TERMS & CONDITIONS

RANTIZO PRIVATE APPLICATIONS PARTNER

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 the Private Applications Partner 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 Private Applications Partner has operated in a manner deemed negligent or in bad faith.

Insurance

For the Term of this Agreement, Rantizo will connect the purchaser to the insurance provider of drone liability and comprehensive chemical coverage for UAS purchased from Rantizo. Clients with Part 107 certification will be the policyholder, with Rantizo named as Additional Insured.

Additional Equipment

Additional base equipment packages for Client use or Contractor re-sale are available for purchase. Base Equipment packages are to be re-sold to 3rd parties at the retail sales price specified by Rantizo unless expressly authorized by Rantizo. This pricing arrangement will be ongoing, subject to future adjustments as deemed necessary by Rantizo and considered in consultation with the Client.

Commission – Equipment Sales

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

Training may include: In-office or via video link (~8 hours) – un-boxing, assembly, battery safety, battery charging, Agras flight characteristics, mission planning, local and federal laws, lost link procedures, knowledge test.

Proficiency Standards

The Private Applications Partner must have Part 107 and is responsible for all operations of the drone and resulting effects.

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 10% off retail price. Return shipping will be provided free of charge.

Drone Replacement

For incidents in which the Private Applications Partner is not negligent, Rantizo will provide an equivalent replacement drone for 10% off of the retail price for drones damaged beyond reasonable repair within twelve (12) months from purchase date.

Indemnification

The Private Application Partner 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 Private Application Partner 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 Private Application Partner 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 Private Applications Partner regularly performed services for, or regular 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 Private Applications Partner’s efforts to convince such customer to cease doing business with Rantizo or any of its affiliated Contractors, in whole or in part.

Non-Disclosure

In the course of this Private Applications Partner 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, and current or future business plans and models, regardless of whether such information is designated as confidential information at the time of its disclosure. Private Applications Partner agrees not to disclose the confidential information obtained from Rantizo to anyone unless required to do so by law.

Amendments

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

Governing Law

This agreement shall be governed by the laws of the State of Iowa, County of Johnson.