Apellix Terms of Sale Agreement

Please also see the Apellix Terms of Use at https://www.Apellix.com/terms-of-use

Please read this entire agreement.

These terms constitute a binding legal agreement between you(“Customer ”or “you”) and Working Drones, Inc., a Florida corporation doing business as Apellix ("Apellix", “we” or “us”); (individually a “Party”, and collectively, “the Parties”).

Your purchase of an Apellix System (drone, base station, accessories, and attachments, hereinafter, a “System”) constitutes your agreement to be bound by these Terms & Conditions of Sale (“Terms of Sale”). We reserve the right to change the Terms of Sale at any time. Please review the Terms of Sale each time, prior to making a purchase. Every time you order from Apellix, the Terms of Sale in force at that time apply. If you have any questions regarding the Terms of Sale, you can contact Apellix atinfo@apellix.com.

BY PLACING AN ORDER, YOU ARE ACCEPTING AND AGREEING TO THESE terms of sale on BEHALF OF YOURSELF AND THE ENTITY YOU REPRESENT IN CONNECTION WITH the purchase. YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ACCEPT AND AGREE TO THESE TERMS OF SALE ON BEHALF OF YOURSELF OR THE ENTITY YOU REPRESENT. YOU REPRESENT THAT YOU ARE OF SUFFICIENT LEGAL AGE IN YOUR JURISDICTION OR RESIDENCE TO PURCHASE AND USE A DRONE OR ANY COMPONENT OF THE APELLIX SYSTEM TO ENTER INTO THESE TERMS OF SALE. IF YOU DO NOT AGREE WITH ANY OF THE PROVISIONS OF THESE TERMS OF SALE, YOU MAY NOT PURCHASE THE SYSTEM OR ANY COMPONENT OF THE SYSTEM.

Payment

Payment must be made at the time of order unless otherwise agreed to by the Parties. Customer will pay the total purchase price plus shipping and handling, if any, as specified on the emailed invoice. Customer is also responsible for all taxes related to this purchase and to the import of the System, if applicable, to include but not limited to any and all sales taxes, value-added taxes, import taxes/customs/duties and any other similar taxes or fees imposed by any governmental or other entity. Moreover, Customer bears the responsibility to report purchases and/or imports as required by local, regional, and national law at their business location and/or at location where the System is delivered or used. All sales are final.

Shipping and Delivery

All Apellix products are sold Ex-works (Incoterms EX-W). When goods are bought or sold "Ex Works"(EXW), it means that the seller (Apellix) is making the goods available at their warehouse. The buyer is then free to come and pick up the goods. Ex Works places full responsibility for cost and risk with the buyer. Prices for the system do not include shipping costs. The estimated shipping, arrival, or delivery date is not a guaranteed departure or delivery date for your order.

The Apellix Systems are sold without regard to delivery duty payment. You, as the recipient, may have to pay import duty or a formal customs entry fee prior to or on delivery. Additional taxes, fees or levies may apply according to local or other legislation and are your responsibility. Before placing an order for international delivery, you are required to check these details. It is your sole responsibility, where applicable, to comply with any export controls or sanctions rules applied to products we supply you.

You are required to notify us in writing of any changes or errors in your order prior to shipment by emailing us immediately at info@apellix.com. If you detect an error in your order after it has been shipped, please email us immediately at info@apellix.com for potential assistance. You may have to directly contact the shipping carrier once your order has shipped.

All safety warnings, information, instructions, packaging, in-box materials, mobile apps, and support services are provided only in English (U.S.). If you are not comfortable with English instructions, we do not recommend purchasing an Apellix System.

Technical Support

The Apellix Customer Service team is available to assist with questions and technical issues. To contact our team,go to:https://apellix.com/support

System Inspection and Maintenance

Apellix offers a complimentary System inspection twelve(12) months after purchase. You are responsible for the costs associated with shipping the System to Apellix and the fees associated with the return of the System to your location of choice. Apellix will inspect and test the System and make any repairs, replacements, or updates that are covered by the warranty.

If a repair is not covered by warranty or your Service Plan, then Apellix will provide you with a statement of issues found during the System inspection including anticipated repair costs and potential timelines for servicing and returning the System. You are responsible for repair costs not covered by the warranty. The System owner has the option to accept or reject certain repairs of non-warranty items. However, certain non-warranty repairs that may impact the operational safety or readiness of the System will be required at Customer’s costs in order to keep the warranty in force. Payment is due at time of repair.

We will endeavor to return the System as soon as possible to minimize downtime. However, issues such as replacement parts availability, work stoppages, strikes, or shipping and logistics delays may impact thereturn to service date.

Safety

Apellix Systems are meant for professional pilots and knowledgeable operators. The Apellix Systems are potentially dangerous. All users must carefully read the Apellix Safety Guidelines and complete the free Apellix training prior to using the System. The System must only be operated under the direct supervision of a properly trained and licensed pilot in accordance with the documentation and other materials provided, or as local aviation regulations allow. Your safety and the safety of people and property in the operational vicinity of the System is your responsibility, including ensuring the System is in good condition to operate, ensuring you are properly operating the System, and ensuring you have adequate skill and experience to safely operate the System. Apellix disclaims all responsibility for any resulting damage, injury, or expense due to your failure to operate the System consistent with the documentation. It is your responsibility to make sure that your activities fully comply with applicable laws and regulations.

To ensure safe operations of the System you must comply with all operational specifications including but not limited to, temperature, wind speed, rain or precipitation, minimum distance to the surface being worked on, tether and hose management, etc. In addition to operations procedures, it is your responsibility to ensure the aircraft and related systems are fully functional each time they are used. You are also required to ensure all equipment maintenance and service intervals are met.

Product Usage

You will not sublease, license or sublicense to, or allow the useof the Apellix Systemby any other parties,except with the prior written consent of Apellix.

In the United States (US), the Apellix System is intended to be operated consistent with Federal AviationAuthority (FAA) regulations as well as State and Local regulations. Use of the system outside the US mustbe done in full compliance with all regulations(national, provincial, state, local and municipal)in thejurisdiction where you are operating the System. By accepting receipt of the Apellix System and to maintainthe Apellix warranty on this System you acknowledge this responsibility and your required compliance.

For the duration of these Terms of Sale, youwill maintain and carry insurance which includes commercialgeneral liability insurance, in a sum no less than $1,000,000.00, and an aviation insurance policy on andfor theApellix System, in a sum no less than $1,000,000.00.The Customer shall provide Apellix with proof of such coverage upon request and shall name Apellix as named additional insured.

Product Malfunctionor Accident

Should the Apellix System be involved in an accident, become unsafe, malfunction or require repair (each “Accident”), you shall immediately (i) notify Apellix; and (ii) cease using the Apellix System. Apellix has no obligations whatsoever for any Accident, including without limitation the costs for any repairs or replacements.

Ownership of Intellectual Property

All intellectual property relating to the System, including any trade secrets, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design and trade name(the “Intellectual Property”) are the sole property of Apellix. All data captured by the System, including flight data and power consumption data, is proprietary and owned by Apellix.

You may not use the Intellectual Property for any purpose except with the written consent of Apellix and you are responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.

You may not attempt to decipher, decompile, or reverse engineer any of the Apellix hardware, software, or other related technological systems. You may not remove or open the power supply box plate where the electrical connections located, nor remove or open the electronics cover nor any other part of the System. Opening the power supply box plate or the electronics cover of the System may result injury or death, may make the Systems inoperable, or may cause malfunctions, or crashes, and will void the limited manufacturer’s warranty.

Feedback

If you communicate feedback including proposed modifications or improvements to the Apellix Systems, then you hereby grant Apellix an unrestricted, perpetual, irrevocable, non-exclusive, royalty-free right to utilize such feedback in any manner that Apellix deems appropriate with no obligations to make payments to you for such exploitation.

Export Compliance

Customer hereby acknowledges that the products and services delivered under these Terms of Sale are subject to applicable export control and trade sanctions laws and regulations, including without limit those of the United States (e.g., the sanctions administered by the U.S. Department of Treasury’s Office of Foreign Assets Control (31 CFR Part 500 et seq.), the Export Administration Regulations (“EAR”, 15 CFR Part 730 et seq.) administered by the U.S. Department of Commerce’s Bureau of Industry and Security, laws and regulations targeting proliferation activities, and the restricted parties lists maintained by the U.S. government (e.g., the Denied Persons List, Unverified List, Entity List, Specially Designated Nationals List, Debarred List and Non-proliferation Sanctions)). Customer agrees to comply with these laws and regulations and certifies that it will not use, sell, resell, export, re-export, import, dispose of, disclose, or otherwise deal with the products or services delivered under this Agreement, directly or indirectly, to any country, destination or party without first obtaining any and all required export licenses or other governmental approval, and completing such formalities as may be required. Customer further agrees not to do anything which would cause Apellix to be in breach of the export control, trade sanctions laws, or any other laws, rules, or regulations.

Indemnification

Customer shall be responsible for all goods and materials upon receipt from Apellix and Customer shall be liable for all claims, losses, costs, expenses, and other damages resulting from or arising out of the acts or omissions of Customer and relating to the System. Customer expressly agrees to indemnify and hold Apellix harmless from any and all loss, costs, liability, expense, and attorneys’ fees arising from the acts or omissions of Customer arising under these Terms of Sale, including any and all such claims, losses, costs, expenses, and other damages resulting from or arising out of any failure of Customer or Customer employees, agents, and subcontractors to comply with any applicable governmental regulations and/or statutes.

Limitation of Liability

EXCEPT TO THE EXTENT ARISING OUT OF GROSS NEGLIGENCE, INTENTIONALMISCONDUCT AND FRAUD, IN NO EVENT SHALL APELLIX BE RESPONSIBLE OR LIABLEFORDAMAGES TO THE CUSTOMER WHATSOEVER, INCLUDING WITHOUT LIMITATIONANYDIRECT,CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY,PUNITIVE, OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES ARISING OUT OF ORRELATING TO THESE TERMS, REGARDLESS OF WHETHER SUCH DAMAGES WEREFORESEEABLE OR APELLIX WAS ADVISED OF THE POSSIBILITY THEREOF.

Limited Product Warranty

We warrant thatthe Systemwill be free from manufacturing defects for a period of one(1)year followingthe date of delivery to you(the “Warranty Period”).This warranty covers defects in material orworkmanship under normal use during the Warranty Periodonly.We will replace, repair or credit you forany confirmed defective product(s) or component(s)at our option.

This warranty excludes replacement or repairing of parts due to a) improper use, including operation of the system once notified of environmental interference such as magnetic compass errors, GPS errors and errors attributed to electromagnetic interference; b) negligent operation; additions to or modifications of the System, c) failure to properly maintain the System per Apellix requirements ord) other misuse of the System including accident, abuse or use outside the System’s intended scope. Operating the System in violation of FAA, State or local regulations shall constitute misuse for purposes of this warranty.

Products and components of the System that are covered under this warranty include: ground power supply, water control valve, flight controller, radio controller, motors, electronic speed controllers, GPS, camera and air frame. Apellix does not guarantee that the exact replacement part will be available. If a part is no longer available, then Apellix in its sole discretion will provide the Customer with a similar part.

If you are in violation of either the Apellix Terms of Sale then this limited warranty shall be voided, shall not apply, and Apellix will have no obligation to provide any support services to you for the applicable sale.

Limitations

This limited warranty excludes:

Cost of shipping of the System or components to or from the Customer to Apellix for repair or for required service
Cost of replacement of the product shipping box
Cosmetic repair that does not impact the function of the product
Batteries, propellers, tethers, or other consumables.

This warranty is voided by any damage caused by improper use, maintenance, operation, or storage of the System.

If you are in violation of the Apellix Terms of Sale Agreement, incorporated herein by reference, then this limited warranty shall be voided, shall not apply, and Apellix will have no obligation to provide any support services to you for the applicable sale.

You will not change, modify, add or remove anything to the System. Any modifications to the System may affect its flight capability and cause an accident. Modifications or changes to the System immediately void the warranty. Opening the power supply box plate or the electronics cover of the System may result injury or death, may make the Systems inoperable, or may cause malfunctions, or crashes, and will void the limited manufacturer’s warranty.

Product Update Options

Various additional features, functionality or other upgrades may be available for a fee as an additional purchase during the term of the warranty. These Terms of Sale will remain in effect with the purchase of any additional updates.

How to handle a warranty case

Any warranty case must be submitted toinfo@apellix.comDocumentation needed for a warranty case:

The Drone's serial number
A description of the problem along with clear evidence of its presence (e.g., photos or videos).

Out of Warranty Products

Our online technical support is available to help you even if the issue is not covered under warranty.

For Apellix products that are out of warranty we will offer a la carte repairs. The customer will be responsible for all costs of a la carte repairs. To handle an out of warranty case, sendinfo@apellix.comabrief description of the problem along with clear evidence of its presence (e.g., photos or videos).

We will provide an out-of-warranty estimate to repair the issue. Costs will include

Time of technical staff charged at an hourly rate
Cost of replacement parts
Cost of shipping to and from the customer

We will repair the System and work with the Customer to arrange shipment of the repaired System at the Customer’s expense. Payment is due at time of repair.

Entire Agreement

These Terms of Sale constitutes the entire understanding of the Parties as to the subject matter hereof and supersedes all prior offers, agreements, arrangements, negotiations and understanding, written or oral between the parties relating to that subject matter.

Severability & Assignment

If any provision of these Terms of Sale is held to be unenforceable for any reason, the legality or enforceability of the remaining terms shall not be affected or impaired. The failure of Apellix to act with respect to a breach of these Terms of Sale by Customer or others does not constitute a waiver and shall not limit Apellix's rights with respect to such breach or any subsequent breaches. Apellix expressly reserves the right to assign these Terms of Sale and to delegate any of its obligations hereunder. Customers may not assign, delegate or otherwise transfer any obligations under these Terms of Sale without the prior written consent of Apellix. Apellix may assign the provision of repair services to third parties.

Confidential Information

All non-public, confidential, or proprietary Apellix information, disclosed to you by Apellix, whether or not marked, designated, or otherwise identified as “confidential,” in connection with these Terms is confidential, solely for the use of the System, and may not be disclosed or copied unless authorized by Apellix in writing.

Non-Solicitation

During the duration of these Terms of Sale, and for a period of one (1) year immediately thereafter, Customer agrees not to solicit any of Apellix’s employees, independent contractors or vendors on behalf of itself or any other business enterprise, nor shall Customer induce any of Apellix’s employees, independent contractors or vendors to end or breach any such relationship.

Non-Disparagement

Customer shall not, at any time during the duration of these Terms of Sale and forever thereafter, make any statements or take any action which may, directly or indirectly, disparage Apellix. The Customer agrees not to make any public disparaging, negative, or defamatory comments about the Company’s business, its products, its directors, officers, employees, affiliates, representatives or agents, or any of them, whether written, oral, or electronic. In particular, the Participant agrees to make no public statements, including social media posts, that disparage or may disparage the Company’s business, are critical of the Company or its business, or would cast the Company or its business in a negative light. In addition, the Participant further agrees not to provide any third party, directly or indirectly, with any documents, papers, recordings, e-mail, internet postings, or other written or recorded communications referring or relating the Company’s business, that would support, directly or indirectly, any disparaging, negative or defamatory statement, whether written or oral. This Section shall not be violated by making any truthful statement to the extent reasonably necessary in connection with any litigation, arbitration, or mediation or required by law or by any court, arbitrator, mediator or administrative or legislative body (including any committee thereof) with apparent jurisdiction to order the person to disclose or make accessible such information.

Injunctive Relief

Both parties agree that any breach or threatened breach of this contract may result in irreparable harm to the non-breaching party, for which monetary damages would be inadequate compensation. Therefore, in addition to any other remedies available at law or in equity, the non-breaching party shall be entitled to seek injunctive relief to prevent such breach or to compel specific performance without the necessity of posting a bond or other security.

Governing Law & Dispute Resolution

Any dispute, controversy or claim arising out of or relating to this Terms of Sale or to a breach thereof, including its interpretation, performance or termination, shall be finally resolved by arbitration. The arbitration shall be conducted by the American Arbitration Association in accordance with its then-current Rules. The arbitration, including the rendering of the award, shall take place in Jacksonville, FL, USA. For the purposes of this arbitration, this Terms of Sale agreement shall be governed by and construed under Florida law. The decision of the arbitrators shall be binding upon the parties hereto, and the expense of the arbitration (including without limitation the award of attorneys' fees to the prevailing Party) shall be paid as the arbitrators determine. The decision of the arbitrators shall be executory, and judgment thereon maybe entered by any court of competent jurisdiction.

Notwithstanding anything contained in this section, either Party has the right to institute judicial proceedings against the other Party or anyone acting by, through or under such other Party in order to enforce the instituting Party's rights hereunder through reformation of contract, specific performance, injunction or similar equitable relief.

TO THE MAXIMUM EXTENT ALLOWED UNDER APPLICABLE LAW, EXCEPT FOR THEEXPRESS LIMITED WARRANTIES SET FORTH ABOVE THE SYSTEMISPROVIDED “AS IS” AND “AS AVAILABLE” ANDAPELLIXMAKES NO WARRANTIES UNDER THESE TERMS, EXPRESS, IMPLIED, OR STATUTORY, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIEDWARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING ORUSAGE OF TRADEUNDER OR IN CONNECTION WITH THE PRODUCTS. APELLIX DOES NOT WARRANT THAT THE PRODUCTS AND CONTENT WILL OPERATE ERROR-FREE, UNINTERRUPTED, OR THAT THEY WILL BE SECURE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY APELLIX, ITS AGENTS OR OTHER REPRESENTATIVES OR EMPLOYEES SHALL IN ANY WAY INCREASE THE SCOPE OF APELLIX’S WARRANTIES UNDER THESE TERMS. WITHOUT LIMITING THE GENERALITY OF THE FORGOING,APELLIX AND ITS SUPPLIERS DO NOT MAKE, AND EXPRESSLY DISCLAIM, ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, RELATED TO ANYTHIRD-PARTYINTELLECTUAL PROPERTY, TECHNOLOGY OR INFORMATION PROVIDED AS PART OF THE SYSTEMORIT SDOCUMENTATION

Apellix
2624 Phyllis St.
Jacksonville, FL 32204
United States
info@apellix.com