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<br />First Amendment to the Purchase
<br />Agreement for Goods, Commodities,
<br />and Services
<br />Page 17 of 18
<br />REV: 04-09-26 LR
<br />state, and any claim by a party may be brought in any state or federal court of competent jurisdiction located in
<br />Santa Clara County, California. If Customer is a state or local governmental entity ("State Customer"), then
<br />Customer's state law will apply and any claim arising under this agreement may be brought in the state or federal
<br />courts located in Customer's state. If Customer is a federal governmental entity, United States federal law will
<br />apply and any claim may be brought in any federal court. The United Nations Convention on Contracts for the
<br />International Sale of Goods does not apply to this agreement.
<br />13.5 Export Control
<br />Customer acknowledges that certain of Skydio's Offerings, or Confidential Information may be subject to US
<br />export control laws and regulations, which include, but are not limited to, the Export Administration Regulations.
<br />Customer represents that: (a) Customer is and has always been in compliance with all Laws administered by the
<br />U.S. Department of the Treasury's Office of Foreign Assets Control imposing economic sanctions and trade
<br />embargoes ("Economic Sanctions Laws") against designated countries, regimes, entities, and persons
<br />(collectively, "Embargoed Party"); and (b) Customer is not an Embargoed Party or otherwise subject to any
<br />Economic Sanctions Law. Customer agrees: (c) not to violate any applicable Economic Sanctions Laws during
<br />the term of this agreement; and (d) not to, without limitation, disclose, transfer, or export Skydio's Products,
<br />Services, or Confidential Information to an Embargoed Party or other third parties, including foreign persons or
<br />entities wherever located, whether or not related to or affiliated with Customer, without first obtaining the
<br />appropriate US government authorization if required, and receiving express written consent from Skydio.
<br />13.6 Construction
<br />In constructing the terms of this agreement, no presumption shall operate in favor of or against any party because
<br />of its counsel's role in drafting the terms and provisions hereof. If the terms of this agreement conflict with a
<br />Skydio Order Form, then the terms of this agreement shall control unless the Skydio Order Form is signed by
<br />both parties and expressly identifies the modified provision of the agreement. This agreement is in the English
<br />language and shall control over any other translation, except as otherwise required by applicable law. The order
<br />of precedence in construction of this agreement shall be: these Terms, Limited Warranty, and Skydio Care Terms
<br />of Service. As between Skydio and the Customer, Skydio terms shall control over any terms agreed between the
<br />Customer and any reseller.
<br />13.7 Force Majeure
<br />No party shall be liable or responsible to the other party, nor be deemed to have defaulted under or breached
<br />this agreement, for any reasonable delay in fulfilling or performing any obligation under this agreement (other
<br />than the obligation to pay money), when and to the extent such delay is directly caused by acts of God, epidemics
<br />or pandemics, quarantines, export bans, sanctions and other government actions, war, terrorism, riot, civil
<br />commotion, interference by civil or military authorities, national or international calamity, armed conflict, nuclear,
<br />chemical or biological contamination, explosions, collapse of building structures, fires, floods, storms,
<br />earthquakes, natural disasters, extreme adverse weather, stability or availability of the internet; the elements;
<br />telecommunication system failure; technology attacks, embargoes; strikes; lockouts; disputes with workmen or
<br />other labor disturbances; total or partial failure of transportation, utilities, delivery facilities, or supplies; or acts or
<br />requests of any governmental authority.
<br />13.8 Notice
<br />Except as otherwise expressly provided herein, all notices shall be in writing and deemed delivered the earlier
<br />of: (a) actual receipt; (b) upon delivery by a nationally recognized overnight courier (receipt requested) to the
<br />receiving party's address as specified herein or updated by written notice; or (c) when received via electronic
<br />communications as evidenced by either party's contemporaneously created computer records. The parties'
<br />addresses for notice are set forth on an Order Form. Either party may change its address of record by giving the
<br />other ten (10) days' notice. Notwithstanding the foregoing, Skydio may give notice of prospective changes to its
<br />schedule of fees by reasonably conspicuous display on the user interface for SaaS Services or on Customer's
<br />account.
<br />13.9 Relationship Between the Parties
<br />The parties are independent contractors. Neither party is the agent, partner, employee, fiduciary, or joint venturer
<br />of the other party under this agreement. Unless otherwise stated, there are no third-party beneficiaries under this
<br />agreement.
<br />13.10 Remedies
<br />Except as otherwise provided herein, the parties' rights and remedies under this agreement are cumulative and
<br />non-exclusive. Customer acknowledges that the Offerings contain valuable trade secrets and proprietary
<br />ATTY/AGR.2026/Amend. No.1/Axon Enterprise, Inc. (Axon Purchase Agreement Amendment) (Page 17 of 69)
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