Skydio Enterprise Terms and Conditions of Sale
Effective: August 28, 2020 to December 2, 2020
These Terms and Conditions are incorporated by reference into an Order Form that has been entered into between Skydio and Customer. These Terms and Conditions and the Order Form are collectively referred to as this “Agreement.”
Definitions. Any capitalized terms used in this Agreement that are not otherwise defined in this Agreement shall have the meaning as set forth below:
“Hardware” means drones and other unmanned aircraft, controllers, accessories, and related hardware sold by Skydio.
“Onboard Software” means software, in executable format only, embedded into or otherwise pre-installed on Hardware as supplied by Skydio, and any Skydio-provided updates thereto, whether or not embedded on read only memory. Onboard Software includes Base Software and Optional Software.
“Base Software” means capabilities, functions, or other features of the Onboard Software that are both: (a) standard capabilities, functions, or other features available and activated on Skydio’s base version of Hardware; and (b) available for use without purchase of Optional Software Package. Base Software may be specified and identified as standard features in the Order Form. Any capability, function, or feature that is not a Base Software shall be deemed an Optional Software.
“Optional Software” means optional capabilities, functions, or other features of the Onboard Software. Optional Software may be specified and identified as optional capabilities, functions, or other features on the Order Form. Skydio’s characterization of capabilities, functions, or other features as Optional Software shall be dispositive. Notwithstanding any other provision herein, a feature that is locked or otherwise disabled shall be deemed an Optional Software.
“Optional Software Package” means an optional, additional-charge license right, specified in the Order Form, pursuant to which Skydio shall unlock Onboard Software to permit Customer to operate Onboard Software (and in some cases the Hardware that it controls) with one or more Optional Software.
“Order Form” means the written ordering document physically or electronically signed by both Customer and Skydio which specifies the Hardware, Optional Software Package, and other Software licenses purchased by Customer.
“License Term” means with respect to a particular Optional Software Package, the term of that Optional Software Package, including (if applicable) the initial specified term and any renewal terms.
“Mobile Apps” are software applications (in executable form only), specified on the Order Form, that are specifically intended for use on a mobile device (and updates thereto that Skydio may from time to time provide in its sole discretion).
“Authorized Devices” are: (a) mobile devices that Customer owns or is authorized to use; and (b) controllers purchased by Customer hereunder, which in each case (a) and (b) are used by Customer to operate the Hardware purchased by Customer hereunder. Mobile Apps do not include Optional Software.
General. Customer may purchase Hardware or Optional Software Package by entering into the Order Form. Customer may submit or accept the Order Form using purchase orders or other transaction documents consistent in each case with the terms of this Agreement, but any additional, different, or conflicting terms appearing in such transaction documents shall not amend or supplement this Agreement unless that specific transaction document is physically signed by Skydio. The price for Hardware (“Purchase Price”) and fees (“Fees”) for Optional Software Packages 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. All transactions between the parties relating to Hardware or Software (as defined below) 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. Customer assumes all responsibility and liability for its agents, third party service providers, and any users of Hardware or Software purchased either directly or indirectly from Skydio under this Agreement.
Cancellation. All orders are non-cancellable and all amounts paid to are non-refundable except as expressly provided in this Agreement.
Shipping Terms and Risk of Loss. Shipping terms shall be EXW Redwood City, California, or other Skydio designated shipment point (INCOTERMS 2010). Title (other than to licensed software) and risk of loss or damage to Skydio products shall pass from Skydio to the Customer at the shipping point. Delivery and acceptance by Customer shall be deemed to have occurred at the shipment point. Customer shall be responsible for all freight, handling and insurance charges. Shipping dates may change due to unpredictable market trends or other causes beyond Skydio’s reasonable control.
Security Interest. Skydio retains a purchase money security interest in the Hardware until paid in full. Customer shall cooperate with Skydio as requested by Skydio to perfect any Skydio security interest in the products.
Invoicing and Payment. Customer shall pay Skydio the Purchase Price, 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. Skydio reserves the right to claim interest on any sum not paid when due, the overdue sums shall bear interest until paid at a rate of 1% per month (12% per annum), or the maximum rate permitted by law, whichever is less. Unless otherwise specified in the Order Form, all Fees for the entirety of the initial and renewal terms of each License Term are due in full at the outset of each term. If Customer elects to pay recurring Fees by credit card or debit card, as specified on the Order Form, it hereby authorizes Skydio to charge the card as recurring Fees are due. Each License Term is a continuous and non-divisible commitment to purchase the applicable Optional Software Package for the full duration of the then-current License Term, regardless of the payment schedule.
Taxes. The purchase prices of Hardware and Software do not include any foreign, federal, state or local taxes, or sales, use, consumption, excise, ad valorem, value-add, withholding or other applicable taxes or duties. When Skydio has the legal obligation to collect such taxes, the appropriate amount shall be added to the Order Form or Customer’s invoice, and paid by Customer unless Customer provides Skydio with a valid tax exemption certificate prior to issuance of a purchase order. Such certificate must be in a form authorized by the appropriate taxing authority.
License. Subject to and in accordance with the terms and conditions of this Agreement (including restrictions and limitations on the Order Form) and further conditioned upon Customer’s payment of all amounts due hereunder, Skydio grants to Customer: (a) a limited, perpetual, non-exclusive, non-transferable right and license to use the Base Software of the Onboard Software, solely on Hardware that Customer purchases from Skydio, and to install, on such Hardware, updates to the Onboard Software if and when provided by Skydo; provided, however, that such license does not permit Customer to use Onboard Software to unlock, activate, access, or use any Optional Software whether or not preinstalled in the Onboard Software; (b) a limited, perpetual, non-exclusive, non-transferable right and license to install and execute Mobile Apps on Authorized Devices solely to operate Hardware in accordance with this Agreement; and (c) if Customer purchases an Optional Software Package permitting use of an Optional Software, as specified in the Order Form, a non-exclusive, non-transferable right and license, during the License Term of the Optional Software Package, to use the Optional Software on Hardware that Customer purchases from Skydio solely to operate the Hardware in accordance with this Agreement. The foregoing license rights of clauses (a)-(c) are limited to the United States, Canada and Japan. Unless otherwise provided in the applicable Order Form, the license under the preceding clause (c) (“Optional Software License”) is granted on a per-unit basis, meaning that it may only be exercised with respect to the specific drones, controllers or other units of Hardware identified on the applicable Order Form or if the Order Form does not identify specific units, then with respect to no more than the total number of units authorized on the Order Form, or if a total number of units is not specified on the Order Form, then only with respect to one (1) single unit (“Authorized Units”). Rights under the Optional Software License rights are not transferable between units. For example, once an Optional Software is unlocked, activated, accessed, or used on a particular unit of Hardware, the Optional Software License rights which were exercised on that particular unit cannot be transferred to a different unit. The only exceptions to this foregoing restriction are: (a) if Skydio replaces a particular unit of Hardware returned to it pursuant to a warranty claim, Skydio shall transfer to the replacement unit the Optional Software License of the original unit; and (b) if a particular unit of Hardware is otherwise rendered permanently inoperable, Skydio shall upon Customer’s request transfer the Optional Software License of the inoperable unit to a replacement unit; provided, however, that Skydio may condition such transfer on Customer returning to Skydio the remnants of the inoperable unit or other evidence of its inoperability.
Term. Each Optional Software Package purchased hereunder shall have its own License Term. Unless otherwise specified in the Order Form: (a) each License Term shall have an initial term that commences upon the date of the Order Form and expires one (1) year later; provided, however, that (b) the License Term shall automatically extend at Skydio’s then-current pricing for successive additional one (1) year renewal terms unless either party give notice to the other of its intention not to renew the License Term at least thirty (30) days before expiration of the then-current initial or renewal term, as the case may be.
Termination. 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, (a) terminate this Agreement in its entirety along with all Optional Software Packages then in effect; or (b) terminate one or more Optional Software Packages and/or licenses (including perpetual licenses) granted hereunder, while leaving this Agreement and (if applicable) other Optional Software Packages and licenses in effect. Upon expiration or termination of a Optional Software Package for any reason: (a) all entitlements granted to Customer in connection with that Optional Software Package (including licensed rights granted under "clause (c) of the Section labeled "License") shall terminate, and Customer shall immediately stop using Optional Software that were enabled under that Optional Software Package; and (b) Customer shall promptly pay Fees and other charges accruing under the Optional Software Package prior to expiration or termination. Unless Skydio terminates this Agreement for breach by Customer, the perpetual licenses to use Base Software of the Onboard Software shall survive.
Activation. Onboard Software and Mobile Apps (collectively, “Software”) may be programmed with technological measures to ensure that Customer’s use of Software and Hardware is authorized under this Agreement. These technological measures include automatically communicating with Skydio via the Internet when the Software is in use to confirm that the license, pursuant to which the Software is activated, remains in effect and is being used in accordance with the terms of this Agreement. IF, AT THAT TIME, THE LICENSE HAS EXPIRED OR TERMINATED OR HAS BEEN SUSPENDED, OR IF THE SOFTWARE IS USED IN VIOLATION OF THIS AGREEMENT, THEN THE SOFTWARE MAY DEACTIVATE AND WILL NOT OPERATE AND CUSTOMER MAY BE UNABLE TO USE THE SOFTWARE AND HARDWARE WHICH THE SOFTWARE CONTROLS. Skydio shall reactivate the Software promptly if and when the subject license is reinstated.
Open Source Software. Software may include third-party software licensed under “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. Open Source Software is not subject to this Agreement but rather the applicable third-party end user license that accompanies such Open Source Software. Nothing in this Agreement limits Customer’s rights under, or grants Customer rights that supersede, the terms and conditions of any applicable end user license for the Open Source Software. If required by any license for particular Open Source Software, Skydio makes such Open Source Software, and Skydio’s modifications to that Open Source Software, available at www.skydio.com/legal/licenses. (https://skydio.myshopify.com/www.skydio.com/legal/licenses.)
Restrictions and Responsibilities. Customer shall not (and shall not permit others to) do any of the following with respect to the Software: (i) license, sublicense, sell, resell, rent, lease, transfer, distribute, timeshare, operate as a service bureau, or otherwise make any of it available for access by third parties; (ii) disassemble, reverse engineer, or decompile it; (iii) copy, create derivative works based on or otherwise modify it, (iv) remove or modify a copyright, trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reproduce, distribute, display, transmit, or use material protected by copyright or other intellectual property right (including the rights of publicity or privacy) without first obtaining the permission of the owner; (vi) use it to create, use, send, store, or run viruses or other harmful computer code, files, scripts, agents, or other programs or otherwise engage, in a malicious act or disrupt its security, integrity or operation; (vii) install, execute, or otherwise reproduce Onboard Software on any device other than the Hardware on which Skydio originally installed the Onboard Software; (viii) install any Software on any type of device not approved by Skydio; (ix) disable or otherwise circumvent any technological measures in Software to limit its installation, use, or access; (x) unlock, activate, access, or use an Optional Software on any device other than as permitted under a Optional Software Package purchased by Customer; (xi) publish or release any benchmarking or performance data applicable to the Hardware or Software; (xii) operate the Hardware or Software outside of the United States, Canada, or Japan; (xiii) use the Hardware or Software in any hazardous activity likely to result in death or injury to persons or animals or injury to property; and (xiv) use or otherwise export or re-export the Software except as authorized by United States law and the laws of the jurisdiction in which the Software was obtained. In particular, but without limitation, the Software may not be exported or re-exported (x) into any U.S.-embargoed countries or (y) to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Software, Customer represents and warrants that the Customer is not located in any such country or on any such list. Customer also agree that the Customer will not use these products for any purposes prohibited by United States law, including, without limitation, the development, design, manufacture, or production of nuclear, missile, or chemical or biological weapons. Customer represents, covenants, and warrants that Customer will use the Hardware or Software only in compliance with any provided documentation and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Skydio against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing restrictions.
Safety and Compliance. Customer and Customer’s authorized users agree to use the Hardware only in a manner that complies with all laws. Customer shall ensure that it and its authorized users operate product in accordance with the information and warnings set forth at https://support.skydio.com/hc/en-us/articles/360000586653-Skydio-R1-safety (https://support.skydio.com/hc/en-us/articles/360000586653-Skydio-R1-safety) (the “Safety and Operating Guide”). Customer acknowledges that improper operation of the unmanned aircraft systems may cause injury to persons or property. Customer shall at all times comply with all applicable local, state, national, and international laws and regulations related to the operation of unmanned aircraft systems in any territory of operation, including any applicable laws and orders with regard to privacy, pilot licensure, operating within visual line of sight (unless the Customer has received proper approval from a civil aviation authority waiving such limitation), detecting and avoiding other aircraft, and airspace restrictions (such as temporary flight restrictions issued by Federal Aviation Administration or other appropriate government agencies). Customer shall obtain and maintain all necessary licenses, consent, and authorizations of any kind necessary to operate unmanned aircraft systems.
Feedback. If Customer or Customer’s authorized users send Skydio comments, suggestions, ideas, materials, notes, drawings, concepts or other information (collectively, “Submissions”), Customer and Customer’s authorized users (as applicable) grant to Skydio a worldwide, non-exclusive, perpetual, irrevocable, transferable, sub-licensable, royalty-free license to use, copy, modify, publicly display, publicly perform, distribute and otherwise exploit the Submissions. None of the Submissions shall be subject to any obligation of confidentiality on Skydio’s part, and Skydio shall not be liable for any use or disclosure of any Submissions.
Intellectual Property. Customer agrees that all worldwide patent, copyright and other intellectual property rights in the Hardware and Software, 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. The Software is licensed to Customer under the terms set forth in this Agreement. It is not sold, even if for convenience the parties make reference to words such as “sale” or “purchase” in this Agreement. All rights in the Software not expressly granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no implied licenses under this Agreement.
Skydio Indemnity. Skydio shall defend at its expense any suit brought against Customer and shall pay all damages finally awarded in such suit solely to the extent that such suit is based on a claim that Hardware or Software as provided to Customer (collectively, “Product”) infringes a U.S. patent or copyright, provided that Skydio is notified within fourteen (14) days of such claim and is given full and complete authority (including settlement authority), information, cooperation and assistance by Customer for such defense. If a Product is held in any such suit to infringe such a right and its use is enjoined, or if in the opinion of Skydio the Product is likely to become the subject of such a claim, Skydio at its own election and expense may either (i) procure for Customer the right to continue using the Product; or (ii) modify or replace the Product so that it becomes non-infringing; or (iii) if neither of the foregoing alternatives is reasonably practicable, immediately terminate Skydio’s obligations and Customer’s rights under this Agreement with regard to such Product, and, if Customer returns such Offering to Skydio, refund to Customer the price originally paid by Customer to Skydio for such Product as depreciated or amortized by an equal annual amount over the lifetime of the Offering as established by Skydio at its sole discretion. The indemnification obligation will not apply to infringement actions or claims to the extent that such actions or claims are based on or result from: (i) modifications made to the Product by a party other than Skydio; (ii) the combination of the Product with items not supplied by Skydio; (iii) misuse of the Product; (iv) Skydio’s compliance with Customer’s designs or specifications; or (v) Customer’s failure to use the most recent version of the Product provided by Skydio to Customer, and Customer shall indemnify and hold Skydio harmless from and against any claim (including claims of contributory infringement or inducing infringement) arising out of (i) – (v) above. THIS SECTION STATES CUSTOMER’S EXCLUSIVE REMEDY AND SKYDIO’S ENTIRE LIABILITY FOR ANY CLAIM OF INFRINGEMENT.
Customer Indemnification. Customer agrees to defend and indemnify the Skydio Parties (as defined below) from any claim or demand, including any and all losses, liabilities, claims, demands, damages, costs or expenses, causes of action, suits, proceedings, judgments, and awards, including reasonable attorneys’ fees and costs, whether brought by third parties or otherwise, due to or arising out of Customer or Customer’s authorized users’ breach of this Agreement or use of a Product (other than suits with respect to which Skydio is obligated to defend Customer under the proceeding Section). The indemnity obligations of this Section shall survive any termination of the Agreement. Skydio may, at its own expense, assume the exclusive defense and control of any matter subject to indemnification by Customer, which shall not excuse Customer’s indemnity obligations under this section. Customer agrees not to settle any matter subject to the foregoing indemnification obligations without the express consent and approval of Skydio.
Services. In accordance with this Agreement, so long as Customer timely pays all amounts owed hereunder, Skydio shall render to Customer, during the applicable License Term of each Optional Software Package purchased herunder, the support services consisting of: (a) providing Customer’s named Administrators (defined below) with consultation in English, via telephone, chat and email, during Skydio’s normal business hours to assist with any Errors encountered by Customer when using the Optional Software licensed under the Optional Software Package; and (b) making reasonable efforts to correct any critical error in the Optional Software that causes the Optional Software to be inoperable (“Error”), all in accordance with Skydio’s support policies published on its Website, as updated from time to time. Errors do not include, and Skydio has no obligation to correct, malfunctions caused in whole or in part by modification of Software, the operation of third-party products or the integration of Software with or into third-party products, improper installation of the Optional Software or other Software, or the use of Software other than in accordance with the applicable specifications provided by Skydio. Support is only available for the current and single prior major release of Optional Software. No other services are included under this Agreement.
Administrators. Customer shall designate up to three (3) of its employees to administer the Services on its behalf and serve as points of contact in communicating with us, as set forth in the applicable Confirmation or as otherwise agreed by the parties in writing (“Administrators”). If a person named as an Administrator leaves Customer’s employ, Customer may designate another one of its employees to serve as Administrator to replace the departing employee.
Maintenance. In accordance with this Agreement, so long as Customer timely pays all amounts owed hereunder, Skydio shall provide Customer, during the applicable License Term of each Optional Software Package purchased herunder, maintenance releases as and when available, without charge, for the Optional Software that were enabled under the purchased Optional Software Package on the Authorized Units. Maintenance consists of providing maintenance releases to Software on a when-and-if-available basis as made generally available by Skydio to its customers. Maintenance releases do not include upgrades or new products, and Skydio’s published characterization of a release as a maintenance release, upgrade or new product shall be dispositive. Customer shall promptly install any maintenance release that Skydio designates as required for the continued safe operation of Hardware.
Limited Warranty. The only warranty that Skydio provides with respect to any Skydio products or Skydio services is the written limited warranty statement provided with the products or services or as otherwise set forth at https://www.skydio.com/pages/warranty-terms (https://www.skydio.com/pages/warranty-terms)( “Limited Warranty”).
DISCLAIMER. ANY USE OF THE HARDWARE AND SOFTWARE, INCLUDING ANY RELIANCE UPON OR USE OF ANY OF THE INFORMATION GENERATED THEREBY, SHALL BE AT CUSTOMER’S AND ITS AUTHORIZED USERS’ SOLE RISK. EXCEPT AS EXPRESSLY SET FORTH IN THE LIMITED WARRANTY, THE PRODUCTS ARE 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. CUSTOMER AND ITS AUTHORIZED USERS HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” CUSTOMER AND ITS AUTHORIZED USERS HEREBY WAIVE ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYDIO ALSO LIMITS THE DURATION OF ANY APPLICABLE IMPLIED WARRANTIES OR CONDITIONS TO THE DURATION SPECIFIED IN THE LIMITED WARRANTY STATEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. THIS DISCLAIMER AND EXCLUSION SHALL APPLY EVEN IF THE EXPRESS WARRANTY SET FORTH ABOVE FAILS OF ITS ESSENTIAL PURPOSES.
LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE HEREIN, IN NO EVENT SHALL SKYDIO OR ANY OF ITS LICENSORS OR INFORMATION PROVIDERS AND OTHER SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES AND AGENTS (COLLECTIVELY, “SKYDIO PARTIES”) BE LIABLE TO CUSTOMER 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, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER ANY OTHER LEGAL THEORY, EVEN IF SUCH SKYDIO PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, THE SKYDIO PARTIES’ AGGREGATE LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY CLAIMING THROUGH CUSTOMER IS LIMITED TO THE GREATER OF $100 OR THE AMOUNTS PAID BY CUSTOMER UNDER THE ORDER FORM IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY. The foregoing limitations apply, even if the remedy fails of its essential purpose.
Export Sales and Export Controls. Customer acknowledges that the Skydio products, services and technology are subject to export controls under the laws and regulations of the Territory and the United States (U.S.). Customer shall comply with such laws and regulations governing use, export, re-export, and transfer of Skydio products, services and technology and shall obtain all required U.S. and local authorizations, permits, or licenses. Skydio and Customer each agree to provide the other such information and assistance as may reasonably be required by the other in connection with securing such authorizations and licenses, and to take timely action to obtain all required supporting documentation.
Force Majeure. Skydio shall be excused from any obligation to the extent performance thereof is affected by acts of God, fire, flood, riots, material shortages, strikes, governmental acts, pandemics, disasters, earthquakes, inability to obtain labor or materials through its regular sources, or any other reason beyond the reasonable control of Skydio.
Governing Law; Consent to Jurisdiction; Venue. This Agreement shall be governed by and construed in accordance with the local laws of the State of California, USA, without reference to its conflicts of laws principles. The parties consent to the exclusive jurisdiction and venue of the courts of proper subject matter jurisdiction located in San Francisco, CA for any legal action between them arising out of or related to this Agreement or any Order Form(s). Service of any process, summons, notice or document by written means pursuant to this Agreement shall be effective service of process for any action, suit or proceeding brought against any party hereunder in any such courts. The United Nations Convention on Contracts for the International Sale of Goods shall have no application to this Agreement.
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. Customer’s address for purposes of notice shall be the address and e-mail address set forth on the Order Form. Skydio’s address for notice shall be as set forth. Either party may change its address of record by giving the other ten (10) days’ notice.
Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other party; provided, however, a party may assign this Agreement in its entirety, together with all rights and obligations hereunder, without consent of the other party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets related to this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement in breach of this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
Modification. Any modification to this Agreement must be in writing and signed by both parties.
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.
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. Without limiting the generality of the foregoing, Customer agrees that Section labeled “Termination” shall remain in effect notwithstanding the unenforceability of any other provision of this Agreement.
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, and communications, whether written or oral. The terms of any purchase order or similar document submitted by Customer to Skydio shall have no effect.
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