Custom Services Agreement

This Enhanced Services Agreement governs the provision of any Expert Services by DronaHQ under an Order Form. This Addendum is incorporated into and made subject to the terms and conditions of the Agreement governing Customer’s use of the Services. Capitalized terms used but not otherwise defined herein have the meanings assigned to them in the Agreement.

1. Expert Services

1.1 Definition of Expert Services

“Expert Services” means the ancillary services offered by DronaHQ to facilitate, accelerate, or optimize Customer’s use of the Services under the Agreement. Such services may include enablement, advisory, or training services; Service configuration; and development of Custom Apps on Customer’s behalf. Expert Services expressly exclude the Services themselves.

1.2 Statements of Work and Change Orders

The scope, deliverables, fees (or hourly rates for time-and-materials engagements), and responsibilities for all Expert Services shall be set forth in the applicable Order Form and an associated Statement of Work (“SOW”), each of which must be mutually executed in writing. Any modifications to scope or fees require the written agreement of both parties via a Change Order.

2. DronaHQ Responsibilities

2.1 Performance

DronaHQ shall perform Expert Services in accordance with this Addendum, the applicable Order Form, and SOW, and in compliance with all applicable laws. Unless otherwise specified in the SOW, Expert Services will be delivered remotely.

2.2 Warranty

DronaHQ warrants that all Expert Services will be performed in a professional and workmanlike manner consistent with prevailing industry standards.

2.3 Subcontractors

DronaHQ may engage qualified subcontractors to assist in delivering Expert Services, provided that DronaHQ remains fully responsible for their performance and for ensuring their compliance with this Addendum.

3. Customer Responsibilities

3.1 Cooperation

Customer acknowledges that DronaHQ’s ability to perform Expert Services depends on Customer’s active participation, including (a) designating a competent project leader as primary contact; (b) providing prompt feedback and necessary information; (c) participating in scheduled meetings; and (d) fulfilling any other obligations set forth in the SOW.

3.2 Customer Materials

“Customer Materials” means materials, documentation, specifications, or other resources provided by Customer to DronaHQ. Any delay caused by Customer’s failure to deliver required materials in a timely manner shall not constitute a breach by DronaHQ. Customer grants DronaHQ a limited, non-exclusive license to use Customer Materials solely for the performance of Expert Services.

3.3 Ownership and Confidentiality

All Customer Materials remain the sole property of Customer and shall be treated as Confidential Information under the Agreement.

4. Deliverables and DronaHQ Technology

4.1 License for Deliverables

Deliverables delivered to Customer under this Addendum are licensed on a worldwide, non-exclusive, non-transferable basis for use solely in conjunction with the Services. If Deliverables incorporate any DronaHQ Technology, the license is expressly limited to such combined use.

4.2 Definition of DronaHQ Technology

“DronaHQ Technology” means (a) any intellectual property owned or licensed by DronaHQ prior to or independent of this Addendum, (b) intellectual property and know-how relating to the Services, and (c) tools, templates, or code developed for general reuse across DronaHQ engagements. Customer Materials and Customer Data are excluded from DronaHQ Technology.

5. Fees and Payment

5.1 Payment Terms

Fees for Expert Services, or applicable hourly rates, shall be specified in the Order Form. Payment shall follow the terms and schedule set forth in the Agreement. All payment obligations for Expert Services are non-cancellable, and fees are non-refundable except as expressly stated in the Agreement.

6. Disclaimer of Warranties

6.1 No Additional Warranties

Except for the express warranty in Section 2.2, Expert Services and Deliverables are provided “AS IS” without warranty of any kind, whether express or implied, including any implied warranty of merchantability, fitness for a particular purpose, or non-infringement. No ongoing support or maintenance is implied unless expressly stated in the SOW.

7. Indemnification

7.1 Customer Indemnification

Customer shall defend, indemnify, and hold harmless DronaHQ from any third-party claim arising out of DronaHQ’s authorized use of Customer Materials, covering all damages, costs, and reasonable attorneys’ fees incurred.

7.2 DronaHQ Indemnification

DronaHQ shall defend, indemnify, and hold harmless Customer from any third-party claim that Deliverables or DronaHQ Technology, as delivered under this Addendum, infringe third-party intellectual property rights, provided such claims do not arise from the use of Customer Materials or instructions.

8. Limitation of Liability

8.1 Liability Cap

Neither party’s aggregate liability arising from or related to Expert Services shall exceed the total fees paid by Customer for those Expert Services under the applicable Order Form, except in cases of gross negligence or willful misconduct.

8.2 Exclusion of Damages

Neither party shall be liable for any indirect, incidental, consequential, special, or punitive damages, including lost profits or revenue, irrespective of the form of action, even if advised of the possibility of such damages, to the extent permitted by law.

9. Term and Termination

9.1 Addendum Term

This Addendum shall remain in effect for the term set forth in the applicable Order Form or SOW and shall terminate concurrently with the Agreement. Termination of the Agreement shall terminate all active SOWs.

9.2 Termination for Cause

Either party may terminate this Addendum upon thirty (30) days’ written notice if the other party materially breaches its obligations and fails to cure such breach within the notice period. Upon termination for cause by Customer, DronaHQ shall be entitled to payment for all Expert Services performed through the effective termination date. Upon termination for cause by DronaHQ, Customer shall pay all fees due through the effective termination date.

9.3 Surviving Provisions

Sections on Ownership and Proprietary Rights; Fees and Payment; Disclaimer of Warranties; Limitation of Liability; Indemnification; and Term and Termination shall survive any termination or expiration of this Addendum.