Terms & Conditions

1. Contracting Entity; Scope of These Terms

1.1 These U.S. Pilot Terms (these "Terms") constitute a binding agreement between FairFleet, Inc., a Delaware corporation ("FairFleet," "we," "us"), and the independent contractor registering on the FairFleet Platform ("Pilot"). "Pilot" means any external subcontractor registered on the Platform, whether or not a drone operator.

1.2 Applicability; Definition of United States. These Terms apply to all Pilots residing or established in, or performing Missions in, the United States. "United States" means the fifty (50) states, the District of Columbia, and all territories and possessions of the United States, including Puerto Rico, the U.S. Virgin Islands, Guam, American Samoa, and the Commonwealth of the Northern Mariana Islands. If Pilot falls within this scope, these Terms apply exclusively and supersede any other FairFleet pilot terms (including the pilot terms of FairFleet GmbH). Pilots outside this scope remain subject exclusively to the applicable FairFleet GmbH pilot terms.

1.3 Sole Contracting Party. All Mission Contracts with U.S. Pilots are entered into, and all compensation is paid, solely by FairFleet, Inc. FairFleet GmbH is not a party to this Agreement and assumes no obligations or liability hereunder. The Platform (fairfleet.com, fairfleet360.com, and related applications) is operated by FairFleet GmbH as a technology service provider to FairFleet, Inc.; this does not make FairFleet GmbH a party to, or guarantor of, this Agreement.

1.4 These Terms exclusively govern the relationship. Any conflicting or additional terms of Pilot are rejected unless expressly accepted by FairFleet in writing.

1.5 Transition of Existing Pilots from FairFleet GmbH. FairFleet will inform all Pilots in text form of these Terms and of the date of their publication (the "Effective Date"), at least four (4) weeks before the Effective Date. The notification will specifically point out the consequences of not objecting and the termination alternative described below. For Pilots within the scope of Section 1.2 who are registered on the Platform under the pilot terms of FairFleet GmbH: unless the Pilot terminates the platform usage agreement and requests deletion of his account before the Effective Date, the Pilot is deemed to have accepted these Terms by remaining on the Platform (tacit acceptance). With effect from the Effective Date, the platform usage agreement transfers from FairFleet GmbH to FairFleet, Inc., these Terms replace the FairFleet GmbH pilot terms for such Pilot, and FairFleet, Inc. is the sole contracting party for all new Mission Contracts. The only alternative to acceptance is termination of the usage agreement and deletion from the Platform before the Effective Date. In addition, FairFleet will include a reference to these Terms in Mission postings and order confirmations; each submission of a bid for, or acceptance of, a Mission after the Effective Date therefore constitutes an express confirmation of these Terms by Pilot. Mission Contracts formed with FairFleet GmbH before the Effective Date remain with FairFleet GmbH and are completed and paid under the previously applicable terms; compensation claims for such Missions exist solely against FairFleet GmbH.

2. Independent Contractor Status

2.1 Pilot performs all services as an independent contractor operating an independent business. Nothing in this Agreement creates an employment, agency, joint-venture, or partnership relationship. Pilot has no authority to bind FairFleet.

2.2 Pilot is free to determine the manner and means of performing Missions, including work schedule (within agreed Mission windows), flight methods, and choice and procurement of equipment, which Pilot provides at its own expense and shall keep airworthy, well-maintained, and suitable for the agreed Mission specification. Pilot may perform services for other clients, including competitors of FairFleet, subject only to Section 13 (No Customer Contact; Non-Circumvention) and Section 12 (Confidentiality).

2.3 Pilot is solely responsible for all taxes on compensation received (including self-employment taxes), and for its own insurance and benefits. FairFleet will not withhold taxes and will report compensation as required by law (IRS Form 1099). Pilot is not entitled to any employee benefits. FairFleet does not provide tax, legal, or insurance advice.

2.4 Pilot represents that it enters into this Agreement in the course of an established trade or business, holds or will obtain all business licenses and registrations required for that business, is legally authorized to provide services in the United States, and is not listed on any U.S. government sanctions, debarment, or exclusion list.

2.5 No Volume Guarantee; No Exclusivity. FairFleet does not guarantee any minimum number or volume of Missions, job postings, or compensation. Pilot is under no obligation to bid on any posting, and the relationship is non-exclusive for both parties.

2.6 Additional Representations. Pilot represents and warrants, on an ongoing basis, that: (a) Pilot (and each individual performing Missions) is lawfully authorized to work and to provide services in the United States and holds any immigration status required for that purpose; (b) Pilot is not prohibited from operating unmanned aircraft by any law, regulation, court order, condition of probation or parole, administrative action, or FAA certificate suspension, revocation, or denial; and (c) Pilot is able to perform Missions safely and will not operate an unmanned aircraft while knowing or having reason to know of any physical or mental condition that would interfere with its safe operation (14 CFR 107.17; see Section 7.4). Pilot shall notify FairFleet immediately if any of these representations ceases to be accurate; in that event Pilot may not submit further bids or perform open Missions.

3. Platform Access; Onboarding; Verification; Background Checks

3.1 Restricted Access. By submitting the registration form and accepting these Terms and the privacy policy, Pilot makes an offer to enter into a Platform usage agreement, to which Pilot remains bound for two (2) weeks. A confirmation of receipt is not acceptance; the agreement is formed upon FairFleet’s acceptance in text form or upon activation of the account. Natural persons must be of legal age in their state of residence and in any event at least eighteen (18) years old; offers on behalf of legal entities may be made only by named, duly authorized representatives.

3.2 Unrestricted Access. Only Pilots with unrestricted access may bid on Missions. Unrestricted access requires successful verification of:

(a) a current FAA Remote Pilot Certificate under 14 CFR Part 107, including current recurrent training (14 CFR 107.65);

(b) FAA registration of each unmanned aircraft used for Missions, and compliance with the FAA Remote Identification requirements (14 CFR Part 89);

(c) valid liability insurance meeting the requirements of Section 4;

(d) a government-issued photo identification for identity verification;

(e) a completed and accurate IRS Form W-9 and such other tax documentation as FairFleet reasonably requires;

(f) successful completion of any onboarding training and any tests or assessments required on the Platform; and

(g) such further documents and evidence as FairFleet reasonably requests.

3.3 Document Upload; Currency. Pilot shall upload current, legible copies of the documents listed in Section 3.2 (including FAA certificates, identification, certificates of insurance, and tax forms) via the Platform or via a third-party verification, compliance, or payment platform designated by FairFleet, and shall promptly re-upload updated documents upon renewal, change, expiration, or FairFleet’s request. If Pilot fails to provide a valid Form W-9, FairFleet may withhold from payments (backup withholding) as required by the Internal Revenue Code and remit such amounts to the IRS.

3.4 Background Checks. Pilot consents to background checks — including verification of identity, FAA certificates and enforcement history, criminal history, motor-vehicle records, and sanctions and watch-list screening, and, where required by a customer, drug and alcohol screening — conducted by FairFleet or by third-party screening providers designated by FairFleet, both during onboarding and repeated at any time during the term of this Agreement, including where required by customer requirements for specific Missions. Pilot shall promptly remove and replace any individual performing on site whom FairFleet or a customer requires to be removed from its sites or account, without entitlement to compensation for the removed individual’s unperformed work. Where required by applicable law (including the Fair Credit Reporting Act), Pilot will receive a separate disclosure and will provide a separate written authorization. Refusal to undergo, or failure to pass, a required background check entitles FairFleet to deny or revoke unrestricted access, exclude Pilot from specific Missions, or terminate this Agreement.

3.5 Pilot shall keep registration and profile data current, safeguard access credentials, and notify FairFleet immediately of suspected unauthorized account access and of any change, suspension, or loss of any certificate, registration, waiver, or insurance required under Section 3.2. Upon loss of a required qualification, Pilot may not submit further bids and shall not perform open Missions. The account is personal: Missions may be performed only by individuals who have themselves passed the verification and screening under this Section 3; account sharing and performance by unverified persons are prohibited.

3.6 Pilot shall not upload content that violates applicable law or third-party rights or that contains malware. For content Pilot uploads to the Platform (other than Mission Results, which are covered by Section 10), Pilot grants FairFleet a non-exclusive, worldwide, royalty-free, transferable, sublicensable license to host, reproduce, process, display, and adapt (including for display on mobile devices) such content for purposes of operating the Platform and marketing the FairFleet network. Pilot receives no rights of any kind in the Platform or in FairFleet’s protected content and intellectual property (including software, photographs, designs, and trademarks).

3.7 Platform access is free of charge. FairFleet may modify Platform features for legal, security, technical, or business reasons and does not guarantee uninterrupted availability.

3.8 Sharing of Vetting Data with Customers. Pilot consents to FairFleet sharing Pilot’s name, qualifications, certificates, insurance evidence, and background-check status with customers, their auditors, and their regulators to the extent required for the approval, vetting, or auditing of subcontractors under customer requirements.

3.9 Location Data. The Apps may — in accordance with Pilot’s device settings — collect Pilot’s location data and transmit it to FairFleet, in particular to offer nearby Missions, to coordinate and verify Mission execution, and for safety purposes. Pilot expressly consents to such location tracking while using the Apps and while performing Missions. Collection can be disabled at any time via the device settings; certain features (e.g., location-based Mission dispatch) may then be unavailable. Where FairFleet is obliged for safety or legal reasons, or required by customer or regulatory specifications, to record location information during flight, activating location sharing — and, where necessary, camera access — in the Apps forms part of the Mission; Pilot shall ensure these functions are activated on his mobile device throughout Mission execution. Details are set out in the privacy policy.

4. Insurance

4.1 Pilot shall maintain, at its own expense: (a) aviation/drone liability insurance covering commercial operations with a minimum limit of USD 1,000,000 per occurrence, or such higher limit as is required by a customer for a specific Mission and communicated as a Flow-Down Requirement (Section 8), the cost of which is borne by Pilot; (b) commercial general liability insurance of at least USD 1,000,000 per occurrence and USD 2,000,000 in the aggregate; (c) commercial automobile liability insurance of at least USD 1,000,000 where Pilot drives to Mission sites; and (d) workers’ compensation insurance at statutory limits and employer’s liability insurance of at least USD 1,000,000 if Pilot has employees, together with any other insurance required by applicable law. FairFleet may insist on FairFleet, Inc. being named in Pilot’s insurance policies (Section 4.2).

4.2 Pilot shall provide certificates of insurance before its first Mission and upon each renewal or FairFleet’s request, and shall cause its policies to name FairFleet, Inc. (and, where required as a Flow-Down Requirement, the customer and the property owner) as additional insureds on a primary and non-contributory basis with respect to Missions, including a waiver of subrogation in favor of FairFleet, and to provide for at least thirty (30) days’ notice of cancellation. Lapse of required coverage entitles FairFleet to downgrade or suspend Pilot’s access (Section 14).

5. Missions; Bidding; Contract Formation; Final Pricing

5.1 Job postings on the Platform are invitations to submit offers, not binding offers by FairFleet. Pilot may submit bids for one or more postings; each bid states an all-inclusive net price (covering travel, logistics, and all execution costs) or accepts a posted fixed price. Pilot is bound by a bid for thirty (30) days after submission. A contract for the relevant mission (a "Mission Contract") is formed upon FairFleet’s acceptance in text form; a confirmation of receipt is not acceptance. Subsequent coordination of execution details does not affect formation of the Mission Contract.

5.2 Final Price. The bid price is final and binding. Pilot is not entitled to surcharges, price adjustments, or reimbursement of additional costs or expenses of any kind unless FairFleet has expressly agreed to them in writing before performance.

5.3 "Mission" and "Mission Results" are to be understood broadly and include the capture of data of any kind, the processing of data, and the delivery or making available of data, in each case per the customer specification communicated by FairFleet.

5.4 Pilot may bid only while holding all qualifications under Section 3.2, including any airspace authorization or waiver required for the specific Mission, and only if Pilot meets the customer-specific requirements communicated for that Mission (Section 8).

6. Performance Obligations

6.1 Timeliness. Pilot shall appear at the agreed time and location and perform the Mission within the agreed window. Pilot shall notify FairFleet immediately of any anticipated delay or impediment. Pilot is liable to FairFleet for damages resulting from missed agreed deadlines, including damages FairFleet owes its customer as a result of Pilot’s delay.

6.2 Cancellation. If Pilot cancels a Mission less than forty-eight (48) hours before the agreed start, Pilot shall bear the reasonable additional cost of engaging a replacement pilot. FairFleet may reschedule Missions and will notify Pilot in advance.

6.3 Complete Performance. Pilot shall deliver all requested imagery and data in the agreed quality, quantity, and timeframe — including FairFleet’s published quality and delivery standards, which specify the agreed quality of Mission Results — including complete, gap-free transfer to the Platform. FairFleet may withhold payment for incomplete or non-conforming Mission Results until cured. If Mission Results are unusable due to Pilot’s fault, Pilot shall re-perform the affected flight at its own cost.

6.4 Upload. Unless otherwise agreed, Pilot shall upload all Mission Results and, if requested, flight logs to the Platform within twelve (12) hours of flight completion, notify FairFleet upon completion of the upload, and immediately report any deviation from the specification or any problem encountered.

6.5 Branding; Appearance; Site Conduct. All Missions are performed under the FairFleet brand. Pilot shall not display its own or any third-party company branding, logos, or apparel at Mission sites. At FairFleet’s request, Pilot shall wear FairFleet-branded or customer-branded apparel or gear provided free of charge during Mission execution and shall return it in good condition unless otherwise agreed. Pilot shall maintain a professional, courteous demeanor and a neat, safety-appropriate appearance (including closed-toe shoes and long trousers where site conditions require), and shall comply with all site rules, safety instructions, check-in/badging and escort procedures, and required site or customer safety trainings at Mission sites, comply with applicable occupational safety requirements (including OSHA) and use required personal protective equipment, and shall not carry weapons, alcohol, or illegal substances onto Mission sites.

7. Legal Compliance; Safety; Incident Reporting

7.1 Pilot shall conduct all Missions in full compliance with applicable law, including 14 CFR Part 107 (and any waivers thereunder), airspace authorizations (including LAANC), Remote Identification, FAA registration and marking requirements, TSA and security requirements, all applicable state and local laws (including trespass, privacy, and voyeurism laws and state drone statutes), and applicable anti-bribery and anti-corruption laws (including the U.S. Foreign Corrupt Practices Act) as well as sanctions and export-control laws. Pilot is solely responsible for the existence, validity, and maintenance of all permits, authorizations, waivers, and approvals required for each Mission; FairFleet has no obligation to verify them. Photography and data capture are strictly limited to the commissioned scope; capture of persons, screens, documents, or interiors beyond the Mission specification is prohibited.

7.2 Platform aids voluntarily provided by FairFleet (such as airspace or no-fly-zone tools) do not discharge Pilot’s own duty to verify legal and safe operation. If FairFleet provides pre-planned flight missions for automated operations, Pilot shall independently verify their correctness, feasibility, and legality and notify FairFleet of issues before flight; FairFleet provides no warranty for pre-planned missions, and claims regarding defects in mission-planning software lie solely against the software vendor. The transmission of a flight or mission plan by FairFleet does not constitute an instruction as to the manner of flight execution and does not shift any responsibility to FairFleet: Pilot remains solely responsible on site for the legality and safety of each flight, and FairFleet assumes no liability for violations, accidents, damages, or injuries arising in connection with the execution of transmitted flight or mission plans. FairFleet may require Pilot to use flight-mission or flight-planning software designated by FairFleet for Missions; the required use of such software does not release Pilot from any obligation under this Section and does not shift any responsibility to FairFleet — FairFleet assumes no liability for errors, malfunctions, or accidents caused by errors of such software, claims lie solely against the software vendor, and Pilot remains solely responsible for the safe execution of each flight.

7.3 Pilot bears final and sole responsibility for the safe and lawful execution of each flight, including the decision not to fly where conditions, airspace, or regulations do not permit safe and lawful operation.

7.4 Fitness for Duty. Pilot shall not operate any aircraft in violation of 14 CFR 107.27 and 91.17 (alcohol and drugs) and shall not operate while knowing or having reason to know of any physical or mental condition that would interfere with the safe operation of the aircraft (14 CFR 107.17) or while otherwise impaired or unfit to operate safely.

7.5 Incident Reporting. Pilot shall notify FairFleet immediately (and in any event within twenty-four (24) hours) of any accident, injury, property damage, loss of aircraft control or flyaway, near-miss, reportable event under 14 CFR 107.9, or any FAA or other governmental inquiry, investigation, or enforcement action relating to a Mission or to Pilot’s certificates, and shall reasonably cooperate in any related investigation.

8. Customer-Specific Requirements (Flow-Downs)

8.1 FairFleet’s enterprise customers may impose requirements on subcontractors performing services at their sites or with their data, including additional or repeated background checks, security and safety training, badging, escort or check-in procedures, data-handling and information-security requirements, and higher insurance limits. Such customer-specific requirements will be communicated with the job posting or Mission Contract and become binding obligations of Pilot for the relevant Mission ("Flow-Down Requirements"). Where a Flow-Down Requirement is stricter than these Terms, the stricter requirement prevails.

8.2 Pilot shall comply with all Flow-Down Requirements at its own cost, including the cost of higher insurance limits under Section 4.1, unless FairFleet expressly agrees otherwise in writing. If Pilot cannot or does not wish to meet a Flow-Down Requirement, Pilot shall not bid on the relevant Mission; non-compliance discovered after formation entitles FairFleet to terminate the Mission Contract without compensation for unperformed services and to recover resulting damages.

9. Data Handling; Security; Deletion; Audit

9.1 Data Security. Pending upload and deletion, Pilot shall protect all Mission data against unauthorized access, use, and disclosure with at least industry-standard measures, shall capture, store, and transport Mission data exclusively on encrypted SD cards or other encrypted storage media and devices, and only until upload, shall not store or transmit Mission data via personal email or personal cloud services or any third-party service other than the Platform or services designated by FairFleet, shall not take Mission data outside the United States, and shall notify FairFleet without undue delay (and in any event within twenty-four (24) hours) of any actual or suspected security incident affecting Mission data.

9.2 Within fourteen (14) days after acceptance of the Mission Results, Pilot shall completely and permanently delete all Mission data from its systems and devices, including contact details of site personnel or other third parties disclosed for Mission execution. Records Pilot is legally required to retain (such as flight logs under FAA rules) are excepted, but remain subject to Sections 9.1 and 12. FairFleet may request written confirmation of deletion.

9.3 FairFleet may audit compliance with this Section 9 upon forty-five (45) days’ advance notice, itself or through an independent auditor; Pilot shall reasonably cooperate and grant necessary access.

9.4 Regulatory Cooperation. Pilot acknowledges that Missions may support customers that are regulated financial institutions and that such customers, their auditors, and their regulators may have audit and examination rights extending to subcontractors. Pilot shall reasonably cooperate with audits, examinations, and information requests by FairFleet, a customer, or a competent regulator relating to Missions, and shall retain evidence of the qualifications and insurance required under these Terms for the duration of the engagement.

10. Ownership of Mission Results; Assignment

10.1 All Mission Results are works made for hire for FairFleet to the maximum extent permitted under the U.S. Copyright Act. To the extent any Mission Result does not qualify as a work made for hire, Pilot hereby irrevocably assigns to FairFleet all right, title, and interest in and to the Mission Results, including all copyrights and other intellectual property rights, effective upon creation, without further compensation beyond the agreed Mission price. All files and data uploaded to the Platform in connection with a Mission are, upon upload, the unrestricted and exclusive property of FairFleet.

10.2 Pilot irrevocably waives, to the maximum extent permitted by law, all moral rights and rights of attribution in the Mission Results, and shall execute such further documents as FairFleet reasonably requests to perfect FairFleet’s ownership.

10.3 Following upload, Pilot may not use, reproduce, distribute, or make available to any third party the Mission Results or any other files or data uploaded in connection with a Mission, in any manner — including as a reference, for self-promotion, for portfolios, or on social media — and shall not make photos or videos at Mission sites beyond the commissioned scope, in each case without FairFleet’s prior written consent, which FairFleet may revoke at any time. Any unauthorized use obliges Pilot to compensate FairFleet for all resulting damages, including disgorgement of any profits derived from the unauthorized use; FairFleet’s right to injunctive relief remains unaffected.

11. Acceptance; Compensation; Payment

11.1 Mission Results are deemed accepted if FairFleet does not reject them within fifteen (15) days after complete upload. If FairFleet raises follow-up questions or requests missing data within that period, acceptance occurs only upon FairFleet’s express acceptance in text form.

11.2 Invoicing Window; Lapse of Claims. Pilot may invoice a Mission at the earliest fourteen (14) days after completion of the Mission, and shall invoice no later than ninety (90) days after completion of the Mission. Compensation claims not invoiced within ninety (90) days after completion of the Mission are waived and lapse. Decisive for these deadlines and for the payment period under Section 11.3 is the date on which the correct and complete invoice is received by FairFleet, not the date stated on the invoice. Invoices must be submitted electronically (PDF) via the Platform or a third-party payment platform designated by FairFleet, reference the FairFleet Order-ID, and state correct payment details; deficient invoices do not trigger the payment period. Pilot shall notify FairFleet (accounting@fairfleet.com) immediately of changes to payment details; FairFleet may require reasonable verification of the receiving account.

11.3 Payment; Compensation in the amount of the accepted bid becomes due upon acceptance and is payable within thirty (30) calendar days after acceptance and FairFleet’s receipt of a correct invoice (Section 11.2) (net 30). If FairFleet has not received the corresponding payment from its customer for the relevant Mission in time to meet that period, the payment period is extended accordingly, up to a maximum of sixty (60) calendar days (net 60). In all cases, FairFleet’s receipt of the corresponding payment from its customer for the relevant Mission is an express condition precedent to FairFleet’s obligation to pay Pilot. FairFleet will use commercially reasonable efforts to collect customer payment and will inform Pilot upon request of the status of materially delayed customer payments.

11.4 Each party bears its own bank charges; Pilot may not charge collection or processing fees. Pilot may set off or withhold only with counterclaims that are undisputed or finally adjudicated.

11.5 If FairFleet terminates a Mission Contract because the underlying customer contract is terminated for reasons attributable to the customer, Pilot is compensated for fully completed services only.

11.6 Aborted Missions. If a Mission cannot be performed or completed for reasons not attributable to FairFleet — including weather, airspace restrictions, denied site access, or customer cancellation — Pilot is not entitled to compensation, expense reimbursement, or damages for the unperformed Mission or parts thereof; FairFleet will endeavor to reschedule the Mission with Pilot where feasible. Compensation for fully completed services remains unaffected (Section 11.5).

12. Confidentiality

12.1 Pilot shall treat as strictly confidential all non-public information provided by FairFleet or encountered during Missions, including customer identities, contacts, site addresses, coordinates, and all imagery and data. Pilot shall not disclose the purpose, client, or details of any flight to third parties (including on-site personnel) and shall refer inquiries to FairFleet, except for disclosures required by regulators or for flight authorizations.

12.2 The obligations do not apply to information that was demonstrably known to Pilot before disclosure, was lawfully received from a third party, or is or becomes public without Pilot’s breach. Upon termination or at FairFleet’s request, Pilot shall return or destroy all confidential information and confirm destruction in writing. Upon FairFleet’s reasonable request, Pilot shall confirm in writing, and provide reasonable evidence of, its compliance with this Section. Pilot bears all damages resulting from its breach of this Section.

13. No Customer Contact; Non-Circumvention

13.1 No Direct Customer Contact. Under no circumstances shall Pilot approach, solicit, negotiate with, or contract with a FairFleet customer directly. All communication concerning Missions, pricing, scope, complaints, or future services shall occur exclusively through FairFleet. On-site interaction with customer personnel is limited to what is operationally necessary to execute the Mission; Pilot shall not distribute business cards or marketing materials, offer, upsell, or promote any additional or future services to customer personnel at Mission sites, and shall refer all inquiries to FairFleet.

13.2 Pilot shall not at any time — during the term of this Agreement or at any time thereafter — bypass the Platform to solicit or contract, directly or indirectly, with FairFleet customers introduced through the Platform for services of the kind offered by FairFleet. Pilot shall compensate FairFleet for all losses, damages, and lost revenues resulting from a breach of this Section 13, which FairFleet may invoice to Pilot. Upon FairFleet’s request supported by concrete indications, the burden of demonstrating that no circumvention has taken place rests with Pilot; Pilot shall provide written confirmation and reasonable evidence of compliance.

13.3 In case of breach of this Section 13, FairFleet may terminate this Agreement for cause and claim damages.

14. Suspension; Downgrade; Termination

14.1 FairFleet may temporarily suspend Pilot’s profile or access upon concrete indications of non-compliance with this Agreement, and may downgrade Pilot to restricted access for a reasonable period upon breach of essential obligations, in particular integrity violations (such as circumvention), failed or refused background checks, and safety- or security-related breaches (such as lapsed insurance or certificates).

14.2 Performance-Based Removal. FairFleet continuously reviews Pilot performance, including the quality of Mission Results, reliability, timeliness, professional conduct, and customer feedback. FairFleet reserves the right, in its reasonable discretion, to downgrade, suspend, or remove from the Platform any Pilot whose performance does not meet FairFleet’s quality standards.

14.3 The Platform usage agreement runs for an indefinite term; either party may terminate it at any time, for any reason, by notice in text form (email or Platform function suffices). Mission Contracts existing at termination remain unaffected and are performed under the agreed terms. Sections 9 through 13 and 15 through 17 survive termination.

14.4 Data Retention. After termination, Pilot’s personal data is handled in accordance with the privacy policy. FairFleet may retain Pilot data — including registration and verification records, background-check results, evidence of certificates and insurance, Mission records, and flight logs — for up to ten (10) years after termination to the extent required or justified by statutory, regulatory, or customer-specific requirements (including audit and examination obligations of regulated customers); thereafter, data is deleted unless further retention is required by law.

15. Indemnification; Disclaimer; Limitation of Liability

15.1 Pilot Liability. Pilot’s liability under this Agreement is unlimited to the maximum extent permitted by applicable law. Pilot is fully liable for all damages arising directly or indirectly from its acts or omissions in connection with a Mission. The limitations and exclusions of liability in this Agreement (including Section 15.5) apply solely in favor of FairFleet and do not limit Pilot’s liability.

15.2 Indemnification. Pilot shall defend, indemnify, and hold harmless FairFleet, its officers, directors, and employees from and against all third-party claims, damages, and costs — including attorneys’ fees, costs of establishing and preserving evidence, expert costs, and litigation and proceeding costs — arising out of (a) Pilot’s violation of law or third-party rights in performing Missions, (b) Pilot’s breach of this Agreement (including Flow-Down Requirements), (c) bodily injury or property damage caused by Pilot’s operations, or (d) any claim that Pilot or its personnel are employees of FairFleet, to the extent based on Pilot’s conduct contrary to Section 2.

15.3 Customer Claims. If a customer or other third party asserts claims against FairFleet based on an error, act, or omission of Pilot, Pilot shall assume such liability to the extent attributable to Pilot and shall reimburse FairFleet for all resulting damages and costs, including the costs of establishing evidence, defense costs, attorneys’ fees, and all litigation and proceeding costs.

15.4 Assumption of Risk; No Liability for On-Site Events. Pilot performs Missions at its own risk. To the maximum extent permitted by law, FairFleet is not responsible or liable for any injury, death, loss, or damage sustained by Pilot, its personnel, or its equipment at or in connection with Mission sites or Mission execution, from whatever cause, except to the extent caused by FairFleet’s gross negligence or willful misconduct. Pilot is solely responsible for its own health, safety, accident, and equipment insurance.

15.5 THE PLATFORM IS PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY LAW, FAIRFLEET DISCLAIMS ALL IMPLIED WARRANTIES AND SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS OR DATA. FAIRFLEET’S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAYABLE TO PILOT FOR MISSIONS IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY. THESE LIMITS DO NOT APPLY TO GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR LIABILITY THAT CANNOT BE LIMITED BY LAW. FairFleet is liable for loss of Pilot data only if Pilot has failed to maintain reasonable backups.

15.6 Site Information; Third-Party Services; Platform Decisions. Mission and site information provided by customers (including addresses, coordinates, access instructions, and obstacle or hazard information) is passed on as received; FairFleet does not verify such information and assumes no liability for its accuracy or completeness — Pilot shall verify actual conditions on site. FairFleet is not liable for acts, errors, or outages of third-party providers designated for payment, screening, document management, or mission planning. FairFleet is further not liable for Pilot’s costs, expenses, lost profits, or lost opportunities resulting from suspension, downgrade, or removal under Section 14, from Mission cancellations or rescheduling, or from modifications of the Platform, except to the extent caused by FairFleet’s gross negligence or willful misconduct.

16. Governing Law; Arbitration; Class Action Waiver

16.1 This Agreement is governed by the laws of the State of Delaware, excluding its conflict-of-laws rules and excluding the CISG.

16.2 Any dispute arising out of or relating to this Agreement shall be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, seated in Wilmington, Delaware, in the English language. Either party may bring qualifying claims in small-claims court or seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual property or confidential information.

16.3 EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION. DISPUTES SHALL BE ARBITRATED ONLY ON AN INDIVIDUAL BASIS.

17. General

17.1 Amendments. FairFleet may amend these Terms by notice in text form with at least thirty (30) days’ advance notice. If Pilot does not terminate before the effective date, continued use of the Platform constitutes acceptance. Amendments do not affect Mission Contracts formed before the effective date.

17.2 Assignment; Third Parties. FairFleet may engage affiliates and third-party service providers in the performance of its obligations, and may assign this Agreement, in whole or in part, to an affiliate or in connection with a merger, reorganization, or sale of assets, upon four (4) weeks’ notice. Pilot may not assign this Agreement or subcontract Missions without FairFleet’s prior written consent.

17.3 Entire Agreement; Severability. This Agreement, together with accepted Mission Contracts and applicable Flow-Down Requirements, is the entire agreement regarding its subject matter. If a provision is held unenforceable, the remainder remains in effect and the provision shall be enforced to the maximum extent permissible.

17.4 Notices. Notices shall be given in text form to the addresses on record. Notices to FairFleet shall be sent to FairFleet, Inc., 120 Wall Street, 20th Floor, New York, NY 10005, USA, with a copy to legal@fairfleet.com.

17.5 Language. This Agreement and all Mission Contracts are concluded in the English language.

17.6 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations for services already performed and accepted) caused by events beyond its reasonable control, including weather, airspace restrictions, governmental action, epidemics, and utility or network failures.

17.7 Electronic Contracting. Pilot consents to contracting, notices, disclosures, and signatures by electronic means (including click-through acceptance) in accordance with the U.S. ESIGN Act and applicable state law; electronic acceptance has the same legal effect as a handwritten signature.

17.8 Mobile Apps; App Stores. Where apps are obtained via the Apple App Store or Google Play, the terms of the respective store operator apply in addition. Apple and Google are not parties to these Terms, have no warranty, maintenance, or support obligations for the apps, and are not liable for any claims relating to the apps; maintenance and support are provided solely by FairFleet in accordance with these Terms. Apple and its subsidiaries are third-party beneficiaries of the provisions concerning the apps and may enforce them against Pilot. Pilot represents that it is not located in a country subject to a U.S. government embargo and is not on any U.S. sanctions or restricted-party list.

18. Platform and Software Use

18.1 This Section governs Pilot’s use of software provided or designated by FairFleet, in particular the Platform, the Apps, and designated flight-planning, flight-mission, and capture software (together, the "FairFleet Software").

18.2 License. For the term of this Agreement, FairFleet grants Pilot a non-exclusive, non-transferable, non-sublicensable, revocable right to use the FairFleet Software solely to use the Platform and to perform Missions. No rights in source code or any further rights are granted. The right of use ends upon termination of this Agreement.

18.3 Restrictions. Pilot shall not (a) make the FairFleet Software available to third parties (account sharing remains prohibited under Section 3.5); (b) reverse engineer, decompile, or disassemble software, except to the extent permitted by mandatory law; (c) circumvent technical protection measures or usage limits; or (d) scrape or bulk-extract content, or use the FairFleet Software or its outputs to build or train a competing product or model.

18.4 Availability; Changes. FairFleet endeavors to maintain high availability of the FairFleet Software but does not warrant uninterrupted availability and owes no service level (SLA) unless expressly agreed in writing; FairFleet may modify features for legal, security, technical, or business reasons (Section 3.7). Beta or preview features are provided free of charge, AS IS, and may be modified or discontinued at any time.

18.5 Disclaimer. THE FAIRFLEET SOFTWARE IS PROVIDED "AS IS" IN ACCORDANCE WITH SECTION 15. FairFleet assumes no liability for errors of designated flight-mission or capture software; Pilot remains solely responsible for the safe and lawful execution of flights (Sections 6 and 7). Section 17.8 (Apps/App Stores) remains unaffected.

As of July 30th 2026