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LAST UPDATED: September 20, 2023
These terms and conditions (“Agreement”), together with any Order Form (as defined herein) referencing this Agreement are entered into by and between Skydio and the party identified in the Order Form (“Customer” or “You”) and contain the terms and conditions that govern the purchase, use and access by Customer to certain Skydio hardware, software and services, as described below. In consideration of the mutual promises and upon the terms and conditions herein, the parties agree as follows:
1. Definitions. All capitalized terms used in this agreement have the same meaning in this Agreement as in the EULA, unless expressly defined otherwise in this Agreement:
“Authorized Users” Employees and contractors working on behalf of and authorized by Customer or a Customer Affiliate.
“EULA” means this Skydio End User License Agreement set forth at https://www.skydio.com/legal, and is incorporated herein by this reference.
“Limited Warranty” means the written limited warranty set forth at https://www.skydio.com/legal, and is incorporated herein by this reference.
“Prepaid Order” means a purchase transaction for which all Fees are paid by Customer prior to or contemporaneously with Customer’s execution of an Order Form.
“Skydio Care Terms of Service” means the Skydio Care Terms of Service set forth at https://www.skydio.com/legal, which is incorporated herein by this reference.
“Skydio Safe Terms of Service” means the Skydio Safe Terms of Service set forth at https://www.skydio.com/legal, which is incorporated herein by this reference.
“Terms of Use” or “TOU” means the terms of use set forth at https://www.skydio.com/legal, which govern Customer’s use of Products and Services, and is incorporated herein by this reference.
2. Order, Fees, and Payment.
2.1 Orders. The parties and their Affiliates may enter into purchase transactions (“Orders”) by executing one or more Order Forms from time to time. When the parties enter into an Order Form, Customer agrees timely to pay to Skydio the applicable Fees, and Skydio agrees to provide the purchased Products and Services, in accordance with this Agreement and the applicable Order Form. Except as otherwise specified in this Agreement or in an Order Form: (i) Fees for Advanced Software Packages or Subscriptions are based on the quantities purchased and not actual usage, (ii) orders and payment obligations are non-cancelable and Fees paid are non-refundable, and (iii) quantities purchased cannot be decreased during any applicable License Term or Subscription Term. Customer will promptly fulfill any request from a Skydio or a Customer Affiliate to verify or refute in writing that the purchasing entity is a Customer Affiliate.
2.2 Fees. The Fees shall be as specified in the applicable 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 Fees shall become payable upon fulfillment and shall be paid in United States Dollars.
(a) If Customer provided a credit card number at the time of purchase, it will be charged upon fulfillment.
(b) For all other Orders, Skydio will invoice Customer for applicable Fees under each Order Form upon Skydio’s full or partial delivery of the Hardware, provisioning of Software or Services, or delivery of the deliverables, as applicable.
(c) Orders will be shipped via the most economical method as determined by Skydio and may be shipped as one or more shipments. Customer agrees to accept and pay for Hardware in partial shipments; provided, however, that Skydio shall only submit an invoice, based on applicable Fees and discounts, for Hardware it has shipped. Each Software or Service item identified by product code in an Order Form shall be deemed a separate sale and shall have its own delivery schedule, period of performance, and/or completion date. Skydio shall invoice Customer for applicable Software or Services Fees, subject to any discounts, upon provisioning.
(d) Unless otherwise expressly set forth in the Order Form, all invoices are due and payable within thirty (30) days of the date of invoice. Unless otherwise specified in an applicable Order Form, all Fees are payable and charged (i) at the beginning of each License Term, Subscription Term, and Support Term, and (ii) at the time of each renewal thereof.
2.3 Recurring Payments. Skydio may charge interest for all undisputed amounts not paid when due at the lower of 1.5% interest rate per month or the highest rate permitted by law. Skydio may suspend or terminate access to any Products or Services if any undisputed invoices are past due, which shall not relieve Customer from its obligation to pay all amounts owed. If Customer elects to pay recurring Fees by credit card or debit card, as specified in the Order Form, it hereby authorizes Skydio to charge the card as recurring Fees are due. Each License Term and Subscription Term is a continuous and non-divisible commitment to purchase the applicable Advanced Software Package or Services for the full duration of the then-current License Term or Subscription Term, as applicable, regardless of any payment schedule. Skydio will invoice Customer, and Customer will reimburse Skydio, on a monthly basis for actual and reasonable travel and living expenses incurred in connection with Skydio’s provision of any Professional Services or in-person Training Services. If Skydio sends a past due account to collections, Customer will be responsible for any resulting collection and attorneys’ fees.
2.4 Taxes. Any Fees are exclusive of taxes or duties of any kind. Customer will be responsible for, and will promptly pay, all taxes and duties of any kind (including but not limited to sales, use and withholding taxes) associated with this Agreement or Customer’s use of Products or Services, except for taxes based on Skydio’s net income.
2.5 Account. Customer must establish and maintain an Account in accordance with the TOU in order to access and use Products and Services.
Shipping terms for domestic orders of Hardware within the United States are FOB Origin, freight prepaid. Shipping terms for international orders are EXW Skydio warehouse (Fremont, California or Hayward, California, as applicable) or other Skydio designated shipment point (INCOTERMS 2020). Any assistance Skydio provides in connection with Customer’s transportation of Products shall not be deemed to change the foregoing shipping terms. Any reference to shipping charges contained in an Order Form is an estimate, and Customer is responsible for all applicable shipping charges. Skydio is not responsible for any differences that may occur between shipping estimates contained in the Order Form and shipping charges applicable at the time of shipment as set forth in the invoice. Skydio retains a first priority security interest and lien on all goods sold hereunder until they are all paid for in full, including any late payment fees and cost of collection. Customer shall cooperate with Skydio as requested by Skydio to perfect Skydio’s security interests in such goods.
4. EULA.
The Skydio EULA governs Customer’s use of any Skydio Software that is pre-installed, downloaded, installed, or otherwise provided in connection with any Skydio Hardware 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.
5. Warranty.
The only warranties that Skydio provides with respect to any of the Products are (i) the Limited Warranty or (ii) Skydio’s warranty that the Hardware will arrive in an operational state (the “DOA Warranty”). Unless otherwise specified on the Order Form, (a) the Limited Warranty is only applicable for Products that are purchased and used within the United States; (b) the DOA Warranty is applicable for Products that are purchased or used elsewhere within the Authorized Territory; and (c) no warranty is provided (and the Products are sold “AS-IS”) for Products that are purchased or used outside of the Authorized Territory. In order to make a valid claim under the DOA warranty that the Hardware arrived in a non-operational state (“Dead-on-Arrival Hardware”), Customer must report to Skydio within thirty (30) days of the original delivery date of such Dead-on-Arrival Hardware and return such Dead-on-Arrival Hardware in accordance with Skydio instructions at Customer’s expense. Within fourteen (14) business days of Skydio’s confirmation that the Dead-on-Arrival Hardware is non-operational, Skydio shall reimburse Customer for Customer’s shipping costs and ship, at Skydio’s sole expense, a replacement Product to Customer. The Limited Warranty is subject to the Skydio Product End of Life Policy which is available at https://www.skydio.com/legal. Neither the Limited Warranty nor the DOA Warranty applies to any Products or Services provided under a trial period or on any other trial or evaluation basis, including any Beta Services or Features (as each is defined in the TOU). The Limited Warranty is hereby incorporated by reference herein and Customer agrees to comply with all terms and conditions of the Limited Warranty. The Return Policy at https://www.skydio.com/legal is not applicable to Orders made under this Agreement.
6. DISCLAIMER OF WARRANTY.
EXCEPT FOR THE LIMITED WARRANTY (WHERE APPLICABLE), PRODUCTS AND SERVICES 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 PRODUCTS OR SERVICES 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 PRODUCTS OR SERVICES AND ANY THIRD-PARTY TECHNOLOGY, INCLUDING RELIANCE ON ANY INFORMATION GENERATED THROUGH USE OF PRODUCTS OR SERVICES. 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.
7. Terms of Use.
Customer and Authorized Users agree to use the Skydio Products and Services only in a manner that complies with all laws. Customer shall ensure that it and its Authorized Users operate any Product or Service in accordance with the information and warnings set forth in the TOU and any other published product materials, technical specifications, user manuals, maintenance guidelines, and support communications provided by Skydio from time to time. To the extent the Order Form includes purchase of Skydio Care or Skydio Safe, the Skydio Care Terms of Service govern the services provided by Skydio as part of Skydio Care and the Skydio Safe Terms of Service govern the services provided by Skydio as part of Skydio Safe.
8. Intellectual Property.
Customer agrees that all worldwide patent, copyright, and other intellectual property rights in the Product, 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, not sold. All rights not expressly granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no implied licenses under this Agreement.
9. Term and Termination.
9.1 Term. This Agreement is effective upon the Customer’s purchase of Products or Services and shall continue until terminated pursuant to this Section (Term and Termination).
9.2 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 Statements of Work 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.
9.3 Suspension. Skydio may suspend or limit Customer’s Account and use of Products or Services as it deems reasonably necessary to prevent, investigate, or otherwise address any suspected breach of this Agreement including the TOU.
9.4 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 under this Agreement (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.
(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 (A) require Customer to take delivery of and pay for unfilled quantities of Hardware; or (B) 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.
9.5 Renewals. Unless otherwise specified on the Order Form, upon expiration of the initial period, the License Term or Subscription Term will automatically renew for successive one year renewal periods at (a) the Fees applicable to each such License Term or Subscription Term on the original Order Form (subject to an increase of up to 4% or the increase in the Consumer Price Index over the immediately preceding 12 months, at Skydio’s discretion), or (b) the revised Annual List Price, if such a revision is provided by Skydio no less than sixty (60) days prior to expiration of the applicable Term. Notwithstanding the foregoing, the Term shall not automatically renew if either party gives notice to the other of its intention not to renew at least thirty (30) days before the expiration of the applicable Term.
10. Indemnification and Limitation of Liability.
10.1 Indemnification by Skydio. Skydio at its expense will defend and settle any claim to the extent alleging that Customer’s use Products or Services, 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 Product; (ii) modify Products or Services 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 Products or Services, 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 defend or settle any claim to the extent: (i) the alleged infringement is based upon the combination of Products and Services with third-party products, services, or data; (ii) based upon modifications of Products and Services made at the request of Customer or by a party other than Skydio; (iii) misuse of the Products and Services; (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 Products and Services.
10.2 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 PRODUCTS OR SERVICES, 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. NEITHER PARTY SHALL HAVE ANY LIABILITY WHATSOEVER ARISING OUT OF OR RELATING TO THE OTHER PARTY’S USE OF ANY PRODUCTS OR SERVICES UNDER A TRIAL PERIOD OR ON ANY OTHER TRIAL OR EVALUATION BASIS, INCLUDING ANY BETA SERVICES OR FEATURES.
SUBJECT TO THE FOREGOING, BUT EXCLUDING EACH PARTY’S INDEMNITY OBLIGATIONS HEREUNDER, EACH PARTY’S AGGREGATE, CUMULATIVE LIABILITY TO THE OTHER PARTY OR TO ANY THIRD PARTY CLAIMING THROUGH 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 PRODUCTS OR SERVICES, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER ANY OTHER LEGAL THEORY, SHALL NOT EXCEED THE GREATER OF $100 OR 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.
11. Confidentiality.
11.1 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 for 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.
11.2 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.
11.3 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.
12. General.
12.1 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 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 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.
12.2 Modification. Any modification to this Agreement must be in writing and signed by both parties.
12.3 Export Control. Customer acknowledges that certain of Skydio’s Products, Services, 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 Company'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 Company. 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.
12.4 Construction. In constructing the terms of this Agreement, no presumption shall operate in favor of or against any party because of its counsel’s role in drafting the terms and provisions hereof. If the terms of this Agreement conflict with an Order Form, then the terms of this Agreement shall control unless the Order Form is signed by both parties and expressly identifies the modified provision of the Agreement. This Agreement is in the English language and its English language version shall be controlling over any other translation, except as otherwise required by applicable law. The parties to this Agreement have expressly required that the present Agreement and its exhibits be drawn up in the English language. Excluding this sentence, which shall control in all cases, the order of precedence in construction of this Agreement shall be (in order of most controlling to least controlling): Definitions, End User License Agreement, Limited Warranty, Skydio Care Terms of Service, Terms of Use, and the remaining terms and conditions of sale.
12.5 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.
12.6 Notice. Except as expressly otherwise 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. Any notices given by Customer to Skydio under this Agreement shall be given in writing and shall be delivered to the following address and/or email:
Skydio, Inc.
Attention: Legal Dept.
3000 Clearview Way,
San Mateo, CA 94402
12.7 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.
12.8 Marketing Support. The parties agree as follows:
(a) Each party (“Grantor”) grants the other party (“Grantee”) a limited, revocable, non-exclusive, world-wide, fully paid-up, royalty free license to use, display, exhibit, distribute, broadcast, reproduce and copy the names and likeness of designated representatives, company name, company logo, trademark, or trade name provided by Grantor to Grantee solely for Grantee’s own marketing and promotional purposes.
(b) Upon Skydio’s request, Customer will participate in the development of a case study to be used as part of Skydio’s sales collateral, where the final case study will be subject to Customer approval and such approval shall not be unreasonably withheld.
(c) Upon Skydio’s request, Customer will participate in the development of a public-facing quote to be used as part of Skydio’s sales collateral, where the final quote will be subject to Customer approval and such approval shall not be unreasonably withheld.
(d) Skydio may request that Customer participate in confidential industry analyst briefings with respect to Skydio Products and Services.
(e) Skydio may request that Customer participate in non-public, peer-to-peer reference calls with prospective Skydio customers.
(f) Skydio may request that Customer participate in selective web campaigns or trade shows pertaining to Skydio Products and Services.
The marketing support terms in this section shall not apply to any Customer insofar as their application would violate applicable law.
12.9 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 Products and Services 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.
12.10 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.
12.11 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.
12.12 Assignment. Skydio may assign this Agreement, without restriction, upon notice to the 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.
12.13 Entire Agreement. This Agreement constitutes the final and entire agreement between the parties regarding the subject of this Agreement and supersedes all prior or contemporaneous agreements, understandings, course of performance, and communications, whether written or oral. For the avoidance of doubt, the parties may during the course of performance repetitively indicate their assent to this form of Agreement, the EULA, or the TOU, such as by clicking an “Accept” icon on our website; the parties agree that once they have entered into this Agreement, such subsequent manifestations of assent shall be treated as an affirmation or amendment of the contract that they have formed under these terms, and not as a series of separate contracts. In no event shall any clauses, terms, or conditions of a Federal Customer or State Customer flow-down to Skydio, or into this Agreement, or otherwise be deemed to be included or apply to this Agreement, without Skydio’s prior and express written consent.