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DocuSign Envelope lD: 55B85E9C-C664-43ED-90F6-988B2715E28D <br />AAXCN Master Services and Purchasing Agreement <br />22 <br />23 <br />24 <br />Skydio, lnc. <br />1 14 Hazel Avo., <br />Redwood City, CA 94061 <br />leoalCDskvdio.com <br />25 <br />26 <br />Advanced Software Package purchased herunder, the support services consistin g of: (a) providing <br />Customer's named Administrators (defined below) with consultation in E nglish, via telephone and <br />email, during Skydio's normal business hours (9AM to SPM PST) to assist in using the Advanced <br />Software licensed under the Advanced Software Package; and (b)making reasonable etforts to <br />correct any critical enor in the Advanced Software that causes the Advanced Software to be <br />inoperable ("Error"), all in accordance with Skydio's support policies published on its Website, as <br />updated from time to time. Errors do not include, and Skydio has no obligation to correct, <br />malfunctions caused in whole or in part by modification of Software, the operation of third-party <br />products or the integration of Software with or into third-party products, improper installation of the <br />Advanced Software or other Software, or the use of Software other than in accordance with the <br />applicable specifications provided by Skydio. Support is only available for the current and single <br />prior major release of Advanced Software. No other services are included under this Agreement. <br />Administrators. Customer shall designate up to three (3) of its employees to administer the <br />Services on its behalf and serve as points of contact in communicating with us, as set forth in the <br />applicable Confirmation or as otherwise agreed by the parties in writing ("Administratorc"). lf a <br />person named as an Administrator leaves Custome/s employ, Customer may designate another <br />one of its employees to serve as Administrator to replace the departing employee. <br />lndemnification. Skydio will indemnify Customer's officers, directors, and employees ("Gustomer <br />lndemnitees") against all claims, demands, losses, and reasonable expenses arising out of a third- <br />par$ claim against an Customer lndemnitee resulting from any negligent act, error or omission, or <br />willful misconduct by Skydio under this Agreement, except to the extent of Customer's negligence <br />or willful misconduct, or claims under workers compensation. <br />lP lndemnification. Skydio will indemnify Customer lndemnitees against all claims, losses, and <br />reasonable expenses from any third-party claim alleging that the use of Skydio Products or services <br />infringes or misappropriates the third-party's intellectual property rights. Customer must promptly <br />provide Skydio with written notice of such claim, tender to Skydio the defense or settlement of such <br />claim at Skydio's expense and cooperate fully with Skydio in the defense or settlement of such <br />claim. Skydio's lP indemnification obligations do not apply to claims based on (a) modification of <br />Skydio Products or services by Customer or a third-party not approved by Skydio; (b) use of Skydio <br />Products and services in combination with hardware or services not approved by Skydio; (c) use <br />of Skydio Products and services other than as permitted in this Agreement; or (d) use of Skydio <br />Software that is not the most current release provided by Skydio. <br />Gustomer Resoonsibilities. Customer is responsible for (a) Customer's use of Skydio Products; <br />(b) breach of this Agreement or violation of applicable law by Customer or a Custome/s authorized <br />end user; and (c) a dispute between Customer and a third-party over Custome/s use of Skydio <br />Products. <br />Exoort Sales and Exoort Controls. Customer acknowledges that the Skydio Products, services <br />and technology are subject to export controls under the laws and regulations of the United States <br />(U.S.) Customer shall comply with such laws and regulations governing use, export, re-export, and <br />transfer of Skydio Products, services and technology and shall obtain all required U.S. and local <br />authorizations, permits, or licenses. Skydio and Customer each agree to provide the other such <br />information and assistance as may reasonably be required by the other in connection with securing <br />such authorizations and licenses, and to take timely action to obtain all required supporting <br />documentation. <br />Copyright @ 2021 Skydio, lnc. <br />SKYDIO is a lrademark and service mark of Skydio, lnc. Visit Skydlo's Web Site at www.skydio.com <br />Tltle: Master <br />Department: Legal <br />servlces and Purchasing Agreement <br />Version: 12.0 <br />Relea se Dalei t2l I8/2O2O <br />Derween AXon and Agenry <br />Page 40 of49