Supplemental Terms and Conditions: Provision of UAS/Drone Services – STC-02

1. DEFINITIONS.
A term with its initial letter(s) capitalized is a defined term and will have the meaning ascribed to it in these UAS Supplemental Terms; provided, however, that if not defined in these UAS Supplemental Terms, it will have the meaning ascribed to in the Standard Terms. 

1.1. “Aircraft” means a device that is used or intended to be used for flight in the air.

1.2. “Owning Party” means the Party that owns the UAS used in connection with the Services.

1.3. “Standard Terms” means the Standard Terms and Conditions for the provision of IDP Services and Goods, which are available for download on the Website.

1.4. “UAS” or “Unmanned Aircraft System” means any Aircraft and accompanying systems (including communication links and the components that control the UAS) that are operated without the possibility of human intervention from within or on the Aircraft.

1.5. “UAS Supplemental Terms” means the terms set forth herein. 

1.6. “University UAS Policy” means Policy 11.03 / Unmanned Aircraft Systems, available at https://www.wichita.edu/about/policy/ch_11/ch11_03.php.

1.7. “University Premises” means WSU owned land, buildings and vehicles; buildings and land leased by WSU from an affiliated corporation or a third party; and any other property controlled by the WSU.  University Premises may change from time to time, but they are designated on the Clery web page.

1.8. “Using Party” means a Party that operates or uses a UAS owned by the Owning Party with the Owning Party’s permission.

2. APPLICABILITY OF UAS SUPPLEMENTAL TERMS.

2.1 These Terms govern when the Services provided by IDP include the use or operation of a UAS.

2.2 These UAS Supplemental Terms constitute Supplemental Terms, as that phrase is defined in the Standard Terms.

2.3 These UAS Supplemental Terms are posted on the Website.  WSU may change these UAS Supplemental Terms at any time in its sole discretion.  Such changes shall be effective upon posting of such updates on the Website.  Buyer is responsible for periodically visiting the Website to review changes to these UAS Supplemental Terms. 

2.4 Buyer warrants it has fully reviewed, understands, and can fulfill its obligations under these UAS Supplemental Terms and agrees to be bound by these UAS Supplemental Terms and any further changes to them.

3. INDEMNITY AND HOLD HARMLESS.
In addition to any indemnification obligations set forth in the Standard Terms, Buyer agrees to indemnify, defend, and hold WSU, its officers, agents and employees, harmless from any all injuries, losses, damages, or liability of any kind arising, directly or indirectly, from Buyer’s use or operation of any UAS, whether owned by Buyer or WSU, and regardless of the location of such use or operation.

4. INSURANCE.
If the Buyer is the Owning Party, the Buyer shall, in addition to any insurance requirements set forth in the Standard Terms:

4.1 Provide a certificate of insurance evidencing insurance which meets the following requirements: (a) Occurrence-based UAS Liability insurance with a minimum of $1,000,000 in coverage per occurrence; and (b) General Liability insurance with a minimum of $1,000,000 in coverage per occurrence and $3,000,000 in coverage in the aggregate. Such policies shall: (i) name WSU as an additional insured, (ii) include coverage for personal injury; and (iii) be primary, non-contributory, and contain waiver of subrogation language.

4.2 Provide WSU with a minimum of 30 days’ notice prior to cancellation of such policies. 

4.3 Assess its own risk, and if it deems appropriate and/or prudent, maintain higher limits and/or broader coverages.

WSU makes no representation or warranty that the insurance set forth in this section will be sufficient to protect Buyer’s interest; these insurance requirements are minimum requirements only. The insurance coverage and amounts to be maintained in this section are not intended to and shall not in any manner limit or qualify the liabilities and obligations of Buyer.

5. DRONE OWNERSHIP, RESPONSIBILITY, AND CARE.

5.1 Ownership of the UAS will be specified in the Order.  Absent any indication to the contrary in the Order, the Party that purchases a UAS for use in connection with the Services shall retain ownership.

5.2 The Owning Party shall be responsible for ensuring that any UAS procured or used in connection with the Services complies with applicable restrictions, including but not limited to federal, state, or local limitations on the use of certain funds for certain types of drones. The Owning Party shall not procure or authorize use of any UAS in violation of such restrictions. 

5.3 To the extent that WSU determines that it cannot use, own, or operate any UAS as necessary to complete the Services due to these restrictions or any other restrictions, WSU may terminate the Order or modify the scope of the affected portion thereof without liability.

5.4 The Owning Party is responsible for the care and maintenance of its UAS.

5.5 Each Party is responsible for property damage or personal injury caused by its own acts or omissions during UAS operations.

5.6 If the Owning Party permits the Using Party to operate or use the UAS, the Using Party shall be responsible for any damage caused by its negligence or willful misconduct during such use. Routine wear and tear or operational use consistent with manufacturer guidance shall not be considered damage.

6. PRIVACY CONSIDERATIONS.

6.1 The Using Party must take reasonable measures to respect the privacy of individuals when operating over private property or populated areas and avoid unnecessary collection of personal data.

6.2 When WSU is the Using Party, WSU’s obligations under this section shall be limited to compliance with applicable privacy laws; WSU shall not be required to implement additional measures beyond those required by law.

7. COMPLIANCE WITH LAW AND POLICY.

7.1 All UAS operations by Buyer must comply with all applicable laws, regulations, and standards, including but not limited to privacy, data protection, aviation, and safety requirements and guidelines.

7.2 To the extent that the Services involve Buyer’s operation of UAS on University Premises, Buyer agrees to comply with the WSU Terms and Conditions for Operation of Unmanned Aircraft Systems, which are available at:
https://www.wichita.edu/administration/generalcounsel/terms-conditions-information-unmanned-aircraft.php.

7.3 If applicable, Using Party agrees to abide by the University UAS Policy.

8. DRONE DATA.
Notwithstanding anything to the contrary in the Standard Terms and unless otherwise agreed in writing by the Parties, the Owning Party shall own all data, images, recordings, or other outputs collected by the UAS (collectively, “Drone Data”) in connection with the Services.  To the extent that WSU is not the Owning Party, WSU hereby receives a worldwide, non-exclusive, royalty-free, perpetual, and irrevocable license to copy, reproduce, use, make derivative works from, and sell the Drone Data.