LAST UPDATED: September 20, 2023
1. Use of Offering.
1.1 Account. To access and use the Offerings, the Authorized User must provide certain information required in order for Skydio to create and administer their Account, including name, email address, and billing information (“Account Data”). Customer is responsible for maintaining the confidentiality of the Account, including any API tokens Skydio provides that enable Authorized Users to send data to Offerings or access the Account (collectively, “Credentials”). Customer is solely responsible for all activities that occur under Customer's Account. Customer is responsible for all Authorized Users’ login credentials. Customer must promptly notify Skydio of any unauthorized use of or access to Offerings or if any Credentials are lost, stolen, or disclosed to an unauthorized third party, or otherwise compromised. Skydio may suspend or terminate Customer's Account if any information provided during the registration process or thereafter is or becomes inaccurate, false, or misleading. Thereafter, Customer may be unable to use the Offerings that Customer purchased. Skydio may also temporarily suspend Customer’s account if Skydio reasonably suspects that Customer’s Credentials have been compromised for as long as is reasonably necessary to issue new Credentials and restore access to Customer’s Account.
1.2 Authorized Users. Only Authorized Users may access and use the Offerings. Employees and contractors working on behalf of and authorized by Customer or a Customer Affiliate (each an “Authorized User”) may access and use the Offerings. Customer will (i) inform Authorized Users of all of Customer’s own policies and practices that are relevant to the Authorized Users’ use of the Offerings; and (ii) obtain all rights, permissions and consents from Authorized Users and other Customer personnel or contractors that are necessary (x) to grant the rights and licenses set forth in this agreement, and (y) for the lawful use and operation of the Offerings.
1.4 Usage Limits and Overage Charges. Customer agrees that Authorized Users will not use Services beyond the Capacity that Customer has purchased for such Services and that Skydio may impose limits on usage of Services beyond that Capacity. If Customer exceeds its Capacity, Skydio may bill Customer in arrears at the then-current monthly rate for the Subscription plan with Capacity that is commensurate with the usage of the Service.
1.5 License to Host Customer Data.
Note: This Section, License to Host Customer Data, does not apply to Skydio X2D® or any other Products designated by Skydio as “offline.”
(a) Customer Media. Customer retains all ownership and other rights in any media that it captures using the Offerings or that Customer transmits to, uploads to, processes on, or stores in its instance of the SaaS Services or on its Account, including images, audio, text, and other works of authorship (“Customer Media”). Nothing in this agreement will be deemed to restrict any rights that Customer may have to use and exploit Customer Media. If Customer purchases SaaS Services or otherwise uploads Customer Media to Skydio, Customer represents and warrants that it or its licensors own all right, title, and interest in and to Customer Media and have all rights in the Customer Media necessary and sufficient to transmit to, upload to, run on, process on, or store in the SaaS Service, and to grant the rights to Skydio contemplated by this agreement. Customer is solely responsible for all Customer Media, including but not limited to the development, operation, maintenance, and use of all Customer Media and the results it obtains using Customer Media.
(b) Metadata. Customer’s use of the Offerings may also generate device and network information including application telemetry, temperature profiles, battery status, IP addresses or configurations, stored sessions, open ports, account credentials, network metadata, network connectivity, device operating system, status, version, and configuration information, and other system-level information that is not accessible in the ordinary course of use to end users of Skydio Offerings (collectively “Metadata”).
(d) FERPA. IF CUSTOMER IS A SCHOOL OR EDUCATOR IN THE UNITED STATES AND SEEKS TO ALLOW ITS STUDENTS TO USE THE OFFERINGS IN A MANNER SUBJECT TO THE FAMILY EDUCATIONAL RIGHTS AND PRIVACY ACT (“FERPA”) OR ANY SUBSTANTIALLY SIMILAR STATE OR LOCAL LAW RELATING TO STUDENT PRIVACY, CUSTOMER HEREBY DESIGNATES SKYDIO AS A SCHOOL OFFICIAL WITH A LEGITIMATE EDUCATIONAL INTEREST IN ANY EDUCATION RECORDS (AS DEFINED IN FERPA) THAT SKYDIO IS REQUIRED TO CREATE, ACCESS, RECEIVE, OR MAINTAIN IN ORDER TO FULFILL ITS OBLIGATIONS UNDER THIS AGREEMENT. SKYDIO SHALL COMPLY WITH FERPA AS TO ANY SUCH EDUCATION RECORDS AND IS PROHIBITED FROM REDISCLOSURE OF THE EDUCATION RECORDS EXCEPT AS PROVIDED FOR IN THIS AGREEMENT OR OTHERWISE AUTHORIZED BY FERPA OR CUSTOMER IN WRITING.
1.6 Data Privacy and Security. The security of Customer Data is very important to Skydio. Skydio takes commercially reasonable technical and organizational measures designed to protect the confidentiality, integrity, and availability of Customer Data in accordance with the best practices recommended by our cloud storage and computing providers and their respective shared responsibility models. Please take advantage of the security features provided within the Offerings, safeguard Customer's credentials, and report any suspected security incidents to us. In order to provide the Offerings, Skydio may process technical and related personal information related to Customer’s use of the Offerings, which may include application telemetry, internet protocol address and configurations, stored sessions, open ports, account credentials, hardware identification numbers or other factors, system status, information identifying operating systems, application software, and peripheral hardware, and other non-personally identifiable data. Such data will be used to facilitate the provisioning of Updates, Software, Services, and invoicing. Skydio may transfer such information to its processors, suppliers, or affiliates as reasonably necessary in order to provide the Offerings.
1.7 Modifications. Skydio may change the Offerings and associated content, interfaces, and features from time to time, without prior notice to Customer.
1.8 End of Life. Skydio may discontinue the provision of any Offerings (or portion thereof) in its sole discretion in accordance with the Skydio Product End of Life Policy, which is available at https://www.skydio.com/legal and which is incorporated by reference herein.
Customer’s access and use rights to Services will be set forth in an Order Form. Services are subject to the following terms and conditions in addition to those non-conflicting provisions set forth in the Order Form:
2.1 Subscription Term Duration. Unless otherwise specified on the Order Form, each Subscription Term begins with the initiation of the applicable Services and shall initially continue for the period specified in the applicable Order Form, or if no such period is specified, then for one (1) year.
2.2 Provision of Services. Skydio will render Services in accordance with this agreement and each Order Form, so long as Customer timely pays all amounts owed hereunder. Support Services will be rendered during the applicable Support Terms purchased by Customer. Skydio has no obligation to provide any service other than SaaS Services, Professional Services, Support Services, and Training Services that are purchased by Customer pursuant to an Order Form.
2.3 Capacity. Offerings are sold with the Capacity specified in the Order Form or, if not so specified, with the applicable default Capacity specified in the Product Guide. Skydio will credit any unused Capacity under a previous Subscription to an upgraded Subscription. Customer may downgrade a Subscription at any time to provide less Capacity, but any such downgrade (and any applicable reduction in the Fees payable) will only take effect upon renewal of the then-current Subscription Term. Capacity applicable to a particular Advanced Software Package or Subscription must be consumed during the current License Term or Subscription Term, and unused Capacity will not be carried forward after renewal.
2.4 SaaS Services. SaaS Services consist of making specified software available to Customer online as a service during the applicable Subscription Term, as set forth in any applicable Order Form. Each SaaS Service will include at least the functionality described for that service in the Order Form or in the Product Guide in effect at the time the particular SaaS Services are purchased. Skydio may update the Product Guide (and the functionality of the applicable SaaS Services) at its sole discretion.
2.5 Professional Services. The scope of Professional Services will be set forth in the applicable Order Form or statement of work (collectively, “SOW”) specifying the Professional Services to be provided, the deliverables to be provided, a schedule for delivery, and payment arrangements.
2.6 Support Services. Support Services consist of: (i) providing Customer’s named Administrators (as defined below) with consultation in English, via telephone, chat, and email, during Skydio’s normal business hours to assist with any Errors encountered by Customer in using the supported Offering; and (ii) making reasonable efforts to correct any Error in supported Offerings, all in accordance with Skydio’s support policies published on its website, as updated from time to time. Errors do not include, and Skydio has no obligation to correct, malfunctions caused in whole or in part by the operation of unsupported third-party products or the integration of any Offerings with or into unsupported third-party products, or the use of Offerings other than in accordance with the applicable documentation provided by Skydio. Skydio may in some cases provide Updates to Customers who have purchased Support Services, on a when-and-if-available basis, as specified in the EULA. No other Support Services are included under these Terms, including correction of Errors in or affecting any Offerings other than those for which Support Services have been purchased, as set forth on the Order Form. Upon request from Skydio, Customer will designate up to three (3) of its employees to assist with the administration of the Services on its behalf and serve as points of contact in communicating with Skydio (“Administrators”).
2.7 Training Services. Skydio will provide Training Services remotely or at the location set forth in the applicable Order Form. If no location is specified in the Order Form, the training will be provided at a mutually agreed upon location to be determined and confirmed in writing. Unless otherwise specified in the Order Form, for onsite, virtual and e-learning training, Customer is responsible for testing all necessary facilities and systems prior to the scheduled training to enable Skydio to provide the training.
Training dates must be confirmed two or more weeks in advance of the training date. Skydio may re-schedule training at any time prior to the training start date without liability. If Skydio is aware that there is a need to reschedule, then Skydio will make a reasonable effort to notify the Customer at least one week in advance. In-person training must be initiated within nine months of the Order Form date and completed within one year of the Order Form date, provided however that if in-person training is not completed within one year due to rescheduling by Skydio, the time for completion will be extended for a time period commensurate with the Skydio-initiated delay.
Onsite, virtual and e-learning training is only valid for the number of courses, dates and times (including the start and end date), locations, delivery mechanisms (i.e., onsite, virtual or other), and number of students (participants) specified in the Order Form. Training content will be substantially in line with the relevant training description set forth in the Order Form. Ownership of all copyright and other intellectual property rights in any training course material or other documentation, technical information, and know-how (together “Skydio Proprietary Information”) provided to training participants or otherwise to Customer remains the sole property of Skydio.
2.8 SaaS Service Level Agreement. Skydio offers the following 99.9% uptime Service Level Agreement (“SLA”) with respect to the SaaS Services.
For purposes of this SLA, the following terms have the meaning ascribed to each term below:
“Downtime” means the cumulative time period during which Customer is unable to log into the SaaS Services due to failure(s) in the SaaS Services, as timely reported by Customer and verified by Skydio, as provided below. Hardware failures are not Downtime, but may be covered under Skydio’s Limited Warranty.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month (excluding Scheduled Maintenance) minus the number of minutes of Downtime suffered in a calendar month, and minus initiated operations such as restart, stop, start, failover, scale compute, and scale storage, divided by the total number of minutes in a calendar month.
“Scheduled Maintenance” means the time period during which Skydio intentionally takes the SaaS Services offline to perform maintenance or upgrades. Scheduled Downtime will be communicated to Customer not less than 48 hours in advance via the SaaS Services.
“Service Credit” means days of Service added to the end of the Service term, at no charge to Customer as follows:
< 99.9% - ≥ 99.0%
< 99.0% - ≥ 95.0%
Service credits (i) are not refunds; (ii) can’t be exchanged for a cash amount; (iii) are capped at a maximum of 30 days of paid service; (iv) require Customer to have paid any outstanding invoices; and (v) expire upon termination of the applicable Subscription.
(b) Service Level and Claims Process
Skydio’s will maintain at least 99.9% Monthly Uptime Percentage (the “Service Level”). If Customer’s Monthly Uptime Percentage falls below the Service Level in a given month, Customer may request a Service Credit by contacting Skydio Customer Service. Claims may be made on a calendar-month basis only and must be submitted within 15 calendar days after the end of the applicable month, except where a Subscription ends on a date other than the last day of a calendar month, in which case any claim related to that Subscription must be submitted within 15 calendar days after the Subscription end date. All claims will be verified against Skydio’s system records. If Skydio and Customer disagree in good faith as to whether the SaaS Services fell below the Service Level in a given month, Skydio will provide to Customer a record of the availability for the applicable period upon request.
(c) Maximum Service Credit
The aggregate maximum amount of Service Credit to be issued by Skydio to Customer for all Downtime that occurs in a single calendar month will not exceed 30 days.
The SLA does not apply to any SaaS Services offered to Customer on a Trial or Beta basis, any SaaS Services that expressly exclude this SLA (as stated in the documentation for such services), or any outages or performance issues caused by; (iii) resulting from Customer’s violation of the restrictions or Customer responsibilities set forth in the TOU;
● Any SaaS Services that expressly exclude this SLA (as provided in the Agreement or documentation for such SaaS Services).
● Beta Services or Features;
● Onboard Software;
● Any Hardware, Software or Service that has been discontinued pursuant to Skydio’s End of Life Policy.
● Performance issues caused by or resulting from:
○ Factors described in the "Force Majeure" section of the Agreement;
○ Customer's equipment or third party equipment, or both (not within the primary control of Skydio);
○ Customer’s failure to adequately safeguard Customer’s Credentials;
○ Customer’s failure to adhere to any required configurations, use supported platforms, or follow any policies for acceptable use,
○ Customer’s use of the Products or Services in a manner inconsistent with the features and functionality of the Products or Services as provided in the Product Guide or our published guidance;
○ Faulty input, instructions, or arguments; or
● Use of services, hardware, or software not provided by Skydio, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.
(e) Exclusive Remedy
This SLA states Customer’s sole and exclusive remedy for any failure by Skydio to meet the Service Level.
3. Intellectual Property.
3.1 Intellectual Property of Customer. If Customer purchases Professional Services, Customer hereby grants to Skydio a non-exclusive, royalty-free right and license during the term of this agreement to use Customer-provided intellectual property, information, software, content, or other materials (“Customer Property”) for the sole purpose of performing the Professional Services. Nothing in this agreement conveys to Skydio any title or interest in or to Customer Property. In performing Professional Services for Customer, Skydio may use graphics, data, application program interfaces, database structures, diagrams, images, tables, sounds, video, computer programs, scripts, methodologies, documentation, computer code, or algorithms created, licensed, or otherwise acquired by Skydio before the Effective Date or independently of providing Professional Services to Customer (collectively, “Skydio Tools”). Unless otherwise specified in the applicable Order Form, Skydio and its licensors retain all intellectual property and other rights to Skydio Tools and any inventions, works of authorship, trade secrets, know-how or subject matter that Skydio makes or creates while providing Professional Services.
3.2 Software License. Customer agrees that all worldwide patent, copyright and other intellectual property rights in the Offerings, and all copies of the software however made (including copies pre-installed on the hardware purchased by Customer) are the exclusive property of Skydio and its suppliers. All Software is licensed to Customer subject to the EULA, not sold. Customer will not circumvent any technological measure that controls access to Software or Services. Skydio reserves all rights not expressly granted in this agreement, and no rights or licenses shall be deemed or interpreted to be granted or transferred hereunder, whether by implication, estoppel, or otherwise.
3.3 Reservation of Rights. Customer acknowledges and agrees that: (a) the Offerings, and Skydio Tools contain Skydio’s valuable intellectual property and are subject to and protected by patents, copyrights, trade secrets, and other intellectual property rights, throughout the world, of Skydio and its licensors; (b) such intellectual property rights shall continue to be exclusively owned by Skydio and its licensors; and (c) nothing in this agreement shall effect a transfer of such intellectual property rights to Customer.
3.4 Feedback. Customer may provide Skydio with any suggestions, comments, or other feedback regarding the Offerings (“Feedback”). Customer’s decision to provide Feedback is entirely voluntary. By providing Feedback, Customer assigns to Skydio all right, title, and interest (including any intellectual property rights) that Customer may have in such Feedback and acknowledges that Skydio may use (or not use) any such Feedback in any manner and for any purpose, without compensation to Customer and without implying or creating any interest on Customer’s part in any of Skydio’s Offerings.
4. Mobile Apps.
5. Free Trials and Beta Services or Features.
5.1 Free Trials. Skydio may in its discretion provide Customer certain Offerings at no purchase charge for evaluation on a trial basis during a limited time period (“Trial Period”). At the conclusion of the Trial Period, Customer shall return the evaluation Offerings at Customer’s own cost. The Trial Period shall be thirty (30) days unless otherwise agreed in writing by Skydio. Skydio may terminate a Trial Period for any reason and without advanced notice. Use of Offerings under a Trial Period will be subject to the EULA. To initiate a Trial Period, Customer may be required to register through an online facility that Skydio provides. As a condition to such registration, Customer must accept additional terms that are presented at the outset of the registration. If Customer does not wish to accept these additional terms, Customer must not initiate the Trial Period. If Customer does not subscribe to a paid SaaS Service subscription at or before the end of the Trial Period, Skydio may in our discretion delete any data that Customer has stored on the SaaS Service. SKYDIO SHALL HAVE NO ANY LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO CUSTOMER’S USE OF ANY OFFERING UNDER A TRIAL PERIOD OR ON ANY OTHER TRIAL OR EVALUATION BASIS, INCLUDING ANY BETA SERVICES OR FEATURES.
5.2 Beta Services or Features. From time to time, Skydio may invite Customer to evaluate, at no charge, beta services or features that are under development (“Beta Services or Features”). Customer may accept or decline any such invitation at Customer's sole discretion. Beta Services or Features will be clearly designated as beta, pilot, limited release, developer preview, non-production, evaluation, or a description of similar import. Notwithstanding any contrary provision in the EULA or applicable Order Form, Customer acknowledges and agrees that Beta Services or Features may not be fully functional or reliable and are intended for evaluation purposes and not for production use. Customer access to any of the Beta Services or Features will be limited to six (6) months or such shorter time as Skydio may at its sole discretion specify. As a condition to accessing Beta Services or Features, Customer may be required to accept additional terms and conditions during an online process in which the features are activated, accessed, or used. If Customer does not wish to accept these additional terms, Customer should not activate, access, or use the Beta Services or Features. Skydio may in its sole discretion discontinue Beta Services or Features at any time without notice and may decline to incorporate them as production features of our Offerings.
5.3 DISCLAIMER OF WARRANTY AND LIABILITY. USE OF OFFERINGS PROVIDED ON A TRIAL BASIS AND BETA SERVICES OR FEATURES IS SOLELY FOR EVALUATION PURPOSES AND ENTIRELY AT CUSTOMER’S OWN RISK, NOTWITHSTANDING ANY CONTRARY PROVISION IN THESE TERMS OR APPLICABLE ORDER FORM. OFFERINGS PROVIDED ON A TRIAL BASIS AND BETA SERVICES ARE PROVIDED AS-IS, WHERE IS AND WITH NO WARRANTY WHATSOEVER.
6. Safety and Compliance.
6.1 Safety and Operating Guide. Customer acknowledges that improper operation of unmanned aircraft systems may cause injury to persons or property. Customer covenants and warrants that it and its authorized users will at all times: (a) exercise reasonable care in using Offerings; (b) use Offerings only in accordance with the information and warnings set forth in the Safety and Operating Guide and any other published product materials, technical specifications, user manuals, maintenance guidelines, and support communications provided by Skydio from time to time; (c) use Offerings in full compliance with all applicable local, state, national and international laws and regulations related to the operation of unmanned aircraft systems in any territory of operation, including any applicable laws and orders with regard to privacy, pilot licensure, operating within visual line of sight (unless the Customer has received proper approval from a civil aviation authority waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as temporary flight restrictions issued by Federal Aviation Administration (FAA), the Civil Aviation Safety authority (CASA), the European Union Aviation Safety Agency (EASA), the International Civil Aviation Organization (ICAO), or other government agencies or other authorities); (d) obtain and maintain all licenses, consents, clearances, and authorizations required to operate unmanned aircraft systems before using Offerings; and (e) comply with all relevant flight limitations and restrictions that may be imposed during flights by any government agency or other authority.
6.2 Installation and Procedures. Customer acknowledges that improper installation of aircraft docking systems may cause significant bodily injury or death to persons or significant property damage. In addition to representations concerning use of the Offerings above, Customer covenants and warrants that it and its authorized users will at all times: (a) use its best judgment, which will be no less than commercially reasonable judgment, in installing and operating the aircraft docking system, (b) maintain the aircraft docking system, including but not limited to maintaining the integrity of its mounting, door and locking mechanisms, (c) enact sufficient safety procedures to prevent employee, contractor or bystander interference or injury, (d) ensure installation and use will only occur in environments consistent with all applicable laws including those pertaining to safety and employee and bystander well being, and (e) complete any and all safety procedures recommended by Skydio or that are commercially reasonable.
6.3 Use Restrictions. Customer covenants and warrants that neither Customer nor any person using Offerings on behalf of or as authorized by Customer will use Offerings: (a) outside of the Authorized Territory; (b) for any illegal purpose; (c) as a weapon or part of a weapons system, including for purposes of targeting a weapon, or (d) in any hazardous activity likely to result in death or injury to persons or injury to property.
6.4 Customer Responsibility. If Customer is a non-governmental entity, Customer will indemnify and hold harmless Skydio against any damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged breach of this Section.
7. Other Limitations and Restrictions.
Customer will not publish or release any benchmarking or performance data applicable to Offerings, except to the minimum extent such publication or release is permitted under applicable law notwithstanding this restriction and then only with advance notice to Skydio including an explanation of the test procedures used to generate the benchmarking or performance data, which explanation is sufficiently detailed to reasonably permit Skydio to reproduce such tests.
9. Third-Party Technology and Services.
Each of the Offerings may be compatible with third-party plugins, services, and other technology, including any service that uses Customer’s API token(s) to access Customer’s Skydio account (“Third-Party Technology”). Skydio may also make available, for purposes of convenience, links to third-party websites or applications that enable the download or use of Third-Party Technology. Skydio does not endorse and is not responsible or liable for the operation or functionality of the Offerings with, such Third-Party Technology. Customer is solely responsible for such use of any Third-Party Technology, including compliance with the terms and conditions governing the use of such Third-Party Technology. Customer enables, uses, or accesses them at Customer’s own risk. ANY THIRD-PARTY TECHNOLOGY DOWNLOADED BY CUSTOMER OR OTHERWISE OBTAINED OR USED IN CONNECTION WITH THE OFFERINGS IS DONE SO AT CUSTOMER’S DISCRETION AND RISK, AND CUSTOMER AND CUSTOMER’S AUTHORIZED USERS WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ALL CLAIMS AND CAUSES OF ACTION AGAINST SKYDIO WITH RESPECT TO SUCH USE, INCLUDING ANY DAMAGE TO COMPUTER SYSTEMS OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH THIRD-PARTY TECHNOLOGY.
10. Limited Warranty.
11. Disclaimer of Warranty.
EXCEPT FOR THE LIMITED WARRANTY (WHERE APPLICABLE), OFFERINGS PROVIDED HEREUNDER ARE “AS IS” AND WITHOUT WARRANTY OF ANY KIND. SKYDIO HEREBY EXCLUDES AND DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING (WITHOUT LIMITATION) ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUALITY, NON-INFRINGEMENT, TITLE, RESULTS, EFFORTS, OR QUIET ENJOYMENT. THERE IS NO WARRANTY THAT OFFERINGS ARE ERROR-FREE OR WILL FUNCTION WITHOUT INTERRUPTION OR ACHIEVE ANY PARTICULAR RESULT. CUSTOMER ASSUMES THE ENTIRE RISK ARISING OUT OF THE PERFORMANCE OR USE OF OFFERINGS AND ANY THIRD-PARTY TECHNOLOGY, INCLUDING RELIANCE ON ANY INFORMATION GENERATED THROUGH USE OF OFFERINGS. TO THE EXTENT THAT SKYDIO MAY NOT DISCLAIM ANY WARRANTY AS A MATTER OF LAW, THE SCOPE AND DURATION OF SUCH WARRANTY SHALL BE THE MINIMUM PERMITTED UNDER SUCH LAW.
12. Term and Termination.
12.1 Term. This agreement is effective upon Customer’s first purchase of Offerings and shall continue until terminated pursuant to this Section, Term and Termination.
12.2 Termination for Cause. If Customer breaches this agreement (including by failing to pay amounts owed when due) Skydio may, in addition to its other rights and remedies hereunder or at law: (i) terminate this agreement for cause in its entirety, or (ii) terminate for cause one or more Order Forms, Subscriptions, Advanced Software Packages, Capacities, or SOWs related to the breach only. Customer may terminate this agreement in its entirety for cause upon thirty (30) days written notice to Skydio of a material breach of this agreement if such breach remains uncured at the expiration of such period.
12.3 Termination for Convenience. Either party may terminate this agreement for convenience upon thirty (30) days’ notice if at the time of such notice there are no Order Forms, Subscriptions, Advanced Software Packages, or SOWs in effect.
12.5 Effect of Termination.
(a) Upon expiration or termination of this Agreement for any reason: (i) all Order Forms, Subscriptions, Advanced Software Packages subject to a non-perpetual License Term, and SOWs shall immediately terminate; (ii) Skydio will have no further obligation to provide Services; (iii) if Skydio terminates this agreement for cause, then the EULA and all licenses granted to Customer (whether or not perpetual) shall immediately terminate and Customer shall immediately stop using (and Skydio may deactivate) the applicable Software; otherwise, the EULA (together with any provisions of this agreement required to give the EULA effect) will remain in effect after expiration or termination of this agreement, solely with respect to perpetual licenses previously granted; (iv) Customer shall not under any circumstances be entitled to a refund of any Fees paid, except as otherwise expressly provided herein; and (v) any section of this agreement which by its nature should survive termination shall so survive.
(b) Upon expiration or termination of a Subscription for any reason, Skydio will have no further obligation to provide Services under the Subscription and Customer will promptly pay Fees and other charges accruing under the Subscription prior to expiration or termination. Customer acknowledges that some features of Advanced Software may not operate upon termination of SaaS Services. Additionally, if Skydio terminates a Subscription for cause, then Customer must pay to Skydio all unpaid Fees that were to have been paid for the remainder of the Subscription Term had it not been terminated, in addition to Skydio’s other rights and remedies. Skydio will not delete Customer Data for thirty (30) days following termination of the Subscription to SaaS Services. There will be no functionality of SaaS Services during these thirty (30) days other than the ability to retrieve Customer Data. Customer will not incur additional fees if Customer downloads Customer Data from SaaS Services during this time. Skydio has no obligation to maintain or provide Customer Data after thirty (30) days and may thereafter, unless legally prohibited, delete all Customer Data. Upon request, Skydio will provide written certification to Customer that Skydio has deleted all Customer Data from Skydio’s systems.
(c) Upon expiration or termination of an Advanced Software License for any reason, (i) all rights and other licenses granted to Customer under that Advanced Software Package shall terminate and Customer shall immediately stop using (and Skydio may disable) Advanced Software that was provisioned thereunder; and (ii) Customer will promptly pay all Fees and other charges accruing under the Advanced Software License prior to expiration or termination. Additionally, if Skydio terminates an Advanced Software License for cause, then Customer must pay to Skydio all unpaid Fees that were to have been paid for the remainder of the applicable License Term had it not terminated, in addition to Skydio’s other rights and remedies.
(d) Upon expiration or termination of an SOW for any reason, Skydio will have no further obligation to provide Services under the SOW (including any delivery due after termination, whether or not such delivery is in process at the time of expiration or termination) and Customer shall promptly pay Skydio a portion of the Fees that would have been due upon future attainment of delivery or other milestones ("Goals") computed on a prorated basis equal to the number of days that Skydio worked towards the attainment of such Goals prior to termination relative to the number of days specified in the SOW for attainment of such Goals.
(e) Upon expiration or termination of an Order Form for any reason, and without limiting the application of the preceding clauses in this Section, Skydio will have no further obligation to deliver any unfulfilled quantities of Hardware, grant any license or other rights, or perform any Services under the Order Form; (ii) Customer will promptly pay any outstanding Fees for Hardware that was delivered before expiration or termination of the Order Form; and (iii) if Skydio terminates the Order Form for cause, then Skydio may at its election either require Customer to take delivery of and pay for unfilled quantities of Hardware or recover damages in accordance with §2708 of the California Commercial Code, notwithstanding any provision herein to the contrary and in addition to Skydio’s other rights and remedies.
(f) Customer acknowledges that the Software is programmed with technological controls that communicate with Skydio and that permit Skydio to deactivate software if Customer’s license to use such Software expires, terminates, or is suspended in accordance with this Agreement. IF A LICENSE TO SOFTWARE HAS EXPIRED, BEEN TERMINATED, OR HAS BEEN SUSPENDED, OR IF SOFTWARE IS USED IN VIOLATION OF THIS EULA, THEN SKYDIO MAY DEACTIVATE THE SOFTWARE AND CUSTOMER MAY THEREAFTER BE UNABLE TO USE SOFTWARE AND HARDWARE WHICH SOFTWARE CONTROLS. SKYDIO SHALL REACTIVATE SOFTWARE PROMPTLY IF AND WHEN THE SUBJECT LICENSE IS REINSTATED.
13. Indemnification and Limitation of Liability.
13.1 Indemnification by Skydio. Skydio at its expense will defend and settle any claim to the extent alleging that Customer’s use of the Offerings, as permitted under this agreement, directly infringes any U.S. patent or U.S. copyright, and will pay any settlement or judgment to the extent based on such allegation, including payment of reasonable attorney fees and other costs of defense.
(a) In order to make a claim under this Section, Customer must: (i) promptly notify Skydio in writing of the claim; (ii) grant Skydio sole control of the defense and settlement of the claim; and (iii) provide Skydio, at Customer’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the claim.
(b) If in Skydio’s reasonable judgment a claim appears likely, then Skydio may at its own election and expense: (i) procure for Customer the right to continue using the Offerings; (ii) modify the Offerings to avoid the claim, including by removing allegedly infringing functionality; or (iii) if procurement of the right of continued use or modifications to avoid infringement are not feasible without materially impairing the operation of the Offerings, either: (A) terminate any affected Subscription and refund on a pro rata basis Fees (if any) prepaid for same based on the portion of the Subscription Term remaining at the time of such termination; and/or (B) terminate Customer’s right to use any affected Products and (solely in the case of Hardware or perpetually-licensed Software) refund an amount equal to the any paid Fees reduced by straight-line amortization over three (3) years from the date of invoice.
(c) The remedy in this Section is Skydio’s sole obligation and liability and Customer’s exclusive remedy relating to any claim or allegation against Customer or others asserting intellectual property infringement or misappropriation. Skydio will have no obligation under this Section to defend or settle any claim to the extent: (i) the alleged infringement is based upon the combination of Offerings with third-party products, services, or data; (ii) based upon modifications of Offerings made at the request of Customer or by a party other than Skydio; (iii) misuse of the Offerings; (iv) Customer’s failure to use the most recent version of Software provided by Skydio; or (v) in the case of an assertion of patent infringement, Skydio itself is not directly or indirectly infringing the patent through its sale to Customer of the accused Offerings.
13.2 LIMITATION OF LIABILITY. NEITHER PARTY NOR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS AND OTHER SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, AND AGENTS SHALL HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, PUNITIVE, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA, ARISING FROM OR RELATING TO THIS AGREEMENT OR CUSTOMER’S USE OF OR INABILITY TO USE THE OFFERINGS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER ANY OTHER LEGAL THEORY, EVEN IF THE FIRST PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
SUBJECT TO THE FOREGOING, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY AND ALL CLAIMS ARISING UNDER OR RELATING TO THIS AGREEMENT OR THE OTHER PARTY’S USE OF OR INABILITY TO USE THE OFFERINGS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER TO SKYDIO UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE FIRST EVENT THAT GIVES RISE TO LIABILITY FOR ANY DAMAGES CLAIMED BY EITHER PARTY. THE EXISTENCE OF MULTIPLE CLAIMS SHALL NOT EXPAND THESE LIMITS. CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED BY SKYDIO REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT SKYDIO WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY. THE FOREGOING LIMITATIONS APPLY, EVEN IF THE REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
14.1 Confidential Information. A party receiving Confidential Information (“Receiving Party”) from the other party (“Disclosing Party”) will: (a) protect the Disclosing Party's Confidential Information using the same degree of care, and in no event less that reasonable care, that it uses to protect its own Confidential Information, (b) use the Disclosing Party's Confidential Information only for purposes consistent with this agreement, and (c) limit access to Disclosing Party's Confidential Information to its employees, contractors, or agents who are involved in performing this agreement, have a "need to know," and have signed a non-disclosure agreement with terms no less restrictive than those herein. Customer shall treat the terms of this agreement as Confidential Information of Skydio.
14.2 Compelled Disclosure. If the Receiving Party is compelled to disclose by law, order issued by a court of competent jurisdiction, regulatory agency, or other governmental body (each, an "Order") any Confidential Information, the Receiving Party will, if legally permissible, promptly give the Disclosing Party written notice of the Order and reasonable assistance to the Disclosing Party prior to disclosure to provide the Disclosing Party with the opportunity to interpose any and all objections it may have to disclosure of the information required by the Order and seek a protective order or other appropriate relief.
14.3 State Customers. Skydio acknowledges and agrees that State Customers are subject to applicable state or local public information acts, and that governmental expenditures are generally considered public information and are subject to disclosure to the public.
15.2 Electronic Communications. By using the Offerings, Customer explicitly consents (to the fullest extent permitted by applicable law) to receive all notices and information relating to use and operation of the Offerings via emails, push notifications, and other similar means, and Customer agrees that all agreements, notices, disclosures and other communications that Skydio provides to Customer electronically satisfy any legal requirement that such communications be in writing.
15.3 Compliance with Laws. The Offerings have been designed, marketed, and sold for use solely within the Authorized Territory. All safety warnings, information, instructions, packaging, in-box materials, Mobile Apps, and support services will only be provided in English, except where translation is required by applicable laws or regulations within the Authorized Territory.
15.4 Breach. Any breach of these Terms shall be deemed a material breach of the agreement.
15.5 Violations and Complaints. Without limiting Skydio’s rights or remedies under the Terms or at law or in equity, Skydio may investigate complaints or evidenced violations related to Customer’s use of the Offerings and alleged violations of these Terms and take any action Skydio deems necessary and appropriate in connection with such complaints and violations.
15.6 Choice of Law and Venue.
(a) If Customer is a non-governmental entity, this agreement will be interpreted under California state law without giving effect to any choice of law principles that would require the application of the laws of a different country or state, and any claim by a party may be brought in any state or federal court of competent jurisdiction located in San Francisco, California.
(b) If Customer is a state or local governmental entity (“State Customer”), then Customer’s state law will apply and any claim arising under this agreement may be brought in the state or federal courts located in Customer’s state.
(c) If Customer is a federal governmental entity (“Federal Customer”), United States federal law will apply and any claim may be brought in any federal court.
(d) The United Nations Convention on Contracts for the International Sale of Goods does not apply to this agreement.
15.7 Export Control. Customer acknowledges that certain of Skydio’s Offerings, or Confidential Information may be subject to US export control laws and regulations, which include, but are not limited to, the Export Administration Regulations. Customer represents that: (a) Customer is and has always been in compliance with all Laws administered by the U.S. Department of the Treasury's Office of Foreign Assets Control imposing economic sanctions and trade embargoes (“Economic Sanctions Laws”) against designated countries, regimes, entities, and persons (collectively, “Embargoed Party”); and (b) Customer is not an Embargoed Party or otherwise subject to any Economic Sanctions Law. Customer agrees: (c) not to violate any applicable Economic Sanctions Laws during the term of this agreement; and (d) not to, without limitation, disclose, transfer, or export Skydio’s Products, Services, or Confidential Information to an Embargoed Party or other third parties, including foreign persons or entities wherever located, whether or not related to or affiliated with Customer, without first obtaining the appropriate US government authorization if required, and receiving express written consent from Skydio. If Customer is a non-governmental entity, Customer shall defend, indemnify, and hold harmless Skydio and its suppliers from and against any claim arising from Customer’s violation of such laws or regulations.
15.9 Force Majeure. No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached this agreement, for any reasonable delay in fulfilling or performing any obligation under this agreement (other than the obligation to pay money), when and to the extent such delay is directly caused by acts of God, epidemics or pandemics, quarantines, export bans, sanctions and other government actions, war, terrorism, riot, civil commotion, interference by civil or military authorities, national or international calamity, armed conflict, nuclear, chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms, earthquakes, natural disasters, extreme adverse weather, stability or availability of the internet; the elements; telecommunication system failure; technology attacks, embargoes; strikes; lockouts; disputes with workmen or other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; or acts or requests of any governmental authority.
15.10 Notice. Except as otherwise expressly provided herein, all notices shall be in writing and deemed delivered the earlier of: (a) actual receipt; (b) upon delivery by a nationally recognized overnight courier (receipt requested) to the receiving party’s address as specified herein or updated by written notice; or (c) when received via electronic communications as evidenced by either party’s contemporaneously created computer records. The parties’ addresses for notice are set forth above. Either party may change its address of record by giving the other ten (10) days’ notice. Notwithstanding the foregoing, Skydio may give notice of prospective changes to its schedule of Fees by reasonably conspicuous display on the user interface for SaaS Services or Customer’s Account.
15.11 Relationship Between the Parties. The parties are independent contractors. Neither party is the agent, partner, employee, fiduciary, or joint venturer of the other party under this agreement. There are no third-party beneficiaries under this agreement.
15.12 Remedies. Except as otherwise provided herein, the parties’ rights and remedies under this agreement are cumulative and non-exclusive. No single right or remedy shall be exclusive of any other which is consistent with the former. Customer acknowledges that the Offerings contain valuable trade secrets and proprietary information of Skydio and its suppliers, that any actual or threatened breach of this agreement by Customer would constitute immediate, irreparable harm for which monetary damages would be an inadequate remedy, and that injunctive relief is an appropriate remedy for such breach.
15.13 Waivers. All waivers must be in writing. Any waiver or failure to enforce any provision of this agreement on one occasion shall not be deemed a waiver of any other provision or of such provision on any other occasion.
15.14 Severability. If any provision of this agreement is held unenforceable by a court, such provision may be changed and interpreted by the court to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions shall continue in full force and effect.
15.15 Assignment. Skydio may assign this agreement, without restriction, upon notice to Customer. Except as otherwise provided herein, Customer may not assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of Skydio; provided, however, Customer may assign this agreement in its entirety, together with all rights and obligations hereunder, to any party that is not an Embargoed Party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this agreement, and Customer shall provide Skydio with prior written notice of such assignment.