Emergency Replacement & Loaned Equipment Policy

This Emergency Replacement and Loaned Equipment Policy applies when SkyFlow Agriculture Robotics Inc. (“SkyFlow,” “we,” “us,” or “our”) agrees, at its sole discretion, to provide a temporary replacement, borrowed, loaned, or rental unit because a customer has an urgent operational need and the originally ordered unit is unavailable, delayed, backordered, being prepared, or otherwise not ready for immediate pickup or delivery.

1. Discretionary Emergency Accommodation Only

Emergency replacement, borrowed, loaned, or rental equipment is an accommodation offered only when SkyFlow expressly approves it in writing. It is not guaranteed, it is not part of the standard return or refund policy, and it does not create any obligation for SkyFlow to provide substitute equipment in future orders, delays, or inventory shortages.

SkyFlow may refuse, modify, suspend, or cancel an emergency accommodation at any time if equipment is not available, if payment verification is incomplete, if the customer presents an unacceptable risk, if the intended use is unsafe or unlawful, or if SkyFlow determines that lending equipment would be inappropriate.

2. Replacement Unit Date Controls Pickup, Delivery, and Return Timing

If SkyFlow provides a temporary replacement, borrowed, loaned, or rental unit, the pickup date or delivery date of that replacement unit will be treated as the effective pickup date or delivery date for the customer's order and for the emergency accommodation. If the originally ordered product is eligible for a return window, the 31-day return window begins on the date the temporary replacement unit is picked up, delivered, released to the customer, released to the customer's carrier, or otherwise placed under the customer's control, whichever occurs first. Any agreed rental period, loan period, return deadline, inspection period, risk period, and customer responsibility period also begins on that replacement unit pickup or delivery date, unless SkyFlow confirms a different date in writing.

The later pickup or delivery of the originally ordered unit does not restart, extend, pause, or reset the 31-day return window or the responsibility period for the temporary unit. The customer remains responsible for the temporary unit from the time it is picked up, delivered, released to the customer, released to the customer's carrier, or otherwise placed under the customer's control.

3. Ownership and No Transfer of Title

All borrowed, loaned, temporary replacement, or rental units remain the property of their lawful owner at all times. Unless SkyFlow states otherwise in writing, equipment supplied directly from SkyFlow inventory remains the property of SkyFlow Agriculture Robotics Inc.

If the temporary unit is supplied, sourced, borrowed, or made available through a third-party lending party, dealer, partner, operator, manufacturer, or other equipment owner, that unit remains the property of SkyFlow and/or the applicable lending party. The customer receives only a temporary, limited, revocable permission to possess and use the unit for the approved purpose. No sale, lease-to-own arrangement, security interest release, title transfer, or ownership right is created by possession, delivery, pickup, payment, deposit, or emergency use.

4. Approved Use and Compliance

The customer may use the temporary unit only for the specific emergency purpose approved by SkyFlow. The customer must comply with all manuals, safety instructions, maintenance instructions, battery handling requirements, manufacturer requirements, Transport Canada rules, agricultural application rules, insurance requirements, pesticide label requirements, local bylaws, and all other applicable laws and regulations.

The customer must not modify, disassemble, reconfigure, transfer, sublicense, sublend, rent, pledge, sell, register, export, activate under an unauthorized account, bind to an unauthorized organization, or allow unauthorized persons to operate the temporary unit. The customer must not use the temporary unit for unlawful, reckless, experimental, abusive, or unusually hazardous operations.

5. Return Condition and Customer Duty of Care

The customer must return the temporary unit in the same condition in which it was provided, ordinary wear excepted only if SkyFlow confirms that ordinary wear applies to the specific unit. The returned unit must include all batteries, chargers, controllers, payloads, cables, cases, tools, manuals, software access items, memory cards, mounting hardware, spare parts, and accessories that were supplied with it.

The customer must keep the equipment secure, clean, dry, protected, properly stored, properly charged, and operated only within manufacturer limits. The customer must preserve flight logs, maintenance logs, application logs, error records, images, and other diagnostic records when requested by SkyFlow.

6. Inspection, Damage, Loss, and Payment Before Release

SkyFlow may inspect the temporary unit before the originally ordered package, replacement package, purchased product, exchanged product, repaired product, or any related item is released to the customer. Inspection may include physical inspection, activation review, flight log review, battery cycle review, error code review, payload inspection, accessory count, and functional testing.

The customer is responsible for all damage, loss, theft, disappearance, missing accessories, excessive wear, contamination, crash damage, water damage, chemical damage, battery damage, software lock, account lock, activation problem, reduced value, diagnostic cost, cleaning cost, repair cost, replacement cost, shipping cost, recovery cost, downtime cost, and third-party claim arising while the temporary unit is under the customer's possession, custody, control, or responsibility.

Any damage, loss, missing item, unpaid rental amount, inspection charge, repair charge, replacement charge, or other amount owed must be paid before the customer picks up, receives, or obtains release of the originally ordered package or any related package, to the fullest extent permitted by applicable law. SkyFlow may apply deposits, pre-authorizations, account credits, unpaid refunds, or other amounts owed to the customer against amounts owed for the temporary unit where permitted by law.

7. Agreed Timing, Return Deadline, and Late Charges

The temporary unit must be returned by the deadline stated by SkyFlow. If no deadline is stated, the unit must be returned immediately when the originally ordered unit becomes available for pickup or delivery, when SkyFlow asks for return, or when the emergency purpose ends, whichever occurs first.

If the customer is late by one calendar day or more from any agreed pickup date, return date, delivery date, or exchange date, SkyFlow may charge a late payment amount equal to 10% of the final payment amount per calendar day, beginning on the first day after the agreed date and continuing until the customer has completed the required pickup, return, delivery, exchange, payment, or release condition. This late charge is in addition to any rental charges, daily use charges, recovery costs, lost revenue charges, administrative charges, storage charges, damage charges, replacement charges, and collection costs that may also apply.

Late return or late pickup may also result in suspension of future service, withholding of the customer's package where permitted by law, and collection activity. A late return, late pickup, late delivery, or late exchange does not transfer ownership to the customer.

8. Final Notice, Extended Delay, Setoff, and Collection

If the customer does not return the temporary unit after SkyFlow has made five notice attempts, SkyFlow may treat the matter as an extended delay and a material breach of this policy. Notice attempts may include email, phone call, text message, invoice notice, written demand, courier notice, account notice, or any other reasonable communication method using the customer contact information on file.

After five notice attempts, and to the fullest extent permitted by applicable law, SkyFlow may retain possession of the originally ordered unit, replacement unit, repaired unit, exchanged unit, package, deposit, refund, account credit, or other property or amount otherwise due to the customer as security, setoff, or partial satisfaction of amounts owed. The customer agrees that SkyFlow may apply the value of the ordered unit or any amount paid by the customer toward the customer's outstanding obligations, including late charges, rental charges, use charges, storage charges, repair charges, replacement charges, administrative charges, collection costs, and the value of the unreturned temporary unit.

If the temporary unit is not returned after the five notice attempts, SkyFlow may begin a collection process for the borrowed, loaned, or rental unit at its original purchase price, plus applicable taxes, shipping, recovery costs, legal costs, collection costs, late charges, damage charges, and any other amount permitted by this policy or applicable law. The resulting balance becomes a debt owed by the customer to SkyFlow.

SkyFlow may release the originally ordered unit only after all penalties, late charges, replacement charges, damage charges, collection costs, and other outstanding amounts are paid in full and the temporary unit is returned in acceptable condition. SkyFlow may refuse to release the originally ordered unit if the temporary unit is not returned, if the temporary unit is returned damaged or incomplete, if amounts remain unpaid, if fraud or bad faith is suspected, or if release would prejudice SkyFlow's recovery rights.

9. No Refund Expansion and No Warranty Substitution

Providing a temporary unit does not expand the customer's return, refund, cancellation, exchange, warranty, or price adjustment rights. The original order remains subject to the Return and Refund Policy, Terms of Service, manufacturer warranty, invoice terms, quote terms, and any written agreement applicable to that order.

Temporary use of a replacement unit does not mean the originally ordered unit is defective, late under a guaranteed delivery commitment, or eligible for refund. It also does not mean SkyFlow has accepted liability for lost profits, crop loss, missed jobs, operational downtime, weather windows, contractor charges, regulatory delays, or other consequential losses.

10. Insurance, Risk, and Indemnity

The customer is responsible for maintaining adequate insurance for the temporary unit, its operation, and any activity performed with it. The customer accepts all operational risk associated with possession and use of the temporary unit, including risks arising from pilots, employees, contractors, weather, crops, chemicals, payloads, transport, charging, storage, and jobsite conditions.

The customer agrees to defend, indemnify, and hold harmless SkyFlow Agriculture Robotics Inc., its affiliates, directors, officers, employees, contractors, suppliers, lending parties, and equipment owners from any claim, damage, fine, penalty, loss, injury, crop claim, property damage, regulatory action, or expense arising from the customer's possession, transport, storage, or use of the temporary unit, except to the extent prohibited by applicable law.

11. Governing Law and Dispute Resolution

This policy, any emergency replacement arrangement, and any dispute relating to borrowed, loaned, temporary replacement, or rental equipment are governed by the laws of the Province of Ontario and the federal laws of Canada applicable in Ontario, without regard to conflict of law rules.

The customer agrees that any court proceeding relating to this policy, the temporary unit, the originally ordered unit, unpaid amounts, damage, loss, ownership, possession, setoff, collection, or release of equipment may be brought in the courts of Ontario, and the customer agrees to the jurisdiction of those courts. SkyFlow may also use lawful collection agencies, debt recovery processes, repair liens, warehouse liens, setoff rights, security rights, or other remedies available under Ontario law and applicable Canadian law.

Before starting a court claim where practical, SkyFlow may send a final written demand describing the temporary unit, the ordered unit, the unpaid amount, the required return or payment action, and the deadline to resolve the matter. Nothing in this section prevents SkyFlow from taking urgent action to preserve equipment, recover property, prevent loss, protect legal rights, or comply with law.

12. Written Approval Controls

Emergency replacement arrangements must be confirmed by SkyFlow in writing, which may include email, invoice, quote, order note, signed form, or other written communication. If there is a conflict between this policy and a more specific written emergency replacement agreement signed or confirmed by SkyFlow, the more specific written agreement controls for that transaction.

13. Contact

Questions about emergency replacement, borrowed, loaned, or rental equipment should be sent to [email protected] before the equipment is picked up, delivered, used, or returned.