The present document forms the Flyability Subscription Program (“FSP”) contract together with the Quote provided by either Flyability SA or one of its approved resellers (thereafter “Flyability”) and the Flyability General Terms and Conditions (GTC) (together the “Contract”). Acceptance of the Quote means acceptance of the Flyability GTCs and the present FSP contract. In case of any conflict between Flyability GTCs and the present FSP contract, the order of precedence shall be (1) FSP contract and (2) GTCs. The Customer is the person or entity who signed the Contract.

1. Ownership and maintenance of the Products 

1.1 All products delivered under the Contracts (the Products) remain the property of Flyability at all times, except for the batteries, which become the property of the Customer once shipped. The shipped Products may have been previously used but Flyability will make sure that all Products are in full working condition when shipped to the Customer.

1.2 Flyability may at any time substitute for the Products one or more other items of similar utility; and sell or assign any part of its interests in the Products or this Contract.

1.3 Customer shall not modify, disassemble, loan, transfer, sublease, re-rent, surrender possession or control of, sell, encumber, assign or dispose of any Products or this Contract, without Flyability’s prior written consent.

1.4 The Customer is responsible to maintain the Products under good working conditions and perform basic maintenance tasks as described in the user manual.

2. Contract Term and Automatic renewal 

2.1. The contract starting date is the latest of the date specified in the Quote, or the effective date of delivery to Customer, as specified by the logistics company. The initial contract term shall be one (1) year from such starting date.

2.2 Unless stated otherwise in writing in the Quote, FSP Contracts are automatically renewed for successive one (1) year periods, unless written notice from either party is given at least 30 days prior to the expiration of the then-current contract term.

3. Price and payment terms 

3.1 Customer agrees to pay all taxes (including all sales, use and import/export taxes), fines, duties, fees, shipping costs, assessments, additional tariffs and other charges related to this Contract and the use of the Products. Unless stated otherwise in the Quote, FSP contracts must be paid in full before the initial delivery of the Products. In case a monthly payment plan is chosen, the first 3 months must be paid upfront. A penalty may be applied to overdue amounts, as described in the GTC.

3.2 Flyability reserves the right to modify its pricing and the present contract at any time. In case of price increase or any material change negatively affecting the Customer’s operations, the Customer has the right to terminate the contract immediately.

4. Access to new products and fleet size increase 

As Flyability’s offering evolves, the Customer will be eligible at any time, at its option and subject to availability, to add new Products to the Contract, or replace existing Products by an improved version. Any change in the Products covered by the Contract may result in a change in the Contract price. 

5. Delivery and acceptance of the Products 

5.1 Upon the delivery of the Products, unless Customer rejects them within 24 hours thereafter, Customer represents and acknowledges that: (a) each Item: (i) is complete and in good order, condition and repair; (ii) is appropriate for Customer’s purposes and in all ways acceptable to Customer; and (iii) was selected (not based on any recommendation by Flyability), carefully examined, inspected and tested by Customer or its agents; and (b) Customer: (i) has carefully reviewed and understood all laws, rules, regulations, training, instructions, user manuals, maintenance requirements, and other information, if any, including all applicable regulatory requirements, including airspace control, environmental and work safety requirements; (ii) will fully comply therewith; (iii) has been made aware of the need to use all applicable personal protective equipment and safety devices; (iv) will use each Item only for its intended purpose, in a reasonable and safe manner; (v) will timely give all applicable notices to, and obtain all applicable licenses, authorizations, permits and approvals from, all affected parties, including governmental authorities and the owner of the site; (vi) will immediately cease using any Product that is damaged or proves defective (a “Malfunction”); and (vii) will ensure that all others comply with the Contract at all times. The Customer will notify Flyability immediately if any of the foregoing shall be breached.

5.2 In addition to any training or certificate that may be required by local or site regulations, Customer must ensure that any operator of the Products has followed the Flyability Online Introductory Training.

6. Return of Products to Flyability 

6.1 Return obligation. The Customer ensures that all Products are returned to Flyability complete, fully and properly functioning, in good order, condition and repair, and free of contamination. For obvious safety reasons, the suspicion of any contamination risk must be declared to Flyability upon return.

6.2 Return cost. The costs to ship back the Products to Flyability are borne by the Customer.

6.3 Return date. The Products must be returned at the latest at the date of termination of the contract. The date of return is defined as the date when the Products are picked-up by the logistics company used to return the Products as specified in the ship-back folder. No allowance/extension will be made for weather delays, time in transit or other periods of nonuse, except for a Malfunction not due to Customer’s negligence, or if caused by any negligence from Flyability.

6.4 Return process: (a) It is Customer’s responsibility to remove all confidential information from the Products and tablets SD-cards and memory before returning the Products, unless otherwise requested by Flyability to diagnose a possible malfunction; (b) Instructions to ship back the Products and the return address are provided with each Product. In case instructions are missing or unclear, it is Customer’s responsibility to contact Flyability to receive complementary information on the shipping back of the Products. Shipments not following the instructions may be rejected by Flyability; and (c) Any missing items in the returned Products will be invoiced at full catalog price. Any defective item in the returned Products will be invoiced at full catalog price, or under the conditions of the Damage waiver program, if purchased (see art. 8).

7. Late return of the Products 

If the Products are not returned in full on the date of expiration of the Contract, Customer will be charged with one full additional month at a monthly rate of 2’500 CHF per month (and so on for any late return of more than 1 month) and the Contract will be extended accordingly.

8. Care Package (optional, only included if option purchased) 

If Customer has purchased the Care package option, Customer will benefit from the Damage Waiver Program and the Spare Parts & Maintenance program as described in this section.

8.1 Damage Waiver Program. Under Flyability Damage Waiver Program (the “Program”), Flyability partially covers the cost of repairing or replacing the Products protected under the Program, which include the Drone and all payloads and accessories when used in conjunction with the Drone, the remote control station and the android tablet (the “Covered Products”), under the conditions described below, in case of accidents causing damages to the Covered Products, including beyond repair and impossible recovery.

8.1.1 Exclusions. The Damage Waiver Program does not cover (“Exclusions”): (a) Any claims due to loss of the Covered Products, except if lost during a flight; (b) Theft of the Covered Products or other failure to timely return the Covered Products to Flyability; (c) Liability for personal injuries, damage to property, damages to third parties; (d) Inbound shipping costs (shipping from Customer to Flyability); (e)Product upgrades: The replacement or upgrade of Products before its end-of-life, even if new models or upgrades are released, as long as the existing ones have replacements; ( f ) Cosmetic damages: Cosmetic damages that do not affect the functionality or safety of the Products such as scratches, small cracks, or holes; (g) Any damages arising out of or in any way connected with: (i) negligence by Customer; (ii) Intentional damage by Customer: Any damage intentionally inflicted upon the Product; (iii) the use of unauthorized or non-original accessory or spare part with the Covered Products, unauthorized modification of the Covered Products, or to the failure to perform required maintenance on the Covered Products; (iii) the use of the Covered Products by a user who has not the minimum certification and training to use the Covered Products; and (iv) flights performed under unsuitable conditions or not in accordance with local regulations or common sense; and (f) Events of force majeure and acts of God.

8.1.2 Claims. If Customer wishes to request Flyability to repair or replace the Products covered under the Damage Waiver Program, Customer shall open a claim within five business days of the event by submitting a report to support@flyability.com. This report shall include at least the following information: (a) Serial Number of the Covered Products; (b) Date/Time/Location of the incident, and name of the operator; (c) Detailed explanation of the circumstances of the incident with photos of the Covered Products and, when possible, the environment; and (d) A copy of the flight data (logs and images) from the moment of incident, and/or recordings from the ground station.

8.1.3 Claims’ process. Upon receipt of a complete claim report: (i) Flyability will perform a situation analysis and provide the Customer with a replacement process and preliminary repair cost estimate (if any). (ii) Once Customer has validated the cost estimate and the replacement process, Flyability will initiate the shipping of the replacement Products or parts, within 3 working days, at Flyability’s cost. (iii) If instructed by Flyability, Customer must then ship back the damaged Products to Flyability, at their own cost, and following section 6D of this Agreement.

8.1.4 Unrecoverable Products. In case the Drone is lost during a flight, Customer has the obligation to make all reasonable efforts to recover the Drone. As soon as the Drone is recovered, even if it occurs after the reception of a replacement Drone, Customer will immediately inform Flyability which will decide if the recovered Drone has to be returned.

8.1.5 Clarifications and limitations. Any other compensation, including cash payment to Customer, is explicitly excluded. The Program is not an insurance, nor a warranty.

8.2 Spare Parts & Maintenance Program. The Spare Parts & Maintenance Program covers, maintenance and consumable items, namely batteries, propellers, motors or cage pentagons (“Consumable and Maintenance Needs”), that need replacement, as per the conditions indicated below and in the Product Offering, which will be free of charge (except any custom duties, taxes or additional tariffs) up to the amount defined in Section 8.3 below. The need of replacement is based on a time frame or number of cycles as defined in the Product Offering.

8.3 Care Package Options and Conditions. As set forth in the Product Offering, the Customer may purchase either a one (1) year Care Package (the “Care Package - 1 Year”) or a Care Package with a duration of two (2) or more years (the “Care Package - Multi Year”).

8.3.1 Care Package - 1 Year. The Care Package - 1 Year provides coverage for a period of twelve (12) months from the Activation of the Equipment or eighteen (18) months from the date of delivery of the Equipment, whichever occurs first (the “Care Package Period”). The scope of coverage under the Care Package - 1 Year is as follows:

(a) Damage Waiver Program: the Damage Waiver Program covers the annual cost of repairing or replacing the Covered Products as follows:

(i) 100% of damages up to CHF 5,000;

(ii) up to 80% of damages exceeding CHF 5,000 and up to CHF 100,000.

(iii) Damages exceeding CHF 100,000 are not covered.

The coverage includes outbound shipping costs from Flyability to the Customer, but excludes any custom duties, taxes or additional tariffs,

(the “Care Package Coverage Conditions”).

(b) Spare Parts & Maintenance Program: coverage for the Customer’s future Consumable and Maintenance Needs, as defined in Section 8.2 above, up to a maximum of CHF 10,000 per year, per drone.

8.3.2 Care Package - Multi Year. The scope of coverage under the Care Package - Multi Year is as follows:

(a) Damage Waiver Program: the Damage Waiver Program covers the cost of repairing or replacing the Covered Products up to CHF 100,000 per year of Care Package - Multi Year purchased. By way of example, a two (2) year Care Package provides an aggregate coverage of CHF 200,000 with a maximum of 100'000 per year. Each yearly coverage period remains subject to the Care Package Coverage Conditions. Any unused portion of the coverage amount applicable to a given Care Package year shall automatically expire at the end of such Care Package year and shall not carry over, accumulate, or otherwise apply to any subsequent Care Package year.

If the Customer reaches the CHF 100,000 coverage limit before the end of a one (1) year coverage period, the Customer will immediately commence the next subscription period. In such a case, the new coverage period will begin on the day following the date on which the prior coverage limit was reached and will grant a new CHF 100,000 coverage, subject to the same Coverage Conditions.

The same mechanism applies to Care Packages - Multi Year of three (3), four (4), or five (5) years. For the avoidance of doubt, the nominal duration of the Care Package - Multi Year subscription (two (2), three (3), four (4), or five (5) years) may not coincide with the actual duration of coverage. For example, a Customer purchasing a three (3) year Care Package - Multi Year may exhaust the total coverage after two (2) years.

(b) Spare Parts & Maintenance Program: coverage for the Customer’s future Consumable and Maintenance Needs as defined in Section 8.2 above, per year of Care Package - Multi-Year purchased, up to a maximum of CHF 10,000 per year, per drone.

If the Customer reaches the CHF 100,000 annual limit under the Damage Waiver Program before the end of a one (1) year coverage period and immediately commences the next subscription period without having exhausted the CHF 10,000 per year, per drone limit under the Spare Parts & Maintenance Program, any unused portion of such limit shall not carry over. Instead, the Customer shall be entitled only to a new CHF 10,000 per year, per drone coverage for consumables and maintenance during the new subscription period.

Conversely, if the Customer exhausts the CHF 10,000 per year, per drone limit under the Spare Parts & Maintenance Program before the end of a given coverage period, no additional spare parts or maintenance coverage shall be provided for the remainder of that coverage period, and coverage shall resume only upon commencement of the next subscription period, subject to a new CHF 10,000 per year, per drone limit.

8.3.3 Renewal of Care Package. If the Customer renews the Care Package subscription before its expiration, the new Care Package Period shall commence on the day following the end of the prior subscription period.

8.3.4 Reactivation of Care Package. If the Customer elects to re-activate a Care Package subscription after its termination or purchases a Care Package subsequent to a drone purchase, the new Care Package Period shall commence on the date the Customer’s purchase order is received and confirmed by Flyability, or, where applicable, upon receipt of the required pre-payment. For the avoidance of doubt, reactivation does not provide continuity of coverage between subscription periods.

Prior to reactivation, Flyability shall be entitled, at its sole discretion, to assess the condition of the Drone and may require the Customer to carry out, at the Customer’s cost, any repairs deemed necessary as a condition of reactivation.

8.4 Return of Products. Instructions to ship back the Products and the return address are provided with each Product. In case instructions are missing or unclear, it is the Customer's responsibility to contact Flyability to receive complementary information on the shipping back of the Products. Shipments not following the instructions may be rejected by Flyability.

9. Malfunction or need for maintenance on the Products 

9.1 In the event of a Malfunction, Customer will immediately notify Flyability and return the Malfunctioning Products to Flyability as per Flyability instructions. Provided such Malfunction did not result from or in connection with any wrongful or negligent act or omission of, or any breach of any provision of this Contract by the Customer or anyone the Customer permit to operate the Products, Flyability will repair such Item or provide the Customer with a comparable replacement Item. In this case, the Customer is entitled to an increase in the contract duration by the duration he was unable to use the Products because of the Malfunction. No monetary compensation will be offered. Flyability will have no other obligations with respect to Malfunctions, all of which Customer waive, together with all associated claims and damages, including without limitation incidental and consequential damages (See “Liability” for more information).

9.2 In case the drone is due for maintenance, Customer should contact Flyability at support@flyability.com who will provide Customer with guidance to, at Customer’s option and depending on technical feasibility, either perform the maintenance by Customer itself, or ship back the Products and receive a replacement. Maintenance will be invoiced to the Customer at catalog price, unless the customer has purchased the optional “Spare parts & maintenance” option.

9.3 In case any consumable item such as batteries, propellers or cage pentagons need replacement, Customer shall contact support@flyability.com to get replacement items. The items will be invoiced at catalog price, unless the customer has purchased the optional “Spare parts & maintenance” option. Flyability may request justification or shipping back of the used consumable before free replacement. Unless specified otherwise in writing, the shipping address will be the address specified on the quote.

10. Liability 

Indemnity/hold harmless: to the maximum extent permitted under applicable law, Customer hereby: (a) assume all risk of personal and bodily injury, loss, damage, destruction and contamination of, to, and/or arising in connection with, the Products and services referenced in this contract, including without limitation, all liabilities, claims and damages arising in connection with the selection, provision, inspection, design, manufacture, use, loading, unloading, transportation, demonstration, storage, servicing, maintenance, repair, delivery and/or retrieval thereof (collectively, “Risks”); (b) release and discharge, and agree to indemnify, defend and hold harmless Flyability and its respective owners, shareholders, members, managers, officers, directors, resellers, agents, employees, insurers, representatives, subrogees, successors and assigns (the “Indemnitees”) for, from and against: (i) all such Risks; (ii) all other liabilities, claims, damages, losses, costs and expenses (including without limitation, attorneys’ fees) arising from or in connection with the Products or this Contract; and (iii) any breach thereof by Customer, Customer’s agents, employees, successors or assigns; and except only as otherwise provided under “Malfunction”, (C) waive all rights, remedies, claims, damages and defenses available under the Uniform Commercial Code, as well as all direct, indirect, incidental, consequential, general, special, exemplary and punitive damages, against each Indemnitee. 

11. Warnings 

The Products can be dangerous, and should be transported, serviced, maintained, repaired and used with extreme care, only for its intended professional purpose by properly trained, familiarized, qualified, certified, supervised, instructed, and if applicable, licensed, adults. The Customer agrees to provide all applicable training (including the online Flyability Introductory Training), familiarization, instructions and warnings to all users and operators of the Products, and ensure that each item is used following the procedures and within the limitations described in the provided user manual. 

12.  Jurisdiction

12.1 The Agreement will be governed by and interpreted in accordance with the laws of Switzerland excluding its provisions on conflicts of laws. The provisions of the United Nations Convention on the International Sale of Products shall not apply to this Agreement.

12.2 The competent Court of Lausanne (Switzerland) shall have exclusive jurisdiction to decide all disputes relating to the Agreement, notwithstanding any plurality of defendants or claims for guarantee, even for emergency attachment proceedings, interim proceedings or ex-parte injunctions requests