Skydio Enterprise Terms of Service and Conditions of Sale

These Skydio Enterprise Terms of Service and Conditions of Sale (the “Terms”) govern the purchase and use of Products and Services by you (“Customer”). By acquiring, using, or accessing Skydio Products or Services (“Offerings”), you accept and agree to these Terms and all other documents and policies incorporated here (collectively, the "Terms"). Skydio may update the Terms at any time, and your continued use means you accept any changes.

These Terms do not apply to use of the Skydio API or to the Early Access Program (trials/pilots).

1. Use of Offerings.

1.1 Account. Customer is responsible for (i) maintaining the confidentiality of account information, including any API tokens and (ii) all activities that occur under Customer's Account. Customer must promptly notify Skydio of any unauthorized use of or access to Offerings or if any credentials are lost, stolen, or otherwise compromised. Skydio may suspend or terminate Customer's Account if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading, and may temporarily suspend Customer’s account upon reasonable suspicion that Customer’s credentials have been compromised.

1.2 Conditions of Use. Except for duly authorized governmental actions, Customer and its authorized users will use Offerings only in accordance with these Terms and any Order Form. Customer agrees to use Offerings solely for Customer’s own business use within the Authorized Territory and in accordance with applicable law. “Authorized Territory” means the country or territory designated for sale or shipment of the Offerings in an Order Form or, if not designated, the country or territory in which Skydio or an authorized reseller knowingly transacts with you.

1.3 License to Host Customer Data.

Note: This Section, License to Host Customer Data, does not apply to Skydio X10D® or X2D® or any other Products designated by Skydio as “offline.”

(a) Customer Media. Customer retains all ownership and other rights in any media that it captures using the Offerings or that Customer transmits to, uploads to, processes on, or stores in its instance of the SaaS Services or on its Account, including images, audio, text, and other works of authorship (“Customer Media”). Nothing in this agreement will be deemed to restrict any rights that Customer may have to use and exploit Customer Media. If Customer purchases SaaS Services or otherwise uploads Customer Media to Skydio, Customer represents and warrants that it or its licensors own all right, title, and interest in and to Customer Media and have all rights in the Customer Media necessary and sufficient to transmit to, upload to, run on, process on, or store in the SaaS Service, and to grant the rights to Skydio contemplated by this agreement. Customer is solely responsible for all Customer Media, including but not limited to the development, operation, maintenance, and use of all Customer Media and the results it obtains using Customer Media.

(b) Metadata. Customer’s use of the Offerings may also generate device and network information including application telemetry, temperature profiles, battery status, IP addresses or configurations, stored sessions, open ports, account credentials, network metadata, network connectivity, device operating system, status, version, and configuration information, and other system-level information that is not accessible in the ordinary course of use to end users of Skydio Offerings (collectively “Metadata”).

(c) License Grant. Customer’s Account Data, Customer Media, and Metadata are collectively referred to as “Customer Data.” Customer hereby grants to Skydio a non-exclusive, worldwide, royalty-free, fully-paid and transferable license to collect, access, process, reproduce, modify, transmit, store, and otherwise use any Customer Data provided by Customer to Skydio (i) to administer, develop, improve and support Customer’s use of the Offerings and (ii) in support of Skydio’s development of related technologies, solutions and devices in accordance with Skydio’s standard data retention policies and procedures, and these Terms of Use.

1.4 Privacy. Skydio’s collection, use, and sharing of personal information are governed by its Privacy Policy. Skydio will not further collect, sell, or use any such personal information except as necessary to provide, support, and deliver communication about the Offering and/or new Offerings, which may include disclosures to our own service providers or contractors.

1.5 Modifications and End of Life. Skydio may change the Offerings and associated content, interfaces, and features from time to time, without prior notice to Customer. Skydio may discontinue part or all of any Offerings in its sole discretion in accordance with the Skydio Product End of Life Policy.

2. End User License Agreement (“EULA”).

This section applies to executable software embedded in or preinstalled on Hardware and any related updates (“Onboard Software”). “Hardware” means Skydio drones and other unmanned systems, controllers, docks, attachments, and related physical products.

2.1 License Grant. Subject to and in accordance with the terms, conditions, limitations, and restrictions of this EULA and the applicable Order Form, and further conditioned upon Customer’s payment of all applicable fees, Skydio grants to Customer within the Authorized Territory: (i) a limited, perpetual, non-exclusive, non-transferable (except as described below) right and license to execute and use the Onboard Software solely on Hardware; and (ii) a limited, perpetual, non-exclusive, non-transferable right and license to download, install, execute, and use Mobile Apps on Authorized Devices solely to operate Hardware in accordance with this EULA. “Authorized Devices” are (i) mobile devices that Customer owns or is authorized to use, and (ii) controllers purchased by Customer from Skydio, which in each case (i) and (ii) are used by Customer to operate Hardware. Onboard Software is not sold even if for convenience Skydio refers to words such as “sale” or “purchase” in this EULA or elsewhere.

2.2 Transfer. Subject to the terms and conditions of this EULA, Customer may transfer Onboard Software and associated rights only on a permanent basis and as part of the sale or transfer of a unit of Hardware on which Onboard Software is installed; provided, however, that Customer retains no copies of any version of Onboard Software and the transferee agrees to the terms of this EULA. Customer may not rent or lease Hardware on which Onboard Software is installed unless authorized by Skydio in writing. Customer may not otherwise transfer Onboard Software or other Software license rights granted herein to another person or entity without the express written permission of Skydio, except to the minimum extent such transfer is permitted under applicable law notwithstanding this restriction.

2.3 Commercial Item. Software and associated documentation are “commercial items” as defined at FAR 2.101 comprised of “commercial computer software” and “commercial computer software documentation” as those terms are used in FAR 12.212 and DFARS 227.7202. Federal Customers shall acquire its licenses to the Software and associated Documentation with only those rights set forth in this EULA.

3. Services.

Customer’s access to Services will be detailed in an Order Form, invoice, or other purchase documents issued to you by Skydio or its authorized reseller and signed by the appropriate parties (“Order Form”).

3.1 Subscription Term Duration. Unless otherwise specified on the Order Form, each “Subscription Term” begins with the initiation of the applicable Services and shall continue for the period specified in the Order Form: if none, then for one (1) year.

3.2 Provision of Services. Skydio will render Services in accordance with this agreement and each Order Form, so long as Customer timely pays all amounts owed hereunder. Skydio has no obligation to provide any service other than the Services that are purchased by Customer and identified on an Order Form, which can include: SaaS, Professional, Support, and Training Services, as described below.

3.3 SaaS Services. SaaS Services consist of providing specified software to Customer online as a service during the applicable Subscription Term identified in an Order Form. Each SaaS Service will include at least the functionality described for that service in the Order Form or in the Product Guide in effect at the time the particular SaaS Services are purchased. Skydio may update the Product Guide (and the functionality of the applicable SaaS Services) at its sole discretion.

3.4 Professional Services. The scope of Professional Services will be described in an Order Form or statement of work (“SOW”), including the deliverables, a schedule for delivery, and payment arrangements. If no such details are specified in writing, Professional Services will be provided at Skydio’s commercially reasonable discretion.

3.5 Support Services. Support Services consist of: (i) assisting Customer’s named administrators in English via telephone, chat, and email during Skydio’s normal business hours with any errors encountered by Customer in using the supported Offering; and (ii) making reasonable efforts to correct any error in supported Offerings, all in accordance with Skydio’s support policies published on its website, as updated from time to time. No other Support Services are included under these Terms.

3.6 Training Services. Skydio will provide Training Services remotely or at the location described in an Order Form or mutually agreed in another writing. For onsite, virtual and e-learning training, Customer is responsible for testing all necessary facilities and systems prior to the scheduled training to enable Skydio to provide the training. Training dates must be confirmed two or more weeks in advance of the training date. Skydio may re-schedule training at any time prior to the training start date without liability. If Skydio becomes aware of a need to reschedule, then Skydio will make a reasonable effort to notify the Customer at least one week in advance. In-person training must be initiated within nine months of the Order Form date and completed within one year of the Order Form date, provided however that if in-person training is not completed within one year due to rescheduling by Skydio, the time for completion will be extended for a time period commensurate with the Skydio-initiated delay. Onsite, virtual and e-learning training is only valid for the number of courses, dates and times (including the start and end date), locations, delivery mechanisms (i.e., onsite, virtual or other), and number of students (participants) specified in the Order Form. Training content will be substantially in line with the relevant training description set forth in the Order Form. Ownership of all copyright and other intellectual property rights in any training course material or other documentation, technical information, and know-how provided to training participants or otherwise to Customer remains Skydio’s sole property.

3.7 SaaS Service Level Agreement. Skydio offers the following 99.9% uptime Service Level Agreement (“SLA”) with respect to the SaaS Services.

(a) Definitions

“Downtime” means the cumulative time period during which Customer is unable to log into the SaaS Services due to failure(s) in the SaaS Services, as timely reported by Customer and verified by Skydio and as provided below. Hardware failures are not Downtime, but may be covered under Skydio’s Limited Warranty.

“Monthly Uptime Percentage” means the total number of minutes in a calendar month (excluding Scheduled Maintenance) minus the number of minutes of Downtime suffered in a calendar month, and minus initiated operations such as restart, stop, start, failover, scale compute, and scale storage, divided by the total number of minutes in a calendar month.

“Scheduled Maintenance” means the time period during which Skydio intentionally takes the SaaS Services offline to perform maintenance or upgrades. Scheduled Downtime will be communicated to Customer no less than 48 hours in advance via the SaaS Services.

“Service Credit” means days of Service added to the end of the Service term, at no charge to Customer, credited as follows: < 99.9% - ≥ 99.0%: 3 days; < 99.0% - ≥ 95.0%: 7 days; < 95.0%: 15 days. Service credits (i) are not refunds; (ii) can’t be exchanged for a cash amount; (iii) are capped at a maximum of 30 days of paid service; (iv) require Customer to have paid any outstanding invoices; and (v) expire upon termination of the applicable Subscription. The aggregate maximum amount of Service Credit to be issued by Skydio to Customer for all Downtime that occurs in a single calendar month will not exceed 30 days.

(b) Service Level and Claims Process

Skydio will maintain at least 99.9% Monthly Uptime Percentage (the “Service Level”). If Customer’s Monthly Uptime Percentage falls below the Service Level in a given month, Customer may request a Service Credit by contacting Skydio Customer Service. Claims may be made on a calendar-month basis only and must be submitted within 15 calendar days after the end of the applicable month, except where a Subscription ends on a date other than the last day of a calendar month, in which case any claim related to that Subscription must be submitted within 15 calendar days after the Subscription end date. All claims will be verified against Skydio’s system records. If Skydio and Customer disagree in good faith as to whether the SaaS Services fell below the Service Level in a given month, Skydio will provide Customer a record of the availability for the applicable period upon request. This SLA states Customer’s sole and exclusive remedy for any failure by Skydio to meet the Service Level.

(c) Exclusions

The SLA does not apply to any SaaS Services offered to Customer on a trial, pilot or beta basis, any SaaS Services that expressly exclude this SLA (as stated in the documentation for such services), or any outages or performance issues caused by:

• Any SaaS Services that expressly exclude this SLA (as provided in the Agreement or documentation for such SaaS Services)
• Beta services or features
• Onboard software
• Any Hardware, Software or Service that has been discontinued pursuant to Skydio’s End of Life Policy
• Performance issues caused by or resulting from:
• Factors described in the "Force Majeure" section of the Agreement
• Customer's equipment or third party equipment, or both (not within the primary control of Skydio)
• Customer’s failure to adequately safeguard Customer’s Credentials
• Customer’s failure to adhere to any required configurations, use supported platforms, or follow any policies for acceptable use
• Customer’s use of the Products or Services in a manner inconsistent with the features and functionality of the Products or Services as provided in the Product Guide or our published guidance
• Faulty input, instructions, or arguments
• Use of services, hardware, or software not provided by Skydio, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.

3.8 Skydio Care and Replacement Plans.

(a) Skydio Care

Skydio Care service, if purchased, is governed by these Terms and the Skydio Care Terms of Service. The latter will govern any conflict with these Terms. Skydio has begun sunsetting Skydio Care.

(b) Replacement Plans

Some premium packages include Hardware replacements. Only those SKUs that explicitly include replacements in the description are eligible, and the specific terms in your Order Form control. (i) Drone Replacement. During the Subscription Term, Customer may request a limited number of discounted replacements as detailed in the Order Form. Customer may be charged the full cost of the replacement drone if Skydio does not receive payment of this replacement fee within 30 days of shipping the replacement drone. After discounted replacements are exhausted, Customer will be charged full price for any additional replacement drones. Payment for replacements will be made to Skydio, even if the initial SKU was purchased through a reseller. (ii) Parachute replacement. Parachute attachment purchases may include unlimited deployment repacks and, at Skydio’s sole discretion, useful life attachment replacements, in which case Customer is responsible for replacing the parachute attachment on the drone by following the appropriate instructions. Customer must ship to Skydio the replaced parachute attachment within thirty (30) days of receiving the replacement parachute attachment, otherwise Customer may be charged full price of the replacement.

4. Intellectual Property.

4.1 Ownership. All intellectual property in the Offerings belongs to and shall continue to belong to Skydio. If Customer purchases Professional Services, Customer hereby grants to Skydio a non-exclusive, royalty-free right and license during the term of this agreement to use Customer-provided intellectual property, information, software, content, or other materials (“Customer Property”) for the sole purpose of performing the Professional Services.

4.2 Feedback. Customer may provide Skydio with suggestions, comments, or other feedback regarding the Offerings, including data provided to Skydio for support purposes (“Feedback”). Customer assigns to Skydio all right, title, and interest (including any intellectual property rights) that Customer may have in such Feedback and acknowledges that Skydio may use (or not use) any such Feedback in any manner and for any purpose, without compensation to Customer and without implying or creating any interest on Customer’s part in the Offerings.

5. Safety, Compliance, and Other Restrictions.

5.1 Safety and Operating Guide. Customer acknowledges that improper operation of unmanned aircraft systems may cause injury to persons or property. Customer agrees that it and its authorized users will at all times: (a) exercise reasonable care in using Offerings; (b) use Offerings only in accordance with the information and warnings set forth in the Safety and Operating Guide and any other published product materials, technical specifications, user manuals, maintenance guidelines, and support communications provided by Skydio from time to time; (c) use Offerings in full compliance with all applicable local, state, national and international laws and regulations related to the operation of unmanned aircraft systems in any territory of operation, including any applicable laws and orders with regard to privacy, pilot licensure, operating within visual line of sight (unless the Customer has received proper approval from a civil aviation authority waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as temporary flight restrictions issued by Federal Aviation Administration (FAA), the Civil Aviation Safety authority (CASA), the European Union Aviation Safety Agency (EASA), the International Civil Aviation Organization (ICAO), or other government agencies or other authorities); (d) obtain and maintain all licenses, consents, clearances, and authorizations required to operate unmanned aircraft systems before using Offerings; and (e) comply with all relevant flight limitations and restrictions that may be imposed during flights by any government agency or other authority.

5.2 Dock Installation and Procedures. Customer acknowledges that improper installation of aircraft docking systems may cause significant bodily injury or death to persons or significant property damage. In addition to representations concerning use of the Offerings above, Customer warrants that it and its authorized users will at all times: (a) use commercially reasonable judgment in installing and operating the aircraft docking system, (b) maintain the aircraft docking system, including but not limited to maintaining the integrity of its mounting, door and locking mechanisms, (c) enact sufficient safety procedures to prevent employee, contractor or bystander interference or injury, (d) ensure installation and use will only occur in environments consistent with all applicable laws including those pertaining to safety and employee and bystander well being, and (e) complete any and all commercially reasonable safety procedures, including those recommended by Skydio.

6. Other Limitations and Restrictions. Customer shall not do (and shall not permit others to do) any of the following, all of which are excluded from the scope of any license or rights granted under the EULA, Terms, or Order Form:

• License, sublicense, sell, resell, rent, lease, transfer (except as permitted under the applicable transferability clause), distribute, or provide access to the Software or Offerings to third parties (other than Customer’s employees and individual contractors), including by redistributing them as a service bureau
• Create derivative works of, modify, disassemble, reverse engineer, decompile, or otherwise attempt to derive the source code of the Onboard Software, SaaS Services, or systems used by Skydio, except to the limited extent permitted by applicable law or the agreement
• Remove or modify any copyright, trademark, logo, proprietary rights notice, or brand labeling
• Use Offerings to infringe or misuse intellectual property or publicity/privacy rights, to create, store, or transmit malicious code or engage in malicious or criminal acts, to disrupt the security, integrity, or operation of computer systems, or to commit illegal acts
• Use Offerings to develop a competing product or service
• Disable, jailbreak, circumvent, or otherwise interfere with technological measures limiting access to or use of Offerings
• Use Offerings with unauthorized third-party products, or house or install Offerings in hazardous locations
• Abuse or harass Skydio personnel
• Use Offerings outside of the Authorized Territory, as a weapon or part of a weapons system, including for purposes of targeting a weapon, but excepting duly authorized governmental actions, or in any hazardous activity likely to result in death or injury to persons or injury to property

Any breach of these obligations constitutes a material breach of the applicable terms. Use of Offerings for flight covered by 14 CFR Part 107 requires visual line of sight, and Skydio does not represent or provide regulatory approvals for beyond visual line-of-sight operations unless specified in writing.

7. Third-Party Technology and Services.

Each of the Offerings may be compatible with third-party plugins, services, and other technology, including any service that uses Customer’s API token(s) to access Customer’s Skydio account (“Third-Party Technology”). Skydio may also make available, for purposes of convenience, links to third-party websites or applications that enable the download or use of Third-Party Technology. Skydio does not endorse and is not responsible or liable for the operation or functionality of the Offerings with, such Third-Party Technology. Customer is solely responsible for such use of any Third-Party Technology, including compliance with the terms and conditions governing the use of such Third-Party Technology. Customer enables, uses, or accesses them at Customer’s own risk.

8. Limited Warranty and Disclaimer.

Skydio provides only the following warranties on any of the Offerings: (i) the Limited Warrantyor (ii) Skydio’s warranty that the Hardware will arrive in an operational state (the “Dead-On-Arrival -” or “DOA Warranty”). Unless otherwise specified on the Order Form, (a) the Limited Warranty is only applicable for Offerings that are purchased and used within the United States; (b) the DOA Warranty is applicable for Offerings in other Authorized Territories; and (c) no warranty is provided for Offerings that are purchased or used outside of the Authorized Territory (sold “as-is”). To make a valid claim under the DOA warranty that the Hardware arrived in a non-operational state (“DOA Hardware”), Customer must report to Skydio within thirty (30) days of the original delivery date of such DOA Hardware and return such DOA Hardware in accordance with Skydio instructions at Customer’s expense. Within fourteen (14) business days of Skydio’s confirmation that the Dead-on-Arrival Hardware is non-operational, Skydio shall reimburse Customer for Customer’s shipping costs and ship, at Skydio’s sole expense, a replacement Product to Customer. The Limited Warranty is subject to the Skydio Product End of Life Policy . Neither the Limited Warranty nor the DOA Warranty applies to any Offerings provided under a trial period, including any beta services or features.

EXCEPT FOR THE LIMITED WARRANTY (WHERE APPLICABLE), OFFERINGS PROVIDED HEREUNDER ARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND. SKYDIO HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT OFFERINGS ARE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION OR ACHIEVE ANY PARTICULAR RESULT. CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF OFFERINGS AND ANY THIRD-PARTY TECHNOLOGY, INCLUDING RELIANCE ON ANY INFORMATION GENERATED THROUGH USE OF OFFERINGS. TO THE EXTENT THAT SKYDIO MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

9. Term and Termination.

9.1 Term. This agreement is effective upon Customer’s first purchase of Offerings and shall continue until terminated pursuant to this Section, Term and Termination.

9.2 Termination for Cause. If Customer breaches this agreement (including by failing to pay amounts owed when due) Skydio may, in addition to its other rights and remedies hereunder or at law: (i) terminate this agreement for cause in its entirety, or (ii) terminate for cause one or more Order Forms, Subscriptions, or SOWs related to the breach only. Customer may terminate this agreement in its entirety for cause upon thirty (30) days written notice to Skydio of a material breach of this agreement if such breach remains uncured at the expiration of such period.

9.3 Termination for Convenience. Either party may terminate this agreement for convenience upon thirty (30) days’ notice if at the time of such notice there are no Order Forms, Subscriptions, or SOWs in effect.

9.4 Suspension. Skydio may suspend or limit Customer’s Account and use of Offerings as it deems reasonably necessary to prevent, investigate, or otherwise address any suspected breach of this agreement including these Terms.

9.5 Effect of Termination.

(a) Upon expiration or termination of this Agreement: (i) all Order Forms, Subscriptions, and SOWs terminate immediately; (ii) Skydio’s obligation to provide Services ends; (iii) if Skydio terminates for cause, the EULA and all licenses (including perpetual) terminate and Customer must stop using the Software (and Skydio may deactivate it). Otherwise, the EULA (and necessary related provisions) remains in effect solely for previously granted perpetual licenses; (iv) no fees are refundable unless expressly stated; and (v) all provisions that by their nature should survive termination shall survive.

(b) Upon expiration or termination of a Subscription, Skydio will cease providing Subscription Services and Customer must promptly pay all accrued fees. If Skydio terminates for cause, Customer must also pay all remaining Subscription fees through the end of the Subscription Term. Skydio will retain Customer Data for thirty (30) days solely for retrieval, during which SaaS functionality is otherwise unavailable and no additional fees apply for downloading data. After thirty (30) days, Skydio may delete all Customer Data unless legally prohibited and will certify deletion upon request.

(c) Upon expiration or termination of a SOW, Skydio will cease performing Services (including in-process deliverables), and Customer must promptly pay a prorated portion of fees tied to future milestones (“Goals”), based on the days Skydio worked toward those Goals relative to the SOW schedule.

(d) Upon expiration or termination of an Order Form: Skydio need not deliver undelivered Hardware, grant licenses, or provide Services, and Customer must promptly pay outstanding fees for Hardware already delivered. If Skydio terminates for cause, Skydio may require Customer to take and pay for remaining Hardware or recover damages under California Commercial Code §2708, in addition to other remedies.

(e) Customer acknowledges that the Software contains technological controls allowing Skydio to deactivate it if a license expires, terminates, is suspended, or is used in violation of this Agreement, which may prevent use of Software and controlled Hardware. Skydio will promptly reactivate the Software if the license is reinstated.

10. Terms and Conditions of Sale.

10.1 Orders, Fees, and Payment.

(a) Orders. When the parties agree to an Order Form, Customer agrees to pay Skydio the applicable fees on time, and Skydio agrees to provide the purchased Products and Services. Except as otherwise specified in this Agreement or in an Order Form: (i) orders and payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during any applicable Subscription Term.

(b) Fees. The fees shall be listed in an Order Form or, if not, then as otherwise quoted by Skydio or, if not, then at Skydio’s standard prices and fees in effect at the time the order is placed. The fees shall become payable upon fulfillment and shall be paid in United States Dollars. If Customer provided a credit card number at the time of purchase, it will be charged upon fulfillment. For all other orders, Skydio will invoice Customer for applicable fees under each Order Form upon Skydio’s full or partial delivery of the Hardware, provisioning of Software or Services, or delivery of the deliverables, as applicable. Orders will be shipped via the most economical method as determined by Skydio and may be shipped as one or more shipments. Customer agrees to accept and pay for Hardware in partial shipments; provided, however, that Skydio shall only submit an invoice, based on applicable fees and discounts, for Hardware it has shipped. Each Product or Service identified in an Order Form shall be deemed a separate sale and shall have its own delivery schedule, period of performance, and/or completion date. Skydio shall invoice Customer for applicable Software or Services fees, subject to any discounts, upon provisioning. Unless otherwise expressly set forth in the Order Form, all invoices are due and payable within thirty (30) days of the date of invoice, and all fees are payable and charged (i) at the beginning of each Subscription Term, and (ii) at the time of each renewal thereof.

10.2 Recurring Payments. Skydio may charge interest for all undisputed amounts not paid when due at the lower of 1.5% interest rate per month or the highest rate permitted by law. Skydio may suspend or terminate access to the Offerings if any undisputed invoices are past due, which shall not relieve Customer from its obligation to pay all amounts owed. If Customer elects to pay recurring fees by credit card or debit card, as specified in the Order Form, it hereby authorizes Skydio to charge the card as recurring fees are due. Each Subscription Term is a continuous and non-divisible commitment to purchase the applicable Services for the full duration of the then-current Subscription Term, as applicable, regardless of any payment schedule. Skydio will invoice Customer, and Customer will reimburse Skydio, on a monthly basis for actual and reasonable travel and living expenses incurred in connection with Skydio’s provision of any Professional Services or in-person Training Services. If Skydio sends a past due account to collections, Customer will be responsible for any resulting collection and attorneys’ fees.

10.3 Taxes and Tax Exempt. Fees are exclusive of taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s use of Products or Services, except for taxes based on Skydio’s net income. To place a tax exempt Order, please contact [email protected]. You will need to provide proof of tax-exempt status for the state where the product is being shipped BEFORE you place the order or make any payments. Any relevant documentation provided to demonstrate tax exempt status must match the exact name of the tax exempt entity or individual on the order. The payment method, whether credit card or other form of online payment, must match the exact name of the tax exempt entity or individual on the order form. Skydio reserves the right to deny tax refunds for orders placed before Skydio has ensured the transaction was conducted pursuant to legal requirements and internal policies. Skydio makes no guarantee to honor or otherwise provide tax exemptions not required by law.

10.4 Shipping Terms. Shipping terms for domestic orders of Hardware within the United States are FOB Origin, freight prepaid. Shipping terms for international orders are EXW Skydio warehouse (Fremont, California or Hayward, California, as applicable) or other Skydio designated shipment point (INCOTERMS 2020). Any assistance Skydio provides in connection with Customer’s transportation of Products shall not be deemed to change the foregoing shipping terms. Any reference to shipping charges contained in an Order Form is an estimate only, and Customer is responsible for all applicable shipping charges. Skydio is not responsible for any differences that may occur between shipping estimates contained in the Order Form and shipping charges applicable at the time of shipment as set forth in the invoice. Skydio retains a first priority security interest and lien on all goods sold hereunder until they are all paid for in full, including any late payment fees and cost of collection. Customer shall cooperate with Skydio as requested to perfect Skydio’s security interests in such goods.

10.5 Renewals. Unless otherwise specified on the Order Form, upon expiration of the initial period, the Subscription Term will automatically renew for successive one year renewal periods at (a) the fees applicable to each such Subscription Term on the original Order Form (subject to an increase of up to 4% or the increase in the Consumer Price Index over the immediately preceding 12 months, at Skydio’s discretion), or (b) the revised Annual List Price, if such a revision is provided by Skydio no less than sixty (60) days prior to expiration of the applicable Term. However, the Term shall not automatically renew if either party gives notice to the other of its intention not to renew at least thirty (30) days before the expiration of the applicable Term.

11. Indemnification and Limitation of Liability.

11.1 Indemnification by Skydio. Skydio at its expense will defend and settle any claim to the extent alleging that Customer’s use of the Offerings, as permitted under this agreement, directly infringes any U.S. patent or U.S. copyright, and will pay any settlement or judgment to the extent based on such allegation, including payment of reasonable attorney fees and other costs of defense.

(a) In order to make a claim under this Section, Customer must: (i) promptly notify Skydio in writing of the claim; (ii) grant Skydio sole control of the defense and settlement of the claim; and (iii) provide Skydio, at Customer’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.

(b) If in Skydio’s reasonable judgment a claim appears likely, then Skydio may at its own election and expense: (i) procure for Customer the right to continue using the Offerings; (ii) modify the Offerings to avoid the claim, including by removing allegedly infringing functionality; or (iii) if procurement of the right of continued use or modifications to avoid infringement are not feasible without materially impairing the operation of the Offerings, either: (A) terminate any affected Subscription and refund on a pro rata basis fees (if any) prepaid for same based on the portion of the Subscription Term remaining at the time of such termination; and/or (B) terminate Customer’s right to use any affected Products and (solely in the case of Hardware or perpetually-licensed Software) refund an amount equal to the any paid fees reduced by straight-line amortization over three (3) years from the date of invoice.

(c) The remedy in this Section is Skydio’s sole obligation and liability and Customer’s exclusive remedy relating to any claim or allegation against Customer or others asserting intellectual property infringement or misappropriation. Skydio will have no obligation under this Section to defend or settle any claim to the extent: (i) the alleged infringement is based upon the combination of Offerings with third-party products, services, or data; (ii) based upon modifications of Offerings made at the request of Customer or by a party other than Skydio; (iii) misuse of the Offerings; (iv) Customer’s failure to use the most recent version of Software provided by Skydio; or (v) in the case of an assertion of patent infringement, Skydio itself is not directly or indirectly infringing the patent through its sale to Customer of the accused Offerings.

11.2 Indemnification by Customer. If Customer is a non-governmental entity, Customer will indemnify and hold harmless Skydio against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from or relates to Customer’s breach of these Terms.

11.3 LIMITATION OF LIABILITY. NEITHER PARTY NOR ANY OF ITS LICENSORS, DISTRIBUTORS, INFORMATION PROVIDERS, AND OTHER SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, AND AGENTS SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, ARISING FROM OR RELATING TO THIS AGREEMENT OR CUSTOMER’S USE OF OR INABILITY TO USE THE OFFERINGS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER ANY OTHER LEGAL THEORY, EVEN IF THE FIRST PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

SUBJECT TO THE FOREGOING, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE OTHER PARTY’S USE OF OR INABILITY TO USE THE OFFERINGS, WHETHER IN CONTRACT, IN TORT, OR ARISING UNDER ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SKYDIO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT THAT GIVES RISE TO LIABILITY FOR ANY DAMAGES CLAIMED BY EITHER PARTY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITS. CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED BY SKYDIO REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SKYDIO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS APPLY, EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the disclaimer of certain warranties or the limitation of certain damages, so some or all of the terms above may not apply to you, and you may have additional rights. In that case, these Terms only limit responsibilities to the maximum extent permissible in your jurisdiction.

12. Confidentiality.

12.1 Confidential Information. A party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will: (a) protect the Disclosing Party's Confidential Information using the same degree of care, and in no event less that reasonable care, that it uses to protect its own Confidential Information, (b) use the Disclosing Party's Confidential Information only for purposes consistent with this agreement, and (c) limit access to Disclosing Party's Confidential Information to its employees, contractors, or agents who are involved in performing this agreement, have a "need to know," and have signed a non-disclosure agreement with terms no less restrictive than those herein.

12.2 Compelled Disclosure. If the Receiving Party is compelled to disclose by law, order issued by a court of competent jurisdiction, regulatory agency, or other governmental body (each, an "Order") any Confidential Information, the Receiving Party will, if legally permissible, promptly give the Disclosing Party written notice of the Order and reasonable assistance to the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order and seek a protective order or other appropriate relief.

12.3 State Customers. Skydio acknowledges and agrees that State Customers are subject to applicable state or local public information acts, and that governmental expenditures are generally considered public information and are subject to disclosure to the public.

13. Miscellaneous.

13.1 Amendment of the Terms. Skydio may amend these Terms effective upon publication to its website or by giving notice to Customer. Such amendments will not apply to any perpetual license granted prior to amendment.

13.2 Electronic Communications. By using the Offerings, Customer explicitly consents (to the fullest extent permitted by applicable law) to receive all notices and information relating to use and operation of the Offerings via emails, push notifications, and other similar means, and Customer agrees that all agreements, notices, disclosures and other communications that Skydio provides to Customer electronically satisfy any legal requirement that such communications be in writing.

13.3 Compliance with Laws. The Offerings have been designed, marketed, and sold for use solely within the Authorized Territory. All safety warnings, information, instructions, packaging, in-box materials, Mobile Apps, and support services will only be provided in English, except where translation is required by applicable laws or regulations within the Authorized Territory.

13.4 Choice of Law and Venue.

If Customer is a non-governmental entity, this agreement will be interpreted under California state law without giving effect to any choice of law principles that would require the application of the laws of a different country or state, and any claim by a party may be brought in any state or federal court of competent jurisdiction located in Santa Clara County, California. If Customer is a state or local governmental entity (“State Customer”), then Customer’s state law will apply and any claim arising under this agreement may be brought in the state or federal courts located in Customer’s state. If Customer is a federal governmental entity, United States federal law will apply and any claim may be brought in any federal court. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.

13.5 Export Control. Customer acknowledges that certain of Skydio’s Offerings, or Confidential Information may be subject to US export control laws and regulations, which include, but are not limited to, the Export Administration Regulations. Customer represents that: (a) Customer is and has always been in compliance with all Laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries, regimes, entities, and persons (collectively, “Embargoed Party”); and (b) Customer is not an Embargoed Party or otherwise subject to any Economic Sanctions Law. Customer agrees: (c) not to violate any applicable Economic Sanctions Laws during the term of this agreement; and (d) not to, without limitation, disclose, transfer, or export Skydio’s Products, Services, or Confidential Information to an Embargoed Party or other third parties, including foreign persons or entities wherever located, whether or not related to or affiliated with Customer, without first obtaining the appropriate US government authorization if required, and receiving express written consent from Skydio.

13.6 Construction. In constructing the terms of this agreement, no presumption shall operate in favor of or against any party because of its counsel’s role in drafting the terms and provisions hereof. If the terms of this agreement conflict with a Skydio Order Form, then the terms of this agreement shall control unless the Skydio Order Form is signed by both parties and expressly identifies the modified provision of the agreement. This agreement is in the English language and shall control over any other translation, except as otherwise required by applicable law. The order of precedence in construction of this agreement shall be: these Terms, Limited Warranty, and Skydio Care Terms of Service. As between Skydio and the Customer, Skydio terms shall control over any terms agreed between the Customer and any reseller.

13.7 Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this agreement, for any reasonable delay in fulfilling or performing any obligation under this agreement (other than the obligation to pay money), when and to the extent such delay is directly caused by acts of God, epidemics or pandemics, quarantines, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters, extreme adverse weather, stability or availability of the internet; the elements; telecommunication system failure; technology attacks, embargoes; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; or acts or requests of any governmental authority.

13.8 Notice. Except as otherwise expressly provided herein, all notices shall be in writing and deemed delivered the earlier of: (a) actual receipt; (b) upon delivery by a nationally recognized overnight courier (receipt requested) to the receiving party’s address as specified herein or updated by written notice; or (c) when received via electronic communications as evidenced by either party’s contemporaneously created computer records. The parties’ addresses for notice are set forth on an Order Form. Either party may change its address of record by giving the other ten (10) days’ notice. Notwithstanding the foregoing, Skydio may give notice of prospective changes to its schedule of fees by reasonably conspicuous display on the user interface for SaaS Services or on Customer’s account.

13.9 Relationship Between the Parties. The parties are independent contractors. Neither party is the agent, partner, employee, fiduciary, or joint venturer of the other party under this agreement. Unless otherwise stated, there are no third-party beneficiaries under this agreement.

13.10 Remedies. Except as otherwise provided herein, the parties’ rights and remedies under this agreement are cumulative and non-exclusive. Customer acknowledges that the Offerings contain valuable trade secrets and proprietary information of Skydio and its suppliers, that any actual or threatened breach of this agreement by Customer would constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.

13.11 Severability and Waiver. If any provision of this agreement is held unenforceable by a court, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall continue in full force and effect. All waivers must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.

13.12 Assignment. Skydio may assign this agreement, without restriction, upon notice to Customer. Except as otherwise provided herein, Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Skydio; provided, however, Customer may assign this agreement in its entirety, together with all rights and obligations hereunder, to any party that is not an Embargoed Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this agreement, and Customer shall provide Skydio with prior written notice of such assignment.

13.13 Entire Agreement. These Terms and any Order Forms are the entire agreement between Customer and Skydio on this subject matter, unless otherwise agreed by both parties in writing. In no event shall any clauses, terms, or conditions of a governmental entity customer flow-down to Skydio, or into this agreement, or otherwise be deemed to be included or apply to this agreement, without Skydio’s prior and express written consent.

13.14 Customer acknowledges that Skydio may use generative AI in a secure enterprise environment to develop the Offerings and to provide the Services. No public AI models will be used or trained on Customer Data.