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Master Services and Purchasing Agreement
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<br /> Title: Master Services and Purchasing Agreement between Axon and Agency
<br /> Department: Legal
<br /> Version: 12.0
<br /> Release Date: 12/18/2020 Page 36 of 49
<br />Package purchased hereunder.
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<br />“Updates” means any upgrades, updates, maintenance releases, bug fixes or modified versions of
<br />Skydio Software that Skydio may release from time to time.
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<br />2 License. Subject to and in accordance with the terms and conditions of this Agreement and further
<br />conditioned upon Customer’s payment of all Fees, Skydio grants to Customer:
<br />2.1 a limited, perpetual, non-exclusive, non-transferable (except as provided in Section 5 below
<br />titled “Transferability”) right and license to use the Base Software solely on Skydio
<br />Hardware;
<br />2.2 a limited, perpetual, non-exclusive, non-transferable right and license to download, install,
<br />execute and use Mobile Apps on Authorized Devices solely to operate Skydio Hardware in
<br />accordance with this Agreement;
<br />2.3 if Customer purchases an Advanced Software Package for the use of an Advanced
<br />Software, as specified in the Quote, a limited, non-exclusive, non-transferable right and
<br />license, during the Skydio License Term of the Advanced Software Package, to use the
<br />Advanced Software on Skydio Hardware that Customer purchases from Skydio solely to
<br />operate the Skydio Hardware in accordance with this Agreement (“Advanced Software
<br />License”); and
<br />2.4 a limited, non-exclusive, non-transferable right and license to install solely on Skydio
<br />Hardware any Updates to the Onboard Software, if and when provided by Skydio.
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<br />3 Additional License Terms. Additional License Terms. The license rights of Section 2 are limited
<br />to the United States, Canada and Japan.
<br />3.1 Unless otherwise specified in the applicable Quote, the Advanced Software License is
<br />granted on a per-unit basis and it may only be exercised with respect to the specific units
<br />of Skydio Hardware identified on the applicable Quote or, if the Quote does not specify
<br />such units, then with respect to no more than the total number of Skydio Hardware units
<br />authorized on the Quote, or if such total number of units is not specified on the Quote, then
<br />only with respect to one (1) single Skydio Hardware unit (“Authorized Units”).
<br />3.2 Rights under the Advanced Software License are not transferable between Authorized
<br />Units. When an Advanced Software License is exercised on a specific Authorized Unit (by
<br />unlocking, activating, accessing or using the Advanced Software on that Authorized Unit),
<br />such Advanced Software License, or any rights thereof, cannot be transferred to a different
<br />unit of Skydio Hardware, except: (i) if Skydio replaces an Authorized Unit pursuant to a
<br />warranty claim, Skydio shall transfer to the replacement Authorized Unit, the Advanced
<br />Software License of the inoperable unit that is being replaced, and (ii) if a particular
<br />Authorized Unit is rendered permanently inoperable, Skydio shall, upon Customer’s
<br />request, transfer the Advanced Software License rights to a replacement Authorized Unit,
<br />provided, however, that Skydio may condition such transfer on Customer returning to
<br />Skydio the remnants of the inoperable unit or other evidence of its inoperability.
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<br />4 Limitations and Restrictions. Except as otherwise expressly provided in this Agreement, the
<br />foregoing license grant excludes any right to, and Customer shall not (and shall not permit others
<br />to) do any of the following with respect to the Skydio Software: (i) license, sublicense, sell, resell,
<br />rent, lease, transfer, distribute, time share, operate as a service bureau, or otherwise make any of
<br />it available for access by third parties; (ii) disassemble, reverse engineer or decompile it; (iii) copy,
<br />create derivative works based on or otherwise modify it; (iv) remove or modify a copyright,
<br />trademark, logo or other proprietary rights notice or brand labeling in it; (v) use it to reproduce,
<br />distribute, display, transmit, or use material protected by copyright or other intellectual property
<br />right (including the rights of publicity or privacy) without first obtaining the permission of the owner;
<br />(vi) use it to create, use, send, store or run viruses or other harmful computer code, files, scripts,
<br />agents or other programs or otherwise engage, in a malicious act or disrupt its security, integrity or
<br />operation; (vii) install, execute or otherwise reproduce Onboard Software on any device other than
<br />the Skydio Hardware on which Skydio originally installed the Onboard Software; (viii) install any
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