THIS PLANESIGHT SYSTEM PURCHASE AGREEMENT is entered into as of the date of sale, by and between PlaneSight LLC, a corporation organized and existing under the laws of the State of North Carolina, United States of America with a place of business located P.O. BOX 4906 Mooresville , NC 28117 at (hereinafter “Company” or “Seller” interchangeably) and the purchaser (hereinafter called “Buyer”), (singularly “Party” collectively “the Parties”).

1.2: PlaneSight System

Subject to the terms and conditions of this Agreement, Seller shall sell and deliver to Buyer, and Buyer shall purchase and accept from Seller, the system and the other items delivered and specified in Paragraph 1.3 – PlaneSight System Components all of which together comprise the “PlaneSight System.”

1.3: PlaneSight System Components

The PlaneSight System shall contain:

Carrying case
2x PlaneSight wing sensors
PlaneSight tail sensor
Charging cable
Charger
PlaneSight App
Tug Tablet Mount

All of the hardware components (carrying case, sensors, charging cable, and charger) will be provided at the time of sale. Buyer shall receive access to the PlaneSight App by download link from the Seller at or after the time of sale.

Article 2: Price

2.1: Invoice

As set forth throughout this Purchase Agreement, the price and method of payment is set forth in the “Invoice.” For purposes of this section, the term “Invoice” shall apply to an electronic cart on the Seller’s website. The invoice shall contain:

Number of units of the PlaneSight System
The “Purchase Price” as set forth in Paragraph 2.2 – Purchase Price
Any applicable discounts
Any sales and use tax owed by Buyer
Any shipping charges (and delivery address if applicable)
Method of payment, if Buyer and Seller wish to specify a method or methods of payment

2.2: Purchase Price

The “Purchase Price” is the price set forth in the “Invoice,” which shall accompany delivery of the PlaneSight System. The Purchase Price constitutes full consideration for the PlaneSight system.

Article 3: Payment and Delivery Terms

3.1: Time and Place of Delivery

Unless otherwise specified on the Invoice, Seller shall deliver the PlaneSight System to Buyer or Buyer’s duly-authorized agent at Seller’s headquarters or other retail location upon acceptance of this Commercial Sale Agreement. Seller may offer shipping of the PlaneSight system, and any extra charges associated with shipping shall be itemized in the Invoice. Buyer shall accept and collect the PlaneSight System within three (3) days of execution of this Purchase agreement, unless other arrangements are made in writing with a duly authorized representative of Seller.

3.2: Pre-Purchase Inspection and Acceptance

Buyer may inspect the PlaneSight System prior to acceptance of the item. If arrangements have been made with Seller to ship or deliver the PlaneSight System to Buyer, Buyer has five (5) days to notify Seller that it does not accept the PlaneSight System and arrange for a return of the item. If the five (5) business days have passed (when PlaneSight System is delivered to buyer) or Buyer has left the pickup location (when Buyer receives the PlaneSight System in person), the PlaneSight System has been deemed accepted by Buyer, subject to the warranties set forth in Article 4 – Representations and Warranties.

3.3: Payment

Payment in full is required prior to delivery of the PlaneSight System (unless other arrangements have been made in writing with a duly authorized representative of Seller). All prices are quoted in United States dollars. Payment may be made by any lawful method, unless methods of payment are specified in the Invoice.

3.4: Sales and Use Taxes

Buyer shall pay all applicable sales and use taxes, and Seller shall remit such sales and use taxes as required by law.

3.5: International Clients – Customs/Import Duties

For Buyers located outside the United States, Buyer shall be responsible for assessing and paying any customs or import taxes to Buyer’s jurisdiction.

3.6: Returns and Refunds

30-Day Notice of Cancellation

3.7: Intellectual Property

Seller retains ownership of all right, title and interest (including copyright and patent rights) in and to its intellectual property rights relating to the PlaneSight System and the App (as well as any related components). Nothing in these Terms of Use constitutes a transfer or conveyance of any right, title or interest in such intellectual, including without limitation any software, including firmware, contained in those, except the limited right for use as it provided and stated herein. In addition, use of the PlaneSight System is subject to any applicable intellectual property rights of third parties, such as patents, copyrights, and/or user licenses.

3.8: Force Majeure

Seller is not liable for failure to fulfill its obligation for any order or for delays in delivery due to causes beyond Seller’s reasonable control, including, but not limited to, acts of God, natural or artificial disaster, riot, war, strike, delay by carrier, shortage of product, acts or omissions of other parties, acts or omissions of civil or military authority, government priorities, changes in law, material shortages, fire, strikes, floods, epidemics, quarantine restrictions, act of terrorism, delays in transportation or inability to obtain labor, materials or products through its regular sources, which shall be considered as an event of force majeure excusing Seller from performance and barring remedies for non-performance. In an event of force majeure condition, the Seller’s time for performance shall be extended for a period equal to the time lost as a consequence of the force majeure condition without subjecting Seller to any liability or penalty. Seller may, at its option, cancel the remaining performance, without any liability or penalty, by giving notice of such cancellation to the Buyer.

Article 4: Representations and Warranties

4.1: Limited Express Warranty

Seller warrants that that the PlaneSight System and all equipment, parts and related materials furnished to Customer under this Agreement shall be free from defects in design material and for a period of 12 months from the date of purchase. In the event that Buyer makes a warranty claim within the warranty period, Seller shall have the option, at its sole discretion, to repair or replace the non-conforming item subject to the following conditions:

1. Once an alleged defect or non-conformance is observed, Buyer shall immediately cease using the PlaneSight System. Buyer shall notify Seller of any warranty claim in writing within 7 days of the date in which the alleged defect or non-conformance is observed. Buyer may contact Seller by email at sales@planesight.io. Seller may waive this requirement for written notification if Buyer informs Seller through other communication channels (such as by telephone) and Seller provides Buyer with a Warranty Service Request form; Seller providing this form demonstrates that Seller has received sufficient notice under this provision of the warranty and further written notice is unnecessary. Stopping use of the PlaneSight System and prompt notification are material terms of this warranty, so Seller may have the opportunity to evaluate the condition of the PlaneSight System.

2. Seller shall have the right to inspect the allegedly defective item, at its expense, to determine if the alleged defect or non-conformance is covered by the warranty;

3. Buyer’s warranty is limited to defects in manufacture and design. As set forth further in Paragraph 4.2 – Exclusions for Misuse, damage to the PlaneSight System caused by abuse, misuse, improper modification, or an act of God are not covered under this warranty. Continued use of the PlaneSight System after observing an alleged defect or non-conformance or failure to promptly notify Seller are grounds to disclaim coverage under the warranty. Further, consequential and incidental damages are not recoverable under this warranty to the maximum extent permitted by law. Some states may limit the Seller’s ability to disclaim consequential and incidental damages.

4. In the event of a dispute over warranty coverage, the parties agree to attempt to resolve the issue informally. If the informal discussions fail to resolve the issue, the dispute shall be resolved using the dispute resolution procedures set forth in Paragraph 5.1 – Governing Law and Venue of this agreement.

Seller’s option to repair or replace any non-conforming item is the sole remedy under this express warranty. Diagnostic and repair services (and associated labor charges) under this warranty are provided at no charge to Buyer, but Buyer is responsible for all shipping charges for warranty service.

4.2: Exclusions for Misuse

The warranties set forth in Paragraph 4.1 – Limited Express Warranty shall not apply to any defect (i) which is the proximate result of an accident, misuse, act of war, sabotage, neglect, improper installation, improper repair or improper modification by persons other than Seller, its agents or employees, (ii) if the parts were not obtained from Seller, its agents or a source authorized by Seller, (iii) if the parts thereof have not been operated or maintained in accordance with Seller’s approved operating and maintenance manuals, instructions or bulletins issued in respect of the aircraft, or (iv) if storage in any manner that is inconsistent with Seller’s recommended practices.

4.3: Warranty Disclaimer

THE PLANESIGHT SYSTEM AND OTHER ITEMS DELIVERED HEREUNDER ARE SOLD TO BUYER STRICTLY AS DESCRIBED IN PARAGRAPH 1.3 – PLANESIGHT SYSTEM AND PARAGRAPH 4.1 – LIMITED EXPRESS WARRANTY. SUBJECT TO THE FOREGOING, SELLER DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS OF ANY KIND OR NATURE WHATSOEVER AS FURTHER SET FORTH BELOW AND BUYER HEREBY WAIVES, RELEASES AND RENOUNCES, ALL OTHER WARRANTIES, CONDITIONS, OBLIGATIONS AND LIABILITIES OF SELLER AND ALL RIGHTS, CLAIMS AND REMEDIES OF BUYER AGAINST SELLER, EXPRESS OR IMPLIED, ARISING BY LAW OR OTHERWISE, WITH RESPECT TO ANY NON-CONFORMANCE OR DEFECT IN THE PLANESIGHT SYSTEM OR OTHER THINGS DELIVERED UNDER THIS AGREEMENT, THE WARRANTIES CONDITIONS, OBLIGATIONS AND LIABILITIES OF SELLER, AND THE RIGHTS, CLAIMS AND REMEDIES OF BUYER THAT ARE SUBSTITUTED, WAIVED, RELEASED AND RENOUNCED INCLUDE, BUT ARE NOT LIMITED TO:

ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE;
IMPLIED WARRANTY OR CONDITION ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE;
1. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM THE ACTIVE, PASSIVE OR IMPUTED NEGLIGENCE OR STRICT PRODUCTS LIABILITY OF SELLER; AND
2. ANY OBLIGATION, LIABILITY, RIGHT, CLAIM OR REMEDY FOR LOSS OF OR DAMAGE TO THE PLANESIGHT SYSTEM OR TO ANY PART OF THE PLANESIGHT SYSTEM.

NOTHING IN THIS ARTICLE SHALL BE CONSTRUED TO ALTER OBLIGATIONS EXPRESSLY ASSUMED BY SELLER UNDER PARAGRAPH 4.1 – LIMITED EXPRESS WARRANTY OR OTHER PROVISIONS OF THIS AGREEMENT.

4.4: Limitation of Liability

SELLER SHALL NOT BE LIABLE TO BUYER, WHETHER IN CONTRACT (INCLUDING BUT NOT LIMITED TO ANY DELAY IN DELIVERY OR COMPLETE FAILURE TO DELIVER FOR ANY REASON WHATSOEVER, ANY FAILURE TO PERFORM ANY OF ITS OTHER OBLIGATIONS UNDER THIS AGREEMENT, OR ANY NON-CONFORMANCE OF THE PLANESIGHT SYSTEM OR ANY OTHER ITEMS DELIVERED UNDER THIS AGREEMENT), IMPLIED WARRANTIES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANABILITY; THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; OR WARRANTIES ALLEGED TO ARISE FROM CUSTOM, USAGE, OR A COURSE OF DEALINGS), TORT (INCLUDING NEGLIGENCE OR STRICT TORT LIABILITY)) OR EQUITY, OR FOR BREACH OF ANY STATUTORY DUTY, INCLUDINGCOMPANY MISREPRESENTATIONS, OR OTHERWISE, FOR ANY:

LOSS OF USE, REVENUE OR PROFIT;
LOSS OF GOODWILL;
LOSS OF BUSINESS;
LOSS OF BUSINESS OPPORTUNITY;
LOSS OF ANTICIPATED SAVING;
SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGE OR LOSS;
DAMAGES SUFFERED BY ANY OTHER PARTY WHOSE CLAIMS ARISE UNDER OR IN CONNECTION WITH THIS AGREEMENT; AND
PUNITIVE DAMAGES

SHOULD SELLER BE FOUND LIABLE TO BUYER UNDER THIS AGREEMENT, IN NO EVENT SHALL SELLER’S TOTAL LIABILITY IN ANY WAY ARISING FROM THIS AGREEMENT EXCEED THE AMOUNT PAID BY SELLER FOR THE PLANESIGHT SYSTEM WHICH GIVES RISE TO THE CLAIM, NOR SHALL ANY CLAIM OF BUYER BE VALID UNLESS BUYER ADHERES TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT.

4.5: Indemnification

Buyer shall defend, indemnify and hold harmless (including costs, attorneys’ fees, and expenses incident thereto) Seller and its assignees, agents, directors, officers and employees (hereinafter collectively called the “Indemnified Parties”) from and against all claims, demands, suits, obligations, liabilities, damages, losses and judgments, for injury to or death of any person or persons or for loss of or damage to any property, including the PlaneSight System, including any component thereof including the aircraft or equipment to which it is attached (hereinafter collectively called “Claims”), arising out of or in any way connected with the ownership, maintenance, repair, modification, storage, ground test, use or operation of the PlaneSight System or any other item delivered hereunder after delivery thereof to Buyer, whether or not arising in tort regardless of the fault or negligence of the Indemnified Parties.

4.6: Insurance Obligations

Buyer shall maintain commercially appropriate insurance in connection with the use of the PlaneSight System.

4.7: Legal Compliance

Buyer represents to Seller that Buyer is purchasing and will use the PlaneSight System in compliance with all applicable laws and regulations (including any export or import controls). Further, Buyer agrees to indemnify and hold harmless Seller in accordance with Paragraph 4.5 – Indemnification for buyer’s violation of any applicable law or regulation due to the purchase or use of the PlaneSight System.

Article 5: General Terms

5.1: Governing Law and Venue

ALL MATTERS RELATED TO THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE SUBSTANTIVE LAWS OF THE UNITED STATES AND THE STATE OF NORTH CAROLINA, WITHOUT REGARD TO CONFLICTS OF LAW PRINCIPLES. THE PARTIES WILL INITIATE ANY LITIGATION OR DISPUTE RESOLUTION PROCEEDINGS IN THE STATE OR FEDERAL COURTS OF NORTH CAROLINA ONLY AND IRREVOCABLY CONSENT TO THE EXCLUSIVE PERSONAL JURISDICTION THEREIN.

5.2: European Union

Company’s products and services are not intended to be used in the European Union. Company does not represent or warrant that the Privacy Policy or Company’s data collection practices comply with the European Union’s General Data Protection Regulation (“GDPR”). Buyer represents to Seller that Buyer is not a resident of the European Union for GDPR purposes nor will use the PlaneSight System in the European Union until Company has implemented GDPR compliance procedures and notified Buyer that such procedures are in place.

5.3: Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be illegal, invalid or unenforaceable, the remaining provisions shall remain in full force and effect.

5.4: Entire Agreement

This Agreement, together with the Terms of Use and Privacy Policy (inclusive of any amendments thereto), contain the entire understanding and agreement between the Parties. This Agreement may not be supplemented, modified, amended, released or discharged, and no additional or prior terms shall apply, except by an instrument in writing signed by each Party’s duly authorized representative. Any waiver by either Party of any default or breach hereunder shall not constitute a waiver of any provision of this Agreement or of any subsequent default or breach of the same or a different kind.

Planesight

Terms of Sale

Article 1: Subject Matter of Sale

1.1: Identity of Parties