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SAFE Terms and Conditions
Effective October 3, 2022 - November 22, 2022
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. This SAFE Agreement supplements the other terms and conditions applicable to Customer’s purchase and use of SAFE Drones, 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.
- SAFE Program. The SAFE Program includes Hardware (e.g., drones (“SAFE Drones”)), Advanced Software, SaaS Services, Skydio Care, and the Spares Plan, as set forth in this SAFE Agreement. The specifications for each particular SAFE Program will be set out in the applicable Order Form.
- SAFE Term. The SAFE Term shall begin on the shipping date of the SAFE Drones (the “Start Date”). The SAFE Term shall end 5 years after the Start Date.
- Payment. Payment shall be invoiced and made on or before the Start date unless otherwise agreed by the parties in writing.
- SAFE Fleets. All drones purchased through the same Order Form for delivery on or around the same date shall be considered a single “SAFE Fleet”. The SAFE Term shall apply to all SAFE Drones and all SAFE Upgrade Models in a SAFE Fleet. Additional SAFE Drones added 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.
- SAFE Upgrade Models. Each “SAFE Upgrade Model” is a replacement drone, as determined by Skydio in its sole discretion, for the SAFE Drone of (i) the same or similar type, and (ii) the same class as the reference drone, intended for delivery after the 30th month of the SAFE Term, 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.
Customer may elect to upgrade each SAFE Drone in a SAFE Fleet anytime after the 30th month but before the 43rd month of the SAFE Term by notifying Skydio in writing. 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.
- Skydio Care. SAFE Drones 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 Drones 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.
- Spares Plan. SAFE Drones and SAFE Upgrade Models will each be provided with separate terms of the Spares Plan, to the extent specified on the Order Form. If the Spares Plan is selected, the start of Spares Plan services for SAFE Drones will coincide with the start of the SAFE Term. Upon shipping of a SAFE Upgrade Model, a new Spares Plan service on the SAFE Upgrade Model will begin.
- Non-Upgrade Replacements. Replacements, other than replacement of a SAFE Drone with a SAFE Upgrade, will assume the status of the replaced drone, and the drone returned to Skydio will become Skydio’s property. A SAFE Drone replacement through Skydio Care or some other mechanism will thus become a SAFE Drone, and a SAFE Upgrade Model replacement of the same type will thus become a SAFE Upgrade Model, under the terms of this SAFE Agreement.
- 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.
- 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 Drone and the SAFE Upgrade Model corresponding to that drone, or between a SAFE Drone/SAFE Upgrade Model and a replacement drone 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 Drone to the 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.
- 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.
- 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.
- Effect of SAFE Order Form Termination. Once a SAFE Order Form is terminated for any reason, then:
- The SAFE Program will terminate as of the date of termination and no refunds will be given;
- Skydio will have no further obligation to provide SAFE Upgrade Models;
- 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;
- Customer will no longer be entitled to Advanced Software for SAFE Drones or SAFE Upgrade Models, regardless of time remaining on the SAFE Term;
- Customer will no longer be entitled to SaaS Services for SAFE Drones or SAFE Upgrade Models, regardless of time remaining on the SAFE Term;
- Customer will no longer be entitled to Skydio Care with respect to SAFE Drones or SAFE Upgrade Models, regardless of the time remaining on any Skydio Care program currently in effect, including any limited warranty extension;
- Customer will no longer be entitled to Spares Plan with respect to SAFE Drones or SAFE Upgrade Models, regardless of the time remaining on any Spares Plan program currently in effect;
- 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
- In the event the Customer decides to retain the SAFE Drones or SAFE Upgrade Models post-termination, Skydio reserves the right to invoice Customer for the difference between the MSRP price of the retained Skydio drone(s) 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).
- 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.