Master Subscription Agreement
This Master Subscription Agreement (this “Agreement”) is entered into by and between DronaHQ, a product of Deltecs Infotech Pvt. Ltd., with its principal office located at Mumbai, India, and the customer identified in the Order Form referencing this Agreement (“Customer”). The individual accepting this Agreement on behalf of Customer represents they have the authority to bind Customer to this Agreement. If the individual does not have such authority, neither the individual nor the Customer may use the Services or any Trial Products.
1. Definitions
- “Affiliate”: Any entity directly or indirectly controlling, controlled by, or under common control with the subject entity. "Control" means ownership of more than 50% of the voting interests.
- “Authorized User”: An individual authorized by Customer to access the Services, including any Custom Apps under Customer’s account, and who has been assigned a user ID and password. This includes Customer’s employees, contractors, agents, and third parties involved in building, editing, or using Custom Apps through the Services.
- “Custom App”: Any application, workflow, or process customized, programmed, or developed by Customer using the Services.
- “Customer Data”: Electronic data or content submitted by an Authorized User to a Custom App, such as querying a Database, excluding Non-DronaHQ Products and the Services.
- “Database”: Any database or data resource connected by the Customer to a Custom App.
- “Documentation”: DronaHQ’s online user guides and policies, accessible via DronaHQ Documentation.
- “Expert Services”: Ancillary services offered by DronaHQ to facilitate or optimize Customer’s use of the Services, excluding the Services themselves.
- “Non-DronaHQ Products”: Databases, applications, and software products provided by the Customer or a third party that interoperate with the Services.
- “Order Form”: An ordering document specifying the Services and/or Expert Services to be provided under this Agreement.
- “Services”: DronaHQ’s tools and platform for building, deploying, and using Custom Apps, available as cloud-based services (“Cloud Services”) or hosted on Customer’s infrastructure (“Self-Hosted Services”). Excludes Expert Services, Trial Products, Non-DronaHQ Products, and Customer Data.
- “Suggestions”: Feedback or recommendations provided by Customer or its Authorized Users about the Services, Expert Services, or Trial Products.
- “Trial Product”: Services, features, or functionality offered by DronaHQ on a trial basis, designated as beta, pilot, developer preview, or similar.
2. DronaHQ Responsibilities
2.1 Provision of Services
DronaHQ will provide the Services specified in the Order Form under this Agreement. For Cloud Services, DronaHQ will use commercially reasonable efforts to ensure availability 24/7, except for planned downtime exceeding five continuous minutes, for which DronaHQ will provide at least 48 hours’ notice via the Services.
2.2 Service Performance and Features
DronaHQ warrants:
(a) The Services will perform in material compliance with the applicable Documentation; and
(b) DronaHQ will not materially decrease the functionality of the Services during a subscription term, subject to the limitations of Non-DronaHQ Products.
In case of a warranty breach, Customer's sole remedies are outlined in the "Termination for Cause" section.
2.3 Protection of Customer Data
DronaHQ will implement and maintain administrative, physical, and technical safeguards to protect the security and confidentiality of Customer Data, as described in its Security Practices Page. This includes preventing unauthorized access, use, or disclosure. DronaHQ will ensure that any third-party service provider handling Customer Data meets reasonable confidentiality and security standards.
Customer remains responsible for securing and backing up Customer Data under its control or its representatives' possession.
2.4 Data Processing Addendum
Where applicable, the terms of the Data Processing Addendum (DPA) are incorporated by reference. For purposes of the Standard Contractual Clauses, if applicable, the Customer and its Affiliates are the data exporters, and acceptance of this Agreement or an Order Form serves as execution of the clauses outlined in the DPA.
2.5 DronaHQ Personnel
DronaHQ is responsible for ensuring its personnel (employees and contractors) perform in compliance with its obligations under this Agreement.
2.6 Compliance with Laws
DronaHQ will comply with laws applicable to its provision of the Services to customers generally.
3. Access and Use of the Services (DronaHQ)
3.1 Authorized User Subscriptions
Customers and their Authorized Users may access and use the DronaHQ platform in compliance with the terms outlined in this Agreement, the applicable Order Form, and the Documentation. DronaHQ Services are provided as subscriptions tied to individual Authorized Users. These subscriptions are role-based, and pricing may vary depending on the level of access and functionality granted. For instance, a “Builder” who creates and customizes apps will have different access and pricing compared to an “End User” who interacts with those apps.
Customers can add additional Authorized User subscriptions during an active subscription term through the platform interface or by updating the Order Form. These additional subscriptions will be charged at the same rate as existing subscriptions and prorated for the remaining subscription term. It is important to note that each subscription is non-transferable and must be assigned to a single individual. Sharing subscriptions among multiple users or attempting to bypass associated fees is strictly prohibited.
3.2 Customer Affiliates
Customer Affiliates may also purchase and use DronaHQ Services by executing their own Order Forms that reference this Agreement. When an Affiliate does so, all references to “Customer” in this Agreement will apply to that specific Affiliate for the purposes of their Order Form. In such cases, the Affiliate agrees to adhere to all terms and conditions set forth in this Agreement. This ensures consistent governance across multiple entities under a single Agreement framework.
3.3 Customer Responsibilities
Customers are responsible for ensuring the proper use of the DronaHQ platform. This includes authorizing and authenticating connections between their databases and Custom Apps. Customers must ensure that Authorized Users have appropriate permissions based on their roles and responsibilities within the platform.
Additionally, Customers are accountable for their Authorized Users' adherence to this Agreement, as well as the accuracy, legality, and appropriateness of all data uploaded to or used within the platform. It is the Customer's responsibility to protect account credentials and ensure the confidentiality of login information. Any activities performed under a Customer’s account will be their responsibility.
To safeguard the platform, Customers must make reasonable efforts to prevent unauthorized access or misuse. If such incidents occur, Customers are required to notify DronaHQ promptly. All use of the Services and Custom Apps must comply with applicable laws and government regulations. Where applicable, Customers must also maintain a terms of use and privacy policy for their Custom Apps to ensure compliance with legal requirements.
3.4 Usage Restrictions
The use of DronaHQ Services and Custom Apps is subject to specific limitations. Customers may not grant access to the platform or its Custom Apps to anyone other than Authorized Users. Any content shared through the platform must comply with legal and contractual obligations, avoiding infringement on intellectual property rights or the inclusion of malicious or disruptive content.
Customers are prohibited from reselling, sublicensing, or time-sharing the Services for unauthorized commercial purposes. Activities such as reverse-engineering, hacking, or attempting to gain unauthorized access to the platform’s systems are strictly forbidden. Furthermore, Custom Apps must not be used for sending spam, phishing, or any other form of unsolicited or deceptive communication. The platform must also not be used to create competing products or services.
3.5 Compliance with Regulatory Requirements
Customers acknowledge that DronaHQ does not process sensitive data, such as protected health information (PHI) under regulations like the Health Insurance Portability and Accountability Act (HIPAA), unless specifically agreed upon. Customers are responsible for ensuring compliance with any industry-specific regulations applicable to their use of the platform.
3.6 Removal of Violating Content
If DronaHQ identifies or is informed that Customer Data, Custom Apps, or any integrated third-party products violate laws or third-party rights, the Customer will be notified and required to remove the specified content promptly. If the Customer fails to comply with such a request, DronaHQ reserves the right to remove the offending content or disable the integration to protect the platform’s integrity and compliance.
3.7 Future Functionality
Customers acknowledge that their subscription to DronaHQ Services is based on the current functionality of the platform. The purchase of Services is not contingent upon the delivery of any future features or functionalities, regardless of any prior statements made by DronaHQ about potential enhancements.
4. Non-DronaHQ Products
When Customers integrate third-party products or services (referred to as “Non-DronaHQ Products”) with the platform, they accept that the providers of these products may have access to Customer Data to enable functionality and provide support. DronaHQ is not responsible for the use, disclosure, modification, or deletion of Customer Data by third-party providers. Customers are solely responsible for authorizing and managing such integrations.
5. Expert Services
If a Customer purchases Expert Services as specified in their Order Form, the terms outlined in the Expert Services Addendum will apply. These services are designed to provide specialized assistance for maximizing the use of the platform and are governed by their own set of terms, ensuring clarity and precision in their execution.
6. Fees and Payment
6.1 Fees
Customers are obligated to pay all fees as specified in their respective Order Forms. These payment commitments are non-cancelable, and fees that have been paid are non-refundable, except where explicitly stated in this Agreement. Subscription fees for Authorized Users are calculated based on annual periods, starting from the subscription start date and renewing on each annual anniversary. For subscriptions that begin mid-term, fees will be prorated on a daily basis.
Any credits that may be accrued during the subscription term will expire upon the expiration, non-renewal, or termination of the corresponding Order Form. It is important to note that these credits are not equivalent to currency and cannot be exchanged or refunded. Customers are advised to use accrued credits within the active term to avoid forfeiture.
6.2 Invoicing and Payment
Fees are invoiced in advance unless stated otherwise in the relevant Order Form. Invoices will be sent via email to the billing contact designated by the Customer. Customers are required to remit full payment within 30 days of the invoice date.
Failure to make timely payments may lead to additional charges and penalties. DronaHQ reserves the right to charge interest on overdue balances at a rate of 1.5% per month or the maximum legally permissible rate, whichever is lower. Additionally, DronaHQ may seek reimbursement for any expenses incurred during the collection process. If payments are overdue by 30 days or more, DronaHQ may suspend the provision of its Services or Expert Services. Customers will receive at least 10 days’ notice, typically via email, before such a suspension is enforced. Services will only be reinstated once all outstanding amounts are settled in full.
6.3 Taxes
Customers are responsible for all applicable taxes related to the Services, except for taxes based on DronaHQ's net income. This includes, but is not limited to, sales, use, excise, value-added, goods and services, consumption, and other similar taxes or duties. If any payments to DronaHQ are subject to withholding taxes imposed by a governmental authority, the Customer is required to reimburse DronaHQ for the amount withheld. Customers should ensure compliance with local tax laws when using DronaHQ's Services.
7. Proprietary Rights
7.1 Reservation of Rights
DronaHQ retains all rights, titles, and interests in and to the Services, including all related intellectual property rights. These rights are not transferred to Customers, except as explicitly granted under this Agreement. Similarly, Customers retain all rights, titles, and interests in and to their Custom Apps and Customer Data, including intellectual property rights therein.
7.2 License to Self-Hosted Services
For Customers purchasing Self-Hosted Services under an Order Form, DronaHQ grants a non-sublicensable, non-exclusive license to use the Self-Hosted Services. This license is subject to the terms of this Agreement, the applicable Order Form, and any related Documentation.
7.3 Limited License for Cloud Services
If a Customer purchases Cloud Services, they grant DronaHQ and its affiliates a limited, non-exclusive, worldwide license to access and use Custom Apps, Customer Data, and Non-DronaHQ Products solely for:
- Maintaining, updating, and providing the Services.
- Addressing technical issues or responding to customer support requests.
- Complying with legal obligations or requests.
This license allows DronaHQ to engage third-party service providers, such as cloud hosting providers, to fulfill these purposes. DronaHQ's access and use of Customer Data are strictly limited to these specified purposes.
7.4 Suggestions
Customers or Authorized Users who share feedback or suggestions (“Suggestions”) grant DronaHQ an unlimited, irrevocable, perpetual, sublicensable, royalty-free license to use such Suggestions for any purpose. DronaHQ is not obligated to provide compensation or credit for any Suggestions received.
7.5 Usage Information and Service Improvements
DronaHQ may collect and analyze Usage Information related to how its Services are configured and used. This data is utilized to enhance the performance and functionality of the Services. Improvements derived from such analyses benefit both individual Customers and the broader customer base. DronaHQ ensures that Usage Information is aggregated or de-identified before sharing it externally to protect the confidentiality of Customer data.
8. Term and Termination
8.1 Term of Agreement
This Agreement becomes effective on the date of execution (“Effective Date”) and remains valid until all associated Order Forms have expired or been terminated. Termination of the Agreement will also result in the termination of all active Order Forms.
8.2 Term of Services Subscriptions
Services subscriptions commence on the start date specified in the applicable Order Form and continue for the agreed subscription term. Unless stated otherwise, subscriptions renew automatically as outlined in the relevant Order Form.
8.3 Termination for Cause
Either party may terminate this Agreement with 30 days’ written notice if the other party materially breaches its terms and fails to remedy the breach within the notice period. In cases of termination:
- If initiated by the Customer, DronaHQ will refund any prepaid fees for the unused subscription term.
- If initiated by DronaHQ, the Customer will be liable for any unpaid fees for the remainder of the subscription term.
Termination does not absolve the Customer from paying any fees incurred before the effective termination date.
8.4 Data Portability and Deletion
During the subscription term, Customers can export their data via the Cloud Services. This capability may be limited by the Customer’s subscription plan, app configuration, or data retention settings.
Upon termination of the Agreement, Customers have up to 30 days to request a copy of their data. After this period, DronaHQ is not obligated to retain or provide access to Customer Data or Custom Apps. If an account is deleted, DronaHQ will, unless prohibited by law, delete all Customer Data and Custom Apps in accordance with its Security Practices.
8.5 Surviving Provisions
Certain provisions of this Agreement will survive its termination or expiration. These include sections related to Fees and Payment, Proprietary Rights, Confidentiality, Indemnification, Limitation of Liability, and Data Portability and Deletion, among others. These provisions ensure continuity in obligations such as payment, data protection, and dispute resolution even after the Agreement concludes.
- Mutual Representations and Warranties; Disclaimer
9.1. Representation. Each party confirms that it has validly entered into this Agreement and possesses the necessary legal authority to fulfill its obligations under the Agreement.
9.2. Disclaimer. EXCEPT AS SPECIFICALLY STATED IN THIS AGREEMENT, THE SERVICES PROVIDED BY DRONAHQ, INCLUDING ALL ASSOCIATED COMPONENTS AND INFORMATION, ARE OFFERED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND. DRONAHQ EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND TITLE. THE CUSTOMER ACKNOWLEDGES THAT DRONAHQ DOES NOT GUARANTEE THAT THE SERVICES WILL BE FREE FROM INTERRUPTIONS, ERRORS, OR SECURITY BREACHES, OR THAT THEY WILL OPERATE IN A TIMELY MANNER. DRONAHQ MAKES NO GUARANTEES REGARDING THE FUNCTIONALITY, ACCURACY, OR COMPATIBILITY OF THIRD-PARTY PRODUCTS INTEGRATED WITH ITS SERVICES.
- LIMITATION OF LIABILITY
10.1. Exclusion of Consequential and Related Damages. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO THIRD PARTIES FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOST REVENUES, PROFITS, OR DATA, ARISING FROM THE USE OR INABILITY TO USE THE SERVICES, WHETHER BASED IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF THE POSSIBILITY OF SUCH DAMAGES WAS FORESEEABLE. THIS LIMITATION SHALL NOT APPLY IN JURISDICTIONS WHERE SUCH EXCLUSIONS ARE PROHIBITED BY APPLICABLE LAW.
10.2. Limitation of Liability. EXCEPT FOR CLAIMS SPECIFICALLY EXCLUDED IN SECTION 10.3, THE AGGREGATE LIABILITY OF EITHER PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY THE CUSTOMER TO DRONAHQ FOR SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE INCIDENT THAT GAVE RISE TO THE LIABILITY.
10.3. Excluded Claims. The limitation of liability does not apply to: (i) the Customer’s obligations to indemnify DronaHQ as outlined in Section 11.1; (ii) DronaHQ’s indemnification obligations under Section 11.2; (iii) damages caused by a party's gross negligence, willful misconduct, or fraudulent actions; (iv) the Customer’s misuse or infringement of DronaHQ’s intellectual property rights; (v) breaches of confidentiality obligations, except those related to Customer Data; or (vi) any liabilities that cannot be excluded under applicable law.
10.4. Multi-Factor Authentication. The Customer acknowledges that DronaHQ supports multi-factor authentication (MFA), a widely recognized method for mitigating unauthorized access to systems. The Customer agrees that DronaHQ is not liable for damages or losses resulting from security incidents that could have been avoided if MFA had been properly implemented by the Customer.
10.5. Scope of Limitation. The limitations outlined in this section apply universally to all claims and theories of liability, including but not limited to those based on contract, tort, or statute. Both parties agree that these limitations are integral to the Agreement, forming the basis for their decision to enter into this contractual relationship.
- Mutual Indemnification
11.1. Customer Indemnification. The Customer agrees to defend and indemnify DronaHQ, its affiliates, and their respective directors, officers, employees, and contractors against any claims, demands, or lawsuits filed by third parties alleging that: (a) the Customer’s data or its use of custom applications, workflows, or integrations with non-DronaHQ products violates intellectual property rights or applicable laws; or (b) the Customer’s actions or omissions breach this Agreement or applicable law. The Customer will cover all damages, legal fees, and other costs awarded against DronaHQ, provided the claim does not arise from DronaHQ’s own breach of this Agreement.
11.2. DronaHQ Indemnification. DronaHQ agrees to defend and indemnify the Customer and its affiliates, along with their respective directors, officers, employees, and contractors, against claims alleging that the authorized use of DronaHQ’s services infringes the intellectual property rights of a third party. DronaHQ will be liable for damages, attorney fees, and other costs resulting from such claims, provided that the claims do not arise from (a) the Customer’s data or integrations, (b) the Customer’s misuse of the platform, or (c) the use of outdated versions of DronaHQ’s software.
11.3. Indemnification Procedure. The party seeking indemnification must promptly notify the indemnifying party in writing of the claim, provide necessary information for the defense, and allow the indemnifying party to assume control of the defense and settlement of the claim. The indemnified party must cooperate reasonably with the indemnifying party’s defense efforts.
11.4. Exclusive Remedy. This indemnification section represents the sole and exclusive remedy for each party in relation to claims covered under this section, and no additional liabilities or remedies shall apply beyond those explicitly stated here.
- Confidentiality
12.1 Definition of Confidential Information.
“Confidential Information” refers to any information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) that is either explicitly labeled as confidential or that reasonably should be understood as confidential based on its nature or the circumstances of disclosure. Confidential Information from the Customer includes Custom Apps and Customer Data, while Confidential Information from DronaHQ includes the Services and platform-related details. For both parties, this includes the terms and conditions of this Agreement and associated Order Forms, along with business strategies, marketing plans, technical details, product roadmaps, and operational processes. Information does not qualify as Confidential Information if it (a) becomes publicly available without violating any obligation to the Disclosing Party, (b) was known to the Receiving Party before disclosure without breaching any obligation, (c) is obtained lawfully from a third party without restrictions, or (d) is independently developed by the Receiving Party without reliance on the Disclosing Party’s Confidential Information.
12.2 Protection of Confidential Information.
The Receiving Party must:
(a) Protect the Confidential Information of the Disclosing Party with the same level of care it uses to safeguard its own confidential information, but no less than a reasonable standard of care.
(b) Use the Disclosing Party’s Confidential Information solely for purposes aligned with this Agreement.
(c) Restrict access to the Confidential Information only to its employees, contractors, or agents who require it for fulfilling the Agreement’s objectives, and ensure they are bound by confidentiality obligations.
Neither party may disclose the Agreement’s terms, including any Order Forms, to third parties, except to its affiliates, legal counsel, accountants, or as part of legitimate fundraising or merger and acquisition due diligence, and only under strict confidentiality conditions.
12.3 Compelled Access or Disclosure.
If the Receiving Party is legally compelled to access or disclose the Disclosing Party’s Confidential Information, it must:
(a) Notify the Disclosing Party promptly, unless prohibited by law, and provide reasonable assistance (at the Disclosing Party’s expense) to contest the disclosure.
(b) If disclosure is required as part of a civil proceeding involving the Disclosing Party and the Disclosing Party does not contest it, reimburse the Receiving Party for reasonable expenses incurred in securely compiling and providing access to the Confidential Information.
- Trial Products
If the Customer utilizes a Trial Product offered by DronaHQ, the following terms apply:
DronaHQ will provide the Trial Product free of charge until the earlier of (a) the end of the agreed trial period, (b) the start date of a paid subscription for the same Service under a new Order Form, or (c) the termination of the Trial Product at DronaHQ’s discretion. Trial periods may be extended by mutual agreement, which can be confirmed via email.
Notwithstanding other terms in this Agreement, Trial Products are provided strictly “AS IS.” DRONAHQ DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, AND DOES NOT OFFER SUPPORT, INDEMNIFICATION, OR SERVICE LEVEL AGREEMENTS FOR TRIAL PRODUCTS.
DronaHQ’s total liability for Trial Products is limited to $1,000 unless such exclusion is not enforceable under applicable law. The Customer must ensure its use of the Trial Product complies with all applicable laws. The Customer will be fully liable for any damages caused by improper or unlawful use of the Trial Product.
Upon termination of the Trial Product, any data, configurations, or customizations made within the Trial Product environment may be permanently deleted without recovery.
Here’s the paraphrased version, tailored for DronaHQ:
- General Provisions
14.1 Publicity.
Unless otherwise agreed in the relevant Order Form, the Customer grants DronaHQ the right to use the Customer’s name and logo for marketing and promotional purposes. This may include showcasing the Customer as a reference on DronaHQ’s website and in other public or private communications with potential or current DronaHQ customers, while adhering to the Customer’s trademark usage guidelines, which should be provided to DronaHQ from time to time.
14.2 Force Majeure.
Neither party shall be liable for failure or delay in fulfilling its obligations due to events beyond their reasonable control, such as denial-of-service attacks, strikes, shortages, riots, natural disasters, acts of God, war, terrorism, or governmental actions.
14.3 Relationship of the Parties.
The relationship between the parties is that of independent contractors. This Agreement does not establish any partnership, franchise, joint venture, agency, fiduciary, or employment relationship between them.
14.4 No Third-Party Beneficiaries.
There are no third-party beneficiaries of this Agreement. Only the parties to the Agreement can enforce its terms.
14.5 Notices.
Unless stated otherwise, all notices under this Agreement must be in writing, addressed to the designated parties at the addresses provided in the Agreement. Notices are considered duly given if:
(a) personally delivered upon receipt;
(b) sent by email on the first business day after sending;
(c) sent for next-day delivery by a recognized overnight courier service on the following business day;
(d) sent via certified or registered mail with return receipt requested upon receipt.
14.6 Waiver.
Any failure or delay by either party in exercising any rights under this Agreement does not constitute a waiver of those rights. A waiver of any provision or breach of this Agreement will not be deemed to be a waiver of any future rights or breaches.
14.7 Severability.
If any part of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable, that provision will be modified to the extent necessary to make it enforceable, while still fulfilling the original intent. The remaining provisions of the Agreement will continue in full force and effect.
14.8 Assignment.
Neither party may assign its rights or obligations under this Agreement without prior written consent from the other party (which consent shall not be unreasonably withheld). However, either party may assign the Agreement to its affiliate or in connection with a merger, acquisition, corporate reorganization, or the sale of most or all of its assets without needing consent. If a party attempts to assign the Agreement in violation of this clause, the other party’s remedy will be as defined in the “Termination for Cause” section. This Agreement binds and benefits both parties and their respective successors and permitted assigns.
14.9 Governing Law and Venue.
This Agreement, including any disputes arising from it, shall be governed exclusively by the laws of the State of California, regardless of conflicts of law principles or international treaties. Any legal action related to this Agreement will be adjudicated in the state and federal courts located in San Francisco County, California. Both parties consent to the exclusive jurisdiction of these courts.
14.10 Waiver of Jury Trial; Fees.
Each party waives the right to a jury trial for any legal action arising from this Agreement. In any legal proceedings to enforce the rights under this Agreement, the prevailing party is entitled to recover reasonable legal costs and attorneys’ fees.
14.11 Entire Agreement.
This Agreement, including any exhibits, addenda, and Order Forms, constitutes the complete agreement between the parties, superseding all prior written or oral agreements, proposals, or representations regarding the Customer’s purchase and use of DronaHQ Services. Any modifications, amendments, or waivers of the Agreement will only be valid if made in writing and signed by the party against whom the modification, amendment, or waiver is to be enforced. In case of any conflict between the terms in this Agreement and any related exhibits, addenda, or Order Forms, the latter will take precedence. Any terms accepted during vendor onboarding, or in purchase orders or other Customer documentation (excluding Order Forms), will not form part of this Agreement and will be considered void.