MATTERNET DRONE DELIVERY PILOT PROGRAM

TERMS OF SERVICE

Welcome and thank you for participating in the Matternet, Inc. (“Matternet,” “we,” “us,” “our”) drone delivery pilot program (“Pilot Program”). For the Pilot Program, Matternet utilizes unmanned aerial vehicles (“Drones”) to deliver certain off-the-shelf consumer packaged goods (“Goods”) ordered directly from us through the Matternet website, available here (the “Site” and, collectively with the drone delivery services, the “Services”). This Terms of Service Agreement (this “Agreement”) describes the terms and conditions that apply to your use of the Services and forms a binding contract between you and Matternet.

PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT GOVERNS THE USE OF THE SERVICES AND APPLIES TO ALL USERS ACCESSING THE SERVICES. BY ACCESSING OR USING THE SERVICES IN ANY WAY, ACCEPTING THIS AGREEMENT BY CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE ACCOUNT REGISTRATION PROCESS YOU REPRESENT THAT: (A) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT; (B) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MATTERNET; (C) YOU ARE NOT BARRED FROM USING THE SERVICES UNDER THE LAWS OF THE UNITED STATES, YOUR PLACE OF RESIDENCE, OR ANY OTHER APPLICABLE JURISDICTION; AND (D) YOU PERSONALLY HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT. 

Please refer to our Privacy Policy, available here, for more information about how we collect, use, and share the personal information we collect in connection with the Services.

1. SERVICES. You acknowledge that the Services and the operations of Drones are performed under the Pilot Program and contain code and other components that have not yet been made commercially available. You acknowledge that the Services and the operations of Drones could be inherently dangerous to people or property. Insights and Feedback (as defined below) gathered from the Pilot Program may, at Matternet’s sole discretion, be incorporated into, or used in conjunction with, a commercial launch of Matternet’s drone delivery services in the future.

2. LICENSE; ACCESS AND USE.

   1. License to the Services. Subject to this Agreement, Matternet hereby grants you, during the term of this Agreement, a non-exclusive, non-transferable, non-sublicensable, revocable right and license to access and use the Services solely for your personal and non-commercial purposes.

   2. Account Registration. In order to access certain features and functionality of the Services, you may be required to register an account on the Site (“Account”). In registering an Account, you shall provide and maintain true, accurate, current, and complete information as prompted by the registration form. You will promptly notify us of any changes in your Account information. You will keep secure and safeguard your Account information, including your Account password or any credentials that allow you to access the Services. You will promptly notify us if you are made aware of or believe there has been any unauthorized access to your Account.

   3. Contact with Matternet. By creating an Account, you permit Matternet to contact you by text, phone call, or email. You may contact us at 415-604-2167 or delivery@matternet.us.

   4. Property Access. You understand and agree that in connection with the Services, we need access to your property a located at the address provided on your Account and approved by Matternet: (a) to conduct in-person visits for purposes of inspecting and designating a delivery zone for our Drones at your property (“Delivery Zone”); (b) for our Drones to deliver the Goods ordered by you from time to time; and (c) at any time if our Drones land on your property for any reason. You hereby provide your express permission for all such access to your property. You represent and warrant that you possess all necessary rights to grant this permission and you will not request delivery to an address in which you do not have these rights. We will contact you to request further permission if any additional access to your property is required in connection with the Services. 

   5. Recording. You understand and agree that in performing the Services we need to capture visual and/or audio recordings of the Delivery Zone and the surroundings at or above your property for the purposes of making a delivery, and you hereby consent to our recording for such purposes.

   6. SMS Messages. Matternet may offer one or more mobile message programs (collectively, the “Message Services”) that allow users to receive SMS/MMS mobile messages by opting-in such as through online enrollment forms. We do not charge for the Message Services, but you are responsible for all charges and fees associated with mobile messaging imposed by your wireless carrier and you acknowledge that your carrier may charge you or deduct usage credit from your Account when you text us or we send messages to you. Message and data rates may apply. By enrolling a telephone number in the Message Services, you authorize us to send SMS and MMS mobile messages to the number you specify, and you represent that you are authorized to receive mobile messages at such number. The messages sent through the Message Services may include Services-related updates such as notifications alerting you to the status of your delivery, and other communications to facilitate your access to the Services. You agree that these messages may be transmitted using an automatic telephone dialing system (“ATDS”), other automated systems for the selection or dialing of telephone numbers, or different technology. Your consent to receive mobile messages via an ATDS or other automated system for the selection or dialing of numbers is not required (directly or indirectly) as a condition of purchasing any Goods. While you consent to receive messages sent using an ATDS, the foregoing shall not be interpreted to suggest or imply that any or all of our messages are sent using such a system. Message frequency varies. If you do not wish to continue participating in a Message Services program we offer, reply with the keyword STOP to any mobile message you receive from that program to opt out. You may receive an additional mobile message confirming your decision to opt out. You acknowledge that our text message platform may not recognize and respond to unsubscribe requests that alter, change, or modify the STOP keyword command and you agree that we and our Services providers will have no liability for failing to honor such requests. To the extent you subscribe to more than one Message Services program that we operate, you must unsubscribe from each program separately. For Message Services support or assistance, text the HELP keyword in response to any message you receive through the Message Services. We may change any short code or telephone number we use to operate the Message Services at any time with notice to you. You acknowledge that any messages, including any STOP or HELP requests, you send to a short code or telephone number we have changed may not be received and we are not responsible for honoring requests made in such messages. The Message Services may not be available in all areas or supported by all carriers or all devices. Check with your carrier for details. Delivery of mobile messages is subject to effective transmission from your wireless carrier/network operator and is outside of our control. We and the wireless carriers supported by the Message Services are not liable for any failed, delayed or undelivered messages. If you decide to change your mobile phone number, you agree to first opt out of each Message Services program in which your number is enrolled. 

3. USE RESTRICTIONS. You agree to use the Services in accordance with this Agreement and any applicable laws, and your use will be for personal and non-commercial purposes only. For the avoidance of doubt, you also agree to only use the Services to order Goods for delivery to the approved delivery address on your Account. You agree not to use the Services to engage in any unlawful, threatening, harassing, fraudulent, offensive, or abusive conduct. You shall not (and shall not permit others to) (a) license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit the Services or any portion of the Services; or (b) attempt to gain unauthorized access to, modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services.

4. OWNERSHIP.

   1. The Services. You agree that Matternet and its suppliers and licensors own all right, title and interest in and to the Services (including, but not limited to, any computer code, themes, objects, characters, character names, stories, dialogue, concepts, artwork, animations, sounds, musical compositions, audiovisual effects, methods of operation, moral rights, documentation, and software), including any and all intellectual property rights in the foregoing.

   2. Trademarks. Matternet and all related stylizations, graphics, logos, service marks, and trade names used on or with the Services are the trademarks of Matternet and may not be used without permission. Other trademarks, service marks, and trade names that may appear on or in the Services are the property of their respective owners.

   3. Feedback. You may voluntarily provide or communicate to us any ideas, suggestions, questions, comments, or other information about the Services (collectively, “Feedback”). You agree that Matternet will have the right, without compensation or attribution to you, to use any such Feedback for any purpose without restriction, including to improve or enhance the Services and/or otherwise fully exercise and exploit any such Feedback in connection with Matternet’s products and services. Matternet will own all improvements to Matternet’s products and services based on any Feedback.

5. ASSUMPTION OF RISK; SAFETY PROCEDURES; NO INTERFERENCE.

   1. Assumption of Risk. You agree to adhere to all instructions and requirements provided to you in connection with the Services. You shall carefully read all information made available to you regarding the operation of our Drones around you and your property. You understand that participation in the Pilot Program is voluntary and you expressly assume the inherent, potential, and unknown risks associated with the use of the Services to the fullest extent permitted by applicable law.

   2. Safety Procedures. Without limiting the foregoing, you understand and agree: (a) Matternet may operate our Drones within close proximity to you and your property, and the Drones have parts that can be harmful if you make contact with a Drone while in operation; (b) prior to and during delivery, you shall ensure the Delivery Zone is clear of all persons, animals and items, and you shall keep a safe distance from the Delivery Zone without causing anything to touch or interfere with the Drone; (c) you will not attempt to retrieve the Goods until delivery is complete and the Drone has cleared the Delivery Zone; and (d) if a Drone lands for any reason, you will not approach the Drone but will inform us immediately by phone.

   3. No Interference. You shall not (and shall not permit others to) interfere with the Services or the operation of our Drones, or attempt to damage or destroy any of our Drones.

6. GOODS AND ORDERS.

   1. Site Listings. Through the Site, we will list Goods offered free of charge by us. We may also provide descriptions and/or images of the Goods. We do not make any guarantees with regard to any description or image of the Goods as these are provided for your convenience only.

   2. Goods. We reserve the right to impose limits on the quantity of Goods for any order or to reject an order in whole or in part prior to acceptance. If an order is accepted, Matternet will use commercially reasonable efforts to deliver the Goods. All Goods listed on the Site are subject to availability. If you have any inquiries regarding the Goods, please contact the relevant maker or manufacturer to determine whether the Goods are suitable for you. Matternet only offers off-the-shelf Goods and is not responsible for the manufacturing or packaging of any Goods listed on the Site.

   3. Availability. Delivery times and their accuracy may vary, and the systems utilized to offer the Services may be inaccessible from time to time. Matternet reserves the right to reject an order due to lack of system availability, Drone availability, or any other reason.

   4. Order Confirmation. We will send an email confirmation stating we have received your order to the email address provided on your Account. This confirmation does not indicate our acceptance of a given order. If we accept the order, we will send you an additional confirmation email that states the order was accepted and allows you to track the status of the delivery. Please ensure that your email settings are configured to receive messages from Matternet, as we take no responsibility for emails that are missed or not received. We will promptly contact you if your order is rejected in whole or in part or if any additional information is needed to accept an order.

   5. No Monetary Value; No Returns or Exchanges. You understand and agree that the Goods are not for resale and have no monetary value. All deliveries of the Goods are final and Matternet offers no returns or exchanges.

7. TERMINATION.

   1. Term. The term of this Agreement commences on the date when you accept this Agreement and continues in full force and effect during the term of the Pilot Program, unless terminated earlier in accordance with this Agreement.

   2. Termination. You may end your participation in the Pilot Program at your sole discretion by discontinuing use of the Services and closing your Account. Matternet may terminate this Agreement and your participation in the Pilot Program at any time for any reason with or without notice to you.

8. DISCLAIMERS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU ASSUME ALL INHERENT AND UNKNOWN RISKS WITH RESPECT TO THE OPERATION OF DRONES AROUND YOU AND YOUR PROPERTY. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES AND YOUR RECEIPT OF THE GOODS IS AT YOUR SOLE RISK. THE SERVICES AND GOODS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, AND MATTERNET EXPRESSLY DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MATTERNET BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WHETHER OR NOT BASED ON OUR NEGLIGENCE, ARISING OUT OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY GOODS.

9. LIMITATION OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, MATTERNET’S TOTAL AGGREGATE LIABILITY TO YOU SHALL NOT EXCEED MORE THAN $100 OR IF APPLICABLE, THE STATUTORY REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY DOES NOT APPLY TO LIABILITY OF MATTERNET FOR (A) DEATH OR PERSONAL INJURY CAUSED BY MATTERNET’S NEGLIGENCE OR (B) ANY INJURY CAUSED BY MATTERNET’S FRAUD OR FRAUDULENT MISREPRESENTATION.

10. GENERAL PROVISIONS.

    1. Electronic Communications. The communications between you and Matternet use electronic means, whether you use the Services or send us e-mails, or whether Matternet posts notices on the Services or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Matternet in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Matternet provides to you electronically satisfy any legal requirement that such communications would satisfy if they were to be in a hardcopy writing. The foregoing does not affect your non-waivable rights, or your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq.

    2. Force Majeure. Matternet shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

    3. Agreement Updates. Matternet reserves the right to modify this Agreement at any time for any reason. When changes are made, Matternet will make a new copy of this Agreement available on the Services, and we will also update the “Last Updated” date at the top of this Agreement. If we make any material changes and you have registered an Account with us, we will also send an email with an updated copy of this Agreement to you at the email address associated with your Account. Matternet may require you to provide consent to the updated Agreement in a specified manner before further use of the Services is permitted. IF YOU DO NOT AGREE TO ANY CHANGE(S) AFTER RECEIVING A NOTICE OF SUCH CHANGE(S), YOU SHALL STOP USING THE SERVICES.

    4. Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of California. Each party hereby irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of the State of California.

    5. Severability. If any portion of this Agreement is held invalid or unenforceable, that portion must be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions must remain in full force and effect.

    6. Notice. Matternet may notify you in connection with providing the Services, as required by applicable laws, or for other purposes. Notices may be sent to the email associated with your Account, by posting on the Services, or by providing a physical copy. Matternet takes no responsibility for any automatic filters you or your network provider apply to email notifications.

    7. Survival. Sections 4, 8, 9, and 10 along with any other provision, which by its nature should apply beyond the term, will remain in force after termination or expiration of this Agreement.

    8. Entire Agreement. The Agreement and all terms linked to or referenced herein, which are hereby incorporated by reference into and form a part of the Agreement, comprises the entire Agreement between you and Matternet with respect to the Services, and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and Agreements (oral and written). No oral or written information or advice given by Matternet, its agents or employees will create a warranty or in any way increase the scope of the warranties in the Agreement.