Terms and conditions of sale

1. Introduction

The purpose of these general terms and conditions of sale for assignments and use of the Platform (hereinafter the "General Terms and Conditions of Sale and Use " or " GTSU") is to govern the contractual relationship between INTHEAIR, a company registered in the Marseille Trade and Companies Register under number 902 957 521 and whose registered office is located at Pôle Marseille Innovation, 6-8Allée Léon Gambetta; 13001Marseille(hereinafter referred to as "INTHEAIR"),and its customer (hereinafter referred to as the " Customer"),in respect of any commitment in connection with the supply of services produced at the Customer's request.

INTHEAIR and the Customer are collectively referred to as the " Parties", and individually as a " Party".

The GCSU take precedence over any other general or special conditions issued by the Customer. Any general conditions of purchase of the Customer are not opposable to INTHEAIR. The GCSU cancel and replace the previous general conditions of sale.

Any order implies unreserved acceptance of the GCSU.

If special conditions have been agreed between INTHEAIR and the Customer, the special conditions shall prevail over the GCSU, but the GCSU shall continue to apply, in particular if the special conditions are silent.

INTHEAIR will provide the Customer with a quotation. Acceptance of the quotation by the Customer, evidenced by the Customer's signature, shall constitute an order form.

The GCSU, the order form as accepted by the Customer and any other special conditions agreed between INTHEAIR and the Customer are hereinafter collectively referred to as the "Contract".

2. Purpose and scope of application

Within the framework of the Contract, the Customer entrusts INTHEAIR with the performance of a technical or creative mission involving the use of drones (hereinafter the " Mission "). The technical, specific and essential characteristics of the Mission will be detailed in the Contract according to what has been ordered by the Customer and according to what has been agreed between the Parties in the purchase order accepted by the Customer. All the characteristics described in the Contract constitute the specifications (hereinafter the " Specifications ").
The Mission consists of:

Under the terms of the Mission and in accordance with the Specifications, INTHEAIR shall return to the Customer a certain number of deliverables, including the photographs taken and/or the data collected by the INTHEAIR pilots, and which may include any document for the analysis and presentation of the data collected during the Mission, as agreed in the purchase order and in accordance with the Specifications (hereinafter the " Deliverables ").

• data collection according to technical specifications detailed in the Specifications;
• analysis of the data collected by the INTHEAIR pilot, production of a full analysis report for the customer, and production of documents presenting the data collected and analyzed;

Under the terms of the Mission and in accordance with the Specifications, INTHEAIR shall return to the Customer a certain number of deliverables, including the photographs taken and/or the data collected by the INTHEAIR pilots, and which may possibly include any document for the analysis and presentation of the data collected during the Mission, as agreed in the order form and in accordance with the Specifications (hereinafter the " Deliverables ").

These Deliverables will be communicated to the Customer via the INTHEAIRLABS Platform developed by INTHEAIR, accessible at the following address https://labs.intheair.co (hereinafter the " Platform ").

3. Terms of sale and ordering process

The Customer shares his specifications with INTHEAIR and requests a quotation.

On the basis of the information provided by the Customer, INTHEAIR will make its best efforts to provide the teams with the appropriate technical skills for the Mission to be carried out.

On the basis of the specifics of the Mission and the level of analysis expected, if applicable, INTHEAIR will communicate a quotation to the Customer, containing Specifications, with a price fixed according to the terms defined in article 3.1. as well as a delivery deadline.

The Customer will then be free to accept or refuse the quotation.

To accept the quotation, the Customer must return a signed copy of the quotation to INTHEAIR. The quotation signed by the Customer will constitute an order form.

4. Terms of use of the Platform

Access to and use of the Platform are subject to the Customer's acceptance of and compliance with the Contract.

The Contract is concluded between INTHEAIR and the Customer, who is responsible for compliance with the provisions of these GCUA by users of the Platform, i.e. any employee of the Customer or person authorized by the Customer to use the Platform and to whom identifiers are communicated (hereinafter the " Users ")

The User is invited to accept and comply with these GCUA when using the Platform, under the Customer's responsibility.

4.1. Platform description

Assignments carried out by INTHEAIR result in the production of Deliverables. In this context, the Platform enables the User :

• obtain general information about the project that gave rise to the assignment (hereinafter referred to as the "Project") and have access to any other Projects in progress;
• download all Project Deliverables in ZIP format;
• view and/or download each deliverable;
• request a quote for a new Mission.

The Deliverables will remain available on the Platform for a limited period of 12 months and it is the Customer's responsibility to download them before this period expires.

4.2. Access to the Platform

The Customer will provide INTHEAIR with a list of Users (surname, first name) authorized to access the Platform, together with the relevant e-mail addresses.INTHEAIR will send each User authorized to access the Platform a password by e-mail. The USER is advised to change and choose a strong password that complies with CNIL recommendations.

The User will thus be able to log in using his e-mail address and password (hereinafter " the Identifiers ").

The Identifiers are strictly personal and confidential. The User is responsible for their confidentiality and consequently refrains from communicating or sharing them with third parties.

In the event that Client or a User disseminates or uses these elements in a manner contrary to their intended purpose, INTHEAIR shall be entitled to terminate the Contract. To avoid fraudulent use of the Identifiers, the User must choose a password that provides a high level of security in accordance with the standards and recommendations currently in force.

A User's account may be deleted by INTHEAIR at the Customer's request. In accordance with CNIL recommendations, Users will be deleted by INTHEAIR after 2 years of inactivity (after prior notification sent to the customer).

4.3. User account functionalities

The Account allows the User to access the various functionalities referred to in point 3.1.
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The Account also allows the User to complete and modify his/her profile.

5. Financial terms and conditions

5.1. Prices

The price of the Mission (hereinafter the " Price ") will be fixed on a case-by-case basis depending on the Mission. The Price will be indicated in the quotation proposed by INTHEAIR and in the order form as accepted by the Customer. The Price covers the performance of the Missions and access to the Platform. Confirmation of the quotation by the Customer, who indicates his acceptance by signing the quotation, fixes the applicable Price. Once the quotation has been signed, it will be deemed to constitute an order form.

Any reduction, discount or rebate granted to the Customer must be expressly specified in the order form as accepted by the Customer.

5.2. Terms of payment

The price is payable in advance. A deposit will be payable upon signature of the purchase order and the balance must be paid within 30 calendar days following the date of signature of the purchase order.

6. Exclusion of warranties and liability

INTHEAIR's guarantees are strictly limited to the execution of the Mission and the conformity of the deliverables to the Specifications. In the event that the Customer entrusts INTHEAIR with a Mission including a part relating to the collection and/or analysis of the data collected, it is expressly agreed that INTHEAIR is only bound by an obligation of means for this part. In any event, it is expressly specified that INTHEAIR shall not be liable for any use or interpretation that may be made by the Customer of the Deliverables, nor of the data and image captures contained in the Deliverables, including with respect to the image rights and privacy of third parties.I

NTHEAIR undertakes to take all the care and diligence necessary to provide the Platform, in accordance with the practices of the profession and the state of the art, in particular to guarantee permanent access to the Platform, subject to any maintenance interventions necessary for the proper operation of the Platform, which INTHEAIR will endeavour to limit as far as possible.

In addition, INTHEAIR undertakes to use its best efforts to ensure the security, confidentiality and integrity of the Data hosted within the framework of the use of the Platform.

7. Customer's obligations and responsibilities

7.1. Equipment

The User must have the equipment (software and hardware) and Internet access necessary to use the Platform and to download and read the Deliverables. Generally speaking, all technical resources and telecommunication costs required to access and use the Platform are the sole responsibility of the User and/or the Customer.

8. Weather conditions / impediments

The completion of any Mission by INTHEAIR is conditional upon the gathering of adequate weather conditions for the proper completion of the Mission.

In the event of force majeure, as this concept is defined by French jurisprudence, or in the event of unfavorable conditions (including, but not limited to, rain, wind, snow, hail, lightning, storm, hurricane, cyclone, tornado, etc.) and/or not allowing the completion of the specific Mission, INTHEAIR shall not be held responsible for the non-fulfillment of the Mission within the timeframe specified in the Contract.) and/or which do not allow the specific Mission to be carried out, INTHEAIR cannot be held responsible for the Mission not being carried out within the deadlines set out in the Contract.

If the Mission can be postponed, INTHEAIR will carry out the Mission as soon as conditions permit, and according to the remaining availabilities.

If the Mission cannot be postponed (either because of specific conditions emanating from the Customer concerning the date, or in case of unavailability of INTHEAIR at later dates or when the authorizations obtained by INTHEAIR are no longer valid once the adequate conditions have been gathered), the Mission will be cancelled. In this case, INTHEAIR will reimburse any deposit paid by the Customer on signature of the Contract, with the exception of the sum corresponding to the obtaining of administrative authorizations, which will remain due by the Customer.

9. Rejection of all or part of the Deliverables by the Customer

In the event that the Customer considers that one or more Deliverables do not correspond to the Specifications, the Customer must refuse the Deliverables by indicating his refusal to INTHEAIR in writing within thirty (30) working days following receipt of the Deliverable(s). After this period of thirty (30) working days, the Deliverable(s) shall be deemed to have been accepted by the Customer and may no longer be the subject of a refusal.

In the event that the Deliverable(s) correspond to the Specifications but the Customer is not satisfied with one or more Deliverable(s), INTHEAIR may, at its sole discretion and without being obliged to do so, enter into an agreement with the Customer to revise the Deliverable(s) in question. This additional revision, like any other additional revision, will be invoiced and will be the subject of a new quotation. In the event that the modifications requested by the Customer require a new intervention by the telepilot, the new quotation for the revision of the Deliverables will also take account of the new intervention.

When a new quotation is agreed for any revision of the Deliverables, the Customer will be liable in full for the new agreed Price and may under no circumstances consider himself discharged of his payment obligations or claim a refund.

10. Intellectual property rights

INTHEAIR is and remains the owner of all intellectual property rights on the Deliverables, the Platform as well as on any concept, technique, process, know-how, tools, software or codes developed / created / invented by INTHEAIR for the purpose of executing the Mission.

By the Customer's adherence to the GCU upon signature of the Contract, INTHEAIR grants the Customer a right of access and remote use of the Platform. The right of use granted to the User is personal, limited, temporary, non-transferable and non-exclusive, and may not be assigned or lent to other persons. The rights granted in the GCVU do not transfer to the User any rights other than those expressly granted herein.

Any use not provided for herein is prohibited and, in particular but without limitation, the User undertakes not to (nor authorize any third party to) (i) use the Platform for any purpose other than that provided for in the GCUA, (ii) copy, reproduce, alter, adapt, modify in any way whatsoever, translate in any way whatsoever, integrate into another product, all or part of the Platform create derivative works from the Platform disassemble or reverse engineer it, attempt to discover the source codes (deemed strictly confidential), including to correct errors, INTHEAIR reserving this right (iii) infringe in any way whatsoever the rights of INTHEAIR or the security and protection measures of the Platform (iv) distribute, sublicense, distribute, assign, rent, lease, lend, or otherwise transfer for commercial purposes, even free of charge, all or part of the rights granted herein, by any means, to anyone whatsoever, without the express prior consent of INTHEAIR.

INTHEAIR hereby grants the Customer a non-exclusive and non-transferable license to use the Deliverables worldwide for the full legal duration of the rights. This license includes only 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 medium, including, but not limited to, on the Internet (including on social networks). The Customer agrees not to use the Deliverables for any unlawful purpose or any use not provided for under the terms of the Contract.

The Customer grants INTHEAIR a worldwide license to use, free of charge, for the entire duration of the intellectual property rights which belong to INTHEAIR (in particular trademarks, logos, trade names or other) and which are to be incorporated into the Deliverables as specified in the Specifications. INTHEAIR is also authorized to modify the Customer's elements covered by intellectual property rights in order to integrate them into the Deliverables.

By means of this license of use, the Customer also expressly authorizes INTHEAIR to use and reproduce all or part of the Deliverables containing the Customer's elements protected by intellectual property rights for the purposes of advertising, promotion and marketing, subject to the absence of confidentiality applicable to these elements, as well as to carry out case studies on the Mission, by any means and on any medium (including, without limitation, on the Internet, including on social networks). INTHEAIR is likewise authorized to mention the Customer's name, brand and public data in its portfolio.

The Customer declares and guarantees that all elements supplied to INTHEAIR within the framework of the execution of the Mission do not infringe the intellectual property rights of a third party.

11. Privacy policy

Under the Contract, INTHEAIR processes personal data in its capacity as data controller, in accordance with EU Regulation 2016/679 of April 27, 2016 known as the General Data Protection Regulation (hereinafter the " GDPR ").

The contact details of the data controller are as follows:
INTHEAIR
Address: 6/8 allée Léon Gambetta 13001 Marseille, France
Telephone: 0491055064
Email: info@intheair.co

The purpose of the processing of personal data is the sale and performance of services in accordance with the Contract. The legal basis for the processing is the performance of the Contract.

Certain information may be mandatory for the provision of services under the Contract. These are indicated on our forms by an asterisk. If you fail to provide the mandatory data, we will not be able to implement the services under the Contract.

The data collected in connection with the Contract are : CLIENT's surname, CLIENT's first name, e-mail address, CLIENT's company name, CLIENT's job title, CLIENT's telephone number, CLIENT's LinkedIn profile.

Data will be kept for the duration of the Contract, or in some cases longer in the event of legal obligation (keeping accounting documents for 10 years) or for commercial prospecting purposes (maximum 3 years after the end of the contract, based on INTHEAIR's legitimate interests). They are archived at the end of the contract for a period of 5 years for the purposes of legal action or defense.

The recipients of personal data in the context of the relationship between the Parties are in particular the INTHEAIR departments in charge of managing orders and payments as well as those in charge of IT security, as well as INTHEAIR's subcontractors (CRM, host) for the execution of the Contract.

Personal data for which INTHEAIR is responsible is hosted in France and is not transferred outside the European Economic Area. Data subjects whose data is processed (i.e. the Customer in the case of an individual, or persons attached to the Customer in the case of an entity and Users) have the right to access, rectify or delete personal data concerning them.

Data subjects also have the right to restrict or object to processing, as well as the right to portability of their personal data. Data subjects have the right to set post-mortem instructions to determine the fate of data concerning them after their death. Where processing is based on consent, data subjects may withdraw their consent at any time, without however calling into question the legitimacy of the processing based on consent prior to the withdrawal of consent. Finally, data subjects have the right to lodge a complaint with the supervisory authorities. To do so, please visit the CNIL website: www.cnil.fr

13. INTHEAIR contact details

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