Terms & Conditions

These terms & conditions govern the sale or other provision of Work Product by Spooky Action, Inc. (“Seller”) to Buyer. Purchase of any product from the Seller on this website and payment by Buyer shall constitute Buyer’s acceptance of these terms & conditions.  

  1. Definitions. In addition to the terms defined elsewhere in the present terms and conditions, the following terms shall have the following meaning:
    1. “Agreement” shall refer to the purchase and sale agreement between the Parties, including the terms and conditions as set forth in this document.
    2. “Buyer” shall refer to the person or entity that purchases the Work Product from Seller.
    3. “Purchase Order” shall refer to any purchase order for Work Products from Buyer, including any electronic purchase order delivered electronically via Shopify.
    4. “Third Party” shall refer to any person or entity other than Seller or the Buyer, or their respective affiliates, officers, directors, employees, subcontractors, consultants, vendors, agents, representatives, invitees, licensees, successors, or assignees.
    5. “Work Product” shall refer to the goods or services purchased by Buyer from Seller or otherwise provided by Seller to the Buyer.
  2. Price and Delivery. Prices quoted are exclusive of all taxes, shipping, customs, duties, insurance or other fees. Buyer agrees to be responsible for paying any and all applicable taxes or fees, and shipping costs associated with the Work Product. 
  3. Invoicing & Payment - Full payment to be made at the time of placing order. We accept all major credit cards and Apple Pay. Only if the option "Invoice and Net 30" is selected as payment option the Seller shall invoice Buyer at the time of placing order, unless an alternative invoicing date is provided in Order Confirmation. In such case, payment for Work Product shall be due within thirty (30) days from Seller’s submission of such invoice. Invoices may be submitted by Seller electronically or in written form and will be submitted to the contact listed in Buyer’s Purchase Order. Late payments shall incur a late payment fee of 5% per month, and Seller reserves the right to delay shipment of Work Product until such payments for the Work Product are made in full.
  4. Title and Risk of Loss. The title and risk of loss for Work Product will pass to the Buyer in accordance with ExWorks (Incoterms 2020). If Buyer does not take possession of Work Product within fifteen (15) days of Seller notifying Buyer that such Work Product is available, then Seller may either (1) terminate the applicable Purchase Order or (2) immediately place such Work Product in storage. Storage shall be at the sole cost of Buyer who will be invoiced for all associated fees, including but not limited to shipping, storage fees, and insurance.
  5. Excusable Delays / Force Majeure. Seller shall not be liable nor in breach or default of its obligations under the Agreement to the extent performance of such obligations is delayed or prevented, directly or indirectly, due to causes beyond its reasonable control, including, but not limited to, acts of God, fire, terrorism, war (declared or undeclared), epidemics, pandemics, material shortages, unavailability of parts or supplies, insurrection, acts (or omissions) of Buyer or Buyer’s suppliers or agents, any act (or omission) by any governmental authority, strikes, labor disputes, transportation shortages, or third-party non-performance. The delivery or performance date shall be extended for a period equal to the time lost by reason of delay, plus such additional time as may be reasonably necessary to overcome the effect of the delay.
  6. Limited Warranty.  Subject to the provisions of this Agreement, Seller warrants to Buyer, for any new product, that the Work Product shall be free from material defects in workmanship and material (the “Warranties”). The Warranties shall expire within one (1) year from delivery of the Work Product in accordance with this Agreement. The Warranties are applicable only when operated and maintained in accordance with the Work Product’s operation and maintenance manual.  For Third Party products or accessories sold as part of the Work Product, Seller will pass on to Buyer any warranties available through the manufacturer of such accessories but Seller disclaims any and all responsibility for any deficiency in products or accessories provided by Third Parties.  For any Work Product that Seller determines fails to comply with the foregoing warranty, upon Seller receiving from Buyer the applicable Work Product prior to the end of the warranty period, Seller will either, as its sole obligation and Buyer’s sole remedy for such failure, repair or replace the applicable Work Product. Buyer accepts all responsibility for damage and loss caused during the operation of the Work Product. Work Product damaged during operation will not be covered by the foregoing Warranties, unless such damage was caused by a manufacturing defect of such Work Product. All flight accidents must be reported within 72 hours by Buyer on a Seller accident reporting form and provided together with the requested log files and video files (if applicable). If the report and information is not provided within the required time, Seller may decline to treat any repairs or replacement as part of the Warranties.
    1. In the event that the accident is deemed to be caused by operator error, exceeding the operational limits, operator negligence, or failure to follow the procedures outlined in the operation and maintenance manuals, Buyer will be responsible for all costs associated with repair or replacing the Work Product including additional expenses such as engineering tests, flight tests, and engine tests.
    2. All repaired or replaced items shall have a warranty in accordance with this section.
  7. Intellectual Property Rights. Seller retains sole and exclusive ownership of all of its intellectual property rights contained in the Work Product. No such rights of any kind are granted to Buyer. Seller shall retain all rights to technical data and information, whether patentable or not, arising out of or evolving as a result of the manufacture of the Work Product, or any other goods or products that are developed to meet Buyer’s specifications. Buyer agrees not to assert against Seller any patent rights, the scope of which is included within the manufacture of products delivered hereunder by Seller.
  8. Reverse Engineering. Buyer shall neither reverse engineer, decompile, deconstruct, disassemble, synthesize, or extract any element of and/or otherwise discover any Confidential Information, nor request nor accept any disclosure of confidential information or intellectual property from a third party who reverse engineers, decompiles, deconstructs, disassembles, synthesizes, or extracts any element of and/or otherwise discovers any Confidential Information, nor otherwise attempt to derive confidential information or intellectual property contained or embodied in the Work Product. Buyer shall not directly or indirectly, partially or completely, exactly or approximately, reproduce any of Seller’s Work Products or create derivative works of any of Seller’s Work Products.
  9. Limitation of Liability and Liability. Seller is not liable and/or responsible for the usage of any Work Product which has been modified in any form, or to which has been attached to anything, or is operated outside of the specifications of Work Product’s operations and maintenance Buyer understands and acknowledges that any unmanned aircraft covered under this Agreement or as part of the Work Product does not have a type certificate or airworthiness certificate but it authorized to be operated in compliance with Part 107 of the Federal Aviation Regulations, and any waivers or exemptions issued thereunder or under any Federal Aviation Act authority. Buyer also understands that it is not the responsibility of the Seller, but of the operator of the unmanned aircraft to register that aircraft with the Federal Aviation Administration before flight, and to mark the aircraft in compliance with Part 48 of the Federal Aviation Regulations. Buyer shall be solely responsible for operation of the Product in accordance with the Federal Aviation Regulations. NOTWITHSTANDING ANYTHING TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR INDIRECT, PUNITIVE, OR SPECIAL INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF PROPERTY, OR OTHER ECONOMIC DAMAGES. THE TOTAL AGGREGATE LIABILITY OF SPOOKY ARISING OUT OF, CONNECTED WITH OR RESULTING FROM THIS AGREEMENT OR FROM THE PERFORMANCE OR BREACH HEREOF, OR FROM ANY WORK PERFORMED BY SPOOKY, WHETHER BASED IN CONTRACT, IN TORT (INCLUDING SOLE, JOIN AND/OR COMPARATIVE NEGLIGENCE AND STRICT LIABILITY) UNDER WARRANTY OR OTHERWISE, OR UNDER ANY CAUSE OF ACTION OR LEGAL THEORY, AND NOTWITHSTANDING ANY OTHER PROVISIONS OF THIS AGREEMENT, SHALL BE LIMITED TO THE VALUE OF THE PRICE OF THE WORK PRODUCTS SOLD UNDER THIS AGREEMENT.
  10. DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES MADE BY SELLER UNDER SECTION 6 AND SECTION 11.1, ALL WORK PRODUCT IS PROVIDED BY SELLER “AS IS” AND SELLER HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER IMPLIED, EXPRESS OR STATUTORY, INCLUDING, WITHOUT LIMITATION, WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE AND ALL WARRANTIES FOR TITLE AND NON-INFRINGEMENT. SELLER SHALL NOT BE LIABLE TO BUYER FOR DIRECT, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR INCIDENTAL LOSS OR DAMAGE (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS BY REASON OF SHUTDOWN IN OPERATION OR INCREASED EXPENSES OF OPERATION) OF ANY NATURE ARISING FROM ANY CAUSE WHATSOEVER, EVEN IF SELLER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES. THE PROVISIONS OF THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT FOR ANY REASON. THIS DISCLAIMER SHALL ALSO BE PASSED ALONG TO ANY END USER BY BUYER ON BEHALF OF SELLER. DAMAGES RESULTING FROM THE FAILURE TO PROVIDE THE DISCLAIMER FOUND IN THIS SECTION TO ANY END USERS BY BUYER SHALL ENTITLE SELLER TO FULL INDEMNIFICATION BY BUYER.
  11. Indemnity. The Parties shall defend, indemnify, and save harmless the other (including its affiliates and its and their respective directors, officers, employees, contractors, and agents) from and against any third party claims, demands, suits, damages, liabilities, expenses (including, but not limited to reasonable fees and disbursements of counsel and courts costs), judgments, settlements, and penalties of every kind ("Claims") that arise (i) from injuries (including death) to persons or damage or loss of property (including from theft) resulting in whole or in part from alleged acts or omissions of the indemnifying party, including its subcontractors, employees and agents, and (ii) Buyer shall indemnify Seller (including its affiliates and its and their respective directors, officers, employees, contractors, and agents) that arise from Buyer’s operation of the Work Product. The foregoing indemnification shall apply whether either party or any indemnified party defends such Claim but will NOT apply in the event such claim, action or damage arises out of any act or omission on the part of the party seeking indemnification. The parties will supply the other with prompt notice of any written Claim that may be subject to indemnification under this Section 11, and will provide reasonable cooperation in connection with the indemnified party’s evaluation of such Claim. The parties shall defend any indemnified party, at the indemnified party's request, from and against such Claim. Promptly after receipt of such request, the parties shall assume the defense of such Claim with counsel reasonably satisfactory to the indemnified party. The parties shall not settle or compromise such Claims or consent to entry of judgment without the prior written consent of each indemnified party and without an unconditional release of all Claims by each claimant or plaintiff in favor of each indemnified party.
  12. Compliance with Laws. 
    1. Seller represents that the Work Products will be produced in compliance with any applicable laws. 
    2. Seller’s obligations under this Agreement are conditioned upon Buyer’s compliance with all applicable laws, including the laws of any country into which Seller ships Work Products pursuant to Buyer’s order.
    3. Notwithstanding any other provisions, Buyer shall timely obtain any required authorization, such as an export license, import license, foreign exchange permit, work permit or any other governmental authorization, even if Seller applies for the authorization. Buyer shall be solely responsible for obtaining, maintaining and/or effectuating any governmental authorizations or notifications, including, without limitation, the submission and approval of a spill prevention and control plan, oil processing notification, and required air permit modifications, if any, required for the lawful performance of the Work Products.
    4. Parties shall notify one another of any violations, summons, notification or revocations with respect to any required permit or license. The parties shall defend, indemnify, and save one another harmless from all liability resulting from any failure of compliance required by this paragraph.
  1.   Miscellaneous.
    1. Governing Law; Venue. The construction, interpretation, and performance of this Purchase Agreement shall be governed by and construed in accordance with the domestic laws of the State of Minnesota without regard to choice of law or conflict of laws principles.  All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Minnesota
    2. Independent Contractor. Neither Buyer nor its subcontractors, nor the employees or agents of any of them, shall be deemed to be the employees or agents of Seller or its affiliates.
    3. Severability. If any provision of this Purchase Order is held to be unenforceable, the enforceability of the remaining provisions shall not be affected.
    4. Entire Agreement. this Agreement, including any attachments hereto, embodies the entire agreement between the parties with respect to its subject matter and supersedes all prior or contemporaneous agreements and understandings, written or oral, relating to such subject matter. No agreement hereafter made shall be effective to modify or discharge this Sales Agreement, in whole or in part, unless in writing and signed by the party against whom enforcement of the modification or discharge is sought.
    5. Attorney's Fees. If either party institutes any proceeding, arbitration, suit or action arising out of or in connection with this agreement to interpret or enforce the terms of this agreement or any indemnification obligation hereunder, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs.
    6. Binding Effect. This agreement shall inure to the benefit of and shall be binding upon the parties hereto and their respective heirs, legatees, administrators, executors, legal representatives, successors and permitted assigns.