This System Operations License Agreement (this “Agreement”) is by and between Sunflower Labs Inc., a Delaware corporation with a principal place of business at 1364 Crestview Dr. San Carlos CA 94070 USA (“SFL”) and the Client that has acquired SFL’s Beehive System Hardware from SFL or an Approved Vendor. Certain capitalized terms used and not otherwise defined herein shall have the meaning ascribed thereto in Section 10 of this Agreement. SFL and Client may each be referred to herein as a “Party” and collectively as the “Parties.”

This Agreement provides the terms and conditions governing Client’s use of the System Software in operating the Beehive System Hardware and managing Client’s use of the System. Please read this Agreement carefully as it constitutes a legally binding contract between SFL and Client. Client shall be deemed to evidence their agreement to be bound by this Agreement by clicking “Accept” or by downloading, installing, accessing, or using the System Software or Beehive System Hardware. If Client does not agree to be bound by this Agreement, or the individual reviewing this Agreement on behalf of Client is not authorized to act on behalf of Client to accept this Agreement, do not click “Accept” and do not download, install, access, or use any of the System Software or operate the System as any of such actions are prohibited unless and until Client has agreed to be legally bound by this Agreement.

1.              System Software License.  SFL hereby grants Client a non-exclusive, non-sublicensable, and non-transferable license during the Term to: (i) download and install a reasonable number of copies of the Operations Software, (ii) access the SFL Platform, and (iii) enable Authorized Users to use the Operations Software and the SFL Platform solely for Client’s internal business purposes in operating the System subject, in all events to the terms and conditions of this Agreement.

2.             System Operations.

2.1           Scope of Use.  Client shall only operate the System in accordance with the then-current Operations Manual and only for the purpose of monitoring its property and activities within the Scope of Use. Client shall cooperate in establishing the geo-fence limiting the Scope of Use for the Bee and develop the configuration of the Hive and Bee flight operations within the Scope of Use. Client shall ensure that no flight operation is initiated by or on behalf of Client in a manner that is intended to operate outside the then-applicable Scope of Use.  Client acknowledges and agrees that the Hive location shall not be moved after the Scope of Use has been configured without the prior written consent of SFL, or its Approved Vendor, which may be via email, as any movement may adversely affect flight operations.  As between Client and SFL, Client shall be solely responsible for any use of the System, and any consequences arising from use of the System, in a manner that violates the restrictions on the location of the Hive or flights outside the Scope of Use (a “Scope of Use Violation”) and, without limiting the foregoing, all warranties and other obligations of SFL relating to the performance of the System shall be void in connection with, and arising from, any Scope of Use Violation.

2.2           Client Infrastructure.  Client shall be responsible for all site preparation necessary to install and operate the Beehive System Hardware including, without limitation, the foundation for the Hive and all electrical and Internet connectivity necessary to power the Hive and connect with the System Software. Without limiting the foregoing, Client acknowledges and agrees that SFL is not providing an integrated LTE modem and that Client will provide either an Ethernet connection or a portable LTE hotspot with Ethernet input that can be placed next to the Hive.

2.3           Client Credentials; Access.  Client shall be solely responsible for ensuring all Client account information is up to date and shall use reasonable means to protect Client’s account information, passwords, and other login credentials, and promptly notify SFL of any known or suspected unauthorized use of or access to Client’s account.

2.4           Insurance.  Client acknowledges that SFL does not provide any insurance for Client’s benefit with respect to Client’s operation of the System and that Client shall be solely responsible for determining if, and to what extent, Client desires to obtain insurance covering its use of the System.

3.             Warranty; Availability; System Software Support.

3.1           System Software Warranty.  SFL warrants to Client during the Term that the System Software in the form provided by SFL to Client will perform substantially in accordance with the Specifications when installed and operated in accordance with the terms of this Agreement and the applicable Documentation.

3.2           System Software Availability.  The System Software will be Available to Client at least 99.7% of the time measured monthly. 

3.3           System Software Maintenance.  SFL may perform periodic maintenance on the System Software for purposes of installing Updates, performing maintenance, and executing backup procedures (“Scheduled Maintenance”).  All Scheduled Maintenance will either be performed in a manner not affecting Client’s access to or use of the System Software or, where an interruption in access to or use of the Sunflower System is expected, Sunflower will use commercially reasonable efforts to provide no less than 48 hours advance notice through the Sunflower Platform of such interruption. Client acknowledges that SFL does not offer any guaranty or warranty that the Sunflower Platform will not be affected by circumstances applicable to accessing or using a software platform hosted and only accessible via use of the Internet and that interruptions, outages, and other connectivity problems inherent to the Internet, and protecting data from third party actions, that are outside SFL’s control may result in delays or unavailability of access to the System Software.  

3.4           Error Support.  If at any time during the Term the System Software fails to satisfy the Specifications, Client may deliver a notice describing the specific failure of the Specifications providing sufficient details to enable validation or reproduction of the failure in question (an “Error Notice”) to either SFL, if Client obtained the Beehive System Hardware directly from SFL, or the Approved Vendor from which Client obtained the Beehive System Hardware. If SFL determines that the System has failed to satisfy the Specifications, SFL’s sole obligation, and Client’s sole remedy, shall be for SFL to attempt through commercially reasonable efforts and at SFL’s expense and option to correct such failure including, if applicable, providing Updates to the applicable component of the System Software. Notwithstanding the foregoing, if the failure of the System Software to perform in accordance with the Specifications is attributable to (i) Client’s failure to install, maintain, or operate the System in accordance with the terms of this Agreement and the applicable Documentation, (ii) System Software that is not obtained directly from SFL, or (iii) any modification of the System Software by anyone other than SFL (an “Excluded Failure”), SFL may charge Client for any time spent by SFL personnel identifying and remediating the Excluded Failure at the then current prices for such SFL personnel services.

4.             System Software Ownership; Restrictions. 

4.1           Ownership.  Subject to Client’s rights in or to use the Hardware in accordance with the agreement under which the Hardware was obtained, SFL and its licensors exclusively own all right, title, and interest in and to the System, including all proprietary algorithms, technologies, methodologies, analytics, artificial intelligence, and machine learning occurring as a result of the operation of the System, and any enhancements, derivative works, and improvements thereto. Client acknowledges and agrees that the System is protected by patent, copyright, trademark, and other laws and that, except for the right to access and use the System Software set forth in this Agreement, SFL and its respective successors and assigns, retain all rights, title, and interests in and to the System Software. 

4.2           Restrictions.  Client shall not: (i) sell, lease, transfer, or otherwise make the System Software available to any third party that is not an Authorized User without SFL’s prior written consent (which may be via email); (ii) cause or permit the disassembly, reverse compilation, or reverse engineering of the System Software or any of its components; (iii) make any copy, or modify, alter, or create derivative works, of the System Software, or otherwise attempt to derive any source code from, or derive or gain access to any System Software, except copies that are dynamically created during normal runtime operation; (iv) remove, alter, or obscure any copyright, trademark, or other proprietary rights notice on or in the System Software; (v) place, attach, or affix any kind of marking, label, accessory device, or other material on any Hardware except with the prior express written consent of SFL (as that may affect flight operations); (vi) bypass or breach any security system used by the System Software or access the System Software other than through the use of Client’s then-effective valid access credentials; (vii) upload to the SFL Platform any information, data, software, or other material that is unlawful or injurious, or protected by copyright, privacy rights, or any other intellectual property right without first obtaining the permission of the owner of such rights; (viii) upload any software or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to permit unauthorized access to, or to disrupt, disable, or otherwise harm or impede in any manner any operation of, the SFL Platform or the System, or any third party network or systems integrated with the System; (ix) perform (directly or indirectly) or disclose any benchmarking of the System Software performance or Specifications; or (x) suffer or allow any lien to be placed upon the System by any person or entity other than an Approved Vendor under the terms of the agreement pursuant to which Client obtained the Beehive System Hardware.

4.3           Access to System.  Upon SFL's request, Client shall cooperate with and assist SFL in obtaining access to Client’s premises to the extent necessary to allow SFL's employees, contractors, and agents to inspect the System’s operations with the System Software. SFL shall be entitled to monitor all activity of the System, including, without limitation, access to data and flight logs generated by the operation of the System Software (the “Operations Data”). Client acknowledges and agrees that SFL shall have the right to use the Operations Data to monitor performance of the System, provided that any such Operations Data identifying Client or Client’s premises or flight plans shall be considered Client’s Confidential Information. Notwithstanding the foregoing, SFL shall be entitled to use Operations Data that is aggregated and anonymized for use in compiling and reporting aggregate usage of SFL’s systems subject to the confidentiality obligations herein.

4.4           Feedback. In the absence of a separate written agreement to the contrary, Client acknowledges and agrees that if any feedback, information, suggestions, or recommendations with respect to the operation, improvement, or modification of the System is provided to SFL (“Feedback”), then SFL shall be free to disclose, use, and incorporate such Feedback in connection with the development and commercial use of the System and other products and services without any obligation to provide any compensation, accounting, or other attribution to Client or any other person.

4.5           Open Source Software.  Certain software utilized by SFL in connection with the System Software is subject to separate license terms set out at List of Open Source Software. SFL’s use of such third party software will not materially or adversely affect Client’s ability to exercise its rights herein in accessing or using the System Software or cause Client’s software to become subject to an open source license, provided Client only uses System Software in accordance with the terms of this Agreement, the Documentation and in object code form.

5.             Authority; Compliance with Laws; Regulatory Matters. 

5.1           Authority to Contract.  Each Party hereby warrants to the other Party that it is authorized and has the right to enter into and perform in accordance with the terms of this Agreement, and the execution of this Agreement and delivery and use of the System Software, respectively, in accordance with this Agreement will not, with or without the giving of notice or the passage of time, conflict with, result in the breach or termination of, or constitute a default under, any agreement to which they are a party or by which they are or may be bound.

5.2           Legal Compliance.  Each Party hereto shall comply with all applicable laws and regulations in any jurisdiction relating to the performance of their obligations or execution of their rights obtained under this Agreement including, without limitation, all laws and regulations applicable to Client’s operation of the Beehive System Hardware.  Without limiting the foregoing, each Party shall comply with:

(a)            all export and import laws and regulations of the United States and other applicable jurisdictions, including the United States Export Administration Regulations and the International Traffic in Arms Regulations, all prohibitions on downloading, exporting, or re-exporting into any embargoed countries or to anyone on the United States Treasury Department's list of Specially Designated Nationals, or the United States Department of Commerce Denied Person's List or Entity List; and

(b)            all privacy, data protection, data security, breach notification, or the processing of personal data, including without limitation, to the extent applicable, the California Consumer Privacy Act, Cal. Civ. Code § 1798.100 et seq., including its regulations and the amendments made by the California Privacy Rights Act of 2020 (“CCPA”), privacy laws passed by other U.S. states, the General Data Protection Regulation, Regulation (EU) 2016/679, the United Kingdom Data Protection Act of 2018, and the Swiss Federal Act on Data Protection (collectively, “Data Privacy Laws”). If a Party reasonably determines that it is necessary to enter into a supplemental agreement to effect an international transfer of EU data or take other action affecting personal data contemplated by this Agreement, in order to comply with any applicable Data Privacy Laws, and requests the other Party to enter into such an agreement, the Parties will use good faith efforts to prepare and enter into such an agreement.

5.3           Regulatory Clearance.  If Client requires any regulatory approval, waivers, or other actions in order to operate the System, Client shall be responsible for submitting all relevant materials, and paying all costs associated with such process. If Client obtained the Beehive System Hardware directly from SFL, then SFL will provide commercially reasonable efforts to assist in Client’s application and other processes, and SFL will provide Client information and documentation describing the System’s specifications, operational details, and safety mechanisms, if and to the extent that information required by Client is not available in the Documentation or Knowledge Base.  Client shall be solely responsible for complying with all laws and regulations applicable to Bee flight operations, including temporary flight restrictions, prior to and during the operation of the System.

6.             Agreement Term; Suspension; and Termination.

6.1           Term; Termination.  This Agreement and Client’s right to use the System Software will continue for the duration of the term for which Client is contractually permitted to operate the Beehive System Hardware (the “Term”); provided, however, that (i) SFL and Client shall each be entitled to terminate the Term if the other Party commits a material breach of its obligations hereunder that is not cured within 30 days after written notice thereof from the non-breaching Party and (ii) SFL may end the life of System Software or any component thereof, including component functionality, by providing not less than 12 months advance notice.

6.2           Suspension Rights.  Notwithstanding any other provision in this Agreement, SFL reserves the right to suspend access to any portion or all of the System Software if: (i) SFL determines that (A) there may be an imminent threat to the security of the SFL Platform, Operations Data, or to any other SFL customer or vendor; (B) it has a legal obligation to do so; or (C) Client is using the System in violation of this Agreement and fails to cure such violation within five (5) days after SFL provides written notice of such violation (the “Suspension Rights”).  Any exercise of Suspension Rights shall be as short as reasonably possible and in no event longer than ten (10) days, except in the case of a violation of the terms of this Agreement, in which case SFL shall promptly reinstate access to the System Software following cure of the violation.  This Section 6.2 does not limit any of SFL’s other rights or remedies, whether at law, in equity or under this Agreement.  SFL shall use reasonable efforts to provide notice before exercising its Suspension Rights and to provide updates regarding resumption of access to the System Software following a return of access and use rights.  SFL will have no liability for any damage, liabilities, losses (including any loss of profits) that Client or any other party may incur to the extent such damage, liability, or loss is a result of the exercise of the Suspension Rights.

6.3           Effect of Termination.  Upon the expiration or termination of the Term, Client’s right to access and use the System Software shall immediately terminate and Client shall promptly delete all copies of System Software from its computer systems and follow any SFL instructions and methods for doing so, at Client’s cost. Sections 4.1, 4.2, 4.4, 6.3, 7, 8, 9, and 11 herein will survive the termination or expiration of this Agreement for any reason whatsoever. Expiration or termination of the Term shall not limit either Party from pursuing any remedies available, including injunctive relief, nor relieve Client of its obligation to pay any fees due under this Agreement.

7.              WARRANTY DISCLAIMERS.  EACH PARTY ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTION 3.1 AND SECTION 5.1 OF THIS AGREEMENT, (I) ALL OTHER WARRANTIES (EXPRESS OR IMPLIED) INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, QUIET ENJOYMENT, AND NON-INFRINGEMENT, ARE HEREBY DISCLAIMED AND (II) THE SYSTEM SOFTWARE IS PROVIDED “AS IS,” WITH ALL FAULTS, AND SFL DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT THE SYSTEM SOFTWARE OR CLIENT’S OUTCOMES FROM USING THE SYSTEM WILL MEET ALL CLIENT’S DESIRED REQUIREMENTS OR BE SECURE, ACCURATE, COMPLETE, OR ERROR FREE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY EITHER PARTY HERETO, ITS AGENTS, OR PERSONNEL SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THE WARRANTIES IN THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, SFL PROVIDES NO ASSURANCE WHATSOEVER THAT THE USE OF THE SYSTEM WILL PREVENT ANY UNAUTHORIZED ACTIVITY OR ENSURE ANY IDENTIFICATION, CAPTURE, PROSECUTION, CONVICTION, OR FINANCIAL RECOVERY FROM OR ON ACCOUNT OF ANY PERSON CONDUCTING ANY UNAUTHORIZED ACTIVTIY.  CLIENT ACKNOWLEDGES FURTHER THAT CLIENT ASSUMES SOLE RESPONSIBILITY WITH RESPECT TO THE RESULTS OF THE DECISIONS IT MAKES IN USING THE SYSTEM.

8.             Indemnification. 

8.1           Mutual Indemnification.  Each Party shall defend the other Party and its respective officers, directors, employees, agents, representatives, successors, and assigns (in each case, the “Indemnified Parties”) from and against any third party claims against the Indemnified Parties arising from or relating to such Party’s breach of its obligations under this Agreement (including for Client, any acts or omissions of its Authorized Users), including any violation of applicable laws, and indemnify the Indemnified Parties from and against all monetary judgments, liabilities, penalties, and settlement payments to such third party, and reasonable out of pocket costs and expenses (including reasonable attorneys' fees) attributable to responding to such claim, incurred by the Indemnified Parties, subject to the procedures and limitations set forth herein.

8.2           Infringement Indemnification.  SFL shall defend Client and its officers, directors, employees, agents, representatives, successors, and assigns (in each case, the “Client Indemnified Parties”) from and against any third party claims asserting that the System Software and/or access or use thereof in accordance with the terms of this Agreement infringes such third party’s intellectual property rights (an “IP Claim”), and indemnify the Client Indemnified Parties from and against all monetary judgments, liabilities, penalties, and settlement payments to such third party, and reasonable out of pocket costs and expenses (including reasonable attorneys' fees) attributable to responding to such claim, incurred by the Client Indemnified Parties, subject to the procedures and limitations set forth herein. SFL shall not have any indemnification obligation under this Section 8.2 if the IP Claim arises from or relates to (i) compliance with any designs, specifications, or requirements Client provides to SFL; (ii) modification of any System Software by any party other than SFL; (iii) the combination, operation, or use of the System Software with any product or service not authorized by SFL; (iv) Client’s failure to implement any Updates provided by SFL; (v) failure to comply with the terms and conditions of this Agreement; or (vi) Client’s use of the System Software in connection with a no charge, beta, trial, or evaluation of the System.

8.3           Mitigation.  If Client’s use of the System Software is limited in any way by an injunction or other legal order, or SFL determines there is a reasonable risk of a third party claim of infringement, based in any event upon the System Software allegedly infringing a third-party’s rights (a “Third-party Limitation”), SFL shall at its option and expense: (i) procure for Client the right to continue using the System Software in accordance with this Agreement, while maintaining its functionality consistent with functionality existing prior to such Third-party Limitation; or (ii) modify or replace the System Software, so long as such modification or replacement is made without additional charge to Client, and provides functionality consistent with functionality existing prior to such Third-party Limitation; or (iii) if SFL determines the preceding alternatives (i) and (ii) are not commercially reasonable, terminate Client’s right to access and use the System Software and issue a pro rata refund of any fees paid to SFL for access and use of the System Software applicable to the period of time after such termination.

8.4           Indemnification Claim Procedure. The Party seeking indemnification (the “Indemnified Party”) shall: (i) promptly notify the Party obligated to provide indemnification hereunder (the “Indemnifying Party”) of any claim, suit, action, damage, loss or expense covered by this Section 8 (provided that failure to do so shall not affect the rights of the Indemnified Party unless, and then only to the extent that, such delay or failure is prejudicial to or otherwise adversely affects the Indemnifying Party); and (ii) grant the Indemnifying Party control of the defense and settlement thereof, with counsel reasonably acceptable to the Indemnified Party.  The Indemnifying Party shall not, however, without the Indemnified Party’s prior written consent, settle, compromise, or consent to the entry of any judgment or settlement in any such commenced or threatened claim, unless such settlement, compromise, or consent: (x) includes an unconditional release of the Indemnified Party from all liability arising out of such commenced or threatened claim; and (y) is solely monetary in nature and does not include (A) any restriction on the ability of the Indemnified Party to conduct its business or require any other remedial measure, or (B) a statement as to, or an admission of, fault, culpability, or failure to act by or on behalf of the Indemnified Party. 

9.             Liability Limitations. 

9.1           NO CONSEQUENTIAL DAMAGES.  IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY SPECIAL, INDIRECT, INCIDENTAL, COVER, CONSEQUENTIAL, OR PUNITIVE DAMAGES, HOWEVER CAUSED, ON ANY THEORY OF LIABILITY OR UNDER ANY STATUTE OR LAW, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF THIS AGREEMENT OR THE ACCESS TO OR USE OF THE SYSTEM.  THE FOREGOING SENTENCE SHALL NOT, HOWEVER, ELIMINATE OR LIMIT THE LIABILITY OF ANY PARTY WITH RESPECT TO ITS (I) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, (II) LIABILITY ARISING UNDER SECTION 5 OR SECTION 8 OF THIS AGREEMENT, (III) LIABILITY ARISING ON ACCOUNT OF ANY PERSONAL INJURY, DEATH, OR LOSS OR DAMAGE TO PROPERTY WHERE SUCH INJURY, DEATH, OR LOSS OR DAMAGE WAS CAUSED BY THE ACTIONS OR OMISSIONS OF A PARTY IN PERFORMING IN ACCORDANCE WITH ITS OBLIGATIONS UNDER THIS AGREEMENT, AND (IV) IF, AND ONLY TO THE EXTENT, SUCH LIABILITY CANNOT BE LIMITED BY APPLICABLE LAW (COLLECTIVELY, THE “EXCLUSIONS”).  IN NO EVENT WILL SFL BE LIABLE FOR THE PROCUREMENT OF ANY SOFTWARE TO REPLACE THE SYSTEM SOFTWARE.

9.2           FINANCIAL LIMITATIONS.  EXCEPT FOR ANY LIABILITY ARISING FROM THE EXCLUSIONS, IN NO EVENT, AND NOTWITHSTANDING ANY PROVISION IN THIS AGREEMENT TO THE CONTRARY, SHALL EITHER PARTY’S LIABILITY FOR ANY MATTER ARISING OUT OF THE SUBJECT MATTER OF THIS AGREEMENT OR THE ACCESS TO OR USE OF THE SYSTEM, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EXCEED, IN THE AGGREGATE, THE GREATER OF US$1,000 OR THE AMOUNT OF FEES PAID BY CLIENT TO SFL HEREUNDER IN THE 12 MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, EXCEPT THAT LIABILITY ARISING UNDER SECTION 5 OR SECTION 8 OF THIS AGREEMENT SHALL NOT EXCEED $1,000,000.

9.3           Force Majeure.  Neither Party shall be liable for default or for delay in performance under this Agreement (other than a default in payments) due to a cause beyond its control and without its fault or negligence, including but not limited to acts of God or nature, or of the public enemy, changes in applicable law or any other act of government, fires, epidemics, quarantine restrictions, strikes, freight embargoes or delays of suppliers, or the transmission of data over third party communications networks and systems, including the Internet (a “Force Majeure Event”).  In the event of such default or delay, dates for performance shall be extended for a period equal to the time lost by reason of such delay.  Each Party shall use its reasonable efforts to remove the cause of any delay impacting its performance and resume performance as soon as possible and to mitigate the impact of such delay.  In no event shall a Party be liable for any damages attributable to non-performance due to any Force Majeure Event.  If any Force Majeure Event prevents either Party from carrying out its obligations under this Agreement for a period of more than 90 days, the other Party may terminate this Agreement without liability upon written notice.

10.           Definitions.  Each of the terms set forth below shall be defined as follows:

10.1         “Approved Vendor” means a SFL authorized reseller, distributor, or systems integrator authorized by SFL to sell or lease System Hardware identified on SFL’s Approved Vendor page.

10.2         “Authorized User” means an individual Client employee or independent contractor (solely during such contractor’s active engagement in providing services to Client) who is authorized by Client to access and use the System Software in order to enable Client’s use of the System.

10.3         “Available” and “Availability” means that the core functionality of the System Software will be available for Client’s access and use subject to, and excluding any time during which the System Software is unavailable due to, (i) Scheduled Maintenance, (ii) any Force Majeure Event, (iii) during the exercise of any Suspension Rights, (iv) any Unscheduled Downtime, or (v) loss or interruption of access or use resulting solely from actions or inactions of Client.

10.4         “Bee” means a flying drone with the specifications described in the Order Form.

10.5         “Beehive System Hardware” means the Bee and Hive.

10.6         “Client” means the individual or legal entity that has acquired System Hardware from SFL or an Approved Vendor.

10.7         “Documentation” means the SFL published user operations, installation, and maintenance manuals for the System, as the same may be amended or supplemented during the Term.

10.8         “Hive” means a base station in which the Bee is maintained in-between flights with the specifications described in the Order Form.

10.9         “Scope of Use” means the geo-fenced land area for which a Bee is programmed in the SFL Platform to fly at Client’s premises established by Client and SFL, or SFL’s Approved Vendor, when Client initiates its account on the SFL Platform, and as such geographic area may be modified from time to time by Client and SFL or SFL’s Approved Vendor.

10.10      “Specifications” means the specifications set forth in the Documentation describing the functionality of the System Software.

10.11      “System” means, collectively, the Beehive System Hardware and System Software.

10.12      “System Software” means, collectively, (i) SFL’s proprietary client software application for control and management of the System (the “Operations Software”) and (ii) the cloud-based software platform (the “SFL Platform”), including a data repository for storage of System video and data output generated by use of the System.

10.13      “Update” means an update, upgrade, bug fix, error correction, enhancement, or other modification to the System Software.

10.14      “Unscheduled Downtime” means System Software unavailability due to the failure or interruption of services from third party communication and network connectivity service providers upon which the System Software relies, including utility and power providers, cellular carriers, and Internet service providers, or any actions or omissions of Client, including any failure to comply with the terms of this Agreement.

11.           Miscellaneous.

11.1         Entire Agreement.  This Agreement constitutes the entire agreement between the Parties with respect to its subject matter, and supersedes all prior and contemporaneous proposals, statements, and agreements. 

11.2         Amendment; Waiver.  This Agreement may be amended or modified only by a written instrument executed by both Parties.  No delay or omission by either Party in exercising any right under this Agreement shall operate as a waiver of that or any other right.  A waiver or consent given by either Party on any one occasion shall be effective only in that instance and shall not be construed as a bar or waiver of any right on any other occasion.

11.3         Notice.  All notices required or permitted under this Agreement shall be in writing and shall be deemed effective upon personal delivery or upon delivery by a courier service or email, addressed to Client at the address shown on the Order Form and addressed to SFL at legal@sunflower-labs.com, or at such other address or addresses as either Party shall designate to the other in accordance with this Section. 

11.4         Governing Law; Compliance.  This Agreement shall be construed, interpreted, and enforced in accordance with the laws of the State of California, USA, without regard to its principles of conflict of laws.  The Parties agree that exclusive jurisdiction and venue of any action with respect to this Agreement shall be in a state or federal court located in San Francisco, California, USA, and each of the Parties hereby submits to jurisdiction and venue of such courts for the purpose of any such action.

11.5         US Government End Users. The System Software and Documentation are deemed to be “commercial computer software” and “commercial computer software documentation” pursuant to FAR 12.212 and DFARS 227.7202. All US Government end users acquire the System Software and Documentation with only those rights set forth in this Agreement. Any provisions that are inconsistent with federal procurement regulations are not enforceable against the US Government.

11.6         Modifications to this Agreement. SFL may modify the terms of this Agreement from time to time by updating this Agreement and providing notice to Client, which may be via the System Software; provided, however, that no such modification shall be binding on Client without Client’s agreement if such modification materially adversely affects Client’s rights under this Agreement; and, provided further, that Client’s agreement to a modification shall not be required if the modification is necessary in SFL’s reasonable determination in order to reflect modifications in laws or regulations governing the sale, lease, distribution, export, or operation of the System or modifications to the System technologies or functionality utilized by Client. No modification of this Agreement shall be binding upon SFL without SFL’s separate written agreement entered into by SFL and Client expressly referencing this Agreement and expressly providing the modifications that are agreed upon.

11.7         Successors and Assigns.  Neither Party may assign this Agreement in whole or in part without the prior written consent of the other Party; provided, however, that either Party may assign this Agreement without the written consent of the other Party to (i) one of such Party’s affiliates and (ii) an entity succeeding to substantially all the assets and business of such Party by merger or purchase.  Subject to the foregoing, this Agreement shall be binding on the Parties and their successors and permitted assigns.

11.8         Severability.  Should any provision of this Agreement, or any provision incorporated into this Agreement in the future, be or become invalid or unenforceable, the validity or enforceability of the other provisions of this Agreement shall not be affected thereby. The invalid or unenforceable provision shall be deemed to be substituted by a suitable and equitable provision which, to the extent legally permissible, comes as close as possible to the intent and purpose of the invalid or unenforceable provision. The same shall apply if any provision of this Agreement is invalid because of the scope of any time period or performance stipulated herein; in this case the Parties shall be deemed to have agreed upon a legally permissible time period or performance which comes as close as possible to the stipulated time period or performance.

11.9         No Third Party Beneficiaries.  The provisions of this Agreement are for the sole benefit of the Parties hereto and will not, except to the extent otherwise expressly stated herein, inure to the benefit of any third party.