These Skydio Reseller Terms and Conditions (the "Reseller T&C"), together with the Reseller Agreement (the "Reseller Agreement") executed between Skydio, Inc. ("Skydio") and its reseller ("Reseller") which references these Reseller T&C, are collectively referred to herein as the "Agreement".
WHEREAS, Skydio develops and markets small unmanned aerial systems ("sUASstrong"), inclusive of drones, controllers and accessories, base software and optional add-on software for advanced operations accessible on the drone and controller or delivered via a software as a service (SaaS) model.
WHEREAS, Reseller desires to resell Skydio sUAS, components and associated software to its clients.
NOW THEREFORE>, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, Skydio and Reseller agree as follows:
DEFINITIONS.
"Authorized Products" means the Authorized Products and services that are listed in the Order Form or otherwise sold to Reseller in accordance with an order placed on the Skydio Partner Portal. Authorized Products may include Skydio Hardware, Skydio Software and Skydio Cloud Services.
"Customer" shall mean (a) a customer who has contracted with Reseller to obtain access to and/or receive the Authorized Products; or (b) with respect to NFR Equipment, Reseller. Customer includes Customer's authorized users.
"Customer Data" means all Customer Personal Information that is either submitted by Customers to Reseller or otherwise acquired by Reseller.
"Dead-on-Arrival" Hardware means any Hardware that is received by Reseller in a non- operational state.
"Hardware" means the Skydio drones and other unmanned aircraft, controllers, accessories and related hardware that Reseller may purchase from Skydio pursuant to this Agreement as described in the Skydio Partner Portal, which Skydio may revise from time to time in its discretion.
"Intellectual Property" shall mean all (i) copyrights (including, without limitation, the right to reproduce, distribute copies of, display and perform the copyrighted work and to prepare derivative works), copyright registrations and applications, trademark rights (including, without limitation, registrations and applications), patent rights, trade names, mask-work rights, trade secrets, moral rights, author's rights, privacy rights, publicity rights, algorithms, rights in packaging, goodwill and other proprietary rights, and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction; (ii) intangible legal rights or interests evidenced by or embodied in any idea, design, concept, technique, invention, discovery, enhancement or improvement, regardless of
patentability, but including patents, patent applications, trade secrets, and know-how; and (iii) all derivatives of any of the foregoing.
"Malicious Code" means viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
"Mobile Apps" means Skydio software applications (in executable form only) 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).
"Order Form" shall mean the ordering documents for Resale Transactions to be executed between Reseller and Skydio.
"Personal Information" shall mean any information relating to an identified or identifiable person that can be used to identify, contact or locate and individual.
"Privacy Policy means the Skydio privacy policy located at https://www.skydio.com/pages/legal, as updated from time to time by Skydio in its sole discretion.
"Program Guide" means the specific details of the Skydio Partner Program as provided to Reseller by Skydio prior to the execution of this Agreement and continuously thereafter via the Skydio Partner Portal, as may be updated from time to time upon written notice to Reseller (which may be by email or through a general notice posted on the Skydio Partner Portal). Reseller is responsible for reviewing any updated Program Guide upon receipt of any such notice, and in any case agrees to any updates to the Program Guide, whether or not Reseller reads such updates. By executing this agreement, Reseller acknowledges its receipt of the Program Guide.
"Resale Transaction" means a sale of Authorized Products from Skydio to Reseller in connection with Partner-Sourced Lead or Skydio-Sourced Lead.
"Security Incident" means the unauthorized, unlawful or accidental access to or disclosure, transfer, destruction, loss or alteration of, Personal Information.
"Skydio Care Terms of Service" means the terms of service pertaining to Skydio Care available at https://www.skydio.com/legal, as amended from time to time.
"Skydio Cloud Service" means any hosted online, web-based services provided and maintained by Skydio, ordered by Reseller as specified in an Order Form.
"Skydio Partner Portal" means the Skydio website portal made available to Reseller by Skydio that, upon Reseller registration, will be used by Reseller to manage Resale Transactions under this Agreement. As of the Effective Date, the Skydio Partner Portal is accessible at https://skydio.force.com/partners.
"Skydio Pre-flight Training" is a training course developed by Skydio consisting of product training and demonstration training.
"Skydio Safe Terms of Service" means the terms of service pertaining to Skydio Safe available at https://www.skydio.com/legal, as amended from time to time.
"Skydio Safety and Operating Guide" is the Skydio set of instructions and guidelines for safety and operating the Hardware, as updated by Skydio from time to time, which can be found at https://www.skydio.com/safety or in other documentation given by Skydio to Reseller or to any Customer.
"Skydio Software EULA" means the Skydio software end user license agreement that can be found at https://www.skydio.com/legal as updated from time to time by Skydio in its sole discretion.
"Skydio Terms of Use" are the terms of use applicable to Customers as made available at https://www.skydio.com/legal by Skydio from time to time in its sole discretion.
"Software" means the authorized software products that are listed in the Skydio Partner Portal, as may be updated by Skydio from time to time in its discretion.
"Territory" means the geographical location(s) and industry sector(s) within which Reseller may engage in Resale Transactions as defined by Skydio, as designated in the Reseller Agreement and any subsequent amendments.
SCOPE OF RELATIONSHIP; LICENSE.
Purpose. This Agreement governs Customers' access to and use of the Authorized Products. Except as otherwise provided herein, any other terms or conditions present in a purchase order, confirmation, invoice, web site or otherwise are not applicable. Any Software or other intangible or copyrightable subject matter (including those in the Authorized Products) are licensed and not sold by Skydio, notwithstanding the references herein or anywhere else to "sale," "sold," "purchase" or the like. Skydio Mobile Apps may be available to be downloaded by Customers from app stores and the use by Customer of such Mobile Apps is governed by the Skydio Software EULA and not by this Agreement. Skydio reserves the right to change, modify or discontinue the Authorized Products at any time.
Appointment and License. Subject to the terms and conditions of this Agreement, and during the Term, Skydio hereby appoints Reseller, and Reseller hereby accepts appointment, as an independent, non-exclusive reseller of Skydio Authorized Products, in the Territory, to Customers who will use such Authorized Products for their own use and not for distribution, license or resale. Subject to the terms and conditions of this Agreement, Skydio hereby grants Reseller a non-transferable, non-sublicensable, non- exclusive, revocable and limited license during the Term, as follows: (a) to offer, market, promote, sell and distribute the Authorized Products to Customers in the Territory; (b) to use the Software and Skydio Cloud Services for demonstration and marketing to potential Customers in the Territory to provide maintenance or support services to Customers in the Territory; (c) to display, distribute and make copies of any technical documentation provided by Skydio; and (d) to the extent that Reseller personnel become Skydio Certified Master Instructors, to deliver in-person Skydio training to Customers in the Territory as provided in the Skydio Partner Portal ("Reseller Training").
License Restrictions. Reseller shall not (and shall ensure that Customers do not): (a) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute or otherwise commercially exploit or make the Authorized Products available to any third party except
as contemplated by this Agreement; (b) provide the Skydio Cloud Services or make its functionality available to third parties on a services provider, service bureau, hosting or time-sharing basis; (c) disassemble, decompile or reverse engineer any part of the Authorized Products; (d) modify the Authorized Products; (e) upload to or store within the Skydio Cloud Service infringing, obscene, threatening, defamatory, fraudulent, abusive, or otherwise unlawful or tortious material, including material that is harmful to children or violates third party privacy rights; (f) upload to or store within the Skydio Cloud Service or Skydio Partner Portal any Malicious Code; (g) interfere with or disrupt the integrity or performance of the Skydio Cloud Service or the data contained therein; (h) attempt to gain unauthorized access to the Skydio Cloud Service or its related systems or networks;
(i) frame or mirror any content forming part of the Skydio Cloud Service; or (j) permit or encourage any third party to do any of the foregoing.
Reseller Obligations. Reseller agrees to: (a) conduct business in a manner that reflects favorably at all times on the Authorized Products and the goodwill and reputation on Skydio; and (b) abide by Skydio's Privacy Policy and Skydio Terms of Use.
Branding. The Authorized Products will be branded as a Skydio product. Accordingly, Reseller agrees that it shall not alter the branding for the Authorized Products and shall not alter or obscure any of the graphics, labels, trademarks or any other notices related to the Authorized Products. Reseller shall first obtain Skydio's prior written approval before releasing, publishing or distributing any marketing, publicity or promotional materials, whether electronic or tangible, in connection with the Authorized Products. For any authorized use of the Skydio's trademarks or service marks (each a "Skydio Mark"), Reseller shall adhere to Skydio's trademark and branding guidelines, as may be periodically updated by Skydio. Reseller agrees that it shall not register or apply for registration of any trademark, service mark, business name, company name or trade name, domain name or social media account name or handle that is comprised of or incorporates, in whole or in part, any Skydio Mark, or is otherwise confusingly similar to a Skydio Mark.
Trademark License. Subject to the terms and conditions in this Agreement, Skydio hereby grants Reseller a non-transferable, non-sublicensable, non-exclusive, royalty- free, revocable right during the Term to use the Skydio Marks for the sole purpose of promoting the Authorized Products in furtherance of this Agreement. All uses of Skydio Marks are subject to Skydio's prior written approval, which may be via email. You may not register or use any domain name or business name containing or confusingly similar to any name or mark of Skydio's. Reseller may not use any Skydio Marks in search engine advertising without Skydio's prior written permission. Except as set forth herein, neither party may use the trademarks and trade names of the other party without the prior written consent of the other party.
Order and Forecast Review Process. Reseller will register all Resale Transactions for Skydio's approval via the Skydio Partner Portal (or via email to partners@skydio.com if the Skydio Partner Portal is unavailable) and execute an Order Form provided by Skydio for each such transaction. Any such email notification shall identify the Customer, the Authorized Products, and the relevant terms of the applicable Resale Transaction(s). Reseller agrees to provide a monthly forecast in writing detailing opportunities in Reseller's pipeline, pipeline status, approximate dollar value of the potential transaction and expected time to close on such transaction. Adding any Authorized Products to a new or existing contract Reseller is pursuing or may have with a purchasing cooperative or other entity, including federal, state or local government agencies, requires Skydio's prior written approval.
Customer Agreement.As a condition of Reseller's right to engage in Resale Transactions, Reseller shall require each Customer to enter into a written contract with Reseller ("Customer Agreements") incorporating the Skydio Terms of Use, Skydio Software EULA, Skydio Care Terms of Service, and Skydio Safe Terms of Service (collectively, the "Skydio Terms"). Reseller represents and covenants that its Customer Agreement will not contravene, add terms or supersede the Skydio Terms, and in the event that such Customer Agreement does contain contravening or additional terms or the Customer Agreement supersedes any of the Skydio Terms, it is Reseller's responsibility to fulfill any such additional obligations to Customer. Reseller acknowledges and agrees that Customer's use of the Products and Services is subject to the Skydio Terms, and Reseller shall be responsible for Reseller's and its Customer's activities and compliance under such Customer Agreement. This Agreement supersedes any different, conflicting or additional terms in Customer Agreement or on Customer's orders with Reseller regarding any Authorized Products. Skydio may provide a template Customer Agreement for Reseller's use at Skydio's discretion. Reseller shall promptly notify Skydio if it believes that any Customer is in breach of such Customer Agreement and shall immediately terminate such Customer Agreement. Skydio reserves the right, in its sole discretion, to suspend or terminate the provision of the Skydio Terms to a Customer in response to such Customer's violation or suspected violation of the Skydio Terms and Skydio will have no liability to Reseller as a result of any such suspension or termination.
Maintenance and Support Obligations. Skydio will provide to Reseller the support services as specified in Exhibit B and the Reseller Agreement.
Communications to Customers. In consideration of the rights and licenses extended to Reseller herein, during the Term, Reseller as an industry recognized agnostic dealer which showcases products in such a manner to highlight the use cases those products excel at performing in order to provide the best matched solution for each use case, shall use commercially reasonable efforts to promote Skydio products or services as the preferred solution for the use cases they are best matched to for customer needs. Reseller shall not disparage Skydio in any website, channel, group, or forum, including any social media platform.
Not-for-Resale Equipment. Reseller may purchase a limited number of Demonstration Hardware and other not-for-resale hardware units related to the Authorized Products for purposes of internal use, demonstration, training, or marketing activities ("Demonstration Hardware") or to loan to Customers in order to provide support ("Service Stock"). Reseller shall purchase Demonstration Hardware and Service Stock (collectively, "NFR Equipment") by submitting an NFR Equipment request to Skydio in the Skydio Partner Portal and executing an appropriate order form provided by Skydio. Reseller must purchase all NFR Equipment and may not use non-owned units as Demonstration Hardware or Service Stock. Reseller shall receive the discounts depicted in Reseller Agreement with respect to Demonstration Hardware and Service Stock, respectively. Reseller agrees that it shall purchase a sufficient number of Service Stock units to maintain a continuous fleet of not less than one vehicle at all times based on expected Customer support demands. Reseller shall loan such Service Stock units to Customers while Customers' Hardware or Software is being serviced by Skydio. Without Skydio's prior written approval, NFR Equipment may not be resold, exchanged, or otherwise transferred to any third party for any other purpose. Notwithstanding anything to the contrary herein, the maximum number of NFR Equipment units that may be procured by Reseller shall be determined by Skydio at its sole discretion.
Training Requirements. Every Reseller must participate in a Skydio product training course before engaging in their first Resale Transaction and annually thereafter. In addition, before demonstrating Skydio Products and Services to Customers, Reseller personnel must (i) participate in Skydio Pre-flight Training, (ii) attend annual Skydio sales training, and (iii) successfully complete all Skydio Academy online training. Reseller personnel responsible for providing Tier 1 level customer support must also complete Skydio's support training course. All initial training must be completed within thirty (30) days of the Effective Date.
PROPRIETARY RIGHTS
Reservation of Rights. Subject to the limited rights expressly granted hereunder, Skydio reserves all rights, title and interest in and to the Authorized Products, any derivative works thereof, including all related Intellectual Property rights. No rights are granted to Reseller hereunder other than as expressly set forth herein. Nothing in this Agreement shall be construed as limiting in any manner Skydio's marketing or sales activities, directly or indirectly, with respect to the Authorized Products, similar products or services, or its appointment of other dealers, distributors, resellers, licensees or agents. Except as otherwise expressly granted herein, nothing in this Agreement shall be deemed to grant, directly or by implication, estoppel or otherwise, any right or licenses with respect to any technology or other Intellectual Property Rights, and each party retains all right, title and interest in and to their respective technologies and other Intellectual Property Rights.
Improvements. Skydio shall own all rights, title and interest, including all Intellectual Property rights, in and to any improvements to the Authorized Products or any new programs, upgrades, modifications or enhancements developed by Skydio in connection with Authorized Products, even when refinements and improvements result from a Customer's request.
Feedback. If Reseller provides any ideas, suggestions or recommendations to Skydio regarding Skydio's products, services, technology or Confidential Information ("Feedback"), Skydio may use it for any purpose, without any payment of royalties or other consideration. Reseller hereby assigns to Skydio exclusively and perpetually, all rights, titles, and interests, including all intellectual property rights, Reseller may have in the Feedback.
DATA PRIVACY. Reseller shall (a) collect, process, transfer and store any Personal Information acquired from Skydio or Customer Data ("Acquired Data") in accordance with applicable privacy and data protection laws; (b) take appropriate administrative, organizational and technical measures to protect the Acquired Data from unauthorized access and use, based on the nature and sensitivity of the Personal Information; (c) not retain, use, or disclose the Acquired Data for any purpose except performing the services specified in this Agreement; (d) not use Acquired Data for any commercial purpose outside of the business relationship between Skydio, Reseller, and Customer; (e) notify Skydio of any Security Incident involving any Acquired Data or Skydio Confidential Information, as required by applicable law, and in no event later than 48 hours of Reseller's determination of such Security Incident; (f) provide Skydio with the following information regarding a Security Incident: (i) the nature of the Security Incident, (ii) the Customer who is affected by the Security Incident, (iii) the person(s) who accessed, used and disclosed and/or received Acquired Data (if known), (iv) what Reseller has done or will do to mitigate any deleterious effect of the Security Incident, and (v) what corrective action Reseller has taken or will take to prevent any future Security Breach. Reseller understands and shall comply with these restrictions.
FINANCIAL TERMS
Price List. Prices for the Authorized Products shall be those specified on the Partner Portal or as otherwise approved by Skydio in writing. Reseller will pay Skydio the then- current list price for the applicable Authorized Product (and applicable volume commitments or Capacity, as such term is defined on the Partner Portal), for each Authorized Product sold to a Customer, minus a discount as provided in Exhibit A. The discount for each Resale Transaction shall be reflected on the applicable Order Form.
Reseller Prices. Reseller is free to determine the prices charged to its Customers for the Authorized Products unilaterally. Reseller shall not publicly advertise any price for any Authorized Product that is lower than the list price indicated on the Price List.
Fees; Payment Terms. Reseller shall pay invoices in accordance with the terms and conditions set forth on the applicable Order Form. All amounts payable by Reseller under this Agreement are net amounts and are payable in full, without deductions for taxes or duties of any kind, within thirty (30) days of Reseller's receipt of the invoice, unless otherwise expressly set forth in an Order Form. Failure to so pay shall constitute a material breach of this Agreement. In addition to Skydio's rights under this Agreement, Skydio may suspend services to the Customer and suspend fulfillment of future Resale Transactions, as applicable, until all amounts due under this Agreement have been paid in full.
Expenses. Reseller shall reimburse Skydio for all pre-approved in writing (which may be via email) reasonable and documented travel expenses resulting from any Reseller- requested offsite visits by Skydio employees and/or consultants (including mileage, airfare, hotel and food). All such expenses shall be itemized and invoiced to Reseller. Except as may be otherwise specified herein, each party will bear its own costs of performing under this Agreement.
Taxes. Each party shall be liable for all taxes, duties, levies or tariffs or charges of any kind imposed by any federal, state or local governmental entity with respect to the net income recognized by such party in connection with this Agreement. Reseller is solely responsible for payment of any taxes (including sales or use taxes, transfer taxes, excise taxes, intangible taxes, property taxes, and similar taxes and duties) associated with this Agreement or Reseller's receipt, use and distribution of the Authorized Products. All pricing (hardware, software services, and professional and training services) listed in the Skydio Partner Portal or any applicable Order Form is net of any local, state, and withholding taxes or duties of any kind. Payments made by the Reseller to Skydio hereunder shall be made free and clear of and without deduction for or on account of taxes unless Reseller is required to make such a payment subject to the deduction or withholding taxes, in which case the sum payable by such Reseller (in respect of which such deduction or withholding is required to be made) shall be increased to the extent necessary to ensure that Skydio receives a sum net of any withholding or deduction equal to the sum which it would have received had no such deduction or withholding been made or required to be made.
Interest. For all undisputed amounts not paid when due, Skydio may charge interest at the lower of 1.5% interest rate per month or the highest rate permissible by law until the unpaid amounts are paid in full.
Shipping, Title and Risk of Loss. Title to the Authorized Products, except title to Software, which remains with the applicable licensor, and risk of loss or damages passes from Skydio to Reseller upon the shipping of the Authorized Products from the Skydio's warehouse. Shipping terms are EXW Skydio warehouse (Fremont, California) or other Skydio designated shipment point with respect to international shipments and FOB Origin with respect to domestic shipments (INCOTERMS 2020). Shipping dates may change due to unpredictable market trends or other causes beyond Skydio's reasonable control. Reseller shall be responsible for all shipping charges, which shall be set forth in the applicable Order Form. In the event an Order Form omits shipping charges, Skydio's invoice to Reseller will include the shipping charges then listed within the Partner Portal.
Security Interest. Skydio retains a first priority security interest and lien on any and all of Reseller's or Customer's right, title and interest in the Authorized Products, and replacement and proceeds of the Authorized Products, until the invoice for the applicable Authorized Products is paid in full, including any late payment fees and cost of collection.
Currency. All transactions conducted under this Agreement shall be conducted in United States Dollars and not in any other currency.
CONFIDENTIALITY
Definition of Confidential Information. As used herein, Confidential Information" means all confidential and/or proprietary information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that (a) if disclosed orally is designated as confidential at the time of disclosure, (b) if disclosed in writing is marked as "Confidential" and/or "Proprietary" or (c) reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information includes, without limitation, the terms and conditions of this Agreement (including pricing and other terms reflected in all Order Forms hereunder), the Customer Data, business and marketing plans, technology and technical information, product designs, and business processes. Confidential Information (except for Customer Data) shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) was independently developed by the Receiving Party without breach of any obligation owed to the Disclosing Party or (iv) is received from a third party without breach of any obligation owed to the Disclosing Party. Disclosing Party retains all rights, title and interest in and to any Confidential Information of Disclosing Party.
Confidentiality. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, except with the Disclosing Party's prior written permission. Notwithstanding the foregoing, the Receiving Party may disclose Confidential Information to those of its employees and contractors who need to know the Confidential Information for purposes of performing under this Agreement and certifies that such employees and contractors have agreed, either as a condition of employment or in order to obtain the Confidential Information, to be bound by terms and conditions substantially similar to those in this Agreement. The Receiving Party shall be responsible and liable for such employees' and contractors' compliance with the confidentiality obligations in this Section 6. The Receiving Party shall use the same degree of care to protect the Confidential Information as it uses to protect its own information of a confidential and proprietary nature, but in no event shall it use less than a reasonable degree of care. Receiving Party shall protect the privacy and security of Confidential Information of the Disclosing Party in compliance with all applicable laws and regulations and consistent with industry standards.
Compelled Disclosure.If the Receiving Party is compelled by a court of competent jurisdiction to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with reasonable prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure or file a protective order.
Remedies.If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief in any court of competent jurisdiction to enjoin such acts, it being specifically acknowledged by the parties that any other available remedies are inadequate.
Survival. Notwithstanding the expiration or termination of this Agreement for any reason, the obligations of confidentiality and non-use set forth in this Section shall extend for a period of the later of five (5) years after such expiration or termination, except that such duties and obligations with respect to Confidential Information that constitutes a trade secret of the Disclosing Party shall continue so long as such Confidential Information remains a trade secret under applicable law.
REPRESENTATIONS AND WARRANTIES
Reseller Warranties.Reseller represents and warrants that: (a) Reseller will not use, and will not permit others to use, the Authorized Products in a manner that violates any international, federal, state, or local law or regulation; (b) it is a validly existing business entity and duly licensed; (c) it is qualified to carry on its business and operations and perform its obligations hereunder; (d) no prior agreements prohibit it from entering into or performing this Agreement; (e) it has all rights, licenses, permits, qualifications and consents necessary to perform its obligations; (f) it will perform its obligations under this Agreement in a professional and workmanlike manner in accordance with generally accepted industry standards; (g) it shall comply with all applicable terms applicable to its use of the Authorized Products under this Agreement; (i) it shall not make any misrepresentations or disparaging comments with regard to Skydio or the Authorized Products; (j) it shall not make any representations, warranties or guarantees to a Customer beyond the scope of or inconsistent with this Agreement, the applicable Customer Agreement and/or otherwise expressly authorized in writing by Skydio; and (k) Reseller will require Customers to enter into a Customer Agreement.
Skydio Warranties. EXCEPT AS OTHERWISE STATED IN THE RESELLER AGREEMENT, SKYDIO MAKES NO WARRANTIES EXCEPT THOSE WARRANTY TERMS THAT ARE DIRECTLY APPLICABLE TO CUSTOMERS UNDER THE SKYDIO
TERMS OF USE. No warranty on the Authorized Products is extended to the Reseller pursuant to his Agreement. Reseller shall not make any warranty on Skydio's behalf. Reseller is solely responsible for, and Reseller shall indemnify and hold Skydio harmless from any claims related to, any warranty Resellers may grant that is beyond the Warranty Terms.
Disclaimer. EXCEPT AS OTHERWISE SPECIFICALLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, AND GUARANTEES WITH RESPECT TO THE AUTHORIZED PRODUCTS AND/OR THEIR PERFORMANCE UNDER THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, STATUTORY, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, NONINFRINGEMENT, CONDITION OF TITLE OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SKYDIO MAKES NO WARRANTY OF ANY KIND THAT THE AUTHORIZED PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT, INCLUDING, WITHOUT LIMITATION, STATEMENTS REGARDING CAPACITY, SUITABILITY FOR USE OR PERFORMANCE OF THE SERVICES, NOT CONTAINED IN THIS AGREEMENT SHALL BE DEEMED TO BE A WARRANTY BY A PARTY.
INDEMNIFICATION
By Skydio. Skydio shall defend and indemnify Reseller, and its affiliates, officers, directors, agents and employees from and against any claims, losses, damages penalties, liability, costs, including reasonable attorneys' fees, arising out or resulting from any third party claims, demands, suits or proceedings ("Claims") alleging that the Authorized Products provided or delivered pursuant to this Agreement infringes a patent of a third party; provided, however, that Skydio shall have no such indemnification obligation to the extent such Claim arises from or relates to: (a) the combination, operation or use of the Authorized Products with other software, hardware, processes, product or materials not provided by Skydio and the infringement would not have occurred but for the combination; (b) modifications to the Authorized Product by Reseller or the applicable Customer or any third party not made or authorized by Skydio; (c) use of the Authorized Product by Reseller or the applicable Customer outside the scope of this Agreement; (d) any third party product or any open source software; or (e) Skydio's compliance with any written specifications or directions requested by Reseller. If a claim is likely to result in an adverse ruling, in Skydio's reasonable opinion, Skydio shall, at its option and expense: (f) obtain a right for Customer to continue using the alleged infringing Authorized Product; (g) modify such Skydio Authorized Product to make them non-infringing; (h) replace such Skydio Authorized Product with a substantially comparable, non-infringing alternative; or (i) terminate any allegedly infringing Skydio Cloud Service and refund any pre-paid fees on a pro rata basis for the period of time that such Skydio Cloud Service has not been performed, or provide a reasonable depreciated or pro rata refund for the allegedly infringing Skydio Hardware, upon Customer's return of the Hardware. This Section states Reseller's exclusive remedies, and Skydio's sole liability, for any third party Intellectual Property claim or action.
By Reseller. Reseller shall defend and indemnify Skydio, and its affiliates, officers, directors, agents and employees from and against any claims, fines, demands, losses, damages, penalties, liability, or costs (including reasonable attorneys' fees) of any kind or nature arising out or resulting from any third-party Claims (including any Claims by Customers) relating to or arising from (a) Reseller's breach or alleged breach of this Agreement, or fraud, misrepresentation, gross negligence or willful misconduct; (b) Reseller's or a Customer's use, misuse or modification of the Authorized Products in violation of this Agreement or any third party rights, including any Intellectual Property rights or privacy rights or any applicable laws, (c) terms between Reseller and Customer that conflict with or materially differ from the Skydio Terms; (d) Reseller's combination, operation or use of any Authorized Products with any third party products, where such combination, operation or use infringes or misappropriates any Intellectual Property right or trade secret of a third party; (e) any dispute or conflict between Reseller and any Customer, including, but not limited to, those arising from a Customer Agreement; or (f) any actual or purported violation of regulatory or certification requirements.
Procedure. As an express condition to the indemnifying party's obligations under this Section 8, the party seeking indemnification and defense must: (a) promptly notify the indemnifying party in writing of the applicable Claim for which indemnification is sought (failure to provide notice promptly shall only relieve indemnifying party of its obligations hereunder only to the extent indemnifying party is prejudiced by such failure); and (b) provide the indemnifying party with all non-monetary assistance, information and authority reasonably required for the defense and settlement of such Claim, at indemnifying party's expense. The indemnifying party may select counsel for defense of the Claim and direct the course of any litigation or other disputed proceedings concerning the Claim. The indemnified party may select its own counsel and direct its own defense of a Claim if it chooses to do so, but it must bear the costs of its own counsel and any activities in any disputed proceeding conducted by counsel of its choosing. The indemnifying party may settle any Claim, to the extent it seeks a money payment, with or without the consent of the indemnified party, provided that indemnifying party may not settle or defend any Claim unless it unconditionally releases the indemnified party of all liability. The indemnifying party must obtain the indemnified party's consent to any settlement to the extent it consents to injunctive relief or contains contract terms governing future activities that would materially affect the indemnified party's business or interests.
LIMITATION OF LIABILITIES; DISCLAIMERS
TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW AND EXCEPT AS OTHERWISE PROVIDED HEREIN, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE, PROFITS OR BUSINESS, COSTS OF DELAY, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT PRODUCT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
IN NO EVENT SHALL SKYDIO'S LIABILITY TO RESELLER UNDER THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE DOLLAR AMOUNT PAID BY RESELLER TO SKYDIO UNDER THIS AGREEMENT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE CLAIM.
THE EXCLUSIONS AND LIMITATIONS OF SECTIONS 9.1 AND 9.2 ABOVE DO NOT APPLY TO: (i) ACTS OF GROSS NEGLIGENCE OR WILLFUL MISCONDUCT; (ii) THE OBLIGATIONS SET FORTH IN SECTION 8 (INDEMNIFICATION); OR (iii) ANY BREACH OF SECTION 6 (CONFIDENTIALITY).
TERM AND TERMINATION
Term. This Agreement and the licenses granted herein shall be effective from the Effective Date. The initial term of this Agreement shall begin on the Effective Date and continue until March 1 immediately following the Effective Date (the "Initial Term"), unless and until earlier terminated as provided herein. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-year renewal terms (each a "Renewal Term") unless either party provides the other with written notice of its intent not to renew this Agreement at least thirty (30) days prior to the expiration of the then-current term (collectively, the Initial Term and any Renewal Terms shall be referred to herein as the "Term").
Termination for Cause by Either Party. This Agreement may be terminated by a party for cause: (a) upon written notice if the other party materially breaches any material term or condition of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing the breach; or (b) immediately upon written notice if (i) the other party becomes insolvent or unable to pay its debts as they mature in the ordinary course of business or makes an assignment for the benefit of its creditors, or (ii) proceedings (whether voluntary or involuntary) are commenced against the other party under any bankruptcy, insolvency or debtor's relief law and such proceedings are not vacated or set aside within sixty (60) days from the date of commencement thereof. Notwithstanding the foregoing, a material breach by Reseller of Section 2 is grounds for immediate termination. In addition, Skydio may terminate the Agreement at any time in the event that Reseller breaches any payment-related provision and fails to cure such breach within ten (10) days following notice thereof from Skydio.
Termination for Convenience. Either party may terminate this Agreement for convenience upon a 30 days' advance written notice to the other party.
Termination for Reseller's Change of Control. Skydio may terminate the Agreement upon notice to Reseller, if Reseller sells all or substantially all of its assets or undergoes a change of control.
Effects of Expiration or Termination. Following the expiration or termination of this Agreement for any reason: (a) the licenses granted in Section 2 above shall simultaneously and automatically terminate, and Reseller will cease all use and resale of the Authorized Product, (b) Reseller will immediately stop using all Skydio Marks and discontinue all representations that it is a reseller of Authorized Products, and (c) Reseller shall promptly pay to Skydio any undisputed amounts owed under this Agreement, including, without limitation, any unpaid Fees. Upon written request at the expiration or termination of this Agreement, all Confidential Information (and all copies thereof) of the Disclosing Party in the possession of the Receiving Party will be returned or destroyed by the Receiving Party, with written certification thereof. Additionally, Reseller will return, or with Skydio's consent, destroy all copies of any documentation and any other Skydio materials delivered or furnished by Skydio hereunder.
MISCELLANEOUS
Relationship of the Parties. The parties to this Agreement are independent contractors. This Agreement will not be construed to create a joint venture or partnership between the parties. Neither party will be deemed to be an employee, agent or legal representative of the other for any purpose and neither shall have any right, power or authority to create any obligation or responsibility on behalf of the other except as may be specifically set forth herein.
Publicity>. All media releases, public announcements or public disclosures (including, but not limited to, promotional or marketing material) by either party or its employees or agents relating to this Agreement or its subject matter, or including the name, trade names, trademarks, or symbols of the other party, are prohibited without the prior written consent of both parties.
Government Contracts. The Skydio Authorized Products are provided with restricted rights. If Customer is an agency or unit of the U.S. Government ("Government Customer";), the Services are provided for ultimate Government Customer use solely in accordance with the following provisions of the Federal Acquisition Regulation ("FAR") and supplements thereto, including the Department of Defense ("DoD") FAR Supplement ("DFARS"): Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR §12.211 (Technical Data) and FAR §12.212 (Computer Software) and, for DoD transactions, DFARS § 252.227-7015 (Technical Data — Commercial Items) and DFARS § 252.227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If Government Customer has a need for rights not conveyed under these terms, it must negotiate with Skydio to determine if there are acceptable terms for transferring such rights, and a mutually acceptable written addendum specifically conveying such rights must be included in any applicable contract or agreement. Reseller shall notify Skydio via email at least thirty (30) days prior to entering in to a Customer Agreement for the Authorized Products with any US Federal Government entity.
Insurance. Reseller will obtain and maintain comprehensive general liability, including products liability, insurance in an amount appropriate for Reseller's business, but in no event less than US$1,000,000, with an insurance company having a Best rating of A or better. Reseller will name Skydio as an additional insured on all commercial general liability insurance policies procured in accordance with this section. Upon request, Reseller will provide to Skydio a certificate of the insurance.
Assignment. This Agreement may not be transferred or assigned by Reseller, whether by operation of law, merger, or otherwise, without the prior written consent of Skydio. Any attempts by either party to otherwise assign any of its rights hereunder without the prior written consent of the other party shall be null and void. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
Force Majeure. Except for the obligation to pay money, neither party shall be deemed in default hereunder, nor shall it hold the other party responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, pandemic or other natural disaster, act of God, civil disturbance, act of terrorism, war or armed conflict or other force majeure event.
Entire Agreement. This Agreement constitutes the entire understanding of the parties with respect to the subject matter herein. This Agreement supersedes all previous communications between the parties, whether written or oral, with respect to the subject matter herein.
Waiver and Modifications; Amendments. All waivers must be in writing. Any waiver or failure to enforce a provision of this Agreement on one occasion will not be deemed a waiver of any other provision or such provision on any other occasion. This Agreement may only be amended by mutual written consent of the parties to this Agreement by an authorized representative of each party.
Partial Invalidity. If any provision of this Agreement for any reason shall be declared void, illegal, invalid, or unenforceable in whole or in part, such provision will be severable from all other provisions herein and will not affect or impair the validity or enforceability of any other provisions of this Agreement; provided, however, that a court having jurisdiction may revise such provision to the extent necessary to make such provision valid and enforceable.
Survival. Section 1 (Definitions), Section 3 (Proprietary Rights), Section 6 (Confidentiality), Section 7 (Representations and Warranties) (only with respect to performance during the term of the Agreement), Section 8 (Indemnification), Section 9 (Limitation of Liabilities; Disclaimers), Section 10 (Term and Termination), Section 11 (Miscellaneous), shall survive any expiration or termination of this Agreement for any reason.
Counterparts. This Agreement may be signed in one or more counterparts, each of which shall be considered an original, but all of which together form one and the same instrument.
Notices. Any legal notices required hereunder shall be given in writing at the address first set forth above, and if to Skydio, sent "Attention: Legal" and if to Reseller, sent "Attention: CEO", and shall be deemed to have been delivered and given for all purposes (a) on the delivery date, if delivered personally to the party to whom the same is directed; and (b) one business day after deposit with a commercial overnight carrier, with written verification of receipt.
Attorneys' Fees. In the event either party hereto shall resort to legal action for the redress of a breach of this Agreement, the prevailing party shall be entitled to an award of all costs and reasonable attorneys' fees.
General Interpretative Provisions. Terms for which meanings are defined in this Agreement will apply equally to the singular and plural forms of the terms defined. The term "including," whenever used in any provision of this Agreement, means including but without limiting the generality of any description preceding or succeeding such term. Whenever reference is made in this Agreement to "days," the reference means calendar days, not business days, unless otherwise specified. Each reference to a party shall include a reference to such party's permitted successors and assigns. The headings of this Agreement are for reference only and will not affect the meaning or interpretation of this Agreement. In each case in which a party's approval or consent is expressly required under this Agreement, such party will not unreasonably withhold, condition or delay such approval or consent unless the context clearly states otherwise.
FCPA. Both parties are committed to compliance with the laws of the United States, including the U.S. Foreign Corrupt Practices Act ("FCPA"). Accordingly, Each party hereby represents and warrants to the other in connection with its activities hereunder that it has not taken and will not take any actions in furtherance of an offer, payment, promise to pay, or authorization of the payment or giving of money, or anything else of value, to any government official (including any officer or employee of a government or government-controlled entity or instrumentality or of a public international organization, or any person acting in an official capacity for or on behalf of any of the foregoing, or any political party or official thereof, or candidate for political office, all of the foregoing being referred to as "Government Officials") or to any other person while knowing or having reason to know that all or some portion of the money or value will be offered, given or promised to a Government Official for the purpose of influencing official action or securing an improper advantage. Notwithstanding any other provision of this Agreement, neither Reseller nor Skydio shall be obligated to take any action or omit to take any action under this Agreement or in connection with its activities hereunder that it believes, in good faith, would cause it to be in violation of the anti- corruption laws of any applicable jurisdiction.
Export Control". Reseller shall comply with all applicable laws and regulations in connection with its use of the Software, as well as related technical information and data. Reseller acknowledges that the Software may contain encryption or encryption technology and may be subject to certain controls and restrictions under U.S. and non- U.S. export, re-export and other laws, regulations and restrictions (collectively, the "Export Regulations"), including, without limitation, the U.S. Export Administration Act of 1979, as amended from time to time, and regulations promulgated thereunder, U.S. trade sanction programs, and other regulations promulgated by the Office of Foreign Assets Control, the Department of Commerce or other departments of the U.S. government. Reseller agrees that it is solely responsible for obtaining and will obtain any necessary approvals or licenses from the applicable U.S. and foreign regulatory authorities. Without limiting the generality of the foregoing, Reseller represents and warrants to Skydio that it will not, directly or indirectly, export or re-export, supply or otherwise make available the Software or any related technical information or data to any person in violation of any Export Regulation, including, without limitation, re- exporting, supplying or otherwise making available the Software to any person on the U.S. Department of Commerce's Denied Persons List or affiliated lists, on the U.S. Department of Treasury's Specially Designated Nationals List, in a country on the State Sponsors of Terrorism list or on any U.S. export exclusion lists (collectively, the "Export Denial Lists"). Reseller represents and warrants that Reseller will not and does not export, re-export, ship or otherwise transfer, directly or indirectly, any Authorized Products or related technical information or data to (a) any country subject to an embargo or other sanction by the United States or other applicable jurisdiction, (b) to any person that may use the Authorized Products for any purpose prohibited by the Export Regulations, including but not limited to nuclear, chemical, missile or biological weapons, and (c) to any person that is on any of the relevant Export Denial Lists.
EXHIBIT A: RESALE TRANSACTION AND REFERRAL SCHEDULE
DEFINITIONS
"Partner-Sourced Lead" means a new customer lead referred to Skydio by Reseller and confirmed as a new or acceptable lead via the Skydio Partner Portal.
"Skydio-Sourced Lead" means a new customer lead referred to Reseller by Skydio and confirmed as a new or acceptable lead via the Skydio Partner Portal.
RESALE TRANSACTION MINIMUMS AND DISCOUNTS
Minimum Purchase and Discounts. Reseller commits to purchase no less than the minimum total value of Authorized Products specified in the Reseller Agreement (which shall be prorated for the Initial Term). Skydio shall provide the discounts as outlined in the Reseller Agreement with respect to any Resale Transaction to a Partner-Sourced or Skydio-Sourced Lead, respectively. Skydio reserves the right to adjust these discounts upon thirty (30) days' notice.
Verification. Reseller shall promptly provide any documentation reasonably requested by Skydio in order to verify Reseller's compliance or noncompliance with the resale minimums in this Section.
DEAL REGISTRATION
Partner Registration. Reseller shall register prospective Partner-Source Leads in the Skydio Partner Portal. As outlined in Section 2.7 above, adding Authorized Products to a new or existing contract Reseller is pursuing or may have with a purchasing cooperative or other entity, including federal, state or local government agencies, requires Skydio's prior written approval.
Skydio Approval. Skydio shall have ten (10) business days to notify Reseller that a lead is known to Skydio or of the acceptance of a lead as Partner- Sourced. Deal registration shall remain valid for a duration of 6 months from the date of acceptance. Deal registration does not signify exclusivity. Leads that are known to Skydio may be designated as Skydio-Sourced or rejected in Skydio's sole discretion. In the event of rejection of a lead, Skydio shall bear no obligation to fulfill any order pertaining to the rejected lead from Reseller. In the event that Skydio has not responded to a lead within thirty (30) days of registration, the lead shall be considered rejected.
EXHIBIT B: SUPPORT SERVICES
Technical Support and Problem Resolution
Technical Support
As specified in the Reseller Agreement
Support Process and Expectations
Reseller will provide frontline, or "Tier 1" levels of support for all products sold (see definitions below). Tier 1 contacts may be escalated to Skydio ("Tier 2", see below) on an as-needed basis if all Tier 1 resources have been exhausted. Additionally, Skydio may require direct contact with a POC or Tier 1 support rep to establish a clear line of communication and validate troubleshooting.
Support Definitions
RMA Process
As specified in the Reseller Agreement
Out of Warranty Repair Process
Skydio's world class engineering and manufacturing team conducts all product evaluations and repairs in North America. For Skydio Care-eligible purchases, customers will follow the Skydio Care replacement process outlined at skydio.com/care. Customers with out-of-warranty failures of currently supported products are entitled to return their product to Skydio for an evaluation fee and will be provided a repair quote. All repair evaluations must be initiated through the Skydio Customer Support team. Reseller shall be solely responsible for all forward and reverse logistics, including shipment to and from Skydio's US-based repair facilities for out-of-warranty repair processing with its Customers.
Skydio Technical Support Training
Skydio's Professional Services and Customer Support teams can provide foundational technical support training so that Reseller can enable its own teams. This deeper dive enables Reseller's support organization to proactively answer technical issues and provide solutions within Reseller's existing processes and structures.
Tier 1 "Frontline" Support - REQUIRED
Reseller-managed team of frontline support agents for "first point-of-contact" troubleshooting. Order management support as needed. Collection of customer data if escalation is required.
Examples of T1 contact types: First flight and onboarding experience; Dead-on- Arrival disposition; software update walkthroughs; software reinstallation; product education and general how-to; forward and reverse logistics support for RMA and out-of-warranty repair processing.
Tier 2 Support
Skydio-managed team handling advanced troubleshooting and RMA processing.
Examples of T2 contact types: Flight Log capture & triage; RMA and repair process
Tier 3 Support
Skydio-managed team handling advanced triage and escalation; Technical Account Management; Field Service Reps
Examples of T3 contact types: Advanced Flight Log analysis; warranty disposition (if applicable); field service
Problem Resolution
Skydio will use commercially reasonable efforts to correct all problems that are reported by a customer or of which Skydio otherwise becomes aware.