Please read these Terms and Conditions (the “Terms”) carefully because they govern your use of Ware’s inventory tracking service that uses drones to capture and analyze inventory data that is processed through Ware’s platform to create and provide insights to customers via the Ware online portal (collectively, the “Services”). References throughout these Terms to “Ware”, “us”, “we” and “our” will refer to Aegis Autonomy Corporation (dba Ware).

SECTION 1 - Agreement to the Terms
By using our Services, you agree to be bound by these Terms. If you do not agree to be bound by these Terms, do not use the Services and promptly return all equipment received by you to Ware. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

SECTION 2 - Services; Access and Use
a. Services
Subject to your compliance with these Terms, Ware hereby grants you a limited, non-exclusive, non-transferable (except in compliance with Section 8(f)), revocable right to use and access the Services made available to you during the Term (as defined below) in accordance with the Documentation (as defined below), solely for your internal business purposes at the locations set forth in an applicable order form or otherwise agreed electronically or in writing by you and Ware. For purposes of these Terms, the “Ware System” means, collectively, the Services, the Drone Kit and any applicable API.

b. API
Subject to your compliance with these Terms, and to the extent Ware provides you with access to its application programming interface (“API”), Ware hereby grants you a limited, non-exclusive, non-transferable (except in compliance with Section 8(f)) license to use and access the API during the Term in accordance with the Documentation, solely in connection with your use of the Services.

c. Drone Kit
Ware will deliver to you the number of drones, automated charging docks, and, if applicable, other specified hardware, computers and electronics (collectively, the “Drone Kit”) as may be set forth in an applicable order form or otherwise agreed electronically or in writing by you and Ware. Subject to your compliance with these Terms, Ware will lease the Drone Kit to you, during the Term, solely for your use with the Services in accordance with the Documentation. The Drone Kit will at all times remain the property of Ware and you will have no right, title or interest in or to the Drone Kit except as expressly set forth in these Terms.

d. Use Restrictions
You will not at any time and will not permit any person to, directly or indirectly: (i) use the Ware System in any manner beyond the scope of rights expressly granted in these Terms; (ii) modify or create derivative works of the Ware System or any accompanying documentation (“Documentation”), in whole or in part; (iii) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Ware System, in whole or in part; (iv) frame, mirror, sell, resell, rent or lease use of the Ware System to any other person, or otherwise allow any person to use the Ware System for any purpose other than for your benefit in accordance with these Terms; (v) use the Ware System or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) interfere with, or disrupt the integrity or performance of, the Ware System, or any data or content contained therein or transmitted thereby; (vii) access or search the Ware System (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than software or Services features provided by Ware for use expressly for such purposes; or (viii) use the Ware System, Documentation or any other Ware Confidential Information (as defined below) for benchmarking or competitive analysis with respect to competitive or related products or services, or to develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Ware System.

e. Care of the Drone Kit
You agree to maintain the Drone Kit in good condition and working order and to use the Drone Kit in accordance with the accompanying documentation. Upon delivery of Drone Kit, and until the Drone Kit is returned to Ware, you assume and will bear the risk of all loss or damage to the Drone Kit while in your possession, except for normal wear and tear as determined by Ware. You will promptly provide Ware with written notice of any damage to the Drone Kit during the Term.

f. Reservation of Rights
Subject to the limited rights expressly granted hereunder, Ware reserves and, as between the parties will solely own, the Ware IP and all rights, title and interest in and to the Ware IP. To the extent ownership of any rights in any Ware IP vests in you, such rights are hereby automatically assigned by you to Ware. “Ware IP” means the Ware System, the underlying software provided in conjunction with, or otherwise used to provide or power, the Ware System, all algorithms, interfaces, technology, databases, tools, know-how, processes and methods used to provide or deliver the Ware System, the Documentation, aggregate data generated by the Ware System, all improvements, modifications or enhancements to, or derivative works of, the foregoing (regardless of inventorship or authorship), and all intellectual property rights in and to any of the foregoing. No rights are granted to you hereunder (whether by implication, estoppel, exhaustion or otherwise) other than as expressly set forth herein.

g. Feedback
From time to time you or your employees, contractors, or representatives may provide Ware with suggestions, comments, feedback or the like with regard to the Ware System (collectively, “Feedback”). You hereby grant Ware a perpetual, irrevocable, royalty-free and fully-paid up license to use and exploit all Feedback in connection with Ware’s business purposes, including, without limitation, the testing, development, maintenance and improvement of the Ware System.

h. Cooperation
You will reasonably cooperate with Ware in connection with your use of the Ware System and as needed to facilitate the Services (whether provided remotely or on-site), which cooperation may include the connection of aspects of the Drone Kit to your local area network, and/or provision of access to your facilities as necessary for Ware to setup, configure, integrate and manage the Ware System and provide the Services to you.

SECTION 3 - Confidential Information
a.
As used herein, “Confidential Information” means any information that one party (the “Disclosing Party”) provides to the other party (the “Receiving Party”) in connection with these Terms, whether orally or in writing, that is designated as confidential or that reasonably should be considered to be confidential given the nature of the information and/or the circumstances of disclosure. For clarity, the Ware System and the Documentation will be deemed Confidential Information of Ware. However, Confidential Information will not include any information or materials that: (i) were, at the date of disclosure, or have subsequently become, generally known or available to the public through no act or failure to act by the Receiving Party; (ii) were rightfully known by the Receiving Party prior to receiving such information or materials from the Disclosing Party; (iii) are rightfully acquired by the Receiving Party from a third party who has the right to disclose such information or materials without breach of any confidentiality or non-use obligation to the Disclosing Party; or (iv) are independently developed by or for the Receiving Party without use of or access to any Confidential Information of the Disclosing Party.

b.
The Receiving Party will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except as necessary to perform its obligations or exercise its rights under these Terms; provided that Ware may use and modify your Confidential Information in deidentified form for purposes of developing and deriving aggregate data. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (i) to those employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform under these Terms and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in these Terms, or (ii) as such disclosure may be required by the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure.

c.
Each party's obligations of non-disclosure with regard to Confidential Information will expire five (5) years from the date first disclosed to the Receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of these Terms for as long as such Confidential Information remains subject to trade secret protection under applicable law.

d.
These Terms will constitute Confidential Information of each party but may be disclosed on a confidential basis to a party’s advisors, attorneys, actual or bona fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes.

SECTION 4 - Customer Materials and Data

a.
Ware acknowledges that, as between you and Ware and except as set forth in Section 4(b) and 4(c), you own and retain all right, title and interest in and to all of your data (the“Customer Data”).

b.
You hereby grant Ware a non-exclusive, worldwide, royalty-free right and license to use, host, reproduce, display, perform, modify the Customer Data solely for the purpose of operating, improving and providing the Ware System during the Term.

c.
Notwithstanding anything to the contrary, Ware shall have the right to collect and analyze data and other information, including images captured by the drones, relating to the provision and use of the Ware System and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), and Ware will be free, during and after the Term, to (i) use such data and information in de-identifiable and anonymized form to improve and enhance the Ware System and for other development, diagnostic and corrective purposes in connection with the Ware System and other Ware offerings, and (ii) transmit such data to a contracted third party service provider for the purposes of labeling it in order to develop machine learning and artificial intelligence models so that Ware can provide and improve the Ware System and perform its obligations herein. Ware will ensure that all third party service providers are bound by written confidentiality agreements and all data will be provided in de-identified and anonymized form and rendered inaccessible via time-limited access of seven (7) days, upon which any and all access to the data will expire.

d.
You represent and warrant that (i) you have obtained and will obtain and continue to have, during the Term, all necessary rights, authority and licenses for the access to and use of the Customer Data (including any personal data provided or otherwise collected pursuant to your privacy policy) as contemplated by these Terms and (ii) Ware’s use of the Customer Data in accordance with these Terms will not violate any applicable laws or regulations or cause a breach of any agreement or obligations between you and any third party.

SECTION 5 - Representations and Warranties; Disclaimer
a.
Each party hereby represents and warrants to the other party that: (i) it is duly organized, validly existing and in good standing under its jurisdiction of organization and has the right to enter into these Terms and (ii) the execution, delivery and performance of these Terms and the consummation of the transactions contemplated hereby are within the corporate powers of such party and have been duly authorized by all necessary corporate action on the part of such party, and constitute a valid and binding agreement of such party.

b.
EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WARE SYSTEM AND OTHER WARE IP ARE PROVIDED ON AN “AS IS” BASIS, AND WARE MAKES NO WARRANTIES OR REPRESENTATIONS TO YOU OR TO ANY OTHER PARTY REGARDING THE WARE SYSTEM OR ANY OTHER SERVICES OR MATERIALS PROVIDED HEREUNDER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WARE HEREBY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WARE HEREBY DISCLAIMS ANY WARRANTY THAT USE OF THE WARE SYSTEM WILL BE ERROR-FREE, BUG-FREE OR UNINTERRUPTED. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE WARE SYSTEM IS DONE AT YOUR SOLE RISK, YOU ASSUME ALL LIABILITY IN CONNECTION WITH YOUR USE OF THE WARE SYSTEM, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, WARE WILL HAVE NO LIABILITY TO YOU BASED ON YOUR USE OF THE WARE SYSTEM, INCLUDING, WITHOUT LIMITATION, IN THE EVENT OF ANY PERSONAL INJURY OR PROPERTY DAMAGE THAT MAY RESULT FROM YOUR USE OF THE WARE SYSTEM.

c.
Pass Through Warranty Ware makes available certain third-party products, including aspects of the Drone Kit, for use with the Services. Ware makes no representations or warranties with respect to any products manufactured by a third party. Ware will use commercially reasonable efforts to pass through all written warranties provided by Ware’s third-party suppliers with respect to any third-party products.

SECTION 6 - Limitations of Liability
a. Exclusion of Damages
EXCEPT FOR: (I) ANY INFRINGEMENT OR MISAPPROPRIATION BY ONE PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, OR (II) A PARTY’S BREACH OF SECTION 2(D), 3 OR 4(D), NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF INCOME, DATA, PROFITS, REVENUE OR BUSINESS INTERRUPTION, OR THE COST OF COVER OR SUBSTITUTE SERVICES OR OTHER ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE WARE SYSTEM OR THE PROVISION OF THE SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

b. Total Liability
IN NO EVENT WILL WARE’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THESE TERMS, THE WARE SYSTEM OR THE PROVISION OF THE SERVICES EXCEED FIVE THOUSAND DOLLARS ($5,000), WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED ON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

c. Basis of the Bargain
THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS OF LIABILITY IN THIS SECTION 6 ARE AN ESSENTIAL PART OF THE BASIS OF THE BARGAIN BETWEEN YOU AND WARE, AND WILL APPLY EVEN IF THE REMEDIES AVAILABLE HEREUNDER ARE FOUND TO FAIL THEIR ESSENTIAL PURPOSE.

SECTION 7 - Term and Termination
a. Term
The term begins on the effective date and expires at the end of the term specified in the relevant order form or otherwise agreed electronically or in writing by you and Ware (the“Term”).

b. Termination
Either party may terminate these Terms, with or without cause, by providing ten (10) days prior written notice to the other party. Ware may immediately terminate these Terms in the event that you breach these Terms.

c. Survival
This Section 7(c) and Sections 2(d), 2(g), 3, 4, 5, 6, 7(d), and 8 survive any termination or expiration of these Terms.

d. Effect of Termination
Upon expiration or termination of these Terms: (i) the rights granted pursuant to Section 2(a) and 2(b) will terminate; (ii) you will return or destroy, at Ware’s sole option, all Ware Confidential Information in your possession or control, including permanent removal of such Ware Confidential Information (consistent with customary industry practice for data destruction) from any storage devices or other hosting environments that are in your possession or under your control, and at Ware’s request, certify in writing to Ware that the Ware Confidential Information has been returned, destroyed or, in the case of electronic communications, deleted; and (iii) you will, at your own cost and without undue delay (and in any event within five (5) business days), return the Drone Kit to Ware. If you do not promptly return all Drone Kits in your possession or control to Ware, or if any Drone Kit is returned to Ware in a damaged or broken state, then Ware may invoice you for its fully-loaded costs and expenses to replace and/or repair such Drone Kits, which invoice will be paid by you within fifteen (15) business days after receipt thereof.

SECTION 8 - General
a. Entire Agreement
These Terms including any applicable order form(s) are the complete and exclusive agreement between the parties with respect to its subject matter and supersedes any and all prior or contemporaneous agreements, communications and understandings, both written and oral, with respect to its subject matter. Except as set forth in Section 8(m), these Terms may be amended or modified only by a written document executed by duly authorized representatives of the parties.

b. Notices
All notices required or permitted under these Terms will be in writing, will reference these Terms, and will be sent via email to Ware at info@getware.com. Any notices or other communications provided by Ware under these Terms will be sent to you via email to your designated email address or through the Services. For notices made by email, the date of receipt will be deemed the date on which such notice is transmitted.

c. Waiver
Either party’s failure to enforce any provision of these Terms will not constitute a waiver of future enforcement of that or any other provision. No waiver of any provision of these Terms will be effective unless it is in writing and signed by the party granting the waiver.

d. Severability
If any provision of these Terms is held invalid, illegal or unenforceable, that provision will be enforced to the maximum extent permitted by law, given the fundamental intentions of the parties, and the remaining provisions of these Terms will remain in full force and effect.

e. Governing Law; Jurisdiction
These Terms will be governed by and construed in accordance with the laws of the State of California without giving effect to any principles of conflict of laws that would lead to the application of the laws of another jurisdiction. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under these Terms will be brought exclusively in the federal or state courts located in San Francisco County, California and the parties irrevocably consent to the personal jurisdiction and venue therein.

f. Assignment
You may not assign or transfer these Terms, by operation of law or otherwise, without Ware’s prior written consent. Any attempt to assign or transfer these Terms without such consent will be void. Ware may freely assign or transfer these Terms without your consent. Subject to the foregoing, these Terms are binding upon and will inure to the benefit of each of the parties and their respective successors and permitted assigns.

g. Equitable Relief
Each party agrees that a breach or threatened breach by such party of any of its obligations under Section 3, or your breach of Section 2(d), would cause the other party irreparable harm and significant damages for which there may be no adequate remedy under law and that, in the event of such breach or threatened breach, the other party will have the right to seek immediate equitable relief, including a restraining order, an injunction, specific performance and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

h. Force Majeure
Neither party will be responsible for any failure or delay in the performance of its obligations (excluding payment obligations) under these Terms due to causes beyond its reasonable control, which may include, without limitation, labor disputes, strikes, lockouts, shortages of or inability to obtain energy, raw materials or supplies, denial of service or other malicious attacks, telecommunications failure or degradation, pandemics, epidemics, public health emergencies, governmental orders and acts (including government-imposed travel restrictions and quarantines), material changes in law, war, terrorism, riot, or acts of God.

i. Export Regulation
You will comply with all applicable federal laws, regulations and rules that prohibit or restrict the export or re-export of the Ware System or software, outside the United States (“Export Rules”), and will complete all undertakings required by Export Rules, including obtaining any necessary export license or other governmental approval.

j. U.S. Government End Users
The Ware System, software and Documentation are “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and other relevant government procurement regulations. Any use, duplication, or disclosure of the software or its documentation by or on behalf of the U.S. government is subject to restrictions as set forth in these Terms.

k. Relationship of the Parties
The relationship between the parties is that of independent contractors. Nothing in these Terms will be construed to establish any partnership, joint venture or agency relationship between the parties. Neither party will have the power or authority to bind the other or incur any obligations on the other’s behalf without the other party’s prior written consent.

l. No Third-Party Beneficiaries
No provision of these Terms is intended to confer any rights, benefits, remedies, obligations, or liabilities hereunder upon any person other than the parties and their respective successors and assigns.

m. Changes to these Terms
Ware may update the Terms from time to time in its sole discretion. If the Terms are updated, Ware will let you know by posting the updated Terms on the Ware online portal and/or may also send other communications. It’s important that you review the Terms whenever the Terms are updated, or you use the Services. If you continue to use the Services after Ware has posted updated Terms, it means that you accept and agree to the changes. If you do not agree to be bound by the changes, you may not use the Services anymore and must promptly return all equipment received by you to Ware.