Master Contract Terms

Recitals

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WHEREAS, the Company operates an online platform ("Platform") that connects clients seeking drone piloting and aerial media services with qualified drone pilots;

WHEREAS, the Contractor possesses the necessary skills, expertise, licenses, and equipment to provide drone piloting and aerial media capture services;

WHEREAS, the Company desires to engage the Contractor as an independent contractor to provide such services to clients sourced through the Platform on a project-by-project basis, and the Contractor desires to provide such services, subject to the terms and conditions of this Agreement.

Agreement

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the parties agree as follows:

1. Services

a. Scope of Services: The Contractor agrees to provide drone piloting, aerial photography, and aerial videography services, and related media capture services ("Services"), to clients of the Company who request such Services through the Platform and for which the Contractor accepts the specific job booking ("Job").

b. Job Acceptance: The Company shall make available to the Contractor, notified via text message/email/phone call, information regarding potential Jobs. The Contractor is under no obligation to accept any specific Job offered by the Company. The Contractor retains the sole right to accept or decline any Job in their absolute discretion. Acceptance of a Job shall constitute a separate agreement for the provision of Services for that specific Job, subject to the terms of this Agreement.

c. Performance: The Contractor shall perform the Services in a professional and workmanlike manner, in accordance with industry standards and the specific requirements outlined for each accepted Job on the Platform.

d. Method of Performance: The Contractor shall determine the method, details, and means of performing the Services, including the sequence and timing of tasks within the agreed-upon timeframe for a Job, consistent with the Job requirements, applicable laws and regulations, and professional standards.

2. Independent Contractor Status

a. Acknowledgment: The parties expressly agree and acknowledge that the Contractor is an independent contractor and is not an employee, partner, joint venturer, or agent of the Company.

b. No Authority: The Contractor has no authority to act for or on behalf of the Company or to bind the Company in any contract or other agreement.

c. No Employee Benefits: The Contractor is not eligible for any employee benefits, including but not limited to health insurance, retirement plans, paid time off, unemployment insurance or other benefits provided by the Company. The Company shall not withhold federal or state income tax, Social Security, or Medicare taxes from payments made to the Contractor. The Contractor is not entitled to workers’ compensation benefits from the business.

d. Taxes: The Contractor is solely responsible for paying all applicable federal, state, and local taxes, including income tax and self-employment tax, arising from payments received under this Agreement. The Company will report payments to the Contractor on Form 1099-NEC or other required tax forms as required by law.

 

3. Compensation

a. Payment Terms: For each Job accepted and completed by the Contractor, the Company shall pay the Contractor according to the current payment terms, rates, and commission structures published at https://luminaerial.com/pilot-payout ("Contractor Fee"). The Contractor acknowledges that these terms may be updated by the Company at its discretion. Contractor compensation and commission retained by the Company shall be calculated after all payment processing fees from the payment provider through client payment to the Company have been completed.

b. Payout Schedule: The Contractor agrees that the payout schedule in effect at the time of acceptance of each Job, as published on https://luminaerial.com/pilot-payout, will govern the timing of payment.

c. No Guarantees: The Company does not guarantee any minimum number of Jobs or minimum amount of compensation to the Contractor under this Agreement.

4. Expenses

The Contractor shall be solely responsible for all costs and expenses incurred in performing the Services, including but not limited to:

a. Acquisition, maintenance, and repair of drones, cameras, computers, software, and all other equipment and tools necessary for the Services. Contractor warrants that all equipment and tools utilized for the Services, including drones and cameras, meet the minimum technical specifications and quality standards as periodically communicated by the Company or required for specific job assignments.

b. Travel expenses, including fuel, vehicle maintenance, and parking.

c. Internet, telecommunications, and office expenses.

d. Licensing fees, certifications, and continuing education costs.

e. Insurance premiums.

f. All taxes as described in Section 2(d).

5. Licenses and Insurance

a. Licensing: The Contractor warrants that they hold all necessary licenses, permits, and certifications required to perform the Services, including a valid FAA Part 107 Remote Pilot Certificate. The Contractor shall maintain these in good standing throughout the term of this Agreement.

b. Insurance: The Contractor shall obtain and maintain throughout the term of this Agreement, at their own expense, all necessary insurance coverage, including but not limited to Commercial General Liability insurance with a minimum coverage of $1,000,000 per occurrence including coverage for drone operations. If a client requires a higher Insurance policy prior to booking, it will be communicated to the Contractor prior to the Contractor accepting the assignment.

c. Proof of Insurance: Contractor shall provide the Company with proof of all required insurance coverage upon request and shall provide updated proof upon renewal.

6. Compliance with Laws and Regulations

The Contractor shall perform the Services in strict compliance with all applicable federal, state, and local laws, regulations, and ordinances, including without limitation, all regulations and guidelines promulgated by the Federal Aviation Administration (FAA), and any local regulations regarding drone operation.

 

7. Background Checks

The Contractor acknowledges that the Company may, at its discretion and expense, conduct background checks on the Contractor. The Contractor agrees to cooperate with any such background check process as outlined by the Company on the Platform. Failure to cooperate with a background check or unsatisfactory results from a background check, as determined by solely by the Company, may result in the immediate termination of this Agreement. 

 

8. Confidentiality

a. Confidential Information: During the course of this Agreement, the Contractor may have access to confidential information belonging to the Company, its clients, or other users of the Platform, including business plans, client information, Job details, payment information, and technical data ("Confidential Information"). 

b. Obligation: The Contractor agrees to keep all Confidential Information strictly confidential and shall not disclose, use, or permit the use of Confidential Information for any purpose other than the performance of Services for the Company's clients as authorized by this Agreement. 

c. Duration: This confidentiality obligation shall survive the termination of this Agreement. 

 

9. Intellectual Property

a. Work Product: The deliverables created by the Contractor for a specific Job (e.g., photographs, video footage, edited media) are referred to as the "Work Product." 

b. License to Company: Upon delivery of the Work Product for a Job, the Contractor grants the Company a perpetual, non-exclusive, worldwide, royalty-free license to use, reproduce, modify (as necessary for delivery to the client and for marketing/advertising), distribute, and display the Work Product for the purpose of providing the Services to the client who booked the Job through the Platform and as necessary for the operation of the Platform, as well as to display portfolios of Contractors on the Platform, and marketing/advertising.  

c. Rights Granted to Client: The Contractor agrees that upon successful completion of a Job and full payment of the Job fee by the client to the Company, the client shall be granted a non-exclusive, perpetual, worldwide, royalty-free license to use, reproduce, and display the final Work Product for Client's intended use, e.g., personal or commercial purposes as specified in the Job details. The Contractor retains ownership of any raw footage unless otherwise specified in the Job requirements or agreed upon in writing. 

d. Contractor Portfolio Use: The Contractor may use portions of the Work Product for their own portfolio or marketing purposes, provided such use does not disclose client-specific Confidential Information or violate the client's privacy, unless otherwise agreed upon in the Job details. 

 

10. Term and Termination

a. Term: This Agreement shall commence on the Effective Date and shall continue until terminated by either party in accordance with the terms herein. 

b. Termination by Either Party: Either party may terminate this Agreement at any time, with or without cause, by providing 14 days' written notice to the other party. 

c. Termination by Company for Cause: The Company may terminate this Agreement immediately upon written notice if the Contractor: 

i. Breaches any material term of this Agreement. 

ii. Fails to maintain required licenses or insurance. 

iii. Engages in conduct detrimental to the Company, the Platform, or its users in accordance with the Code of Conduct. 

iv. Fails to perform accepted Jobs according to the agreed-upon requirements or professional standards. 

d. Effect of Termination: Upon termination of this Agreement: 

i. The Contractor shall immediately cease performing Services for clients sourced through the Platform. 

ii. The Company shall pay the Contractor any outstanding Contractor Fees for Jobs completed and accepted by the client prior to the effective date of termination, less any amounts owed by the Contractor to the Company (e.g., due to refunds issued for pilot failure). 

iii. All provisions that by their nature should survive termination (including but not limited to Confidentiality, Intellectual Property, Indemnification, and Governing Law) shall remain in effect. 

e. Job Cancellation: Specific Job cancellations, whether by the client, pilot, or due to unforeseen circumstances, shall be handled according to the Company's Refund Policy and Terms of Service, as referenced in this Agreement and available on the Platform. In the event a refund is issued to a client for a Job accepted by the Contractor, the Contractor agrees that the corresponding Contractor Fee for that Job may be reduced, withheld, or reclaimed by the Company, as per the Company's Refund Policy and the terms agreed upon for that Job. 

 

11. Non-circumvention 

a.  During the Term of this Agreement and for a period of 12  months following the effective date of termination of this Agreement for any reason (the "Restricted Period"), Contractor shall not, directly or indirectly, solicit, contact, communicate with, pursue, contract with, or provide any drone piloting, aerial photography, aerial videography, or other aerial media capture services, or any services similar to those offered by Lumin Aerial LLC (collectively, "Restricted Services"), to any Client: 

    i.  Who was introduced to Contractor by Lumin Aerial LLC; or 

    Ii.  With whom Contractor had any contact, communication, or interaction in connection with any Job or opportunity presented by or sourced through Lumin Aerial LLC. 

b.  The restriction in Section 11.1 applies regardless of whether the Restricted Services are provided at a lower rate than offered by Lumin Aerial LLC or whether such services are provided independently of the Lumin Aerial LLC Platform or systems. 

c.  The restrictions in Section 11.1 shall not apply to clients with whom Contractor had an established business relationship for Restricted Services prior to being introduced to such client by Lumin Aerial LLC, provided Contractor can demonstrate such pre-existing relationship upon request. 

d.  Contractor acknowledges that Lumin Aerial LLC's primary business involves identifying and securing clients for aerial media services. Contractor agrees that the restrictions in this Section 11 are reasonable and necessary to protect Lumin Aerial LLC's legitimate business interests and investments in client acquisition and development. 

e. Remedies for Breach: Contractor agrees that a breach of this Section 11 would cause irreparable harm to Lumin Aerial LLC for which monetary damages would be inadequate. Therefore, in the event of a breach or threatened breach of this Section 11, Lumin Aerial LLC shall be entitled to seek injunctive relief (an order from a court prohibiting the activity) in addition to any other remedies available at law or in equity. Furthermore, if Contractor breaches this Section 11 by providing Restricted Services to a covered Client during the Restricted Period, Contractor agrees to pay Lumin Aerial LLC as liquidated damages, and not as a penalty, an amount equal to three (3) times the total amount Lumin Aerial LLC would have earned from that Client had all subsequent services provided by Contractor to that Client during the Restricted Period been booked through Lumin Aerial LLC. Contractor acknowledges that this liquidated damages amount is a reasonable estimate of the actual damages Lumin Aerial LLC would suffer from such a breach, which would be difficult to ascertain precisely. 

 

12. Indemnification

The Contractor agrees to indemnify, defend, and hold harmless the Company, its officers, directors, employees, agents, and Platform users from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: 

a. The Contractor's performance or failure to perform the Services, including any acts or omissions of the Contractor or their assistants. 

b. Any breach of this Agreement by the Contractor. 

c. Any claim that the Work Product infringes upon the intellectual property rights of any third party. 

d. Any injury, death, or property damage caused by the Contractor or their equipment, including drones, during the performance of Services. 

e. Any violation of laws or regulations by the Contractor. 

 

13. Data Security 

The Contractor shall exercise reasonable care in handling, storing, and transmitting all Work Product and Confidential Information, employing industry-standard security measures to prevent unauthorized access, disclosure, or loss. 

 

14. Limitation of Liability 

In no event shall the Company be liable to the Contractor for any indirect, incidental, special, consequential, or punitive damages arising out of or related to this Agreement or the use of the Platform, even if the Company has been advised of the possibility of such damages. The Company's total liability to the Contractor under this Agreement shall not exceed the total Contractor Fees paid by the Company to the Contractor during the six (6) month period immediately preceding the event giving rise to the claim. 

 

15. Dispute Resolution

In the event of any dispute arising out of or relating to this Agreement, the parties shall first attempt to resolve the dispute through good-faith negotiation. If the dispute cannot be handled through negotiation within 60 days, the parties agree to engage in non-binding mediation in Maricopa County, Arizona, with a mutually agreed-upon mediator, prior to initiating any legal action. 

 

16. Force Majeure 

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if such delay or failure is caused by acts of God, war, terrorism, riots, embargoes, fires, strikes, floods, earthquakes, epidemics, or other causes beyond the reasonable control of the affected party promptly notifies the other party of such event and uses reasonable efforts to resume performance.  

 

17. Governing Law and Venue 

This Agreement shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles. Any dispute arising out of or related to this Agreement shall be brought exclusively in the state or federal courts located in Maricopa County, Arizona.

 

18. Entire Agreement 

This Agreement, together with the terms and conditions of the Lumin Aerial Platform (including the Refund Policy and any specific Job terms accepted by the Contractor on the Platform, which are incorporated herein by reference), constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, inducements, and conditions, express or implied, oral or written, between the parties. By signing this Agreement, Contractor acknowledges that they have read, understood, and agree to be bound by the Company’s Refund Policy and the Lumin Aerial Platform Terms of Service, both of which are incorporated by reference herein.  

 

19. Notices 

Any notices required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth above (or such other address as a party may designate in writing) by personal delivery, certified mail, return receipt requested, or by email with confirmation of receipt. 

 

20. Assignment 

The Contractor may not assign or transfer their rights or obligations under this Agreement without the prior written consent of the Company. The Company may assign or transfer its rights and obligations under this Agreement. 

 

21. Waiver

The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision, nor shall it affect the validity of this Agreement or any part hereof. 

 

22. Severability 

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. 

 

23. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Electronic signatures shall be deemed original signatures for all purposes.

 

24. Living Document/Updates

The Contractor acknowledges and agrees that the full Independent Contractor Agreement, including all terms, rates, and policies, is maintained as a living document on the Company’s website at https://luminaerial.com/pilot-agreement. The Contractor agrees that by signing this Agreement, they are accepting the most current version of the Agreement as posted on the website. The Company may update the Agreement at its discretion, and the Contractor will be notified of material changes via email.