1. Acknowledgment and Acceptance. This order shall become a binding contract upon Buyer’s acceptance by any lawful means, including but not limited to Buyer’s (a) written acceptance of the acknowledgment copy of this order or other written acceptance hereof, (b) timely delivery of goods, software, equipment or materials (the “goods”) that are the subject of this order, (c) beginning of requested performance, or (d) provision of any payment under this purchase order. No modification, alteration or amendment of this order shall be effective unless in writing and duly signed by both parties. Any acceptance by Buyer stating different or additional terms from those stated in this order shall operate as an acceptance by Buyer, but all such additional or differing terms shall be deemed material alterations, as to which notice of SLANTRANGE’s objection is hereby given, and no such differing or additional terms in Buyer’s acceptance shall be binding or effective unless expressly agreed to in writing by SLANTRANGE. The relationship between SLANTRANGE and Buyer is also governed by the End User License Agreement (“EULA”) agreed to and accepted by Buyer. Any conflicting terms between this order and the EULA shall be governed by the EULA.
  2. Manufacturer Warranty, Returns, Refunds, and Cancellations.
    1. SLANTRANGE provides a limited 180-day warranty against manufacturer defects on all goods. SLANTRANGE will bear the cost of repair or replacement of goods for manufacturer defects. Non-functioning items to be repaired or replaced for reasons other than manufacturer defect will be at the customer’s expense. All products are inspected and tested prior to shipment. In the unlikely event that products are faulty due to manufacturer defect, SLANTRANGE will repair or replace those items at SLANTRANGE expense within 180 days of receipt, provided that:
      1. items have not been altered or used beyond a condition necessary to evaluate defects; and/or,
      2. items have not sustained physical damage.
    2. SLANTRANGE will not repair, replace, or issue refunds on goods if goods are found to be in working condition and the lack of functionality is a result of user error. Such goods will be returned to the customer at the customer’s expense. SLANTRANGE will not repair, replace, or issue refunds on goods if there is evidence that the goods have been modified or an effort to “fix” the goods has been made.
    3. Return Merchandise Authorizations (RMAs) are required for returns. Once the RMA has been issued, the customer has to return the item within 10 days of the issue date of the RMA. If the item is not shipped within that time frame, the RMA will be nullified. Any order discrepancies must be communicated within 30 days of order receipt. This applies to any missing parts in kits, orders in packages, etc. After the 30-day window, SLANTRANGE cannot be held responsible for any missing items in any of the goods.
    4. SLANTRANGE may at any time cancel or suspend this order, or any part thereof, without cause upon (5) five days’ written notice to Buyer specifying the effective date and the extent of such cancellation or suspension. Circumstances in which SLANTRANGE may cancel orders may include, without limitation, instances when SLANTRANGE can no longer provide one or more goods included in the order, for example, when such goods have been discontinued or are otherwise unavailable.
    5. Buyer cannot cancel any order after the goods have been shipped to the Buyer and have left SLANTRANGE facilities.
  3. Buyer Covenants:
    1. Buyer represents, warrants and covenants to SLANTRANGE that Buyer will not use the goods in any manner that will infringe the Intellectual Property Rights and other proprietary rights of any third party. Buyer further represents, warrants and covenants to SLANTRANGE that the goods will be operated in accordance with industry standards for the operation of similar goods and in accordance with the Terms and Conditions of this order or any and all laws, statutes, orders, regulations or rule of an administrative or legislative government body or court (“Laws”) having jurisdiction over the use of the goods.
    2. BUYER AGREES THAT BUYER IS SOLELY RESPONSIBLE FOR ANY AND ALL CLAIMS, INCLUDING PERSONAL INJURY CLAIMS AND CLAIMS OF BREACH OF ANY AND ALL LAWS, ARISING OUT OF BUYER’S USE OF THE GOODS. BUYER AGREES TO INDEMNIFY SLANTRANGE AGAINST ANY AND ALL CLAIMS ARISING OUT OF BUYER’S USE OF THE GOODS.
    3. Buyer indemnifies SLANTRANGE against any and all claims arising out of Buyer’s use and operation of the goods that breaches the Terms and Conditions of this order or any and all laws, statutes, orders, regulations or rule of an administrative or legislative government body or court.
  4. Indemnification, Limitations of Liability, and Warranties.
    1. SLANTRANGE and Buyer shall indemnify, defend and hold harmless each other (and the other’s officers, directors and affiliated companies) from and against all liabilities, damages, costs or expenses (including reasonable attorneys’ fees) payable or paid by the indemnified party to a third party as a result of a breach or alleged breach by the indemnifying party of its representation and warranty contained in the Terms and Conditions of this order or any breach of the Terms and Conditions of this order. The party asserting any claim to indemnification shall promptly notify the other party of any such claim or proceeding and shall not settle any such claim or proceeding without the indemnifying party’s prior written consent, which shall not be unreasonably withheld. The indemnified party shall have the right at its expense to participate in the defense thereof with counsel of its choice, provided that the indemnifying party shall have the right at all times to retain or resume control of the conduct of such defense.
    2. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THE TERMS AND CONDITIONS OF THIS ORDER, THE GOODS ARE “AS-IS” AND “AS-AVAILABLE.” EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SLANTRANGE MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY TO BUYER OR ANY OTHER PERSON OR ENTITY CONCERNING THE GOODS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, COMPLETENESS, USE, ACCURACY, TITLE OR NONINFRINGEMENT. IN ADDITION, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, SLANTRANGE MAKES NO, AND HEREBY SPECIFICALLY DISCLAIMS, ANY WARRANTY THAT THE GOODS WILL MEET BUYER’S REQUIREMENTS OR THAT BUYER’S USE OF THE GOODS WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; NOR, EXCEPT AS SPECIFICALLY PROVIDED HEREIN, DOES SLANTRANGE MAKE ANY WARRANTY, AND SLANTRANGE SPECIFICALLY DISCLAIMS ALL WARRANTY, AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE GOODS OR THAT DEFECTS OR ERRORS IN THE GOODS OR DOCUMENTATION WILL BE CORRECTED.
    3. Buyer understands that all Unmanned Aerial Systems, and components thereof (“UAS”), provided as part of the goods are from third parties and SLANTRANGE makes no, and hereby specifically disclaims, any warranty to buyer or any other person or entity concerning the UAS, whether express or implied, including without limitation those disclaimed in Section 4.2 of this order.
    4. UNDER NO CIRCUMSTANCES SHALL THIS ORDER LIMIT OR INFRINGE ON BUYER’S STATUTORY AND/OR CONSUMER RIGHTS WITH RESPECT TO THE PURCHASE OF THE GOODS.
  5. Intellectual Property. Buyer agrees that SLANTRANGE owns all right, title and interest in and to any and all intellectual and similar property rights including patents, patent applications, inventions, discoveries, copyrights, licenses, trademarks, trademark applications, trade secrets, service mark, trade dress, mask work, confidential or proprietary technical and business information, know-how or other data or information, software and databases and all embodiments or fixations thereof and related documentation, registrations and franchises, and all additions, improvements and accessions to, and books and records describing or used in connection with, any of the foregoing and other like rights in such item (“Intellectual Property”) embodied in the goods. Buyer agrees not to reverse engineer, reverse assemble, disassemble or decompile the goods, or otherwise attempt to discover any operation, configuration, source code, algorithms, trade secrets or other proprietary rights embedded in or relating to the goods by any means whatsoever (except and solely to the extent that applicable law prohibits reverse engineering restrictions), nor shall it permit any other person to do so. Except as expressly permitted hereunder, the goods may not be modified, leased, assigned, sublicensed or otherwise encumbered in whole or in part.
  6. Inspection. All goods shall be deemed accepted by Buyer unless written notification of defective delivery or a defect in the goods is received by SLANTRANGE within ten (10) days of delivery of the goods. This does not affect the limited manufacturer warranty provided by SLANTRANGE.
  7. Delivery. SLANTRANGE shall deliver the goods to the Buyer at the Buyer’s specified delivery address, which must be a physical address, using standard carriers and for the shipping price stated at the time of order. SLANTRANGE expressly disclaims any and all liability for any lost or damaged goods once delivered to Buyer’s specified delivery address. This does not affect the limited manufacturer warranty provided by SLANTRANGE. Risk of loss for all goods shipped outside of the United States lies solely with the Buyer.
  8. Risk of Loss. Damage or loss to the goods shall be at Buyer’s risk upon delivery by SLANTRANGE, unless otherwise acknowledged in writing by SLANTRANGE.
  9. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California without reference to the conflict of law principles thereof. Any judicial proceeding brought with respect to this purchase order must be brought in a court of competent jurisdiction in the city of San Diego, California and each party (i) accepts, generally and unconditionally, the exclusive jurisdiction of such courts and any related appellate court and irrevocably agrees to be bound by any judgment rendered thereby in connection with this Agreement; (ii) irrevocably waives any objection it may now or hereafter have as to the venue of any such suit, action or proceeding brought in such a court or that such court is an inconvenient forum; and (iii) agrees that service of process in any such action or proceeding may be effected (A) by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth above, or (B) in any other manner permitted by law.