Skydio SAFE Terms and Conditions

These SAFE Terms and Conditions (this “SAFE Agreement”) apply solely to Products designated on an Order Form as eligible for the Skydio Assured Future Equipment Program (the “SAFE Program”), and where the Customer has selected on the Order Form to enroll in the SAFE Program for a specified term. This SAFE Agreement supplements the other terms and conditions applicable to Customer’s purchase and use of SAFE Hardware, including the Master Services and Purchase Agreement (“MSPA”), the Spares Plan, Skydio Care, or other terms and conditions referenced on the applicable Order Form (collectively, the “Agreement”).  Capitalized terms have the meaning set forth in the Agreement.

1.     SAFE Program.  The SAFE Program encompasses Products indicated on an Order Form as eligible to be replaced or upgraded through the purchased SAFE plan (SAFE Hardware), as set forth in this SAFE Agreement.  The specifications for each SAFE Program will be set out in the applicable Order Form, along with the intervals at which SAFE Hardware will be eligible for replacement (SAFE Replacement Interval) and/or upgrade (SAFE Upgrade Interval).

2.     SAFE Term.  The SAFE Term shall begin on the shipping date of the SAFE Hardware.  The SAFE Term shall end after the period elected by Customer on the Order Form.  

3.     Payment.  Payment shall be invoiced and made on or before the Start date unless otherwise agreed by the parties in writing.

4.     SAFE Fleets. All SAFE Hardware purchased through the same Order Form and intended for delivery on or around the same date shall be considered a single “SAFE Fleet.” SAFE Hardware Replacements and SAFE Upgrade Models for Products in a SAFE Fleet will become part of the SAFE Fleet. The SAFE Term shall apply to all SAFE Hardware, SAFE Hardware Replacements and SAFE Upgrade Models in a SAFE Fleet.  Additional SAFE Hardware purchased after the formation of a SAFE Fleet will constitute a separate and distinct SAFE Fleet with a separate and distinct SAFE Term. For the avoidance of doubt, Skydio will not permit additions to any existing SAFE Fleet

5.     SAFE Upgrade Model. A “SAFE Upgrade Model” is upgraded hardware for SAFE Hardware that is determined by Skydio in its sole discretion to be of (i) the same or similar type, and (ii) the same class as the reference product, to be delivered after the SAFE Upgrade Interval specified in the Order Form. Each SAFE Upgrade Model will further include relevant batteries, propellers, and other accessories as determined by Skydio in its sole discretion. By notifying Skydio in writing, Customer may elect to upgrade an article of SAFE Hardware in a SAFE Fleet after the passage of the applicable SAFE Upgrade Interval, as specified on the Order Form.  Skydio may defer delivery of the SAFE Upgrade Models until Customer has, in Skydio’s sole discretion, satisfied all current payment obligations under this Agreement. Customers who have satisfied all current payment obligations under this Agreement are eligible to receive their SAFE Upgrade Models at a date up to six months in advance of the passage of a SAFE Upgrade Interval, subject to supply constraints, with delivery priority resolved in Skydio's sole discretion.

6.     Non-Upgrade SAFE Replacements. Replacements, other than replacement of SAFE Hardware with a SAFE Upgrade Model  are “SAFE Hardware Replacements,”  that will be provided at intervals defined by the SAFE Replacement Interval elected by Customer on the Order Form. A SAFE Hardware Replacement assumes the status of the replaced hardware, and the original hardware shall be returned to Skydio and will become Skydio’s property. SAFE Hardware replaced through Skydio Care or some other mechanism will become SAFE Hardware subject to the terms of this SAFE Agreement. Customers who have satisfied all current payment obligations under this Agreement are eligible to receive their SAFE Hardware Replacements at a date up to six months in advance of the passage of a SAFE Replacement Interval, subject to supply constraints, with delivery priority resolved in Skydio's sole discretion.

7.     Skydio Care. SAFE Hardware and SAFE Upgrade Models will each be provided with separate terms of Skydio Care to the extent specified on the Order Form.  The start of Skydio Care services for SAFE Hardware will coincide with the start of the SAFE Term.  Upon shipping of a SAFE Upgrade Model, a new Skydio Care Service on the SAFE Upgrade Model will begin.

8.     Spares and Maintenance and Repair Plan.

1. Skydio Spares Plan may be purchased with certain SAFE drones as indicated on the relevant Order Form. The start of Spares Plan for SAFE Hardware will coincide with the start of the SAFE Term.  Upon shipping of a SAFE Upgrade Model, a new Spares Plan term will begin for that SAFE Upgrade Model .
2. Docks are purchased with Maintenance and Repair plans as indicated on the relevant Order Form. The start of a Maintenance and Repair Plan for SAFE Hardware will coincide with the start of the SAFE Term.  Upon shipping of a SAFE Upgrade Model, a new Maintenance and Repair Plan term will begin for that SAFE Upgrade Model.  

9.     Design Changes.  Skydio reserves the right to make changes in the design of any of Skydio’s products and services without incurring any obligation to notify the Customer or to make the same change to products and services previously purchased. Skydio may substitute end of life products with the next generation of that product without notifying the Customer.

10. Advanced Software and SaaS.  The start of Advanced Software Licenses and SaaS Subscriptions will coincide with the start of the SAFE Term. Advanced Software Licenses and SaaS Subscriptions provided under the SAFE Program are transferable between the SAFE Hardware and the SAFE Upgrade Model corresponding to that drone, or between  SAFE Hardware/SAFE Upgrade Model and replacement hardware received through Skydio Care, the Limited Warranty, or some other device. License transfers shall operate as specified elsewhere in the Agreement, with the exception that transfer from the SAFE Hardware to a SAFE Upgrade Model shall not be prevented by previous transfer or prevent subsequent transfer based on Skydio Care repair/replacement, Warranty repair/replacement, or out-of-Warranty repair/replacement.  Transfers will not be permitted to drones outside of the SAFE Fleet.

1. Licensing Model. In the event Skydio’s generally available software licensing model has changed as of the date of a SAFE replacement or upgrade, Skydio reserves the right to accordingly to conform the license terms for the replacement or upgrade drone software, including Advanced Software and SaaS, provided however that in no event shall a customer receive a reduced term for any software license.

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

12. Termination for Non-appropriation of Funds (Government Customers only). If sufficient funds are not appropriated or otherwise legally available to pay the fees due for Products purchased under the SAFE Agreement, Customer may terminate this Agreement. Customer will deliver notice of termination under this section as soon as reasonably practicable.

13. Effect of SAFE Order Form Termination. Once a SAFE Order Form is terminated for any reason, then:

a.     The SAFE Program will terminate as of the date of termination and no refunds will be given;

b.    Skydio will have no further obligation to provide SAFE Upgrade Models;

c.     The Customer will be responsible for payment of any missed payments due to the termination, including those due after the termination date, before being allowed to purchase any future Skydio Products;

d.    Customer will no longer be entitled to Advanced Software for SAFE Hardware or SAFE Upgrade Models, regardless of time remaining on the SAFE Term;

e.     Customer will no longer be entitled to SaaS Services for SAFE Hardware or SAFE Upgrade Models, regardless of time remaining on the SAFE Term;

f.      Customer will no longer be entitled to Skydio Care with respect to SAFE Hardware or SAFE Upgrade Models, regardless of the time remaining on any Skydio Care program currently in effect, including any limited warranty extension;

g.    Customer will no longer be entitled to Spares Plan or Maintenance and Repair Plans with respect to SAFE Hardware or SAFE Upgrade Models, regardless of the time remaining on any Spares Plan program currently in effect;

h.    In the case of termination for non-appropriations, Customer shall return all Hardware subject to the SAFE Program to Skydio within 30 days of the date of termination; and

i.      In the event the Customer decides to retain the SAFE Hardware or SAFE Upgrade Models post-termination, Skydio reserves the right to invoice Customer for the difference between the MSRP price of the retained Skydio hardware and applicable software license fee(s) less any portion of the prior payments attributable, determined at Skydio’s sole discretion, towards the retained Skydio drone(s) and license fee(s).

14. Inconsistent Terms.  In the event of any conflict or inconsistency between this SAFE Agreement and the other provisions of the Agreement, the terms and provisions of this SAFE Agreement shall govern.