Skydio Equipment Rental Terms
These Terms and Conditions are incorporated by reference into an Order Form that has been entered into between Skydio, Inc. (herein referred to as Skydio or Owner) and customer (herein referred to as Customer or Renter). 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:1. Order Terms
Skydio shall provide Customer with certain Equipment for rent as specified in the Renter’s order (“Order Form”). The rental fees for Equipment (“Rental Fees”) shall be as specified on the Order Form or if not so specified then as otherwise quoted by Skydio or, in the absence of a quote, then at Skydio’s standard prices and fees in effect at the time the order is placed. The rental period for the Equipment (“Rental Period”) shall be as specified on the Order Form, including the start date of the Rental Period. If a start date is not specified in the Order Form, the start date shall be the date of delivery of the Equipment to the Renter. Each piece of equipment that is the subject of this Agreement (“Equipment”) shall be listed separately and set forth in the Order Form. Customer shall pay Rental Fees, and (as applicable) taxes and shipping costs, in accordance with this Agreement. Skydio may choose to bill through an invoice, in which case, full payment for invoices issued must be received by Skydio thirty (30) days from the date of invoice. All transactions between the parties relating to Equipment shall be governed solely by this Agreement, even if in their course of dealing the parties do not comply with the order procedures of this Agreement. To the extent an Order provides additional and/or conflicting terms to this Agreement, the terms of the Order shall prevail. Renter assumes all responsibility and liability for its agents, third party service providers, and any users of Equipment rented from Skydio under this Agreement.2. Renter Responsibilities
The Renter is responsible for the repair or replacement of any or all of the Equipment that is damaged, lost, confiscated, or stolen from the time Renter assumes custody until it is returned to Skydio. If the Equipment is lost, stolen, confiscated or damaged, Renter agrees to promptly notify the Skydio Representative designated above.2. Use/Disclaimer
The Renter and Renter’s authorized users shall be responsible for the proper use and deployment of the Equipment. The Renter and Renter’s authorized users shall be responsible for training anyone using the Equipment on the proper and safe use of the Equipment in accordance with any Equipment use procedures and safety operating procedures, which can be found on skydio.com or may be communicated by Skydio from time to time. The Renter agrees not to disassemble, dismantle, modify, or reverse engineer the Equipment in any fashion. The Renter will only use the Equipment for its designated use with the approved Skydio accessories and components and will not attempt to repurpose third party tools or components for use with the Equipment. Renter agrees to use the Equipment for evaluation purposes only, and not for any other use or application, unless otherwise approved in writing by Skydio.3. Delivery and Return of Equipment
All rights, title and interest in and to the Equipment shall remain with Skydio. The Renter shall be responsible for the safe packaging, proper import, export, insurance, shipping and receiving of the Equipment, at Renter’s cost, including costs of shipping the Equipment to Renter. Any extensions to the Rental Period must be communicated and approved by the Skydio in advance of the end of the Rental Period. If the Renter fails to ship the Equipment within three (3) business days of the end date of the Rental Period, or any approved extensions thereof, the Renter will be responsible for late fees in the amount of the one day rental rate, as determined from the weekly rental rate specified in the Order Form, times the number of days late. Skydio will invoice Renter for such late fees. Unless any delay in shipment by Renter is approved by Skydio, any Equipment not shipped by Renter seven (7) days after the end of the Rental Period shall be considered lost and Renter shall be responsible for the full cost of the Equipment (“Equipment List Price”) as specified in the Order Form. Renter agrees to pay any amount due within thirty (30) days of receipt of invoice.
The Equipment shall be returned to:
47 Hazel Ave., Redwood City, CA 94061 USA4. Maintenance and Repair
Equipment shall be returned to Skydio in its original condition, except for reasonable wear and tear. During the Rental Period and prior to return, the Renter agrees to assume all responsibility for any damage to the Equipment and/or replacement of such Equipment in the event of any damage, including any reasonable costs in restoring the Equipment to its original condition. When return shipping the Equipment, the Renter shall obtain a written receipt from the shipping courier that includes a time stamp and a tracking number as proof that the Equipment has been received by the shipping courier. If the Equipment is lost, stolen or damaged beyond repair, Renter will be responsible for the Equipment List Price and Skydio will invoice Renter for such amount. Renter agrees to pay such an amount within 30 days of receipt of such invoice.5. Compliance with Laws
Renter shall comply with all country, federal, state, county, and municipal laws, ordinances, and regulations, if any, applicable to the transportation and use of the Equipment. Renter shall secure all local, state and country licenses or permits required to use the Equipment, pay all taxes and fees and comply with all export compliance laws. Any information on regulations, operation, guidance, etc., provided by Skydio by any means of communication should be considered as “information only”. Renter is responsible for obtaining the correct information on regulations and laws applicable to operation where Renter resides and operates.6. Indemnification
The Renter agrees to indemnify, defend and hold Skydio harmless from any and all damages, losses, claims, causes of actions, expenses and liability of any nature whatsoever associated with its use of the Equipment while under the care, custody and control of Renter, except for gross negligence of Skydio.3. Support
Technical support shall be provided by Skydio during Skydio’s business hours.4. Early Return and Cancellation Rights
No refunds due to cancellation of a reservation will be issued. Skydio shall not be obligated to provide a refund of unused days in the event that equipment is returned by Renter earlier than the last day of their rental term including but not limited to damage of the equipment in the course of use by the Renter. Skydio reserves the right to amend Renter’s order at any time for any reason, demand immediate return of Skydio Equipment at any time for any reason including before a Renter’s rental period has expired. An equitable adjustment based on the changes made by the Skydio may be provided to the Renter and will under no circumstance exceed the amount of the original rental fees paid by the Renter. Liability of Skydio is limited to the amount of original rental fees paid by Renter.5. EULA
The Skydio EULA governs Renter’s use of any Skydio software that is pre-installed, downloaded, installed or otherwise provided in connection with any Skydio Equipment pursuant to this Agreement. The Skydio EULA is hereby incorporated by reference herein and Customer agrees to comply with all terms and conditions of the Skydio EULA.6. Privacy
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 it shall in good faith ensure that all Equipment is in functional condition before delivering or shipping to Renter. Skydio disclaims all other representations and warranties associated with the Equipment and any use thereof. ANY USE OF THE EQUIPMENT, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION GENERATED THEREBY, SHALL BE AT RENTER’S AND ITS AUTHORIZED USERS’ SOLE RISK. THE EQUIPMENT IS 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.
TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL OWNER BE LIABLE, WHETHER IN CONTRACT, TORT, WARRANTY, OR UNDER ANY STATUTE, OR ON ANY OTHER BASIS, FOR SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, WHETHER OR NOT FORESEEABLE AND WHETHER OR NOT A PARTY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THE POSSESSION OR USE OF, OR INABILITY TO USE, THE EQUIPMENT, ANY INJURY OF DAMAGE CAUSED BY THE EQUIPMENT, OR OTHERWISE ARISING OUT OF THIS AGREEMENT OR FAILURE TO PERFORM OR BREACH OF THIS AGREEMENT. Liability of Skydio, its OFFICERS, its affiliates, employees, contractors shall be limited to the amount of the original rental fees paid by the Renter for the equipment rental order in dispute.8. Governing Law
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.9. General
Renter 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. Renter hereby assigns to Skydio exclusively and perpetually, all rights, titles, and interests, including all intellectual property rights, Renter 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 Renter 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.
114 Hazel Ave.,
Redwood City, CA 94061
SKYDIO is a trademark and service mark of Skydio, Inc. Visit Skydio’s Web Site at www.skydio.com