END CUSTOMER AGREEMENT
Last Updated April 4, 2019

This End Customer Agreement (this “Agreement”) is the main agreement between Dedrone Holdings, Inc., a Delaware corporation having its principal place of business at 220 Sansome Street, 6th Floor, San Francisco, California 94104 (“Dedrone”) and the end customer and user of Dedrone’s products (“Customer”). If Customer registers for a free trial or Proof of Concept (POC), then this Agreement will also govern the free trial or POC.

By accepting this Agreement, including by executing an Order Form (as defined below) that references this Agreement, Customer agrees to the terms of this Agreement. If Customer and Dedrone have executed a written agreement governing Customer’s purchase and use of the Products (as defined below), then the terms of such signed agreement will govern and will supersede this Agreement.

This Agreement is effective as of the earlier of the date that Customer accepts the terms of this Agreement as indicated above or first accesses or uses any of the Products (the “Effective Date”). Dedrone reserves the right to modify or update the terms of this Agreement in its discretion, the effective date of which will be the earlier of (i) 30 days from the date of such update or modification and (ii) Customer’s continued use of the Products following such update. Dedrone and Customer hereby agree as follows.

1. DEFINITIONS
The definitions of certain capitalized terms used in this Agreement are set forth below. Others are defined in the body of the Agreement.
“Affiliate”means, with respect to an entity, any entity or person which directly or indirectly controls, is controlled by, or is under common control with that entity.
“Customer Data”has the meaning ascribed to it in Section 9.1, below.
“Dedrone Data” means data that Dedrone maintains regarding a wide variety of drones models and manufacturers in the marketplace (what Dedrone calls its “Drone DNA” feature), as well as usability information that Dedrone collects regarding the performance of the Software and Hardware, and any other information that Dedrone makes available to Customer by means of the Software.
“Documentation” means the written or online documentation regarding the Products made available by Dedrone.
“Hardware” means the Dedrone hardware products listed at https://www.dedrone.com/products/hardware/rf-sensors/overview that are set forth on a Purchase Order, and does not include any Third-Party Hardware (as defined below).
“License” has the meaning ascribed to it in Section 2.1.
“License Term” means the length of the License(s) set forth on the applicable Purchase Order.
“Products” means, collectively, the Software, Hardware, Documentation, and all modifications, updates, and upgrades thereto and derivative works thereof.
“Purchase Order”means each order document submitted to Dedrone by Customer (or a Partner), and accepted by Dedrone, indicating Customer’s (or Partner’s) firm commitment to purchase the Products and for the prices listed thereon. Each Purchase Order, when accepted by Dedrone, will be incorporated into this Agreement by reference.
“Sensor” means a radio frequency, video, radar or other hardware sensor for drone detection purchased by Customer from Dedrone or obtained from any 3rd party vendor.
“Service Level Agreement” means the Service Level Agreement attached hereto as Exhibit A, which defines availability of the Software when deployed as a SaaS solution hosted by Dedrone.
“Software”means (i) Dedrone’s proprietary drone-tracking software, known as DroneTracker, whether deployed on-premise or hosted by Dedrone as a cloud-based solution, (ii) Dedrone’s video analytics software (currently known as Analytics Server), and/or (iii) software and/or firmware deployed or installed on the Hardware or available for download and installation onto Customer’s Third-Party Hardware.
“Support”means the technical support services set forth on Exhibit B.
“Third-Party Hardware” means hardware products owned by Customer or purchased by Customer from third parties that are used by Customer in conjunction with the Software.
“Users”means individuals or entities that are authorized by Customer to use the Products.

2. LICENSE AND RESTRICTIONS
2.1 License. Subject to the terms of this Agreement, Dedrone grants Customer a royalty-free, nonexclusive, nontransferable, worldwide right during each License Term to download and/or use the Software, including the Dedrone Data, subject to the terms of this Agreement (the “License”). Customer must purchase a License to the Software for each unit of Hardware and/or Third-Party Hardware it uses with the Software. Accordingly, Customer may only use the Software with up to the number and type of Hardware and/or Third-Party Hardware units specified on the applicable Purchase Order, however Customer may authorize an unlimited number of Users to access and use the Software. If Customer purchases additional Licenses during a current License Term, the License Term of the new License(s) will be pro-rated to terminate at the end of the then-current License Term.

2.2 Restrictions. Customer will not: (i) use (or allow a third party to use) the Products in order to monitor the availability, security, performance, or functionality of the Products, or for any other benchmarking or competitive purposes without Dedrone’s express written consent; (ii) market, sublicense, resell, lease, loan, transfer, or otherwise commercially exploit the Products; (iii) modify, create derivative works, decompile, reverse engineer, attempt to gain access to the source code, or copy the Products or any of their components; or (iv) use the Products to conduct any fraudulent, malicious, or illegal activities or otherwise in contravention of any applicable laws or regulations (each of (i) through (iv), a “Prohibited Use”).

3. HARDWARE WARRANTIES; RETURNS
3.1 General. Dedrone represents to the original purchaser of the Hardware that for a period of one year from the date of shipment to the location specified on the Purchase Order, the Hardware will be substantially free of defects in materials and workmanship (the “Limited Warranty”).

3.2 Remedies. Customer’s sole and exclusive remedy and Dedrone’s (and its suppliers’ and licensors') sole and exclusive liability for a breach of the Limited Warranty will be, in Dedrone’s sole discretion, commercially reasonable efforts to repair or replace the non-conforming Hardware. Repair or replacement may be made with a new or refurbished product or components.  If the Hardware or a component within it is no longer available, then Dedrone may replace the Hardware unit with a similar product of similar function.  Any Hardware unit that has been repaired or replaced under the Limited Warranty will be covered by the terms of the Limited Warranty for the longer of (a) ninety (90) days from the date of the delivery or the repaired Hardware unit or its replacement, or (b) the remainder of the original one-year Limited Warranty period.  

3.3 Returns. To request a return under the Limited Warranty, Customer must notify Dedrone within the Limited Warranty period. To initiate a return, Customer must send a return request to Dedrone at support@dedrone.com and clearly state details on where and when Customer purchased the Hardware, the serial numbers of the applicable Hardware unit(s), Customer’s reason for returning the Hardware, and Customer’s name, mailing address, email address, and daytime phone number. If approved in Dedrone’s sole discretion, Dedrone will provide Customer with a Return Materials Authorization (“RMA”) and prepaid shipping label via email that must be included with Customer’s return shipment to Dedrone. Customer must return the Hardware unit(s) listed in the RMA with all included accessories with the RMA within the 14 days following the day on which Dedrone issued the RMA. Dedrone will either repair or replace the Hardware in its sole discretion. Notwithstanding the foregoing, if Customer purchased the Product a reseller, Customer may contact its reseller to arrange for the return.

4. DEDRONE OBLIGATIONS
4.1 General. Dedrone is responsible for providing the Products in conformance with this Agreement, the Purchase Order(s), and applicable Documentation.

4.2 Availability. Dedrone uses its best efforts to ensure that the Software it hosts as a cloud-based solution is available in accordance with the terms of the Service Level Agreement, which sets forth Customer’s remedies for any interruptions in the availability of the Software.
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4.3 Support. If Customer experiences any errors, bugs, or other issues in its use of the Products, then Dedrone will provide Support in order to resolve the issue or provide a suitable workaround. The fee for Support is included in the cost of the License. In order to ensure efficient communication, Customer will designate no more than three representatives to contact Dedrone’s Support team (the “Customer Support Contacts”). As part of Dedrone’s delivery of Support and training, Customer understands that Dedrone may access and use Customer's account at its request.

5. CUSTOMER OBLIGATIONS
5.1 Compliance. Customer will use the Products only in accordance with applicable specifications (the “Specifications”) and in compliance with all applicable laws, including the export laws and regulations of the United States or any other country. Customer will ensure that none of the Products are directly or indirectly exported, re-exported, or used to provide services in violation of such export laws and regulations. Dedrone reserves the right to suspend use of any Products operating in violation of such laws, following written notice to Customer (in the form of an email). If Customer uses a radio jammer, or any other controlled device, in connection with the Software, Customer represents to Dedrone that it is authorized to do so by the relevant authorities, that it will do so only in accordance with such authorization, and it will provide supporting documentation regarding such authorization upon request. Dedrone does not sell or lease, or offer for sale or lease, or import, ship, or distribute for such purposes, any hardware other than the Hardware. Customer may be required to obtain legal authorization before any purchase or use of hardware sold by third parties.

5.2 Computing Environment. Customer is responsible for the maintenance and security of its own network and computing environment that it uses to host and/or access the Products and for ensuring that any Third-Party Hardware meets the necessary specifications for use with the Software.

6. TERM AND TERMINATION
6.1 Term. The term of this Agreement will commence on the Effective Date and will continue for a period of three years (the “Initial Term”), regardless of whether Customer has any active Licenses to the Products. Thereafter this Agreement will automatically renew for successive one-year periods (each a “Renewal Term” and together with the Initial Term, the “Term”) unless either party provides 60 days prior written notice of its intent not to renew the then-current Term.

6.2 Termination for Cause. Either party may terminate this Agreement or any License Term for cause (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of the 30-day period, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

6.3 Effect of Termination. If Dedrone terminates this Agreement or any License Term in accordance with Section 6.2, then Customer will pay Dedrone any unpaid fees covering the License Term up until the date of termination. If Customer terminates this Agreement or any License Term in accordance with Section 6.2, then Dedrone will refund Customer a pro rata portion of any prepaid fees allocable to the remaining License Term. Upon termination or expiration of this Agreement for any reason, Dedrone will, upon written request, provide Customer with an export of all Customer Data within 30 days of the date of termination or expiration.

6.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Sections 8; 9; 10; 13; and 14.

7. FEES AND SHIPPING
7.1 Fees. If Customer purchases the Products directly from Dedrone, then Customer will pay the fees for the Products set forth on the applicable Purchase Order. Any terms included by Customer on a Purchase Order that conflict with the terms of this Agreement will not be binding on Dedrone. Following acceptance of the Purchase Order, and shipment of the Products, Dedrone will submit an invoice to Customer for the Products, and payment will be due 30 days from the date of the invoice (the “Due Date”). All Hardware will be shipped FCA, unless specified otherwise, with ownership passing at the point of shipment, to the location specified on the Purchase Order. If Customer purchases the Products from a reseller or other channel partner of Dedrone, then all payment and shipping terms will be as agreed between Customer and such partner.

7.2 Overdue Charges. If any undisputed, invoiced amount is not received by Dedrone by the Due Date, then (i) those charges may accrue late interest at the rate of 3.0% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, and (ii) Dedrone may condition the purchase of future Products on receipt of payment for previous Product and/or payment terms shorter than those specified on the previous Purchase Order.

7.3 Taxes. The fees payable hereunder are exclusive of any sales taxes (unless included on the invoice), or similar governmental sales tax type assessments, excluding any income or franchise taxes on Dedrone (collectively, “Taxes”) with respect to the Products provided to Customer. Customer is solely responsible for paying all Taxes associated with or arising from this Agreement and shall indemnify, hold harmless and reimburse Dedrone for all Taxes paid or payable by, demanded from, or assessed upon Dedrone.

8. CONFIDENTIALITY
8.1 Confidential Information. Except as explicitly excluded below, any information of a confidential or proprietary nature provided by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) constitutes the Disclosing Party’s confidential and proprietary information (“Confidential Information”). Dedrone’s Confidential Information includes the Products and any information conveyed to Customer in connection with Support. Customer’s Confidential Information includes Customer Data. Confidential Information does not include information which is (i) already known by the receiving party without an obligation of confidentiality other than pursuant to this Agreement; (ii) publicly known or becomes publicly known through no unauthorized act of the Receiving Party; (iii) rightfully received from a third party without a confidentiality obligation to the Disclosing Party; or (iv) independently developed by the Receiving Party without access to the Disclosing Party’s Confidential Information.

8.2 Confidentiality Obligations. Each party will use the Confidential Information of the other party only as necessary to perform its obligations under this Agreement, will not disclose the Confidential Information to any third party, and will protect the confidentiality of the Disclosing Party’s Confidential Information with the same standard of care as the Receiving Party uses or would use to protect its own Confidential Information, but in no event will the Receiving Party use less than a reasonable standard of care. Notwithstanding the foregoing, the Receiving Party may share the other party’s Confidential Information with those of its employees, agents and representatives who have a need to know such information and who are bound by confidentiality obligations at least as restrictive as those contained herein (each, a “Representative”). Each party shall be responsible for any breach of confidentiality by any of its Representatives.

8.3 Additional Exclusions. A Receiving Party will not violate its confidentiality obligations if it discloses the Disclosing Party’s Confidential Information if required by applicable laws, including by court subpoena or similar instrument so long as the Receiving Party provides the Disclosing Party with written notice of the required disclosure so as to allow the Disclosing Party to contest or seek to limit the disclosure or obtain a protective order. If no protective order or other remedy is obtained, the Receiving Party will furnish only that portion of the Confidential Information that is legally required, and agrees to exercise reasonable efforts to ensure that confidential treatment will be accorded to the Confidential Information so disclosed.

9. DATA PROTECTION
9.1 Customer Data. If Customer purchases a subscription to the cloud-based version of the Software, Customer will transfer a limited amount of information to Dedrone, consisting exclusively (i) information generated by each Sensor deployed by Customer, including information related to the date, time, and duration of the detection of the drone, as well as the locations of the detected drones and remote controls and of the Sensor itself (collectively, “Sensor Data”), (ii) video recording of the detected drones, including flight path ("Video Data"), and (iii) User login information, including name, email, username, and password (collectively, “User Data” and together with Sensor Data and Video Data, “Customer Data”). Dedrone uses Customer Data exclusively for the purpose of providing the Products to Customer, and Customer grants Dedrone a limited license during the License Term to use Customer Data to do so.

9.2 Security. Dedrone maintains industry standard physical, technical, and administrative safeguards (the “Security Measures”) in order to protect Customer Data.

9.3 No Access. Except for the Customer Data, Dedrone does not (and will not) collect, process, store, or otherwise have access to any information or data, including personal information, about Users, Customer’s network, or users of Customer’s products or services.

10. OWNERSHIP
10.1 Dedrone Property. Dedrone owns and retains all right, title, and interest in and to the Dedrone Data, the Software, and all intellectual property embodied in the Hardware. Except for the limited license granted to Customer in Section 2.1, Dedrone does not by means of this Agreement or otherwise transfer any rights in the Products to Customer, and Customer will take no action inconsistent with Dedrone’s intellectual property rights in the Products.

10.2 Customer Property. Customer owns and retains all right, title, and interest in and to the Customer Data and does not by means this Agreement or otherwise transfer any rights in the Customer Data to Dedrone, except for the limited license set forth in Section 9.1.

INSURANCE
11.1 Dedrone will maintain in full force and effect during the term of this Agreement:
(a) Commercial general liability insurance on an occurrence basis for bodily injury, death, property damage, and personal injury, with coverage limits of not less than $1 million per occurrence and $2 million general aggregate for bodily injury and property damage;
(b) Auto liability insurance covering hired vehicles, with coverage limits of not less than $1 million per occurrence for bodily injury and property damage;
(c) Worker’s compensation insurance as required by law in the state where the Services will be performed, including employer’s liability coverage for injury, disease and death, with coverage limits of not less than $2 million per accident and employee;
(d) Umbrella liability insurance for limits of not less than $15 million per occurrence and in the aggregate; and
(e)Technology Errors & Omissions and Cyber-risk on claims-made form, for limits of not less than $2 million annual aggregate covering loss resulting from acts, errors or omissions in the rendering of the Products, or from data damage, destruction, or corruption, including unauthorized access, unauthorized use, virus transmission, denial of service, and violation of privacy from network security failures in connection with the Products. Coverage will be maintained for a period of no less than three years following termination of this Agreement.

11.2 Insurance carriers will be rated A-VII or better by A.M. Best Provider. Dedrone’s Commercial General Liability coverage will be considered primary without right of contribution of Customer’s insurance policies.  In no event will the foregoing coverage limits limit Dedrone’s contractual liability for indemnification or any other liability of Dedrone under this Agreement.

12. INDEMNIFICATION
12.1 By Dedrone. Dedrone will indemnify, defend, and hold Customer, its Affiliates, and their respective owners, directors, members, officers, and employees (collectively, “Customer Indemnitees”) harmless from and against any claim, action, demand, suit or proceeding (each, a “Claim”) made or brought by a third party against any of the Customer Indemnitees alleging that Customer’s use of the Products infringes or misappropriates any patent, trademark, copyright, or any other intellectual property of such third party. Dedrone will pay any damages finally awarded against any Customer Indemnitees by a court of competent jurisdiction as a result of any such Claim, or any final settlement of such Claim, so long as Customer (i) gives Dedrone prompt written notice of the Claim, (ii) gives Dedrone sole control of the defense and settlement of the Claim (provided that Dedrone may not settle any Claim without the Customer Indemnitee’s written consent, which will not be unreasonably withheld), and (iii) provides to Dedrone all reasonable assistance, at Dedrone’s request and expense. If Customer’s right to use the Products hereunder is, or in Dedrone’s opinion is likely to be, enjoined as the result of a Claim, then Dedrone may, at Dedrone’s sole option and expense procure for Customer the right to continue using the Products under the terms of this Agreement, or replace or modify the Products so as to be non-infringing and substantially equivalent in function to the claimed infringing or enjoined Products. Dedrone will have no indemnification obligations under this Section 12.1 to the extent that a Claim is based on or arises from: (a) use of the Products in a manner other than as expressly permitted in this Agreement; (b) any alteration or modification of the Products except as expressly authorized by Dedrone; (c) the combination of the Products with any other software, product, or services (to the extent that the alleged infringement arises from such combination); or (d) where the Claim arises out of specifications provided by Customer. This Section 12.1 sets forth Dedrone’s sole and exclusive liability, and Customer’s exclusive remedies, for any Claim of infringement or misappropriation of intellectual property.

12.2 By Customer. Customer will indemnify, defend, and hold harmless Dedrone, its Affiliates, and their respective owners, directors, members, officers, and employees (together, the “Dedrone Indemnitees”) from and against any Claim related to (a) Customer’s or a User’s engaging in a Prohibited Use, and (b) any and all acts or omissions of its Users. Customer will pay any settlement of and any damages finally awarded against any Dedrone Indemnitee by a court of competent jurisdiction as a result of any such Claim so long as Dedrone (i) gives Customer prompt written notice of the Claim, (ii) gives Customer sole control of the defense and settlement of the Claim (provided that Customer may not settle any Claim without Dedrone’s prior written consent which will not be unreasonably withheld), and (iii) provides to Customer all reasonable assistance, at Customer’s request and expense.

13. LIMITATIONS OF LIABILITY
13.1 Disclaimer. EXCEPT FOR THE WARRANTIES EXPLICITLY SET FORTH IN THIS AGREEMENT, DEDRONE MAKES NO WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE PRODUCTS OR THIRD-PARTY HARDWARE, OR ANY MATERIALS OR SERVICES FURNISHED OR PROVIDED TO CUSTOMER IN CONNECTION WITH THIS AGREEMENT, INCLUDING UPDATES OR SUPPORT.  WITHOUT LIMITING THE FOREGOING, DEDRONE HEREBY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR TITLE.  DEDRONE DOES NOT WARRANT THAT THE PRODUCTS WILL MEET CUSTOMER’S NEEDS OR EXPECTATIONS, THAT USE OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED.  

13.2 Limitation of Liability. EACH PARTY HERETO AGREES THAT WITH THE EXCEPTION OF THE INDEMNIFICATION OBLIGATIONS UNDER SECTION 12, THE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8, AND ABSENT GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF THE OTHER PARTY (COLLECTIVELY, “EXCLUDED CLAIMS”), NEITHER THE OTHER PARTY NOR ITS AFFILIATES NOR THE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES OF ANY OF THEM WILL BE LIABLE TO SUCH PARTY FOR ANY INCIDENTAL, INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, THAT MAY ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF THE OTHER PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OR COSTS OCCURRING AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

13.3 Liability Cap. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, IN NO EVENT WILL THE COLLECTIVE LIABILITY OF EITHER PARTY, OR THEIR RESPECTIVE AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS AND REPRESENTATIVES, TO THE OTHER PARTY FOR ANY AND ALL DAMAGES, INJURIES, AND LOSSES ARISING FROM ANY AND ALL CLAIMS AND CAUSES OF ACTION ARISING OUT OF, BASED ON, RESULTING FROM, OR IN ANY WAY RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO DEDRONE UNDER THIS AGREEMENT DURING THE 24-MONTH PERIOD PRECEDING THE DATE OF THE CLAIM. IN THE CASE OF EXCLUDED CLAIMS, SUCH LIMIT WILL BE EQUAL TO THREE TIMES THE TOTAL AMOUNT PAID BY CUSTOMER TO DEDRONE UNDER THIS AGREEMENT DURING THE TERM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THE LIMITATION OF MONEY DAMAGES WHICH WILL BE THE CLAIMANT’S SOLE AND EXCLUSIVE REMEDY.

14. MISCELLANEOUS
This Agreement is the entire agreement between Customer and Dedrone and supersedes all prior agreements and understandings concerning the subject matter hereof and may not be amended or modified except by a writing signed by authorized personnel by both parties. Customer and Dedrone are independent contractors, and this Agreement will not establish any relationship of partnership, joint venture, or agency between Customer and Dedrone. Failure to exercise any right under this Agreement will not constitute a waiver. There are no third-party beneficiaries to this Agreement. This Agreement is governed by the laws of California without reference to conflicts of law rules. For any dispute relating to this Agreement, the Parties consent to personal jurisdiction and the exclusive venue of the courts in San Francisco County, California. Any notice provided by one party to the other under this Agreement will be in writing and sent either (i) by overnight courier or certified mail (receipt requested), in the case of Customer to Customer’s address on record in Dedrone’s account information and in the case of Dedrone, to the address listed above, or (ii) by electronic mail to Customer’s email address on record in Dedrone’s account information or to Dedrone at support@dedrone.com. If any provision of this Agreement is found unenforceable, the Agreement will be construed as if such provision had not been included. Neither party may assign this Agreement without the prior, written consent of the other party, except that either party may assign this Agreement without such consent in connection with an acquisition of the assigning party or a sale of all or substantially all of its assets. This Agreement may be executed in two or more counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Facsimile or other electronic copies of such signed copies will be deemed to be binding originals.

EXHIBIT A
SERVICE LEVEL AGREEMENT
1. Definitions. For purposes of this Service Level Agreement, the following terms have the meaning ascribed to each term below:
“Emergency Downtime” means such time as the Software is offline due to a short-term emergency condition.
“Downtime” means if Customer is unable to access the Software by means of a web browser and/or API as a result of failure(s) in the Software or architecture, as confirmed by Dedrone, except in the case of Excused Downtime.
“Excused Downtime” means any downtime that is Maintenance Downtime or Emergency Downtime.
“Maintenance Downtime” means such time as the Software is offline or unavailable for regularly scheduled system maintenance or migration of customer data.
“Monthly Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in a calendar month, divided by the total number of minutes in a calendar month. 
“Service Credit” means the number of days that Dedrone will add to the end of the applicable License Term, at no charge to Customer.

Service Level Warranty.
During the Term, the Software will be operational and available to Customer at least 99.9% of the time in any calendar month (the “Service Level Warranty”).  If the Monthly Uptime Percentage does not meet the Service Level Warranty in any calendar month, and if Customer meets its obligations under this Agreement, then Customer will be eligible to receive Service Credit as follows:

Uptime: < 99.9% - ≥99.0% Days Credited: 3
Uptime: < 99.0% - ≥95.0% Days Credited: 7
Uptime: ≤ 95.0% Days Credited: 15


3. Customer Must Request Service Credit. 
In order to receive Service Credit, Customer must notify Dedrone (at support@dedrone.com) within 30 days from the time Customer becomes eligible to receive a Service Credit under the terms of this Agreement.  Failure to comply with this requirement will forfeit Customer’s right to receive Service Credit.
4. Maximum Service Credit. The aggregate maximum amount of Service Credit to be issued by Dedrone to Customer for all Downtime that occurs in a single calendar month will not exceed 15 days.  Service Credit may not be exchanged for, or converted into, monetary amounts.
5. Exclusions.  The Service Level Warranty does not apply to any performance issues that (i) are caused by riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, earthquakes, or any other causes that are beyond Dedrone’s reasonable control (including any problems beyond the demarcation point of Dedrone’s hosting infrastructure) so long as Dedrone uses commercially reasonable efforts to mitigate the effects of such force majeure, (ii) resulted from Customer’s equipment or third party equipment or service (e.g. Customer’s internet connection), or both, or (iii) resulted from Customer’s violation of the Agreement.
6. Exclusive Remedy.  This Agreement sets forth Customer’s sole and exclusive remedy for any failure by Dedrone to meet the Service Level Warranty.

EXHIBIT B
SUPPORT TERMS
This Support Services Exhibit sets forth the terms on which Dedrone provides technical support (“Support”) to Customer (the “Support Terms”).

1. Definitions
“Error” means a failure of the Products to conform to the published specifications, resulting in the inability to use, or material restriction in the use of, the Products.
“Escalation” means the process by which Dedrone will work continuously, and at multiple levels of its organization, to resolve an Error if not resolved within the specified Resolution Time set forth in Section 4, below
“Start Time” means the time at which Dedrone first becomes aware of an Error during Dedrone’s regular business hours, following initiation of a Support case by Customer in accordance with Sections 2 and 3, below.

2. General. During a License Term, Dedrone will provide the Support described in these Support Terms during normal business hours (8am – 5pm), both Eastern Time and CET/CEST.

3. Contacts. The Customer Support Contacts may initiate a Support case by emailing support@dedrone.com. Emergency cases must be opened via phone. Customer may initiate an unlimited number of Support cases.

4. Priority Levels and Timeframes. Dedrone will establish the Priority Level of an Error and the corresponding Support case in its sole discretion and will use its best efforts to adhere to the Response Times and Resolution Times set forth below during the hours set forth in Section 2, above. If an Error is not addressed within the Resolution Time set forth below, Dedrone will commence an Escalation.

5. Conditions, Exclusions, and Termination.
(a) Conditions. Dedrone’s obligation to provide Support is conditioned upon the following: (i) Customer makes reasonable efforts to solve the Error after consulting with Dedrone; (ii) Customer provides Dedrone with sufficient information and resources to correct the Error, as well as any and all assistance reasonably requested by Dedrone; and (iii) Customer procures, installs, and maintains all equipment, telephone lines, communication interfaces and other hardware necessary to access and operate the Products.
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(b) Exclusions. Dedrone is not obligated to provide Support in the following situations: (i) the problem is caused by Customer’s negligence, hardware malfunction, or other causes beyond the reasonable control of Dedrone; or (ii) the problem is with third party software not licensed through Dedrone.
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(c) Termination. Dedrone reserves the right to conclude its performance of a Support case when, in its reasonable discretion, Dedrone determines that it has provided a satisfactory resolution or workaround to the Error.