Terms of Service

01Acceptance of These Terms and Electronic Assent

1.1Binding Agreement. These Terms of Service, Product Use Terms, and Software License (collectively, the "Terms") form a legally binding agreement between EXEDY Globalparts Corporation, a Michigan corporation doing business through its Exedy Drones division ("Exedy," "we," "us," or "our"), and the purchaser, owner, account holder, pilot, operator, customer, or other person or entity accepting or using the Products or Services ("Customer," "you," or "your"). exact legal entity name, state of incorporation, and form. The V2 Privacy Policy reads "Exedy Globalparts Corporation, doing business as Exedy Drones"; this document follows the V2 Terms of Service.]

1.2How You Accept. You accept these Terms by clicking or tapping "I Agree," creating or using an Exedy account, activating or registering a Product, accepting an Order Document that references these Terms, purchasing a Product after receiving conspicuous notice of these Terms, downloading or using Software, or operating a Product after being given a reasonable opportunity to review these Terms. If you do not agree, do not purchase, activate, access, or use the Products or Services.

1.3Entity Authority. If you accept these Terms on behalf of a business, farm, cooperative, dealer, governmental entity, or other organization, you represent and warrant that you have authority to bind that organization. In that case, "you" and "Customer" refer to the organization and its Authorized Users.

1.4Important Rights. These Terms affect legal rights and remedies. Exedy will make the then-current version available before acceptance and will maintain records of electronic acceptance to the extent reasonably practicable.

02Definitions

"Affiliate" means any entity that, now or in the future, directly or indirectly controls, is controlled by, or is under common control with a party, including any entity that becomes an Affiliate after the Effective Date.

"Authorized Dealer" means a dealer, distributor, service center, or technician authorized by Exedy to sell, train, inspect, maintain, or repair specified Products.

"Authorized User" means an individual whom Customer permits to access or use Products or Services on Customer's behalf, including employees, pilots, contractors, agents, and service providers.

"Customer Data" means data, files, maps, images, field boundaries, application records, telemetry, flight logs, account information, and other content submitted to or generated through the Services by Customer or an Authorized User. Customer Data does not include de-identified, aggregated, diagnostic, or system-generated service data that does not identify Customer or an individual.

"Documentation" means Exedy user manuals, maintenance manuals, safety guidelines, specifications, service bulletins, warranty documents, in-app notices, technical instructions, and other materials made available for a Product or Service.

"Exedy" has the meaning given in Section 1.1 and includes Exedy's successors and permitted assigns. Where an Affiliate of Exedy provides or supports Products or Services, references to Exedy's performance under these Terms include performance by that Affiliate on Exedy's behalf.

"Exedy Software Platform" means Exedy's American built and supported software and technology ecosystem used with the Hardware, including the Exedy Flight App ground control station software, the Exedy Online Account, firmware, mobile and desktop applications, cloud, data-management, and mapping services, APIs, integrations, updates, and related support, whether developed by Exedy or provided to Exedy by its licensors or service providers.

"Hardware" or "Hardware Products" means Exedy-branded unmanned aircraft, including the AYRE CX, and all related controllers, batteries, chargers, tanks, pumps, spreaders, radar, sensors, lights, payloads, accessories, replacement parts, and physical components.

"Order Documents" means an Exedy or Authorized Dealer quote, reservation, order form, invoice, purchase agreement, subscription order, financing document, or other signed or electronically accepted ordering document.

"Products" means Hardware, Software, and Documentation, collectively.

"Service Provider" means a licensor, supplier, or service provider that develops, hosts, licenses, supports, or operates any part of the Exedy Software Platform or the Services on Exedy's behalf.

"Services" means support, account, cloud, subscription, training, warranty administration, data-management, repair, and other services provided by or for Exedy.

"Software" means the Exedy Software Platform and all other software, firmware, cloud services, APIs, and updates used with the Hardware.

"Supplemental Software Terms" has the meaning given in Section 5.2.

03Eligibility, Authority, and Commercial Use

3.1Age and Capacity. You must be at least eighteen (18) years old and legally capable of entering a binding contract. Products may not be operated by a minor or by an untrained or unqualified person.

3.2Intended Market. Products are designed primarily for commercial agricultural, forestry, land-management, and approved industrial applications. They are not toys, consumer recreational aircraft, passenger aircraft, or medical devices.

3.3Non-Waivable Rights. Nothing in these Terms excludes any right or remedy that applicable law does not permit the parties to exclude or limit. Any consumer-protection rights that cannot legally be waived remain in effect.

04Incorporated Documents and Order of Precedence

4.1Incorporated Documents. The following are incorporated by reference to the extent applicable: (a) signed Order Documents; (b) the Exedy Limited Hardware Warranty; (c) Documentation and safety instructions; (d) the Exedy Privacy Policy; (e) these Terms; and (f) any Supplemental Software Terms, for the Software features they cover.

4.2Order of Precedence. If documents conflict, the following order controls unless a signed agreement expressly states otherwise: (1) a separately signed master agreement or negotiated Order Document; (2) the Exedy Limited Hardware Warranty for hardware-warranty matters; (3) product-specific safety notices and the then-current Documentation for operational limits; (4) these Terms; and (5) Supplemental Software Terms, except as provided in Section 5.2.

4.3Current Documentation Controls Operations. Operating limits, approved payloads, maintenance intervals, wind and weather limits, maximum takeoff weight, chemical compatibility, and other technical requirements are governed by the then-current Documentation and safety notices. Specifications or limits in marketing materials are not operational instructions.

05Exedy Software Platform; Service Providers; Supplemental Software Terms

5.1Exedy Software Platform. The Software is part of the Exedy Software Platform. Certain components of the Exedy Software Platform are developed, hosted, licensed, or supported by Service Providers acting on Exedy's behalf. Exedy makes the Software available to Customer under these Terms.

5.2Supplemental Software Terms. Certain Software features, subscriptions, or integrations may be subject to additional terms that Exedy presents at download, activation, sign-in, or enrollment ("Supplemental Software Terms"). Supplemental Software Terms are incorporated by reference for the features they cover. If Supplemental Software Terms conflict with these Terms on a matter specific to the feature they cover, the Supplemental Software Terms control for that feature only. V2 incorporated the current software provider's own Terms of Service by reference and linked to them, and V3 cannot do so without naming the provider. Confirm (a) whether any Supplemental Software Terms will be presented before closing, and that they are Exedy-branded; (b) that Exedy's agreement with the provider allows Exedy to license the Software to end users directly under these Terms; and (c) that Exedy is comfortable acting as the licensor of record for all Software, which V2 split between Exedy and the provider.]

5.3Responsibility. Exedy is responsible to Customer for the Products and Services under these Terms, subject to the warranty disclaimers, limitations, and exclusions in these Terms. Service Providers are not parties to these Terms and do not assume obligations to Customer under them. Service Providers are third-party beneficiaries of Sections 9.2, 16, 19, 20, and 21 and may enforce those Sections. This third-party-beneficiary sentence is new in V3. It replaces the protection the provider previously received through its own incorporated terms.]

5.4No Agency or Joint Venture. References to Service Providers describe how Exedy delivers the Products and Services. They do not create an agency, partnership, joint venture, or control relationship between Customer and any Service Provider, or between Exedy and any Service Provider beyond the parties' written agreements.

06Hardware Orders, Reservations, Pricing, Payment, Delivery, and Returns

6.1Orders. Orders are subject to acceptance by Exedy or the applicable Authorized Dealer. Exedy may reject, limit, or cancel an order before shipment for product availability, credit, compliance, fraud-prevention, export-control, safety, or other legitimate business reasons. A preorder date or estimated shipping date is an estimate unless expressly guaranteed in a signed Order Document.

6.2Reservations. Founders Series reservations are placed through Authorized Dealers, and no payment is taken through the Exedy website. A reservation is governed by the reservation terms provided at the time of reservation, including terms on refundability, conversion to a purchase deposit, transfer, and limits on the number of reservations. A reservation is not a purchase of a Product and does not guarantee a delivery date.

6.3Pricing and Taxes. You will pay the prices, deposits, freight, installation, training, subscription, and other charges stated in the Order Documents, plus applicable sales, use, excise, property, value-added, and similar taxes, excluding taxes on Exedy's net income.

6.4Payment. Payment is due as stated in the Order Documents. Past-due undisputed amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate, and Customer is responsible for reasonable collection costs. Exedy may withhold shipment, activation, support, warranty processing not required by law, or subscription access for nonpayment.

6.5Delivery; Title; Risk of Loss. Delivery terms, title transfer, and risk of loss are stated in the Order Documents. If the Order Documents are silent, title and risk of loss transfer to Customer upon delivery to the carrier, except where applicable law requires otherwise. Customers must inspect the shipment promptly and report visible shipping damage, missing items, or nonconformity promptly after delivery and within any period stated in the Order Documents.

6.6Returns and Cancellations. Hardware returns, order cancellations, deposits, restocking charges, and refunds are governed by the applicable Order Document and the Exedy Return Policy. Except where required by law or expressly stated in writing, custom-configured, activated, used, registered, chemically exposed, or damaged Products are not returnable.

6.7Dealer Purchases. When Hardware is purchased from an Authorized Dealer, the dealer may be the seller of record and may impose additional sale, financing, delivery, installation, or return terms. Dealer terms do not modify Exedy's Limited Hardware Warranty unless Exedy expressly agrees in writing.

07Subscriptions, Renewals, and Complimentary Software Access

7.1Included Access. An eligible new Exedy drone purchase may include a complimentary one-year subscription to the subscription features of the Exedy Software Platform, beginning on the date specified in the Order Documents or, if none is specified, on Product activation. Included features, seat limits, aircraft limits, storage, and support are described in the applicable Order Documents and any Supplemental Software Terms.

7.2Paid Renewal. After the complimentary period, continued access may require a paid subscription. Renewal pricing and material terms will be disclosed before renewal. Automatic renewal, if offered, will occur only as disclosed at enrollment and subject to applicable law. Customer may cancel future renewal using the account tools or written instructions provided at enrollment; cancellation does not retroactively refund a completed billing period except where required by law.

7.3Billing Authorization. By providing a payment method, Customer authorizes Exedy or its designated Service Provider and their payment processor to charge subscription fees, taxes, and approved recurring charges until cancellation becomes effective. Customer must maintain accurate billing information and must dispute an invoice within thirty (30) days.

7.4Suspension for Nonpayment. Exedy or its designated Service Provider may suspend subscription access for overdue undisputed amounts after reasonable notice. Suspension does not relieve Customer of amounts already due and may affect access to cloud data, mapping, account, support, or other features.

08Accounts, Credentials, and Security

8.1Registration. Customer will provide accurate, current, and complete account and aircraft information and keep it updated. Customer is responsible for all activities under its accounts and for Authorized Users' compliance with these Terms.

8.2Credential Security. Customer must safeguard usernames, passwords, tokens, controller credentials, and multi-factor authentication methods; must not share accounts except as permitted by Documentation; and must promptly report suspected compromise, unauthorized access, lost controllers, or security incidents.

8.3Organizational Control. If an account is created or managed through an employer, dealer, service provider, or other organization, that organization may have rights to administer the account and Customer Data as described at account creation and in applicable agreements.

09Software and Firmware License; Updates

9.1Limited License. Subject to these Terms, payment, and applicable subscription status, Exedy grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Software solely with authorized Exedy Hardware and solely for Customer's internal lawful operations. Exedy and its licensors reserve all rights not expressly granted.

9.2Restrictions. Customer may not copy, modify, translate, distribute, sell, lease, sublicense, decompile, reverse engineer, disassemble, derive source code from, bypass access controls for, or create derivative works of Software except to the limited extent applicable law prohibits such restrictions. Customer may not use Software to develop, benchmark, train, or improve a competing product without prior written permission.

9.3Updates. Exedy or its Service Providers may provide patches, security updates, safety updates, firmware, feature changes, or new versions. Certain updates may be required for safe operation, regulatory compliance, warranty service, support, or compatibility. Customer is responsible for installing required updates promptly and verifying operation before flight.

9.4Connectivity. Some Software features require compatible hardware, cellular or internet access, GNSS, mapping data, third-party services, or an active subscription. Customer is responsible for connectivity, carrier fees, compatible devices, and local availability. Exedy does not guarantee uninterrupted connectivity or availability in every location.

10Acceptable Use and User Conduct

10.1Prohibited Conduct. Customer will not, and will not permit any Authorized User or third party to:

• 01use Products or Services in violation of law, regulation, chemical labeling, airspace restrictions, privacy rights, intellectual-property rights, or contractual obligations;
• 02use Hardware for weapons delivery, human or animal transport, unlawful surveillance, contraband, unauthorized hazardous materials, intentional interference, or any purpose not approved in the Documentation;
• 03operate while impaired by alcohol, drugs, fatigue, illness, or any condition that reduces safe judgment or control;
• 04disable, bypass, spoof, obstruct, tamper with, or misrepresent safety systems, sensors, radar, geofencing, Remote ID, logs, identification, serial numbers, firmware, authentication, or telemetry;
• 05upload malware, ransomware, unlawful content, or code intended to disrupt or gain unauthorized access to Products, Services, accounts, networks, or other users;
• 06use another person's account, share credentials improperly, scrape or automate access except through approved interfaces, or circumvent subscription, usage, or technical limits;
• 07use unauthorized or incompatible parts, batteries, chargers, payloads, chemicals, firmware, software, or modifications that create safety, compatibility, regulatory, or performance risk;
• 08operate beyond approved weight, weather, terrain, speed, altitude, line-of-sight, chemical, battery, or other limits in the Documentation; or
• 09use Products or Services in a manner that endangers persons, animals, crops, property, the environment, communications, or other aircraft.

10.2Enforcement. Exedy may investigate suspected violations and may suspend account access, support, activation, or affected Services when reasonably necessary to protect safety, security, legal compliance, Exedy, its Affiliates and Service Providers, dealers, other customers, or the public.

11Aviation, Regulatory, and Applicator Compliance

11.1Customer Responsibility. Customer is solely responsible for determining whether each operation is safe and lawful and for complying with all federal, state, local, tribal, and other applicable laws. Exedy, its Affiliates, its Service Providers, and Authorized Dealers do not act as air-traffic control, legal counsel, pesticide regulators, or agronomic advisers.

11.2Aviation Authorizations. As applicable to the aircraft, operation, and jurisdiction, Customer must obtain and maintain aircraft registration, Remote ID compliance, pilot certification, operating certificates, exemptions, waivers, airspace authorizations, and other approvals, including FAA Part 107, Part 137, and Section 44807 authority where required.

11.3Pesticide and Chemical Requirements. Customer must obtain and maintain all applicator licenses, permits, insurance, registrations, and records required for pesticides, fertilizers, biologicals, cleaning agents, or other materials. Customer must comply with product labels, worker-protection standards, environmental restrictions, buffer zones, drift controls, and reporting obligations.

11.4Regulatory Changes. Laws and authorizations may change. Customer is responsible for verifying current requirements before each operation. Software alerts, maps, airspace data, checklists, and dealer guidance are aids only and may be incomplete, delayed, or inaccurate.

12Operational Safety, Training, Inspection, and Maintenance

12.1Read and Follow Documentation. Before operation, Customer and each operator must read and understand the then-current Documentation, complete required Exedy or dealer training, and comply with all warnings, checklists, service bulletins, and operating limits.

12.2Operator Judgment. Obstacle avoidance, radar, sensors, navigation, lighting, controller displays, alerts, automation, and return-to-home functions are aids and do not replace a trained operator's judgment, visual observation, preflight planning, situational awareness, or legal responsibilities.

12.3Preflight and Postflight. Customer must perform documented preflight, calibration, payload, battery, propeller, motor, pump, communications, software, weather, site, and safety checks; maintain a safe operating area; monitor the aircraft continuously; and complete required postflight inspection, cleaning, data review, and maintenance.

12.4Maintenance. Customer must follow all preventative and corrective maintenance schedules, use approved procedures and parts, preserve serial numbers and logs, and promptly ground a Product showing damage, abnormal behavior, warning messages, battery concerns, loss of control, chemical leakage, sensor malfunction, or other unsafe condition.

12.5Batteries and Electrical Safety. Customer must follow battery charging, storage, transport, cooling, inspection, disposal, fire-safety, and emergency procedures. Maintenance must be performed only in the configuration specified in the Documentation, including battery removal or isolation where required.

13Chemical Application and Environmental Responsibilities

13.1Material Compatibility. Customer is solely responsible for confirming that each chemical, mixture, adjuvant, fertilizer, biological, carrier, and cleaning agent is legally permitted, label-compliant, compatible with the Product, and appropriate for the crop, target, weather, and application method.

13.2Mixing and Application. Customer must prevent contamination, spills, exposure, overapplication, underapplication, drift, runoff, and off-target application; maintain accurate records; use required personal protective equipment; and follow all label and environmental requirements.

13.3Cleaning. Customer must clean and flush tanks, pumps, lines, nozzles, spreaders, and other chemical-contact components as stated in the Documentation. Damage, contamination, corrosion, clogging, crop loss, or environmental harm caused by improper materials, mixing, application, storage, or cleaning is not covered by warranty.

14Data, Telemetry, Privacy, and Records

14.1Customer Data Ownership. As between Customer and Exedy, Customer retains ownership of Customer Data, subject to the rights granted in these Terms.

14.2License to Process. Customer grants Exedy, its Affiliates, its Service Providers and subprocessors, and Authorized Dealers a non-exclusive, worldwide, royalty-free license to collect, host, copy, transmit, analyze, display, disclose, and otherwise process Customer Data as reasonably necessary to provide, secure, maintain, diagnose, support, improve, warranty, repair, and enforce the Products and Services; comply with Customer instructions; respond to safety issues or legal obligations; and administer accounts and subscriptions.

14.3Flight and Diagnostic Records. Products and Services may automatically collect or transmit flight logs, location, aircraft identity, controller data, performance data, warnings, maintenance history, sensor data, application data, account activity, and diagnostic information. Customer authorizes this processing and will provide required notices and obtain required consents from pilots, employees, landowners, customers, and other affected persons.

14.4De-Identified Data. Exedy, its Affiliates, and its Service Providers acting on Exedy's behalf may use aggregated or de-identified data for lawful analytics, safety, benchmarking, product development, research, and service improvement, provided the data does not identify Customer or an individual and is not re-identified.

14.5Backups and Export. Customer is responsible for maintaining its own legally required records and backups. Cloud or device data may be lost, altered, or unavailable during updates, repair, suspension, termination, connectivity failure, device loss, or service changes. Data export and deletion are available as described in the Exedy Privacy Policy, the account tools, and any applicable Supplemental Software Terms.

14.6Privacy. Personal information is processed under the Exedy Privacy Policy and any applicable data-processing agreement.

15Authorized Dealers, Support, Service, and Repairs

15.1Dealer Network. Exedy may provide sales, delivery, training, inspection, repair, maintenance, warranty intake, parts, and support through Authorized Dealers. Dealer authorization may be limited by product, service, geography, or time and may change.

15.2Independent Businesses. Unless Exedy expressly states otherwise in writing, Authorized Dealers are independent businesses and are not authorized to modify these Terms, expand Exedy's warranty, guarantee results, bind Exedy to a separate obligation, or make representations inconsistent with Exedy Documentation.

15.3Service Requests. Warranty and service requests must be submitted through the designated Exedy or dealer channel and must include proof of purchase, serial numbers, logs, photographs, requested diagnostic access, and other reasonably required information. Customer must make the Product safely available and remove non-covered attachments and hazardous residues as directed.

15.4Service Targets. Any stated response time, turnaround target, uptime objective, parts-availability statement, service-level target, or dealer-response estimate is a nonbinding operational goal unless expressly stated as a binding service level in a signed agreement. Weather, parts, shipping, seasonality, safety, investigation, and regulatory issues may affect timing.

15.5Data During Service. Customer must back up data and remove confidential information where practicable before service. Exedy and its service providers are not responsible for loss or disclosure of data stored on or accessible through a Product except to the extent liability cannot be excluded by law.

16Intellectual Property Rights and Feedback

16.1Ownership. Exedy, EXEDY Corporation, their Affiliates, and their licensors and Service Providers retain all right, title, and interest in their respective Hardware designs, Software, firmware, source and object code, algorithms, interfaces, Documentation, service methods, websites, content, trade secrets, patents, copyrights, trademarks, logos, color systems, and other intellectual property. Hardware ownership does not transfer intellectual-property ownership or Software title.

16.2Marks. EXEDY, EXEDY DRONES, the flowing "X" symbol, Exedy brand colors, "Built Different, Built for U.S. Agriculture," and related names and marks are owned by EXEDY Corporation, Exedy, or their licensors. Other names and marks that appear in the Software or Services may belong to Exedy's licensors or Service Providers and are used under license. No trademark license is granted except the limited right to identify lawfully purchased Products.

16.3Documentation Restrictions. Customer may make a reasonable number of internal copies of Documentation solely to operate and maintain Products. Customer may not publish, distribute, sell, alter, remove notices from, record for redistribution, or create derivative works from Documentation without written permission.

16.4Feedback. If Customer provides suggestions, ideas, test results, enhancement requests, or other feedback, Customer grants Exedy and its Affiliates a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to use and commercialize the feedback without restriction or compensation, provided Exedy does not publicly identify Customer without permission.

17Limited Hardware Warranty and Exclusive Remedies

17.1Separate Limited Warranty. Hardware warranty coverage is governed exclusively by the Exedy Limited Hardware Warranty supplied with or made available for the Product, including its coverage periods, component-specific terms, territorial limits, claim procedures, and exclusions. The Limited Hardware Warranty is incorporated by reference and is available at https://exedydrones.com/warranty/.

17.2Exclusive Remedy. Unless applicable law requires otherwise, Exedy's sole obligation and Customer's exclusive remedy for a covered Hardware defect is, at Exedy's option, repair of the affected Product or component, replacement with a new or refurbished equivalent, or refund of the amount paid for the affected Product or component after return.

17.3Conditions. Warranty service requires valid proof of purchase, timely notice, compliance with Documentation and maintenance requirements, intact serial numbers and security seals, reasonable diagnostic cooperation, access to relevant logs and data, and return or delivery of the affected Product as directed.

17.4Replaced Parts. Unless prohibited by law, replaced Products and parts become Exedy's property. A replacement Product or part is covered for the remainder of the original warranty period or the minimum period required by law, whichever is longer.

17.5No Dealer Expansion. No Authorized Dealer, employee, reseller, or other person may expand or modify the Limited Hardware Warranty unless an authorized Exedy representative does so in a signed writing.

18Warranty Exclusions

To the fullest extent permitted by law, warranty coverage does not apply to damage, failure, loss, or nonconformity caused by or resulting from:

• 01pilot error, misuse, negligence, collision, hard landing, loss of control, aggressive maneuvering, operation while impaired, or failure to follow Documentation;
• 02operation outside published limits, including weight, payload, wind, precipitation, temperature, visibility, terrain, altitude, speed, communications, chemical, battery, or other limits;
• 03rain, snow, hail, lightning, flooding, fire, dust or sand storms, corrosive environments, electromagnetic interference, jamming, radio towers, mining areas, or other external conditions;
• 04unauthorized modification, disassembly, repair, software or firmware changes, counterfeit parts, or third-party components, batteries, chargers, payloads, accessories, or chemicals that cause or contribute to the issue;
• 05normal wear, consumables, cosmetic damage, routine maintenance, contamination, corrosion, clogging, improper storage, transport, charging, cleaning, flushing, or maintenance;
• 06failure to install required safety, firmware, software, maintenance, recall, or service updates;
• 07lost, corrupted, unavailable, or disclosed data; connectivity, GNSS, mapping, cellular, internet, cloud, or third-party-service failures;
• 08use for unintended or unlawful purposes, operation by an unqualified person, or failure to obtain required licenses, approvals, insurance, registrations, or chemical authorizations; or
• 09force majeure, theft, vandalism, animals, war, civil unrest, government action, or events outside Exedy's reasonable control.

19Disclaimers of Warranties and Operational Reliance

WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS EXEDY LIMITED HARDWARE WARRANTY AND ANY EXPRESS SUBSCRIPTION WARRANTY STATED IN APPLICABLE ORDER DOCUMENTS OR SUPPLEMENTAL SOFTWARE TERMS, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, SOFTWARE, SERVICES, THIRD-PARTY SERVICES, DATA, MAPS, ALERTS, DOCUMENTATION, BETA FEATURES, AND SUPPORT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EXEDY AND THE EXEDY PARTIES DISCLAIM ALL OTHER EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

19.1No Uninterrupted or Error-Free Operation. Exedy does not warrant that Software, Services, sensors, radar, obstacle detection, navigation, communications, mapping, weather, airspace, cellular, internet, telemetry, automation, or data will be uninterrupted, secure, complete, current, accurate, error-free, or suitable as the sole basis for safe flight or chemical application.

19.2No Performance or Agricultural Guarantee. Actual capacity, acres per tank, droplet size, application rate, flight time, range, speed, coverage, efficiency, throughput, battery life, yield, crop response, drift control, and return on investment depend on payload, mixture, nozzles, maintenance, weather, terrain, crop, operator, settings, regulation, and other conditions. Marketing estimates and demonstrations are not guarantees unless expressly included in a signed warranty.

19.3No Regulatory Guarantee. Exedy does not warrant that Customer will receive or maintain any FAA, state, pesticide, insurance, financing, export, or other authorization, or that any Product is lawful for every intended operation or jurisdiction.

19.4Third-Party Services. Exedy is not responsible for independent third-party products or services, including carrier networks, internet providers, mapping sources, weather sources, payment processors, chemicals, dealer financing, or third-party applications, except to the extent expressly agreed in writing.

20Limitation of Liability

LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, EXEDY, ITS AFFILIATES, LICENSORS, SUPPLIERS, SERVICE PROVIDERS, AUTHORIZED DEALERS, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS (COLLECTIVELY, THE "EXEDY PARTIES") WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR ENHANCED DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, CONTRACTS, GOODWILL, ANTICIPATED SAVINGS, CROP, YIELD, CHEMICALS, APPLICATION WINDOWS, USE, DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THE PRODUCTS, SERVICES, OR THESE TERMS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

20.1Liability Cap. To the fullest extent permitted by law, the total cumulative liability of the Exedy Parties for all claims arising out of or relating to a particular Hardware Product will not exceed the amount Customer actually paid for that affected Hardware Product, and total liability for a subscription or Service will not exceed the fees paid or payable for the affected subscription or Service during the twelve (12) months preceding the event giving rise to the claim.

20.2Essential Allocation of Risk. These limitations apply regardless of legal theory, whether contract, warranty, negligence, strict liability, tort, statute, misrepresentation, or otherwise, and even if a limited remedy fails of its essential purpose. They are an essential basis of the parties' bargain and pricing.

20.3Non-Excludable Liability. The limitations do not apply to liability that applicable law does not permit to be excluded or limited, including liability for death or personal injury caused by a party's negligence where non-waivable, fraud, fraudulent misrepresentation, or willful misconduct. Some jurisdictions do not allow certain exclusions, so some limitations may not apply.

21Customer Indemnification

21.1Indemnity. To the fullest extent permitted by law, Customer will defend, indemnify, and hold harmless the Exedy Parties from and against third-party claims, demands, investigations, proceedings, damages, losses, fines, penalties, liabilities, judgments, settlements, costs, and reasonable attorneys' fees arising out of or relating to: (a) Customer's or an Authorized User's operation, ownership, transport, storage, maintenance, or use of a Product; (b) chemical mixing or application, drift, contamination, exposure, crop damage, environmental harm, or off-target application; (c) violation of these Terms, Documentation, law, regulation, permit, license, label, privacy right, or third-party right; (d) Customer Data; (e) unauthorized modification or third-party components; or (f) Customer's negligence, gross negligence, willful misconduct, or unlawful activity.

21.2Procedure. The indemnified party will provide reasonably prompt notice, permit Customer to control the defense with qualified counsel, and provide reasonable cooperation at Customer's expense. Customer may not settle a claim in a manner that admits fault by, imposes obligations on, or restricts an indemnified party without that party's prior written consent.

22Safety Notices, Service Campaigns, and Mandatory Updates

22.1Compliance with Notices. Customer must promptly review and comply with safety notices, service bulletins, recalls, inspection requirements, grounding notices, firmware or software updates, and corrective-action instructions issued by Exedy, a Service Provider acting on Exedy's behalf, a regulator, or an Authorized Dealer acting under Exedy direction.

22.2Temporary Restrictions. Where reasonably necessary for safety, security, legal compliance, or protection of Products or Services, Exedy or its designated Service Provider may temporarily restrict activation, account features, Software access, support, or affected functionality until required actions are completed. Customer must not operate a Product that has been grounded or identified as unsafe.

22.3Contact Information. Customer must keep aircraft registration, owner, operator, address, phone, and email information current so safety and service communications can be delivered.

23Suspension and Termination

23.1Customer Termination. Customer may stop using Products and may cancel a subscription as permitted by the applicable Order Documents and any Supplemental Software Terms. A completed Hardware sale cannot be terminated merely by ceasing use and remains subject to payment, return, warranty, financing, and other applicable obligations.

23.2Suspension. Exedy or its designated Service Provider may suspend an account, subscription, activation, support, or Services if it reasonably believes that Customer has violated these Terms, failed to pay undisputed amounts, created a safety or security risk, used a Product unlawfully, compromised an account, failed to install a required safety update, or must be suspended by law or government order. Where practicable, Exedy will provide notice and an opportunity to cure.

23.3Termination for Cause. Exedy may terminate these Terms, an account, or affected Services upon notice for a material breach that is not cured within thirty (30) days after written notice, or within five (5) days for nonpayment, or immediately if continued access presents an imminent safety, security, fraud, legal, or public-harm risk.

23.4Effect. Upon termination, the applicable Software license and Service access end; all accrued fees remain due; Customer must stop using terminated Software and return or destroy Exedy Confidential Information as directed; and data availability will be governed by Section 14 and any applicable Supplemental Software Terms. Termination does not transfer ownership of Software or affect obligations and rights that accrued before termination.

23.5Survival. Sections concerning payment, data rights, intellectual property, warranty limitations, disclaimers, limitation of liability, indemnification, dispute resolution, confidentiality, and provisions that by their nature should survive will survive termination.

24Changes to Products, Services, and These Terms

24.1Product and Service Changes. Exedy and its Service Providers may improve, modify, replace, discontinue, or change Products, Software, Services, features, interfaces, specifications, or support. Changes may be necessary for safety, security, regulation, availability, compatibility, technology, or business reasons. Exedy will use reasonable efforts to give advance notice of material discontinuation of paid Services where practicable.

24.2Changes to Terms. Exedy may update these Terms. Material changes will be communicated by email, in-product notice, account notice, website notice, or other reasonable means and will become effective no fewer than thirty (30) days after notice unless a shorter period is reasonably necessary for safety, security, law, or prevention of abuse. Non-material changes are effective when posted.

24.3Acceptance of Revised Terms. Continued use after the effective date constitutes acceptance of revised Terms. If Customer does not agree, Customer must stop using affected Services and may cancel future subscription periods as permitted. Changes will not retroactively reduce an express Hardware warranty or alter accrued rights unless Customer expressly agrees or applicable law permits.

25Export Controls, Sanctions, and Government Use

25.1Trade Compliance. Products, Software, technical data, encryption, and services may be subject to U.S. export controls, sanctions, import restrictions, and other trade laws. Customer will not export, re-export, transfer, release, or use them in violation of applicable law or for prohibited end users, end uses, or destinations.

25.2Restricted Parties. Customer represents that it is not a sanctioned or restricted party and is not owned or controlled by one. Customer will obtain required licenses and will not permit access by a person or entity barred by applicable law.

25.3Government Users. Software and Documentation provided to the U.S. Government are commercial computer software and commercial computer software documentation and are licensed only with the rights stated in these Terms and applicable Order Documents.

26Confidentiality

26.1Confidential Information. Non-public technical, product, roadmap, security, pricing, test, service, and business information disclosed by one party to the other that is marked confidential or reasonably should be understood as confidential is "Confidential Information." Customer Data is Customer Confidential Information. Non-public Product and Service information is Exedy Confidential Information, including information that belongs to Exedy's Affiliates, licensors, or Service Providers.

26.2Protection and Use. The recipient will use Confidential Information only to exercise rights or perform obligations under these Terms, protect it with at least reasonable care, and disclose it only to personnel and advisers with a need to know and confidentiality duties. This section does not restrict information that is public without breach, previously known without duty, rightfully received from a third party, independently developed, or required to be disclosed by law after notice where permitted.

27Governing Law; Dispute Resolution; Arbitration; Class Waiver

BINDING ARBITRATION; JURY AND CLASS-ACTION WAIVER. EXCEPT FOR THE LIMITED EXCEPTIONS BELOW, CUSTOMER AND EXEDY AGREE THAT DISPUTES WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, NOT IN COURT. EACH PARTY WAIVES A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION.

27.1Governing Law. These Terms and all disputes relating to the Products or Services are governed by the laws of the State of Michigan, without regard to conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply. If Supplemental Software Terms contain their own governing-law or dispute-resolution provisions, those provisions apply only to disputes arising solely from the Software features those terms cover.

27.2Informal Resolution. Before filing arbitration or litigation, the claimant must send a written notice describing the dispute, supporting facts, and requested relief. The parties will attempt in good faith to resolve the dispute for thirty (30) days after receipt.

27.3Binding Arbitration. Except as provided in Section 27.5, any dispute arising out of or relating to these Terms, the Products, the Services, purchase, activation, operation, warranty, or the relationship between Customer and Exedy will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules or, if legally applicable, its Consumer Arbitration Rules. The Federal Arbitration Act governs this arbitration provision. Arbitration will be conducted in English in Wayne County, Michigan, or remotely if permitted by the AAA rules and ordered or agreed.

27.4Class and Jury Waiver. CUSTOMER AND EXEDY MAY BRING CLAIMS ONLY IN THEIR INDIVIDUAL CAPACITIES. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OR PRESIDE OVER A CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES THE RIGHT TO A JURY TRIAL.

27.5Exceptions. Either party may seek temporary or permanent injunctive or equitable relief in a court of competent jurisdiction to protect intellectual property, Confidential Information, safety, or security; may bring an individual claim that qualifies in small-claims court; and may pursue any remedy that applicable law does not permit to be arbitrated.

27.6Court Venue. If arbitration is unavailable or unenforceable for a particular dispute, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Wayne County, Michigan, except where applicable law requires another forum.

28Electronic Communications and Legal Notices

28.1Electronic Communications. Customer consents to receive agreements, disclosures, invoices, operational notices, safety alerts, update notices, and other communications electronically by email, account message, in-product notice, website posting, controller message, or other reasonable method. Customer may opt out of marketing messages but not essential safety, account, legal, or service communications.

28.2Legal Notices. Legal notices to Exedy must be sent by email to support@exedydrones.com and by certified mail or nationally recognized overnight courier to: EXEDY Globalparts Corporation, Attn: Legal, 8601 Haggerty Road South, Van Buren Township, Michigan 48111-1607, USA, or to a replacement address published by Exedy. Notices to Customer may be sent to the account, order, or registration contact information and are effective when received or, for electronic notices, when transmitted unless returned as undeliverable.

29Miscellaneous

29.1Entire Agreement. These Terms and the incorporated documents constitute the entire agreement regarding their subject matter and supersede prior or contemporaneous communications on that subject. Preprinted or click-through terms in a Customer purchase order do not apply unless Exedy expressly accepts them in a signed writing.

29.2Assignment. Customer may not assign or transfer these Terms, an account, Software license, warranty right, or subscription without Exedy's prior written consent, except as required by law. Exedy may assign or transfer these Terms, in whole or in part, without Customer's consent, to an Affiliate or to a successor in connection with a merger, acquisition, reorganization, financing, or sale of all or part of its business or assets. These Terms bind and benefit the parties and their permitted successors and assigns.

29.3Force Majeure. No party is liable for delay or failure, other than payment obligations, caused by events beyond reasonable control, including severe weather, natural disaster, fire, war, terrorism, civil unrest, labor dispute, epidemic, government action, export restriction, supply-chain disruption, carrier failure, internet outage, cyberattack, or utility failure. The affected party will use commercially reasonable mitigation efforts.

29.4Severability. If any provision is invalid or unenforceable, it will be enforced to the maximum permissible extent and the remaining provisions will remain effective. If the class waiver in Section 27.4 is found unenforceable as to a claim, that claim will proceed in court under Section 27.6 and not in arbitration.

29.5No Waiver. A failure or delay to exercise a right is not a waiver. A waiver must be in a signed writing and applies only to the stated circumstance.

29.6Independent Contractors. The parties are independent contractors. These Terms do not create an agency, partnership, franchise, fiduciary duty, employment relationship, or joint venture among Customer, Exedy, its Affiliates, its Service Providers, or Authorized Dealers.

29.7Headings and Interpretation. Headings are for convenience only. "Including" means "including without limitation." Singular includes plural as context requires. An electronic record or signature has the same effect as a paper record or handwritten signature to the extent permitted by law.

30Contact Information