Terms & Conditions

Last Updated: February 14th, 2020
1. OVERVIEW

These Terms of Use, together with the Privacy Policy, Terms and Conditions of Sale and Limited Warranty Statement, (collectively the “Terms”) govern your use of the Skydio, Inc., (“Skydio,” “we,” or “us”) website Skydio.com and any subdomains thereof (the “Website”), your Skydio product and accessories (“Product”), including the software in the product (“Product Software”), the performance of all services (which includes any software or research and development provided as a service) (“Services”) and any software applications that can be downloaded via your device (“Mobile Apps”) (collectively the “Offerings”). By using the Offerings, you are consenting to the Terms. The term “you” or “your” as used in the Terms means any person or entity who accesses the Website, creates an Account or utilizes the Products, including Owners and Authorized Users as defined below. In the event of a conflict between the Terms, these Terms of Use will control.

As described below, the Offerings may incorporate certain features allowing for software and other Updates to be implemented in the future. To the extent such Updates are added to or enabled for the Products, including automatic software Updates, they will automatically become part of the Offerings and will be subject to the Terms.

We may periodically modify the Terms. If we make significant changes to the Terms we will notify you via the Offerings (e.g., by providing notice via our Mobile Apps or email) indicating that the Terms have been changed. By continuing to use the Offerings you are consenting to the revised Terms. If you do not agree with the modifications, you must cease using the Offerings.

PLEASE NOTE THAT THE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS HERE.

2. ELIGIBILITY AND ACCOUNTS

The Products and Offerings are intended solely for users who own a Skydio Product or are Authorized Users of a Skydio Product and are not intended for resale. Any registration, use of the Products or access to the Offerings by anyone who is not so permitted is strictly prohibited and in violation of the Terms. By using the Products and Offerings, you represent to us that you are legally permitted to use the Product.

To use the Products and certain portions of the Offerings, you may be required to register and use a Skydio Account (“Account”) or be an Authorized User (see below) of the Account. If you are under the age of 18, you must have your parent or guardian create an account for you. By creating an Account, you represent and warrant that you are 18 years of age or older and are legally competent to enter into and agree to the Terms. If you are creating an Account for your child or custodial charge (“Minor”) you represent and warrant that such Minor is legally permitted to operate the Product, that you and such Minor understands these Terms and that you agree to ensure your Minor’s compliance with them. You agree that you are liable for any violations of the Terms by such Minor.

To create an Account, you will register your email address or phone number and confirm it by entering a code you receive. You must provide us with accurate, complete and updated registration information about yourself and the Minor for which you are creating an Account (if applicable). You may not use an email address or phone number that you do not have the right to use, or another person’s identity with the intent to impersonate that person. The individual who creates the Skydio Account is the “Owner.” If an Owner discloses their log-in credentials to another person or otherwise allows another person to access the Account, that individual is authorized by the Owner to utilize the Product and Offerings under that Owner’s Account. Such individual is an “Authorized User.” You (as the Owner of the Account) (i) will inform each Authorized User of the Terms, and (ii) represent and warrant that each such Authorized User understands the Terms and that you agree to ensure each such Authorized User’s compliance with the Terms. You (as the Owner of an Account) are responsible for all actions taken by Minors and Authorized Users and any other third parties related to your Account, including any violations of the Terms by such Minors, Authorized Users and third parties.

Accordingly, you must protect the security of your Account and only share these credentials with individuals that you trust to have such access.

3. PRODUCTS AND PRODUCT SOFTWARE

a. Safety. To ensure proper performance of your Product and to best avoid injury or damage, ensure your Product is used properly in accordance with the information and warnings in the Safety and Operating Guide

b. Product Software License. Subject to and in accordance with the Terms, Skydio grants to you a non-exclusive, limited, non-transferable license (without the right of sublicense), for your personal, non-commercial use (unless otherwise agreed in a separate agreement between you and Skydio) to (a) install and use one copy of the Product Software and any Updates thereto, in executable object code form only, solely on the Product that you own or control, or are authorized to use and control, and solely for purposes of using the Products, and (b) execute one copy of each of the Mobile Apps and any Updates thereto, per device utilized by you to operate the Product in executable object code form only, solely on the device that you own or control, or are authorized to use and control, and solely for the purpose of operating the Product.

c. Wireless Services. The Products utilize wireless services that may incur extra costs. Such costs are governed by the terms of a separate agreement between you and your selected wireless service provider.

d. Resale. Purchases of Products are intended for end users only and are not authorized for resale.

e. Limited Warranty. The Limited Warranty Statement for Skydio Products is available at www.skydio.com/legal/.

4. MOBILE APPS

If you install and access a Mobile App that was downloaded from an app store or app distribution platform, such as the Apple App Store® or Google Play™, (the “App Provider”), you acknowledge and agree that:

1. The Terms are concluded between you and Skydio only, and not with the App Provider, and that we, not the App Provider, are responsible for the Mobile Apps;

2. The Mobile Apps are licensed to you on a limited, non-exclusive, non-transferable basis, and without the right to sublicense, solely to be used in connection with the Offerings for your personal, non-commercial use unless otherwise agreed to in a separate agreement between you and Skydio;

3. You will only use the Mobile Apps in connection with a device that you own or control;

4. You acknowledge and agree that the App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;

5. In the event of any failure of the Mobile Apps to conform to any applicable warranty, including those implied by law, you may notify the App Provider of such failure; upon notification, the App Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Mobile App;

6. You acknowledge and agree that Skydio, and not the App Provider, is responsible for addressing any claims you or any third party may have in relation to the Mobile Apps including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;

7. You acknowledge and agree that, in the event of any third party claim that the Mobile Apps or your possession and use of the Mobile Apps infringe that third party’s intellectual property rights, Skydio, and not the App Provider, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim to the extent required by these Terms;

8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

9. Both you and Skydio acknowledge and agree that, in your use of the Mobile Apps, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

10. Both you and Skydio acknowledge and agree that the App Provider and its subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

5. LIMITATIONS OF OFFERINGS.

a. Reliability and Availability. Our aim is that our Offerings are reliable and available, but you acknowledge and agree that they are not guaranteed to be 100% reliable or 100% available. The Mobile App may be subject to interruptions and failures for a variety of reasons that are beyond our control, including interruptions or failures caused by your mobile device, your mobile device carrier, the intermittency of your wireless connection and service provider uptime, etc. You acknowledge these limitations and agree that Skydio is not responsible for any damages caused by failure or delay of the Offerings.

b. Product Requirements. You acknowledge that our Offerings may not work as described when the compatibility requirements have not been met. Skydio is not responsible for any losses or damages caused by installation and use of the Offerings that do not meet our compatibility specifications available on https://support.skydio.com/hc/articles/360036102194-Skydio-2-App-Compatibility

6. AUTOMATIC SOFTWARE UPDATES.

Skydio may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Offerings (“Updates”). Some of these Updates may be provided to you through automatic software updates. You consent to these automatic Updates and acknowledge that you may be required to install Updates to continue to use the Offerings. To the extent any Updates involve changes to the Terms, you may be required to agree to a revised version of these Terms to use such Updates. Cellular data charges may apply to Updates.

7. RESTRICTIONS.

You and your Authorized Users agree to use the Offerings only in a manner that complies with all laws. You and your Authorized Users may not data mine, scrape, crawl, or use any robot or other automatic devices, script, technology or process that sends automated queries to the Website, or uses other similar methods or tools, to gather or extract Content (as defined below) from the Offerings. Also, you and your Authorized Users may not use the Offerings to compile data (or any other portion of the Content) in a manner that is used or usable by a competitive product or service. You and your Authorized Users may not link to the Website or any portion of the Offerings (including linking to a specific portion of the Offerings or framing Content in any way) and you and your Authorized Users may not employ script searches or search results from the Website in a manner that results in the display of any Content on a third party website or elsewhere.

You and your Authorized Users may not modify the manner in which the Offerings are displayed or function, including framing, scraping or any other technique that would alter the display of the Website or the visual display of the Mobile Apps or Offerings, including the Content. You and your Authorized Users may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Website or the Mobile Apps or the proper operation and usage of the Offerings by any other users or third parties. A violation of any of the preceding is grounds for termination of your and your Authorized Users’ rights to use or access the Offerings.

8. OPEN SOURCE SOFTWARE.

Certain items of software included with the Product Software and Mobile Apps are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the Terms. Instead, each item of Open Source Software is licensed under the terms of the applicable end user license that accompanies such Open Source Software. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Skydio makes such Open Source Software, and Skydio’s modifications to that Open Source Software, available at www.skydio.com/legal/licenses.

9. LINKS TO THIRD-PARTY SITES AND MOBILE APPLICATIONS

We may make available a link to a third-party’s website and other mobile applications via the Offerings. These links will let you leave the Website or the Mobile Apps. The linked sites and applications are not under our control, and we are not responsible for the contents of any linked site or application, or any link contained in a linked site or application, or any changes or updates to such sites and applications. We are not responsible for any form of transmission received from any linked site or application. We provide the links to you only as a convenience. We do not endorse any such site or application or its use or contents.

10. UNSOLICITED SUBMISSIONS

We are pleased to hear from our customers and welcome your comments regarding our Offerings. We request that you be specific in your comments. If you or your Authorized Users send us comments, suggestions, ideas, materials, notes, drawings, concepts or other information, or post comments on any publicly accessible blog or community forum on the Website (collectively, “Submissions”), you and your Authorized Users (as applicable) grant to Skydio a worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, copy, modify, publicly display, publicly perform, distribute and otherwise exploit the Submissions. None of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions.

11. DMCA POLICY

Skydio respects the intellectual property rights of others and requests that users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Skydio has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Offerings who are repeat infringers. Skydio may terminate access for participants or users who are repeatedly found to provide or post protected third party content without necessary rights and permissions.

DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Website or Offerings infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the following information in writing to Skydio’s designated copyright agent at Skydio Inc., Attention: Copyright , 114 Hazel Ave., Redwood City, CA 94061:

1. The date of your notification;

2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

3. A description of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that site;

4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

5. Information reasonably sufficient to permit the service provider to contact you, such as address, telephone number, and email address;

6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notices. If you believe that your content that has been removed from the Website or Offerings is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content on the Website or Offerings, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1. Your physical or electronic signature;

2. A description of the content that has been removed and the location at which the content appeared before it was removed;

3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Skydio is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Skydio copyright agent, Skydio may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Skydio’s discretion) be reinstated on the Website and Offerings in 10 to 14 business days or more after receipt of the counter-notice.

12. INTELLECTUAL PROPERTY AND CONTENT

The Offerings, and the design, text, graphics, images, video, information, applications, tools, software, and other content contained therein (excluding any Submissions), and the arrangement thereof, including the Skydio company name and logo and all related products and service names, design marks and slogans, any inventions, techniques, methods, works of authorship, know-how, publicity rights, trademarks, trade-dress, and trade secrets (collectively, “Content”), and all intellectual property and proprietary rights related thereto, are between you, your Authorized Users and us the sole property of Skydio. All rights in Content not expressly granted in these Terms are reserved by Skydio.

Without the prior written consent of Skydio, you and your Authorized Users shall not (i) use any Skydio name, trademark or other branding element in any advertising, publicity or in any other commercial manner, (ii) use any meta tags or any other “hidden text” utilizing any Skydio name or branding element, (iii) use the Skydio domain name or any domain name that is confusingly similar to our domain name as a pseudonymous return e-mail address, or (iv) reproduce (except solely as required for you to use the Offerings for their intended purposes), alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Content.

13. MISCELLANEOUS TERMS

a. Electronic Communications. You are communicating with Skydio electronically when you use the Offerings or send an email to Skydio. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

b. Notifications. In addition to sending notifications to you through the Mobile Apps, Skydio may also provide notifications to you as required by law or for marketing or other purposes via (at Skydio’s option) email to the primary email associated with your Skydio account, hard copy, or posting of such notice on the Skydio website. Skydio is not responsible for any automatic filtering you or your network provider may apply to email notifications. Skydio recommends that you add @Skydio.com addresses to your email address book to help ensure you receive email notifications from Skydio.

c. Compliance with Laws. The Products have been designed, marketed, and sold for use by residents of the United States only. All safety warnings, information, instructions, packaging, in-box materials, Mobile Apps, and support services are provided only in English. The Products should not be used outside of the United States. You are responsible for ensuring that use of the Product complies with all applicable laws and regulations. You acknowledge that you, not Skydio, are responsible for ensuring your compliance with all applicable laws and regulations in your jurisdiction. Skydio is not responsible for any injury or other damage caused by the installation of the Product or your failure to comply with such laws or regulations. We are not liable or responsible if you violate any such law or regulation.

d. Warranty Disclaimer . ANY USE OF THE OFFERINGS, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR AND YOUR AUTHORIZED USERS’ SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY STATEMENT, THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND (ALL OF WHICH ARE HEREBY DISCLAIMED), WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU AND YOUR AUTHORIZED USERS HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU AND YOUR AUTHORIZED USERS HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYDIO ALSO LIMITS THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES OR CONDITIONS TO THE DURATION SPECIFIED IN THE LIMITED WARRANTY STATEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

e. Limitation of Liability IN NO EVENT SHALL SKYDIO OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS AND OTHER SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES AND AGENTS (COLLECTIVELY, “SKYDIO PARTIES”) BE LIABLE TO YOU OR ANY USER FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF SUCH SKYDIO PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

THE SKYDIO PARTIES’ AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNTS, IF ANY, YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR (B) $100.

The foregoing limitations apply, even if the remedy fails of its essential purpose.

Please refer to the limited warranty statement for details on the warranty and limitation of liability for the product.

f. Indemnification. You agree to defend and indemnify the Skydio Parties from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, and awards, including reasonable attorneys’ fees and costs, whether brought by third parties or otherwise, due to or arising out of your or your Authorized Users’ breach of the Terms and any use of the Offerings other than as expressly permitted in the Terms. The foregoing indemnity obligations will survive any termination of the Terms or your or your Authorized Users’ use of the Offerings. Skydio may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Skydio.

g. Termination and Suspension. We may terminate the Terms, or terminate, suspend or restrict your and your Authorized Users’ access to the Offerings if you or your Authorized Users violate any of the Terms. Upon termination or suspension, your and your Authorized Users’ right to access the Website and use the Offerings will immediately cease. We may discontinue, temporarily or permanently, all or part of the Offerings with or without notice. If you or your Authorized Users’ access to the Offerings is suspended or terminated by us, you and they agree that you and they will not attempt to access the Offerings by any alias or other disguised or fraudulent identity or otherwise without our express prior written approval.

h. Violations and Complaints. Without limiting Skydio’s rights or remedies under the Terms or at law or in equity, Skydio may investigate complaints related to your use of the Offerings and alleged violations of these Terms and take any action we deem necessary and appropriate in connection with such complaints and violations. Such action may include reporting any suspected activity that is in violation of these Terms or in violation of any law to law enforcement officials, regulators, or other third parties. In addition, we may disclose any information necessary or appropriate to such persons or entities, including personal information, relating to such complaints and violations. You and your Authorized Users agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you and they consent to injunctive or other equitable relief for such violations.

i. General. You may not assign the Terms or otherwise transfer or sublicense any rights or obligations hereunder, in whole or in part; any attempt to do so shall be void. We may transfer, assign, or delegate the Terms and our rights and obligations without consent. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, such provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in effect and remain fully enforceable. Skydio shall not be liable to you for a failure or delay in its performance of any of its obligations under the Terms to the extent that such failure or delay is caused by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond Skydio’s reasonable control. Except as expressly stated herein, the Terms constitute the entire agreement between you and Skydio with respect to the Offerings, and the Terms supersede and replace all prior or contemporaneous communications, proposals, understandings or agreements, whether electronic, oral or written, between you and Skydio with respect to the Offerings or the subject matter of these Terms. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Skydio. Our failure to enforce our rights and remedies available to us with respect your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.

j. Governing Law and Arbitration; No Class Actions. These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the United States and the State of California regardless of your country of origin or where you access the Offerings. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE OFFERINGS WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Skydio’s right to seek injunctive relief as set forth below.

If you do not want to arbitrate disputes with Skydio and you are an individual, you may opt out of this arbitration agreement by sending an email to help@skydio.com within 30 days of the day you first access or use the Offerings.

If you intend to seek arbitration, you must first send written notice to Skydio’s Customer Service Center of your intent to arbitrate (“Notice”). The Notice to Skydio should be sent by any of the following means: (i) electronic mail to help@skydio.com; or (ii) sending the Notice by U.S. Postal Service certified mail to Skydio Inc., Attention: Legal, 114 Hazel Ave, Redwood City, CA 94061. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.

The arbitration will be conducted before a single neutral arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, as modified by the Terms. The JAM’s rules are available at www.jamsadr.com or by calling 1-800-352-5267. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by these Terms. The arbitration will be conducted in San Francisco, California, using the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Skydio may elect to have the dispute resolved through non-appearance-based arbitration.

To the fullest extent permitted by applicable law, YOU AND SKYDIO EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND SKYDIO EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Skydio agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located San Mateo County, California, and you and Skydio each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding anything to the contrary, you agree that Skydio shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.

k. Notice and Contact. Any notices given by you under these Terms shall be given in writing or by email and shall be delivered to the following address:

Skydio Inc.

Attention: Legal

114 Hazel Ave

Redwood City, CA 94061

help@skydio.com

If you would like to contact Skydio customer support, please call us at 855-463-5902 (855-GOFLY02) or contact us via email at help@skydio.com.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

SKYDIO SOFTWARE END USER LICENSE AGREEMENT

(Last updated: April 14, 2020)


This Software End User License Agreement (“EULA”) governs the use by an individual or entity (“Customer” or “You”) of any Software (as defined below) that is provided to You by Skydio, Inc. (“Skydio”), whether pre-installed in an equipment that you purchased from Skydio, separately downloaded by You onto a mobile device or other system, or otherwise acquired by You.

If You use, download or install any Software, then You agree to be bound by the terms of this EULA, except to the extent any Software is the subject of a separate written agreement between Customer and Skydio that govern your use of such Software (“Pre-existing Agreement”). If You use the Software on behalf of a business entity or Government agency or department, then You represent that You have authority to take those actions and this EULA will be binding on that entity unless the entity has a Pre-existing Agreement. IF YOU DO NOT AGREE WITH THIS EULA, DO NOT INSTALL OR USE THE SOFTWARE.

Licenses to Software that You acquire from Skydio will be only as evidenced in an Order Form (defined below) or other contract signed by both parties, a confirmation, an invoice, or another proof of entitlement issued to You by Skydio, including during an online purchase process (each of the foregoing, a “Proof of Entitlement”). Customer’s license to such Software is subject to this EULA and the additional limitations and conditions contained in the Proof of Entitlement, including, without limitation, the term of the license, applicable license fees (“Fees”), and limitations with respect to use on a single hardware device and the scope of permitted use. The Software provided or made available to Customer may include features or functionality that Customer may not use unless Customer purchases a separate license to such features and functionality.

If You are a business entity and You purchase a license to Software from a third party (“Reseller”), this EULA governs your use of the Software, and any terms in your agreement with the Reseller that are inconsistent or contravene the terms of this EULA shall not apply. You acknowledge and agrees that Resellers may only grant rights, and must pass through conditions, consistent with this EULA, and that any license rights given to You pursuant to Customer’s separate agreement with the Reseller that are greater than the license rights in this EULA shall not apply.

1. Definitions. Any capitalized terms used in this EULA that are not otherwise defined in this EULA shall have the meaning as set forth below:

Authorized Devices” are (a) mobile devices that Customer owns or is authorized to use, and (b) controllers purchased by Customer hereunder, which in each case (a) and (b) are used by Customer to operate the Hardware purchased by Customer hereunder.

Base Software” means capabilities, functions, or other features of the Onboard Software that are both: (a) standard capabilities, functions, or other features available and activated on Skydio’s base consumer version of Hardware, and (b) available for use without purchase of Advanced Software Package. Base Software may be specified and identified as standard features in the Order Form. Any capability, function or feature that is not a Base Software shall be deemed an Advanced Software.

Hardware” means drones and other unmanned aircraft, controllers, accessories and related hardware that Customer purchases from by Skydio or its distributors or resellers.

License Term” means with respect to an Advanced Software Package, the term of that Advanced Software Package, including (if applicable) the initial specified term and any renewal terms.

Mobile Apps” are software applications (in executable form only), as may be specified on the Order Form, that are specifically intended for use on a mobile device (and any Updates thereto).

Onboard Software” means software, in executable format only, embedded into or otherwise pre-installed on Hardware as supplied by Skydio, and any Updates thereto, whether or not embedded on read-only memory. Onboard Software includes Base Software and Advanced Software.

Advanced Software” means optional capabilities, functions, or other features of the Onboard Software that may be specified and identified as such in the Order Form. Skydio’s characterization of capabilities, functions or other features as Advanced Software shall be dispositive. Notwithstanding any other provision herein, a software feature that is locked or otherwise disabled unless or until an Advanced Software Package is purchased for such software feature shall be deemed an Advanced Software. Advanced Software does not include Mobile Apps.

Advanced Software Package” means an optional, limited-term, additional-charge license right, specified in the Order Form, pursuant to which Skydio shall unlock Advanced Software to permit Customer to use Advanced Software (and in some cases the Hardware that it controls).

Order Form” means the written ordering document physically or electronically signed by both Customer and Skydio that specifies the Hardware, Advanced Software Package, and other Software licenses purchased by Customer.

Software” means Onboard Software and Mobile Apps.

Support Term” means, for Base Software, the support term specified in the Order Form, and, for each Advanced Software Package, the applicable License Term for such Advanced Software Package purchased hereunder.

Updates” means any upgrades, updates, maintenance releases, bug fixes, or modified versions of Software that Skydio may release from time to time at its sole discretion.

2. License. Subject to and in accordance with the terms and conditions of this EULA and further conditioned upon Customer’s payment of all Fees, Skydio grants to Customer:

a. a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 below titled “Transferability”) right and license to use the Base Software solely on Hardware;

b. 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;

c. if Customer purchases an Advanced Software Package for the use of an Advanced Software, as specified in the Order Form, a limited, non-exclusive, non-transferable right and license, during the License Term of the Advanced Software Package, to use the Advanced Software on Hardware that Customer purchases from Skydio solely to operate the Hardware in accordance with this EULA (“Advanced Software License”); and

d. a limited, non-exclusive, non-transferable right and license to install solely on Hardware any Updates to the Onboard Software, if and when provided by Skydio.

3. Additional License Terms. The license rights of Section 2 are limited to the United States, Canada, and Japan.

a. Unless otherwise specified in the applicable Order Form, the Advanced Software License is granted on a per-unit basis and it may only be exercised with respect to the specific units of Hardware identified on the applicable Order Form or, if the Order Form does not specify such units, then with respect to no more than the total number of Hardware units authorized on the Order Form, or if such total number of units is not specified on the Order Form, then only with respect to one (1) single Hardware unit (“Authorized Units”).

b. Rights under the Advanced Software License are not transferable between Authorized Units. When an Advanced Software License is exercised on a specific Authorized Unit (by unlocking, activating, accessing, or using the Advanced Software on that Authorized Unit), such Advanced Software License, or any rights thereof, cannot be transferred to a different unit of Hardware, except if Skydio replaces an Authorized Unit pursuant to a warranty claim, Skydio shall transfer to the replacement Authorized Unit, the Advanced Software License of the inoperable unit that is being replaced.

4. Limitations and Restrictions
. The foregoing license grant excludes any right to, and Customer shall not (and shall not permit others to) do any of the following with respect to the Software: (i) license, sublicense, sell, resell, rent, lease, transfer, distribute, time share, operate as a service bureau, or otherwise make any of it available for access by third parties; (ii) disassemble, reverse engineer or decompile it; (iii) copy, create derivative works based on or otherwise modify it; (iv) remove or modify a copyright, trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (vi) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts, agents or other programs or otherwise engage, in a malicious act or disrupt its security, integrity or operation; (vii) install, execute or otherwise use or reproduce Onboard Software on any device other than the Hardware on which Skydio originally installed the Onboard Software except as otherwise expressly provided in this EULA; (viii) install any Software on any type of device not approved by Skydio; (ix) install, execute or otherwise use or reproduce Software other than as expressly permitted by this EULA and the applicable Order Form or other Proof of Entitlement, including without limitation using the Software in excess of limitations or restrictions specified in the applicable Order Form; (x) disable or otherwise circumvent any technological measures in Software to limit its installation, use or access;(xi) unlock, activate, access or use an Advanced Software on any device other than as permitted under an Advanced Software Package purchased by Customer; and (xii) publish or release any benchmarking or performance data applicable to the Software. Customer hereby agrees to 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 an alleged violation of the foregoing restrictions.

5. Transferability. Subject to the terms and conditions of this EULA, Customer may transfer the Base Software, including any relevant Base Software license rights, only on a permanent basis and as part of the sale or transfer of the Hardware on which the Base Software is loaded, provided that Customer retains no copies of any version of the Software. With the exception of the Base Software, Customer may not transfer any other Software or other Software license rights granted herein to another person or entity without the express written permission of Skydio, unless allowed by applicable law stating that transfer may not be restricted.

6. Evaluation License. Skydio may make certain Software available in object code form to end users only for evaluation, training, or other limited non-commercial purposes without charging a Fee (“Evaluation License”). Where Skydio has provided an Evaluation License, all of the terms of this EULA shall apply except that (i) Customer’s license rights shall be limited to the evaluation of that Software, (ii) Customer shall not be required to pay a Fee for the evaluation of that Software and (iii) Skydio shall have the right to revoke the license to the Software at any time and for any reason.

7. Updates. The terms and conditions of this EULA shall apply to all Updates or additional copies of the Software. Subject to the terms and conditions of this EULA, including Customer’s timely payment of all Fees due and owed to Skydio, Skydio will provide or make available to Customer, during the Support Term, Updates for Base Software, Mobile Apps and any Advanced Software that was enabled under the purchased Advanced Software Package on the Authorized Units. Notwithstanding any other provision of this EULA, Customer has no license or right to use any Updates to the Advanced Software unless Customer holds a valid license to the Advanced Software and has paid any required Fees for such Advanced Software. Updates are solely provided on a “when-and-if-available” basis and as made generally available by Skydio to its customers. Customer shall promptly install any Updates that Skydio designates as required for the continued safe operation of Hardware or operation of any Advanced Software.

8. Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other proprietary notices on all copies, in any form, of the Software in the same form and manner that such copyright and other proprietary notices are included on the Software.

9. Reservation of Rights. The Software and documentation are owned by Skydio and its licensors, and is protected by copyright, patent, trademark, and trade secret laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and under applicable laws. As between Customer and Skydio, the Software, including without limitation intellectual property rights therein and thereto, are the sole and exclusive property of Skydio or its subsidiaries or affiliated companies and/or its third-party licensors. All Software is licensed to Customer, not sold. Skydio reserves all rights not expressly granted in this EULA, and no rights or licenses shall be deemed or interpreted to be granted or transferred hereunder, whether by implication, estoppel, or otherwise.

10. Fees. Skydio reserves the right to suspend and/or terminate access to the Software if any undisputed Fees are past due. Such suspension or termination shall not relieve Customer from its obligation to pay all undisputed amounts due under this Agreement.

11. Third Party Software and Open Source Software. The Software may include third party software, and open source software (“OSS”), and such software is provided under separate license terms.

a. To the extent the licenses for any OSS require Skydio to make available to Customer the corresponding source code included in the Software, Customer may obtain a copy of the applicable OSS source code by sending a written request to legal@skydio.com. The OSS license terms shall take precedence over this EULA to the extent that this EULA imposes greater restrictions on Customer than the applicable OSS license terms. Customer acknowledges receipt of notices for the Open Source Components for the initial delivery of the Software.

b. The use of third party software or applications, or the integration of such software or applications with the Software, (collectively, “Third Party Applications”), may result in Customer data or information being transferred to a third party. Skydio is not responsible for, and Customer agrees to hold Skydio harmless, for any data or information transferred to third parties in connection with your use of Third Party Applications.

12. Commercial Item. The 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. Consequently, regardless of whether Customer is United States Government or a department or agency thereof, Customer shall acquire only those rights with respect to the Software and associated documentation that are set forth in this EULA.

13. Terms Applicable To U.S. Federal Government Users. Skydio provides the Software for U.S. Federal Government end customers under this EULA with the following modifications: (i) as related to Government Customers, this Agreement shall be governed by Federal law, including questions of jurisdiction and venue; and (ii) any limitations of liability referenced herein shall be government to the extent permitted under Federal law. Government Customers shall indemnify Skydio relating to this Agreement only for actions and in amounts authorized by Federal law.

14. Term and Termination. This EULA is effective upon Software purchase, activation, or download, as applicable, and shall continue until terminated.

a. Paid License Term. Each Advanced Software Package purchased hereunder will have its own License Term. If Customer purchased a license to the Software, then the License Term applicable to an Advanced Software Package specified in Customer’s Proof of Entitlement is for the time period identified in such Proof of Entitlement, unless earlier terminated pursuant to this EULA. Except as otherwise stated in an Order Form, at the end of such initial term, and for each renewal term thereafter if any, subject payment of the then-current applicable license Fees for each such renewal term, this EULA will automatically renew for additional one-year successive renewal terms, unless either party gives notice of nonrenewal at least 30 days before the expiration of the then-current term. Unless Skydio terminates this EULA for breach by Customer, the perpetual licenses to use Base Software shall survive.

b. Free or Trial License Term. If you have obtained a license to a free version of the Software, then your license will continue until terminated in accordance with this EULA. If you have obtained a trial license to the Software, then your license will continue for such time period as may be specified by Skydio with respect to such trial (and if no period is specified, for 30 days). Skydio may terminate a trial license at any time at its sole discretion.

c. Termination. Skydio may terminate Customer’s license rights under this EULA immediately without notice if Customer fails to comply with any terms of this EULA or Customer fails to make any payment as required hereunder. In no event will termination relieve Customer of its obligation to pay any Fees payable to Skydio for the period prior to the effective date of termination. Upon termination or expiration of this EULA for any reason, Customer shall immediately cease using any Software and must destroy or return to Skydio all copies of the Software and associated documentation in its possession or control. The following sections shall survive the termination or expiration of this EULA: Sections 1, 2(a), 2(b), 2(d), 4, 5, and 7-25.

d. End of Life. Skydio may discontinue the provision of any Software, support, or Updates in its sole discretion in accordance with, and any licenses granted herein are subject to, Skydio Product End of Life Policy, which is available at https://support.skydio.com/hc/en-us/articles/360057153714, and is hereby incorporated by reference herein.

15. Disclaimer of Warranties. THE SOFTWARE IS PROVIDED "AS IS" AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYDIO, ON BEHALF OF ITSELF, ITS AFFILIATES AND SUPPLIERS SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SOFTWARE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. SKYDIO MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOU OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. IN NO EVENT SHALL SKYDIO, BE LIABLE UNDER ANY LEGAL THEORY, FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES OR LOST PROFITS. CUSTOMER ASSUMES ALL RISK FOR ANY DAMAGE OR INJURY THAT MAY RESULT FROM CUSTOMER’S USE OF THE SOFTWARE OR ANY CONTENT MADE AVAILABLE USING THE SOFTWARE. CUSTOMER AGREES THAT CUSTOMER’S USE OF THE SOFTWARE IS AT CUSTOMER’S OWN RISK AND THAT CUSTOMER IS SOLELY RESPONSIBLE FOR ANY PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY OR LOSS OF DATA. ANY USE OF THIRD PARTY SITES OR THIRD PARTY APPLICATIONS OR CONTENT PROVIDED BY ANY SUCH THIRD PARTY IS AT YOUR OWN RISK AND SKYDIO PROVIDES NOT WARRANTY OR INDEMNIFICATION RELATED TO SUCH USE OR ACCESS.

16. Limitation of Liability. IN NO EVENT SHALL SKYDIO OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS AND OTHER SUPPLIERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, AND AGENTS, (COLLECTIVELY, “SKYDIO PARTIES”) BE LIABLE TO CUSTOMER 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 SOFTWARE, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE) OR ARISING UNDER ANY OTHER LEGAL THEORY, EVEN IF SUCH SKYDIO PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, THE SKYDIO PARTIES’ AGGREGATE LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY CLAIMING THROUGH CUSTOMER IS LIMITED TO THE GREATER OF $100 OR THE AMOUNTS PAID BY CUSTOMER UNDER THE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. The foregoing limitations apply, even if the remedy fails of its essential purpose. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

17. Indemnification. Customer shall defend, indemnify, and hold Skydio, its affiliates, directors, employees, and representatives harmless against any liabilities, losses, damages, claims, demands, fees, expenses, and other costs of any kind or nature, including, without limitation, any attorney fees, expert fees, filing fees, judgments and settlement amounts associated therewith, as and when incurred, made by a third party and arising out of or related to: (i) Customer’s use of the Software in violation of this EULA, (ii) any violation by Customer or Customer’s employees, representatives or agents, of any applicable law or regulation, (iii) Customer’s violation of any third party right, including property, privacy, publicity, confidentiality or intellectual property right, or (iv) any breach or alleged breach of this EULA by Customer or any of Customer’s employees, representatives or agents, of any obligation, representation or warranty contained in this EULA.

18. Customer’s Representations and Warranties. Customer represents, covenants, and warrants that: (i) Customer will use the Software only in compliance with, and subject to all limitations and instructions in, any provided documentation and only as expressly permitted under this EULA; (ii) Customer will comply with all relevant laws, rules, regulation and statutes set forth by governments, law enforcement, and regulatory agencies when using the Software and that Customer will not use the Software for any illegal purpose; (iii) Customer will not operate the Hardware or Software outside of the United States, Japan or Canada; (iv) Customer will not use the Hardware or Software in any hazardous activity likely to result in death or injury to persons or injury to property; and (v) Customer will comply with all relevant flight limitations and restrictions that may be imposed during the flight and to obtain all required approvals and clearances from any government agencies before flight.

19. Export and Compliance with Laws. Customer acknowledges that the Software may contain encryption or encryption technology and may be subject to certain controls and restrictions under U.S. and non-U.S. export, re-export and other laws, regulations and restrictions, including, without limitation, the U.S. Export Administration Act of 1979, as amended from time to time, and regulations promulgated thereunder, U.S. trade sanction programs, and other regulations promulgated by the Office of Foreign Assets Control, the Department of Commerce or other departments of the U.S. government (collectively, “Export Regulations”). Customer agrees that it is solely responsible for obtaining and will obtain any necessary approvals or licenses from the applicable U.S. and foreign regulatory authorities. Without limiting the generality of the foregoing, Customer represents and warrants to Skydio that it will not, directly or indirectly, export or re-export, supply, or otherwise make available the Software or any related technical information or data to any person in violation of any Export Regulation, including, without limitation, re-exporting, supplying or otherwise making available the Software to any person on the U.S. Department of Commerce’s Denied Persons List or affiliated lists, on the U.S. Department of Treasury’s Specially Designated Nationals List, located in a country that is subject to a U.S. Government embargo or on the State Sponsors of Terrorism list or on any U.S. export exclusion lists (collectively, the "Export Denial Lists"). Customer represents and warrants that it is not on any of the Export Denial Lists and that Customer is not using and will not use any Software or related technical information or data to further activities in support of development, manufacture, or use of nuclear fuel or weapons, missiles, or chemical or biological weapons. Customer further certifies to Skydio that Customer will immediately notify Skydio if at any time those warranties and representation become no longer accurate.

20. Activation. Software may be programmed with technological measures to ensure that Customer’s use of Software and Hardware is authorized under this EULA. These technological measures include automatically communicating with Skydio via the Internet when the Software is in use to confirm that the license, pursuant to which the Software is activated, remains in effect and is being used in accordance with the terms of this EULA. IF, AT THAT TIME, THE LICENSE HAS EXPIRED OR TERMINATED OR HAS BEEN SUSPENDED, OR IF THE SOFTWARE IS USED IN VIOLATION OF THIS EULA, THEN THE SOFTWARE MAY DEACTIVATE AND WILL NOT OPERATE AND CUSTOMER MAY BE UNABLE TO USE THE SOFTWARE AND HARDWARE WHICH THE SOFTWARE CONTROLS. Skydio shall reactivate the Software promptly if and when the subject license is reinstated.

21. Reports and Audit. Customer agrees to monitor its use of the Software and maintain accurate, complete, and auditable records of its level of use. If at any time Customer becomes aware that it has used any Software without paying any applicable Fees or in excess of the limitations set forth in any applicable Proof of Entitlement, Customer shall promptly notify Skydio in writing of such use and pay any additional Fees for the type of the Software or the features or functionality thereof actually used by Customer. Customer agrees that Skydio shall have the right, at Skydio’s expense, to audit Customer’s use of the Software on at least 30 business days’ advance notice, during Customer’s normal business hours and no more frequently than once every year, which audit shall not unreasonably interfere with Customer’s business.

22. Feedback. Customer may provide suggestions, comments, or other feedback (collectively, “Feedback”) regarding Skydio’s products and services. Feedback is entirely voluntary. Skydio may use Feedback for any purpose without obligation of any kind. Customer hereby assigns to Skydio exclusively and perpetually, all rights, titles, and interests, including all intellectual property rights, Customer may have in the Feedback.

23. General Provisions. Skydio may assign this EULA 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 express written consent of Skydio; provided, however, Customer may assign this Agreement in its entirety, together with all rights and obligations hereunder, 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. Any assignment or assumption in violation of the foregoing shall be void and of no effect. Subject to the foregoing, this EULA shall bind and inure to the benefit of the parties and their respective permitted successors and assigns. This EULA represents the entire agreement between the parties with respect to the Software, and supersedes any prior or contemporaneous oral or written agreements concerning the subject matter contained herein. The terms of any purchase order or similar document submitted by Customer to Skydio will have no effect. This EULA may only be modified, or any rights under it waived, by a written agreement executed by the party against which it asserted.

24. Venue and Choice of Law. This EULA will be construed, interpreted, and performed exclusively according to the laws of the State of California, United States of America, without giving effect to any principles of conflicts of law. The United Nations Convention for the International Sale of Goods shall not apply. Any action at law or in equity arising out of or directly or indirectly relating to this EULA will be instituted only in the Federal or state courts located in the County of San Mateo, California. You irrevocably consent and submit to the personal jurisdiction of those courts for the purposes of any action related to this EULA.

25. ADDITIONAL TERMS APPLICABLE TO MOBILE APPS

a. Push Notifications. Customer may permit the Mobile App to send Customer push notifications, including alerts, sounds, and icon badges. Notifications can be configured in the settings for Customer’s device. Customer’s personal information may be used to provide Customer with push notifications. All information collected or used in connection with push notifications is subject to Skydio’s Privacy Policy.

b. Data Collection and Privacy
. The Mobile App may collect information about Customer’s use of the Mobile App, including the Hardware you use and control from within the Mobile App, and personal data and information about your location. In addition, the Mobile App collects information you provide directly or through automated means, including geolocation data (if you choose to share it), device and OS identification, and feature usage. By using the Mobile App, you consent to Skydio using and processing this information for the purposes specified in Skydio’s Privacy Policy. Any information you provide to your device’s operating system provider such as Apple or Google (“OS Provider”) will be subject to that provider’s applicable privacy notice.

c. Third Party Sites or Content.
The Mobile App may contain links to other third-party sites or provide features or content that are not owned or controlled by Skydio or your OS Provider, such as maps content. Use of such third-party sites, features or content is subject to the then-current version of the privacy policies and terms and conditions of such third parties. Skydio and your OS Provider have no control over and assume no responsibility for any actions or omissions of such third parties. If you decide to access any of the third-party sites, features, or content available through the Mobile App, you do so entirely at your own risk, and you are subject to the policies of those third parties where applicable. By using this Application, you expressly relieve Skydio and your OS Provider from any and all liability arising from your use of any third-party site, features, or content accessed from this Mobile App.

d. For any customer questions or inquiries, please contact our support team at https://support.skydio.com/hc/en-us/requests/new.

ADDITIONAL TERMS APPLICABLE TO GOOGLE ANDROID-BASED DEVICES. If you are using an Android-based device, in the event of any conflict between this EULA and the Google Play Developer Distribution Agreement, the latter shall supersede this EULA.

ADDITIONAL TERMS APPLICABLE TO APPLE iOS-BASED DEVICES. The following additional terms and conditions apply to you on your use of the Mobile App on an iOS-based device. In the event of any conflict between these additional terms and the rest of the EULA, these additional terms shall control. For the purposes of this EULA, “Apple” means Apple, Inc., a California corporation with its principal place of business at One Infinite Loop, Cupertino, California 95014, U.S.A., and “App Store” means an electronic store and its storefronts branded and owned and/or controlled by Apple or an affiliate of Apple. To the extent that the usage rules for the Mobile App set forth in Apple’s App Store Terms of Service are more restrictive, such usage rules shall apply.

a. This is an agreement between you and Skydio, and not with Apple. Apple is not responsible for this Mobile App and the content thereof.

b. Skydio grants you the right to use this Mobile App only on an iOS product that you own or control and as permitted by the Usage Rules set forth in the App Store Terms of Service. The license granted is non-transferable.

c. Apple has no obligation whatsoever to furnish any maintenance and support services with respect to this Mobile App.

d. In the event of any failure of this Mobile App to conform to any applicable warranty, you may notify Apple, and Apple will refund the purchase price, if applicable, for this Application to you, and to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to this Mobile App.

e. Apple is not responsible for addressing any claims by you or any third-party relating to this Mobile App or your possession and/or use of this Mobile App, including but not limited to: (i) product liability claims; (ii) any claim that the Mobile App fails to conform to any applicable legal or regulatory requirement; and (ii) claims arising under consumer protection or similar legislation.

f. Apple is not responsible for the investigation, defense, settlement, and discharge of any third-party intellectual property infringement claim.

g. You must comply with any applicable third-party terms of agreement when using this Mobile App, if any.

h. Apple and Apple’s subsidiaries are third-party beneficiaries of this EULA, and upon your acceptance, Apple as a third-party beneficiary thereof will have the right (and will be deemed to have accepted the right) to enforce this EULA against you.


MAPBOX TERMS

The Mobile App uses features and content provided by Mapbox, such as maps and locations on a map. Use of any such Mapbox features and content is subject to the then-current version of Mapbox’s terms and privacy policy, which can be found at https://www.mapbox.com/legal/tos/, including the Mapbox Government Terms of Service, which can be found at https://www.mapbox.com/legal/usg-tos, and you hereby agree to comply with such terms. You can opt-out of location telemetry reporting pursuant to such terms.

Skydio, Inc., 114 Hazel Ave., Redwood City, 94061


Returns for Refund

All purchases from the Skydio online store have a 30 day return period, starting from the day your product is delivered to you.

Your returned product must be in the original packaging and in the same condition that you received it in to be eligible for a return.

To complete your return, you may be required to provide a receipt or proof of purchase.

Once your return is received and inspected, we will send you an email to notify you that we have received your returned item. At that point, we will process your refund, and a credit will automatically be applied to your credit card or original method of payment within ten days.

LATE OR MISSING REFUNDS

If you haven’t received a refund within the specified time, please re-check your credit card statement. Then contact your credit card company, as it may take some time before your refund is officially posted. If you’ve done all of this and you still have not received your refund yet, please contact us at help@skydio.com.

INITIATING A RETURN

To initiate a return of your product, please contact our support team at help@skydio.com, or call us at 855-GOFLY02 (855-463-5902).

SHIPPING

You are responsible for paying for the return shipping costs when returning an item for a refund.

If you are shipping your Skydio product back to us, you should consider using a trackable shipping service or purchasing shipping insurance, as we cannot guarantee that we will receive your returned item.

Privacy Policy


SKYDIO PRIVACY POLICY

Last Updated: December 19th, 2017

This Privacy Policy explains how information about you is collected, used and disclosed by Skydio, Inc. (“Skydio”). This Privacy Policy applies to information we collect when you use our websites, mobile applications, Skydio products and other online products and services (collectively, the “Services”) or when you otherwise interact with us.

We may change this Privacy Policy from time to time. If we make changes, we will notify you by revising the date at the top of the policy and, in some cases, we may provide you with additional notice (such as adding a statement to our homepage or sending you a notification). We encourage you to review the Privacy Policy whenever you access the Services or otherwise interact with us to stay informed about our information practices and the ways you can help protect your privacy.

Collection of Information

Information You Provide to Us.

We collect information you provide directly to us. For example, we collect information when you create an account, participate in any interactive features of the Services, fill out a form, make a purchase, apply for a job, communicate with us via third-party social media sites, request customer support or otherwise communicate with us. The types of information we may collect include your name, email address, postal address, phone number, fax number, credit card information, home wifi information, social media IDs, and any other information you choose to provide.

Information We Collect Automatically When You Use the Services. When you access or use our Services, we automatically collect information about you, including:

Log Information: We collect log information about your use of the Services, including the type of browser you use, access times, pages viewed, feature usage, your IP address and the page you visited before navigating to our Services.

Device Information: We collect information about the computer or mobile device you use to access our Services, including the hardware model, operating system and version, unique device identifiers, and network connection information.

Audio and Video Information: Your Skydio product records video and audio. If you allow the Skydio app to access your mobile device’s microphone, the mobile device corresponding to your Skydio product will record local audio during normal use of the Skydio product. If you send us flight log data through the mobile application or if you opt in to automatically sending flight log data, the audio from the corresponding mobile device, and the video and audio from your Skydio product may be sent back to Skydio. Even if you do not opt-in, such information will remain on your mobile device and Skydio product.

Location Information: If enabled, we may collect information about the location of your device, such as GPS data, each time you access or use one of our mobile applications or otherwise consent to the collection of this information. Your Skydio Product automatically collects GPS location information as part of its normal operation and sends it to your mobile device. For more details, please see “Your Choices” below.

Diagnostic Information (Drone and Device): We may automatically collect information at any time from your Skydio product, such as navigation logs that contain orientation, speed, system faults, obstacle detection, control feature usage information, and phone IMU measurements.

Information Collected by Cookies and Other Tracking Technologies: We and our service providers use various technologies to collect information, including cookies and web beacons. Cookies are small data files stored on your hard drive or in device memory that help us improve our Services and your experience, see which areas and features of our Services are popular and count visits. Web beacons are electronic images that may be used in our Services or emails and help deliver cookies, count visits and understand usage and campaign effectiveness. For more information about cookies, and how to disable them, please see “Your Choices” below.

Information We Collect From Other Sources:

We may also obtain information from other sources and combine that with information we collect through our Services. For example, we may collect information about you from third parties, including but not limited to identity verification services, credit bureaus, mailing list providers and publicly available sources. If you create or log into your account through a social media site, we will have access to certain information from that site, such as your name, account information and friends lists, in accordance with the authorization procedures determined by such social media site.

Use of Information

We may use information about you for various purposes, including to:

Provide, maintain and improve our Services;

Provide and deliver the products and services you request, upload media to social media sites at your direction, process transactions and send you related information, including confirmations and invoices;

Send you technical notices, updates, security alerts and support and administrative messages;

Respond to your comments, questions, and requests and provide customer service;

Communicate with you about products, services, offers, promotions, rewards, and events offered by Skydio and others, and provide news and information we think will be of interest to you;

Monitor and analyze trends, usage, and activities in connection with our Services;

Detect, investigate and prevent fraudulent transactions and other illegal activities and protect the rights and property of Skydio and others;

Personalize and improve the Services and provide advertisements, content or features that match user profiles or interests;

Link or combine with information we get from others to help understand your needs and provide you with better service; and

Carry out any other purpose for which the information was collected.

Sharing of Information

We may share information about you as follows or as otherwise described in this Privacy Policy:

With vendors, consultants and other service providers who need access to such information to carry out work on our behalf, including, but not limited to, third-party payment processors;

In response to a request for information if we believe disclosure is in accordance with or required by, any applicable law, regulation or legal process;

If we believe your actions are inconsistent with our user agreements or policies, or to protect the rights, property, and safety of Skydio or others;

In connection with, or during negotiations of, any merger, sale of company assets, financing or acquisition of all or a portion of our business by another company;

Between and among Skydio and it's current and future parents, affiliates, subsidiaries and other companies under common control and ownership; and

With your consent or at your direction.

We may also share aggregated or de-identified information, which cannot reasonably be used to identify you.

Social Sharing Features

The Services may offer social sharing features and other integrated tools, which let you share actions you take on our Services with other media, and vice versa. Your use of such features enables the sharing of information with your friends or the public, depending on the settings you establish with the entity that provides the social sharing feature. For more information about the purpose and scope of data collection and processing in connection with social sharing features, please visit the privacy policies of the entities that provide these features.

Advertising and Analytics Services Provided by Others

We may allow others to provide analytics services and serve advertisements on our behalf across the Internet and in applications. These entities may use cookies, web beacons, device identifiers and other technologies to collect information about your use of the Services and other websites and applications, including your IP address, web browser, mobile network information, pages viewed, time spent on pages or in apps, links clicked and conversion information. This information may be used by Skydio and others to, among other things, analyze and track data, determine the popularity of certain content, deliver advertising and content targeted to your interests on our Services and other websites and better understand your online activity. For more information about interest-based ads, or to opt out of having your web browsing information used for behavioral advertising purposes, please visit www.aboutads.info/choices. Your device may also include a feature (“Limit Ad Tracking” on iOS or “Opt Out of Interest-Based Ads” on Android) that allows you to opt out of having certain information collected through apps used for behavioral advertising purposes.

We may also work with other websites or platforms to serve ads to you as part of a customized campaign unless you notify us that you prefer not to have information about you used in this way. We respect the wishes of anyone who does not want to be tracked by third-party advertising companies online. Users may opt out of cookie-based online advertising and analytics programs by following the opt-out instructions provided by our advertising and analytics partners.

Security

Skydio takes reasonable measures to help protect information about you from loss, theft, misuse and unauthorized access, disclosure, alteration, and destruction.

Transfer of Information to the U.S. and Other Countries

Skydio is based in the United States, and the information we collect is governed by U.S. law. By accessing or using the Services or otherwise providing information to us, you consent to the processing, transfer, and storage of information in and to the U.S. and other countries, where you may not have the same rights and protections as you do under local law.

Your Choices

Account Information. You may update, correct or delete information about you at any time by logging into your account, or emailing us at help@skydio.com. If you wish to deactivate your account, please email us, but note that we may retain certain information as required by law or for legitimate business purposes. We may also retain cached or archived copies of information about you for a certain period of time.

Location Information. When you first launch any of our mobile applications that collect location information, you will be asked to consent to the application’s collection of this information. If you initially consent to our collection of location information, you can subsequently stop the collection of this information at any time by changing the preferences on your mobile device. You may also stop our collection of location information by following the standard uninstall process to remove all of our mobile applications from your device. Your Skydio product uses GPS to collect location information during its normal operation. Because this information is required for safe flight, you cannot disable location collection on your Skydio product.

Cookies. Most web browsers are set to accept cookies by default. If you prefer, you can usually choose to set your browser to remove or reject browser cookies. Please note that if you choose to remove or reject cookies, this could affect the availability and functionality of our Services.

Promotional Communications. You may opt out of receiving promotional content from Skydio by following the instructions in those emails or text messages. If you opt out, we may still send you non-promotional communications, such as those about your account or our ongoing business relations.

Mobile Push Notifications/Alerts. With your consent, we may send promotional and non-promotional push notifications or alerts to your mobile device. You can deactivate these messages at any time by changing the notification settings on your mobile device.

Your California Privacy Rights. California law permits residents of California to request certain details about how their information is shared with third parties for direct marketing purposes. If you are a California resident and would like to make such a request, please contact us at help@skydio.com.

Contact Us

If you have any questions about this Privacy Policy, please contact us at help@skydio.com

Terms of Use


Terms of Use

1. OVERVIEW

These Terms of Use, together with the Privacy Policy, Terms and Conditions of Sale and Limited Warranty Statement, (collectively the “Terms”) govern your use of the Skydio, Inc., (“Skydio,” “we,” or “us”) website Skydio.com and any subdomains thereof (the “Website”), your Skydio product and accessories (“Product”), including the software in the product (“Product Software”), and any software applications that can be downloaded via your device (“Mobile Apps”) (collectively the “Offerings”). By using the Offerings, you are consenting to the Terms. The term “you” or “your” as used in the Terms means any person or entity who accesses the Website, creates an Account or utilizes the Products, including Owners and Authorized Users as defined below. In the event of a conflict between the Terms, these Terms of Use will control.

As described below, the Offerings may incorporate certain features allowing for software and other Updates to be implemented in the future. To the extent such Updates are added to or enabled for the Products, including automatic software Updates, they will automatically become part of the Offerings and will be subject to the Terms.

We may periodically modify the Terms. If we make significant changes to the Terms we will notify you via the Offerings (e.g., by providing notice via our Mobile Apps or email) indicating that the Terms have been changed. By continuing to use the Offerings you are consenting to the revised Terms. If you do not agree with the modifications, you must cease using the Offerings.

PLEASE NOTE THAT THE TERMS CONTAIN A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS. VIEW THESE TERMS HERE.

2. ELIGIBILITY AND ACCOUNTS

The Products and Offerings are intended solely for users who own a Skydio Product or are Authorized Users of a Skydio Product and are not intended for resale. Any registration, use of the Products or access to the Offerings by anyone who is not so permitted is strictly prohibited and in violation of the Terms. By using the Products and Offerings, you represent to us that you are legally permitted to use the Product.

To use the Products and certain portions of the Offerings, you may be required to register and use a Skydio Account (“Account”) or be an Authorized User (see below) of the Account. If you are under the age of 18, you must have your parent or guardian create an account for you. By creating an Account, you represent and warrant that you are 18 years of age or older and are legally competent to enter into and agree to the Terms. If you are creating an Account for your child or custodial charge (“Minor”) you represent and warrant that such Minor is legally permitted to operate the Product, that you and such Minor understands these Terms and that you agree to ensure your Minor’s compliance with them. You agree that you are liable for any violations of the Terms by such Minor.

To create an Account, you will register your email address or phone number and confirm it by entering a code you receive. You must provide us with accurate, complete and updated registration information about yourself and the Minor for which you are creating an Account (if applicable). You may not use an email address or phone number that you do not have the right to use, or another person’s identity with the intent to impersonate that person. The individual who creates the Skydio Account is the “Owner.” If an Owner discloses their log-in credentials to another person or otherwise allows another person to access the Account, that individual is authorized by the Owner to utilize the Product and Offerings under that Owner’s Account. Such individual is an “Authorized User.” You (as the Owner of the Account) (i) will inform each Authorized User of the Terms, and (ii) represent and warrant that each such Authorized User understands the Terms and that you agree to ensure each such Authorized User’s compliance with the Terms. You (as the Owner of an Account) are responsible for all actions taken by Minors and Authorized Users and any other third parties related to your Account, including any violations of the Terms by such Minors, Authorized Users and third parties.

Accordingly, you must protect the security of your Account and only share these credentials with individuals that you trust to have such access.

3. PRODUCTS AND PRODUCT SOFTWARE

a. Safety. To ensure proper performance of your Product and to best avoid injury or damage, ensure your Product is used properly in accordance with the information and warnings in the Safety and Operating Guide (https://www.skydio.com/safety).

b. Product Software License. Subject to and in accordance with the Terms, Skydio grants to you a non-exclusive, limited, non-transferable license (without the right of sublicense), for your personal, non-commercial use (unless otherwise agreed in a separate agreement between you and Skydio) to (a) install and use one copy of the Product Software and any Updates thereto, in executable object code form only, solely on the Product that you own or control, or are authorized to use and control, and solely for purposes of using the Products, and (b) execute one copy of each of the Mobile Apps and any Updates thereto, per device utilized by you to operate the Product in executable object code form only, solely on the device that you own or control, or are authorized to use and control, and solely for the purpose of operating the Product.

c. Wireless Services. The Products utilize wireless services that may incur extra costs. Such costs are governed by the terms of a separate agreement between you and your selected wireless service provider.

d. Resale. Purchases of Products are intended for end users only and are not authorized for resale.

e. Limited Warranty. The Limited Warranty Statement for Skydio Products is available at www.skydio.com/legal.

4. MOBILE APPS

If you install and access a Mobile App that was downloaded from an app store or app distribution platform, such as the Apple App Store® or Google Play™, (the “App Provider”), you acknowledge and agree that:

1. The Terms are concluded between you and Skydio only, and not with the App Provider, and that we, not the App Provider, are responsible for the Mobile Apps;

2. The Mobile Apps are licensed to you on a limited, non-exclusive, non-transferable basis, and without the right to sublicense, solely to be used in connection with the Offerings for your personal, non-commercial use unless otherwise agreed to in a separate agreement between you and Skydio;

3. You will only use the Mobile Apps in connection with a device that you own or control;

4. You acknowledge and agree that the App Provider has no obligation whatsoever to furnish any maintenance and support services with respect to the Apps;

5. In the event of any failure of the Mobile Apps to conform to any applicable warranty, including those implied by law, you may notify the App Provider of such failure; upon notification, the App Provider’s sole warranty obligation to you will be to refund to you the purchase price, if any, of the Mobile App;

6. You acknowledge and agree that Skydio, and not the App Provider, is responsible for addressing any claims you or any third party may have in relation to the Mobile Apps including, but not limited to: (i) product liability claims; (ii) any claim that the Mobile Apps fail to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation;

7. You acknowledge and agree that, in the event of any third party claim that the Mobile Apps or your possession and use of the Mobile Apps infringe that third party’s intellectual property rights, Skydio, and not the App Provider, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim to the extent required by these Terms;

8. You represent and warrant that you are not located in a country subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country, and that you are not listed on any U.S. Government list of prohibited or restricted parties;

9. Both you and Skydio acknowledge and agree that, in your use of the Mobile Apps, you will comply with any applicable third party terms of agreement which may affect or be affected by such use; and

10. Both you and Skydio acknowledge and agree that the App Provider and its subsidiaries are third party beneficiaries of these Terms, and that upon your acceptance of these Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as the third party beneficiary hereof.

5. LIMITATIONS OF OFFERINGS.

a. Reliability and Availability. Our aim is that our Offerings are reliable and available, but you acknowledge and agree that they are not guaranteed to be 100% reliable or 100% available. The Mobile App may be subject to interruptions and failures for a variety of reasons that are beyond our control, including interruptions or failures caused by your mobile device, your mobile device carrier, the intermittency of your wireless connection and service provider uptime, etc. You acknowledge these limitations and agree that Skydio is not responsible for any damages caused by failure or delay of the Offerings.

b. Product Requirements. You acknowledge that our Offerings may not work as described when the compatibility requirements have not been met. Skydio is not responsible for any losses or damages caused by installation and use of the Offerings that do not meet our compatibility specifications available on www.skydio.com/compatibility.

6. AUTOMATIC SOFTWARE UPDATES.

Skydio may from time to time develop patches, bug fixes, updates, upgrades and other modifications to the Offerings (“Updates”). Some of these Updates may be provided to you through automatic software updates. You consent to these automatic Updates and acknowledge that you may be required to install Updates to continue to use the Offerings. To the extent any Updates involve changes to the Terms, you may be required to agree to a revised version of these Terms to use such Updates. Cellular data charges may apply to Updates.

7. RESTRICTIONS.

You and your Authorized Users agree to use the Offerings only in a manner that complies with all laws. You and your Authorized Users may not data mine, scrape, crawl, or use any robot or other automatic devices, script, technology or process that sends automated queries to the Website, or uses other similar methods or tools, to gather or extract Content (as defined below) from the Offerings. Also, you and your Authorized Users may not use the Offerings to compile data (or any other portion of the Content) in a manner that is used or usable by a competitive product or service. You and your Authorized Users may not link to the Website or any portion of the Offerings (including linking to a specific portion of the Offerings or framing Content in any way) and you and your Authorized Users may not employ script searches or search results from the Website in a manner that results in the display of any Content on a third party website or elsewhere.

You and your Authorized Users may not modify the manner in which the Offerings are displayed or function, including framing, scraping or any other technique that would alter the display of the Website or the visual display of the Mobile Apps or Offerings, including the Content. You and your Authorized Users may not use any device, software or routine to interfere or attempt to interfere with the proper functioning and display of the Website or the Mobile Apps or the proper operation and usage of the Offerings by any other users or third parties. A violation of any of the preceding is grounds for termination of your and your Authorized Users’ rights to use or access the Offerings.

8. OPEN SOURCE SOFTWARE.

Certain items of software included with the Product Software and Mobile Apps are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the Terms. Instead, each item of Open Source Software is licensed under the terms of the applicable end user license that accompanies such Open Source Software. Nothing in the Terms limits your rights under, or grants you rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Skydio makes such Open Source Software, and Skydio’s modifications to that Open Source Software, available at www.skydio.com/legal/licenses.

9. LINKS TO THIRD-PARTY SITES AND MOBILE APPLICATIONS

We may make available a link to a third-party’s website and other mobile applications via the Offerings. These links will let you leave the Website or the Mobile Apps. The linked sites and applications are not under our control, and we are not responsible for the contents of any linked site or application, or any link contained in a linked site or application, or any changes or updates to such sites and applications. We are not responsible for any form of transmission received from any linked site or application. We provide the links to you only as a convenience. We do not endorse any such site or application or its use or contents.

10. UNSOLICITED SUBMISSIONS

We are pleased to hear from our customers and welcome your comments regarding our Offerings. We request that you be specific in your comments. If you or your Authorized Users send us comments, suggestions, ideas, materials, notes, drawings, concepts or other information, or post comments on any publicly accessible blog or community forum on the Website (collectively, “Submissions”), you and your Authorized Users (as applicable) grant to Skydio a worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, copy, modify, publicly display, publicly perform, distribute and otherwise exploit the Submissions. None of the Submissions shall be subject to any obligation of confidence on our part, and we shall not be liable for any use or disclosure of any Submissions.

11. DMCA POLICY

Skydio respects the intellectual property rights of others and requests that users do the same. Pursuant to 17 U.S.C. 512(i) of the United States Copyright Act, Skydio has adopted and implemented a policy that provides for the termination in appropriate circumstances of users of the Offerings who are repeat infringers. Skydio may terminate access for participants or users who are repeatedly found to provide or post protected third party content without necessary rights and permissions.

DMCA Take-Down Notices. If you are a copyright owner or an agent thereof and believe, in good faith, that any materials on the Website or Offerings infringe upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (see 17 U.S.C. 512) (“DMCA”) by sending the following information in writing to Skydio’s designated copyright agent at Skydio Inc., Attention: Copyright , 114 Hazel Ave., Redwood City, CA 94061:

1. The date of your notification;

2. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;

3. A description of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online website are covered by a single notification, a representative list of such works at that site;

4. A description of the material that is claimed to be infringing or to be the subject of infringing activity and information sufficient to enable us to locate such work;

5. Information reasonably sufficient to permit the service provider to contact you, such as address, telephone number, and email address;

6. A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and

7. A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Counter-Notices. If you believe that your content that has been removed from the Website or Offerings is not infringing, or that you have the authorization from the copyright owner, the copyright owner’s agent, or pursuant to the law, to post and use the content on the Website or Offerings, you may send a counter-notice containing the following information to our copyright agent using the contact information set forth above:

1. Your physical or electronic signature;

2. A description of the content that has been removed and the location at which the content appeared before it was removed;

3. A statement that you have a good faith belief that the content was removed as a result of mistake or a misidentification of the content; and

4. Your name, address, telephone number, and email address, a statement that you consent to the jurisdiction of the federal court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Skydio is located and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Skydio copyright agent, Skydio may send a copy of the counter-notice to the original complaining party informing such person that it may reinstate the removed content in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider, member or user, the removed content may (in Skydio’s discretion) be reinstated on the Website and Offerings in 10 to 14 business days or more after receipt of the counter-notice.

12. INTELLECTUAL PROPERTY AND CONTENT

The Offerings, and the design, text, graphics, images, video, information, applications, tools, software, and other content contained therein (excluding any Submissions), and the arrangement thereof, including the Skydio company name and logo and all related products and service names, design marks and slogans, any inventions, techniques, methods, works of authorship, know-how, publicity rights, trademarks, trade-dress, and trade secrets (collectively, "Content"), and all intellectual property and proprietary rights related thereto, are between you, your Authorized Users and us the sole property of Skydio. All rights in Content not expressly granted in these Terms are reserved by Skydio.

Without the prior written consent of Skydio, you and your Authorized Users shall not (i) use any Skydio name, trademark or other branding element in any advertising, publicity or in any other commercial manner, (ii) use any meta tags or any other "hidden text" utilizing any Skydio name or branding element, (iii) use the Skydio domain name or any domain name that is confusingly similar to our domain name as a pseudonymous return e-mail address, or (iv) reproduce (except solely as required for you to use the Offerings for their intended purposes), alter, modify, create derivative works from, rent, lease, loan, sell, distribute or publicly display any of the Content.

13. MISCELLANEOUS TERMS

a. Electronic Communications. You are communicating with Skydio electronically when you use the Offerings or send an email to Skydio. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.

b. Notifications. In addition to sending notifications to you through the Mobile Apps, Skydio may also provide notifications to you as required by law or for marketing or other purposes via (at Skydio’s option) email to the primary email associated with your Skydio account, hard copy, or posting of such notice on the Skydio website. Skydio is not responsible for any automatic filtering you or your network provider may apply to email notifications. Skydio recommends that you add @Skydio.com addresses to your email address book to help ensure you receive email notifications from Skydio.

c. Compliance with Laws. The Products have been designed, marketed, and sold for use by residents of the United States and Canada only. All safety warnings, information, instructions, packaging, in-box materials, Mobile Apps, and support services are provided only in English. The Products should not be used outside of the United States or Canada. You are responsible for ensuring that use of the Product complies with all applicable laws and regulations. You acknowledge that you, not Skydio, are responsible for ensuring your compliance with all applicable laws and regulations in your jurisdiction. Skydio is not responsible for any injury or other damage caused by the installation of the Product or your failure to comply with such laws or regulations. We are not liable or responsible if you violate any such law or regulation.

d. Warranty Disclaimer . ANY USE OF THE OFFERINGS, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION THEREIN, SHALL BE AT YOUR AND YOUR AUTHORIZED USERS’ SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY STATEMENT, THE OFFERINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND (ALL OF WHICH ARE HEREBY DISCLAIMED), WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. YOU AND YOUR AUTHORIZED USERS HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU AND YOUR AUTHORIZED USERS HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYDIO ALSO LIMITS THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES OR CONDITIONS TO THE DURATION SPECIFIED IN THE LIMITED WARRANTY STATEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

e. Limitation of Liability IN NO EVENT SHALL SKYDIO OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS AND OTHER SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES AND AGENTS (COLLECTIVELY, “SKYDIO PARTIES”) BE LIABLE TO YOU OR ANY USER FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, IN EACH CASE ARISING UNDER ANY THEORY, INCLUDING UNDER WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHER THEORY, EVEN IF SUCH SKYDIO PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

THE SKYDIO PARTIES’ AGGREGATE LIABILITY TO YOU OR TO ANY THIRD PARTY CLAIMING THROUGH YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNTS, IF ANY, YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY OR (B) $100.

The foregoing limitations apply, even if the remedy fails of its essential purpose.

Please refer to the limited warranty statement for details on the warranty and limitation of liability for the product.

f. Indemnification. You agree to defend and indemnify the Skydio Parties from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, and awards, including reasonable attorneys' fees and costs, whether brought by third parties or otherwise, due to or arising out of your or your Authorized Users’ breach of the Terms and any use of the Offerings other than as expressly permitted in the Terms. The foregoing indemnity obligations will survive any termination of the Terms or your or your Authorized Users’ use of the Offerings. Skydio may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by you, which will not excuse your indemnity obligations under this section. You agree not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Skydio.

g. Termination and Suspension. We may terminate the Terms, or terminate, suspend or restrict your and your Authorized Users’ access to the Offerings if you or your Authorized Users violate any of the Terms. Upon termination or suspension, your and your Authorized Users’ right to access the Website and use the Offerings will immediately cease. We may discontinue, temporarily or permanently, all or part of the Offerings with or without notice. If you or your Authorized Users’ access to the Offerings is suspended or terminated by us, you and they agree that you and they will not attempt to access the Offerings by any alias or other disguised or fraudulent identity or otherwise without our express prior written approval.

h. Violations and Complaints. Without limiting Skydio’s rights or remedies under the Terms or at law or in equity, Skydio may investigate complaints related to your use of the Offerings and alleged violations of these Terms and take any action we deem necessary and appropriate in connection with such complaints and violations. Such action may include reporting any suspected activity that is in violation of these Terms or in violation of any law to law enforcement officials, regulators, or other third parties. In addition, we may disclose any information necessary or appropriate to such persons or entities, including personal information, relating to such complaints and violations. You and your Authorized Users agree that monetary damages may not provide a sufficient remedy to us for violations of the Terms and you and they consent to injunctive or other equitable relief for such violations.

i. General. You may not assign the Terms or otherwise transfer or sublicense any rights or obligations hereunder, in whole or in part; any attempt to do so shall be void. We may transfer, assign, or delegate the Terms and our rights and obligations without consent. If for any reason a court of competent jurisdiction finds any provision of the Terms to be invalid or unenforceable, such provision will be superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Terms will continue in effect and remain fully enforceable. Skydio shall not be liable to you for a failure or delay in its performance of any of its obligations under the Terms to the extent that such failure or delay is caused by events such as fire, riot, flood, labor disputes, natural disaster, regulatory action, internet or telecommunications failures, terrorist acts, or other causes beyond Skydio’s reasonable control. Except as expressly stated herein, the Terms constitute the entire agreement between you and Skydio with respect to the Offerings, and the Terms supersede and replace all prior or contemporaneous communications, proposals, understandings or agreements, whether electronic, oral or written, between you and Skydio with respect to the Offerings or the subject matter of these Terms. Any waiver of any provision of the Terms will be effective only if in writing and signed by you and Skydio. Our failure to enforce our rights and remedies available to us with respect your breach of these Terms shall not constitute a waiver of such breach nor of any prior, concurrent, or subsequent breach of the same or any other provision of these Terms.

j. Governing Law and Arbitration; No Class Actions. These Terms, and any claim, cause of action or dispute (“claim”) arising out of or related to these Terms shall be governed by the laws of the United States and the State of California regardless of your country of origin or where you access the Offerings. ANY DISPUTE OR CLAIM RELATING IN ANY WAY TO THESE TERMS OR THE OFFERINGS WILL BE RESOLVED BY BINDING ARBITRATION, RATHER THAN IN COURT, except for Skydio’s right to seek injunctive relief as set forth below.

If you do not want to arbitrate disputes with Skydio and you are an individual, you may opt out of this arbitration agreement by sending an email to help@skydio.com within 30 days of the day you first access or use the Offerings.

If you intend to seek arbitration, you must first send written notice to Skydio’s Customer Service Center of your intent to arbitrate ("Notice”). The Notice to Skydio should be sent by any of the following means: (i) electronic mail to help@skydio.com; or (ii) sending the Notice by U.S. Postal Service certified mail to Skydio Inc., Attention: Legal, 114 Hazel Ave, Redwood City, CA 94061. The Notice must (x) describe the nature and basis of the claim or dispute; and (y) set forth the specific relief sought; and (z) set forth your name, address and contact information. If we intend to seek arbitration against you, we will send any notice of dispute to you at the contact information we have for you.

The arbitration will be conducted before a single neutral arbitrator, whose decision will be final and binding, and the arbitral proceedings will be governed by the Arbitration Rules and Procedures of Judicial Arbitration and Mediation Services, Inc. (“JAMS”) then in effect, as modified by the Terms. The JAM's rules are available at www.jamsadr.com or by calling 1-800-352-5267. All issues are for the arbitrator to decide, including the scope of this arbitration clause, but the arbitrator is bound by these Terms. The arbitration will be conducted in San Francisco, California, using the English language. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. For any claim where the potential award is reasonably likely to be $10,000 or less, either you or Skydio may elect to have the dispute resolved through non-appearance-based arbitration.

To the fullest extent permitted by applicable law, YOU AND SKYDIO EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration, YOU AND SKYDIO EACH WAIVE ANY RIGHT TO A JURY TRIAL. If a court of competent jurisdiction finds the foregoing arbitration provisions invalid or inapplicable, you and Skydio agree that all claims arising out of or related to these Terms must be resolved exclusively by a state or federal court located San Mateo County, California, and you and Skydio each agree to submit to the exercise of personal jurisdiction of such courts for the purpose of litigating all such claims. Notwithstanding anything to the contrary, you agree that Skydio shall still be allowed to apply for and obtain injunctive remedies (or an equivalent type of urgent legal relief) in any court of competent jurisdiction.

k. Notice and Contact. Any notices given by you under these Terms shall be given in writing or by email and shall be delivered to the following address:

Skydio Inc.

Attention: Legal

114 Hazel Ave

Redwood City, CA 94061

help@skydio.com

If you would like to contact Skydio customer support, please call us at 855-463-5902 (855-GOFLY02) or contact us via email at help@skydio.com.

If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

Last modified on December 19, 2017.

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© 2019 Skydio, Inc. All rights reserved

Skydio 2 Warranty


Skydio, Inc.
1 Year Limited Warranty - Skydio 2

LIMITED WARRANTY COVERAGE AND PERIOD OF COVERAGE
The following limited warranty (“Limited Warranty”) is provided by Skydio Inc., (“Skydio”) and is applicable to your Skydio 2, including any Skydio-branded accessories provided to you with such device (collectively the “Product”). The Limited Warranty is effective upon Skydio’s receipt of your payment in full for such Products. In the case that such Products were not purchased directly from Skydio, Skydio will require proof of purchase to confirm the purchase date. We make no warranties, whether statutory, express or implied, regarding the Product except those expressly stated in this Limited Warranty. This Limited Warranty gives you specific legal rights, and you may also have other rights which vary from state to state. This Limited Warranty is subject to Skydio Terms of Use available here: skydio.com/legal

Please note: All claims made under the Skydio 1-Year Limited Warranty will be governed by the terms set out in this warranty document.

PLEASE NOTE THAT THIS LIMITED WARRANTY CONTAINS A MANDATORY ARBITRATION OF DISPUTES PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES IN CERTAIN CIRCUMSTANCES, RATHER THAN JURY TRIALS OR CLASS ACTION LAWSUITS.

Your Product is warranted against defects in materials and workmanship for a period of 1 YEAR from the original date of purchase (“Warranty Period”) when used in accordance with the Safety and Operating Guide (https://www.skydio.com/safety), as may be updated from time to time. This Limited Warranty is only applicable for claims that occurred in the

country to which the Product is first delivered following the original date of purchase. Under this warranty, you will be able to direct your claims to Skydio even in situations where you purchased the Product from a third party. If a defect arises during the Warranty Period, Skydio, at its option will (1) repair the Product at no charge using new parts or parts that are equivalent to new in performance and reliability, (2) exchange the Product for a product with substantially equivalent functionality formed from new and/or previously used parts that are substantially equivalent to new in performance and reliability, or a product that is substantially functionally equivalent to the product it replaces, or (3) refund the original purchase price.

Any Product that has either been repaired or replaced under this Limited Warranty will be covered by the terms of this Limited Warranty for the longer of (i) ninety (90) days from the date of delivery of the repaired Product or replacement Product, or (ii) the remaining time left in the original Warranty Period.

The warranty will be automatically terminated without notice if the Product has been subject to:
Modification or repair of the Product, in part or in whole, at a repair center not operated by or approved in writing by Skydio
Intentional damage. The warranty shall terminate if the purchaser is found to have broken or otherwise damaged the Product on purpose. Skydio will not offer a refund. In addition, Skydio reserves the right to take legal action if the purchaser is found to have caused the damage for financial gain

WHAT THIS LIMITED WARRANTY DOES NOT COVER

This Limited Warranty does not cover “Ineligible Products,” which are products marked as “sample” or “Not for Sale”, or sold “AS IS”; or any Products that have been subject to:
Damage caused by modifications, alterations, tampering, disassembly, or improper maintenance or repairs;
Damage due to use, handling, storage, installation, or testing not in accordance with the Safety and Operating Guide (https://www.skydio.com/safety) for such Product or other instructions and recommendations provided by Skydio from time to time;
Abuse or misuse of the Product;
Acts of God, including but not limited to lightning, flood, tornado, earthquake, or hurricane;
Damage from a collision caused by use of the Product against the Safety and Operating Guide (https://www.skydio.com/safety), objects striking the Product, or if the Product is dropped, hit, bent or crushed, exposed to temperatures below -5C or above 40C, or submerged in water, regardless of cause.
Damage caused by failure to update the software in a timely manner to protect against operational failures.
Damage caused by not using the included Skydio battery and/or charger.
Damage caused by operation in bad weather, poor or low lighting conditions, and any other environmental conditions (i.e. strong winds, rain, sand/dust storms/fog, etc.).
Damage caused by operating the product in an environment with electromagnetic interference (i.e. in mining areas or close to radio transmission towers, high-voltage wires, substations, etc.).
Damage caused by flight when components have been previously damaged or the vehicle is not flight worthy.
Damage caused by any issues when using unauthorized third-party parts or software.
This Limited Warranty does not cover (i) consumable parts, including batteries and propellers, unless damage is due to a failure of the Product to conform to its specifications(even if such consumable parts are packaged or sold with the Product), nor (ii) normal wear and tear, including cosmetic damage such as scratches, dents or chips. Use of the Product or its software counter to the Safety and Operating Guide (https://www.skydio.com/safety) can impair the Product’s performance and may invalidate this Limited Warranty.
Skydio may add software features that allow users to push the limits of the product into conditions not covered by this Limited Warranty. Upon first use of such a feature, Skydio will provide clear messaging that the warranty will be voided during use of this feature. If/when these features are being used, the warranty will be voided.

Before any warranty service, it is recommended that you make a backup of all content from the Product. If Skydio services a Product, the contents on the Product will be deleted and the storage will be reformatted. Skydio is not responsible for any loss of content or data.

IMPORTANT RESTRICTION FOR SERVICE

To make a claim under this Limited Warranty, the owner of the Product must contact Skydio customer support at 855-463-5902 (855-GOFLY02), or via email at help@skydio.com, and notify Skydio of the owner’s intention to bring such claim during the Warranty Period, provide a description of the alleged failure, and obtain a Return Merchandise Authorization (“RMA”). The owner of the Product may be required to send logs or other data from the Product to Skydio to verify the alleged failure.

All Product(s) must be returned in either their original packaging or packaging providing an equal degree of protection, together with proof of purchase, to the address specified by Skydio. To ensure successful delivery, you are required to ship returned Product(s) using the prepaid return shipping label emailed to you by Skydio. It is your responsibility to retain a copy of the shipping label with the applicable tracking number signed by an agent of the carrier, as proof that the possession of the returned product shipment was transferred to the carrier.

If your claim is determined by Skydio to be covered by this Limited Warranty, Skydio shall bear the shipping costs associated with the return of the original Product and shipment of the replacement or repaired Product to you. Any Product that is returned to Skydio without a valid warranty claim or without an RMA may be rejected, returned to you at your cost, or kept for 30 days for your pick-up and then disposed of in Skydio’s sole discretion. In these instances, Skydio may also charge an assessment cost to you prior to shipping a unit back or it being picked-up.

NOTICE AND CONTACT

Any notices given by you under this Limited Warranty shall be given in writing or by email and shall be delivered to the following address:

Skydio Inc.
Attn: Customer Support
114 Hazel Ave
Redwood City, CA
94061

If you would like to contact Skydio customer support, please call us at 855-GOFLY02 (855-463-5902), or contact us via email at help@skydio.com.
YOUR RIGHTS AND THIS LIMITED WARRANTY

This Limited Warranty gives you specific legal rights. You may also have other legal rights that vary by state, province, or jurisdiction. Likewise, some of the limitations in this Limited Warranty may not apply in certain states, provinces or jurisdictions. The terms of this Limited Warranty will apply to the extent permitted by applicable law. For a full description of your legal rights, you should refer to the laws applicable in your jurisdiction and you may wish to contact a relevant consumer advisory service.
Revised August 2, 2019

Patents and Trademarks


Skydio® 2: U.S. Patent Nos. 9,678,506; 9,891,621; 9,798,322; 10,379,545. Other patents pending

Skydio and the Skydio logo are trademarks of Skydio, Inc.