These Terms and Conditions are incorporated by reference into an Order Form that has been entered into between Skydio, Inc. (“Skydio”) and Customer. These Terms and Conditions and the Order Form are collectively referred to as this “Agreement.” Collectively, Skydio and Customer shall be known individually as “party” or collectively as the “parties”.
The parties agree as follows:
Skydio shall provide Customer with certain consulting and training services (the “Services”) as specified in Customer’s order (“Order Form”). To the extent an Order Form provides additional and/or conflicting terms to this Agreement, the terms of the Order Form shall prevail. All Skydio subcontractors under an Order Form, if any, shall be bound to perform all obligations under this Agreement as if they were being performed by Skydio.
2.1 Location and Timing
Training shall be provided at the location set forth in Customer’s Order Form (the “Location”). If no location is specified in the Order, the training will be provided at a Location to be determined and confirmed in writing with the Customer. For onsite, virtual and e-learning training, the Customer is responsible for testing all necessary facilities and systems prior to the scheduled training to enable Skydio to provide the training unless otherwise specified on the Order Form. 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 dates must be confirmed two or more weeks in advance of the training date.
2.2 Course Availability and Content
Training content will be substantially in line with the relevant training description set forth in the Order Form. Skydio reserves the right to re-schedule training at any time prior to the training start date without any liability. In the event that 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.
2.3 Payment Terms
Skydio will invoice Customer for training upon Customer signing the Order Form. Unless different payment terms were agreed in the Order Form, the entire amount invoiced plus any applicable taxes is due in full no later than 30 days from the date of Skydio’s invoice.
Unless otherwise set forth in the Order Form, Customer shall: (a) pay Skydio in accordance with each Order Form or at Skydio’s then-current standard rates, whichever is applicable; (b) reimburse Skydio for all reasonable and necessary travel and living expenses Skydio incurs performing such Services, provided that such expenses are incurred pursuant to an applicable Order Form or other request for Services by Customer; and (c) pay Skydio net 30 days from the date of Skydio’s invoice. Unless Customer provides Skydio with a valid tax exemption or direct pay certificate upon execution of this Agreement, Customer is responsible for all taxes, duties, and customs fees which may be assessed on the amounts paid for Services performed hereunder, excluding taxes based on Skydio’s income or payroll.
4.1 Definition
The term “Confidential Information” shall mean: (a) any and all information which is disclosed by either party (“Disclosing Party”) to the other (“Recipient”) verbally, electronically, visually, or in a written or other tangible form which is either identified or should be reasonably understood to be confidential or proprietary at the time of disclosure; and (b) the terms, including without limitation, price and pricing of Skydio’s Services and any proposals or other documents that preceded this Agreement. Confidential Information also includes, without limitation, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, client lists, employee information, and financial information. In addition, Confidential Information may include information concerning any of Disclosing Party’s past, current, or possible future products or methods, including information about Disclosing Party’s research, development, engineering, purchasing, manufacturing, accounting, marketing, selling, leasing, and/or software (including third party software).
4.2 Treatment
Disclosing Party’s Confidential Information shall be treated as strictly confidential by Recipient and shall not be disclosed by Recipient to any third party except to those third parties operating under non-disclosure provisions no less restrictive than the terms herein this Section and who have a justified business “need to know”. Customer shall protect the deliverables resulting from Services with the same degree of care. This Agreement imposes no obligation upon the parties with respect to Confidential Information which either party can establish by legally sufficient evidence that: (a) was in the possession of, or was rightfully known by the Recipient without an obligation to maintain its confidentiality prior to receipt from Disclosing Party; (b) is or becomes generally known to the public without violation of this Agreement; (c) is obtained by Recipient in good faith from a third party having the right to disclose it without an obligation of confidentiality; (d) is independently developed by Recipient without the participation of individuals who have had access to the Confidential Information; or (e) is required to be disclosed by court order or applicable law, provided notice is promptly given to the Disclosing Party and provided further that diligent efforts are undertaken to limit disclosure.
4.3 Rights and Duties
The Recipient shall not obtain, by virtue of this Agreement, any rights, title, or interest in any Confidential Information of the Disclosing Party. Within fifteen (15) days after termination of this Agreement, each party shall certify in writing to the other that all copies of Confidential Information in any form, including partial copies, have been destroyed, returned, or used solely as the Disclosing Party so directs.
4.4 Proprietary Information
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 vested in Skydio. Customer acknowledges that the Skydio Proprietary Information is confidential and proprietary to and constitutes valuable trade secrets of Skydio and that Customer shall not obtain any intellectual property or other ownership rights whatsoever in any Skydio Proprietary Information. All Skydio Proprietary Information shall be held in confidence and not disclosed, copied, or provided to third parties. Subject to the restrictions set forth herein, a training participant may use training course material to carry out his duties for the Customer.
4.5 Survivability
The terms of this Section 4 shall survive termination of this Agreement. If the Parties have executed a separate agreement that contains confidentiality terms prior to or contemporaneously with this Agreement, those separate confidentiality terms shall remain in full force to the extent that they do not conflict with any terms contained herein.
Each party (“Indemnifying Party”) shall indemnify and hold the other party (“Indemnified Party”) harmless against any third party claim, including costs and reasonable attorney’s fees, in which the Indemnified Party is named as a result of the negligent acts and omissions, or failure to act by the Indemnifying Party, its employees or agents, while performing its obligations hereunder, which result in death, personal injury, or tangible property damage. This indemnification obligation is contingent upon the Indemnified Party providing the Indemnifying Party with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim. The terms of this Section 4 shall survive termination of this Agreement.
Each party warrants that it has the right and power to enter into this Agreement, and that an authorized representative has executed this Agreement. Skydio warrants that the Services will be performed in a professional and workmanlike manner in accordance with recognized industry standards. To the extent Services provided by Skydio are advisory, no specific result is assured or guaranteed. SKYDIO EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY (BY ANY TERRITORY OR JURISDICTION) TO THE EXTENT PERMITTED BY LAW, AND FURTHER SKYDIO EXPRESSLY EXCLUDES ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY TO THE EXTENT PERMITTED BY LAW.
SKYDIO’S MAXIMUM LIABILITY FOR ANY ACTION ARISING UNDER THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION AND WHETHER IN TORT OR CONTRACT, SHALL BE LIMITED TO THE AMOUNT OF SERVICES FEES PAID BY CUSTOMER FOR THE SERVICES FROM WHICH THE CLAIM AROSE. IN NO EVENT SHALL SKYDIO BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, LOST DATA OR LOST PROFITS, HOWEVER ARISING, EVEN IF SKYDIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES AGREE TO THE ALLOCATION OF RISK SET FORTH HEREIN.
Any expression or result of Skydio’s Services, or the work, findings, analyses, conclusions, opinions, recommendations, ideas, techniques, know-how, designs, programs, tools, applications, interfaces, enhancements, software, and other technical information (collectively “Work Product”) created by Skydio in the course of performing the services hereunder are the property of Skydio and are licensed to Customer, without further license fees, pursuant to the Skydio software license(s) to which the consulting services pertain, provided, however, to the extent such Work Product provided to Customer by Skydio contains Customer’s Confidential Information, Customer shall retain title to such Confidential Information. With the exception of Customer’s Confidential Information, Customer shall have no right to sublicense, transfer, assign, convey or permit any third party to use or copy any Work Product.
Skydio performs this Agreement as an independent contractor, not as an employee of Customer. Nothing in this Agreement is intended to construe the existence of a partnership, joint venture, or agency relationship between Customer and Skydio.
Unless otherwise agreed to, either party may terminate this Agreement or any Order at any time by giving the other party written notice of termination.
This Agreement shall be governed by and construed in accordance with the laws of the State of California, without reference to its conflicts of laws principles. The parties irrevocably consent to the exclusive jurisdiction and venue of the courts located in San Mateo, CA for any legal action between them arising out of or related to this Agreement.
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. This Agreement is the complete understanding between the parties regarding its subject matter, and it supersedes any other discussions or understandings regarding the subject matter of this Agreement. Skydio may assign this Agreement without restriction. This Agreement and the responsibilities as outlined hereunder are not transferable by Customer without the written approval of Skydio. This Agreement may not be modified or amended except by a writing signed by both parties. If any provision of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of this Agreement will remain valid and enforceable as though such void or unenforceable provision were absent upon the date of its execution. Any legal notices required hereunder shall be given in writing at the address first set forth below and shall be deemed to have been delivered on the delivery date, if delivered personally to the party to whom the same is directed, or one business day after deposit with a commercial overnight carrier, with written verification of receipt. This Agreement may be executed in any number of separate counterparts, all of which, when taken together, shall constitute one and the same instrument.
Copyright © 2020 Skydio, Inc.
Skydio, Inc.
114 Hazel Ave.,
Redwood City, CA 94061
SKYDIO is a trademark and service mark of Skydio, Inc. Visit Skydio’s website at skydio.com