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DRONE LEGENDS

NON-EXCLUSIVE LICENSE AGREEMENT

  • 1. Definitions.
    • 1.1.   “Field of Use” shall mean for use by an accredited educational institution for educational purposes only;
    • 1.2.  “License” shall have the meaning set forth in Section 2.1 of the Agreement.
    • 1.3.  “Curriculum” shall mean a) Licensor’s interest in any of the Drone Legends curriculum products and services, b) any revisions or updates thereto, c) any training, manuals, or materials in connection therewith, d) any Derivative Work(s) created therefrom, and e) any works whose use, performance, production, reproduction, display, distribution, or sale would, absent the License granted under the Agreement, constitute an infringement, inducement of infringement, or contributory infringement, of Licensor’s intellectual property rights. Notwithstanding the foregoing, the Curriculum shall expressly exclude DroneBlocks™ and Tello® and any other Third-Party Application.
    • 1.4.  “Derivative Work(s)” shall mean any revision, enhancement, modification, translation, abridgement, condensation, expansion, or otherwise, created by Licensee or any of Licensee’s students or users, that is based upon the Curriculum or a portion thereof.
  • 2. Grant of License; Limitations; No Unauthorized Use..
    • 2.1. Subject to the terms, conditions, and limitations set forth in the Agreement, Licensor hereby grants to Licensee a limited non-exclusive, non-sublicensable, non-assignable, non-transferable, non-commercial license of the Curriculum within the Field of Use (the “License”).
    • 2.2. Licensor reserves to itself all rights to the Curriculum not expressly granted to Licensee in accordance with this Agreement. Licensor retains all copyright, patent, trademark, proprietary, and other intellectual property rights in and to the Curriculum. Licensee acknowledges that the Curriculum, all copies of the Curriculum, any Derivative Works, compilations, and collective works of the Curriculum, and any know-how and trade secrets related to the Curriculum are the sole and exclusive property of Licensor and contain Licensor’s confidential and proprietary materials.
    • 2.3. Licensee acknowledges that the Curriculum furnished to Licensee by Licensor involve valuable proprietary rights of Licensor. Licensee will take reasonably appropriate steps and precautions for the protection of the Curriculum. Without limiting the generality of the foregoing, Licensee will use its reasonable efforts to prevent any Unauthorized Use and promptly notify Licensor in writing of any Unauthorized Use that comes to Licensee’s attention. In the event of any Unauthorized Use by anyone who obtained access to the Curriculum directly or indirectly through Licensee or any its subsidiaries, affiliates, or any of their employees, agents, representatives, or contractors, Licensee will assist Licensor in taking all steps reasonably necessary to terminate such Unauthorized Use and to retrieve any copy of the applicable Curriculum in the possession or control of the person or entity engaging in such Unauthorized Use. Licensee will provide to Licensor such cooperation and assistance related to any such Unauthorized Use as Licensor may reasonably request. “Unauthorized Use” means any use, possession, knowledge, viewing, inspection, examination, copying, disclosure, or other activity involving any part of the Curriculum that is not expressly authorized under this Agreement or otherwise in writing by Licensor.
    • 2.4. The Licensee agrees to immediately disclose to the Licensor any and all improvements, suggestions, enhancements, derivatives, spinoffs, inventions, adjustments, byproducts, translations, and Derivative Works of the Curriculum which are developed, conceived, or reduced to practice and which shall be the sole and exclusive property of the Licensor, but shall be subject to the licenses herein granted, and Licensee agrees to assign to the Licensor any right, title, or interest the Licensee may have. The Licensee agrees to execute any instruments and to do all other things reasonably requested by the Licensor (both during and after the term of this Agreement) in order to vest more fully in the Licensor all ownership rights in those items transferred by the Licensee to the Licensor.
    • 2.5. THE LICENSES GRANTED HEREIN SHALL NOT CONFER ANY OWNERSHIP RIGHTS TO LICENSEE.  OWNERSHIP OF ALL RIGHT, TITLE, AND INTEREST IN OR TO THE CURRICULUM, IS, AND SHALL REMAIN, EXCLUSIVE TO THE LICENSOR.

  • 3. Term of License..
    • This Agreement and the License granted hereunder will commence upon the Effective Date and shall continue for a period of one (1) year with the option to be renewed for an additional term of one (1) year, unless terminated in accordance with this Agreement or unless Licensor provides prior notice of its intention to not renew.
  • 4. License Fee; Additional Fees; Taxes. .
    • 4.1. License Fee. In consideration for the License, Licensee will pay to Licensor a non-refundable License Fee as set forth in the invoice(s) issued by Dynamic Learning Experiences, LLC.
    • 4.2. Additional Add-On Fees . In consideration for content, items, products, or services other than the License, Licensee will pay to Licensor the non-refundable fees as set forth in invoice(s) issued by Dynamic Learning Experiences, LLC.
    • 4.3. Taxes . The fees under this Agreement do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Licensee is responsible for paying all Taxes associated with Licensee’s purchases hereunder. If Licensor has the legal obligation to pay or collect Taxes for which Licensee is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides Licensor with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, Licensor is only responsible for taxes assessable against Licensor based on its income, property and employees.
  • 5. Termination; Obligations upon Termination; Survival of Obligations..
    • 5.1. Cancellation. If Licensee commits a material breach or default in the performance of any of its obligations under this Agreement, then Licensor may give the Licensee written notice of the material breach or default and of Licensor’s intention to terminate the Agreement if the material breach or default is not cured within ten (10) days after the Licensee’s receipt of such notice. If Licensee fails to cure a material breach or default specified in the notice within 10 days after receipt of such notice, then Licensor may terminate this Agreement by giving Licensee written notice of termination.
    • 5.2. Obligations upon Termination. Upon termination of this Agreement, all of Licensee’s licenses, rights, and privileges hereunder shall cease and terminate; provided that no termination of this Agreement shall release Licensee from any of its obligations accrued hereunder or give rise to any rights to rescind anything done or any payment made or other consideration given hereunder prior to the time such termination becomes effective. Licensee will return or destroy all copies of the Curriculum within ten (10) days of such termination, and immediately thereafter, if requested by Licensor in writing, provide Licensor with a written certification signed by an authorized Licensee representative certifying that all copies of such Curriculum have been returned or destroyed and all use of such Curriculum has been discontinued.
  • 6. Restrictions on Use, Modification, and Transfer. .
    • 6.1. Notwithstanding anything to the foregoing in this Agreement, Licensee will not, and will not permit or authorize third parties to: a) remove or destroy any proprietary marks or legends including, but not limited to, trademarks and copyright notices placed upon or contained within the Curriculum by or for the benefit of Licensor; b) attempt to gain unauthorized access to the Curriculum; c) make the Curriculum available to, or use the Curriculum for the benefit of, anyone other than Licensee and in each case not for general public access or for use; d) except as specifically provided in Section 2.1, sell, offer for sale, resell, license, sublicense, distribute, rent, lease, transfer, loan, create derivative works from, modify, port, translate, localize, reproduce, republish, use, or otherwise exploit the Curriculum, or include the Curriculum in a service bureau or outsourcing offering, or otherwise make the Curriculum available to any third party; e) access the Curriculum in order to build a competitive product or service or authorize any person or business entity access to the Curriculum who is also a direct or indirect competitor of Licensor; f) reverse engineer, decompile, disassemble, attempt to derive the source code from, or otherwise attempt to circumvent any security and/or anti-piracy systems of the Curriculum; g) access the Curriculum for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes; h) use the Curriculum in violation or to violate any law, statute, ordinance or regulation (including but not limited to the laws and regulations governing export/import control, unfair competition, anti-discrimination and/or false advertising); i) file copyright, trademark, patent, or any other intellectual property filings or applications that include the Curriculum, any Derivative Works, or any portion thereof; j) use or access the Curriculum in any way that, in Licensor’s judgment, adversely affects the performance or function of the Curriculum or interferes with the ability of authorized parties to access the Curriculum; or k) attempt to use the Curriculum for any purposes other than those intended by Licensor, as determined by Licensor in its sole discretion.
    • 6.2. Licensee shall not use the Curriculum contrary to the terms of this Agreement and Licensee shall use the Curriculum only in accordance with applicable laws and government regulations. In the event of any breach, or reasonably anticipated breach of, this subsection, in addition to any other remedies available at law or in equity, Licensor shall have the right, in Licensor’s sole discretion, to immediately terminate the Agreement.
  • 7. Curriculum Provided As-Is; Indemnity; Limitation of Liability/Damages. .
    • 7.1. Indemnity. The Licensee shall indemnify, defend, and hold Licensor harmless to the maximum extent permitted by law from and against any and all claims, losses, damages, costs, expenses or other liabilities, including without limitation, reasonable attorney’s fees arising out of or relating to (i) Licensee’s or a third party’s use of the Curriculum or any Third-Party Application, (ii) the acts, errors, and/or omissions of the Licensee and its officers, directors, employees, agents, students, representatives, contractors, and affiliates, or (iii) the breach of any term, representation, covenant, or warranty made under this Agreement by the Licensee and its officers, directors, employees, agents, representatives, students, contractors, and affiliates.
    • 7.2. LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, AND EXPRESSLY DISCLAIMS ANY WARRANTY WHATSOEVER, WITH RESPECT TO ANY MATTER RELATING TO OR IN CONNECTION WITH THE CURRICULUM OR ANY THIRD-PARTY APPLICATION.  IN ADDITION, LICENSOR DOES NOT REPRESENT OR WARRANT THAT THE CURRICULUM OR THIRD-PARTY APPLICATION WILL BE ERROR FREE, SECURE, OR OPERATE UNINTERRUPTED, AND THE CURRICULUM AND ANY THIRD-PARTY APPLICATION IS HEREBY PROVIDED “AS IS” AND “WHERE IS.” 
    • 7.3. LICENSOR SHALL NOT BE LIABLE TO LICENSEE, THE STUDENTS OF LICENSEE, OR ANYONE CLAIMING THROUGH LICENSEE, OR USERS OF THE CURRICULUM, FOR ANY DAMAGES NOT EXPRESSLY PERMITTED IN THIS AGREEMENT, WHETHER ARISING FROM BREACH OF CONTRACT, BREACH OF WARRANTY, IN TORT (INCLUDING ANY DAMAGE ARISING FROM THE NEGLIGENCE OF LICENSOR), OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILTIY OF SUCH DAMAGES, INCLUDING, BUT NOT LIMITED TO: INCIDENTAL, CONSEQUENTIAL, INDIRECT, ACTUAL, COMPENSATORY, SPECIAL, DELAY, OR PUNITIVE DAMAGES; LOST PROFITS, INCOME, WAGES OR REVENUES; LOST PRIZE MONIES OR WINNINGS; LABOR COSTS; LOSS OF USE; MATERIAL, REPAIR AND/OR REPLACEMENT COSTS NOT SPECIFICALLY PROVIDED FOR HEREIN; TRANSPORTATION; DAMAGE TO PROPERTY; INJURY TO PERSONS, INCLUDING PAIN AND SUFFERING, LOST INCOME, MENTAL DISTRESS, MEDICAL OR FUNERAL EXPENSES, LOSS OF CONSORTIUM; OR FOR ANY OTHER LOSSES, INCLUDING ATTORNEY FEES AND COSTS. IN ADDITION TO THE FOREGOING, LICENSEE HEREBY RELEASES LICENSOR FROM, AND IN RESPECT OF ANY AND ALL CLAIMS, ACTIONS, DAMAGES, LOSSES, LIABILITIES, COSTS AND EXPENSES RESULTING FROM, RELATING TO OR ARISING OUT OF LICENSEE’S USE OF THE CURRICULUM THAT IS COVERED BY LICENSEE’S OWN INSURANCE, OR THAT IS NOT COVERED BY LICENSOR’S INSURANCE COVERAGE, OR THAT IS IN EXCESS OF LICENSOR’S AVAILABLE INSURANCE COVERAGE POLICY LIMITS.
    • 7.4. NOTWITHSTANDING ANYTHING TO THE FOREGOING IN THIS AGREEMENT, IN NO EVENT SHALL LICENSOR’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE TOTAL AMOUNT OF LICENSE FEES RECEIVED BY LICENSOR FROM LICENSEE UNDER THIS AGREEMENT DURING THE PREVIOUS SIX (6) MONTHS. THE LIMITATIONS OF LIABILITY REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES. THE LIMITATIONS SPECIFIED IN THIS SECTION 7.3 WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. HOWEVER, THE ABOVE LIMITATIONS WILL NOT LIMIT LICENSEE’S PAYMENT OBLIGATIONS.
  • 8. U.S. Law/Export Notice.
    • Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Curriculum, including technical data. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) Licensee shall not permit access to the Curriculum, including technical data, in violation of any U.S. export embargo, prohibition, or restriction. Licensee will not remove from the United States, or otherwise export or re-export the Curriculum, including technical data, provided hereunder without the prior express written permission of Licensor, and then only in accordance with United States and other applicable export laws and regulations, including, without limitation, the Export Control Act 2002, the U.S. Export Administration Act, the Dual Use Items (Export Control) Regulations 2000, and the export laws and regulations applied by the U.S. Department of Commerce. Licensee acknowledges that it has the responsibility to obtain licenses to export, re-export, or import the Curriculum. Licensee agrees to indemnify and hold harmless Licensor and its officers, employees, and affiliates against all claims, suits, proceedings losses, liability, damages, expenses or costs arising from any breach of this Section.
  • 9. Third Party Content.
    • 9.1. Third-Party Products and Services. Licensor may make available third-party products or services, including, for example, DroneBlocks, Tello, and their respective software, hardware, firmware, APIs, SDKs, manuals, documentation, and the like (the “Third-Party Applications”). Any acquisition by Licensee of such non-Licensor products or services, including but not limited to Third-Party Applications and implementation, customization and other consulting services, and any exchange of data between Licensee and any third-party provider, is solely between Licensee and the applicable non-Licensor provider. Licensor does not warrant, license, or support Third-Party Applications or other non-Licensor products or services.
    • 9.2. Integration with Third-Party Applications. The Curriculum contains features designed to interoperate with Third-Party Applications. To use such features, Licensee may be required to obtain access to Third-Party Applications from their providers, and may be required to grant Licensor access to Licensee’s account(s) on the Third-Party Applications. If the provider of a Third-Party Application ceases to make the Third-Party Application available for interoperation with the corresponding Curriculum features on reasonable terms, changes or limits its licensing terms, or otherwise prevents or inhibits the Licensor from accessing the Third-Party Application under terms reasonable in Licensor’s sole discretion, Licensor may cease providing those affected Curriculum features without entitling Licensee to any refund, credit, or other compensation.
  • 10. Miscellaneous..
    • 10.1. Relationship. Licensor and Licensee will be and act as independent contractors (and not as the agent or representatives of the other) in the performance of this Agreement. This Agreement will not be interpreted or construed as: (a) creating or evidencing any association, joint venture, partnership, or franchise between the parties; (b) imposing any partnership or franchise obligation or liability on either party; or (c) prohibiting or restricting Licensor’s performance of any services for any third party or the provision of products or Curriculum to any third party. Licensee must not represent to anyone that Licensee is an agent of Licensor or is otherwise authorized to bind or commit Licensor in any way without Licensor’s prior authorization.
    • 10.2. Assignments. This Agreement and the rights and obligations thereunder with respect to Licensee are personal to Licensee and may not be assigned by any act of Licensee or by operation of law without the prior written consent of Licensor. Licensor shall have the unfettered right to assign this Agreement to any party in its sole discretion.
    • 10.3. Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid by a court of competent jurisdiction, the remaining portions of this Agreement will remain in full force and effect. If any limitation or restriction on the grant of any license to Licensee under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
    • 10.4. Surviving Provisions. Sections which by their very nature are meant to survive, shall survive termination.
    • 10.5. Modifications of Agreement; No Waiver; Entire Agreement. No waiver or modification of any of the terms of this Agreement shall be valid unless in writing, signed by both parties. Failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of rights, and a waiver by either party of a default in one or more instances shall not be construed as a continuing waiver or as a waiver in other instances. This Agreement contains the entire understanding of the parties with respect to its subject matter. Any and all representations or agreements by any agent or representative of either party to the contrary shall be of no effect. Licensor will not be bound by, and specifically objects to, any term, condition or other provision that is different from or in addition to this Agreement (whether or not it would materially alter this Agreement) that is proffered by Licensee in any receipt, acceptance, confirmation, correspondence, or otherwise, unless Licensor specifically agrees to such provision in writing and signed by an authorized agent of Licensor.
    • 10.6. Governing Law; Venue. To the fullest extent permitted by law, this Agreement is governed by the internal substantive laws of the State of New Jersey, U.S.A., excluding (i) New Jersey’s conflicts of laws principles; (ii) the United Nations Convention on Contracts for the International Sale of Goods; (iii) the 1974 Convention on the Limitation Period in the International Sale of Goods; and (iv) the Protocol amending the 1974 Convention, done at Vienna April 11, 1980. To the fullest extent permitted by law, the controlling language for this Agreement is English and any translation has been provided solely for convenience. The parties agree to the exclusive jurisdiction and venue of the Superior Court of New Jersey, Burlington Vicinage, for any and all disputes under this Agreement.
    • 10.7. Notices. Any notice required or permitted to be given in accordance with this Agreement will be effective if it is in writing and sent electronically with a copy sent by certified or registered mail, or insured courier, return receipt requested, to the appropriate party at their principal place of business or registered agent. Either party may change its address for receipt of notice by notice to the other party in accordance with this Section. Notices are deemed given two business days following the date of sending/mailing or one business day following delivery to a courier.
    • 10.8. Attorney Fees. Licensee shall pay on demand all of Licensor’s reasonable attorney fees and other costs incurred by Licensor to collect any fees or charges due Licensor under this Agreement.
    • 10.9. Force Majeure. The Licensor shall not be liable for any expense, loss or damage resulting from delay or prevention of performance caused by fires, floods, acts of God, strikes, labor disputes, labor shortages, lack of or reasonable inability to obtain materials, fuel, supplies, or other equipment, riots, thefts, accidents, transportation delays, acts or failure to act of government or Licensee, delay in obtaining licenses or required permits, unusually severe weather, pandemics, states of emergency or other emergency declaration, or any other cause whatsoever, whether similar or dissimilar to those enumerated above, beyond the reasonable control of the Licensor. In the event of any delay arising by reason of the foregoing, the time for performance shall be extended by a period of time equal to the time lost by reason of such delay.
    • 10.10. Third Party Beneficiaries. There are no third-party beneficiaries under this Agreement. Licensee’s users, students, or users of the Curriculum do not have any rights under this Agreement.
    • 10.11. Waiver of Jury Trial. LICENSOR AND LICENSEE ACKNOWLEDGE THAT THE RIGHT TO TRIAL BY JURY IS A CONSTITUTIONAL ONE, BUT THAT IT MAY BE WAIVED. EACH OF LICENSOR AND LICENSEE, AFTER CONSULTING (OR HAVING THE OPPORTUNITY TO CONSULT) WITH COUNSEL OF ITS CHOICE, KNOWINGLY VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION OR OTHER LEGAL PROCEEDING
    • 10.12. When Binding. The Agreement is not binding upon the parties until the Licensee has signed, dated, and returned the Agreement and initial payment set forth on the Order Form is received by Licensor.

Return Policy

Product bundles may be returned for any reason within 15 days of receipt. Product must be in original packaging, unopened and with all parts, accessories, and written materials included. All returned items must be returned postage prepaid and insured by the customer. Incomplete or opened packages may be subject to a restocking fee.


Defective materials may be returned within 30 days after receipt for an exchange.


All returns require an RMA number from Dynamic Learning Experiences. Please contact us at returns@dronelegends.com to get an RMA number before returning any products. Returned items must be received within 30 calendar days after issuance of the RMA number or the return right will be forfeited. Items returned without an RMA number may be refused or subject to a restocking fee.


Products and services are provided “as is” and without any warranty of any kind. DYNAMIC LEARNING EXPERIENCES MAKES NO WARRANTY, AND EXPRESSLY DISCLAIMS ALL, REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER IN WRITING, IMPLIED, OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, OR ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. PRODUCTS AND SERVICES PROVIDED BY DYNAMIC LEARNING EXPERIENCES ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND BY DYNAMIC LEARNING EXPERIENCES. Manufacturers of third-party branded products may provide other warranties. Warranty claims for third-party branded products will be handled by their respective manufacturers. It is recommended that the customer retain all original packaging in the event materials need to be returned to the manufacturer.



DYNAMIC LEARNING EXPERIENCES IS NOT RESPONSIBLE FOR LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, LOSS OF REPUTATION, LOSS OF, DAMAGE TO, COMPROMISE OR CORRUPTION OF DATA, OR ANY OTHER SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES CAUSED BY THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT, OR ANY BREACH OF ANY WARRANTY OR CONDITION REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED, AND EVEN IF DYNAMIC LEARNING EXPERIENCES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOR SHALL RECOVERY OF ANY KIND AGAINST DYNAMIC LEARNING EXPERIENCES BE GREATER IN AMOUNT THAN THE PURCHASE PRICE OF DYNAMIC LEARNING EXPERIENCES. WITHOUT LIMITING THE FOREGOING, PURCHASER ASSUMES ALL RISK AND LIABILITY FOR LOSS, DAMAGE OR INJURY TO PURCHASER AND PURCHASER’S PROPERTY AND TO OTHERS AND THEIR PROPERTY ARISING OUT OF THE USE, MISUSE OR INABILITY TO USE THIS PRODUCT SOLD BY DYNAMIC LEARNING EXPERIENCES NOT CAUSED DIRECTLY BY THE GROSS NEGLIGENCE OF DYNAMIC LEARNING EXPERIENCES.


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Copyright © 2022 Drone Legends™ Drone Legends and the Drone Legends Logo are registered trademarks of Dynamic Learning Experiences, L.L.C. - All Rights Reserved.

*NGSS is a registered trademark of WestEd. Neither WestEd nor the lead states and partners that developed the Next Generation Science Standards were involved in the production of this product, and do not endorse it.