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Terms and Conditions

These Terms and Conditions (these “Terms“) shall govern the manufacture and/or supply of the Products (as defined below) by Parazero Technologies Ltd. (“Parazero“) to the customer whose name and details are set forth on the order form to which these terms are attached (the “Customer” and the “Order Form“, respectively). By signing the Order Form and/or by paying for or receiving the Products, the Customer agrees to be bound by these Terms for all intents and purposes, and these Terms shall constitute a binding contract between the Customer and Parazero. In the event of any discrepancy between these Terms and the Order Form, these Terms shall govern unless specifically stated otherwise on the applicable Order Form.

  1. Subject Matter

Following the execution of the Order Form, Parazero shall supply Customer with such number and type of products as set forth in the Order Form (the “Product(s)“), together with any accompanying documentation and materials (collectively, the “Documentation“), for the purposes of installation of the Products on the Customer’s products. It being clarified that the Customer shall not be entitled to sell the Products as a standalone product, but only as an integrated part of the Customer’s products offering.

2. Delivery; Packaging

2.1 Unless agreed upon and determined otherwise in an Order Form, delivery of the Products shall be made Ex-Works (Incoterms 2010), Parazero’s offices in Israel.

2.2 Title shall pass upon full payment for the Products under an applicable Order Form.

2.3 Should circumstances arise that may result in a delayed delivery by Parazero, Parazero shall notify Customer of such circumstances. Delays of up to 30 days shall not be deemed to be a breach hereunder. In the event of a delay which exceeds the aforementioned 30 days, then, as its sole and exclusive remedy, Customer shall be entitled to cancel the applicable Order Form and receive a refund for the purchase price paid by Customer under such Order Form.

2.4 Notwithstanding anything to the contrary herein or in any Order Form, Parazero shall be entitled in its sole discretion to cancel, suspend or delay any delivery of Products: (i) in the event that the Customer: (A) enters into liquidation or bankruptcy proceedings, whether voluntary or compulsory, and such proceedings are not terminated or discharged within 60 days, makes a general arrangement with its creditors, or ceases to conduct its business in the ordinary course; or (B) fails to fulfill any of its obligations or undertakings herein or under the Order Form, and does not rectify such failure, to the extent possible to rectify, within 14 days after receiving a written demand to do so; or (ii) without derogating from (i) above, in the event that Customer shall be in arrears of more than 30 days on any payment due to Parazero hereunder.

2.5 Packing of the Products shall be made by Parazero at its premises in a way which is sufficient to ensure the safe delivery thereof.

3. Intellectual Property

3.1 All right, title and interest (including any and all intellectual property rights) in the Products (including any modifications, improvements, derivative works and any applicable documentation accompanying thereof), whether existing as of the time of purchase of the Products or thereafter conceived, created or developed, regardless of whether Customer, its employees, contractors or others on its behalf may have contributed to the conception, creation or development thereof, shall at all times remain with Parazero and no rights in the Products are granted to Customer under the Order Form or these Terms. The aforementioned in this Section shall also apply to Parazero’s Marks (as defined below).

3.2 Customer undertakes that it shall not suffer or permit directly or through any third party to analyze, decompile, disassemble, reverse engineer (or the like), any tangible product or media which constitutes, contains, records or in any way documents or embodies Parazero’s Confidential Information (as defined below), including but not limited to the Products.

3.3 Customer shall include reference and credit to Parazero on any Customer’s product into which a Product is integrated, in the form and manner as shall be agreed upon by the parties. Customer is hereby granted a non-exclusive, non-transferable and non-sublicensable right to use Parazero’s name, logo or trademarks (the “Parazero’s Marks“), for the sole purpose of attributing the Products to Parazero. Customer’s use of Parazero’s Marks as aforesaid shall not create any right, title or interest, in or to the Parazero’s Marks, and all Parazero’s Marks and goodwill associated therewith, shall inure to the benefit of Parazero.

3.4 Without derogating from the above, Customer will maintain and not remove, alter or obscure any proprietary notices (including the copyright notice) that appear on the Products and any Documentation, on any copies and any media.

4. Confidential Information

4.1 Customer agrees that all trade secrets, intellectual property, code, inventions, algorithms, schematics, reports, analysis, know-how and ideas and all other business, technical and financial information, whether in tangible or intangible form, it obtains from Parazero, including without limitation, the Documentation, is the confidential and proprietary property Parazero (the “Confidential Information“). Except as expressly permitted herein, the Customer: (i) shall hold in strictest confidence and not use for any purpose (except as contemplated hereunder) or disclose to any party (other than to its employees or consultants, only on a need-to-know basis) any Confidential Information; (ii) shall take reasonable protective measures (no less than the measures it takes to protect its own Confidential Information) to safeguard such Confidential Information; and (iii) shall bind in writing any and all of its employees or consultants who have access to such Confidential Information to terms and conditions substantially similar to this Section 4. All Confidential Information disclosed hereunder shall remain the exclusive property of Parazero. Upon written request of Parazero, any and all copies and embodiments of Confidential Information, shall be promptly returned to Parazero.

4.2 The Customer shall not be obligated under this Section 4 with respect to Confidential Information which the Customer can document: (i) is or has become readily publicly available without restriction through no fault of the Customer or its employees or consultants; (ii) is received without restriction from a third party lawfully in possession of such information and lawfully empowered to disclose such information; (iii) was rightfully in the possession of the Customer without restriction as to its disclosure; or (iv) is required to be disclosed by law, a government agency or order of a court, provided that the Customer provides prompt written notice of such disclosure to Parazero so as to afford Parazero an opportunity to intervene and prevent or limit the disclosure.

5. Warranties and Limitations

5.1 Parazero warrants that, under normal use and service, each of the Products delivered hereunder shall be free from defects in material and workmanship, for a period of six (6) months after delivery of such Product to Customer (the “Warranty Period”). The foregoing warranty shall not be transferable to any third party, and shall not apply to any other product/s of Customer into which the Products may be integrated, or to consumables or portions of the Products that are expendable by their nature.

5.2 Parazero shall not be liable to Customer if: (i) modifications are made to the Products by someone other than Parazero; (ii) attachments, features or devices are employed on or around the Products that are not supplied by Parazero, with the exception of the aerial vehicle for which the Product was originally designed (provided no material changes or modifications have been made to such aerial vehicle after the date of the Order Form); (iii) the Products are not properly stored, tested, installed, used, operated, maintained or repaired, in accordance with Parazero’s instructions, or otherwise subject to misuse or abuse; or (iv) failure of the Products is caused by factors external to the Products, including, without limitation, improper environment, improper power supply and/or electrical power surges, etc. Without derogating from the generality of the foregoing, it is hereby clarified that the Customer shall be solely responsible for the mechanical and electrical design, installation and integration of the Product and accordingly, the foregoing warranty shall not apply to any defects related to such design, installation or integration.

5.3 If the Products fail to meet the warranty set forth in Section 5.1 above and Customer provides Parazero written notice thereof during the applicable Warranty Period, Parazero shall, at Parazero’s option, correct the failure either by repair or replacement, upon return of the defective Product to Parazero’s premises, and such shall be the sole and exclusive remedy of Customer in connection with any defective Product.

5.4 Parazero represents and warrants that each Product delivered by Parazero to Customer under the Order Form (a) operates in material compliance with the specifications set forth in the Product Description provided to Customer with respect to such Product, (b) does not to Parazero’s knowledge infringe the intellectual property rights of third parties, and (c) does not to Parazero’s knowledge and as of the date such Product has been delivered to Customer, contain malware, or viruses.

5.5  EXCEPT AS SET FORTH HEREINABOVE, PARAZERO MAKER NO OTHER REPRESENTATION OR WARRANTY, EITHER EXPRESS OR IMPLIED, AS TO THE CAPACITY, CONDITION, DESIGN, DURABILITY, MATERIAL, MERCHANTABILITY, PERFORMANCE, QUALITY, SUITABILITY, WORKMANSHIP OR VALUE OF THE  PRODUCTS, THEIR NON-INFRINGEMENT OR FITNESS FOR ANY PARTICULAR PURPOSE, OR THAT THE PRODUCTS WILL SATISFY THE REQUIREMENTS OF ANY LAW, RULE, REGULATION, SPECIFICATION OR CONTRACT, OR ANY OTHER REPRESENTATION OR WARRANTY OF ANY KIND OR NATURE WHATSOEVER WITH RESPECT TO THE PRODUCTS OR ANY ASSOCIATED ITEM OF ANY ASPECT THEREOF.

5.6  IN NO EVENT SHALL PARAZERO BE LIABLE PURSUANT TO ANY ORDER FORM OR THESE TERMS OR IN CONNECTION WITH ANY TRANSACTION CONTEMPLATED HEREIN, FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, PROFITS, REVENUE, OR USE, WORK STOPPAGE, SYSTEM FAILURE, LOSS OR IMPAIRMENT OF OTHER GOODS, INCURRED BY CUSTOMER OR ANY THIRD PARTY, WHETER IN ACTION, CONTRACT, TORT OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PARAZERO’S LIABILITY FOR ANY DAMAGES OR CLAIMS OF ANY KIND, ARISING OUT OF OR IN CONNECTION WITH ANY ORDER FORM OR THESE TERMS, SHALL NOT EXCEED THE AMOUNT ACTUALLY PAID BY THE CUSTOMER TO PARAZERO, DURING 12 MONTHS PRECEDING THE ARISING OF SUCH DAMAGES OR CLAIMS.

5.7 Customer will provide any and all support and maintenance services for its clients, directly or via third party maintenance organizations, and shall handle and be solely responsible for any claims or inquiries made by such clients in connection with the Products.

5.8 Customer shall report to Parazero on a regular basis all operational problems, quality problems and reliability problems that were reported by Customer’s clients or otherwise came to Customer’ knowledge regarding the Products.

6. General

6.1 No agency, partnership, joint venture or employment relationship is or shall be created between the parties by virtue of the Order Form and/or these Terms.

6.2 Customer may not assign any of the rights or obligations granted hereunder and/or under the Order Form without the prior written consent of Parazero.

6.3 The Order Form may only be modified, changed or amended by an instrument in writing executed by each party’s duly authorized representative.

6.4 The Order Form and these Terms shall be governed by, interpreted and enforced in accordance with the laws of the State of Israel, without regard to its conflict of law principles. All actions, suits or proceedings under or related to the Order Form and these Terms shall be adjudicated in the courts of Tel-Aviv, Israel, and the parties hereby irrevocably consent to the exclusive jurisdiction and venue of such courts.

6.5 All notices given by one party to the other in accordance with the addresses set forth in the Order Form, shall be given in writing, and shall be deemed to have been delivered to the addressee immediately upon their delivery if delivered by hand, immediately upon receipt of an electronic confirmation of delivery, if delivered by electronic mail, or within five (5) business days after being sent by registered mail, as per the addresses indicated in the Order Form.

6.6 The Order Form and these Terms constitute the entire and only agreement between the parties for the subject matter herein, and all other prior negotiations, representations, agreements, and understandings are superseded hereby.

6.7 The Customer shall be solely responsible for obtaining all appropriate approvals, permits and/or licenses required by law and/or any third party, including without limitation any governmental or regulatory authority, for the integration of the Products into the Customer’s products and the resale or lease of the incorporated Products.

6.8 Neither party shall be deemed to be in breach of the Order Form or these Terms, nor shall such party incur liability or bear responsibility due to a delay or failure in performance (other than of obligations regarding the payment of money or confidentiality), which delay or failure caused by circumstances beyond the reasonable control of the party affected, including but not limited to acts of God, fire, flood, war, terrorism, embargo, natural disaster or shortage of materials. A party affected by an event of force majeure shall: (i) notify the other party hereto in writing of any such event and the estimated duration thereof: and (ii) make reasonable efforts to remedy any such event of force majeure. Performance that is delayed by any event of force majeure shall be extended for such time as the event shall continue.

6.9 Sections 3, 4, 5.1-5.6 and 6.1-6.6 above, shall survive the termination or expiration of any relations between the parties.