Essential Aero — General Terms & Conditions

Introduction

These Terms and Conditions (“Terms”) govern all products, services, and autonomous system operations (“Services”) provided by Essential Aero, Inc. (“Essential Aero,” “EA,” “we,” “our,” or “us”). By accessing, purchasing, or using any Service, hardware, software, or website operated by Essential Aero, the customer (“Customer,” “Client,” or “You”) agrees to be bound by these Terms.

1. Scope of Services

Essential Aero provides autonomous ground-robot services, including but not limited to FOD removal, airfield sweeping, logistics support, inspection tasks, mapping, and data reporting. The specific scope of work for each Customer is defined in individual quotations, statements of work (“SOW”), or service agreements.

• Autonomous sweep missions
• Operation of FOD-BOT, Supply-BOT, or related platforms
• Data collection, documentation, and reporting (e.g., images, logs, weight data)
• Deployment support, site mapping, and configuration
• Optional hardware installation (e.g., charging docks, disposal stations)

2. Service Model

Unless explicitly stated otherwise in writing, Essential Aero operates under a managed service model, in which Essential Aero staff operate, monitor, or supervise autonomous systems deployed at Customer sites.

Service availability, scheduling, and mission operations may vary based on the factors listed below.

Essential Aero reserves the right to delay or modify mission schedules for safety or compliance reasons.

• Weather conditions
• Airfield access restrictions
• Construction zones
• Regulatory or airport-operations requirements

3. Customer Responsibilities

Customers agree to support safe and effective operations, including providing access, communications, and notice of changes that may affect services.

• Provide reasonable access to the service area for mapping, deployment, and scheduled operations.
• Notify Essential Aero of known hazards, construction, closures, or operational changes that could affect service.
• Ensure service areas are free of obstructions when reasonably possible, or accept that robots will clean around fixed or temporary obstacles.
• Designate one or more points of contact for operational communications and reporting.

4. Pricing, Billing, and Payment Terms

Standard pricing, promotional pricing, and service tiers are defined in individual quotations.

Unless otherwise stated, billing occurs monthly, with payment due within Net 15 days of invoice.

Late payments may incur service delays or suspension after reasonable notice.

Promotional or founding-customer pricing is valid only for the specified term.

Any additional hardware, installations, or custom integrations may be billed separately.

5. Cancellation and Termination

Unless stated otherwise in a separate agreement, services operate on a month-to-month basis and are subject to the termination terms below.

• Services operate on a month-to-month basis.
• Either party may terminate services with 30 days' written notice.
• Essential Aero may suspend or terminate services immediately if unsafe conditions exist, access is restricted, or payment is delinquent.

Upon termination, Customer remains responsible for payment of all services rendered through the effective termination date.

6. Data Collection and Usage

Essential Aero robots and systems may collect operational, environmental, and performance data during missions.

Essential Aero may use collected data for reporting, performance improvement, autonomy training, and safety or regulatory documentation.

Essential Aero will not publicly release Customer-identifying data without written consent.

• Imagery (photos and video)
• Positional and mapping data
• Mission logs, path traces, and operational analytics
• Weight, debris, sweep, and coverage metrics

Additional uses may include: providing reporting to the Customer; improving system performance; training autonomy systems and diagnostics in a de-identified manner; supporting safety, regulatory, or operational documentation.

7. Intellectual Property

All hardware designs, autonomy systems, software (including the Essential Commander App), digital platforms, documentation, and associated intellectual property are the exclusive property of Essential Aero.

Customers receive a limited, non-exclusive right to access provided services and reports but obtain no ownership interest in Essential Aero’s technology unless explicitly stated in a separate purchase agreement.

8. Safety, Compliance, and Operating Conditions

Essential Aero adheres to safety protocols for autonomous systems operating in aviation environments.

Customers understand that environmental conditions, airport coordination, and safety constraints may affect operations.

Essential Aero retains full authority to halt or reschedule missions in unsafe or non-compliant conditions.

• Autonomous operations may require coordination with airport management and/or ATC.
• Heavy rain, wind, fog, extreme temperatures, or other environmental factors may prevent safe operation.
• Robots may slow, pause, reroute, or return to base autonomously for safety reasons.

9. Limitation of Liability

To the maximum extent permitted by law, Essential Aero’s liability is limited as described below. These limitations apply regardless of the form of action, including negligence, except where prohibited by law.

• Essential Aero is not liable for consequential, incidental, or indirect damages, including business interruption or lost revenue.
• Essential Aero’s total liability for any claim is limited to the amount paid by the Customer in the preceding 12 months.

10. Indemnification

Each party agrees to indemnify and hold the other harmless from claims, damages, or liabilities arising from its own actions or misuse of systems.

• Its own negligence
• Misuse of equipment or services
• Failure to comply with provided safety guidelines
• Unauthorized modification or operation of Essential Aero equipment

11. Equipment Handling and Ownership

Unless explicitly purchased, all robots, charging stations, disposal units, and related hardware remain the property of Essential Aero.

Customers may not modify, operate independently, or relocate hardware without written permission.

If Customer wishes to transition to ownership or a hybrid model, terms will be defined in a separate agreement.

12. Confidentiality

Both parties agree to maintain the confidentiality of non-public information exchanged during the engagement. Confidential information may be disclosed only as required by law or regulatory authority.

• Pricing
• Technical materials
• Deployment details
• Business plans
• Any non-public information exchanged during the engagement

13. Website Terms & Use

When accessing Essential Aero’s websites or digital tools (including the Essential Commander App), Customers agree to follow usage and security requirements. Essential Aero may update platform features or access policies at any time.

• Use systems only for lawful purposes
• Not attempt to reverse-engineer or interfere with platform functionality
• Maintain confidentiality of login credentials

14. Changes to Terms

Essential Aero may update these Terms periodically. Continued use of services after updates constitutes acceptance of the revised Terms. Customers will be notified of material changes.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to conflict-of-law principles. Any disputes will be resolved in courts located within San Diego County, California.