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Master Services and Purchasing Agreement <br /> <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 37 of 49 <br />Skydio Software on any type of device not approved by Skydio; (ix) disable or otherwise circumvent <br />any technological measures in Skydio Software to limit its installation, use or access; (x) unlock, <br />activate, access or use an Advanced Software on any device other than as permitted under an <br />Advanced Software Package purchased by Customer; and (xi) publish or release any <br />benchmarking or performance data applicable to the Skydio Software. <br /> <br />5 Transferability. Subject to the terms and conditions of this Agreement, Customer may transfer the <br />Base Software, including any relevant Base Software license rights, only on a permanent basis and <br />as part of the sale or transfer of the Skydio Hardware on which the Base Software is loaded, <br />provided that Customer retains no copies of any version of the Skydio Software. With the exception <br />of the Base Software, Customer may not transfer any other Skydio Software or other Skydio <br />Software license rights granted herein to another person or entity without the express written <br />permission of Skydio, unless allowed by applicable law stating that transfer may not be restricted. <br /> <br />6 Evaluation License. Skydio may make certain Skydio Software available in object code form to <br />end users only for evaluation, training or other limited non-commercial purposes without charging <br />a Fee (“Evaluation License”). Where Skydio has provided an Evaluation License, all of the terms <br />of this Agreement shall apply except that (i) Customer’s license rights shall be limited to the <br />evaluation of that Skydio Software, (ii) Customer shall not be required to pay a Fee for the <br />evaluation of that Skydio Software and (iii) Skydio shall have the right to revoke the license to the <br />Skydio Software at any time and for any reason. <br /> <br />7 Updates. The terms and conditions of this Agreement shall apply to all Updates or additional <br />copies of the Skydio Software. Subject to the terms and conditions of this Agreement, including <br />Customer’s timely payment of all Fees due and owed to Skydio, Skydio wil l provide or make <br />available to Customer, during the Support Term, Updates for Base Software, Mobile Apps and any <br />Advanced Software that was enabled under the purchased Advanced Software Package on the <br />Authorized Units. Notwithstanding any other provision of this Agreement, Customer has no license <br />or right to use any Updates to the Advanced Software unless Customer holds a valid license to the <br />Advanced Software and has paid any required Fees for such Advanced Software. Updates are <br />solely provided on a “when-and-if-available” basis and as made generally available by Skydio to its <br />customers. Customer shall promptly install any Updates that Skydio designates as required for the <br />continued safe operation of Skydio Hardware or operation of any Advanced Software. <br /> <br />8 Proprietary Notices. Customer agrees to maintain and reproduce all copyright and other <br />proprietary notices on all copies, in any form, of the Skydio Software in the same form and manner <br />that such copyright and other proprietary notices are included on the Skydio Software. <br /> <br />9 Intellectual Property. Customer agrees that all worldwide patent, copyright and other intellectual <br />property rights in the Product, and all copies of the Software however made (including copies pre- <br />installed on the Skydio Hardware purchased by Customer) are the exclusive property of Skydio <br />and its suppliers. All Skydio Software is licensed to Customer, not sold. All rights not expressly <br />granted to Customer in this Agreement are reserved by Skydio and its suppliers. There are no <br />implied licenses under this Agreement. <br /> <br />10 Fees. Skydio reserves the right to suspend and/or terminate access to the Skydio Software if any <br />undisputed fees for Skydio Hardware or Software are past due. Such suspension or termination <br />shall not relieve Customer from its obligation to pay all undisputed amounts. <br /> <br />11 Third Party Software and Open Source Software. The Skydio Software may include third party <br />software, and open source software (“OSS”), and such software is provided under separate license <br />terms. <br />11.1 To the extent the licenses for any OSS requires Skydio to make available to Customer the <br />corresponding source code included in the Skydio Software, Customer may obtain a copy <br />of the applicable OSS source code by sending a written request to legal@skydio.com. The <br />          <br />