FLYABILITY INC. - US TERMS OF SALE

Between: Flyability INC (USA) ["Seller"] and US Customer ["Buyer"]
Buyer acknowledges that Seller is a distributor and not the manufacturer of the Equipment, nor the owner of the Intellectual Property embedded within it.

GENERAL TERMS AND CONDITIONS OF SALE AND SERVICES

These General Terms and Conditions of Sale and Services (“GTC” or “Agreement”) govern the commercial and contractual relationship between Flyability INC., a Delaware corporation (“Flyability INC” or “Seller”), and any of its Customers (as defined below) for the procurement of physical Equipment, the resale of Software licenses, and the provision of Support, Cloud, and Professional Services.

PART I: MAIN TERMS AND CONDITIONS
1. DEFINITIONS

• “Activation” means the first operational use or software initialization of the Products by the Customer or its Users.
• “Affiliate” means any legal entity that is directly or indirectly controlled by, controls, or is under common control with a Party. “Control” means the possession of more than 50% of the voting power or ownership interests.
• “Agreement” means the binding contract concluded between Flyability INC and a Customer, consisting of these GTC, any accepted Quotes, Purchase Orders, Subscription Plans, Support Schedules, or Statements of Work (SOW).
• “Confidential Information” means all non-public financial, technical, commercial, or design information marked as “confidential” or “proprietary,” or which by its nature should reasonably be inferred to be confidential. It includes pricing, technical schematics, Quotes, and Support Tools. It excludes information that is public knowledge, already possessed rightfully without confidentiality obligations, received from an unrestricted third party, or independently developed.
• “Customer” means any commercial entity, corporation, or individual acting in a professional or corporate capacity that enters into an Agreement with Flyability INC.
• “Documentation” means the then-current, written user manuals, safety guidelines, and online help files provided by Flyability SA or Flyability INC.
• “Drone” means Flyability’s proprietary Unmanned Aerial Vehicles (UAVs), including the Elios 1, Elios 2, and Elios 3 platforms.
• “Effective Date” means the earliest occurrence of: (i) Customer’s electronic or written acceptance of a Quote; (ii) Customer’s checkout on the Online Shop; or (iii) the first Activation or use of a Product or Service by a User. • “Equipment” means the physical hardware, drones, payloads, components, and accessories delivered by Flyability INC to the Customer.
• “Online Shop” means the e-commerce platform administered by Flyability where Customers can order Products, Services, or subscriptions.
• “Products” means Equipment and/or Software.
• “Product Offering” means the specific commercial notice defining use rights, restrictions, warranty periods, and support terms incorporated into a Quote or Subscription Plan.
• “Purchase Order” or “PO” means a procurement document issued by the Customer accepting a valid Quote.
• “Quote” means the commercial transaction document issued by Flyability INC detailing the pricing, quantities, Equipment, and Services sought by the Customer. • “Services” means Support Services, Cloud Services (SaaS), and Professional Services provided to the Customer.
• “Software” means proprietary object code, embedded firmware, microcode, operating systems, and standalone applications required to run the Equipment, developed and owned exclusively by Flyability SA (Switzerland) and resold or made available by Flyability INC.
• “Software Release” means subsequent versions or patches of Software made generally available at no additional charge, excluding entirely new products. • “Subscription Plan” means a structured access plan for Software or Cloud Services purchased on a recurring basis.
• “Support Terms” means the terms set forth in Part III of these GTC.
• “Support Tools” means diagnostic hardware, utilities, or remote access applications used to execute maintenance or repairs.
• “User(s)” means the Customer’s employees, certified pilots, agents, or contractors authorized to deploy the Products or Services.

2. AGREEMENT FORMATION, PRICING, PAYMENT, AND BETA SERVICES

• Contract Formation: By accepting a Quote, placing an online order, or subscribing to a Service, the Customer enters into a binding legal agreement governed strictly by these US Terms of Sale. Customer’s standard pre-printed terms on a PO are explicitly rejected and shall have no legal effect.
• Acceptance Mechanisms: A Quote is legally accepted via written confirmation, e-mail, execution of a digital signature, or the issuance of a PO referencing the Quote.
• Payment Terms: Unless otherwise agreed in writing, Customer shall pay Flyability INC’s invoices in full within 30 days from the invoice date. Online Shop transactions require immediate, full payment in advance.
• Late Payment Penalties: Overdue balances shall automatically, and without the requirement of a prior formal default notice, accrue interest at a periodic rate of 1.5% per month (compounded at 18% per year, calculated daily at 0.05% per day).
• No Set-Off: Customer shall pay all undisputed portions of invoices without any set-off, deduction, or withholding regardless of any ongoing commercial disputes or counter-claims.
• Debt Collection Costs: In the event of debt collection or legal proceedings, Customer shall fully reimburse Flyability INC for all reasonable attorneys’ fees, agency commissions, court filing costs, and administrative expenses incurred to recover the debt.
• Taxes and Customs: Prices specified in Quotes are strictly net and exclusive of all taxes. Customer is solely responsible for all sales, use, excise, withholding, personal property, import, and consumption taxes or duties resulting from the transaction, excluding taxes based purely on Flyability INC’s net income. Tax withholding receipts must be immediately forwarded to shipping@flyability.com.
• Tax Gross-up Protection: All fees communicated by Seller are net of any taxes or deductions. If any tax, assessment, or local withholding tax is imposed by any local, state, federal, or foreign governmental authority on payments due to Flyability INC., Customer shall increase the gross payment to Flyability INC. such that, after making all required deductions and withholdings, Flyability INC. receives and retains a net amount equal to 100% of the full amount invoiced as if no such deduction had been required. Customer remains responsible for providing Flyability INC. with official tax receipts for any amounts withheld and paid to local authorities.
• Beta Products and Services: Flyability INC may offer early-access, trial, or Beta products for testing purposes. Customer acknowledges that all Beta features are provided strictly “AS-IS” and “AS AVAILABLE,” without any structural warranty, maintenance, service-level agreement, confidentiality protection, or indemnification. Flyability INC reserves the right to suspend or alter Beta features at any time without liability.

3. CONFIDENTIALITY 

Each Party shall protect the Confidential Information of the other Party with at least a reasonable standard of care, utilizing it solely to execute contractual obligations or exercise legal rights under this Agreement. Neither Party shall disclose Confidential Information to any third party for a period starting from the date of initial disclosure and continuing for three (3) years thereafter. Disclosure is permitted to Affiliates bound by equivalent terms, or if compelled by statutory law, provided the receiving Party gives the disclosing Party prompt written notice prior to such disclosure.

4.  INTELLECTUAL PROPERTY INDEMNIFICATION  

Flyability INC, in coordination with its parent manufacturer Flyability SA, shall defend the Customer against third-party lawsuits alleging that the standard, unmodified Equipment or Software directly infringes a patent existing and registered in the United States or Switzerland. Flyability INC shall cover court-awarded costs and damages or written settlement amounts, provided that the Customer: (a) immediately notifies Flyability INC in writing of the claim; (b) grants Flyability INC sole control over the legal defense and settlement negotiations; (c) fully cooperates with all requests for assistance; and (d) is not in material breach of the Agreement.

If an infringement is established, Flyability INC may, at its option and expense: (1) procure the right for the Customer to continue using the item; (2) modify or replace it to make it non-infringing; (3) recall the Equipment and refund the price paid, less straight-line depreciation based on a three-year useful life cycle; or (4) cancel the Service and refund any prepaid, unearned fees. Flyability INC shall have zero liability if the alleged infringement arises from: (A) combination with third-party items; (B) deployment contradicting the official Documentation; (C) modifications made by any person other than Flyability; (D) designs built to Customer's specific instructions; (E) open-source software; or (F) failure to install an updated Software Release made available at least 90 days prior. This section states the Customer's sole and exclusive remedy for intellectual property infringement.

5.  LIMITATION OF LIABILITY  

• Unrestricted Liability: Nothing in this Agreement shall exclude or limit liability for death or personal injury resulting directly from a Party's gross negligence, willful misconduct, or fraud.
• Restricted Financial Cap: In all other commercial scenarios, Flyability INC’s total aggregate liability for all claims, breaches, torts, or indemnities arising under or in connection with this Agreement shall be strictly capped at and limited to the lesser of USD 100,000 or the actual price paid by the Customer for the specific Product or Service giving rise to the claim (calculated on an annual basis for ongoing Subscription Plans).
• Exclusion of Consequential Damages: To the maximum extent permitted by law, Flyability INC shall not be liable for any special, incidental, exemplary, punitive, indirect, or consequential damages, including but not limited to loss of profits, commercial revenues, industrial downtime, operational data, or loss of asset use, even if advised of the possibility of such damages.
• Drone Operation Risk Exclusion: Flyability INC assumes zero liability for property damage, environmental contamination, or bodily injury/death resulting from the operational flight deployment of the Drones by the Customer or its operators. It is the absolute responsibility of the Customer to maintain adequate commercial general liability and aviation/drone third-party liability insurance to cover all flight risks.
• Technical Exclusions: Flyability INC is not liable for issues arising from: (i) external causes, power surges, or frequency interference; (ii) failure to follow user manuals and safety guidelines; (iii) pilot abuse, neglect, improper storage, or unauthorized technical modifications; (iv) normal wear and tear; or (v) unapproved integration with third-party software or payloads. Pre-installed third-party flight control software or operating systems are subject strictly to their respective third-party licensors’ terms, and Flyability INC disclaims all liability related thereto.
• Data Back-up Obligation: Customer must maintain regular, daily data back-up procedures. Flyability INC is completely exempt from liability for any loss of digital data, thermal footage, or telemetry files.
• Limitation Period: All claims based on hardware or software defects are barred unless notified within the warranty period. All other lawsuits or causes of action must be filed in writing within 12 months from the date the cause of action accrues, or be permanently time-barred.

6. EXPORT CONTROL 

The Products, technology, and documentation provided under this Agreement are subject to United States Export Laws, including the Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). Customer shall strictly comply with all US Export Laws and Flyability export policies. Customer shall immediately notify Flyability INC in writing if it intends to resell or transfer the Products. Flyability INC reserves the right to disclose Customer and End-User identity data to federal authorities if required by law.

7. COMPLIANCE, DATA PRIVACY, AND PERMITTED USE 

• Data Protection: Both Parties shall execute their obligations in full compliance with applicable US Federal and State data privacy regulations (including CCPA/CPRA where applicable) and the core principles of the Swiss Federal Act on Data Protection (FADP) to the extent cross-border data transfer occurs. Processing of personal and operational data is subject to the Flyability Privacy Notice, accessible at www.flyability.com/legal, which is incorporated into these GTC.
• Permitted Use: Customer shall not deploy, utilize, or resell Flyability Products or Services for the conduct of, or assistance to, military warfare, harmful actions against human populations, unlawful surveillance, genocide, or any breaches of fundamental human rights. Customer shall not provide direct operational or logistical support to armed combat forces or active military hostilities.
  

8. TERMINATION, AND MISCELLANEOUS

• • Term: This Agreement begins on the Effective Date and remains active until terminated in accordance with its terms.
  • Survival: Any provisions regarding outstanding payments, confidentiality, limitations of liability, intellectual property, and governing law shall survive the expiration or termination of this Agreement.
  • Force Majeure: Neither Party shall be liable for delays or failures to perform (except for payment obligations) resulting from a Force Majeure event, including strikes, riots, acts of terrorism, fires, floods, pandemics, natural disasters, governmental blockades, or acts of God. If a Customer is delayed in payment due to Force Majeure, it must immediately notify Flyability INC to arrange a reasonable grace period.    
  • Assignment: Customer shall not assign this Agreement or transfer any rights or delegate any performance without the express, prior written consent of Flyability INC. Flyability INC may utilize Affiliates (such as Flyability SA) or certified subcontractors to deliver Services.
  • Electronic Signatures: The terms “execution” and “signature” include qualified electronic signatures (e.g., DocuSign), which carry the exact same legal validity as manual wet signatures. E-mail communications satisfy the definition of "in writing".
    
    
  • BIFURCATED GOVERNING LAW AND VENUE:
    
    
    • Commercial Layer: These US Terms of Sale, and any legal or commercial disputes concerning ordering, invoicing, credit collection, physical delivery, and logistics, shall be governed by and construed under the substantive laws of the State of Delaware, without giving effect to its conflict of laws principles. All such commercial disputes shall be resolved exclusively in the state or federal courts located in the State of Delaware.
      
      
    • Technical Layer (IP, EULA, and Product Defects): Notwithstanding the foregoing, because the underlying technology, intellectual property, and manufacturer warranties are owned and issued directly by the Swiss parent entity, any provisions or disputes arising under Section 4 (IP Indemnity), Section 5 (Limitation of Liability for Drone Failures), or Parts II, III, IV, and V of these GTC shall be governed exclusively by the substantive laws of Switzerland, excluding the UN Convention on Contracts for the International Sale of Goods (CISG). Any legal action regarding tech defects, software licensing, or manufacturing liabilities must be brought exclusively before the ordinary Court of the Canton of Vaud in Lausanne, Switzerland.
      
      
  • Severability: If any clause is held unenforceable by a court, the remaining provisions of the Agreement shall continue in full force and effect.

PART II:  ADDITIONAL TERMS FOR PRODUCTS 
1.  DELIVERY, TITLE, AND RISK OF LOSS

• Incoterms: Unless specified otherwise on a Quote, all physical deliveries of Equipment within the United States are made FCA (Free Carrier - Incoterms 2020) at Flyability INC’s designated US logistics facility.
• Inspection Period: Customer shall test and inspect the physical Equipment immediately upon arrival. The Equipment shall be deemed conclusively accepted by the Customer unless a written non-conformity claim is submitted within seven (7) days following delivery. Software delivered via electronic download or cloud provisioning is deemed accepted upon electronic availability.

2.  EQUIPMENT INSTALLATION 

If the Quote explicitly mandates that Flyability INC shall install the Equipment, final acceptance occurs: (i) upon successful execution of standard installation procedures demonstrating conformity with the Documentation, or (ii) seven (7) days after delivery if the Customer causes an operational delay in the scheduling of such installation.

3.  LICENSE TERMS AND RESTRICTIONS

• General License Grant: Flyability SA (via resale by Flyability INC) grants the Customer a non-exclusive, non-transferable, revocable license (with no right to sublicense) to utilize the object code of the Software and the accompanying Documentation solely for internal business operations.
• Firmware Restrictions: Microcode, firmware, or operating system software embedded directly within the Drone is licensed strictly and exclusively for use on that specific, serialized hardware unit and may not be extracted, copied, or deployed on any other hardware.
• Object Code Only: All Software licenses are restricted to object code. Under no circumstances is Flyability INC or Flyability SA obligated to provide source code. Customer may make one copy of standalone desktop software for archival back-up purposes.
• Prohibition on Reverse Engineering: Neither the Customer nor its Users shall modify, enhance, supplement, create derivative works from, reverse assemble, reverse engineer, decompile, or attempt to derive human-readable source code from the Software or Drone communication protocols without prior explicit written consent from Flyability SA.
• Analytics and Usage Data: Flyability SA and Flyability INC shall own all rights, titles, and interests in, and may freely utilize for data mining, benchmarking, machine learning, and product optimization, any anonymized technical usage data, performance analytics, drone ID files, flight hours, error logs, and drone telemetry files (altitude, battery degradation, motor status). This explicitly excludes images, video files, or thermal data captured by the Customer, which remain the exclusive property of the Customer.

4.  SOFTWARE LICENSED UNDER A SUBSCRIPTION PLAN

• Account Maintenance: Deployment of Subscribed Software requires an active, valid account on Flyability’s web interface and acceptance of the relevant clickwrap terms.
• Free Plans and Trials: Free Plans may be modified or terminated at any time in Flyability’s sole discretion. Trial Licenses are provided for a limited duration solely for evaluation purposes, are provided "AS-IS," and expire automatically.
• Duration and Renewal: Subscription Plans run for an Initial Duration of 12 months (unless specified otherwise on the Quote) and shall automatically renew for consecutive 12-month periods unless cancelled by either Party.
• Cancellation Policy: Customer may cancel a Subscription Plan at any time via their online account portal or by emailing support@flyability.com. Cancellation terminates the plan at the end of the then-current term; fees already paid are entirely non-refundable. Flyability INC may terminate a plan upon 10 calendar days' written notice prior to the end of the current term.
• Suspension for Non-Payment: Continued software access is strictly contingent upon timely payment. Flyability INC reserves the right to suspend login credentials and deactivate cloud access immediately if an invoice becomes overdue. Price increases for renewed terms shall be communicated in advance.

5.  PRODUCT WARRANTY

• Warranty Period: The technical warranty period for the Drone and hardware Equipment is twelve (12) months from the date of Activation, or eighteen (18) months from the date of physical delivery to the Customer, whichever occurs sooner. Non-embedded standalone Software carries a 90-day warranty.
• Scope of Warranty: Flyability SA warrants that the Equipment shall be free from material defects in materials and workmanship and perform in accordance with the Documentation. This warranty applies strictly and exclusively if the Drone is operated under normal conditions by a pilot who has successfully passed the official Flyability Introductory Training prior to flight operation, and has undergone regular recommended service intervals.
• DISCLAIMER OF ALL OTHER WARRANTIES: THE WARRANTIES STATED HEREIN ARE EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE HEREBY EXPRESSLY DISCLAIMED.
• Regular Maintenance Requirement: The Customer must send the Drone to the designated Flyability Service Area for maintenance within two weeks after: (i) logging every 25 hours of flight as recorded by the drone's internal telemetry log files (shipping and maintenance costs borne by Customer), or (ii) upon Flyability’s express safety request (shipping and maintenance costs borne by Flyability). Customer must execute mandatory Software updates within 14 days of notification.
• Exclusive Remedies: Customer’s sole remedy under this warranty is for Flyability, at its option, to repair the defect or replace the non-conforming hardware unit. If Flyability cannot remedy a defect within a reasonable timeframe after receiving a written grace period, Flyability shall refund the purchase price depreciated on a straight-line basis over a three (3) year useful life cycle, upon return of the physical asset.
• Warranty Exclusions: The warranty is void if a defect or crash results from: (i) pilot accident, field neglect, or misuse; (ii) third-party components or payloads; (iii) failure to follow user manuals, or flight operation by an uncertified pilot who has not completed the Flyability Introductory Training; (iv) flying in environmental conditions violating specifications; (v) unauthorized technical modifications or repairs; (vi) normal wear and tear; or (vii) if the Customer refuses to extract and provide the drone's internal log and video files following an incident.

6.  CARE PACKAGE (DAMAGE WAIVER & SPARE PARTS PROGRAM)

• • Damage Waiver Program: Flyability partially covers the cost of repairing or replacing Drones, payloads, and remote control tablets (“Covered Products”) in the event of an operational flight accident, including accidents resulting in total loss or unrecoverable flight placement.
  • Care Package Exclusions: The program completely excludes: (a) theft or loss of the equipment while on the ground; (b) willful or intentional damage inflicted by the Customer; (c) third-party civil liability or property damage; (d) inbound shipping costs to Flyability; (e) cosmetic damage (scratches, small cracks) that does not alter flight safety; (f) flight operations performed by an uncertified user; and (g) flights violating local FAA airspace regulations or common sense.
  • Claim Reporting Procedure: Customer must open a claim within five (5) business days of the accident by emailing support@flyability.com. The report must contain: (a) Drone Serial Number; (b) Date, time, location, and pilot name; (c) Detailed description with photos of the asset and environment; and (d) A complete copy of the flight data logs and images extracted from the drone and ground station.
  • Execution: Upon validation of the report, Flyability will issue a preliminary cost estimate. Once confirmed, Flyability will ship replacement parts or a replacement unit within 3 working days (outbound shipping at Flyability’s cost). Customer must return the damaged components to Flyability at its own expense. If a drone is lost during flight, Customer must execute all reasonable recovery efforts. Cash payouts are explicitly excluded.
  • Program Options and Limits:
    
    
    • Care Package - 1 Year: Valid for 12 months from Activation or 18 months from delivery, whichever comes first. The Damage Waiver covers 100% of repair costs up to CHF/USD 5,000, and up to 80% of costs exceeding CHF/USD 5,000 up to a maximum cap of CHF/USD 100,000 per drone per year. The Spare Parts Program covers consumable needs (propellers, batteries, cages) up to a separate cap of CHF/USD 10,000 per drone per year.
    • Care Package - Multi-Year: Aggregates the CHF/USD 100,000 limit per year (e.g., 2 years equals an aggregate limit of CHF/USD 200,000, with a max of 100,000 in any single year). Unused coverage portions at the end of a subscription year expire automatically and do not carry over. If the CHF/USD 100,000 annual limit is exhausted early, the next subscription period commences immediately. Unused spare parts allowances (CHF/USD 10,000/year) do not roll over.

• • Reactivation: If a Care Package subscription expires, reactivation is subject to a mandatory, technical inspection of the Drone at the Customer's cost. Flyability may require any necessary repairs to be executed at the Customer's expense as a condition precedent to renewing coverage.

7.  AUTOMATED FEATURES

Drones may utilize automated navigation, stabilization, flight-assist, or autonomous mapping capabilities (“Automation Features”). Use of these features is subject to the following strict conditions, and Customer must ensure all pilots review and accept these terms:

• • Pilot in Command Responsibility: The deployment of Automation Features remains under the full legal and operational responsibility of the designated pilot in command (“Pilot”) and the Customer. The Pilot must assess the suitability of the flight path and local environmental conditions prior to activating automation.
  • No Warranties and No Liability: Flyability provides Automation Features strictly “AS-IS” and “AS-AVAILABLE,” without any express or implied warranties. Flyability, its Affiliates, and agents disclaim any and all liability for crashes, property damage, or bodily injuries resulting from or related to the activation of automated flight modes.
  • Continuous Manual Oversight Required: Automation Features do not replace the necessity of active pilot control. The Pilot must: (a) maintain full manual control override capability at all times; (b) keep hands on the remote control interface and maintain continuous situational awareness; and (c) be prepared to instantly intervene and regain manual control if the drone displays unexpected behavior.
  • Environmental and Payload Constraints: Automated sensors and obstacle avoidance algorithms are not calibrated to account for custom payloads, third-party attachments, or extensions reaching beyond the drone's protective cage. Such payload extensions may cause immediate collision or cage entrapment, for which the Customer assumes all risk.

PART III:  ADDITIONAL TERMS FOR SUPPORT 
1.  SCOPE AND SUPPORT AGREEMENTS

• • Support Schedule: Support Services are delivered by Flyability INC (or its certified technicians) in accordance with a signed Support Schedule or valid Quote outlining the specific serialized Equipment covered, support pricing, and the designated Installation Site.
  • Standard Territory: Unless specified otherwise on the Support Schedule, the official Flyability Service Area for these terms is the entire territory of the United States.
  • Scope of Deliverables: Standard Support Services include: (i) commercially reasonable efforts to diagnose and remedy hardware Equipment failures; (ii) English-language help line and technical ticketing support via telephone, portal, or email; (iii) the provisioning of mandatory Software Releases and Documentation updates; and (iv) the replacement of software media destroyed through no fault or negligence of the Customer. Flyability reserves the right to modify the support scope upon 60 days' written notice, provided the modification does not materially diminish the service package purchased.
  • Service Levels: Flyability shall deploy commercially reasonable efforts to respond to help desk tickets within the target timeframes outlined in the Product Offering. Telephone response windows run from initial live contact; on-site deployment schedules are calculated from the moment Flyability determines that a field technician visit is technically necessary.

2.  EXCLUSIONS AND RESTRICTIONS

Service Levels: Flyability shall deploy commercially reasonable efforts to respond to help desk tickets within the target timeframes outlined in the Product Offering. Telephone response windows run from initial live contact; on-site deployment schedules are calculated from the moment Flyability determines that a field technician visit is technically necessary.

3.  CUSTOMER SUPPORT RESPONSIBILITIES

• Technical Cooperation: Customer must immediately notify Flyability of equipment failures, providing detailed error logs and flight telemetry files enabling replication of the issue. Customer shall allow Flyability full access to internal log and video files. Customer must furnish a suitable workspace, computer terminal access, power, internet connectivity, and secure telephone access if required for on-site or remote diagnostic troubleshooting.
• Authorized Support Contacts: Customer shall designate in writing a restricted number of certified, technically qualified internal personnel authorized to log support tickets. Any adjustments to the authorized contact list must be submitted in writing.

4.  TECHNICAL SUPPORT PROVISIONS

• Support Tools and Parts: Customer authorizes Flyability to store Support Tools and physical spare parts at the designated Installation Site. These tools remain the exclusive property of Flyability. Upon termination of support, Flyability is authorized, upon reasonable notice, to enter the site or utilize remote access to remove or disable all Support Tools and components. Replaced equipment fragments become the property of Flyability and must be returned.
• Proactive Modifications: Flyability may, at its own expense, implement proactive technical changes or engineering updates to the Drones upon reasonable notice: (i) to maintain performance uniformity; (ii) for safety or component reliability reasons; or (iii) to comply with revised FAA or federal laws. Customer shall grant technical access for this purpose.
• Remote Support Capabilities: Flyability utilizes remote digital support channels. Customer may activate or deactivate remote diagnostic links, but must notify Flyability immediately. If remote diagnostic capabilities are disabled by the Customer, Flyability reserves the right to apply a service surcharge, and all response time targets or service level agreements (SLAs) are automatically voided.

5.  SUPPORT PRICING AND TERMINATION

• • • Pricing Adjustments: Support fees for a locked subscription term may only be modified by mutual written consent. For recurring open plans, Flyability INC may adjust annual support fees once per calendar year by issuing a written notice to the Customer at least 60 days prior to the effective date of the price adjustment. If an Equipment unit ceases to be covered under a support contract, Flyability reserves the right to immediately discontinue support for any standalone software operating on that unit or modify the software support rate.
    • Support Warranty: Flyability warrants that Support Services shall be executed in a professional, workmanlike manner consistent with standard aviation and technology industry benchmarks. Customer must report support deficiencies within 10 days of occurrence. Flyability’s entire liability is limited to re-performing the deficient services or replacing defective parts within 60 days of installation, or issuing a pro-rata refund of any unearned prepaid support fees.
    • Termination Mechanics:
      • Convenience: Unless a fixed multi-year term is mandated, either Party may terminate open Support Services for convenience upon 60 days' prior written notice. Prepaid support bundled with initial hardware sales is entirely non-refundable; for standalone ordered support, unearned fees are refunded pro-rata.
      • Breach: Either Party may terminate for material breach if the defaulting Party fails to cure a violation within 30 days of receiving a detailed written notice of default. If Flyability terminates due to Customer’s non-payment or breach, Flyability is released from all performance without any obligation to refund any fees.

PART IV:  ADDITIONAL TERMS FOR PROFESSIONAL SERVICES 
1.  STATEMENTS OF WORK AND OPERATIONS

• • • Execution of SOW: All consulting, implementation, custom training, drone deployment engineering, or flight piloting services (“Professional Services”) must be detailed in a structured Statement of Work (SOW) signed by both Parties. The SOW shall dictate the project scope, location, milestone pricing, payment schedules, and expense reimbursement protocols. Professional Services represent an independent, distinct contractual obligation separate from hardware sales or software licenses.
    • Standard Workday: Professional Services are executed based on a standard eight (8) hour workday, between 8:00 AM and 6:00 PM, Monday through Friday, excluding federal and state holidays at the Flyability facility handling the project.
    • Site Cooperation: Customer must provide Flyability personnel with timely, secure access to appropriate testing facilities, field space, power supplies, internet connectivity, technical documentation, and skilled, authorized internal personnel necessary to assist and cooperate with project execution.

2.  CANCELLATION, DELAYS, AND SURCHAGES

• • • Expense Liability: If a Professional Services mission or field project is cancelled or postponed by the Customer for any reason, the Customer shall remain 100% liable to reimburse Flyability INC for all non-refundable travel, flight, hotel, and logistical expenses already incurred.
    • Late Cancellation Penalty: If a cancellation or major scheduling postponement occurs less than 48 hours before the scheduled launch of a field mission, the full project fee outlined in the SOW shall become immediately due and payable as liquidated damages.
    • Idle Pilot Surcharge: If a field engineering mission is delayed on-site due to Customer unpreparedness, lack of local permits, or facility blockages, causing a Flyability pilot or engineer to stand idle on-site, a mandatory idle pilot surcharge of USD 1,000 per day shall automatically apply and be invoiced to the Customer.

3.  PROPRIETARY RIGHTS AND DELIVERABLES

• • • Background IP Retained: All patents, copyrights, trade secrets, methodologies, source codes, proprietary flying algorithms, drones, and technical know-how developed or owned by Flyability prior to or independently of the SOW (“Flyability Proprietary Rights”) remain the sole and exclusive property of Flyability.
    • Customer Materials: Ownership of materials, data, or site schematics furnished by the Customer remains with the Customer. Customer shall fully defend and indemnify Flyability INC from any third-party claims alleging that the use of Customer-furnished materials infringes any intellectual property or privacy right.
    • Deliverables Assignment: Legal ownership of written engineering reports, structural analyses, custom scripts, or specific data files explicitly developed for and delivered to the Customer within the framework of the SOW (“Deliverables”) shall transfer to the Customer upon full payment of all invoices. To the extent a Deliverable incorporates embedded Flyability Background IP, Flyability grants the Customer a non-exclusive, non-transferable, perpetual, royalty-free license to utilize such Background IP strictly as integrated within that specific Deliverable for internal business operations. Flyability retains the unrestricted right to develop, utilize, or market services or software similar to the Deliverables for future third-party projects, provided it complies with confidentiality terms.

4.  PROFESSIONAL SERVICES WARRANTY

• • • Workmanship Warranty: Flyability warrants that Professional Services shall be performed in a professional, workmanlike manner in accordance with generally accepted industry standards. Customer must notify Flyability of any technical failure within 10 days following the execution of the deficient service. Flyability’s sole liability is to correct the failure or terminate the SOW and issue a refund for the specific deficient hours.
    • Fixed Work Results Option: If the SOW specifies that Flyability must achieve a specific, measurable work result subject to formal customer acceptance, the result is deemed accepted when the Customer signs an acceptance form or brings the work result into operational commercial use, whichever is earlier. Flyability warrants that the work results conform to SOW specifications for a period of 12 months from the date of acceptance.
    • Remedy for Work Results Defects: Customer must report work result defects within 10 calendar days of discovery. Flyability shall attempt to remedy documented, replicable defects at its own expense. If, after repeated attempts and the expiration of two reasonable written grace periods, Flyability cannot fix a material defect that prevents operational use, the Customer may rescind the specific SOW and receive a refund of fees paid for that work result. For minor, non-material defects, the Customer is entitled only to a reasonable, partial reduction in the project fee.

PART V:  ADDITIONAL TERMS FOR CLOUD SERVICES 
1.  CLOUD ACCESS AND USER OBLIGATIONS

• • • Access Grant: Subject to compliance with this Agreement and timely payment, Flyability grants the Customer a revocable, non-exclusive, non-transferable, non-sublicensable right to access and utilize the digital cloud solutions, data processing platforms, and cloud dashboard software (“Cloud Solution”) during the active subscription term. Customer shall not copy, scrape, or create derivative works of the cloud infrastructure.
    • Authorized Deployment: Customer shall route cloud access strictly through its authorized Users, ensuring full compliance with the terms of use. Commercial exploitation of the Cloud Services on behalf of unauthorized third parties or standalone sublicensing is strictly prohibited.
    • Infrastructure Changes: Flyability retains the absolute right to implement software updates, layout modifications, or feature adjustments to the Cloud Solution at its sole discretion. Flyability may remove digital features or change platform functionalities at any time without prior liability.
    • Availability Disclaimer: Flyability deploys commercially reasonable efforts to maximize the availability of the Cloud Services. However, the Cloud Services are provided strictly “AS IS” and “AS AVAILABLE.” Flyability disclaims all statutory warranties and does not guarantee that cloud platform operations will be uninterrupted, continuous, secure, or entirely error-free.

2.  CLOUD PRICING, RENEWAL, AND SECURITY

• • • • Cloud Fees: Customer shall pay Cloud Service fees yearly in advance in accordance with the rates specified in the Subscription Plan or valid Quote. Fees are entirely non-refundable in the event of early termination. Price adjustments for upcoming terms shall be notified to the Customer in advance.
      • Prohibited Activities: Customer and its Users shall not, directly or indirectly: (i) deploy the Cloud Solution for any illegal or unauthorized purpose; (ii) inject malware, trojans, ransomware, or malicious code into the cloud infrastructure; (iii) reverse compile, decompile, or disassemble the cloud platform or its hosting networks; or (iv) access the Cloud Services to harvest code features for the purpose of constructing a competitive product, drone software, or clone user interface.
      • Compliance Verification: The Cloud Solution may contain embedded tracking tools allowing Flyability to automatically verify compliance with license volumes, tier thresholds, and user limitations. Flyability retains the right to temporarily or permanently suspend access credentials immediately if non-compliance or a security breach is detected.

3.  CUSTOMER CONTENT (IMAGES, VIDEOS, AND FLIGHT DATA)

• • • • Ownership Retained: As between the Parties, all images, thermographic data, video files, 3D point clouds, and inspection data uploaded by the Customer or its Users to the cloud platform (“Customer Content”) remain the sole and exclusive property of the Customer. Nothing in this contract operates as a transfer of ownership of Customer Content to Flyability.
      • Operational License Granted: Customer grants to Flyability a non-exclusive, worldwide, royalty-free, irrevocable license to host, process, and use the Customer Content for the sole purpose of delivering the cloud processing services, generating inspection reports, and executing technical support.
      • Machine Learning and Data Mining Consent: Customer explicitly grants to Flyability the right to utilize anonymized Customer Content (where account names, specific coordinates, and contact identifiers have been completely stripped using reasonable technological efforts) for data mining, analytics, product benchmarking, and to train machine learning or artificial intelligence flight models. Flyability is strictly prohibited from selling, renting, or commercializing Customer Content to third parties.
      • Content Warranty: Customer warrants that it possesses all necessary regulatory permits, legal grounds, and corporate consents to process and upload the Customer Content, and that the data does not infringe any third-party intellectual property or privacy rights. Flyability may delete any data that violates this warranty.
      • Data Deletion Post-Termination: During the active subscription term and for a period of 90 days following its expiration or termination, Customer shall have the right to access and download or permanently purge its Customer Content. Upon the expiration of this 90-day window, Flyability is authorized to permanently delete all copies of the Customer Content remaining under its control. Flyability reserves the right to automatically delete all data if a cloud account has been completely inactive for 12 months or more.

4.  CLOUD INTELLECTUAL PROPERTY AND RENEWALS

• • • • IP Ownership: Flyability and its licensors own and retain all intellectual property rights in and to the Cloud Solution, its user interfaces, and dashboard layouts. All anonymized system usage data and user traffic metrics ("Usage Data") belong exclusively to Flyability.
      • Data Processing Agreement: If cloud deployment involves the processing of personal data or European/US protected identifiers, the Parties shall execute a standard Data Processing Agreement (DPA).
      • Cloud Subscription Term: Cloud subscriptions are entered into from the Effective Date for the initial term specified in the plan. Subscriptions shall automatically renew for consecutive terms of the identical duration unless cancelled by either Party by providing a mandatory 30-day prior written notice before the expiration of the then-current period. Either Party may terminate for cause immediately in the event of an uncured material breach following a 30-day written notice to cure.

PART V:  ADDITIONAL TERMS FOR CLOUD SERVICES

Service Levels: Flyability shall deploy commercially reasonable efforts to respond to help desk tickets within the target timeframes outlined in the Product Offering. Telephone response windows run from initial live contact; on-site deployment schedules are calculated from the moment Flyability determines that a field technician visit is technically necessary.

• Version Reference: GTC-US-V1-2026

• Effective Date of Terms: June 15, 2026