FLYABILITY SA – END USER LICENSE AGREEMENT & WARRANTY (EULA)

IMPORTANT NOTICE TO END USER: THIS IS A BINDING LEGAL AGREEMENT BETWEEN YOU (THE "END USER" OR "CUSTOMER") AND FLYABILITY SA ("LICENSOR" OR "FLYABILITY"). BY ACTIVATING, DOWNLOADING, INSTALLING, OR OPERATING THE EMBEDDED SOFTWARE, CLOUD APPLICATIONS, OR DRONES (COLLECTIVELY, THE "PRODUCTS"), YOU EXPRESSLY AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS EULA.

1. SOFTWARE LICENSE GRANT & RESTRICTIONS

1.1. License Grant: Flyability SA grants the End User a limited, personal, non-exclusive, non-transferable, revocable license (with no right to sublicense) to utilize the object code of the embedded software, firmware, and associated cloud applications solely for internal business operations and for the express purpose of operating the Equipment.

1.2. Restrictions: the End User shall not, and shall not permit any third party to: (a) reverse engineer, decompile, disassemble, translate, or attempt to extract or derive any source code or communication protocols from the Equipment or Software; (b) modify, enhance, or create derivative works based upon the Software; (c) bypass, disable, or circumvent any safety-limit mechanisms or digital rights features embedded in the Drone; or (d) decouple the Software from the specific hardware unit it was delivered with.

1.3. Intellectual Property Ownership: End User acknowledges that the Software is licensed, not sold. All right, title, interest, and intellectual property rights in and to the Software, cloud interfaces, algorithms, and Documentation remain exclusively with Flyability SA (Switzerland).

1.4. U.S. Government End Users: the Software and Documentation are "Commercial Items," "Commercial Computer Software," and "Commercial Computer Software Documentation" pursuant to DFARS Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, or disclosure of the Software by the U.S. Government shall be governed solely by the terms of this EULA and is prohibited except to the extent expressly permitted herein.

2.  MANUFACTURER WARRANTY & CARE PACKAGE 

2.1. Limited Manufacturer Warranty: Flyability SA provides a limited technical hardware and firmware warranty directly to the End User, subject to the conditions and exclusions set forth in the official Documentation (including the requirement that the operator has completed official Flyability training).

2.2. Care Package Classification: any "Care Package" or damage waiver option purchased by the End User constitutes a commercial maintenance and technical service agreement managed by Flyability SA. To comply with local state and federal regulations, this Care Package is strictly a service contract and does not constitute a policy of insurance or underwriting liability protection under US law.

2.3. STATUTORY WARRANTY DISCLAIMER:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SOFTWARE AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH ALL FAULTS. EXCEPT FOR THE EXPRESS LIMITED WARRANTY PROVIDED IN SECTION 2.1, FLYABILITY SA EXPLICITLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ORAL, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. FLYABILITY DOES NOT WARRANT THAT SOFTWARE OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR COMPATIBLE WITH THIRD-PARTY PAYLOADS.

3. EXHAUSTIVE LIMITATION OF LIABILITY

3.1. Exclusion of Consequential Damages: to the maximum extent permitted by applicable law, Flyability SA shall not be liable to the End User or any third party for any indirect, incidental, punitive, special, exemplary, or consequential damages, including but not limited to loss of business profits, commercial revenues, industrial downtime, loss of operational data, or replacement procurement costs, arising out of the use or inability to use the Equipment, even if Flyability has been advised of the possibility of such damages.

3.2. Direct Damages Monetary Cap: IN NO EVENT SHALL FLYABILITY SA’S TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS, BREACHES, TORTS, OR PRODUCT LIABILITIES ARISING UNDER OR RELATED TO THIS AGREEMENT EXCEED THE LESSER OF USD 100,000 OR THE ACTUAL NET AMOUNT PAID BY THE END USER FOR THE SPECIFIC SERVICE OR PRODUCT GIVING RISE TO THE CLAIM.

3.3. Assumption of Operational Risk & Indemnity: the End User acknowledges that operating unmanned aerial vehicles (UAVs) in industrial, confined, or hazardous environments carries inherent structural risks. End User assumes all financial and legal liability for physical property damage, environmental contamination, or bodily injury/death resulting from the flight operations of the Drones. End User agrees to defend, indemnify, and hold harmless Flyability SA from any third-party lawsuits arising from End User's operational deployment of the Products.

4.  U.S. EXPORT CONTROL COMPLIANCE 

The Products, software, and underlying technology are subject to United States Export Administration Regulations (EAR) and International Traffic in Arms Regulations (ITAR). The End User certifies that it will not export, re-export, or divert the Products, directly or indirectly, to any country, entity, or individual restricted or embargoed under US Federal law (including OFAC sanctions lists) without obtaining prior valid written authorization from the US Department of Commerce or Bureau of Industry and Security.

Without limiting the rights otherwise provided under these ToU, in the event of non-compliance with these ToU, we reserve the right to refuse you access to the Website or to refuse to provide the Services.

5.  GOVERNING LAW & JURISDICTION 

5.1. Governing Law: this EULA, the Manufacturer Warranty, any data processing agreements, and any legal disputes regarding Intellectual Property, software glitches, or product liability shall be governed exclusively by, and construed in accordance with, the substantive laws of Switzerland, without giving effect to any choices of law or conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods (CISG) is explicitly excluded.

5.2. Exclusive Swiss Venue: the End User irrevocably consents and submits to the exclusive personal jurisdiction and venue of the competent ordinary courts of Lausanne, Canton of Vaud, Switzerland, to rule on any disputes arising out of or in connection with this EULA.

6. SEVERABILITY & INTEGRATION

If any provision of this EULA is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be modified to reflect the original intent as closely as possible, and the remaining provisions shall continue in full force and effect. This agreement constitutes the entire software and warranty understanding between the parties.

● Version Reference: EULA-US-V1-2026
● Effective Date of Terms: June 15, 2026