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<br />First Amendment to the Purchase
<br />Agreement for Goods, Commodities,
<br />and Services
<br />Page 15 of 18
<br />REV: 04-09-26 LR
<br />Skydio as requested to perfect Skydio's security interests in such goods.
<br />10.5 Renewals
<br />Unless otherwise specified on the Order Form, upon expiration of the initial period, the Subscription Term will
<br />automatically renew for successive one year renewal periods at (a) the fees applicable to each such Subscription
<br />Term on the original Order Form (subject to an increase of up to 4% or the increase in the Consumer Price Index
<br />over the immediately preceding 12 months, at Skydio's discretion), or (b) the revised Annual List Price, if such a
<br />revision is provided by Skydio no less than sixty (60) days prior to expiration of the applicable Term. However,
<br />the Term shall not automatically renew if either party gives notice to the other of its intention not to renew at least
<br />thirty (30) days before the expiration of the applicable Term.
<br />11. Indemnification and Limitation of Liability
<br />11.1 Indemnification by Skydio
<br />Skydio at its expense will defend and settle any claim to the extent alleging that Customer's use of the Offerings,
<br />as permitted under this agreement, directly infringes any U.S. patent or U.S. copyright, and will pay any
<br />settlement or judgment to the extent based on such allegation, including payment of reasonable attorney fees
<br />and other costs of defense.
<br />(a)
<br />In order to make a claim under this Section, Customer must: (i) promptly notify Skydio in writing of the claim; (ii)
<br />grant Skydio sole control of the defense and settlement of the claim; and (iii) provide Skydio, at Customer's
<br />expense, with all assistance, information and authority reasonably required for the defense and settlement of the
<br />claim.
<br />(b)
<br />If in Skydio's reasonable judgment a claim appears likely, then Skydio may at its own election and expense: (i)
<br />procure for Customer the right to continue using the Offerings; (ii) modify the Offerings to avoid the claim,
<br />including by removing allegedly infringing functionality; or (iii) if procurement of the right of continued use or
<br />modifications to avoid infringement are not feasible without materially impairing the operation of the Offerings,
<br />either: (A) terminate any affected Subscription and refund on a pro rata basis fees (if any) prepaid for same based
<br />on the portion of the Subscription Term remaining at the time of such termination; and/or (B) terminate Customer's
<br />right to use any affected Products and (solely in the case of Hardware or perpetually-licensed Software) refund
<br />an amount equal to the any paid fees reduced by straight-line amortization over three (3) years from the date of
<br />invoice.
<br />(c)
<br />The remedy in this Section is Skydio's sole obligation and liability and Customer's exclusive remedy relating to
<br />any claim or allegation against Customer or others asserting intellectual property infringement or
<br />misappropriation. Skydio will have no obligation under this Section to defend or settle any claim to the extent: (i)
<br />the alleged infringement is based upon the combination of Offerings with third-party products, services, or data;
<br />(ii) based upon modifications of Offerings made at the request of Customer or by a party other than Skydio; (iii)
<br />misuse of the Offerings; (iv) Customer's failure to use the most recent version of Software provided by Skydio;
<br />or (v) in the case of an assertion of patent infringement, Skydio itself is not directly or indirectly infringing the
<br />patent through its sale to Customer of the accused Offerings.
<br />11.2 Indemnification by Customer
<br />If Customer is a non-governmental entity, Customer will indemnify and hold harmless Skydio against any
<br />damages, losses, liabilities, settlements, and expenses (including without limitation costs and attorneys' fees) in
<br />connection with any claim or action that arises from or relates to customer's breach of these Terms.
<br />11.3 LIMITATION OF LIABILITY
<br />EXCEPT FOR CLAIMS FOR INDEMNITY PURSUANT TO SECTION 11.1, NEITHER PARTY NOR ANY OF ITS
<br />LICENSORS, DISTRIBUTORS, INFORMATION PROVIDERS, AND OTHER SUPPLIERS AND THEIR
<br />OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, AFFILIATES, AND AGENTS SHALL HAVE ANY
<br />LIABILITY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, PUNITIVE, INDIRECT,
<br />CONSEQUENTIAL, OR INCIDENTAL DAMAGES OR FOR LOSS OF PROFITS, REVENUE, USE, OR DATA,
<br />ARISING FROM OR RELATING TO THIS AGREEMENT OR CUSTOMER'S USE OF OR INABILITY TO USE
<br />THE OFFERINGS, WHETHER IN CONTRACT, IN TORT (INCLUDING NEGLIGENCE), OR ARISING UNDER
<br />ANY OTHER LEGAL THEORY, EVEN IF THE FIRST PARTY IS AWARE OF OR HAS BEEN ADVISED OF THE
<br />POSSIBILITY OF SUCH DAMAGES.
<br />ATTY/AGR.2026/Amend. No.1/Axon Enterprise, Inc. (Axon Purchase Agreement Amendment) (Page 15 of 69)
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