Skydio Early Access Program Terms And Conditions

These Skydio Early Access Program Terms and Conditions (“Terms”) apply when Skydio, Inc. or any of its affiliates (“Skydio”) provides you with any preview, demonstration, trial, pilot, or other pre-release and/or pre-purchase products, services, hardware, software, firmware, features, or documentation (collectively, “EAP Materials”) whether referenced in an order form, contract, or agreement that incorporates these Terms (any of the forgoing, an “Order”).

1. Participation in the Early Access Program.

The Early Access Program (“EAP”) lets you evaluate EAP Materials and provide feedback to Skydio. Participation is voluntary and does not create a partnership, agency, or employment relationship. Skydio may provide, change, or discontinue EAP Materials at any time. Skydio may also end or suspend your participation in the EAP at any time. EAP Materials may be delivered by shipment, over-the-air update, download, web portal, mobile app, user interface, configuration profile, or other method.

2. Eligibility and Access.

You confirm you are legally permitted to participate; these Terms are void where prohibited by law. You will keep any EAP access credentials confidential and are solely responsible for all activity under your account. Unless Skydio approves in writing, you will not share, sell, rent, lease, sublicense, or otherwise transfer EAP Materials or EAP access to any third party. You may allow your employees, contractors, or other authorized users to use EAP Materials only for EAP testing under your strict supervision, and you are solely responsible for their compliance, including providing any required notices and obtaining any required consents for data capture.

3. License Grant and Restrictions.

Subject to these Terms, Skydio grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the EAP Materials solely for your internal testing and evaluation purposes in the EAP. You will not copy, modify, create derivative works of, distribute, or disclose the EAP Materials, except as allowed under these Terms or with Skydio’s written permission. You will not decompile, reverse engineer, disassemble, decrypt, or attempt to derive source code of the EAP Materials. You will not remove or obscure any proprietary notices from the EAP Materials. Skydio may remotely update, monitor, suspend, or disable EAP Materials at any time. Skydio retains ownership of all EAP Materials, and except as expressly set forth herein, no other rights are granted or to be implied under any Skydio intellectual property.

4. Product Bailment.

If the EAP Materials consist of products, hardware, or other tangible goods (“Products”), they will be delivered to you Ex Works (EXW) (Incoterms 2020) to the demonstration, trial, pilot or other shipping location(s) set forth in the Order (“Location(s)”) and you acknowledge that the Products may be used or refurbished. Title to the Products shall remain with Skydio at all times. The Products shall be considered bailed property from the time of their delivery until their return. You shall not, without Skydio’s written consent, move the Products from the Location(s). You agree to store, protect, maintain, and operate the Products at your sole cost and expense and shall comply with all Product storage, handling, use and maintenance instructions provided by Skydio. You shall bear all risk of theft, loss, and damage to the Products, regardless of cause, until the Products are returned to Skydio.

5. Services.

If the EAP consists of the performance by Skydio of any services (“Services”), Skydio shall perform (or engage third parties to perform) such services in accordance with Skydio’s customary, commercial practices. You agree to grant Skydio (and its authorized subcontractors) access to the Locations to the extent necessary to install Products and perform the Services. You represent and warrant that you are either the owner of the Location(s) or that you have the authority to grant Skydio such access. You are responsible for all site safety, access rights, and third-party permissions. If You are not the owner of the Locations, you are responsible for obtaining all necessary approvals from the owner.

6. Fees.

You agree to pay all fees, charges, and other amounts set forth in the Order. All amounts charged by Skydio under the Order or these Terms are non-refundable and shall be due 30 days after the date of Skydio’s invoice therefore. All amounts past due shall incur a late payment charge that shall accrue at the rate of 1.5% per month, or the maximum rate permitted by law, whichever is lower, calculated from the date due until such amount is paid.

7. Additional Services.

If Skydio performs any services beyond those specified on the Order (“Additional Services”), such Additional Services shall be billable at Skydio’s then-current time and materials rate in effect for the region in which the Additional Services are performed. The term “Additional Services” shall be deemed to include, but shall not be limited to: (a) Product repair and replacement costs, (b) Services rescheduled by you, and (c) performance of Services at locations or in excess of the number of hours/days originally requested by you. Skydio may determine, in its discretion, whether any work performed constitutes Additional Services.

8. Taxes.

You agree to pay any and all applicable duties, sales, use, VAT, and other taxes levied or assessed as a result of your participation in the EAP, including for the delivery, bailment, or use of the Products and performance of Services.

9. Confidentiality and Publicity.

The EAP Materials and any non-public information about them, including your participation and any evaluation results, are Skydio’s confidential information (“Skydio Confidential Information”). You will protect the Skydio Confidential Information using reasonable care, use it only for EAP testing, and share it only with those who need to know and who are bound by confidentiality obligations at least as protective as these Terms. Confidentiality does not apply to information you can show by written records (a) was already known to you without restriction, (b) becomes public through no fault of yours, (c) is received lawfully from a third party without a duty of confidentiality, or (d) is independently developed without using the Skydio Confidential Information. You may disclose Skydio Confidential Information if required by law or court order, but only to the extent required and, if legally permitted, after giving Skydio prompt written notice to seek a protective order. You will not issue press releases or publish reviews, benchmark results, or screenshots, about the EAP Materials without Skydio’s written consent. Participation in the EAP does not grant Skydio any right to use your name, logos, press releases, or testimonials unless you separately agree in writing.

10. Feedback and Communications with Skydio.

You may provide bugs, surveys, enhancement requests, suggestions, test results, and other feedback (“Feedback”) to Skydio, and Skydio may request Feedback from time to time through emails, calls, questionnaires, forms, or similar tools. By participating in the EAP, you consent to provide Feedback from time to time. You should not include sensitive personal information or third-party confidential information in any Feedback. You grant Skydio a perpetual, worldwide, irrevocable, transferable, sublicensable, royalty-free right to use, modify, and incorporate Feedback into Skydio products and services for any purpose, including but not limited to the creation of derivative works, with no obligation to you. Skydio owns any improvements, updates, or new products it develops, including those based on Feedback.

11. Precautions for the Use of EAP Materials.

EAP Materials may be faulty, unstable, inaccurate, or incomplete. Installing or using them may require changing, disabling, or removing standard hardware, software or settings and may affect other products or services. EAP Materials may contain errors or inaccuracies that could cause failures, corruption or loss of data. You acknowledge that you may be unable to return to an exact prior state and that any data created or changed while using the EAP Materials may be lost or unrecoverable. You should review any release notes and back up relevant data before installing or using EAP Materials. EAP Materials are not intended for, and should not be used for, safety-critical, mission-critical, or business-critical use. You are solely responsible for your own costs related to using any EAP Materials unless an applicable Order says otherwise.

12. Consent to Data Collection and Use of Data.

To improve Skydio’s products and services, EAP Materials may collect and send Skydio diagnostic, technical, and usage data including but not limited to uploaded data, images, video, audio, media, logs, analytics, device identifiers, system information, performance data, and location data (“EAP Data”). Some EAP Materials may capture images, video, audio, or other data (including personal data) and you are solely responsible for complying with all applicable laws and obtaining any required notices and consents. You retain ownership of EAP Data generated through your use of the EAP Materials and grant Skydio a non-exclusive, worldwide, royalty-free, perpetual license to use the EAP Data to: (a) administer, develop, improve and support Skydio’s products, software, and services, (b) enable safety improvements and root cause analysis, and (c) develop and improve Skydio’s various technologies, including any of the EAP Materials. Any EAP Data that Skydio retains under subsection (c) of the previous sentence shall be deidentified, anonymized, and aggregated such that it cannot reasonably be used to identify any specific customer or individual. You can withdraw from the EAP to stop future collection, but EAP Data collected before withdrawal may be retained and used for these purposes as permitted by law. EAP Data will be handled under Skydio’s Privacy Policy, which is incorporated herein by reference. Because Skydio operates globally, EAP Data may be transferred to and processed in the United States and other countries where Skydio or its service providers operate, using these Terms and other mechanisms permitted by law. If the EAP Materials consist of Products, Skydio may need to access, reset, or wipe the Products; you will not store valuable or sensitive data on any EAP Materials and do not expect data stored to be returned.

13. No Support.

Skydio is not obligated to provide maintenance, technical support, or other support for EAP Materials. If Skydio provides EAP support, you agree to follow any provided rules or policies. This does not change any service, repair, or warranty rights you may have for commercially released products outside the EAP. Skydio has no obligation to announce, commercialize, or make available a final or commercial version, and any commercial version may differ in features or functionality.

14. Delays.

You may not cancel, delay, reschedule, or otherwise vary any delivery, use, or return of EAP Materials without Skydio’s written consent. Additional Fees may apply. Skydio’s delivery and performance dates are estimates only. Skydio will use commercially reasonable efforts to deliver in accordance with the delivery or performance dates requested by you, but may change those dates as Skydio deems necessary. Skydio shall not be liable for failure to deliver or perform by such dates. Without limiting the generality of the foregoing, Skydio also shall not be responsible for any delay or non-performance of its obligations hereunder to the extent and for such periods of time as such delay or non-performance, defective performance or late performance is due to causes beyond its control. Excusable delays include, but are not limited to, acts of God, war, acts of any government in either its sovereign or contractual capacity (including delays or failures to grant (a) Federal Aviation Administration waivers under 14 C.F.R. Part 107 or (b) export licenses), fire, explosions, sabotage, the elements, epidemics, quarantine restrictions, strikes, lockout, embargoes, severe weather, delays in transportation, airline schedule, fuel shortages, or delays of suppliers, vendors, or subcontractors.

15. Product-Related Regulations.

You shall be responsible for obtaining, maintaining, and complying with all registrations, licenses, permits, waivers, authorizations, and other approvals required by any government authority (Federal, State, and local) for the operation and use of the Products at the Locations, including, without limitation, any approvals required under applicable aviation or unmanned aircraft system laws and regulations (e.g., Federal Aviation Administration waivers under 14 C.F.R. Part 107). You shall not operate, and shall ensure that no third party operates, the Products in any manner that violates applicable law or exceeds the scope of any required authorization. Skydio makes no representation or warranty that any particular authorization, waiver, or approval will be available or obtainable. Skydio shall have no obligation to obtain any approvals on your behalf. Any assistance, documentation, or support provided by Skydio in connection with regulatory compliance is provided “as-is” and without any warranty of any kind. Any operation or use of Products by you in violation of applicable law shall constitute a material breach of these Terms.

16. Export Laws.

You acknowledge that certain EAP Materials (including specific components) and related technical data, designs, and information may be subject to U.S. export control laws and regulations of the United States of America (“Export Laws”). You covenant that you shall complete, sign, and deliver all documents necessary to facilitate the issuance of any export licenses required for any delivery, export, or re-export of such items. In addition, you covenant that you shall comply with all export-related instructions provided to it by Skydio regarding the receipt, handling, use, and storage of the EAP Materials. You shall not export or reexport any EAP Materials (including, but not limited to, processes, services, data, or reports derived from its use of the EAP Materials) to any country or person to which export or re-export of such items is prohibited by any of the Export Laws, without first obtaining the written permission of both Skydio and the U.S. Government.

17. Indemnification.

To the extent permitted by applicable law, you agree to indemnify and hold harmless, and at Skydio’s request defend, Skydio and its officers, directors, employees, and agents from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to (i) any breach (or claim or threat thereof that, if true, would be a breach) of these Terms by you, regardless of cause, including, without limitation, any breach or alleged breach of any representation or warranty you make hereunder or (ii) any negligent or intentional misconduct, including by any of your officers, directors, employees, contractors, or agents.

18. No Warranties and Limitation of Liability.

SKYDIO IS PROVIDING THE EAP MATERIALS ON AN “AS IS” AND “AS AVAILABLE” BASIS AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW, (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING UNDER OR IN CONNECTION WITH THE EAP AND (B) SKYDIO’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE EAP OR EAP MATERIALS WILL NOT EXCEED THE AMOUNT YOU PAID UNDER THE ORDER, OR $100 IF NO FEES WERE PAID.

19. Term and Termination.

The term of your EAP shall commence and end on the commencement and end dates set forth in the Order or, if no period is specified therein, shall commence on the effective date of the Order and end thirty (30) days thereafter (as applicable, the “EAP Period”). Skydio may end the EAP or terminate your participation at any time, with or without cause. Sections 6, 8, 9, 10, 11, 12, 15, 16, 17, 18, 19, 20, and 21 and any other provisions that by their nature should survive will continue to apply after termination.

20. Return of EAP Materials.

When participation ends, you will (a) promptly stop using the EAP Materials, (b) delete, destroy, or return any software or data related EAP Materials within seven (7) days, and (c) de-install, clean, crate and return all Products (in reasonable conditions (normal wear and tear excepted)) to Skydio’s original shipping location DDP (Incoterms 2020) within seven (7) days.

21. General.

If there is a conflict between an applicable order form and these Terms, these Terms control for the applicable EAP Materials. No waiver is effective unless in writing and signed by Skydio, and no single waiver is a continuing waiver. You may not assign these Terms and any attempted assignment is null and void. You will comply with all applicable export and sanctions laws. Any disputes will be brought in the state or federal courts in Santa Clara County, California and California law shall apply without regard to choice of law principles. If any provision of these Terms is unenforceable, it will be limited to the minimum extent necessary and the rest of these Terms will remain in effect. These Terms, an applicable Order, and referenced policies are the entire agreement between you and Skydio about the EAP.