Policies - Terms and Conditions of Sale

PAYMENT TERMS

3. Terms of payment are within Draganfly's sole discretion, and unless otherwise agreed to by Draganfly, full payment must be received prior to Draganfly's acceptance of an order. Payment for the products and services must be made by wire transfer; or another prearranged payment method. 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. *In the event the Draganflyer X4 helicopter is not shipped after three weeks of the estimated date of shipping, the purchaser may request to have their order cancelled and receive a refund of their deposit.

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 the sole and absolute discretion of Draganfly.
5. Draganfly warrants to the purchaser that all products, 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 any 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 Innovations, also Draganfly Innovations 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 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, nor is this warranty transferable with resale of the component or product.

THERE ARE NO EXPRESS OR IMPLIED WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A SPECIFIC USE OR PURPOSE NOT SPECIFIED HEREIN RESPECTING THIS AGREEMENT OR THE PRODUCT OR SERVICES PROVIDED BY DRAGANFLY INNOVATIONS INC.

SOFTWARE LICENCE

6. Draganfly Innovations hereby grant to the purchaser a limited, non-exclusive, non-transferable, revocable license to use the software and related documentation provided by Draganfly Innovations to the purchaser. The purchaser acknowledges that the licensed software is the exclusive property of Draganfly Innovations and that it contains proprietary, confidential information and trade secrets of Draganfly Innovations 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 Innovations and not sold, assigned or transferred and Draganfly Innovations shall retain at all time the 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.
7. The purchaser will not, without the prior written consent of Draganfly Innovations, which may be withheld arbitrarily or otherwise:
   1. use the licensed software except as expressly provided in the agreement;
   2. use the licensed software in conjunction with a flight system that has not been provided by Draganfly Innovations;
   3. make copies of or distribute or authorize the copying or distribution of the licensed software except fore reasonable backup purposes;
   4. make alterations, enhancements or modifications to the licensed software;
   5. reverse engineer, decompile or disassemble the license software;
   6. 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.
8. The purchaser shall be responsible for the use, supervision, management and control of the licensed software and shall:
   1. ensure that the licensed software is protected at all times from access, use, misuse, damage or destruction by any person not authorized by Draganfly Innovations for that purpose;
   2. 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;
   3. notify Draganfly Innovations 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 Innovations in every reasonable way to help Draganfly Innovations regain possession of the licensed software and prevent is further unauthorized use;
   4. permit Draganfly Innovations 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.
9. In the event that the purchaser breaches any of the foregoing provisions, the purchaser agrees to indemnify and hold Draganfly Innovations harmless from and against all costs, losses, or damages (including attorney's fees) suffered or incurred by Draganfly Innovations 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 Innovations shall be entitled to equitable relief, including an injunction.
10. 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

11. The purchaser acknowledges and understands that Transport Canada, 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 Innovations. The purchaser agrees to become aware of such rules and regulations and to comply with all rules and regulations that may be applicable.
12. The purchaser further acknowledges and agrees that all products and components received from Draganfly Innovations 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 Innovations in a reckless or unsafe manner. The purchaser shall take all reasonable safety measure to minimize the risk of injury to people and damage to property when using any product or component received from Draganfly Innovations.
13. In the event a warranty claim is to be made, the purchaser shall provide to Draganfly Innovations Inc. the Handheld Controller’s flight data log files. The Data Log Files are recorded on the Micro-SD card in the Draganflyer X4 Handheld Controller. The Purchaser shall ensure the Micro-SD card is installed in the Draganflyer X4 Handheld Controller prior to each flight.
14. The purchaser shall agree the determination of defectiveness of a manufactured part or component shall be determined solely by Draganfly Innovations Inc. after analysis of the data log files and examination of the article subject of claim.

TRAINING

15. Draganfly Innovations Inc. highly recommends customers or their designated operator undertake training for use of the Draganflyer X4 helicopter system prior to operating the Draganflyer X4 helicopter. The purchaser acknowledges and agrees that without undertaking training they may not be aware of or accustomed to the aspects of the flight operations of the Draganflyer X4 helicopter and associated 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 Draganflyer X4 helicopter in conditions that may be beyond the helicopter or the operator’s capabilities. Draganfly Innovations Inc. reminds customers that damage due to operator error is not covered under warranty.

IDEMNITY BY THE PURCHASER

16. The purchaser acknowledges and agrees that the purchaser shall be solely responsible for the purchasers use of Draganfly Innovations' products and components and that the purchaser will indemnify and save Draganfly Innovations harmless from and against any and all costs, losses, or damages of any kind, including attorney's fees, which Draganfly Innovations 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 purchasers use of Draganfly Innovations' products or components.

LIMITATION OF LIABILITY

17. Except as otherwise expressly provided in this agreement, Draganfly Innovations' 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.
18. Draganfly Innovations 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 Draganfly Innovations' products or components even if Draganfly Innovations 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 Innovations, its agents, representatives or employees. The provision of this section shall survive termination or expiration of this agreement.
19. Draganfly Innovations Inc will not be liable and assumes no responsibility for an operator’s inability to conduct flights to their satisfaction due to weather conditions or the operator’s flight skills with the Draganflyer X4 helicopter.
20. The purchaser shall not sell, transfer or assign Draganfly Innovations' products, equipment or software to a third party without the prior express written consent of Draganfly Innovations, which 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 Innovations' credit and security requirements.

NOTICE

21. Any notice, directions, or other documentation required or permitted to be given to Draganfly Innovations shall be in writing and may be given by fax, email, postage prepaid mail, or delivery addressed to Draganfly Innovations 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 Innovations' records.
22. 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 delivery or sent, and if by mail, shall be deemed to have been given or made five (5) days after mailing in Canada, fourteen (14) days after mailing in the United States of America and thirty (30) days after mailing 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

23. 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.

Acceptance of Terms and Conditions

I, ________________________ of _______________________ have fully read and understand and agree with all of the above conditions and terms for this transaction with Draganfly Innovations Incorporated.

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Name

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Signature

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Date

Our Terms and Conditions of Sale was last updated November 19, 2009, 9:00AM CST.