Legal + End User License Agreement

Last Updated: March 5, 2025

THIS END USER LICENSE AGREEMENT ("EULA") IS A LEGAL AGREEMENT BETWEEN YOU ("CUSTOMER" OR "YOU") AND SKYLINE NAV AI, INC. ("SKYLINE NAV AI," "WE," "US," OR "OUR") GOVERNING YOUR USE OF SKYLINE NAV AI’S SOFTWARE, API, SDK, AND HARDWARE PRODUCTS (COLLECTIVELY, THE "PRODUCTS").

BY INSTALLING, ACCESSING, OR USING ANY PRODUCT, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE, DO NOT INSTALL, ACCESS, OR USE THE PRODUCTS.

1. DEFINITIONS

(a) Enterprise-Based Software – Software licensed solely for use within a single organization and its subsidiaries. The software may not be used by third parties, including customers, vendors, partners, or clients, without prior written approval from Skyline Nav AI.

(b) Commercial Version – A version of the software licensed for general business or commercial use.

(c) Developer Version – A version designated for internal development and testing only. Deployment in production, live, or customer-facing environments is strictly prohibited.

(d) Trial Version – A time-limited evaluation version with potential feature restrictions.

(e) Not For Resale (NFR) Version – A version provided solely for review and evaluation, not for commercial use.

(f) API – Software that allows integration with Skyline Nav AI services, provided via a cloud endpoint.

(g) SDK – Software package available for download and deployment on authorized devices for offline use.

(h) Hardware – Physical products, including Skyline Nav AI’s drone platform and other navigation-related hardware.

2. LICENSE GRANTS & RESTRICTIONS

2.1 Software and Hardware License

Software License Grant: Skyline Nav AI grants you a non-exclusive, non-transferable, revocable license to use the software under these conditions:

• API: Licensed per device and accessed through a cloud-based endpoint.

• SDK: Licensed per device, downloaded, and deployed for offline use.

• Separate Per-Device License Required: You may not install or use the software on multiple devices unless additional license fees are paid.

Hardware License Grant

·       Skyline Nav AI grants you a limited, non-transferable license to use its drone platform and other hardware Products solely with authorized software and for permitted use cases. You may not modify the hardware or use it with unauthorized third-party software.

2.2 Benchmark Testing Limitations

• You may not disclose, publish, or distribute any performance benchmarks, comparative testing results, or evaluations of the Products without prior written approval from Skyline Nav AI.

2.3 No Derivative Works

• You may not modify, create derivative works, adapt, translate, reverse engineer, decompile, or disassemble the software beyond permitted API/SDK modifications.

2.4 Developer Version Restrictions

• The Developer Version is for internal use only and may not be used for live, production, or customer-facing deployments.

2.5 Prohibited Uses

You may not:

• Use the Products to develop competing software.

• Circumvent or attempt to bypass licensing or security mechanisms.

• Provide unauthorized third parties with access to Skyline Nav AI software.

• Share, rent, lease, or transfer access to the API or SDK to unauthorized parties.

• Use the Products on more devices than authorized by your license.

3. WARRANTY & DISCLAIMERS

3.1 No Warranty for Trial, Developer, or NFR Versions

• Trial, Developer, and NFR Versions are provided "AS IS", with no warranty or guarantees. Skyline Nav AI disclaims all liability for any issues arising from their use.

3.2 Limited Testing and Experimentation

Skyline Nav AI may allow limited testing and experimentation of its software under a separate written agreement. Such use is subject to the following restrictions:

• Testing must not involve creating derivative works of the software.

• Results of testing may not be shared or published without Skyline Nav AI’s prior written consent.

• Skyline Nav AI reserves the right to terminate any experimental usage at its discretion.

3.3 Failure in High-Risk Environments

• The Products are not designed for use in high-risk environments requiring fail-safe operation, including but not limited to:

  • Nuclear facilities

  • Aviation and air traffic control systems

  • Life-support systems

  • Weapons systems

  • Any application where failure could cause severe harm

• Skyline Nav AI disclaims all liability for damages resulting from unauthorized use in such environments.

3.4 Support, Updates, and Additional Services

• Skyline Nav AI may provide software updates, patches, or enhancements at its discretion.

• Additional warranty and support services are available for purchase.

• This EULA does not obligate Skyline Nav AI to provide ongoing support unless a separate agreement is in place.

4. AUDIT RIGHTS & COMPLIANCE

4.1 Audit Rights

Skyline Nav AI reserves the right to audit your usage of the Products to ensure compliance with this EULA. Such audits shall be conducted upon reasonable notice and during normal business hours. If unauthorized use is detected, Skyline Nav AI may require payment of applicable license fees, and reimbursement to Skyline Nav AI for audit costs.

4.2  Termination Upon Non-Compliance

Violation of any term in this EULA will result in immediate termination of your license, and you must cease all use of the software and return or destroy all copies. Any outstanding payments remain due. Skyline Nav AI may disable your access to the software.

5. RETURN POLICY

5.1 Hardware Returns

• Hardware may be returned within 30 days if it is unopened and undamaged.

• Customers must obtain a Return Merchandise Authorization (RMA).

• Return shipping costs are the responsibility of the customer unless the return is due to a defect.

5.2 Software Returns

• No returns or refunds are available for software purchases, including API and SDK licenses.

• All fees are non-refundable.

6. LEGAL COMPLIANCE

6.1 Class Action Waiver & Individual Dispute Resolution

• Any dispute must be resolved individually through arbitration in Cambridge, Massachusetts.

• Any dispute resolution proceedings, whether in arbitration or court, shall be conducted only on an individual basis. You waive any right to participate in a class action lawsuit against Skyline Nav AI.

6.2 Export Restrictions

• The Products may not be exported to countries prohibited by U.S. export laws.

• You are responsible for ensuring compliance with all applicable export regulations.

7. OWNERSHIP AND INTELLECTUAL PROPERTY

• The Products and all associated intellectual property rights remain the exclusive property of Skyline Nav AI.

• This EULA does not grant you any ownership rights but only a limited right to use the Products as specified.

• You may not use Skyline Nav AI trademarks without prior written permission.

• Third-party trademarks remain the property of their respective owners.

• You may not remove or alter any trademarks, copyrights, or proprietary notices.

• This EULA does not grant you any commercial rights beyond the authorized use of the Products. Any resale, sublicensing, or redistribution of the Products is prohibited without a separate agreement.

8. TRANSFER & RESALE RESTRICTIONS

8.1 No Unauthorized Resale

• You may not resell, distribute, or sublicense the Products without Skyline Nav AI’s written consent.

8.2 Bundled Software Rules

• If the software is sold as part of a bundle, individual components cannot be transferred or resold separately.

9. LIABILITY LIMITATIONS

SKYLINE NAV AI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

9.1 Maximum Liability Limitation

• Skyline Nav AI’s total liability is limited to the lesser of $100 or the amount paid for the Product.

9.2 Consequential Damages Disclaimer

• Skyline Nav AI is not liable for indirect, incidental, or consequential damages, including:

  • Loss of profits

  • Business interruptions

  • Data loss

  • Equipment failure

10. GENERAL TERMS

• Governing Law: This EULA is governed by the laws of California, without regard to conflict-of-law principles.

• Arbitration: Any disputes shall be resolved through binding arbitration in Cambridge, Massachusetts, under the rules of the American Arbitration Association. Arbitration costs shall be split equally unless otherwise awarded by the arbitrator.

• Injunction: Skyline Nav AI may seek an injunction in the local, state or federal courts of Massachusetts to prevent unauthorized use of its Products.

• Entire Agreement: This EULA constitutes the complete agreement between you and Skyline Nav AI regarding the Products and supersedes all prior agreements. Any additional terms in purchase orders or other documents are void unless expressly agreed in writing by Skyline Nav AI.

• Severability: If any provision is found invalid, the remainder of the EULA remains in effect.

• Indemnification: You agree to indemnify, defend, and hold harmless Skyline Nav AI, Inc., its affiliates, officers, directors, employees, and agents from any claims, liabilities, damages, losses, or expenses (including legal fees) arising from:

  • Your use or misuse of the Products.

  • Your violation of this EULA or applicable laws.

  • Any claim that your use of the Products infringes upon a third party’s rights.

Skyline Nav AI reserves the right to assume exclusive defense and control of any indemnifiable matter.

• Data Privacy and Security: Skyline Nav AI collects and processes data as described in its Privacy Policy, which is incorporated by reference into this EULA. Users are responsible for implementing adequate security measures when integrating the API, SDK, or other software.
  Skyline Nav AI does not guarantee data confidentiality or security if the Products are used on unauthorized networks or systems.

• Government use: If you are a U.S. Government agency or contractor, you acknowledge that the Products are "Commercial Items" as defined in 48 C.F.R. § 2.101 and are licensed only with the commercial rights granted under this EULA. Use by any non-U.S. government entity requires prior written approval from Skyline Nav AI.

• Third-Party Software: The Products may contain open-source or third-party components. Your use of such components is subject to the respective third-party licenses, which will be provided upon request. Skyline Nav AI disclaims all warranties related to open-source software and is not liable for its performance or security.

• Force Majeure: Skyline Nav AI shall not be liable for any failure or delay in performance due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, cyberattacks, labor strikes, government restrictions, or infrastructure failures. If such an event prevents Skyline Nav AI from fulfilling its obligations for more than 30 days, either party may terminate the agreement without liability.

• Software End of Life (EOL) Policy: Skyline Nav AI reserves the right to discontinue or modify any Product at its discretion. Customers will receive a minimum of 12 months' notice before software support is discontinued, unless otherwise required by law. End-of-Life (EOL) Products may continue functioning but will not receive security updates, patches, or technical support.

• AI & Machine Learning Disclaimer: Skyline Nav AI Products use artificial intelligence (AI) and machine learning (ML) algorithms to determine location and navigation paths.
  Due to inherent limitations in AI/ML technology, Skyline Nav AI does not guarantee 100% accuracy and disclaims all liability for navigation errors that may result in damage, loss, injury, or legal consequences. Users must independently verify all results before relying on them in mission-critical applications.

• Consumer Rights: Certain jurisdictions provide non-waivable consumer rights. Nothing in this EULA limits or excludes consumer protection rights under local laws, including but not limited to:

·   The California Consumer Privacy Act (CCPA).

·   The EU General Data Protection Regulation (GDPR).

·   The UK Consumer Rights Act 2015.

If any provision of this EULA conflicts with a non-waivable legal right, such legal right will prevail to the minimum extent required by law.

• Cybersecurity & API Security: Users are responsible for securing their API keys, SDK deployments, and access credentials. Unauthorized access or exposure of Skyline Nav AI's software due to mismanagement, hacking, or lack of security controls by the user shall be entirely the user’s responsibility. Skyline Nav AI reserves the right to suspend or revoke access if a security breach is detected.

• Third-Party EULA Amendments: No Skyline Nav AI dealer, agent, or affiliate may modify this EULA.

• Notices: All communications regarding this EULA should be directed to:

Skyline Nav AI, Inc.

Subject: Product Management
62 Putnam Ave, Cambridge, MA 02139
Email: sales@skylinenav.com

BY USING THE PRODUCTS, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THIS EULA AND AGREE TO ITS TERMS.