Evaluation Kit Program Terms and Conditions

Important – Please carefully read the following terms and conditions (“Agreement”). This is a legally binding agreement. After you read this Agreement, you will be asked whether you accept and agree to the terms of this Agreement. Do not click to accept and agree to the terms of this Agreement unless: (1) you are authorized to accept and agree to the terms of this Agreement on behalf of yourself and your company; and (2) you intend to enter into and to be bound by the terms of this legally binding Agreement on behalf of yourself and your company. You and your company (if any) are referred to in this Agreement as the “Developer” and Aerofex, Inc. shall be referred to as “Aerofex”.

1. Scope of Use. Developer may use the Evaluation Kit solely for the purposes of evaluating, developing and testing products. The Evaluation Kit is not a finished product nor is it approved for any particular use. Developer agrees that it will not offer for sale or lease, sell or lease, transfer or distribute the Evaluation Kit to any third party (including, without limitation, any end developers, resellers, distributors or customers of Developer’s products). The Evaluation Kit or other material included in this package may not be resold or used for any other purpose. The Evaluation Kit shall not be moved or used outside the United States of America. Developer shall not perform, nor allow, authorize or assist others in, reverse engineering, decompilation, disassembly, photographic or video reproduction, or the like upon the Evaluation Kit to attempt to learn information about the internal architecture, design, operation, manufacture, features, or functionality, beyond that information provided to Developer. Nothing in this Agreement will be construed to limit Developer’s ability to design, develop, debug, optimize or support Developer’s products without use of or access to the Evaluation Kit.

2. Evaluation Kit Features and Capabilities. Developer accepts the Evaluation Kit with knowledge and agreement that it may include pre-release features, capabilities or errata.

3. Regulatory Compliance and Instructions. Developer understands that the Evaluation Kit or portions thereof may not have received all regulatory approvals required by governmental authorities and standards organizations for finished products as the Evaluation Kit is being provided solely for development and evaluation purposes. Developer is responsible for ascertaining and complying with all applicable governmental regulations for the use of the Evaluation Kit in the appropriate jurisdiction. To the extent Aerofex provides notice to the Developer of additional instructions regarding labeling or use of the Evaluation Kit, Developer will strictly comply with all such instructions.

4. FAA Notice: Without limiting the generality of the foregoing section of this Agreement, this kit is designed to allow within the United States: (1) Product developers to evaluate components, circuitry, or software associated with the kit to determine whether to incorporate such items in a finished product and (2) Software developers to write software applications for use with the end product. This kit is not a finished product and when assembled may not be used unless all required Federal Aviation Authority (“FAA”) authorizations are first obtained. It is Developer’s responsibility to be informed of and comply with all FAA regulations and State and Local restrictions that pertain to their use of the Evaluation Kit operating the vehicle with the kit. Under no circumstances or jurisdictions is the Evaluation Kit to be used for manned flight.

5. Ownership and License. Title to the hardware products contained in the Evaluation Kit is vested in Developer. Aerofex or its suppliers retain all right, title and interest in all intellectual property rights of the Evaluation Kit. In the absence of an express license and subject to the terms and conditions of this Agreement, Aerofex grants Developer a non-exclusive, non-transferable license (without the right to sublicense) solely for the purposes of evaluating Aerofex’s Evaluation Kit and developing products incorporating one or more Aerofex’s products. Developer is not permitted to modify, rent, sell or distribute the hardware or software. 

6. Feedback. To assist Aerofex in identifying problems with and making improvements to the Evaluation Kit, Aerofex invites Developer’s suggestions, comments, or other feedback, including problems relating to any bugs, ommisions or other problems discovered during the course of Developer’s evaluation or use of the Evaluation Kit (“Feedback”). Developer will use reasonable efforts to help Aerofex analyze problems or issues with the Evaluation Kit encountered by Developer. Developer grants to Aerofex a non-exclusive, irrevocable, worldwide, royalty-free license under Developer’s intellectual property rights to display, perform, copy, distribute, make, have made, make derivative works, use, sell, offer to sell, and import Feedback, without reference to the Developer as the source.
7. Disclaimers. The Evaluation Kit is provided “As Is” and possibly with faults. Aerofex is under no obligation to provide updates, upgrades, support, or maintenance of any kind under this Agreement. Aerofex disclaims any and all warranties and guarantees, express, implied or otherwise, arising with respect to the Evaluation Kit delivered hereunder, including but not limited to the warranty of merchantability, the warranty of fitness for a particular purpose, and any warranty of non-infringement of the intellectual property rights of any third party. Aerofex neither assumes nor authorizes any person to assume for it any other liability. Developer will use the Evaluation Kit at its own risk. Aerofex will not be liable to Developer for any direct or indirect damages incurred in using the Evaluation Kit. In no event will Aerofex be liable for loss of profits, loss of use, loss of data, business interruption, nor for punitive, incidental, consequential, or special damages of any kind, even if advised of the possibility of such damages.

8. Delivery. The following delivery terms shall apply for Evaluation Kit shipped to Developer’s US ship-to addresses: AFXGTC-2025a. Shipping details and costs shall be agreed upon check out. Developer shall be responsible for payment of all applicable taxes and fees.

9. Applicable Law. Claims arising under this Agreement shall be governed by the laws of the State of California.

10. Assignment. Neither this Agreement nor any rights or obligations hereunder may be assigned or delegated (whether by operation of law, in conjunction with a change of control or ownership, or otherwise) by Developer without Aerofex’s prior written consent.

11. Audits. Developer agrees to cooperate with Aerofex during commercially reasonable audits to verify Developer’s compliance with its obligations under this Agreement.

12. Dispute. ANY CLAIM, DISPUTE OR CONTROVERSY BETWEEN DEVELOPER AND AEROFEX ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF THE DEVELOPMENT KIT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION IN LOS ANGELES, CALIFORNIA, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION IN ACCORDANCE WITH THE CONSUMER ARBITRATION RULES. AS SUCH, DEVELOPER AGREES TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY, OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION.

13. Notices. Aerofex will provide notice to the contact and address listed in the Developer’s application for the Evaluation Kit. All required or permitted notices to Aerofex under this Agreement will be in writing, make reference to this Agreement, and be delivered by email to the following address: [email protected]