AGREEMENT FOR DRONE SERVICE
PANTON INC.

TECHNOLOGY SERVICES AGREEMENT

This Technology Services Agreement ("Agreement") constitutes a legal agreement between you, an individual ("Operator" or "You") and Panton Inc., if your Territory is anywhere within the United States (as applicable, "Company").

Company provides lead generation to independent providers of unmanned aircraft system ("UAS") inspection services. The company enables an authorized UAS Operator to seek, receive, and fulfill requests for Services from an authorized user of Company applications. You desire to enter into this Agreement for the purpose of accessing and using the Company Services.

To use the Company Services, you must agree to the terms and conditions that are set forth below. Upon your execution (electronic or otherwise) of this Agreement, you and Company shall be bound by the terms and conditions set forth herein.

1. NATURE AND TERM OF AGREEMENT.

a. Work: User wishes to hire the Operator to provide inspection services employing an UAS ("Services"). This Agreement assumes, unless specifically covered in the Order (as defined below), that Operator shall provide, as applicable at a time and place designated by user to the Company, (i) an unmanned aircraft; (ii) flight crew; (iii) appropriate sensor or camera capable of collecting the requested data from the inspection; (iv) all equipment or other personnel such as visual observers necessary to safely provide the Services in accordance with all applicable law; (v) all data obtained from the inspection, including but not limited to images and other electronic data.

b. Order: The Company will issue a service or work order authorizing particular work (each an "Order"). The Order will set forth the details of the structure or area that is to be inspected and its location along with any special instructions and will indicate the information that the user wishes to obtain. Each Order and the work to be performed thereunder shall be governed by the terms and conditions of this Agreement and all such Orders shall be for informational purposes only, to describe the particular work, and shall not modify or change any provision of this Agreement.

c. Order Review: The Company is not in the business of providing aviation services. As a result, the Company is relying on the specialized knowledge and expertise of Operator. It is incumbent upon Operator to immediately review any work requested in an Order and determine if the missions can be flown safely and in accordance with the law. If the missions cannot be so performed, Operator must notify Company as soon as practicable to inform them of any such concerns. If any particular mission cannot be flown safely and in accordance with the law, then it shall not be flown.

2. INVOICES AND PAYMENT.

a. Payment: The price for the Services is set forth in Schedule A. At the first business day of each calendar month, the payment will be made for Services completed in the previous month. All payments will be in United States Dollars (USD).

b. Delay or Cancellation of Services: If the Operator determines that the work required by an Order cannot be completed within the period agreed upon in Schedule A, it is the duty of the Operator to notify Company as soon as practicable of the delay. The Operator agrees that Company will not be obligated to pay Operator for any work performed after the time agreed in Schedule A has expired. In the event Company cancels an Order before the work is completed, then the Company is not obligated to pay cancelled Order.

3. DELIVERY OF DATA AND DATA RIGHTS.

Operator agrees to provide Company with all data obtained from the performance of the Services within the time set forth in Schedule A, unless a different time is contained in the Order and the parties have mutually agreed to the alteration. Operator warrants that it transfers all rights to any data obtained to Company, including any copyright, when the data is delivered. In addition, Operator agrees that it will not retain any copies of the data and will not resell or provide any of the data to any other person or entity without the express written permission of Company.

4. TERM AND TERMINATION.

a. Term: This Agreement shall commence on the date accepted by you and shall continue until terminated as set forth herein.

b. Termination: Either party may terminate this Agreement (a) with/without cause at any time upon seven (7) days prior written notice to the other party; (b) immediately, without notice, for the other party’s material breach of this Agreement; or (c) immediately, without notice, in the event of the insolvency or bankruptcy of the other party, or upon the other party’s filing or submission of request for suspension of payment (or similar action or event) against the terminating party. In addition, Company may terminate this Agreement or deactivate your Operator Account immediately, without notice, with respect to you in the event you no longer qualify, under applicable law or the standards and policies of Company and its Affiliates, to provide UAS inspection services or as otherwise set forth in this Agreement.

c. Survival: Despite completion of the Services or termination of this Agreement for any reason, all provisions in this Agreement containing representations, warranties, releases, defense obligations and indemnities, and all provisions relating to confidentiality, insurance, disclaimer of certain remedies, limitations of liability, dispute resolution and governing law, and all causes of action which arose prior to completion or termination, survive indefinitely until, by their respective terms, they are no longer operative or are otherwise limited by an applicable statute of limitations.

5. INDEPENDENT RELATIONSHIP.

This Agreement does not create, and Operator and Company stipulate and agree that the said Agreement shall not be construed to create, any agency relationship, employer/employee relationship or master/servant relationship by or between any of the agents and/or employees of Company and the agents and/or employees of Operator. To the contrary, Company in the course and scope of activities in furnishing Orders under this Agreement is contemplated to be and stipulated to be independent of Operator for any and all purposes. Each Party has the respective full power and authority to select the means, methods, and manner for performance under this Agreement. Neither Party shall have any power or authority to bind the other.

6. OPERATOR REPRESENTATIONS AND WARRANTIES.

• a. Authorization: Operator has full corporate, company or individual power and authority to enter into and perform this Agreement, and has taken all actions necessary to authorize its performance under this Agreement.
• b. Airworthiness: The Operator is responsible for the airworthiness of its aircraft and warrants that, at a minimum, all aircraft are maintained and operated in accordance with
• i. All applicable manuals inclusive of, but not limited to, the manufacturers’ and Operator’s maintenance manuals;
• ii. Mandatory Advisory Circulars or other Airworthiness Directives issued by the FAA;
• iii. The manufacturer's airworthiness limitations;
• iv. Manufacturer or FAA mandated inspection schedules, overhaul schedules, and calendar retirement dates; and
• v. Service Bulletins.
• c. Compliance: The Operator is solely responsible for complying with all Federal Aviation Administration rules, regulations, and requirements. The Operator shall ensure that all flight occur in uncontrolled airspace or that the proper waivers, authorizations, or notices have been filed and approved prior to conducting any flight operations in controlled airspace.
• d. Crew Qualifications: The Operator warrants that all crew, including pilot in command, visual observer, sensor or payload operator, or other persons necessary for the safe operation of the flight have the qualifications, experience, licenses, and certificates required by applicable regulations and that all have the necessary skill required to perform their duties.
• e. Operational Procedures and Operations Manual: Operator warrants that its Services are provided pursuant to an Operations Manual, that the Operations Manual addresses the subjects set forth in Schedule B, and that the Operations Manual is sufficient to perform the Services safely and comply with all applicable federal, state, and local laws.

7. CONFIDENTIALITY.

• a. Confidential Information includes Company Data, Driver IDs, User Information, the transaction volume, marketing and business plans, and business, financial, technical, operational, and such other non-public information of each party (whether disclosed in writing or verbally) that such party designates as being proprietary or confidential or of which the other party should reasonably know that should be treated as confidential.
• b. Each party acknowledges and agrees that (a) all Confidential Information shall remain the exclusive property of the disclosing party; (b) it shall not use Confidential Information of the other party for any purpose except in furtherance of this Agreement; (c) it shall not disclose Confidential Information of the other party to any third party, except to its employees, officers, contractors, agents, and service providers ("Permitted Persons") as necessary to perform Services under this Agreement, provided Permitted Persons are bound in writing to obligations of confidentiality and non-use of Confidential Information no less protective than the terms hereof; and (d) it shall return or destroy all Confidential Information of the disclosing party upon the termination of this Agreement or at the request of the other party (subject to applicable law and, with respect to Company, its internal record-keeping requirements).
• c. Notwithstanding the foregoing, Confidential Information shall not include any information to the extent that it (a) is or becomes part of the public domain through no act or omission on the part of the receiving party; (b) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (c) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (d) is required to be disclosed pursuant to law, court order, subpoena or governmental authority, provided that the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.

8. INDEMNITIES; LIMITATION OF LIABILITY.

• a. Defense and Indemnity: Operator shall indemnify, defend, and hold harmless Company, its affiliates, and their respective directors, officers, employees, operators, and agents from and against any and all claims, demands, complaints, or actions ("claims") of third parties (including employees of the parties or government agencies) arising from or relating to the Services (including but not limited to claims for personal injury, death, property damage or damage to the environment), to the extent caused or arising out of the willful misconduct, breach of this agreement, or violation of law of or by the Operator. The claims covered hereunder include all settlements, losses, liabilities, judgments, court costs, reasonable attorney’s fees, fines, penalties, and other litigation costs and expenses arising from or related to such claims.
• b. Limitation of Liability: Waiver of Consequential Damages: In no event shall either party have any liability to Operator for any lost profits, loss of use, costs of procurement of substitute equipment or services, or delays, or for any indirect, special, incidental, exemplary, consequential or punitive damages or penalties, however caused, and whether in contract, tort, or under any other theory or combined theories of liability.

9. INSURANCE.

Operator shall maintain insurance policies in the amounts specified below and shall have Company named as an additional insured on these policies for any occurrence arising out of the Agreement or any Services provided by Operator, and shall issue to Company a Certificate of Insurance from the underwriting insurance company, with respect to the following coverage:

Aircraft Liability

[ $1,000,000 ]

10. COMPLIANCE WITH APPLICABLE LAW.

All the provisions of this Agreement shall be expressly subject to all of the applicable laws, orders, rules, and regulations of any governmental body or agency having jurisdiction over the operations, and all Services and conduct contemplated hereunder shall be conducted in conformity therewith. Operator shall also obtain all applicable approvals of any government agency whose authorization or approval is required for the Work.

11. AIRCRAFT OPERATION.

• a. No guidelines or requirements specified in this Agreement are to be construed as authority to operate aircraft or conduct operations in other than strict compliance with the regulations of the country in which an aircraft is registered or operated.
• b. The Operator holds a valid Exemption, Operating Certificate, or other necessary authorizations issued by the regulatory authorities or jurisdictions required to conduct specific operations. When providing Services to User, the Operator shall operate in accordance with the rules and regulations contained in the Federal Aviation Regulations and the Exemption, Operating Certificate, or other necessary authorization issued by the FAA.
• c. The Operator shall notify Company in the event that the Federal Aviation Administration or other regulatory body with jurisdiction over the Operator takes any action against the Operator's Exemption, Operating Certificate, or other necessary authorization to offer these Services.
• d. It is the sole obligation of the Operator to report any accidents, incidents, or other reportable mishaps to the appropriate governmental agency, including but not limited to the FAA and NTSB.
• e. Any reports made under section 11(d) arising out of any Services provided to User must also be provided to Company as soon as practicable.

12. NOTICES.

Any notice delivered by Company to you under this Agreement will be delivered by email to the email address associated with your account or by posting on the portal available to you on the Company Services. Any notice delivered by you to Company under this Agreement shall be delivered by contacting Company at http://www.pantoninc.com.com Additional Territory-specific notices may be required from time to time.

13. DRUG AND ALCOHOL POLICY.

Unless further restricted by local regulatory authorities, Operator agrees and warrants that no person will act as a crewmember (Pilot In Command, Visual Observer, Payload Operator, Sensor Operator, or other person necessary for the safe operation of the aircraft) or perform maintenance on an aircraft when:

• a. Affected by or under the influence of alcohol, but in no case within 8 hours after the consumption of any alcoholic beverage.
• b. While using any drug that adversely affects the person's ability to perform required duties.

14. DISPUTES AND APPLICABLE LAW.

• a. With regard to disputes between the Parties, the responsible business persons representing each Party will negotiate in good faith to attempt to resolve such dispute.
• b. Exclusive jurisdiction for any disputes under this Agreement shall be a court of competent jurisdiction sitting in Harris County, Texas, and the Parties consent to personal jurisdiction for such purposes. This Agreement including any Schedules shall be governed by, construed, and enforced in accordance with the laws of the State of Texas, exclusive of the choice of law or conflict of laws and provisions thereof.
• c. In the event User brings an action in connection with this Agreement, and User is the prevailing party, User shall be entitled to recover its costs and actual attorneys’ fees.

15. MISCELLANEOUS.

• a. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior express written consent of the other Party.
• b. Except as otherwise set forth herein, no failure to exercise, or delay in exercising, any rights, remedy, power or privilege arising from this Agreement will operate or be construed as a waiver thereof. Waiver by either Party of any default of the other will not operate to excuse the defaulting party from further compliance with this Agreement, nor will any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
• c. If any term, provision, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect and shall in no way be affected, and such invalid or unenforceable term, provision, or covenant shall be deemed modified to the minimum extent necessary to make it consistent with applicable law.
• d. This Agreement may be executed in any number of counterparts, each of which will be deemed an original of this Agreement, and which together will constitute one and the same instrument.
• e. This Agreement, including attached Schedules, represents the complete and exclusive agreement between the Parties regarding the subject matter of this Agreement, and supersedes all oral and written communications, negotiations, representations or agreements in relation to that subject matter made or entered into before the Effective Date.

DRONE SERVICES AGREEMENT

SCHEDULE A

Timing of Performance of Services: Operator agrees to complete all necessary inspection work within 48 hours, weather permitting, of the receipt of an Order. This includes the delivery of all requested data and information to User in a useable format.

Costs of Services: The Parties Agree that all work performed pursuant to an Order will be paid based on the rates detailed on the Contract with the Company.

SCHEDULE B
OPERATIONS MANUAL MINIMUM REQUIREMENTS

The Operator shall maintain an Operations Manual (or Operations Manuals) that, as a minimum, include the following information:

• A. Procedures and checklist information for pre-flight, in-flight, and post-flight actions; emergencies; and limitations.
• B. Information on aircraft systems and performance.
• C. Procedures for pre-flight briefings that include mission planning and the following considerations:
  • 1) Mission overview
  • 2) Hazards unique to the mission being flown
  • 3) Weather (current and forecast ceiling, visibility, and winds)
  • 4) Mission altitude and operating area
  • 5) Lost link, divert, and flight termination procedures
  • 6) Identification of any public or residential areas near flight paths and associated privacy concerns
  • 7) Flight time and fuel or battery requirements
  • 8) Fuel reserves or minimum voltage requirements
  • 9) Frequencies to be used for communications
  • 10) FAA COA requirements
  • 11) Emergency procedures including contingences for lost link or fly-away
• D. Information on aircraft and other system maintenance
• E. Normal flight operations
• F. Abnormal operations and emergency procedures
• G. Accident and incident reporting
• H. Required recordkeeping
• I. Communications plans and procedures