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DocuSign Envelope lD: 55885E9C-C664-43ED-90F6-9B8B271 5E28D
<br />AAXON
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<br />Master Services and Purchasing Agreement
<br />Package purchased hereunder.
<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.
<br />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: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;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;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 Sgftrare on Skydio Hardware that Customer purchases from Skydio solely to
<br />operate the Skydio Hardware in accordance with this Agreement ("Advanced Software
<br />License"); and2.4 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.
<br />Additional License Termp. Additional License Terms. The license rights of Section 2 are limited
<br />to the United States, Canada and Japan.3.{ Unless othenvise 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 uniti
<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").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 Uniti,
<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 />wananty 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.
<br />Limitalionp 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 noipermit others
<br />to) do any of the following with respect to the Skydio Sofhryare: (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 reprodule,
<br />distrib_ute, 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 ownei;
<br />(vi) use it to create, use, send, store or run viruses or other harmfulcomputer code, files, scripts,
<br />agents or otler programs or otherwise engage, in a malicious act or disrupt its security, integrity or
<br />operation; (vii) install, execute or otherwise reproduce Onboard Softrrvare on any device other than
<br />the Skydio Hardware on which Skydio originally installed the Onboard Softwaie; (viii) install any
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<br />I tue;
<br />Department:
<br />Serytces
<br />Legal
<br />Version: 12.0
<br />Release Datet tzl !8/2O2Q
<br />a no Furcnastng Agreement oefween Axon ano Agency
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