the times in the Pilot Payout Policy; for anything else it aims to reply within 2 business days, as a goal rather than a commitment. When Company publishes a new version of this Agreement or another required pilot document, Pilot must accept it before receiving further offers or hold requests. The platform records each acceptance with its version, a checksum of the text, the time, the IP address and the browser.