GENERAL EQUIPMENT RENTAL AND TEMPORARY CLOUDSTATION LICENSE TERMS
YELLOWSCAN Access Program
Effective Date: August 1st
PREAMBLE
YELLOWSCAN, a French simplified joint-stock company (YellowScan SAS) with share capital of €128,973, registered with the Montpellier Trade and Companies Register under number 813 091 543 (EU VAT number FR24813091543), having its registered office at 525 Avenue de Saint Sauveur, 34980 Saint-Clément-de-Rivière (France) (hereinafter “YellowScan”), designs, manufactures, and markets LiDAR systems, sensors, accessories, and software necessary or useful for their operation, including the CloudStation software.
Through the “YELLOWSCAN Access” program, YellowScan offers certain qualified business customers temporary rentals of LiDAR equipment and accessories, subject to the availability of its rental fleet, together with an included Temporary CloudStation License activated by a Token and the related services expressly identified in the Rental Order.
The Equipment consists of high-value, technically sensitive professional equipment that is available in limited quantities and is intended for use solely by qualified operators, in accordance with its intended purpose, the Documentation, and YellowScan’s requirements.
These General Equipment Rental and Temporary CloudStation License Terms (the “Terms”) establish the contractual framework governing transactions entered into under the YELLOWSCAN Access program.
These Terms prevail over any purchasing terms, rental terms, IT terms, order terms, or other unilateral terms issued by the Customer, unless YellowScan expressly accepts such terms in writing in advance.
1. DEFINITIONS
As used in these Terms, the following terms have the meanings set forth below.
1.1 “Customer”: any individual or legal entity acting for business purposes that YellowScan has approved to rent Equipment under the YELLOWSCAN Access program.
1.2 “Equipment”: the hardware products, LiDAR systems, sensors, cameras, drones (if applicable), computers, cases, accessories, Pelicases, mounts, cables, batteries, mounting brackets, QRAs, and other items rented to the Customer and listed in the Rental Order.
1.3 “CloudStation Software” or “Software”: means the CloudStation software developed and licensed by YellowScan, in the version and at the license tier specified in the Rental Order.
1.4 “Temporary CloudStation License”: the personal, non-exclusive, non-assignable, non-transferable, and non-sublicensable right to use CloudStation, activated by a Token and granted as a floating license included with the Equipment rental for the term specified in the Rental Order, in connection with the use of the Equipment and/or the processing of data collected during the rental. Unless the Rental Order expressly provides otherwise, the Temporary CloudStation License consists of one floating license seat permitting only one concurrent use.
1.5 “Token”: the activation key or token provided or reactivated by YellowScan that allows the Software to be activated and marks the start of the Temporary CloudStation License.
1.6 “Documentation”: the instructions, manuals, guides, use restrictions, and procedures for packing, installation, storage, transportation, operation, safety, and use provided by YellowScan.
1.7 “Financial Estimate”: any nonbinding document that YellowScan may provide to the Customer before issuing a Rental Quote to present proposed pricing, technical, or commercial assumptions. A Financial Estimate is not a firm rental offer, a reservation of Equipment, a guarantee of availability, approval of the Customer’s eligibility, or a commitment by YellowScan to enter into the proposed transaction.
1.8 “Rental Quote”: the document issued by YellowScan after reviewing the rental request that sets forth the proposed transaction-specific terms, including the Equipment, Availability Date, Rental Period, Return Deadline, Rental Fee, Total Amount Due Upon Order, applicable transportation charges, options, Security Deposit, included services, specific restrictions, tier and term of the Temporary CloudStation License, applicable training, and, if applicable, cancellation terms. The Rental Quote constitutes a rental offer by YellowScan and remains valid until the date specified in the Rental Quote or, if no date is specified, for seven (7) Calendar Days after its issuance. If the Customer signs the Rental Quote during its validity period, the Customer thereby accepts the offer, places its order, accepts these Terms, and agrees to pay the Total Amount Due Upon Order and provide the Security Deposit in accordance with the terms and deadlines set forth in the Rental Quote and these Terms.
1.9 “Rental Order”: a Rental Quote signed by the Customer during its validity period, which constitutes the transaction-specific terms. The Rental Order supplements these Terms and specifies the terms applicable to the relevant rental. Confirmation of the Equipment reservation and performance of the rental remain subject to YellowScan’s receipt in full of the Total Amount Due Upon Order and to the Security Deposit being duly provided by the applicable deadlines.
1.10 “Pricing Schedule”: any appendix, rate sheet, catalog, table, or pricing document that YellowScan may provide and that may specify Catalog Rates, rental plans, included services, separately billed services, standard uses, uses subject to a customized review, cancellation charges, late-return rates, replacement rates, and estimated transportation charges or flat fees by destination or geographic area. A Pricing Schedule is contractually binding for a transaction only if it is expressly incorporated by reference into or attached to the Rental Order signed by the Parties. Any transportation charges or flat fees stated in a Pricing Schedule remain subject to confirmation based on the destination, mode of transportation, logistical requirements, and characteristics of the relevant Equipment.
1.11 “Catalog Rates”: any rates, rate sheets, brochures, commercial webpages, nonbinding offers, or presentation materials that YellowScan may provide or publish for the YELLOWSCAN Access program. Catalog Rates are for informational purposes only. Only the prices, pricing terms, and services expressly stated in the Rental Order are binding.
1.12 “Rental Fee”: the pre-tax amount specified in the Rental Order for the rental of the Equipment and the included Temporary CloudStation License. Unless the Rental Order expressly provides otherwise, the Rental Fee excludes the Security Deposit, the price of the Flex Option, transportation charges, applicable taxes, and separately billed services or options.
1.13 “Total Amount Due Upon Order”: the total amount payable by the Customer after signing the Rental Quote, including the Rental Fee, the price of the Flex Option (if any), separately billed options or services, transportation charges when applicable and expressly stated in the Rental Order, and applicable taxes, but excluding the Security Deposit unless the Rental Order provides otherwise.
1.14 “Security Deposit”: any amount, credit card authorization hold, guarantee, or other financial security mechanism accepted by YellowScan to secure the Customer’s performance of its obligations and payment of all amounts owed in connection with the performance or nonperformance of the Rental Order and these Terms. The Security Deposit must be provided by the deadline stated in the Rental Order or, if none is stated, by the deadline specified in Section 3.4, in the amount and form set forth in the Rental Order, unless YellowScan expressly agrees otherwise.
1.15 “Availability Date”: the date on which YellowScan makes the Equipment available to the Customer in accordance with the Rental Order. Depending on the applicable delivery method, the Availability Date is the date on which the Equipment is physically handed over to the Customer, made available for pickup, delivered or first tendered for delivery by the carrier arranged by YellowScan at the address specified in the Rental Order, or any other date expressly specified in the Rental Order. If delivery or handover cannot occur due to any act or omission attributable to the Customer, the Availability Date will be deemed to be the date on which delivery, handover, or the first delivery attempt should have occurred.
1.16 “Rental Period”: the period during which the Customer is authorized to possess and use the Equipment. The Rental Period begins on the Availability Date and ends at the Return Deadline.
1.17 “Return Deadline”: the date and time specified in the Rental Order by which the Equipment must have been delivered to the carrier designated by YellowScan or physically returned to YellowScan, in accordance with the Rental Order and these Terms, complete, properly packed, and accompanied by all accessories.
1.18 “Flex Cancellation Option” or “Flex Option”: a paid option that, if purchased under the Rental Order, entitles the Customer to preferential cancellation terms before the Availability Date, subject to the limitations set forth in these Terms.
1.19 “Platform”: any drone, piloted aircraft, ultralight aircraft, helicopter, light airplane, or other platform designed to carry or transport the Equipment.
1.20 “Mandatory Training”: the Equipment and/or Software familiarization training required by YellowScan for the Customer, as provided in the Rental Order, the Documentation, or YellowScan’s instructions.
1.21 “Pre-Rental Inspection”: the verification, inventory, inspection, photography, testing, packing, or preparation activities performed by YellowScan before making the Equipment available.
1.22 “Return Inspection”: the verification, inventory, inspection, photography, testing, diagnostic review, shock-sensor reading, comparison against the Pre-Rental Inspection, and, if applicable, calibration or technical validation performed by YellowScan after physically receiving the Equipment.
1.23 “Calendar Day”: every calendar day, including Saturdays, Sundays, and public holidays.
1.24 “Business Day”: any Monday through Friday, excluding public holidays in France and days on which YellowScan is closed.
2. SCOPE – CONTRACT DOCUMENTS – ACCEPTANCE
These Terms apply to each rental of Equipment entered into by YellowScan under the YELLOWSCAN Access program and to each Temporary CloudStation License associated with that rental.
These Terms apply exclusively to business-to-business transactions. The Customer represents that it is entering into the transaction for purposes of its business activities.
Unless otherwise expressly agreed in writing, the following contract documents apply in the following order of precedence:
(a) the Rental Order and its attachments;
(b) these Terms;
(c) the Pricing Schedule, if expressly incorporated by reference into or attached to the Rental Order;
(d) the Documentation; and
(e) the technical documents, safety instructions, packing guides, pre-rental and return inspection procedures, transportation instructions, and return instructions provided by YellowScan.
In the event of any conflict, the Rental Order will prevail over these Terms, but only with respect to the variable terms expressly specified in the Rental Order.
The Customer may accept these Terms by handwritten or electronic signature, electronic acceptance, signing a Rental Quote or Rental Order stating that these Terms apply, or any other unambiguous method of acceptance.
The Customer acknowledges that these Terms were provided or made available to it before it signed the Rental Quote.
These Terms exclusively govern YELLOWSCAN Access transactions. YellowScan’s General Terms and Conditions of Sale continue to apply to product sales, Annual Licenses, Perpetual Licenses, Demo Licenses, MCO Services, online orders, and transactions not expressly included in the YELLOWSCAN Access program.
PART I – EQUIPMENT RENTAL
3. CONTRACT FORMATION – ORDER – RESERVATION
3.1 Rental Request and Minimum Review Period
The Customer may submit a rental request to YellowScan for specified Equipment, dates, destination, use, Platform, or configuration.
Unless YellowScan expressly agrees to an exception, YellowScan will not accept a rental request for processing if the requested Availability Date is less than five (5) Business Days after YellowScan receives a complete request containing all information required for the operational, logistical, financial, risk-coverage, and technical review of the transaction.
YellowScan may reject any request that is incomplete, untimely, or incompatible with availability, preparation, transportation, training, risk-coverage, destination, or support requirements.
3.2 Preliminary Financial Estimate
YellowScan may provide the Customer with a Financial Estimate or other preliminary document presenting indicative pricing, duration, Equipment, services, or service-delivery terms.
Any such document is provided for informational purposes only. It is not a firm rental offer, a reservation of Equipment, a guarantee of availability, approval of the Customer’s eligibility, or a commitment by YellowScan to enter into the proposed transaction.
3.3 Issuance and Signature of Rental Quote
After YellowScan has reviewed and approved the Customer’s request, YellowScan will issue a Rental Quote based on the information provided by the Customer, Equipment availability, the requested configuration, destination, Rental Period, arrangements for making the Equipment available, transportation constraints, Mandatory Training, the Security Deposit, and other applicable financial security requirements, and, more generally, the operating conditions applicable to the proposed transaction.
The Rental Quote sets forth the proposed transaction-specific terms, constitutes a rental offer by YellowScan, and is delivered to the Customer for signature.
The Rental Quote remains valid until the date specified in the Rental Quote or, if no date is specified, for seven (7) Calendar Days after its issuance. The Customer’s signature of a Rental Quote after its validity period expires will not bind YellowScan unless YellowScan expressly accepts it.
By signing the Rental Quote during its validity period, the Customer accepts the offer, places its order, accepts these Terms, and thereby forms the Rental Order, which constitutes the transaction-specific terms.
3.4 Payment, Security Deposit, and Automatic Expiration of the Rental Order
The Customer must pay the Total Amount Due Upon Order and provide the Security Deposit in accordance with the Rental Order and these Terms.
The Total Amount Due Upon Order must be paid, and the Security Deposit must be provided, by the deadline stated in the Rental Order. If no specific deadline is stated, both must be completed within seven (7) Calendar Days after the Customer signs the Rental Quote.
Unless YellowScan has received the Total Amount Due Upon Order in full and the Security Deposit has been duly provided by the applicable deadline, the Rental Order will automatically cease to have effect, without notice or other formality, without compensation to the Customer, and without any obligation on YellowScan’s part to maintain the commercial terms originally proposed. YellowScan may reallocate the Equipment to any other transaction.
3.5 Reservation Confirmation and Rental Performance
The Equipment reservation is not confirmed until YellowScan has received the Total Amount Due Upon Order in full and the Security Deposit has been duly provided.
Before the reservation is confirmed, YellowScan has no obligation to hold the Equipment, ship it, arrange transportation, provide the Mandatory Training, deliver or reactivate the Token, or make any related services available.
Once the reservation is confirmed, YellowScan will carry out the steps necessary to perform the rental in accordance with the Rental Order and these Terms.
3.6 Equipment Unavailability After Confirmed Reservation
If, after the reservation is confirmed, the Equipment becomes unavailable for a reason not attributable to the Customer, YellowScan may offer the Customer either equivalent replacement Equipment or cancellation of the transaction, in which case YellowScan will refund the amounts received for the unperformed rental, with no additional compensation.
4. ELIGIBLE CUSTOMERS – CONDITIONS OF USE
The YELLOWSCAN Access program is limited to business customers that YellowScan determines have sufficient expertise to handle, integrate, operate, and return the Equipment under conditions consistent with its value, fragility, intended purpose, operational safety, and YellowScan’s requirements.
YellowScan’s issuance of a Rental Quote for signature by the Customer constitutes approval for the Customer to participate in the YELLOWSCAN Access program solely for the relevant transaction, based on the information available to YellowScan at that time and subject to payment in full of the Total Amount Due Upon Order, provision of the Security Deposit, and completion of the Mandatory Training, if applicable.
This approval is neither a general or permanent approval of the Customer nor a waiver of YellowScan’s right to reject or terminate the transaction if later information reveals, or gives YellowScan reasonable grounds to anticipate, an issue relating to the Customer’s expertise, Platform compatibility, the proposed conditions of use, operational safety, risk coverage, transportation, training, or payment of amounts due.
If the Rental Order expressly identifies the individuals authorized to use the Equipment, the Customer must not permit any other person to use the Equipment without YellowScan’s prior written consent.
The Equipment may be used only with the Platform, configuration, and accessories, and only within the territory and under the conditions of use specified in the Rental Order or the Documentation or expressly approved by YellowScan.
The Customer is solely responsible for obtaining and maintaining all approvals, filings, certifications, insurance, authorizations, licenses, permits, qualifications, validations, access rights, flight permits, overflight authorizations, recording authorizations, and import, export, and use authorizations and formalities required to use the Equipment and the Platform in the applicable country and operating conditions.
5. EQUIPMENT – OWNERSHIP – PRE-RENTAL CONDITION
YellowScan remains the sole owner of the Equipment. The Customer receives only a personal, temporary, non-exclusive, and non-assignable right to possess and use the Equipment during the agreed Rental Period. The Customer receives no ownership interest, purchase right, right of first refusal, or right to any particular serial number.
The Customer must not remove, conceal, modify, or alter any trademarks, serial numbers, seals, shock sensors, labels, or ownership notices affixed to the Equipment.
Before the Equipment is made available, picked up, handed over, or shipped, YellowScan will conduct a Pre-Rental Inspection, which may include visual inspections, photographs, functional testing, an accessory check, a battery check, a packing check, shock-sensor readings, and any other inspection YellowScan considers appropriate.
The Pre-Rental Inspection establishes the baseline condition of the Equipment before it is made available. It does not constitute a guarantee that the Equipment will perform under all of the Customer’s conditions of use.
The Pre-Rental Inspection report will be provided or made available to the Customer or the person designated by the Customer to pick up or receive the Equipment.
Unless the Customer gives YellowScan specific and substantiated written notice of any objections no later than twenty-four (24) hours after pickup, handover, or receipt of the Equipment, the Customer will be deemed to have accepted the Pre-Rental Inspection, which will constitute evidence of the Equipment’s condition, contents, and completeness at dispatch, except with respect to latent defects or discrepancies that could not reasonably have been detected within that period.
6. RENTAL PERIOD – EQUIPMENT AVAILABILITY – DAILY PLAN
The Rental Period is specified in the Rental Order. It begins on the Availability Date and ends at the Return Deadline.
The Availability Date is the date on which the Equipment becomes available to the Customer in accordance with the Rental Order, including by physical handover, delivery, the first delivery attempt by the carrier arranged by YellowScan, or availability for pickup.
If delivery, handover, or pickup cannot occur because of the Customer’s absence or refusal, inaccurate information, missing documentation, unavailability, or any other act or omission attributable to the Customer, the Rental Period will begin on the date on which delivery, handover, the first delivery attempt, or pickup should have occurred.
For rentals under a “Daily” rate plan or short-term rentals identified as such in the Rental Order, the Availability Date may be scheduled only from Monday through Thursday, between 9:00 a.m. and 5:00 p.m., excluding public holidays and days on which YellowScan is closed, unless YellowScan expressly agrees otherwise.
The Customer is solely responsible for selecting a Rental Period that accommodates its use, training, transportation, and Equipment return requirements.
Any extension, new reservation, or change to the rental dates approved by YellowScan requires a new Rental Order or a written amendment to the then-current Rental Order.
The Return Deadline is a material term of the rental in light of the Equipment’s value and limited availability, the inspection procedures required upon its return, and any subsequent reservations that may be scheduled.
7. RENTAL FEES – PRICING TERMS – PAYMENT
The Rental Fee, Total Amount Due Upon Order, and any applicable transportation charges are the amounts expressly stated in the Rental Order.
Unless YellowScan expressly agrees otherwise, the Total Amount Due Upon Order becomes payable when the Customer signs the Rental Quote and, in all events, must be paid by the deadline stated in the Rental Order or, if no deadline is stated, within seven (7) Calendar Days after signature.
Unless the Rental Order provides otherwise, prices exclude all taxes, duties, import taxes, re-export charges, freight-forwarder fees, storage fees, detention charges, customs fees, and other special charges.
Any Catalog Rates and Pricing Schedule provided or published by YellowScan are for informational purposes only and do not constitute a firm offer to contract at the prices stated in them. Only the prices expressly stated in the Rental Order are binding.
If a rental plan is described as “all-inclusive,” the Total Amount Due Upon Order includes only those services expressly identified as included in the Rental Order.
Any service, option, destination, configuration, in-person training, enhanced support, on-site assistance, administrative or customs formality, special technical preparation, nonstandard calibration, technical validation, replacement, repair, transportation, special transportation, logistics service, or other service not expressly included in the Rental Order will be billed separately. No transportation charge is payable if the transaction does not require transportation arranged by YellowScan, except for any logistics charge or service expressly specified in the Rental Order.
The Customer is responsible for the travel, transportation, lodging, and meal expenses of YellowScan personnel providing in-person training, on-site training, assistance, or related services, as provided in the Rental Order or, if the Rental Order is silent, upon presentation of supporting documentation.
Any late payment of an amount due under the Rental Order or these Terms will automatically, without prior notice, accrue late-payment penalties calculated in accordance with Article L. 441-10 of the French Commercial Code and the fixed recovery-cost fee provided for in Article D. 441-5 of the French Commercial Code, without limiting YellowScan’s right to recover additional, documented collection costs that exceed the fixed fee.
8. SUPPORT – MANDATORY TRAINING – RELATED SERVICES
8.1 Support
If a rental plan includes support, training, or any related service, their respective scope, duration, access procedures, hours, communication channels, and limitations are as specified in the Rental Order or, if applicable, the applicable Pricing Schedule.
Unless the Rental Order provides otherwise, support consists of remote assistance provided only on Business Days during YellowScan’s normal business hours, on a reasonable-efforts basis.
YellowScan does not provide troubleshooting, remote diagnostics, technical assistance, or other support on weekends, public holidays, or days on which YellowScan is closed.
Any reference to “unlimited” support, next-business-day service, rapid replacement, priority assistance, or premium service applies only within the scope expressly specified in the Rental Order and is subject to YellowScan’s technical, logistical, staffing, equipment, customs, and operational availability.
8.2 Mandatory Training
Completion of the Mandatory Training is a material condition of the Customer’s use of the Equipment, unless YellowScan expressly grants a waiver based on prior training, the Customer’s experience, or YellowScan training already completed and validated for the relevant LiDAR system, Equipment model, or configuration.
The Customer must ensure that each person who will use, handle, integrate, or operate the Equipment completes the Mandatory Training in accordance with the Rental Order, the Documentation, or YellowScan’s instructions.
Participation in the Mandatory Training must be documented by a sign-in, a signed attendance record, or electronic confirmation of participation. The Mandatory Training is successfully completed only if the participant achieves the minimum score required by YellowScan upon completion of the applicable training program, e-learning module, test, questionnaire, or assessment.
Successful completion of the Mandatory Training does not expire. It is, however, strictly limited to the LiDAR system, Equipment model, or configuration for which it was obtained.
Accordingly, YellowScan may require supplemental training, abbreviated refresher training, access to e-learning modules, or renewed validation if there is a change in the LiDAR system or Equipment model, a materially different configuration, or proposed conditions of use that warrant such training in light of operational safety or developments affecting the Equipment, Software, or Documentation.
The Customer acknowledges that YellowScan may retain records of attendance, sign-in, electronic validation, and scores and may use those records in connection with any incident, loss event, safety issue, dispute concerning use of the Equipment, or claim under the applicable risk coverage.
The Mandatory Training is an internal familiarization program for the Equipment and/or Software. It does not replace any regulatory qualification or certification, governmental authorization, professional requirement, or aviation training for which the Customer remains solely responsible.
If the Mandatory Training is not completed, the applicable attendance record is not signed, or the required minimum score is not achieved, YellowScan may refuse or delay making the Equipment available, providing or reactivating the Token, providing support, or performing any related service. If the failure is attributable to the Customer, the Customer will not be entitled to a refund of the Rental Fee.
9. SECURITY DEPOSIT
A Security Deposit is required for each YELLOWSCAN Access transaction unless YellowScan expressly agrees otherwise.
The Security Deposit must be provided by the deadline stated in the Rental Order or, if none is stated, by the deadline specified in Section 3.4, in the amount and form stated in the Rental Order. It may be provided by wire transfer, credit card authorization hold, guarantee, or any other method accepted by YellowScan.
The amount of the Security Deposit is stated in the Rental Quote and, once signed, in the Rental Order. No value-added tax is due when the Security Deposit is provided. If any amount is subsequently applied against the Security Deposit, its tax treatment will depend on the nature of the secured or applied amount.
The Security Deposit is separate from the Rental Fee, the Total Amount Due Upon Order, applicable taxes, any insurance, and any amount due for damage, delay, failure to return the Equipment, or other breach of contract. The Security Deposit does not bear interest for the Customer’s benefit.
The Security Deposit secures the Customer’s performance of its obligations, including payment of any amounts the Customer may owe YellowScan for nonpayment, delay, failure to return the Equipment, incomplete return, damage, loss, theft, missing accessories, diagnostic charges, repair charges, return charges, cleaning charges, restoration charges, or replacement of the Equipment.
The Security Deposit does not limit the Customer’s liability and does not constitute full and final settlement or discharge of the Customer’s obligations. If the amounts owed by the Customer exceed the Security Deposit, YellowScan retains the right to recover the difference.
After giving written notice to the Customer, YellowScan may apply the Security Deposit against any amount due under the contract.
The remaining Security Deposit will be returned after the Equipment has been returned in full, the Return Inspection has been completed, all amounts due have been paid, and, if applicable, any remaining amounts payable by the Customer have been determined.
If technical inspections, appraisals, diagnostics, communications with an insurer, or coverage procedures are required, YellowScan may defer the return of all or part of the Security Deposit until those activities have been completed within a reasonable period.
10. CANCELLATION – FLEX OPTION – RESCHEDULING
10.1 General Rule
Once the Rental Order has been formed, YellowScan has received the Total Amount Due Upon Order, and the Security Deposit has been provided, the Equipment reservation is confirmed. The Customer may cancel the rental only in accordance with this Section and only before the Availability Date.
The rental begins on the Availability Date. As of that date, the Customer has no right to cancel or terminate the rental early without YellowScan’s prior written consent.
Any interruption of use, decision not to use the Equipment, or early return will not affect the Customer’s obligation to pay all amounts due for the transaction.
10.2 Cancellation Before the Availability Date
The Customer must notify YellowScan of any cancellation in writing. The cancellation date is the date on which YellowScan receives the written cancellation request.
Cancellation is permitted only until the Availability Date. The rental begins on the Availability Date, and no cancellation will be effective on or after that date without YellowScan’s prior written consent.
If YellowScan accepts a cancellation request, or the Customer validly exercises its cancellation right, before the Availability Date, any refund of amounts paid will be determined in accordance with these Terms, the Rental Order, and, if applicable, the applicable Pricing Schedule.
10.3 Cancellation Without the Flex Option
If the Customer has not purchased the Flex Option, a cancellation by the Customer before the Availability Date will result in a partial refund of the Rental Fee in accordance with the following schedule:
| Rental Period | Date Cancellation Request Is Received | Refund of Rental Fee |
| 1 to 3 Calendar Days | More than 7 Calendar Days before the Availability Date | 90% refund |
| Between 7 and 4 Calendar Days before the Availability Date | 75% refund | |
| Less than 4 Calendar Days but at least 48 hours before the Availability Date | 50% refund | |
| Less than 48 hours before the Availability Date | No refund | |
| 4 to 10 Calendar Days | More than 21 Calendar Days before the Availability Date | 90% refund |
| Between 21 and 15 Calendar Days before the Availability Date | 75% refund | |
| Between 14 and 8 Calendar Days before the Availability Date | 50% refund | |
| Between 7 Calendar Days and 72 hours before the Availability Date | 25% refund | |
| Less than 72 hours before the Availability Date | No refund | |
| More than 10 Calendar Days | More than 30 Calendar Days before the Availability Date | 90% refund |
| Between 30 and 21 Calendar Days before the Availability Date | 75% refund | |
| Between 20 and 10 Calendar Days before the Availability Date | 50% refund | |
| Between 9 Calendar Days and 5 hours before the Availability Date | 25% refund | |
| Less than 5 days before the Availability Date | No refund |
The amounts retained by YellowScan under this Section compensate YellowScan for reserving the Equipment for the Customer, the resulting unavailability of the Equipment to other customers, the allocation of personnel, preparation costs, and disruption caused by the cancellation.
No portion of the Rental Fee will be refunded if YellowScan receives the cancellation request on or after the Availability Date. The rental begins on that date, and the Customer has no right to cancel or terminate it early without YellowScan’s prior written consent.
10.4 Cancellation With the Flex Option
The Flex Option is a paid option purchased when the Customer signs the Rental Quote and, if applicable, confirmed in the Rental Order.
The Flex Option may be purchased only if the Customer signs the Rental Quote sufficiently in advance of the Availability Date for the applicable Flex cancellation schedule to apply.
If the Flex Option is purchased, the Customer will be entitled to the preferential cancellation terms set forth below for cancellations made before the Availability Date.
The applicable cancellation category is specified in the Rental Order. If no category is specified, it will be determined as follows:
| Rental Period | Cancellation Meeting the Applicable Flex Notice Requirement | Cancellation Not Meeting the Applicable Flex Notice Requirement |
| 1 to 3 Calendar Days | 100% refund of the Rental Fee if cancellation is received at least 48 hours before the Availability Date | 75% refund of the Rental Fee if cancellation is received less than 48 hours before the Availability Date |
| 4 to 10 Calendar Days | 100% refund of the Rental Fee if cancellation is received at least 5 Calendar Days before the Availability Date | 85% refund of the Rental Fee if cancellation is received less than 5 Calendar Days before the Availability Date |
| More than 10 Calendar Days | 100% refund of the Rental Fee if cancellation is received at least 10 Calendar Days before the Availability Date | 85% refund of the Rental Fee if cancellation is received less than 10 Calendar Days before the Availability Date |
The price of the Flex Option is nonrefundable in all circumstances.
The Flex Option does not give the Customer any right to reschedule, any priority for a new reservation, any right to retain the original price, or any right to cancel or terminate early after the Availability Date.
10.5 Rescheduling
The Customer has no automatic right to reschedule the rental, whether or not it purchased the Flex Option.
YellowScan must expressly approve any request to reschedule or change the Rental Period. Any approved change may require the issuance and signature of a new Rental Quote or a written amendment to the original Rental Order.
11. TRANSPORTATION – DELIVERY – RETURN – HAZARDOUS MATERIALS
11.1 General
If the transaction requires outbound and/or return transportation, YellowScan will arrange it, either directly or through a professional carrier selected or approved by YellowScan, subject to the destinations, methods, and terms expressly accepted by YellowScan in the Rental Order.
YellowScan does not physically transport the Equipment itself. YellowScan’s role is limited to arranging, coordinating, or procuring the transportation of the Equipment in accordance with the Rental Order, without limiting the Customer’s obligations regarding preparation, receipt, information, cooperation, and compliance with instructions.
Transportation charges apply only if transportation is required and arranged by YellowScan. They are not automatically included in the Rental Fee. Their amount will be stated in the Rental Order based on factors including the destination, mode of transportation, outbound and return transportation requirements, hazardous materials requirements, customs requirements, timing, and characteristics of the Equipment. Any transportation rates or flat fees that YellowScan may provide, including for geographic areas such as France or Germany, are for informational purposes only unless expressly stated in the Rental Quote delivered to the Customer for signature.
The Customer must provide YellowScan with complete and accurate information regarding the delivery address, return address, site-access restrictions, contact details, availability to receive and tender the Equipment for pickup, customs requirements, administrative formalities, and any other circumstance that may affect transportation of the Equipment.
11.2 Delivery and Availability Date
If YellowScan arranges outbound transportation, the Availability Date will be, as applicable, the date on which the Equipment is delivered, first tendered for delivery by the carrier at the address stated in the Rental Order, or otherwise expressly agreed in the Rental Order.
If delivery or the first delivery attempt cannot occur because of an act or omission attributable to the Customer, including the Customer’s absence, an inaccurate or incomplete address, missing information or documentation, refusal to accept delivery, inability to access the site, or a formality not completed by the Customer, the Availability Date will be deemed to have occurred on the date on which delivery or the first delivery attempt should have occurred.
If a delivery delay results from the carrier, a force majeure event, a customs issue not attributable to YellowScan, a governmental decision, or an event beyond YellowScan’s reasonable control, YellowScan may propose an adjustment to the Rental Period, a new Availability Date, or any other reasonable solution consistent with Equipment availability. YellowScan will not be liable for any consequential damages, business interruption losses, loss of a project or mission, or the Customer’s external costs.
11.3 Return Transportation
Unless the Rental Order provides otherwise, YellowScan or a carrier designated by YellowScan will arrange return transportation.
The Customer must prepare, pack, and document the Equipment and make it available to the carrier designated by YellowScan on the date, at the time and address, and in accordance with the instructions provided by YellowScan.
For purposes of determining whether the Equipment was returned late, the Customer will be deemed to have timely performed its return obligation if the complete and properly packed Equipment, together with all required documents, is delivered to the carrier designated by YellowScan before the Return Deadline, provided that the Customer has strictly complied with YellowScan’s return and transportation instructions.
Delivery of the Equipment to the carrier does not constitute approval of the Equipment’s condition, completeness, or conformity. Return of the Equipment is complete and final only after YellowScan physically receives the Equipment and completes the Return Inspection.
The Customer remains responsible for any delay, refusal of carriage, damage in transit, loss, hold, charge, penalty, exclusion from coverage, or damage resulting from inadequate packing or preparation, missing documentation, an inaccurate declaration, failure to comply with YellowScan’s instructions, or any other act or omission attributable to the Customer.
11.4 Return Shipping Instructions and Hazardous Materials
The Customer acknowledges that returning the Equipment may involve shipping items subject to specific requirements, including dangerous goods transportation requirements, particularly when batteries or similar equipment are involved.
The Customer must strictly comply with YellowScan’s shipping, packing, labeling, declaration, documentation, battery charge or discharge, accessory-securing, and carrier handover instructions.
The Customer must not arrange return transportation itself, change the designated carrier, substitute unapproved packaging, omit required information, or ship the Equipment before receiving and complying with YellowScan’s return instructions.
The Customer is responsible for any additional cost, delay, refusal of carriage, fine, hold, damage, loss, exclusion from coverage, or other issue resulting from failure to comply with those instructions.
11.5 Photographic Record Before Return
Before delivering the Equipment to the return carrier, the Customer must create a photographic record of the Equipment, its accessories, its internal packing, and its external packaging.
The Customer must provide the photographs to YellowScan as YellowScan directs or, if YellowScan has not provided instructions, retain them and provide them upon request.
The absence or insufficiency of the photographic record, or its late delivery, may be considered in determining the Equipment’s condition, the adequacy of its packaging, the cause of any damage, and any amounts chargeable to the Customer.
11.6 Customs and Administrative Formalities
YellowScan will be responsible for customs formalities, temporary import formalities, re-export formalities, air transportation documents, authorizations, certificates, declarations, duties, taxes, customs charges, freight-forwarder charges, storage charges, hold charges, clearance charges, or charges resulting from incomplete or inaccurate documentation only if they are expressly included and identified as such in the Rental Order.
Unless expressly provided otherwise, the Customer is responsible for all such charges, duties, taxes, formalities, and costs if they result from the destination, conditions of use, information provided by the Customer, formalities required for the transaction, missing documentation, an incorrect address, delay in providing information, or failure to comply with YellowScan’s instructions.
12. USE OF EQUIPMENT – CUSTOMER’S OPERATIONAL RESPONSIBILITIES
The Customer must use the Equipment in accordance with its intended purpose, the Documentation, YellowScan’s instructions, generally accepted professional standards, and all applicable laws and regulations.
The Customer is solely responsible for the operational use of the Equipment, including flight, data-capture, assembly, disassembly, storage, and safety operations; governmental authorizations; weather conditions; the operating environment; third-party rights; and the protection of persons, property, and data.
Without limiting the foregoing, the Customer must not:
(a) use the Equipment with any incompatible or unauthorized Platform, configuration, or accessories;
(b) use the Equipment under weather, temperature, geographic, or environmental conditions that may damage it;
(c) modify, disassemble, open, repair, reconfigure, or calibrate the Equipment, or permit any third party to work on it, without YellowScan’s prior written consent;
(d) remove or alter any seal, shock sensor, serial number, ownership notice, or tracking device; or
(e) use the Equipment for any unlawful or dangerous purpose, contrary to the Documentation, or in any manner that may harm YellowScan’s reputation or rights.
The Customer must store the Equipment in a dry, clean, secure, and stable location protected from impact, dust, vibration, extreme temperatures, humidity, theft, fire, and unauthorized handling.
The Customer must immediately notify YellowScan of any impact, crash, loss, theft, anomaly, incident, loss event, shock-sensor activation, or malfunction.
The Customer must discontinue use whenever the Equipment’s safety, integrity, or proper operation may be affected and must cooperate with any claim, appraisal, return, diagnostic review, information request, coverage process, or other appropriate procedure.
13. RETURN – LATE RETURN – FAILURE TO RETURN
13.1 Return Deadline and Completion of Return
The Customer must return the Equipment to YellowScan no later than the Return Deadline specified in the Rental Order.
The Customer acknowledges that the Return Deadline is a fixed, material, and essential deadline for the rental. The Parties agree that, upon expiration of the Return Deadline, the obligation to return the Equipment becomes immediately due and the mere fact that the obligation has become due constitutes formal notice to the Customer to return the Equipment, without demand, reminder, or prior notice.
If YellowScan arranges return transportation, the Customer must deliver the Equipment to the carrier designated by YellowScan before the Return Deadline in accordance with Section 11.
If the Rental Order requires physical return directly to YellowScan, YellowScan must physically receive the Equipment at the address specified in the Rental Order before the Return Deadline.
Timely delivery to the carrier designated by YellowScan establishes only that the Customer is not responsible for a late return. It does not constitute approval of the Equipment’s condition, completeness, or conformity.
Return of the Equipment is complete and final only after YellowScan physically receives the Equipment and completes the Return Inspection.
13.2 Condition Upon Return
The Equipment must be returned complete, clean, unmodified, and properly packed in its original packaging or other approved or equivalent packaging, together with all accessories, cables, batteries, mounts, devices, documents, computers, cards, adapters, Pelicases, mounting brackets, QRAs, and other items listed in the Rental Order or Pre-Rental Inspection.
After physically receiving the Equipment, YellowScan will conduct a Return Inspection, which may include a visual inspection, comparison with the Pre-Rental Inspection, shock-sensor readings, an inventory, a static test, an endurance test, a diagnostic review, an accessory check, and, if YellowScan considers it necessary, calibration or technical validation.
The Customer is responsible for all diagnostic, repair, replacement, cleaning, or restoration charges made necessary by any impact, crash, fall, shock-sensor activation, missing accessory, nonconformity, inadequate packaging, misuse, unauthorized intervention, or other breach attributable to the Customer. YellowScan may apply the corresponding amounts against the Security Deposit without limiting its right to recover any amount exceeding the Security Deposit.
13.3 Late Return
Any delay will be calculated from the Return Deadline.
If the Equipment has not been delivered to the carrier designated by YellowScan or physically received by YellowScan, as applicable, before the Return Deadline, YellowScan may assess a fixed Equipment unavailability charge.
Unless a different rate is specified in the Rental Order or the applicable Pricing Schedule, the fixed Equipment unavailability charge for each commenced twenty-four-hour period will equal the applicable Equipment’s reference daily rate increased by 50%.
Beginning on the fourth Calendar Day of delay, the fixed Equipment unavailability charge for each commenced twenty-four-hour period will equal the applicable Equipment’s reference daily rate increased by 100%.
The reference daily rate is the rate specified in the Rental Order or the applicable Pricing Schedule.
The fixed Equipment unavailability charge compensates for the unavailability of the Equipment, logistical disruption, rescheduling activities, loss of availability to other customers, and the potential effect of the delay on subsequent reservations.
The Customer will not owe a fixed Equipment unavailability charge if it establishes that, before the Return Deadline, it delivered the complete Equipment, properly packed and documented in accordance with YellowScan’s instructions, to the carrier designated by YellowScan, unless the transportation delay or failure results from an act or omission attributable to the Customer.
13.4 Extended Failure to Return
If, for a reason attributable to the Customer, the Equipment has not been delivered to the carrier designated by YellowScan or physically returned to YellowScan in accordance with the Rental Order within seven (7) Calendar Days after the Return Deadline, the failure will constitute an extended failure to return and a serious breach of the Customer’s obligations.
Causes attributable to the Customer include failure to deliver the Equipment to the designated carrier, late or incomplete delivery, inadequate packing or preparation, missing documentation, an inaccurate declaration, failure to comply with shipping or return instructions, refusal to tender the Equipment to the carrier, the Customer’s unavailability, an address error, or any other circumstance within the Customer’s control.
In that event, without first being required to terminate the rental early, YellowScan may:
(a) disable the Token and all CloudStation access associated with the transaction;
(b) submit a claim to the insurer or any other relevant organization;
(c) apply all or part of the Security Deposit against amounts owed by the Customer;
(d) charge the Customer an amount equal to the cost of replacing any Equipment not returned with equivalent new equipment, less any amounts actually paid under the applicable risk coverage; and
(e) take any appropriate action, whether through informal resolution efforts, protective or interim measures, insurance procedures, or court or other legal proceedings, to obtain return of the Equipment, payment of amounts due, and/or compensation for its losses.
If the Customer establishes that it delivered the complete Equipment, properly packed and documented in accordance with YellowScan’s instructions, to the carrier designated by YellowScan before the Return Deadline, YellowScan may charge the Customer the replacement value for nonreceipt of the Equipment only if the loss, damage in transit, hold, refusal of carriage, or nonreceipt results from an act or omission attributable to the Customer.
Charging the replacement amount does not constitute a sale of the Equipment to the Customer, does not transfer title to the Equipment, and does not waive YellowScan’s right to obtain its actual return if return remains possible.
14. EQUIPMENT MALFUNCTION NOT ATTRIBUTABLE TO THE CUSTOMER
If the Equipment malfunctions during the Rental Period, the Customer must immediately notify YellowScan, discontinue use whenever continued use may aggravate the damage or compromise operational safety, and comply with YellowScan’s diagnostic, safekeeping, return, or replacement instructions.
If a diagnostic review establishes that the malfunction is not attributable to the Customer or its employees, service providers, subcontractors, carriers, or authorized users, or to misuse, impact, a fall, a crash, mishandling, inadequate storage, unauthorized intervention, an unapproved configuration, or failure to comply with the Documentation, YellowScan will select the remedy it considers most appropriate in light of technical, logistical, and availability constraints: repair of the Equipment; replacement with equipment that is equivalent or has similar specifications; or, if neither remedy is available, a refund or credit for the portion of the Rental Fee allocable to the period of unavailability caused by the malfunction.
If a malfunction not attributable to the Customer requires an early return of the Equipment at YellowScan’s request, YellowScan will reimburse or pay the reasonable return transportation charges, using the procedures and carriers designated by YellowScan.
The Customer remains responsible for any additional cost resulting from inadequate packing, an address error, missing documentation, incomplete customs formalities, or failure to comply with the return instructions.
No refund, credit, replacement, or reimbursement of costs will be due if the malfunction results, even in part, from a cause attributable to the Customer or a breach of its contractual obligations.
15. RISK COVERAGE
Each rental transaction under the YELLOWSCAN Access program is covered, within the applicable limits, under YellowScan’s own policies or risk-coverage arrangements.
This risk coverage is not insurance purchased by the Customer from YellowScan and does not constitute insurance advice, distribution, or brokerage services. It does not give the Customer any direct right against YellowScan’s insurer.
The risk coverage available to YellowScan does not limit the Customer’s contractual obligations under these Terms or the Rental Order.
The Customer remains liable to YellowScan for all amounts due under these Terms and the Rental Order, including any damage, cost, loss, repair, replacement, diagnostic charge, return charge, restoration charge, missing accessory, late-return charge, replacement value, or amount not paid under the applicable coverage. The Security Deposit may be applied against these amounts and does not limit the Customer’s liability.
If YellowScan arranges return transportation, the Customer will be responsible for the financial consequences of any loss, damage in transit, nonreceipt, or exclusion from coverage arising during return transportation only if the event results from an act or omission attributable to the Customer, including inadequate packing, preparation, documentation, or declaration, failure to tender the Equipment to the designated carrier, or failure to comply with return or dangerous goods transportation instructions.
Failure to provide immediate notice, failure to cooperate, continued use after an incident, or failure to comply with YellowScan’s instructions may prevent coverage of the damage under the applicable risk coverage. In that event, the Customer will remain liable to YellowScan for the amounts that could have been avoided or covered if the Customer had complied with its obligations.
The Customer is solely responsible, when necessary, for obtaining insurance covering its own activities, Platform, operations, employees, service providers, third parties, and damage to persons or property.
PART II – TEMPORARY CLOUDSTATION LICENSE
16. TEMPORARY CLOUDSTATION LICENSE – FLOATING LICENSE
With each Equipment rental under the YELLOWSCAN Access program, YellowScan grants the Customer a Temporary CloudStation License activated by a Token and included with the rental, at the license tier and for the term specified in the Rental Order.
The Temporary CloudStation License is personal, non-exclusive, non-assignable, non-transferable, and non-sublicensable.
It is granted solely for the Customer’s internal business purposes in connection with the use of the Equipment and/or the processing of data collected during the rental.
It is separate from any Annual License, Perpetual License, Demo License, or MCO Service.
Unless the Rental Order expressly provides otherwise, the Temporary CloudStation License included with the rental consists of one floating license seat. CloudStation may be accessed, run, and used on only one workstation at a time or, in a centralized environment, by only one user at a time.
The Customer may install CloudStation on multiple workstations and/or servers solely for its organization’s internal business purposes, provided that the Temporary CloudStation License is not used concurrently on more than one workstation or by more than one user.
17. LICENSE GRANT AND SOFTWARE RESTRICTIONS
Subject to the single floating license seat, the Temporary CloudStation License authorizes the Customer solely to install CloudStation on one or more servers, computers, or other computing devices for authorized use; activate it using the Token delivered or reactivated by YellowScan; access, display, run, and use CloudStation; process data collected during the Equipment rental; and make one backup copy if strictly necessary to preserve the authorized use.
Except to the extent of any mandatory rights granted by law and any open-source licenses applicable solely to the relevant components, the Customer must not:
(a) use the Temporary CloudStation License in any manner that permits more than one user or more than one workstation to access or run the Software at the same time, unless the Rental Order expressly provides otherwise;
(b) rent, lend, assign, transfer, sublicense, disclose, distribute, make available, outsource, host for third parties, or otherwise exploit CloudStation, the Token, the software Documentation, or related access rights for the benefit of any third party;
(c) modify, adapt, translate, decompile, disassemble, correct, circumvent, or remove any security feature of, or attempt to discover the source code of, the Software;
(d) use CloudStation for any purpose other than as permitted by these Terms, the Rental Order, and the Documentation;
(e) remove or alter any proprietary notice, trademark, other identifying mark, or identification information of YellowScan or its licensors; or
(f) circumvent any protection, authentication, or license-control mechanism.
18. LICENSE TERM – TOKEN – DATA
The term of the Temporary CloudStation License is specified in the Rental Order.
The license term covers the entire Rental Period and necessarily extends beyond the Return Deadline to allow the Customer to process data collected during the rental.
The Temporary CloudStation License begins when YellowScan delivers the Token to the Customer or, if applicable, reactivates the Token.
YellowScan will provide or reactivate the Token only after confirming receipt of cleared payment, provision of the Security Deposit, satisfaction of all applicable prerequisites set forth in these Terms and the Rental Order, and completion of the Mandatory Training, if applicable.
When the term of the Temporary CloudStation License specified in the Rental Order expires, the right to use the Software will end automatically, without automatic renewal or prior notice to the Customer.
Any continued use is prohibited unless the Customer has YellowScan’s prior written consent, enters into a new rental, or obtains a separate license, if offered by YellowScan.
YellowScan may withhold, decline to activate or reactivate, or disable the Token in the event of nonpayment, a failed or reversed payment, failure to pay any amount when due, cancellation, early termination of the rental, failure to return the Equipment, incomplete return, damage attributable to the Customer, failure to cooperate with the Return Inspection, misuse, infringement of intellectual property rights, circumvention of the Token, compromise of Software security, failure to complete the Mandatory Training, or breach of the provisions governing the Temporary CloudStation License.
The Customer retains sole ownership of, and sole responsibility for, all data collected, created, imported, processed, exported, or used with the Equipment and/or CloudStation.
The Customer is responsible for backing up, protecting, securing, lawfully processing, maintaining the confidentiality of, and using its data.
YellowScan has no obligation to retain, return, back up, or verify the Customer’s data.
PART III – TERMS APPLICABLE TO BOTH THE EQUIPMENT RENTAL AND THE LICENSE
19. INTELLECTUAL PROPERTY – CONFIDENTIALITY – PERSONAL DATA
19.1 Intellectual Property
The Equipment, CloudStation, Tokens, Documentation, trademarks, other identifying marks, know-how, technical files, procedures, methods, training materials, and technical information provided by YellowScan remain the exclusive property of YellowScan or its licensors.
No ownership rights are transferred to the Customer. The Customer receives only the temporary rights expressly granted in these Terms and the Rental Order.
19.2 Confidentiality
The Customer must keep strictly confidential all information received from YellowScan or accessed in connection with the rental that relates to technical matters, commercial matters, pricing, logistics, contracts, software, documentation, or operations.
This obligation will survive for five (5) years after the end of the contract, except with respect to information that enters the public domain through no breach of these Terms.
19.3 No Transfer, Subleasing, or Third-Party Access
The Customer must not sublease, assign, lend, transfer possession of, make available, permit a third party to use, or otherwise provide the Equipment to any third party without YellowScan’s prior express written consent.
If YellowScan specifically authorizes a sublease, provision of the Equipment to another party, or use by an identified business partner, the authorization must be expressly stated in the Rental Order or a separate written agreement. The authorization is strictly limited to the identified business partner, Equipment, duration, territory, use, and conditions.
YellowScan’s authorization does not release the Customer from any obligation. The Customer remains responsible to YellowScan for the authorized business partner’s compliance with these Terms, the Rental Order, the Documentation, and all return, confidentiality, security, training, proper-use, payment, and repair obligations.
No right granted under these Terms or the Rental Order authorizes the Customer to transfer, lend, sublicense, disclose, share, or make the Equipment, CloudStation, the Token, the Documentation, access rights, or YellowScan technical data available for the benefit of any third party without YellowScan’s prior express written consent.
The right to install CloudStation on multiple workstations and/or servers under the floating license is strictly limited to the Customer’s internal business purposes or uses expressly authorized by YellowScan. It may not have the purpose or effect of permitting use of CloudStation by or for third parties or beyond the single authorized concurrent use, unless the Rental Order expressly provides otherwise.
19.4 Personal Data
Each Party must comply with applicable personal data protection laws and regulations.
YellowScan processes the Customer’s contact, billing, support, logistics, and contract-management data as a data controller for purposes of entering into and performing the contract.
If YellowScan accesses Customer data in connection with support, diagnostics, or a specific service, the Parties will determine, in light of the circumstances, whether YellowScan acts as a data controller or data processor or whether no personal data is involved.
20. CONTRACTUAL TERMINATION CLAUSE – EARLY TERMINATION BY YELLOWSCAN
The Parties expressly agree that YellowScan may, as a matter of contractual right, terminate the Rental Order before the expiration of its term, without prior notice of default or judicial proceedings, if the Customer fails to perform any of the obligations specified in this Section and such failure, the lack of adequate security, the nonpayment, or the risk affecting the Equipment, Software, risk coverage, transportation, or YellowScan’s rights makes continuation of the transaction impossible or incompatible with the protection of the Equipment and YellowScan’s legitimate interests.
Early termination may occur, in particular, in the event of:
(a) failure to pay the Total Amount Due Upon Order, the Rental Fee, the Security Deposit, or any other amount due under the Rental Order or these Terms;
(b) absence, insufficiency, expiration, dispute, or withdrawal of the Security Deposit;
(c) misuse of the Equipment, Software, Token, or Documentation;
(d) failure to complete the Mandatory Training, refusal to sign the attendance record, or failure to achieve the required minimum score;
(e) any impact, crash, fall, loss, theft, loss event, shock-sensor activation, damage, serious anomaly, failure to provide immediate notice, or failure by the Customer to cooperate;
(f) any sublease, loan, assignment, transfer of possession, provision of the Equipment to a third party, or use by an unauthorized person;
(g) failure to return the Equipment, incomplete return, late return, or a reasonably foreseeable inability to return the Equipment as required;
(h) breach of any provision governing the Temporary CloudStation License, the Token, confidentiality, or the intellectual property rights of YellowScan or its licensors;
(i) failure to cooperate in connection with any incident, loss event, malfunction, diagnostic review, appraisal, return, transportation, or Return Inspection;
(j) failure to comply with shipping, packing, return, dangerous goods transportation, documentation, or photographic record instructions; or
(k) any breach by the Customer of a material obligation under these Terms or the Rental Order.
If YellowScan elects to exercise this contractual termination clause, it will notify the Customer of its decision to terminate the Rental Order by any written means capable of establishing the content of the notice and the date on which it was received.
The notice must identify the breach relied upon, expressly state that YellowScan is exercising this contractual termination clause and, where applicable, specify the arrangements for returning the Equipment.
Termination will take effect automatically, without prior notice of default or judicial proceedings, on the date the Customer receives the notice. No prior cure period is required.
From that date, the Customer must immediately discontinue all use of the Equipment, Software, and Token and return the Equipment early, in accordance with the arrangements and within the time specified by YellowScan.
Unless YellowScan expressly states otherwise in the early termination notice, such termination requires the Customer to immediately discontinue all use of the Equipment and return it early, in accordance with the arrangements and within the time specified by YellowScan.
As applicable, termination will also result in the Token not being provided or reactivated, or being disabled if it has already been provided or reactivated; termination of support and related services; all amounts remaining due under the Rental Order becoming immediately due and payable; the possible application of the Security Deposit against any amounts owed, including return costs, diagnostic fees, repair costs, replacement costs, the value of missing accessories, late-return charges, the replacement value of the Equipment, or amounts not covered by the applicable coverage; and YellowScan’s retention of the right to pursue any additional action or claim for damages.
21. YELLOWSCAN LIABILITY
YellowScan’s obligations with respect to the rental, support, related services, transportation arrangements when provided by YellowScan, and the Temporary CloudStation License are obligations to use reasonable efforts and do not guarantee any particular result.
YellowScan is not liable for indirect or consequential damages, business interruption, loss of revenue, lost profits, loss of opportunity, loss or corruption of data, reputational harm, the cost of replacement services, losses resulting from a delay in completing a project or mission, site unavailability, failure to obtain an authorization, piloting error, Platform incompatibility, misuse, weather conditions, third-party conduct, a customs issue attributable to the Customer, missing documentation, refusal or inability to deliver attributable to the Customer, or any governmental decision.
If YellowScan arranges transportation, its obligation is limited to arranging transportation of the Equipment in accordance with the Rental Order, without guaranteeing a binding delivery or return deadline unless expressly agreed otherwise. YellowScan may be held liable only for proven fault in arranging transportation, selecting the carrier, or performing obligations expressly assigned to it under the Rental Order. YellowScan will not be liable for any delay, loss, damage in transit, hold, or other issue resulting from an act or omission attributable to the Customer, missing information, an incorrect address, missing documentation, refusal or failure to accept delivery, failure to prepare the Equipment for return, failure to comply with transportation instructions, or an event beyond YellowScan’s reasonable control.
Except in cases of gross negligence, intentional misconduct, or liability that cannot be limited by law, YellowScan’s aggregate liability, regardless of the legal basis or cause, will not exceed the pre-tax amount actually paid by the Customer for the applicable rental. The Security Deposit, specific charges, and amounts invoiced on behalf of or at the request of the Customer are excluded from the calculation of this cap.
22. FORCE MAJEURE
Neither Party will be liable for any failure to perform caused by a force majeure event under French law.
The affected Party must notify the other Party as soon as reasonably practicable and take reasonable measures to mitigate the effects of the event.
If the impediment continues for more than thirty (30) days or makes performance impossible, either Party may terminate the affected Rental Order without compensation, subject to return of the Equipment, payment of amounts due for the portion of the Rental Period completed before termination, and payment of costs already incurred.
A force majeure event does not relieve the Customer of its obligation to safeguard, protect, and return the Equipment if return remains physically possible or of its obligation to pay amounts due for the period already performed.
23. NOTICES – SEVERABILITY – NO WAIVER
Any notice under the contract may be delivered by registered mail, return receipt requested; email requesting acknowledgment of receipt; or any other written means that provides evidence of both transmission and content. Notices must be sent to the contact information stated in the Rental Order unless a change has been notified in writing.
If any provision is invalid or unenforceable, the remaining provisions will remain in full force and effect. The Parties will endeavor to replace the affected provision with a valid provision that most closely reflects their original intent. YellowScan’s failure to enforce any breach does not waive its right to enforce that breach later.
The Parties remain independent. Nothing in these Terms creates a joint venture, association, general agency relationship, employer-employee relationship, franchise relationship, or partnership between them.
24. GOVERNING LAW – JURISDICTION
These Terms, the Rental Orders, and all YELLOWSCAN Access transactions are governed by French law.
Any dispute relating to the formation, validity, interpretation, performance, or termination of these Terms, any Rental Order, or any YELLOWSCAN Access transaction is subject to the exclusive jurisdiction of the courts within the territorial jurisdiction of the Montpellier Court of Appeal, except to the extent a mandatory rule provides otherwise.
