TERMS AND CONDITIONS OF SALE

1. Introduction

The present terms and conditions of sale (hereinafter referred to as the 'Terms and Conditions of Sale' or 'T&Cs') are intended to govern the contractual relationships between the company INTHEAIR, registered with the Marseille Trade and Companies Register under the number 902 957 521 with its registered office located at Pôle de l'Innovation, 6 allée Léon Gambetta 13001, Marseille ( referred to as « INTHEAIR »), and his client (referred to as « Client »), with respect to any commitment related to the provision of services or products requested by the Client. INTHEAIR and the Client are collectively designed as “The Parties”, and individually as a “Party”. The T&Cs prevail over any other general or specific conditions arising from the Client. Any potential general purchasing conditions of the Client are not applicable to INTHEAIR. The T&Cs cancel and replace the previous terms and conditions of sale. All order implies unreserved acceptance of the T&Cs. If special conditions are agreed between INTHEAIR and the Customer, the special conditions take precedence over the T&Cs but the T&Cs continue to apply, particularly in the event of silence in the special conditions. INTHEAIR will provide the Customer with an estimate. Acceptance of the quote by the Customer, materialised by the Customer's signature, will constitute an order form. The GCS, the order form as accepted by the Client and any other special conditions agreed between INTHEAIR and the Client are collectively referred to hereinafter as the ‘Contract’. The contractual commitments of Intheair to the Client include:

• the connection of INTHEAIR and its use of the services of a drone operator with the technical skills required to carry out the Mission;
• (for a technical mission) the collection of data according to technical specifications detailed in the Specifications Document;
• (for a technical mission, and as agreed in the Contract) the analysis of data collected by the drone operator, the production of a complete analysis report for the Client, and the creation of presentation documents for the collected and analyzed data;
• (for a creative mission) the production of photo and/or video shots meeting the specifications detailed in the Specifications Document.

Under the terms of the Mission and in accordance with the Specifications Document, INTHEAIR must deliver to the Client a certain number of deliverables, including the photographs taken and/or the data collected by the drone operators, which may also include any analysis and presentation documents of the data collected during the Mission, as agreed upon in the purchase order and in accordance with the Specifications Document (hereinafter referred to as the "Deliverables").

2. Terms of Sale and Ordering Process

The Client shares their specifications document with INTHEAIR and requests a quote. Based on the information provided by the Client, INTHEAIR will make its best efforts to provide teams with the appropriate technical skills for the Mission to be carried out. Based on the specifics of the Mission and the level of analysis expected, if applicable, INTHEAIR will provide a quote to the Client, including a Specifications Document, with a price set according to the terms defined in Article 3.1, as well as a delivery timeframe. The Client will then be free to accept or reject the quote. To accept the quote, the Client must return a signed copy of the quote to INTHEAIR. The quote signed by the Client will constitute a purchase order.

3. Financial Conditions

3.1. Price

The price of the Mission (hereinafter referred to as the "Price") will be determined on a case-by-case basis according to the Mission. The Price will be indicated in the quote provided by INTHEAIR and in the purchase order as accepted by the Client. The confirmation of the quote by the Client, which indicates their acceptance by signing the quote, establishes the applicable Price. Once the quote is signed, it will constitute a purchase order. Any potential discount, rebate, or refund granted to the Client must be expressly specified in the purchase order as accepted by the Client.

3.2. Payment Conditions

Upon signing the purchase order, the Client must pay 50% of the total Price. The balance must be paid within thirty (30) calendar days following the date of signing the purchase order.

4. Right of Withdrawal

The Client has the right to withdraw without charge up to ten (10) calendar days before the start of the Mission. In this case, the amount of the 50% deposit paid upon signing the purchase order in accordance with Article 3.2 will be fully refunded. If the Client withdraws between nine (9) and five (5) calendar days before the start of the Mission, they waive the right of refund of 50% deposit. If the Client withdraws less than five (5) days before the start of the Mission, the Client will be liable for the full Price and must pay the remaining 50% to INTHEAIR without delay.

5. Exclusion of Warranties and Liabilities

The warranties of INTHEAIR are strictly limited to the execution of the Mission and the compliance of the Deliverables with the Specifications Document. In the event that the Client assigns to INTHEAIR a Mission involving data collection and/or analysis, it is expressly agreed that INTHEAIR is only obligated to provide reasonable efforts for this part. In any case, it is expressly stated that INTHEAIR shall not be responsible for any uses and interpretations that the Client may make of the Deliverables, nor for the data and images contained in the Deliverables, including with respect to the rights of image and privacy of third parties.

6. Weather Conditions / Obstacles

The execution of any mission by INTHEAIR is conditional upon the gathering of adequate weather conditions for the successful completion of the Mission. In cases of force majeure, as defined by French case law, or in the event of unfavorable conditions (including, but not limited to, rain, wind, snow, hail, lightning, storms, hurricanes, cyclones, tornadoes, etc.) that prevent the specific Mission from being carried out, INTHEAIR cannot be held responsible for the non-execution of the Mission within the timelines stipulated in the Contract. If the Mission can be postponed, INTHEAIR will carry out the Mission as soon as conditions allow, subject to remaining availability. If the Mission cannot be postponed (either due to specific conditions from the Client regarding the date, or if INTHEAIR is unavailable on subsequent dates, or when the permits obtained by INTHEAIR are no longer valid once adequate conditions have been gathered), the Mission will be canceled. In this case, INTHEAIR will refund any deposit paid by the Client upon signing the Contract, except for the amount corresponding to the obtaining of administrative permits, which will remain due by the Client.

7. Refusal of All or Part of the Deliverables by the Client

In the event that the Client considers that one or more Deliverable(s) do not meet the Specifications Document, the Client must refuse the Deliverable(s) by notifying INTHEAIR of the refusal. If the Deliverables conform to the Specifications Document but the Client is not satisfied with one or more Deliverables, INTHEAIR may, at its sole discretion and without being obligated to do so, agree to an arrangement with the Client to revise the relevant Deliverable(s). This additional revision, like any other additional revision, will be billed and will be subject to a new quote. If the modifications requested by the Client require a new agreed Price, the Client shall not be considered to have fulfilled its payment obligations or to claim any refund. The Client must communicate any refusal in writing within thirty (30) working days following the receipt of the Deliverable(s). After this thirty (30) working day period, the Deliverable(s) will be deemed accepted by the Client and may no longer be contested. If a new quote is established for the revision of the Deliverables, it will also take into account the new intervention of the drone operator.

8. Intellectual Property Rights

INTHEAIR is and remains the owner of all intellectual property rights on the Deliverables as well as on any concepts, techniques, processes, know-how, tools, software, or codes developed/created/invented by INTHEAIR for the purpose of executing the Mission. By agreeing to the T&Cs upon signing the Contract, the Client grants INTHEAIR a worldwide, free license to use all intellectual property rights belonging to the Client (including trademarks, logos, trade names, or others) that must be integrated into the Deliverables as specified in the Specifications Document. INTHEAIR is also authorized to modify the Client's elements protected by intellectual property rights to integrate them into the Deliverables. Through this license, the Client also expressly authorizes INTHEAIR to use and reproduce all or part of the Deliverables containing the Client's elements protected by intellectual property rights for advertising, promotional, and marketing purposes, as well as to conduct case studies on the Mission, by any means and on any media (including, but not limited to, the internet and social networks). INTHEAIR is also authorized to mention the name, brand, and public data of the Client in its portfolio. INTHEAIR grants the Client a non-exclusive, non-transferable license allowing the Client to use the Deliverables worldwide and for the entire duration of the legal rights. This license only includes the right of representation and the right of reproduction (excluding reproduction for any commercialization of the Deliverables to third parties) by any means and on any media, including, but not limited to, the internet (including on social networks). The Client is prohibited from using the Deliverables for illegal purposes or for any use not provided for in the Contract. The Client represents and warrants that all elements provided to INTHEAIR in the execution of the Mission do not infringe on the intellectual property rights of any third party.

9. Personal Data Protection

As part of the Contract, INTHEAIR processes personal data as the data controller, in accordance with EU Regulation 2016/679 of April 27, 2016, known as the General Data Protection Regulation (hereinafter referred to as the "GDPR"). The purpose of processing personal data is to sell and execute services in accordance with the Contract. The legal basis for processing is the execution of the Contract. Certain information may be mandatory for the implementation of the services under the execution of the Contract. These will be indicated on our forms with an asterisk. If the mandatory data is not provided, we will not be able to implement the services under the Contract. The data will be retained for the entire duration of the Contract execution, or in certain cases, longer if there is a legal obligation. The recipients of personal data in the context of the relationship between the Parties include INTHEAIR's services responsible for order and payment management, as well as those responsible for IT security, and INTHEAIR's subcontractors for the execution of the Contract. The personal data for which INTHEAIR is responsible is hosted in France and is not transferred outside the European Economic Area. The individuals whose data is processed (i.e., the Client if an individual, or the individuals associated with the Client if an entity) have the right to access, rectify, or delete their personal data. Individuals also have the right to restrict or object to processing, as well as the right to data portability. They have the right to set post-mortem instructions to determine the fate of their data after their death. When processing is based on consent, individuals can withdraw their consent at any time, without affecting the legitimacy of processing based on consent prior to the withdrawal of consent. Finally, individuals have the right to lodge a complaint with the supervisory authorities. For this, we invite you to visit the CNIL website: www.cnil.fr. For more information on the processing of your personal data, we invite you to consult our privacy and personal data management policy.

10. Applicable Law and Competent Jurisdiction

The Contract is governed by French law. In the event of a dispute or litigation related to the Contract, the Parties will attempt to find a resolution through amicable settlement. The Client may also choose to refer to a consumer mediator. Failing an amicable settlement, any dispute or litigation relating to the Contract will be under the exclusive jurisdiction of the courts within the jurisdiction of the Aix en Provence Court of Appeal.

11. Contact Information for INTHEAIR

Address: 6/8 allées
Léon Gambetta 13001 Marseille, France
Phone: 0491055064
Email: info@intheair.tech