AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 1
AGREEMENT FOR UNMANNED AIR SUPPORT AS A SERVICE (UASaaS) PROGRAM
FOR DRONE RESPONSE SERVICES
This Agreement for Unmanned Air Support as a Service (UASaaS) Program for Drone Response Services (“Agreement”) is entered into on March 6, 2024 (“Effective Date”), by and between Aerodome, Inc., a Delaware corporation having its principal place of business at 56 Crosby St, NY, NY 10011 (“Aerodome”) and City of Hawthorne, a California municipal corporation and general law city (“Customer”).
RECITALS
WHEREAS, Customer has determined that it is in the interests of public safety for it to have the ability to utilize unmanned drones during crisis incidents, public emergencies, and in certain public safety operations, to the extent permitted by law;
WHEREAS, Aerodome is in the business of providing unmanned drone services and equipment; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Customer and Aerodome agree as follows:
1. DEFINED TERMS
Capitalized terms used in this Agreement have the meanings set forth in this Section 1, or as defined elsewhere in this Agreement.
1.1 “Authorized Users” means any user of the Aerodome Products, Documentation, and/or Equipment with the explicit, implicit, or tacit authorization of Customer.
1.2 “Confidential Information” has the meaning set forth in Section 18 (Confidential Information) of this Agreement.
1.3 “Documentation” means any documents, information, directions, explanations, or material, concerning the Equipment and/or the Aerodome Products, produced by or for Aerodome, for the use of the Equipment and/or Aerodome Software, in whatever form, and including without limitation the Specifications.
1.4 “Equipment” has the meaning set forth in Section 2.1 of this Agreement.
1.5 “Intellectual Property Rights” means all intellectual property and proprietary rights anywhere in the world under the laws of any state, country, territory, and/or other jurisdiction, as may now exist or hereafter come into existence, whether statutory, common law, or otherwise, including without limitation any and all patent rights (including patent applications and disclosures), copyright rights, trade secret rights, moral rights, know-how, database rights, mask work rights, rights of publicity, Marks (whether registered or unregistered), and all goodwill relating to the foregoing and any and all applications therefore and registrations, renewals, and extensions thereof. “Mark” means any trademark, trade name, trade dress, service mark, corporate name, design, logo, device, domain name, and/or other indicator of the source or origin of any product or service.
1.6 “Aerodome Products” means the Aerodome Software and the Aerodome Website Portal.
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1.7 “Aerodome Proposal” means the form of document attached as the Aerodome Proposal, and incorporated herein by reference, and which document, when executed by both parties hereto, shall form a part of this Agreement and be subject to the terms hereof.
1.8 “Aerodome Software” means the primary software licensed to allow users to interface with the drone, view the live stream, and send commands to the drone during active situations.
1.9 “Specifications” means those standards by which the Equipment and Aerodome Products must be operated, as set forth in Schedule B attached hereto and incorporated herein by reference.
1.10 “Unmanned Air Support as a Service Fees” has the meaning set forth in Section 6 (Prices and Fees) of this Agreement.
1.11 “Website” means the websites of Aerodome, Inc., the primary web page URL of which is https://www.aerodome.com/.
2. UNMANNED AIR SUPPORT A SERVICE SALE
2.1 Lease of Equipment. Aerodome shall lease to Customer the unmanned systems and related equipment described in the Aerodome Proposal (the “Equipment”) at the price described in the Aerodome Proposal upon the terms and conditions set forth in this Agreement. Aerodome maintains ownership of all the Equipment. Each year, as specified in the Aerodome Proposal, the Customer will be provided with a designated number of batteries set forth in the Aerodome Proposal. Customer may purchase replacement Equipment (e.g., battery replacement prior to 500 cycles, hardware damaged due to Customer’s error, etc.) at Aerodome’s then current list price, which will be made available to Customer upon request.
2.2 Licenses to Aerodome Software and Aerodome Website Portal. Subject to the terms and conditions hereof and compliance therewith, Aerodome hereby grants to Customer, during the term of this Agreement, a limited, non-exclusive, revocable, non-sublicensable, and non-transferable license to use the Aerodome Software, solely as installed in the Equipment (in the number of copies equal to one per drone, as such number of drones is set forth in Aerodome Proposal, and as such Equipment is delivered to Customer in accordance with Section 2 above, solely on Customer’s premises at the address set forth in the preamble hereto, and solely for Customer’s internal business purposes). Subject to the terms and conditions hereof and compliance therewith, Aerodome grants to Customer a limited, nonexclusive, revocable, non-transferable, non-sublicensable right during the Term to access and use the Aerodome Website Portal by means of login functionality located on the Aerodome Websites.
2.3 FAA Regulatory Waivers. Aerodome will acquire and transfer any FAA regulatory waivers obtained for the Customer to the appropriate Customer account. Following its receipt of such documents, the Customer shall own these documents and Aerodome shall bear no liability for these documents. Aerodome will assist the customer in renewing them during the term of the agreement. The operations used to acquire the waivers is Confidential Information per Section 18 below and cannot be shared without the express permission of Aerodome.
2.4 Delivery. Aerodome shall make the Equipment available to Customer at Customer’s address set forth in the Aerodome Proposal. Transportation and use of the Equipment after delivery at the Delivery Point shall be entirely at Customer's own risk and expense. In the event that Customer disassembles the Equipment to facilitate transportation, Aerodome shall bear no responsibility for reassembly of the Equipment. If for any reason Customer fails to accept delivery of the Equipment by the date fixed pursuant to Aerodome's notice stating that the Equipment is available at the Delivery Point, or if Aerodome is unable to make the Equipment available at the Delivery Point within a reasonable time DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 3
after the Delivery Date owing to any act or omission of Customer or its representatives, including without limitation the failure to provide appropriate instructions, documents, licenses, or authorizations: (i) Customer shall bear the risk of loss to the Equipment; (ii) the Equipment shall be deemed to have been delivered; and (iii) Aerodome, at its option, may store the Equipment until collected by Customer, whereupon Customer shall be liable for all related costs and expenses (including, without limitation, storage and insurance).
2.5 Pilot Services. Upon Customer’s request, Aerodome will make available an employee or independent contractor pilot (each a “Pilot”) available to Customer for purposes of operating the Equipment (hereafter the “Pilot Services”). The Pilot Services shall be considered part of the “Services” (as defined below). When operating the Equipment, the Pilot shall comply with the reasonable requests of Customer. Such Pilot Services may be used for up to forty (40) hours per week during the Term. Customer’s use of the Pilot Services shall not alleviate any of Customer’s obligations set forth herein. Customer shall provide Pilots with a safe working environment when on Customer’s premises.
3. LOSS AND DAMAGE OF LEASED EQUIPMENT
Customer assumes and shall bear the entire risk of loss, damage to, theft or destruction of, all leased equipment, from any cause other than loss or damage as a result of malfunctions or defects wholly outside the control of Customer. LOSS OR DAMAGE TO THE EQUIPMENT, OR ANY PART OF IT, SHALL NOT RELIEVE CUSTOMER OF ANY OBLIGATION UNDER THIS LEASE AGREEMENT.
Customer’s obligations with respect to this Section 3 shall commence upon delivery of the equipment.
Customer agrees to immediately notify Aerodome of any accident or event of loss or damage involving the equipment. The notification shall include any information as may be pertinent to Aerodome's investigation of such accident, loss, or damage, or which Customer may reasonably require.
4. USE RESTRICTIONS
4.1 Protection of Equipment. Customer acknowledges and agrees that the design, construction, and internal components, and other elements, of the Equipment provided under this Agreement are Confidential Information (and may include valuable trade secrets) and, as such, is protected under the terms of this Agreement. Disclosure of such would cause Aerodome irreparable injury and damage. To ensure the protection of such information, Customer acknowledges that it is a reasonable precaution not to, and Customer agrees not to, open or disassemble or reverse engineer the Equipment, nor any piece or component thereof, nor to otherwise investigate the internal components and operations of any of the Equipment. Customer agrees to use reasonable precautions to protect the Equipment from theft, inspection, investigation, discovery of the Equipment’s components, design, construction, and/or other elements, and any unauthorized use.
4.2 Use Restrictions. During the Term hereof, Customer shall not use the Equipment, Aerodome Products, and/or Documentation for any purposes except as set forth in this Agreement. Without limiting the foregoing and except as otherwise expressly set forth in this Agreement, Customer shall not at any time, directly or indirectly: (i) copy, modify, or create derivative works of the Aerodome Products and/or Documentation, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Aerodome Products and/or Documentation; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Aerodome Products and/or Documentation, in whole or in part; (iv) reverse engineer, disassemble, or gain access to the interior components of the Aerodome Products and/or Documentation; (v) remove any proprietary notices from the Aerodome Products and/or Documentation; (vi) use the Aerodome Products and/or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 4
violates any Intellectual Property Right or other right of any person, or that violates any applicable law; or (vii) build a product or service that is competitive with Aerodome Products. Customer is responsible and liable for all uses of the Aerodome Products and/or Documentation resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Customer is responsible for all acts and omissions of Authorized Users, and any act or omission by an Authorized User that would constitute a breach of this Agreement if taken by Customer will be deemed a breach of this Agreement by Customer.
5. PREPARATION SERVICES
Aerodome agrees to provide the services set forth in Schedule A, attached hereto and incorporated herein (the “Services”). Customer agrees to cooperate and abide by the requirements and standards, as set forth in such Schedule A and in this Agreement.
6. UNMANNED AIR SUPPORT AS A SERVICE FEES
6.1 Unmanned Air Support as a Service Price. The Aerodome Proposal dictates the equipment, software, personnel, and services and the entire services corresponding fee. Buyer shall pay the Unmanned Air Support as a Service Price by wire transfer or check in immediately available $USD funds using the wire transfer instructions provided by Aerodome on the Aerodome Proposal.
6.2 Payment Terms. Except as expressly set forth in this Agreement, the prices and fees set forth herein are non-refundable and non-cancelable, and Aerodome reserves the right to charge interest on such prices and fees and other amounts due or payable hereunder that are not paid within fifteen (15) days of the earlier of when they were due or payable, or when they were invoiced, at a rate of one and one-half percent (1.5%) per month, or the highest rate permitted by applicable law, whichever is less, plus all expenses of collection. Buyer shall reimburse Seller for all costs incurred in collecting any late payments, including, without limitation, reasonable attorneys' fees.
6.3 Taxes. The Unmanned Air Support as a Service Prices are as set forth in the Aerodome Proposal. Customer shall be responsible for all such charges, costs, and taxes based on the purchase of the same hereunder, provided that Customer shall not be responsible for any taxes imposed on, or with respect to, Aerodome's income, revenues, gross receipts, personnel, or real or personal property or other assets, or other taxes or fees imposed on Aerodome as necessary for Aerodome to operate in the jurisdiction(s) necessary to provide products and services to Customer. If Customer is a tax exempt organization, it shall provide Aerodome a valid exemption certificate upon execution of this Agreement.
7. TERM
The term of this Agreement commences on the Effective Date of this Agreement and continues for the Term set forth in the Aerodome Proposal, or until otherwise terminated as provided under this Agreement (the “Term”). As the end of the Term, the parties may renew this Agreement upon mutual agreement. On expiration or termination of the Agreement, all licenses provided hereunder by Aerodome shall immediately expire.
8. TERMINATION
8.1 Termination for Cause. In addition to any remedies that may be provided in this Agreement, either Party may terminate this Agreement with immediate effect upon written notice to the other Party, if: (i) Customer fails to pay any amount when due under this Agreement, and such failure continues for thirty (30) days after Customer's receipt of written notice of nonpayment; (ii) Customer or DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 5
Aerodome is in material breach of this Agreement, and such breach continues for sixty (60) days after the breaching Party’s receipt of written notice of breach. Provided however that the breaching Party has the right to cure the breach within the 60-day period, except in the case of non-payment; (iii) Customer or Aerodome becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors; or (iv) there are no then-active Proposals.
8.2 Post-termination. Following any termination, expiration, or cancellation of this Agreement or the licenses granted herein: (i) immediately upon receipt of Aerodome’s instructions, Customer will destroy or send to Aerodome (at Customer’s expense) all copies of the Aerodome Software and the Documentation; (ii) Customer’s rights to continue to use the Aerodome Products and Documentation shall immediately cease; (iii) all of Aerodome’s obligations hereunder shall cease; (iv) all Equipment will be returned to Aerodome at the address provided at that time. As needed to accomplish the return and/or destruction of the Aerodome Software, Aerodome may, in its sole discretion and at Customer’s expense, provide services to assist Customer.
8.3 Survival. Upon termination or expiration of this Agreement, Sections 13-20 of this Agreement will survive and continue in full force and effect. This includes, but is not limited to, provisions related to confidentiality, indemnification, and limitation of liability. The termination of this Agreement for any reason will not release either Party from any obligations incurred prior to termination of this Agreement or that thereafter may accrue in respect of any act or omission prior to such termination.
9. LIMITED WARRANTY
Aerodome warrants that during the applicable Proposal Term (“warranty period”), the Equipment and Aerodome Products (including all modifications, updates, and upgrades thereto) obtained pursuant to such Aerodome Proposal, when installed, operated, and used as recommended in the documentation (including the specifications) and in accordance with the terms of this agreement will perform substantially in accordance with the documentation. Such limited warranty set forth above shall only apply if Customer (i) notifies Aerodome in writing of the warranty breach before the expiration of the Warranty Period; (ii) has promptly installed all updates, upgrades, and/or maintenance releases previously made available by Aerodome; and (iii) as of the date of notification, is in compliance with all terms and conditions of this Agreement (including the payment of all prices and fees then due and owing). Furthermore, such warranty as forth above shall not apply to the extent that the alleged breach and/or infringement arises and/or results from: (i) combination, operation, or use of the Equipment and/or Aerodome Products in or with, any technology (including any software, hardware, firmware, system, or network) or service not provided by Aerodome or specified for Customer’s use in the Documentation, unless otherwise expressly permitted by Aerodome in writing; (ii) modification of the Equipment and Aerodome Products other than: (a) by Aerodome in connection with this Agreement; or (b) with Aerodome's express written authorization and in strict accordance with its written directions and specifications; (c) use of any version of the Equipment and/or Aerodome Products other than the most current version or failure to timely implement any modification, update, and/or replacement of such made available by Aerodome; (d) negligence, abuse, misapplication, or misuse of the Equipment and/or Aerodome Products or Documentation; (e) use of the Equipment, Aerodome Products, and/or Documentation by or on behalf of Customer that is outside the purpose, scope, or manner of use authorized by this Agreement or in any manner contrary to the Documentation or Aerodome's instructions; (f) events or circumstances outside of Aerodome's commercially reasonable control (including any third-party hardware, software, or system bugs, defects, or malfunctions); and/or (iii) Open source components or other third-party materials.
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10. WEBSITE SERVICE LEVEL
Aerodome will use commercially reasonable efforts to ensure the accessibility of the Aerodome Website Portal and to ensure that updates to the foregoing shall not degrade its functionality, capabilities, or features. Aerodome will, to the extent practicable, give Customer advance notice prior to initiating an unplanned maintenance operation, and such notice shall indicate the estimated timing of such unplanned maintenance operation.
11. DISCLAIMER
NO WARRANTY SHALL APPLY TO (I) DEFECTS, ERRORS, DAMAGES, OR LOSS RESULTING FROM CORRECTIONS, REPAIRS OR SERVICE NECESSITATED BY CUSTOMER’S OR USER’S SYSTEM, COMPUTERS, SERVERS, AND/OR OTHER EQUIPMENT OR ITS USE; (II) ANY ACT OR OMISSION BY ANYONE OTHER THAN CUSTOMER; (III) POWER SHORTAGES, IRREGULARITIES, BUGS, GLITCHES, INACCURACIES, OR FAILURES; (IV) MODIFICATIONS OF THE EQUIPMENT AND AERODOME PRODUCTS BY ANYONE OTHER THAN AERODOME; OR (V) ANY OTHER CAUSE BEYOND AERODOME’S CONTROL.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 9 (WARRANTIES) HEREOF,
THE EQUIPMENT, AERODOME SOFTWARE, AERODOME PRODUCTS, DOCUMENTATION,
SERVICES, AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED TO CUSTOMER "AS IS" AND "WITH ALL FAULTS." EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 10 (LIMITED WARRANTY) HEREOF AND WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMER SET OUT IN THE FIRST SENTENCE OF THIS SECTION 12, AERODOME MAKES
NO REPRESENTATION OR WARRANTY OR PROMISE WHATSOEVER WITH RESPECT TO THE
EQUIPMENT, AERODOME PRODUCTS, AND/OR THE SERVICES AND HEREBY DISCLAIMS
ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, STATUTORY (INCLUDING WITHOUT
LIMITATION ALL UCC STATUTES), OR OTHERWISE, INCLUDING ANY (A) WARRANTY OF MERCHANTABILITY; (B) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (C) WARRANTY OF TITLE; (D) WARRANTY AGAINST INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS OF A THIRD PARTY; WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, OR OTHERWISE.
EXCEPT AS MAY BE EXPRESSLY PROVIDED IN SECTION 10 (LIMITED WARRANTY)
HEREOF, AERODOME DOES NOT WARRANT THAT THE AERODOME SOFTWARE AND/OR
AERODOME PRODUCTS ARE FREE FROM ERROR OR HARMFUL CODE AND/OR WILL RUN
PROPERLY ON, AND/OR INTEROPERATE WITH, ALL HARDWARE AND/OR OPERATING
SYSTEMS, THAT SUCH WILL MEET THE REQUIREMENTS OF CUSTOMER, OR OPERATE IN
THE COMBINATIONS WHICH MAY BE SELECTED FOR USE BY CUSTOMER OR ANY USER OR
THAT THE OPERATIONS OF SUCH WILL BE UNINTERRUPTED OR ERROR FREE OR THAT IT IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION.
AERODOME SHALL NOT BE LIABLE WHATSOEVER FOR DAMAGES CAUSED BY OR
ARISING FROM DEFECTS OR MALFUNCTIONS STEMMING FROM DRONES MANUFACTURED BY THIRD PARTIES AND LEASED VIA AERODOME. CUSTOMER’S SOLE REMEDY IN SUCH
INSTANCE IS LIMITED TO REPLACEMENT OR REPAIR OF THE DEFECTIVE EQUIPMENT IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
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12. LIMITATION ON LIABILITY
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL
EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR
CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, OR ANY
OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS
AGREEMENT (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR
SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE
LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT
DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO AERODOME HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER.
13. INDEMNIFICATION
13.1 Intellectual Property. Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any third-party claim that (i) the Customer’s use of the Aerodome Product (in the case of Customer as Indemnitor), or (ii) the Aerodome Product (in the case of Aerodome as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense).
The foregoing obligations of Aerodome do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Aerodome (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Aerodome, (iv) combined with other products, processes or materials not provided by Aerodome (where the alleged Losses arise from or relate to such combination), (v) where Aeorodome continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.
13.2 Negligence. To the fullest extent provided by law, each party (“Indemnitor”) shall indemnify, hold harmless, and defend the other party, its officers, employees, elected and appointed officials, and volunteers (“Indemnitee”) from and against any and all claims and losses, costs or expenses for any damage resulting in death or injury to any person and/or injury or damage to any property resulting from any negligent act or omission of any of Indemnitor’s officers, employees, agents, or subcontractors.
Such cost and expense shall include reasonable attorney fees.
13.3 No Fault. In the event of Equipment failure or an accident due to an act of nature, external events, or other circumstances beyond the control of either party (including but not limited to bird strikes), each party shall bear its own costs and losses, and neither party shall be obliged to indemnify the other.
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14. INTELLECTUAL PROPERTY
14.1 Intellectual Property Rights. Customer acknowledges and agrees that Aerodome and its licensors and suppliers retain and own all rights, title, and interests in and to the following, and in and to all Intellectual Property Rights therein: (i) the Aerodome Website, Aerodome Products, Aerodome Software, Aerodome Website Portal, Aerodome Services, and any and all other services and products related thereto; (ii) the components and any and all other materials, content, data and/or information provided and/or made available by Aerodome in connection with any of the foregoing (but excluding content and/or data provided exclusively by Customer); all know-how and proprietary design and configuration of the Equipment; and (iii) any and all configurations, derivative works, developments, modifications, adaptations, changes, alterations, edits, conversions, improvements and/or the like made to, arising out of, and/or resulting from any of the foregoing. All rights not expressly granted under this Agreement, are reserved to Aerodome and its licensors and suppliers, and there are no implied rights. Under no circumstances will anything in this Agreement be construed as granting, by implication, estoppel, or otherwise, a right or license to any party’s Intellectual Property Rights or proprietary technology other than in strict accordance with the terms of this Agreement. Customers, its Authorized Users, and all other Users acknowledge and agree that Aerodome and its licensors, suppliers, vendors, and/or its third party vendors own all right, title, and interest in and to all Intellectual Property Rights in and to any suggestions, enhancement requests, feedback, or recommendations (“Feedback”) provided by Customers, Authorized Users, and/or all other Users relating to the Aerodome Products, Equipment, and Aerodome Services, without any limitations, restrictions, and/or requirement of compensation, including without limitation all unpatented inventions, patent applications, patents, design rights, copyrights, Marks, know-how, and other trade secret rights, and all other Intellectual Property Rights, derivatives or improvements thereof.
Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Aerodome notwithstanding anything else. Customer shall, and hereby does, grant to Aerodome a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Aerodome’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Customer may develop, produce, market, or distribute.
15. DATA.
For purposes of this Agreement, “Customer Data” means any data, information or other material provided, uploaded, or submitted by Customer to Aerodome in the course of using the Aerodome Products.
Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer Data does not include data collected by Aerodome via hardware not expressly described as Equipment, including without limitation Aerodome’s radar and radio frequency sensors. Such Aerodome data shall be Aerodome’s Confidential Information. Customer, not Aerodome, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. Aerodome shall use commercially reasonable efforts to maintain the security and integrity of the Customer Data. Aerodome is not responsible to Customer for unauthorized access to Customer Data or the unauthorized use of the Aerodome Products unless such access is due to Aerodome’s gross negligence or willful misconduct. Customer is responsible for the use of the Aerodome Products by any person to whom Customer has given access to the Service, even if Customer did not authorize such use. Customer agrees and acknowledges that Customer Data may be irretrievably deleted if Customer’s account is ninety (90) days or more delinquent.
Notwithstanding anything to the contrary, Customer acknowledges and agrees that Aerodome may (i) internally use and modify (but not disclose) Customer Data for the purposes of (A) providing the Aerodome Products to Customer and (B) generating Aggregated Anonymous Data. “Aggregated DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 9
Anonymous Data” means data submitted to, collected by, or generated by Aerodrome in connection with Customer’s use of the Aerodome Products or any services hereunder, but only in aggregate, anonymized form which can in no way be linked specifically to Customer. Aerodome may freely use Aggregated Anonymous Data for purposes of improving, testing, operating, and promoting Aerodome’s products and services utilized by Customer and for statistical purposes (as combined with other anonymous data).
Such Aggregated Anonymous Data may specifically include but is not limited to flight logs and flight history, telemetry data and logs, fleet information including drone serial numbers and models, connected device information including radar data concerning the surrounding airspace. Aerodome may use photographs or videos solely for internal research and development purposes, unless Customer provides written authorization for other uses, such as demonstration or marketing, in each case subject to applicable laws. At no point will Aerodome use Aggregated Anonymous Data or any other data obtained from Client to train a machine learning model or develop an AI product without express permission from Client, such permission not to be unreasonably withheld, conditioned or delayed.
Customer agrees that it will not share, sell, transfer, or many available any data generated by the Aerodome Products, including Aggregated Anonymous Data to which it may have access, to any third party without the prior express written consent of Aerodome.
16. COMPLIANCE.
Customer agrees to comply with applicable laws, rules, and regulations with respect to the ownership, possessions, and operation of the Equipment.
The Aerodome Products, Equipment, and all services provided hereunder are subject to all applicable export control laws and regulations, including without limitation those of the United States Government. Customer and Authorized Users agree not to directly or indirectly export, re-export, divert, release, provide access to, transfer or disclose such, or any derivative thereof, to any prohibited or restricted destination, end-use or end-users or to anyone who requires a United States export license or other license, except in accordance with all relevant export control laws and regulations which may require it to obtain necessary licenses, approvals or permissions from the appropriate U.S. governmental authority and all required foreign authorities prior to undertaking such activities.
17. DISPUTE RESOLUTION
In the event of any dispute, claim, question, or disagreement arising from or relating to this Agreement or the breach thereof, the parties hereto shall use their best efforts to settle such disputes, claims, questions, or disagreement. To this effect, the parties shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties.
18. CONFIDENTIAL INFORMATION.
18.1 Definition. “Confidential Information” means any information in any form related to this Agreement, its execution, and its purposes disclosed by a party (the “Discloser”), or disclosed on behalf of such party by its affiliates or representatives, to the other party (the “Recipient”). This includes without limitation any trade secrets, technology, technical data, source code, object code, software, inventions, know-how, and information that Discloser considers and treats as confidential or proprietary, or that a reasonable person would believe is confidential or proprietary based on the nature of the information and the circumstances of disclosure. Confidential Information does not include information that (i) at the time of disclosure, is available to the general public, (ii) becomes available to the general DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 10 public through no fault of Recipient, (iii) is received by Recipient at any time from a third party without breach of a non-disclosure or confidentiality obligation to Discloser, (iv) is known to Recipient at the time of disclosure, as demonstrated by documentary evidence, (v) is developed independently by Recipient without access to any of Discloser’s Confidential Information, or (vi) is approved for disclosure by prior written permission of Disclosure or a corporate officer of Discloser, including without limitation pursuant to the terms of this Agreement.
18.2 Restrictions. Recipient shall use Discloser’s Confidential Information solely for the purposes of performing its obligations and exercising its rights under this Agreement (the "Purpose").
Except as explicitly permitted in this Agreement, Recipient shall not disclose to any third party any of Discloser’s Confidential Information that is obtained directly or indirectly from Discloser or its affiliates or representatives, regardless of whether such third party is a partner, contractor, affiliate, or another party related to the Recipient. Recipient may only disclose the Confidential Information of Discloser to its representatives who need to know it to fulfill the Purpose and are bound by confidentiality obligations comparable to those set forth herein. Recipient must inform any such representative of the confidential nature of the information and cause the representative to comply with the terms of this Agreement as if it were the Recipient. Recipient will be liable for any breach of this Agreement by any such representative.
Recipient will exercise the same degree of care toward the Confidential Information as Recipient exercises toward its own confidential information, but not less than reasonable care. Recipient agrees to take all reasonable steps to protect the secrecy of, and avoid disclosure or use of, the Discloser’s Confidential Information in order to prevent it from falling into the public domain or possession of unauthorized persons.
Recipient agrees to immediately notify Discloser in writing of any use and/or disclosure in violation of this Agreement. Each party, however, may disclose Confidential Information of the other pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the disclosing party gives reasonable notice to the other party to contest such order or requirement. Recipient acknowledges and agrees that any such breach or threatened breach of these terms of confidentiality may cause irreparable injury to Discloser so that, in addition to any other remedies available, Discloser may seek injunctive relief against the threatened or actual breach. Without limiting the generality of the foregoing, Recipient shall continue to protect the Confidential Information of Discloser indefinitely, as it relates to trade secrets contained in the Equipment and/or Aerodome Products.
19. GENERAL.
19.1 Assignment and Change in Control. Customer may not assign this Agreement without Aerodome’s prior written consent. Aerodome may freely transfer and/or assign this Agreement without limitation or restriction however Aerodome must give notice of the transfer and/or assignment once the terms of such an agreement is finalized, and it is legal permitted to do so. Customer may terminate the agreement thirty days (30) after receiving notice of transfer and/or assignment, except in the case of an assignment due to a change in control of Aerodome, provided however, that the assignee fully accepts all obligations and liability under this Agreement. Subject to the foregoing, this Agreement shall be fully binding upon, inure to the benefit of, and be enforceable by, the Parties hereto and their respective, permitted successors and assigns.
19.2 Governing Law. The validity of this Agreement, the enforcement of their terms, and the interpretation of the rights and duties of the parties shall be governed by the laws of the State of California. In the event of litigation between the parties, venue in state trial courts shall lie exclusively in the County of Los Angeles.
19.3 Electronic Signatures; Headings. The parties agree that signatures required by this Agreement may be in electronic form. The captions, headings, and/or titles used in this Agreement are inserted for convenience only and shall not affect the meaning or interpretation of this Agreement.
DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 11
19.4 Severability. If for any reason a court of competent jurisdiction or arbitration panel finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in full force and effect.
19.5 Waiver; Cumulative Rights. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision. Except where otherwise specified, the rights and remedies granted to a party under this Agreement are cumulative and in addition to, and not in lieu of, any other rights or remedies which the party may possess at law or in equity.
19.6 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
Either party may change its address for notices under this Agreement by giving written notice to the other party by the means specified in this paragraph.
19.7 Amendment. This Agreement may not be supplemented, amended, and/or modified at any time unless the parties hereto execute a written instrument that (i) must be in a mutually agreed upon written or electronic format, (ii) must be clearly designated as an amendment, addendum, or modification, and (iii) must be signed by an authorized representative of each party. The Parties stipulate and agree that an exchange or series of written or electronic correspondences shall not be deemed to be such a written instrument, for supplemental, amendment or modification purposes.
19.8 No Third-Party Beneficiaries. This Agreement is intended for the benefit of the parties hereto, and those specifically referenced herein, and their respective successors and permitted assigns, and is not for the benefit of, nor may any provision hereof be enforced by, any other person.
19.9 Entire Agreement. This Agreement contains the complete understanding and agreement of the parties and supersede all prior or contemporaneous agreements or understandings, oral or written, relating to the subject matter herein. Any waiver, modification, or amendment of any provision of this Agreement will be effective only if in writing and signed by duly authorized representatives of the parties.
19.10 Relationship of the Parties. The relationship between the Parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, franchise, business opportunity, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever.
19.11 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond their reasonable control and occurring without their fault or negligence, including, but not limited to, acts of God, acts of government, civil unrest, natural disasters, epidemic, pandemic, war, or fires ("Force Majeure Event"). In the event of any such Force Majeure Event, the affected party shall give prompt written notice to the other party and shall use commercially reasonable efforts to promptly mitigate any resultant delay in performance of this Agreement.
Any period of Force Majeure Event shall not be included in the computation of any time period specified in any provision of this Agreement. Further, either party may terminate this Agreement DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 12 without liability to the other if a Force Majeure Event continues substantially uninterrupted for a period of sixty (60) days or more, with written notice to the other party.
Provided however, that if a party is reasonably able to continue its performance under the Agreement in a manner that is not significantly detrimental, despite the occurrence of a Force Majeure Event, such party shall continue to comply with its obligations under this Agreement.
The party claiming relief under the force majeure clause must demonstrate that they took all reasonable steps to mitigate or avoid the force majeure event and its consequences, and must notify the other party as soon as possible of the force majeure event and the steps taken to mitigate or avoid it. (Signature page follows)
DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the Effective Date by their duly authorized representatives.
AERODOME INC.
By:
Name:
Title:
CUSTOMER
By:
Name:
Title:
DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 Chief Executive Officer
Rahul Sidhu
AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 14
SCHEDULE A
SERVICES
Aerodome makes no warranties regarding the efficacy of the trainings detailed below.
1. AIRWORTHINESS TRAINING
Aerodome will make commercially reasonable efforts to provide training for the Customer to maintain the airworthiness of its drones, including compliance-related trainings. .
Customer shall be responsible for ensuring that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable Federal Aviation Administration regulations and that all have the necessary skill required to perform their duties. After completion of training, Customer shall be responsible for maintaining the airworthiness of drones and ensuring operations are in line with all applicable laws and regulations.
The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
2. FLIGHT TRAINING
Aerodome will provide FAA BVLOS waivers and train Customer on compliance matters related to such waivers. Aerodome will start with one deployment location at a time, and work their way up to the agreed upon number of deployment locations for all UAS. As part of the BVLOS process, Aerodome will provide training materials to the Customer to certify all employees of the Customer’s choosing as Visual Observers (VOs) to help aid in BVLOS operations.
Aerodome will provide training to officers on how to download Aerodome Software and use it. This will consist of:
● Showing how to access Aerodome on their respective internet devices ● Showing how to view a live stream through the application ● Showing how to control the drone using the application ● Showing how to report problems if they come across them on the application The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
3. EQUIPMENT TRAINING
There will also be training for the Customer to use the Equipment. This training will consist of:
● Going over the maintenance list for the drone, and how to maintain airworthiness DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 15 ● Teaching how to fly the drone autonomously using Aerodome Software ● Teaching how to fly the drone manually using the remote controller The training will be conducted via both online and in-person methods, as agreed upon by both parties. The frequency and duration of training will be mutually decided and scheduled to the convenience of the Customer.
4. DEPLOYMENT SUPPORT
Aerodome will teach Customer how to dispatch the Hardware using the Software for 911 calls.
Only personnel authorized by Customer may have access to the Live Stream from the drone. They will also be taught on how to use Aerodome’s software to view said stream on any internet-connected device.
Authorized personnel may have access to the Aerodome Software, which can convey the current status of the drone, and how to tell the drone to conduct additional maneuvers if needed.
All operations will be conducted by a Pilot in Command (PIC), who will be an FAA-certified pilot, and have manual override control of the drone to prevent malfunctions. Customer will provide the PICs needed to sustain this program.
Aerodome will assist in drafting a Standard Operating Procedure (SOP) as well as department policies regarding access, deployments, privacy, and community engagement.
Aerodome will ensure correct implementation of each Aerodome station and its included equipment which may or may not include the aircraft, on-prem servers, charging dock installations, radars, and more.
DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470 AGREEMENT FOR PROGRAM FOR DRONE RESPONSE SERVICES PG 16
SCHEDULE B
SPECIFICATIONS
Customer must abide by the following standards:
Operational:
● Per FAA regulations, and without the necessary waiver, a minimum of one pilot is required to operate each drone
● Work with Aerodome to get BVLOS waivers for the city to fully use Aerodome’s product and services.
● Train members of the city to be VOs so that the Customer can have FAA-compliant and safe BVLOS operations (Aerodome will provide training material if needed). ● If Customer wants to connect Aerodome’s software to their Computer Aided Dispatch (CAD) system, Customer will provide access to said CAD system at no cost to Aerodome to location information and other pertinent information about calls-for-service as they are placed. ● Aerodome will provide their Aerodome software interface to command the Equipment, and allow authorized users for controls.
● Customer must independently access and store any personal information about calls-for-services other than their location and the type of response (police, fire, or EMS) they prompted.
Customer shall be responsible to integrate with CAD software to pull location information and call type information of every call-for-service that the Customer decides the drone should be deployed to, so long as there are no monetary charges to Aerodome for said integration.
DocuSign Envelope ID: E4250674-16EB-4550-9FFF-DC1AC9F3D470