IMPORTANT – PLEASE READ CAREFULLY: This DroneShield Leasing End User License Agreement (“Leasing EULA”) is an agreement between the End User and DroneShield and governs the lease, possession, operation and return of the Goods and the End User’s use of the associated Software, Documentation and Support Services. The Leased Articles are supplied only on condition that the End User agrees to this Leasing EULA. By signing or accepting an Order, accepting delivery, taking possession of or using any Leased Articles, the End User acknowledges that it has read, understood and agrees to be bound by this Leasing EULA. The End User represents that each Order is entered into wholly or predominantly for business, governmental, defence, public-safety, institutional or professional purposes and not for personal, domestic or household use.

1.    Definitions & Interpretation

1.1.   Definitions. Capitalised words used in the Leasing EULA have the meanings given below unless the context requires otherwise:

(a)   Affiliate means in relation to a person, any entity that directly or indirectly controls, is controlled by or is under common control with that person.

(b)   Applicable Law means all laws, regulations, mandatory codes, licences, permits, approvals, sanctions, governmental requirements and binding orders applicable to a party, the Leased Articles, an Order or the permitted activities.

(c)   Approved Location means each site specified in an Order at which the Goods may be delivered, possessed, stored or operated.

(d)   Approved Territory means each country specified in an Order in which the Licenced Articles may be delivered, used, possessed, stored, transported or operated.

(e)   Authorised Personnel means the End User’s employees and individual contractors who are suitably qualified, trained, authorised and, where required, security-cleared, and who require access and/or use of the Leased Articles for a Permitted Purpose.

(f)    Business Day means a day other than a Saturday, Sunday or public holiday in the place where the applicable DroneShield entity has its registered office.

(g)   Claim means any claim, demand, action, proceeding, investigation, liability, loss, damage, cost or expense, including reasonable legal costs on a full indemnity basis to the extent permitted by law.

(h)   Confidential Information means all non-public commercial, financial, technical, security-sensitive, export-controlled or proprietary information disclosed in connection with this Leasing EULA or an Order, including any and all information supplied as part of the Leased Articles, telemetry, specifications, pricing, vulnerabilities and trade secrets.

(i)     Country Schedule means Schedule 1 (Australia), Schedule 2 (United States), or additional jurisdiction-specific terms approved in writing by DroneShield and incorporated into the applicable Order.

(j)     Covered Defect means a reproducible material failure of the Goods to conform substantially to the Documentation during normal authorised use, excluding an Excluded Cause.

(k)   Delivery Date means the date on which the Goods are delivered, made available or tendered for delivery at the delivery point specified in the applicable Order or, where an Incoterm applies, the date on which DroneShield has performed its delivery obligations under that Incoterm.

(l)     Documentation means DroneShield’s then-current user manuals, operating instructions, safety directions, release notes and other documentation for the Goods.

(m)  DroneShield means the DroneShield entity identified as the Lessor in the applicable Order.

(n)   End User means the person identified as the End User in the applicable Order.

(o)   Excluded Cause means loss, theft, accident, neglect, misuse, improper storage, handling, transport, installation, maintenance or power supply, unauthorised access, modification, repair or integration, failure to install an update, third-party technology, malicious code, external event, breach of this Leasing EULA or any cause not attributable to DroneShield.

(p)   Goods means the hardware, accessories, cases, cables, parts and other tangible property identified in an Order, including all replacements, substitutions and additions, but excluding title to Software and Intellectual Property Rights.

(q)   Government Agency means any government or governmental, administrative, regulatory, fiscal, judicial, military, law-enforcement or public body, department, authority, agency, tribunal or entity in any jurisdiction.

(r)    Intellectual Property Rights means all intellectual property and analogous rights anywhere in the world, whether registered or unregistered, including patents, copyright, designs, trade marks, know-how, trade secrets and rights to apply for, renew and enforce those rights.

(s)   Lease Fees means all fees and other amounts payable under an Order for the relevant Leased Articles.

(t)    Lease Term means the period specified in an Order, unless ended earlier under this Leasing EULA or as expressly agreed by DroneShield in writing.

(u)   Leased Articles means the Goods together with their associated Software, Documentation and Support Services.

(v)   Lessor means the DroneShield entity identified as the lessor in the applicable Order or, if no lessor is identified, the DroneShield entity determined under clause 2.1.

(w)  Loss Event means loss, theft, destruction, non-return or damage beyond economic repair of Goods.

(x)   Order means a quote, proposal, order form, lease schedule, statement of work or other written ordering document for the lease of Goods that is issued or accepted by DroneShield and accepted by the End User, including any document expressly incorporated into it by reference. An Order does not include any End User purchase order terms, procurement terms, portal terms or other standard terms unless those terms are expressly accepted in writing by an authorised representative of DroneShield.

(y)   Permitted Purpose means use of the Leased Articles only by Authorised Personnel, at the Approved Location, within the Approved Territory, solely to operate the Goods in accordance with the Documentation, Applicable Law and DroneShield’s written or otherwise notified safety, security, operational, export-control and use instructions, and for any additional purpose expressly stated in the applicable Order.

(z)   Replacement Cost means DroneShield’s then-current cost of replacing affected Goods with new or refurbished goods of the same or substantially equivalent functionality, plus reasonable freight, insurance, duties, taxes, inspection, testing, configuration and administrative costs.

(aa) Repair Cost means DroneShield’s costs of diagnosing, inspecting, testing, repairing, restoring, recalibrating, reconfiguring and returning affected Goods to good operating condition, including labour, parts, materials, tools, equipment, packaging, freight, shipping, transport, insurance, customs, duties, taxes, travel, handling, storage, administrative and third-party costs.

(bb) Return Date means the date by which the Goods must be received at the return location specified by DroneShield.

(cc) RMA means DroneShield’s then-current return merchandise authorisation process notified to the End User.

(dd) Security Interest means any ownership, leasehold, retention-of-title, security or other registrable or protectable interest under Applicable Law.

(ee) Software means DroneShield proprietary object-code software embedded in or supplied solely for operation of the Goods, including any Software Update.

(ff)   Software Update means an update, patch, correction or new release that DroneShield elects to make generally available for the relevant Goods during the Lease Term.

(gg)Support Services means the support, warranty, maintenance or related services expressly identified in an Order.

(hh)Taxes means all sales, use, excise, value-added, goods and services, withholding, customs, import, export, stamp and similar taxes, duties, levies and charges, excluding taxes imposed on DroneShield’s net income.

1.2.   Interpretation. In the Leasing EULA the following rules on interpretation will apply, unless the contrary intention appears, or the context otherwise requires: 

(a)   headings are for convenience only and do not affect the interpretation of this Leasing EULA;

(b)   references to a party to any agreement or document include that party’s permitted assignees and successors, including its executors and administrators and legal representatives;

(c)   words denoting the singular include the plural and words denoting the plural include the singular;

(d)   words denoting any gender include all genders;

(e)   the word “person” includes any individual, corporation or other body corporate, partnership, joint venture, trust, association and any Government Agency; 

(f)    a reference to any agreement or document (including this agreement) includes any amendments, supplements and replacements of that document;

(g)   a reference to a law includes:

(i)   legislation, regulations and other instruments made under legislation and any consolidations, amendments, re-enactments or replacements of them;

(ii)  a constitutional provision or treaty or decree;

(iii) any judgment;

(iv)  any principle or rule of the common law or in equity,

and is a reference to that law as amended, consolidated, replaced, or re-enacted or applied to new or different facts;

(h)   no provision of this Leasing EULA will be construed adversely to a party because that party was responsible for the preparation of that provision or this Leasing EULA; and

(i) specifying anything in this agreement after the terms “include”, “including”, “includes”, “for example”, “such as” or any similar expression does not limit the sense of the words, description, definition, phrase, or term preceding those terms unless there is express wording to the contrary.

2. Contracting Entity, Application and Precedence

2.1.   If no Lessor is identified, DroneShield LLC is the Lessor where the Approved Territory is the United States and DroneShield Group Pty Ltd is the Lessor in all other cases, unless DroneShield notifies the End User otherwise before delivery.

2.2.   The Australia Schedule applies only where DroneShield Group Pty Ltd is the Lessor. The United States Schedule applies only where DroneShield LLC is the Lessor. Any other Country Schedule applies only where expressly identified in an Order.

2.3.   The documents apply in this order of precedence: (a) the applicable Country Schedule; (b) the Order, but only to the extent it expressly identifies the provision varied and the variation is accepted in writing by an authorised representative of DroneShield; (c) this Leasing EULA; and (d) the Documentation. An Order cannot override a mandatory provision of a Country Schedule.

2.4.   Each Order is a separate contract. A breach of one Order may be treated as a breach of another Order where it materially affects payment, safety, compliance, ownership, security, recovery or DroneShield’s reputation. End User purchase orders and other standard terms do not apply.

2.5. Each Order must identify the Lessor, End User, Goods, Approved Location, Approved Territory, Permitted Purpose, Delivery Date, applicable Incoterm, Lease Term, Lease Fees, Taxes, security deposit (if any), insurance limits, Return Date, return location and Support Services, and must expressly incorporate this Leasing EULA and the applicable Country Schedule. DroneShield is not obliged to accept an Order that does not contain the information it reasonably requires.

3.   Lease, Title and Security Interests

3.1.   DroneShield leases the Leased Articles to the End User for the Lease Term in consideration for the Lease Fees. Legal and beneficial title to, and the entire residual interest in, the Goods remains with DroneShield at all times.

3.2.   Each Order is a lease only and not a sale, conditional sale, hire-purchase arrangement or financing transaction. Unless an Order expressly grants a purchase option signed by an authorised representative of DroneShield, the End User has no right or obligation to acquire the Goods.

3.3.   If any transaction is recharacterised as creating a security interest, the End User grants DroneShield a first-priority Security Interest in the Goods and all replacements, substitutions, additions, accessories, parts, proceeds and insurance proceeds, securing all End User obligations under this Leasing EULA and each Order.

3.4.   The End User obtains no ownership, equity or residual interest by paying Lease Fees, possessing the Goods, making improvements or attaching the Goods to other property.

3.5.   The End User must keep the Goods free of every mortgage, charge, lien, pledge, attachment, execution, encumbrance, Security Interest and third-party claim. 

3.6.   The End User must immediately notify DroneShield of any actual or threatened seizure, lien, attachment, insolvency process or claim and, at its cost, take all steps required to release and protect the Goods.

3.7.   The End User must identify the Goods as owned by DroneShield when requested and notify any landlord, financier, warehouse operator, custodian or enforcement officer of DroneShield’s ownership.

3.8.   DroneShield may register, file, record, perfect, continue, amend and otherwise protect its Security Interest in any jurisdiction. The End User authorises those steps to the extent permitted by Applicable Law.

3.9.   The End User must promptly provide accurate information, execute documents and do all things reasonably requested for protection, priority, continuation, enforcement or release of DroneShield’s interest.

3.10.The End User must not register or permit a competing interest or file an amendment, termination or discharge affecting DroneShield’s interest and must notify DroneShield before a change to its name, legal form, jurisdiction, registered office or chief executive office.

3.11.The End User must pay all reasonable costs incurred in making, maintaining, amending, continuing, perfecting, terminating or enforcing any registration or filing, including UCC or PPSA filings.

4.   Licence Grant and Restrictions

4.1.   Subject to continuous compliance, payment and required approvals, DroneShield grants the End User, for the Lease Term only, a non-exclusive, non-transferable, non-sublicensable and revocable licence to use the Software and Documentation solely with the Goods, for the Permitted Purpose, at the Approved Location and within the Approved Territory.

4.2.   The licence ends automatically on expiry or termination. No perpetual licence or right to Software Updates released after the Lease Term is granted. All rights not expressly granted are reserved.

4.3.   The End User must not copy, reverse engineer, decompile, disassemble, derive source code, modify, create derivative works, publish benchmarks, remove notices, separate Software from the Goods, bypass controls, or use the Software or Documentation to develop or support a competing product.

4.4.   The End User must not submit Software, Documentation, Confidential Information, technical data or telemetry to an artificial-intelligence platform that retains, trains on, discloses or uses that information beyond producing a response solely for the End User. Doing so will be treated as a material breach of this Leasing EULA and entitle DroneShield to an immediate right to termination.

5.   Delivery, Inspection & Acceptance

5.1.   Delivery dates are estimates unless an Order expressly states otherwise. DroneShield may make partial deliveries and may substitute Goods with goods of substantially equivalent or better functionality on notice.

5.2.   Risk passes to the End User in accordance with the Incoterm specified in the applicable Order or, if no Incoterm is specified, on delivery at the agreed delivery point. Risk remains with the End User until DroneShield physically receives, inspects and accepts the returned Goods.

5.3.   The End User must inspect promptly and notify DroneShield within five Business Days after delivery of any visible shortage, transit damage or material non-conformity, with reasonable evidence. Otherwise, the Goods are accepted for visible matters. Latent defects remain subject to clause 11.

5.4.   DroneShield’s delivery record, serial-number record, photographs and condition report are prima facie evidence of the Goods delivered and their condition, subject to manifest error.

5.5.   Any installation, commissioning, training or site-readiness obligation applies only if expressly stated in an Order. The End User is responsible for site access, power, network, lifting, safety, permits and other prerequisites not expressly allocated to DroneShield.

6.   Possession, Location and Permitted Use

6.1.   The End User must keep the Goods at the Approved Location and within the Approved Territory and use them only for the Permitted Purpose in accordance with Applicable Law, the Documentation and DroneShield’s reasonable safety, security and operational directions.

6.2.   The End User must ensure the Leased Articles are only made available to Authorised Personnel.

6.3.   The End User must not move, export, re-export, transfer, deploy, store, operate or permit access outside the Approved Location or Approved Territory without DroneShield’s prior written consent and all required approvals.

6.4.   Access must be limited to Authorised Personnel. The End User is responsible for all acts and omissions of persons who access, possess or use the Goods.

6.5.   The End User must not sell, assign, lend, sublease, hire out, part with possession of, dispose of, abandon or permit third-party custody without DroneShield’s prior written consent.

6.6.   The End User must not make the Goods fixtures or accessions or remove, obscure or alter serial numbers, ownership labels, security features or proprietary notices.

6.7.   The End User must maintain accurate location, custody, operator, use, maintenance, incident and configuration records and provide them promptly on request.

6.8.   The End User must not use the Goods in a manner that is unsafe, unlawful, not in accordance with the Documentation, intended to cause unlawful interference, or reasonably likely to expose DroneShield to liability, regulatory action, export-control risk or reputational harm. 

7.   Care, Maintenance and Changes

7.1.   The End User must keep the Goods secure, protected, clean, properly stored, maintained and calibrated in good operating condition, fair wear and tear excepted, and comply with prescribed environmental, power, handling, maintenance and storage requirements.

7.2.   The End User must promptly install and maintain all Software Updates released or made available by DroneShield during the Lease Term in accordance with DroneShield’s directions and the Documentation. DroneShield is not responsible for any loss, failure, vulnerability, non-conformity or degradation of the Leased Articles to the extent it would have been avoided or mitigated by the prompt installation of a released Software Update.

7.3.   Only DroneShield or its authorised representatives may open, dismantle, modify, repair, service, integrate or replace parts. Only approved accessories, consumables, power supplies and interfaces may be used.

7.4.   The End User must immediately stop using and isolate unsafe, damaged, malfunctioning or compromised Goods, preserve evidence and notify DroneShield.

7.5.   Any approved addition incorporated into the Goods becomes DroneShield’s property on installation without compensation, except removable End User equipment that causes no damage on removal.

7.6.   The End User must make the Goods available for scheduled maintenance, calibration, safety action, recall, update or modification when reasonably directed. DroneShield may provide substitute Goods but is not required to do so unless an Order states otherwise.

8.   Access, Audit, Recall and Recovery

8.1.   On reasonable notice, DroneShield or its nominee may inspect, verify, audit, maintain, repair, update, replace, recall, recover or repossess the Goods and review relevant records. The End User must provide safe, prompt and unobstructed access to premises, systems, personnel and records.

8.2.   No prior notice is required in an emergency or where DroneShield reasonably considers the Goods, safety, security, compliance position or its ownership or recovery rights to be at material risk.

8.3.   Any entry, recovery or repossession right is exercisable only to the extent permitted by Applicable Law and without breach of the peace. DroneShield may seek urgent, possessory, conservatory or injunctive relief in any competent jurisdiction.

8.4.   The End User must reimburse reasonable audit and inspection costs where a material breach, discrepancy, damage or unauthorised use is identified.

8.5.   The End User must immediately comply with a product recall, safety notice or mandatory update and must not continue using affected Goods contrary to DroneShield’s direction.

9.   Insurance

9.1.   The End User must, at its cost, maintain with reputable insurers until DroneShield has inspected and accepted the returned Goods:

(a)   insurance for the full Replacement Cost against loss, theft, destruction and damage;

(b)   transit insurance while risk is with the End User;

(c)   public and products liability insurance at commercially reasonable limits;

(d)   workers’ compensation insurance as required by Applicable Law; and

(e)   any additional insurance stated in an Order.

9.2.   Where reasonably available, DroneShield must be noted as owner and loss payee. Insurance must not prejudice DroneShield’s ownership or subrogation rights.

9.3.   The End User must provide certificates of currency and other reasonable evidence on request and immediately notify any cancellation, non-renewal, material reduction in cover or claim affecting the Goods.

9.4.   Failure to obtain or maintain insurance does not limit any End User obligation or liability and is an immediate Event of Default. Insurance proceeds relating to the Goods must be applied as DroneShield directs.

10.  Support Services and RMA

10.1.   DroneShield will provide only the Support Services expressly stated in an Order. Any provided support hours, response targets and service levels are targets unless expressly stated to be binding.

10.2.   The End User is responsible for initial problem identification, preserving logs and evidence, providing accurate diagnostics, remote access where appropriate, and following reasonable troubleshooting directions.

10.3.   No Goods may be returned without an RMA. The End User must package, label, insure and ship Goods as directed and is responsible for return logistics and costs except to the extent a confirmed Covered Defect is payable by DroneShield under clause 11.

10.4.   DroneShield may charge its then-current rates for work outside scope, including support caused by an Excluded Cause, no fault found, use in breach of the instructions set out within Documentation or work requested outside agreed hours.

11.   Warranty and Exclusive Remedies

11.1.   During the Lease Term and subject to payment and compliance, DroneShield warrants that the Goods will be free from material defects in materials and workmanship under normal authorised use, subject to this clause.

11.2.   If DroneShield confirms a Covered Defect exists, DroneShield may, at its option, repair the Goods, provide new or refurbished replacement goods of substantially equivalent functionality, provide a workaround or remediation plan or, if those remedies are not commercially reasonable, terminate the affected portion of the Order. Any refund is limited to prepaid Lease Fees attributable to the period after return of the affected Goods, except where Applicable Law requires otherwise.

11.3.   A replacement does not restart or extend the Lease Term or warranty. Temporary replacement equipment is subject to availability unless an Order states otherwise.

11.4.   If an Excluded Cause applies or no Covered Defect exists, the End User must pay reasonable diagnostic, inspection, repair, replacement, freight, customs, travel and incidental costs.

11.5.   The remedies in this clause are the End User’s exclusive remedies for defects to the maximum extent permitted by Applicable Law.

12.  Loss, Damage & Replacement

12.1.   The End User is responsible for all loss of and damage to the Goods while risk is with it, except to the extent caused solely by a Covered Defect or DroneShield’s breach, negligence or wilful misconduct.

12.2.   Subject to clause 12.1, the End User must pay:

(a)   the full Replacement Cost for Goods lost, stolen, destroyed, not returned or damaged beyond economic repair; and

(b)   for Goods capable of economic repair, the lesser of the Repair Cost and Replacement Cost. Each amount is payable on demand.

12.3.   The End User must also pay reasonable inspection, testing, recovery, transport, freight, insurance, customs, reconfiguration and administrative expenses, to the extent not already included in the applicable Repair Cost or Replacement Cost.

12.4.   Payment does not transfer title unless DroneShield agrees in writing. DroneShield must credit amounts actually recovered for the same loss to avoid double recovery.

13.  Fees, Taxes and Credit Protection

13.1.   The End User must pay Lease Fees and other invoiced amounts in the currency and by the dates stated in an Order, without deduction, withholding, counterclaim or set-off, except where prohibited by law.

13.2.   Unless stated otherwise, recurring Lease Fees are invoiced in advance, are non-cancellable and non-refundable, and continue until the Goods are returned and accepted.

13.3.   Overdue amounts accrue interest at the lower of 12% per annum, accruing daily, and the maximum lawful rate. The End User must pay reasonable debt-recovery costs.

13.4.   Amounts exclude Taxes. The End User must pay Taxes and reasonable out-of-pocket expenses associated with delivery, import, inspection, maintenance, recovery and return. Required withholding must be grossed up except where prohibited by law.

13.5.   The End User is importer and exporter of record where stated in an Order and bears storage, demurrage, seizure and re-export costs caused by its act, omission or non-compliance.

13.6.   DroneShield may apply any security deposit or amount otherwise payable to the End User against amounts due. The End User must promptly restore any security deposit applied.

13.7.   If DroneShield reasonably considers the End User’s creditworthiness, payment performance, solvency or compliance position has deteriorated, DroneShield may require advance payment, a deposit, letter of credit, parent guarantee or other adequate assurance before further performance.

14. Export Controls & Regulatory Approvals

14.1.   Delivery, activation, Support Services, Software Updates and continued possession or use of Leased Articles is conditional on DroneShield completing its compliance review and obtaining and maintaining all required export, re-export, import, defence trade, sanctions, customs, radiofrequency, spectrum, end-use and other approvals.

14.2.   The End User must provide complete and accurate end-user, beneficial ownership, consignee, destination, operator, intended-use, integration, custody and return information and certifications.

14.3.   The End User must not use, transfer or permit access contrary to Applicable Law, relevant permits and/or approvals or DroneShield direction, including for sanctioned parties, prohibited weapons, restricted military end uses or unlawful surveillance or interference.

14.4.   The End User must not change the location, use, integration, operator or custody of the Goods, or any return plan or approval status, without DroneShield’s prior written approval.

14.5.   DroneShield may withhold delivery, suspend functionality or Support Services, require return or terminate where an approval is absent, delayed, refused, revoked or insufficient, or performance may expose DroneShield or an Affiliate to legal, security or reputational risk. DroneShield is not liable for resulting delay or non-performance, except where prohibited by law.

15. Data, Cybersecurity and Telemetry

15.1.   The End User must maintain safeguards appropriate to the sensitivity and export-control status of the Leased Articles, including access control, credential security, patching, network segregation, backups and incident response.

15.2.   The End User must notify DroneShield without undue delay of actual or suspected unauthorised access, compromise, loss, disclosure, cyber incident or vulnerability and cooperate with investigation and remediation.

15.3.   The End User is responsible for lawful collection, use and disclosure of data processed through its operation of the Leased Articles and for all required notices, consents and authorisations.

15.4.   DroneShield may collect and use telemetry, diagnostic, security and usage data to provide, secure, maintain, improve and enforce the Leased Articles, comply with law and protect rights, subject to Applicable Law and, to the extent that such data constitutes personal information, DroneShield’s Privacy Policy available through DroneShield’s website, as updated from time to time.

15.5.   Before return, the End User must back up and remove its data as directed, preserve required information, provide necessary credentials and acknowledge that DroneShield may reset, re-image or erase returned Goods. DroneShield is not responsible for data left on returned Goods except as required by law.

16.  Confidentiality and Intellectual Property

16.1.   Each recipient must: protect Confidential Information using at least reasonable care; use Confidential Information only in accordance with this Leasing EULA and the Order; and disclose Confidential Information only to personnel who need to know and are bound by equivalent obligations.

16.2.   Confidentiality obligations do not apply to information that the recipient proves: is or becomes public other than through a breach of this Leasing EULA by the recipient; was already lawfully known to the recipient without restriction before disclosure; was independently developed by the recipient without use of or reference to Confidential Information; or was lawfully received by the recipient from a third party without restriction or breach of duty.

16.3.   A recipient may disclose information where legally compelled after prompt notice where lawful and only to the extent required.

16.4.   DroneShield and its licensors own all Intellectual Property Rights in the Leased Articles, telemetry structures and improvements. No rights are granted except in accordance with this Leasing EULA.

16.5.   DroneShield owns feedback and may use it without restriction or payment.

16.6.   Confidentiality obligations survive indefinitely after expiry or termination.

16.7.   The End User acknowledges that damages may be inadequate for breach and DroneShield may seek injunctive or equitable relief.

17.  Indemnification

17.1.   The End User indemnifies DroneShield, its Affiliates and their personnel against Claims arising from:

(a)   possession, custody, transport, installation or use of any Leased Article by or for the End User;

(b)   injury, death or property damage caused by the End User or its personnel or any other person to whom they allow access to the Leased Articles;

(c)   breach of this Leasing EULA;

(d)   unlawful, unauthorised or prohibited use;

(e)   End User data, surveillance, recording or privacy practices;

(f)     unauthorised modification, integration or third-party technology; or

(g)   a third-party claim caused by the End User’s act or omission.

17.2.   The indemnity does not apply to the extent a Claim is finally determined by a competent tribunal to have been caused by DroneShield’s fraud, wilful misconduct or liability that cannot lawfully be excluded.

17.3.   Subject to DroneShield’s express written approval, the End User may control the defence with competent counsel but may not settle in a manner that admits wrongdoing by, imposes obligations on or fails to fully release DroneShield without consent. DroneShield may participate at its own cost or at the End User’s cost where a conflict exists.

18.     Warranty Disclaimer & Limitation of Liability

18.1.   Except for express obligations in this Leasing EULA and non-excludable rights, the Goods, Software, Documentation and Support Services are provided “as is”. DroneShield excludes all implied warranties, conditions and guarantees to the maximum extent permitted by law.

18.2.   DroneShield does not warrant uninterrupted or error-free operation, that the Goods meet the End User’s requirements, are lawful in every jurisdiction, detect or defeat every threat, or interoperate with third-party technology unless expressly stated in an Order.

18.3.   To the maximum extent permitted by law, DroneShield is not liable for indirect, incidental, special, exemplary, punitive or consequential loss, or loss of profit, revenue, opportunity, goodwill, data, use, anticipated savings or business interruption.

18.4.   DroneShield’s aggregate liability arising from an affected Order is limited to Lease Fees paid or payable under that Order during the twelve months immediately preceding the event giving rise to liability.

18.5.   Where mandatory liability may be limited, DroneShield’s liability is limited, at its option, to repair, replacement, re-supply or payment of the reasonable cost of those remedies.

18.6.   Nothing limits the End User’s payment obligations, liability for loss or damage to Goods, indemnities, infringement or misappropriation, confidentiality breach, unlawful use, fraud or wilful misconduct.

19. Events of Default and Remedies

19.1.   An Event of Default occurs if the End User:

(a)   fails to pay within ten days after due date;

(b)   materially breaches and fails to cure a remediable breach within ten Business Days after notice;

(c)   breaches clauses 3, 4, 6, 14, 15, or 16;

(d)   fails to maintain insurance in accordance with this Leasing EULA;

(e)   provides materially inaccurate compliance information;

(f)    repudiates;

(g)   becomes insolvent or subject to an insolvency process;

(h)   suffers seizure or threatened seizure of Goods; or

(i)     creates material risk to safety, security, compliance, DroneShield’s reputation or recovery rights.

19.2.   No cure period applies to non-payment after the grace period, uninsured Goods, fraud, dishonesty, sanctions or export-control risk, unlawful use, unauthorised disposal, serious security risk or a breach not reasonably capable of cure.

19.3.   On an Event of Default, DroneShield may: suspend delivery, access to Software, Software Updates, or Support Services; require adequate assurance or additional security; terminate affected or related Orders; declare accrued amounts due; require immediate return; recover or repossess Goods; and recover reasonable enforcement costs and losses.

19.4.   DroneShield may remotely disable or restrict functionality where lawful, technically available and reasonably necessary to protect safety, security, compliance or its rights.

19.5.   Acceptance of late or partial performance does not waive an Event of Default.

20. Term, Suspension and Termination

20.1.   Each Order begins when accepted and continues for its Lease Term unless terminated earlier. It does not renew unless the Order provides for renewal or the parties agree in writing.

20.2.   DroneShield may suspend or terminate immediately where clause 14.5 or an Event of Default applies. Either party may terminate an unremedied material breach after the applicable cure period.

20.3.   DroneShield may suspend performance if the End User fails to provide site access, information, assistance, approvals, payment, security or other dependencies. Suspension does not extend the Lease Term or relieve payment obligations.

20.4.   On expiry or termination, the End User must immediately cease use, disconnect and secure the Goods, cease using Software and Documentation and return the Goods under clause 21.

20.5.   Expiry or termination does not affect accrued rights. Clauses concerning ownership, security, fees, return, confidentiality, Intellectual Property Rights, indemnities, liability, disputes and any provision intended by nature to survive continue.

21.  Return of Goods and Holding Over

21.1.   If the End User wishes to return the Goods due to a Covered Defect, the End User must obtain an RMA and return all Goods, accessories, cases, cables, keys and Documentation by the Return Date to the location and in the packaging and manner directed by DroneShield, insured and at the End User’s risk and cost unless an Order states otherwise.

21.2.   Goods must be clean, complete, secure and in the condition received, fair wear and tear excepted. Evidence of damage or incident must not be removed.

21.3.   DroneShield may inspect and test within a reasonable period after receipt and notify the End User of any missing items, damage, contamination, unauthorised alterations or latent defects. Subject to clause 12.1 and except to the extent the relevant issue results solely from a Covered Defect for which DroneShield is responsible, if any such issue is discovered, the End User is responsible for the lesser of the Repair Cost and Replacement Cost. DroneShield’s condition report and reasonable evidence are prima facie evidence, subject to manifest error.

21.4.   Retention after the Return Date does not renew or extend the Lease Term. Lease Fees continue on a daily pro rata basis, calculated by reference to the recurring Lease Fees applicable immediately before the Return Date, until DroneShield has physically received, inspected and accepted the returned Goods, together with reasonable losses and costs caused by delay.

21.5.   If Goods are not returned, DroneShield may recover them and the End User must provide access, information and assistance and reimburse reasonable recovery costs, subject to Applicable Law.

21.6.   If any returned property is not part of the Goods, DroneShield may store it at the End User’s risk and cost and, after reasonable notice, return, dispose of or destroy it to the extent permitted by law.

22. Assignment, Subcontracting and Change of Control

22.1.   The End User must not assign, novate, transfer, subcontract or otherwise deal with an Order or undergo a direct or indirect change of control that materially affects risk without DroneShield’s prior written consent.

22.2.   DroneShield may assign, novate, transfer, finance or grant a Security Interest in its rights, receivables, residual interest or the Goods to an Affiliate, financier or purchaser, on notice where required by law.

22.3.   Permitted subcontracting or third-party custody does not release the End User from liability.

23. Compliance, Ethics and Publicity

23.1.   The End User must comply with Applicable Law, including anti-bribery, anti-corruption, competition, privacy, workplace safety, procurement and Government Agency requirements, and must not cause DroneShield or an Affiliate to breach them.

23.2.   The End User must maintain complete records reasonably necessary to demonstrate compliance and provide certifications and cooperation requested by DroneShield.

23.3.   The End User must not use DroneShield’s name, logos, marks, images or the existence or terms of an Order in publicity, marketing or announcements without prior written consent, except where legally required.

23.4.   The End User must not make a representation, warranty or commitment on DroneShield’s behalf or hold itself out as DroneShield’s agent, partner, representative or joint venturer.

24. Disputes and Governing Law

24.1.   The governing law, arbitral seat and forum are those stated in an Order or applicable Country Schedule.

24.2.   If omitted:

(a)   where DroneShield is DroneShield Group Pty Ltd, New South Wales law applies and arbitration is seated in Sydney;

(b)   where DroneShield is DroneShield LLC, Virginia law applies and arbitration is seated in Arlington, Virginia; and

(c)   for another DroneShield entity, the law and courts of its principal place of business applies and the seat and applicable arbitration rules will be those specified in the Order or applicable Country Schedule.

24.3.   Before arbitration, a party must give a detailed dispute notice and senior representatives must attempt resolution for twenty (20) Business Days. This does not prevent urgent, protective, debt, possession, registration or injunctive proceedings.

24.4.   If US law applies, both parties waive their rights to a jury trial.

24.5.   Unless where clause 24.2(c) applies or a Country Schedule states otherwise, arbitration is in English before one arbitrator under the Resolution Institute Arbitration Rules for Sydney and JAMS Comprehensive Arbitration Rules for Virginia.

24.6.   DroneShield may seek urgent, possessory, registration, insolvency or enforcement relief wherever the Goods, End User or relevant assets are located.

24.7.   The United Nations Convention on Contracts for the International Sale of Goods does not apply.

25. Mandatory Law and General

25.1.   Nothing in this Leasing EULA excludes, restricts or modifies a right, remedy, guarantee, warranty or liability that cannot lawfully be excluded, restricted or modified.

25.2.   The chosen law does not displace mandatory proprietary, registration, insolvency, safety, export, tax, consumer or enforcement laws. A provision invalid in a jurisdiction is modified to the minimum extent necessary or otherwise severed only in that jurisdiction.

25.3.   Notices must be in writing and delivered by hand, recognised courier or email to details in an Order. Email is received when transmitted without an error notice, or at 9:00 am on the next Business Day if outside business hours.

25.4.   Neither party is liable for delay beyond reasonable control, except that this does not excuse payment, protection, security, compliance or return obligations. DroneShield may terminate if the event materially prevents performance for more than ninety days.

25.5.   A waiver must be in writing and applies only to the specific matter. Rights and remedies are cumulative.

25.6.   This Leasing EULA, each applicable Country Schedule and the applicable Order constitute the entire agreement concerning their subject matter and supersede prior discussions and representations. A variation must be in writing and accepted by an authorised representative of DroneShield and an authorised representative of the End User.

25.7.   The End User acknowledges that it has independently assessed the suitability of the Leased Articles for its intended use and has not relied on any representation, warranty, statement or forecast not expressly set out in this Leasing EULA or the applicable Order. Nothing in this clause excludes or limits any liability that cannot lawfully be excluded or limited.

25.8.   This Leasing EULA and each Order may be accepted electronically and in counterparts where permitted by Applicable Law. The English version prevails unless mandatory law requires otherwise.

25.9.   The End User must execute further documents and do all things reasonably required to give effect to this Leasing EULA and protect DroneShield’s rights.

25.10.   If any provision of this Leasing EULA or an Order is illegal, invalid, void or unenforceable in any jurisdiction, that provision is to be read down to the minimum extent necessary to make it legal, valid and enforceable. If it cannot be read down, it is severed in that jurisdiction to the extent of the illegality, invalidity or unenforceability. The remaining provisions continue in full force and effect, and the legality, validity and enforceability of that provision in any other jurisdiction is not affected.

Schedule 1 – Australia

1. Where DroneShield Group Pty Ltd is the Lessor.

2. This Leasing EULA may constitute a security agreement and DroneShield’s interest may be a security interest under the Personal Property Securities Act 2009 (Cth) (PPSA). Terms defined in the PPSA have the same meaning in this Schedule.

3. The End User consents to DroneShield registering financing statements and financing change statements and must provide information and assistance. The End User must not register an amendment or discharge affecting DroneShield’s interest.

4. To the extent permitted by the PPSA, the End User waives the right to receive verification statements or other notice under the PPSA. The End User agrees not to disclose information of the kind referred to in section 275(1) of the PPSA, except in circumstances permitted by section 275(7) of the PPSA.

5. To the maximum extent permitted by law, the parties agree that Part 4 of the Civil Liability Act 2002 (NSW), Part VIA of the Competition and Consumer Act 2010 (Cth) and any other corresponding proportionate liability regime do not apply to any Claim arising out of or in connection with this Leasing EULA or an Order.

6. Amounts are exclusive of GST. The recipient of a taxable supply must pay GST in addition on receipt of a valid tax invoice. Adjustment events are dealt with by adjustment note.

7. Nothing excludes the Australian Consumer Law. If the End User has a non-excludable guarantee and liability may be limited, clause 18.5 applies.

8. New South Wales law governs and clauses 24.3 to 24.6 apply unless an Order states otherwise.

Schedule 2 – United States 

1. Where DroneShield LLC is the Lessor.

2. References to the UCC mean the Uniform Commercial Code as enacted in the applicable state.

3. The parties intend the transaction to be a true lease governed by applicable Article 2A of the Uniform Commercial Code. Protective filings do not concede that the transaction is a secured sale.

4. If the transaction creates a security interest, the End User grants the interest described in clause Error! Reference source not found. and authorises DroneShield to file UCC financing statements, amendments, continuations and fixture filings where appropriate.

5. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, ARE DISCLAIMED. THE END USER ACKNOWLEDGES THAT THIS DISCLAIMER IS CONSPICUOUS.

6. The End User waives trial by jury to the maximum extent permitted by law. For Virginia-seated matters, clauses 24.3 to 24.6 apply.

7. Self-help repossession is permitted only where authorised by applicable state law and without breach of the peace. DroneShield may seek replevin, injunctive or other judicial relief.

8. State sales, use, personal property and similar taxes are allocated under clause 13, subject to mandatory law and any exemption certificate accepted by DroneShield.