Terms and Conditions of Sale

THE PURCHASER ACKNOWLEDGES THAT THE PURCHASER HAS READ THIS AGREEMENT AND BOTH UNDERSTANDS AND AGREES WITH DRAGANFLY INNOVATIONS INC. REGARDING ALL OF THE FOLLOWING TERMS AND CONDITIONS, WHICH APPLIES TO ALL SALES, QUOTATIONS, AND PURCHASE ORDERS ACCEPTED.

ORDER ACCEPTANCE POLICY

1. Draganfly Innovations Inc., herein after referred to as DRAGANFLY, reserves the right at any time to accept or refuse service and sales for any reason. DRAGANFLY reserves the right to require additional verifications or information from the PURCHASER before accepting any order or providing services. This additional information may be subsequently disclosed by DRAGANFLY to financial institutions, credit investigation bureaus, and/or governmental agencies. The PURCHASER agrees that the receipt of an electronic or printed copy of this document does not indicate DRAGANFLY’s acceptance of the PURCHASER’s order, neither does it constitute confirmation of DRAGANFLY’s offer to sell.
   
2. The PURCHASER acknowledges and agrees that title and ownership of all ordered products shall be determined by the INCOTERMS agreed upon at the time of purchase and included in the Order Confirmation.
   
   

PAYMENT TERMS

3. Terms of payment are within DRAGANFLY’s sole discretion, and unless otherwise agreed to by DRAGANFLY, a 25% non-refundable deposit must be received prior to DRAGANFLY’s acceptance of an order, with the remaining 75% receivable prior to the shipment of your order. Payment for the products and/or services must be made by bank wire transfer or by another pre-arranged payment method approved by DRAGANFLY. Orders are not binding upon DRAGANFLY until accepted by DRAGANFLY. Any quotations given by DRAGANFLY will be valid for the period stated on the quotation.Delayed final payment:Where the PURCHASER has been notified by DRAGANFLY that final payment is due and where a period of fourteen (14) calendar days has elapsed without final payment being received from the PURCHASER, DRAGANFLY reserves the right to re-assign the delivery priority of the PURCHASER’s order to a later date. The re-assigned delivery date is at DRAGANFLY’s sole discretion without recourse of deposit refund due to order cancellation by the PURCHASER.
   
   

WARRANTIES

4. The PURCHASER acknowledges and agrees that all products, including equipment, hardware, and software purchased from DRAGANFLY, are not warranted or guaranteed by DRAGANFLY to be suitable for all applications and purposes. Determination of the condition of returned products shall be at the sole and absolute discretion of DRAGANFLY.
5.  DRAGANFLY warrants to the PURCHASER that all OEM products manufactured by DRAGANFLY, including equipment, hardware, and software purchased from DRAGANFLY will be free of defect for sixty (60) days from the date of delivery. DRAGANFLY’s sole obligation under this warranty is to repair or replace a component or product proven to be defective in materials or workmanship during the sixty (60) day warranty period. Any defective product that is replaced shall become the sole property of DRAGANFLY. DRAGANFLY also reserves the right to elect to refund the purchase price of the defective product to the PURCHASER and not repair or replace the defective product. This warranty is limited exclusively to the component or product proven to be defective and will not extend to any other component or product that may be lost or damaged while being used in conjunction with the defective product. In the event that any component or product becomes damaged due to misuse or the event of a crash, the warranty extended to the component or product will become void and inactive. The terms of this warranty are only extended to the original PURCHASER and not to any assignees. This warranty is not transferable with resale of the component or product.

6. Components not manufactured by DRAGANFLY have no implied or offered warranty from DRAGANFLY. Warranty for third party components is provided solely and directly by the original equipment manufacturer.

   THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC USE OR PURPOSE NOT SPECIFIED HEREIN WITH RESPECT TO THIS AGREEMENT OR THE PRODUCTS OR SERVICES PROVIDED BY DRAGANFLY.

SOFTWARE LICENSE

7. DRAGANFLY hereby grants to the PURCHASER a limited, non-exclusive, non-transferable, revocable license to use the software and related documentation produced by DRAGANFLY to the PURCHASER. The PURCHASER acknowledges that the licensed software is the exclusive property of DRAGANFLY and that it contains proprietary, confidential information and trade secrets of DRAGANFLY and that the PURCHASER agrees that the PURCHASER’s right to use the licensed software is only as set out in this agreement. The licensed software is licensed to the PURCHASER by DRAGANFLY and not sold assigned, or transferred and DRAGANFLY shall at all times retain ownership rights, trademarks, and copyrights in and to the licensed software. Apart from the terms and conditions of this agreement, this agreement does not grant the PURCHASER any intellectual property rights in the licensed software.
8. The PURCHASER will not, without the prior written consent of DRAGANFLY, which may be with held arbitrarily or otherwise:

• a. use the licensed software except as expressly provided in the agreement;
• b. use the licensed software in conjunction with a flight system that has not been provided by DRAGANFLY;
• c. make copies of or distribute or authorize the copying or distribution of the licensed software except for reasonable backup purposes;
• d. make alterations, enhancements, or modifications to the licensed software;
• e. reverse engineer, decompile, or disassemble the licensed software;
• f. attempt to defeat any code within the licensed software that is designed to limit the use of the licensed software to the features for which the PURCHASER has paid.

9. The PURCHASER shall be responsible for the use, supervision, management, and control of the licensed software and shall:

• a. ensure that the licensed software is protected at all times from access, use, misuse, damage, or destruction by any person not authorized by DRAGANFLY for that purpose;
• b. adopt reasonable methods and procedures to prevent the copying of the licensed software and to inform its employees, servants, and agents that no copies of the licensed software are permitted to be made;
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• c. notify DRAGANFLY immediately upon discovery of any unauthorized use, copying, or distribution of the licensed software, or any other breach of this agreement by the PURCHASER, and shall co-operate with DRAGANFLY in every reasonable way to help DRAGANFLY regain possession of the licensed software and prevent its further unauthorized use;
• d. permit DRAGANFLY to visit the PURCHASER’s premises, with reasonable prior notice and during normally business hours, to review the PURCHASER’s compliance with the terms of this agreement.

10. In the event that the PURCHASER breaches any of the foregoing provisions, the PURCHASER agrees to indemnify and hold DRAGANFLY harmless from and against all costs, losses, or damages (including attorney’s fees) suffered or incurred by DRAGANFLY as a result of such breach. The PURCHASER further acknowledges that in the event of a breach of any of the provisions of this section, damages will not be an adequate remedy, and that DRAGANFLY shall be entitled to equitable relief, including an injunction.
11. The obligations of the PURCHASER under this section shall survive termination or expiration of this agreement until such as the licensed software comes into the public domain through no fault of the PURCHASER, or its officers, directors, employees, or agents.
    
    

COVENANTS AND OBLIGATIONS OF THE PURCHASER

12. The PURCHASER acknowledges and understands that Transport Canada, the Federal Aviation Administration of the United States of America, and other national and international aviation regulatory agencies may have rules and regulations that limit the flight and use of unmanned aerial vehicles. These rules and regulations may include but are not limited to maximum range and altitude the aircraft can be operated, or may prohibit the use of video or data transmission equipment provided by DRAGANFLY. The PURCHASER agrees to become aware of such rules and regulations and to comply with all rules and regulations that may be applicable.
13. The PURCHASER further acknowledges and agrees that all products and components received from DRAGANFLY will be used in accordance with all applicable laws and regulations including but not limited to all governing aeronautical regulations. The PURCHASER shall not use any component or product received from DRAGANFLY in a reckless or unsafe manner. The PURCHASER shall take all reasonable safety measures to minimize the risk of injury to people and damage to property when using any product or component received from DRAGANFLY.
14. In the event a warranty claim is to be made against a product manufactured by DRAGANFLY, the PURCHASER shall provide to DRAGANFLY all operational log data and service records. The PURCHASER shall ensure all operational log data and service information is being recorded.
15. The PURCHASER agrees that the determination of defectiveness of any component manufactured by DRAGANFLY shall be determined solely by DRAGANFLY after analysis of the operational log data and service records and examination of the article subject of claim.
    
    

TRAINING

16. DRAGANFLY highly recommends its customers or their designated operators undertake training for use of the equipment prior to operating. The PURCHASER acknowledges and agrees that without undertaking the available training they may not be aware of or accustomed to the aspects of operations of the equipment. Therefore the PURCHASER acknowledges and agrees that without undertaking the available training they or their designated operator may experience difficulty in the operation of the equipment in conditions that may be beyond the operator’s capabilities or knowledge base. The PURCHASER acknowledges that basic training is available for an additional cost. Transportation, accommodation, and meal expenses are not included. Dates of training are at the discretion of DRAGANFLY and are subject to availability. Training will be provided at an indoor facility or other location(s) at the discretion of DRAGANFLY. DRAGANFLY reminds customers that damage due to operator error is not covered under warranty.
    
    

INDEMNITY BY THE PURCHASER

17. The PURCHASER acknowledges and agrees that the PURCHASER shall be solely responsible for the PURCHASER’s use of all products and components provided by DRAGANFLY. The PURCHASER shall indemnify and hold DRAGANFLY harmless from and against any and all costs, losses, or damages of any kind, including attorney’s fees, which DRAGANFLY may suffer or incur, and from and against any and all claims, costs, losses, or damages of any kind suffered or incurred by the PURCHASER or others arising from or in any way connected with the PURCHASER’s use of products or components provided by DRAGANFLY.
    
    

LIMITATION OF LIABILITY

18. Except as otherwise expressly provided in this agreement, DRAGANFLY’s liability for claims, losses, costs, damages of any type, or any other cause including but not limited to liability for any fundamental breach of this agreement or for patent or copyright infringement and regardless of the form of action, shall not exceed the purchase price paid for the product or component purchased by the PURCHASER.
19. DRAGANFLY will not be liable for any direct, indirect, consequential, or incidental injury to people or damages including but not limited to loss of profits suffered by the PURCHASER or other arising out of or in any way connected with this agreement or the use of products or components provided by DRAGANFLY even if DRAGANFLY has been advised of the possibility of such damage or injury or if such damage or injury was reasonably foreseeable or even if such injury or damage arose as a result of a breach of a fundamental term of this agreement or a fundamental breach or the negligence of DRAGANFLY or its agents, representatives, or employees. The provision of this section shall survive termination or expiration of this agreement.
20. DRAGANFLY will not be liable and assumes no responsibility for an operator’s inability to conduct operations
21. The PURCHASER shall not sell, transfer, or assign DRAGANFLY’s products, equipment, or software to a third party without the prior express written consent of DRAGANFLY. Such consent will not be unreasonably withheld provided that the third party agrees in writing to the terms and conditions of this agreement and satisfies DRAGANFLY’s credit and security requirements.
    
    

NOTICE

22. Any notice, directions, or other documentation required or permitted to be given to DRAGANFLY shall be in writing and may be given by fax, email, postage prepaid mail, or delivery addressed to DRAGANFLY as noted in this agreement. Any notice, direction, or documentation required or permitted to be given to the PURCHASER shall be in writing and may be given by fax, email, postage prepaid mail, or delivery addressed to the PURCHASER at the address last appearing on DRAGANFLY’s records.
23. Any notice, direction, or documentation aforesaid, if delivered, sent by email or facsimile shall be deemed to have been given or made on the date on which it was delivered or sent, and if by mail, shall be deemed to have been given or made five (5) days after mailing to Canada, fourteen (14) days after mailing to the United States of America and thirty (30) days after mailing to anywhere outside of North America. In the event of a postal disruption or threatened postal disruption all notices required to be given hereunder shall be delivered or sent by email or facsimile.
    
    

JURISDICTION

24. This agreement shall be governed by and construed in accordance with the laws of the Province of Saskatchewan, Canada, and any action concerning this agreement shall be brought in the Courts of Saskatoon, Saskatchewan, Canada, without regard to conflict of law principles.