PANORAMIC PRODUCTIONS LLC
BASIC TERMS
Clear expectations for a smooth project
1. Services and delivery. Panoramic Productions LLC (“Panoramic”) will provide the services and deliverables shown in the Work Order. Finished files will be delivered electronically unless the parties agree otherwise. Raw or unedited files are not included unless listed in the Work Order. Client is responsible for downloading and safely storing delivered files.
2. Independent contractor. Panoramic is an independent contractor—not Client’s employee, partner, agent, or joint venturer. Panoramic controls how the services are performed and supplies its own personnel, equipment, insurance, and taxes. Neither party may bind the other to an obligation.
3. Client responsibilities. Client will provide timely access; confirm that the owner or authorized party permits photography, recording, and drone operations; identify property hazards or restrictions; and have the property ready at the scheduled time. Client is responsible for obtaining releases or approvals for people, artwork, trademarks, music, or other third-party material Client asks Panoramic to include.
4. Drone operations, licensing, and insurance. Panoramic Productions LLC is an Iowa limited liability company and maintains liability insurance appropriate to its services. Drone operations are conducted under the direction of an FAA-certificated Remote Pilot under 14 C.F.R. Part 107. Every flight remains subject to weather, safety, FAA requirements, airspace authorization, privacy considerations, and site conditions. Panoramic may delay, modify, or decline an unsafe or unlawful flight without being in breach.
5. Scheduling, changes, and travel. Both parties will communicate promptly about scheduling. Client-requested changes, extra editing, or a reshoot caused by property readiness, access, inaccurate instructions, or later changes to the property may result in additional charges. Additional work will be quoted or approved before it is performed whenever reasonably practicable. Completed work and nonrefundable expenses remain payable. Any travel fee will be disclosed and approved in advance.
6. Payment. Payment is due upon delivery unless the Work Order or invoice states another due date. Panoramic may withhold final downloadable high-resolution files or usage rights until full payment. Client will promptly identify any good-faith invoice question and pay all undisputed amounts when due. Reasonable collection costs may be recovered to the extent allowed by law.
7. Copyright and permitted use. Panoramic retains copyright in its work. After full payment, Client receives a nonexclusive, nontransferable license to use the delivered files to market or promote Client, the property, business, organization, event, or project identified in the Work Order. Client may provide the files to listing platforms, websites, social-media platforms, advertising services, printers, publications, and other vendors solely for those authorized purposes. Broader use, resale, sublicensing, or transfer requires Panoramic’s written permission. Panoramic may use selected work in its portfolio, website, social media, advertising, and other promotional materials unless Client requests confidentiality in writing before the shoot.
8. Confidentiality. Each party will use reasonable care to protect nonpublic business, access, security, pricing, and personal information received from the other and will use it only for purposes related to the project. This duty does not cover information that is public through no breach of this agreement, already lawfully known, independently developed, or required to be disclosed by law. Public listing information and portfolio or promotional use permitted under Section 7 are not confidential.
9. Professional standard and limited warranty. Panoramic will perform the services in a professional and workmanlike manner. Client must report a material delivery defect within seven days after delivery and allow Panoramic a reasonable opportunity to correct it. Except for this promise, and to the fullest extent allowed by law, Panoramic makes no other express or implied warranty and does not guarantee a sale, market response, platform acceptance, uninterrupted availability, a particular flight, or a particular business result.
10. Allocation of risk and liability. Neither party will be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits or lost opportunities. To the fullest extent allowed by law, Panoramic’s total liability arising from this agreement will not exceed the fees Client paid or owes for the affected project. These limits do not apply to liability that cannot legally be limited or to a party’s fraud, willful misconduct, or gross negligence. Client is responsible for claims or losses caused by Client’s lack of authority, unsafe conditions not disclosed to Panoramic, or materials and instructions supplied by Client.
11. Breach and opportunity to cure. If either party believes the other has materially breached this agreement, it will give written notice describing the problem and allow ten calendar days to cure when a cure is reasonably possible. No cure period is required for an immediate safety or legal concern, unauthorized use or disclosure of intellectual property or confidential information, or failure to pay an undisputed amount after written notice.
12. Termination. Either party may terminate before services begin by written notice. After work begins, either party may terminate for a material breach that is not timely cured. Panoramic may stop work immediately for safety concerns, unlawful conduct, denied access, or nonpayment. On termination, Client will pay for work completed, approved added work, and nonrefundable expenses incurred through the termination date. Sections concerning payment, intellectual property, confidentiality, liability, disputes, and governing law survive termination.
13. Dispute resolution and binding arbitration. The parties will first try in good faith to resolve a dispute through direct discussion. If the dispute is not resolved within fifteen days after written notice, either party may request mediation in Winneshiek County, Iowa. If mediation is declined or does not resolve the dispute within thirty days after mediation is requested, the dispute will, to the extent permitted by applicable law, be decided by binding arbitration under Iowa Code chapter 679A before one neutral arbitrator in Winneshiek County.
The parties will jointly select the arbitrator. If they cannot agree, either party may ask a court to appoint an arbitrator as permitted by Iowa law. The arbitrator may award any remedy available under applicable law and will issue a written decision. Each party will initially pay its own costs and an equal share of the arbitrator’s fee, subject to reallocation when allowed by law or ordered by the arbitrator.
Nothing in this section prevents either party from using small-claims court for a qualifying claim or seeking temporary or emergency court relief to protect safety, confidential information, intellectual-property rights, or other rights requiring immediate protection. Judgment on an arbitration award may be entered by a court with jurisdiction.
14. Iowa law. Iowa law governs this agreement, without regard to conflict-of-law rules. Any court proceeding permitted under Section 13 will be brought in a state or federal court with jurisdiction over Winneshiek County, Iowa, and the parties consent to that venue and jurisdiction.
15. Entire agreement; written changes; severability. The Work Order and these Basic Terms are the entire agreement for this project and replace prior discussions or understandings concerning it. A change must be in writing and accepted by both parties, including by email or electronic signature. If a provision is found unenforceable, it will be narrowed only as necessary to make it enforceable, and the remainder of the agreement will remain effective. A delay in enforcing a right is not a waiver of that right. Notices may be sent to the contact information listed in the Work Order.