TERMS & CONDITIONS

RANTIZO APPLICATION SERVICES CONTRACTOR

Independent Contractor

FAA Part 137 certification and related waivers and exemptions are required by law for the application of “economic poisons” via unmanned aerial systems. The same certification, waivers, and exemptions are required for the carriage of comprehensive chemical insurance coverage, which is required in many states to be licensed as a pesticide applicator. Contractors who own UAS application equipment are eligible for training and production opportunities while working with Rantizo. Once trained and certified, Contractor will be retained by Rantizo as an independent contractor under the terms of this Agreement.

Term

The Agreement will be effective for a period of twelve (12) months, at which time it will automatically renew unless written notice of termination is provided by either party within thirty (30) days prior to the termination date. Any proposed changes to this Agreement by either party must be communicated thirty (30) or more days prior to the termination date.

Termination

Rantizo may immediately terminate the agreement at any time if the Contractor has operated in a manner deemed negligent or in bad faith.

Application Services

When certified as a Contractor as provided herein, Contractor will be able to solicit and perform pesticide application services either through contracts entered into directly between Contractor and Contractor’s customers or as a subcontractor of Rantizo. Rantizo does not guaranty that it will provide any subcontracted work to Contractor or that Contractor will be able to enter into any contracts with any customers. Rantizo will not assign a territory for providing services to Contractor. Rantizo will not guaranty marketing assistance to Contractors, other than any subcontracting referrals Rantizo may make to Contract, which referrals are not guaranteed.

Fees to Rantizo

While working as a certified Contractor, revenue generated for Application Services by the Contractor will be shared by the Contractor with Rantizo retaining the greater of $50 / hour or 33.33% of the hourly rate charged. If the Contractor achieves independent Part 137 certification, revenue generated from Application Services by the Contractor using equipment sold by Rantizo will be shared by the Contractor with Rantizo retaining the greater of $15 / hour or 10.00% of the hourly rate charged. Contractor will notify Rantizo of the location and schedule for the treatment prior to the Application Services mission being initiated.

Billing

Rantizo will administer all billing processes on the behalf of the Contractor, which may include direct billing via the Rantizo app and Rantizo software. All data related to the provision of Application Services by the Contractor must be uploaded and made available to Rantizo at the completion of each flight mission. Intentional non-compliance with Rantizo billing standards will result in immediate termination of the Agreement.

Part 137 Certificate

Upon completion of Training and subsequent certification, Rantizo will make available to Contractor Rantizo’s Part 137 certification for dispensing of economic poisons. Rantizo will also cover the expense and assist with the licensing process for up to three (3) annual state commercial pesticide aerial applicator’s licenses, to be issued to the Contractor in states in which the Contractor plans to operate and conduct business for hire. If independent Part 137 certification is achieved, the Client will operate independently of Rantizo, but continue to be bound by the terms of this Agreement as it relates to Equipment Sales and Application Services for the Term of the Agreement.

Insurance

For the Term of this Agreement and commencing upon execution of this Agreement, Rantizo will cover the cost of drone liability and comprehensive chemical coverage for UAS purchased from Rantizo. Contractor must meet a minimum requirement of 75 hours of billed Application Services in the previous Term to qualify for automatic renewal and payment of insurance premiums by Rantizo during any renewal term. Responsibility for payment in situations where the Contractor is unable to meet this requirement will be determined on a case-by-case basis. Clients with Part 107 certification will be the policyholder, with Rantizo named as Additional Insured. Rantizo will be solely responsible for determining whether an insurance claim will be filed in the event of an incident causing physical damage to the UAS, under what circumstances claims will be filed, and in what manner repairs will be completed. Should the Client achieve independent Part 137 certification, Client will bear full responsibility for all insurance costs specific to any equipment previously purchased and all Application Services provided.

Additional Equipment

Additional base equipment packages for Client use or Contractor re-sale are available for purchase.

Equipment Sales Commission

Commission on sales of all drones will be calculated and paid to the Contractor at 7% of the retail sales price or $1,000 (whichever is lesser) for the duration of this agreement.

Training

All contractors working under the terms of this Partnership Agreement must elect for training services. The Contractor must complete up to three (3) days of training administered by the Chief Supervisor of Agricultural Operations or his/her designee. Training may include: In-office or via video link (~8 hours) – un-boxing, assembly, battery safety, battery charging, drone flight characteristics, mission planning, local and federal laws, lost link procedures, knowledge test.; In-field (~16 hours) – set up, tear down, logged flight time.

Proficiency Standards

Contractor will be considered certified proficient and approved to operate under Rantizo’s Part 137 certification and insurance coverage after satisfactory completion of training, including a knowledge and skills test administered by Rantizo’s Chief Supervisor of Agricultural Operations. The Chief Supervisor will be responsible for all training and will have sole authority in determining pilot proficiency, flight readiness, and eligibility for working as a subcontractor of Rantizo.

Technical Support

Rantizo will provide timely notification of firmware updates for the aircraft, remote controller, battery, battery chargers, and all other associated accessories, as well as periodic best practice, maintenance, and checklist documentation updates.

Drone Repair

For repairs completed by Rantizo personnel, Rantizo will provide replacement parts for 25% off retail price. Return shipping will be provided to Contractor free of charge.

Drone Replacement

For incidents in which the Contractor is not negligent, Rantizo will provide an equivalent replacement drone for 25% off of the retail price for drones damaged beyond reasonable repair within twelve (12) months from purchase date.

Operational Requirements Consultation

Rantizo will provide consultation services highlighting UAS operational requirements in Contractor’s local and surrounding area, including FAA certification, state pesticide applicator licensing, and UAS insurance provision.

Indemnification

The Application Services Contractor shall indemnify, protect, and hold harmless Rantizo, its agents, servants, successors and assigns from and against all losses, damages, injuries, claims, demands and expenses, including legal expenses, of whatever nature, arising out of the use, condition or operation of any item of the equipment, regardless of where, how and by whom operated. The Application Services Contractor shall assume the settling of, and the defense of any suits or other legal proceedings brought to enforce all such losses, damages, injuries, claims, demands and expenses and shall pay all judgments entered in the suit for other legal proceedings. The indemnification and assumptions of liability and obligation herein provided shall continue in full force and effect notwithstanding the termination of this agreement, whether by expiration of time, by operation of law or otherwise.

Non-Solicitation

Prior to and through a one-year period following the termination of the contract or final employment date, the Application Services Contractor will not, directly or indirectly, endeavor to entice away from Rantizo or any of its affiliated Contractors, any person, firm, corporation, partnership, or entity of any kind, if (i) such person or entity is a customer of the Company or any of its affiliated Contractors within one year prior to the termination of the contract or final employment date, and (ii) (A) the Application Services Contractor regularly performed services for, or regularly dealt with, or regularly had contact with such customer on behalf of Rantizo or any of its affiliated Contractors, or (B) the Employee obtained knowledge, as a result of his or her relationship with Rantizo or any of its affiliated Contractors, which would be beneficial to the Application Services Contractor’s efforts to convince such customer to cease doing business with Rantizo or any of its affiliated Contractors, in whole or in part.

Restricted Stock Purchase/Grant

To the extent ownership of Rantizo is required by applicable law to provide the application services, Contractor agrees to purchase one (1) share of common stock from Rantizo for each individual issued a Rantizo training certificate, for a purchase price of $.00001 or shall be granted such share of stock, all at Rantizo’s sole discretion and such grant and purchase may be subject to a separate agreement provided by Rantizo to Contractor, which terms of such agreement shall be determined by Rantizo. Such stock shall be subject to the following: (i) Rantizo shall have the right to repurchase such stock at any time at a price equal to par value, (ii) To the extent Contractor has any voting rights relating to such stock, Contractor hereby assigns and grants Michael Ott full authority to vote such shares on all matters, including but not limited to, voting for directors, issuance of additional stock, a sale of the company, and amending the charter of Rantizo,  (iii) any information Contractor receives as a stockholder shall be held in strict confidence and not disclosed to any other parties, and (iv) such stock is not transferable and any proposed transfer shall be null and void.

Non-Disclosure

In the course of this Application Services Contractor Agreement, parties acknowledge that Rantizo may provide certain information that is and must be kept confidential. To ensure the protection of such information, and to preserve any confidentiality necessary under patent and/or trade secret laws, it is agreed that: Confidential information includes but is not exclusive to: invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profit and margin information, finances and financial projections, customers, clients, marketing, training plans and manuals, and current or future business plans and models, regardless of whether such information is designated as confidential information at the time of its disclosure. Application Services Contractor agrees not to disclose the confidential information obtained from Rantizo to anyone unless required to do so by law.

Amendments

The Contractor acknowledges that market circumstances may require Rantizo to make material amendments to this Agreement. Any amendments will be done in good faith with the Contractor’s current and future interests in mind, and with the earliest possible notification to the Contractor.