Traxxall Technologies Terms & Conditions

1. Services.

Traxxall Technologies, LLC ("Traxxall") shall provide to the customer (the "Customer") certain aircraft maintenance tracking and compliance support services (the "Services") which relate to the aircraft, engines, and APU (each an "Asset") set forth in the Traxxall Maintenance Tracking Software Services Agreement (the "Services Agreement") by and between Traxxall and the Customer, as well as secured access to the Traxxall maintenance tracking system (the "Traxxall System"). The Traxxall System provides real-time maintenance tracking functionality which is based on the information which the Customer provides while using the Traxxall System. The Customer shall ensure that all Asset maintenance records and logbooks ("Aircraft Records") are up-to-date and acknowledges that the Traxxall System provides real-time maintenance tracking functionality which is based upon the Aircraft Records provided to Traxxall, or the data input into the Traxxall System by the Customer.

2. Support.

For so long as the Customer's subscription to the Traxxall System is in effect, Traxxall shall provide support Services to the Customer in connection with its use of the Traxxall System.

1. Administrator.

The Customer shall appoint an administrator who shall approve any additions, withdrawals or modifications to the Customer's access accounts for the Traxxall System. The Customer may request Traxxall to modify the list of users (each a "User") by contacting Traxxall.

2. Compliance.

1. Notwithstanding the performance of any Service provided by Traxxall pursuant to this Agreement, the Customer is and shall remain responsible for ensuring that each Asset is at all times in compliance with all original equipment manufacturer ("OEM") and governing aviation authority maintenance requirements, including the timely performance of maintenance and inspections, service bulletins, airworthiness directives, service letters and the like.

2. The Customer agrees that it shall comply with all laws and regulations which may be applicable to this Agreement (or any other written agreement between the Customer and Traxxall and its affiliates), including the U.S. Treasury Office of Foreign Asset Control ("OFAC"), the U.S. International Traffic in Arms Regulations, the U.S. Export Administration Regulations, and anti-boycott regulations. Traxxall and its affiliates shall not be required to perform, or cause to be performed, any obligation that would result in a breach of any such laws or regulations. In furtherance of the foregoing, the Customer represents and warrants that neither it, nor any of its direct or indirect affiliates or beneficial owners, is listed on the U.S. Treasury OFAC Specially Designated Nationals List and Blocked Persons List (the "SDN List"), the United Nations Security Council Consolidated List or other relevant governmental list promulgated by a governmental agency or sanctions authority. In the event the Customer (or any affiliate or beneficial owner) becomes so listed at any time this Agreement is in effect, the Customer will promptly notify Traxxall. The Customer further represents and warrants that neither it nor any of its affiliates or subsidiaries are located, organized, or reside in a country or territory that is the subject or target of sanctions, currently including Crimea, Cuba, Iran, North Korea and Syria.

3. Records and Information.

In order to effectively use the Traxxall System, the Customer must provide accurate and complete historical baseline data for each Asset and all Asset maintenance records and logbooks (the "Aircraft Records") and may be required to provide certain information set forth in the applicable OEM maintenance manuals (the "Manuals"). Traxxall shall use the information provided by the Customer hereunder in connection with providing the Traxxall System and otherwise pursuant to the applicable terms of this Agreement, the Terms of Use (currently available at https://jetsupport.com/traxxall-terms-of-use/) and the Privacy Policy (currently available at https://jetsupport.com/traxxall-privacy-policy/). Other than such information regarding any User as an individual as Traxxall may expressly request, Customer agrees to not, directly or indirectly, provide to Traxxall any personally identifiable information relating to any identified or identifiable natural person, including any social security numbers or other identifiers.

1. Subscription Fee.

In consideration for the services set forth in this Agreement and access to the Traxxall System, the Customer shall pay to Traxxall an annual subscription fee in the amount and on the terms set forth in the Services Agreement (the "Subscription Fee").

2. Subscription Term.

The term of this Agreement will commence as of the "Contract Effective Date" set forth in the Services Agreement. Any additional terms in respect of the term of this Agreement shall be identified in the Services Agreement.

3. Transferability.

The Customer may transfer this Agreement upon thirty (30) days' written notice to Traxxall, provided that the Customer is in compliance with all terms of this Agreement as of the effective date of such transfer, including the payment of all Subscription Fees. Such transfer shall arise solely in connection with the transfer of the ownership of the Aircraft from the Customer to a third party. In the event the purchaser (the "Purchaser") decides to continue the then-current subscription to the Traxxall System and such Purchaser is reasonably acceptable to Traxxall, the Purchaser shall be required to enter into a written agreement with Traxxall. In the event the Purchaser elects to continue the subscription, the Subscription Fees which were previously paid by the Customer shall be applied as a credit on the Purchaser's account to be applied against the subscription fees which become due in connection with the Purchaser's subscription to the Traxxall System.

4. Substituted Assets.

In the event that the Customer desires to substitute an Asset set forth in the Services Agreement with another Asset, the Customer shall be entitled to receive a prorated credit which is equal to the amount of the then-current Subscription Fee divided by twelve (12), then multiplied by the number of full months remaining until the expiration of the then-current Subscription Term. Such credit shall be applied against the Subscription Fees applicable to the replacement Asset(s). In no event shall the Customer be entitled to receive a cash refund arising from the substitution of any Asset. Substituting an Asset may result in the assessment of enrollment fees or different Subscription Fees.

5. Termination.

This Agreement shall remain in effect until terminated by either party. This Agreement will terminate immediately, without prior notice from Traxxall, in the event that the Customer fails to comply with any provision of this Agreement. Termination of this Agreement will not limit any of Traxxall's rights or remedies at law or in equity in case of breach by the Customer (during the Subscription Term then in effect) of any of the Customer's obligations under the Agreement. Notwithstanding any termination of this Agreement, those terms which are intended by their nature to survive termination shall survive and remain binding on the parties.

1. General Indemnity.

The Customer hereby agrees to release, defend, indemnify and hold harmless Traxxall, its affiliates, officers, directors, employees, agents, representatives, successors and assigns for liability arising from or relating to demands, claims, actions or causes of actions, whether brought by the Customer or a third party and which relates directly or indirectly to either (a) the use of the Traxxall System by the Customer, (b) the Customer's provision of Customer Data to Traxxall or Traxxall's use thereof in accordance with this Agreement, (c) violation of this Agreement or any law or regulation, (d) violation of any right of a third party, or (e) to any maintenance, inspection, repair, or related services performed on an Asset by any maintenance provider. Such indemnity and hold-harmless obligation shall include a responsibility for reasonable attorney's fees and costs of litigation.

2. Taxes and Charges.

The Customer shall be solely responsible for, shall pay, and shall indemnify and hold Traxxall harmless from, any and all applicable federal, state, or foreign sales, use, withholding, value added, excise or property taxes, all duties and charges, and any interest or penalties with respect thereto, imposed by any governmental authority based on this Agreement. Without limiting the foregoing, if any governmental authority shall impose any withholding tax on the amounts due hereunder, then the Customer shall be required to gross up the amounts due to Traxxall so that Traxxall receives the full invoiced amount.

1. License.

The Traxxall System is licensed, not sold, to the Customer by Traxxall for use strictly in accordance with the terms of this Agreement. Traxxall hereby reserves all rights not expressly granted to the Customer in this Agreement. Subject to the terms of this Agreement and timely payment of all Subscription Fees, Traxxall hereby grants to the Customer a revocable, non-exclusive, non-transferable, non-sublicensable limited license to use the Traxxall System and its output (including reports and analytics) solely for the Customer's personal, internal business purposes strictly in accordance with the terms of this Agreement. The Customer shall permit Traxxall to audit the Customer's use of the Traxxall System to confirm compliance with this Agreement. Such audit may be conducted at Traxxall's expense and in such a manner as not to unreasonably interfere with the Customer's normal conduct of business.

2. Restrictions.

The Customer agrees not to, and the Customer will not permit others to (a) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Traxxall System in any form or media or by any means, (b) reverse compile, disassemble, reverse engineer, or otherwise reduce to human-perceivable form all or any part of the Traxxall System, (c) access all or any part of the Traxxall System in order to build a product or service that competes with the Traxxall System, (d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, or otherwise commercially exploit the Traxxall System or its output (including reports and analytics), or otherwise make the Traxxall System or its output (including reports and analytics) available to any third party (e.g., as a service bureau), or (e) circumvent or disable any security or other technological features or measures of the Traxxall System. Any attempt to perform any of the restricted activities described in this Agreement is a violation of the rights of Traxxall. If the Customer breaches any of these restrictions, the Customer may be subject to prosecution, damages, and termination of this Agreement (including use of the Traxxall System).

3. Use of Traxxall System.

1. The Customer shall appoint an administrator who shall approve any additions, withdrawals or modifications to the Customer's access accounts for the Traxxall System. The Customer may from time to time request Traxxall to modify the list of Users.

2. The Customer shall (a) be responsible for Users' compliance with this Agreement, (b) be solely responsible for the accuracy, quality, integrity and legality of Customer Data (as defined in Section H.4.b.) and of the means by which Customer acquired Customer Data, (c) use commercially reasonable efforts to prevent unauthorized access to or use of the Traxxall System and immediately notify Traxxall in writing of any such unauthorized access or use or violation by the Customer or any Users of the Traxxall System, and (d) use the Traxxall System in compliance with all applicable laws and government regulations, including, but not limited to, laws related to privacy, intellectual property, consumer and child protection, obscenity, libel and defamation. The Customer will cooperate and assist with any reasonable actions taken by Traxxall to prevent or terminate unauthorized use of the Traxxall System. The Customer shall not (i) make the Services available to anyone other than Users, (ii) knowingly use the Traxxall System to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (iii) knowingly use the Traxxall System to store or transmit malicious code, (iv) knowingly interfere with or disrupt the integrity or performance of the Traxxall System or third-party data contained therein, or (v) attempt to gain unauthorized access to the Traxxall System or any related systems or networks.

3. If the Customer is an individual and is accessing or using the Traxxall System on behalf of a company, legal entity, association, partnership, organization, or other entity (the "Organization"), the Customer accepts and agrees to the terms of this Agreement and the Privacy Policy (as applicable) on behalf of the Organization, and the Customer represents and warrants that it has the authority to bind the Organization thereto. In such event, when this Agreement uses the word "Customer" it will refer and apply collectively to both the Customer and that Organization. If at any time the Customer does not have the authority to bind the Organization to the terms of this Agreement or the Privacy Policy (as applicable), the Customer may not access or use the Traxxall System on the Organization's behalf. By providing any individual with access credentials to use the Traxxall System, the Organization authorizes such individual to bind the Organization for the sole purpose of agreeing to this Agreement and the Privacy Policy. Even if such individual is accessing or using the Traxxall System on behalf of an Organization, the individual User agrees that the User, as an individual, is bound by this Agreement and the Privacy Policy (as applicable).

4. Intellectual Property and Confidentiality.

1. The Traxxall System and its output (including reports and analytics), including all copyrights, patents, trademarks, trade secrets, and other intellectual property rights, are, and shall remain, the sole and exclusive property of Traxxall. Any feedback, comments, ideas, improvements, or suggestions (collectively, "Suggestions") that the Customer provides to Traxxall with respect to the Traxxall System shall be and shall remain the sole and exclusive property of Traxxall. To the extent the Customer has or obtains any intellectual property rights in or to such Suggestions, the Customer hereby assigns all such rights to Traxxall free of all liens and encumbrances. Traxxall shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to the Customer. In addition, Traxxall shall have and retain the right to collect, store, and use usage data derived from the Customer's use of the Traxxall System ("Usage Data") for its and its affiliates' own business purposes, including support, operational planning, product innovation and sales and marketing of the Traxxall System and other services. Traxxall agrees not to publicly disclose any Usage Data in a manner that could reasonably be expected to identify or be traced back to the Customer.

2. "Customer Data" means the data entered by the Customer or other authorized users of the Organization for the purpose of using the Traxxall System or facilitating the Customer's use of the Traxxall System, including the Manuals and other information the Customer provides through the Traxxall System or otherwise under this Agreement. Traxxall hereby acknowledges and agrees that as between the Customer and Traxxall, except as otherwise provided herein, all rights, title, and interest in and to Customer Data are and shall remain the Customer's property, and all intellectual property rights (including copyright, trademark, and trade secret rights) in Customer Data are and will remain the Customer's property. The Customer hereby grants to Traxxall during the term of this Agreement all of the necessary rights or licenses to use, reproduce, promote, distribute, modify, publicly display and perform, cache, and transmit Customer Data via the Traxxall System as necessary for the purposes of the Customer's use of the Traxxall System pursuant to this Agreement. In addition to the foregoing, Traxxall also has, and the Customer hereby grants to Traxxall, a perpetual, irrevocable, royalty-free, fully paid-up, non-exclusive right and license to use any Customer Data (i) for Traxxall's and its affiliates' internal business purposes, including developing or improving products or services, and (ii) to make any modifications or improvements to the Traxxall System and to offer such modifications or improvements on a commercial basis to the Customer and/or any third party. For the avoidance of doubt, "Customer Data" does not include any Traxxall System output (including reports and analytics), all of which is Traxxall's property and Traxxall's Confidential Information (as defined herein). Traxxall has no obligation to maintain or return Customer Data to the Customer or to ensure that Customer Data remains accessible through the Traxxall System. The Customer should keep a complete backup of all of its Customer Data at all times separate and apart from the copy provided to Traxxall. The Customer expressly represents and warrants that all Customer Data is true and correct, and the Customer has obtained all necessary rights, licenses, and permissions and is able to grant the licenses provided in this Section, including with respect to the Manuals, and that the Customer's provision of Customer Data is in accordance with all applicable laws. The Customer represents that it has a valid and current license to use all applicable Manuals and will be deemed to reaffirm this representation each time it accesses the Traxxall System.

3. As used herein, "Confidential Information" means all confidential information disclosed by or otherwise obtained from a party ("Disclosing Party") to or by the other party ("Receiving Party"), whether orally, visually or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Customer Data is the Customer's "Confidential Information" only to the extent it meets the definitions of "Confidential Information" in this Section. Traxxall's "Confidential Information" includes the Traxxall System, all documentation supplied to the Customer by Traxxall, the output of the Traxxall System (including the content of reports produced by the Traxxall System), and any information pertaining to Third-Party Services (as defined herein). However, "Confidential Information" does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party without the use of or reference to the Disclosing Party's Confidential Information. For the avoidance of doubt, any Suggestions and Usage Data shall be deemed Traxxall's Confidential Information.

4. Except as expressly permitted under this Agreement or otherwise permitted in writing by the Disclosing Party, the Receiving Party shall (i) protect the Disclosing Party's Confidential Information using the same degree of care that it uses to protect the confidentiality of its own confidential information (but in no event less than reasonable care), (ii) not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (iii) limit access to Confidential Information of the Disclosing Party to those of its employees, contractors, and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. Notwithstanding the foregoing, Traxxall is also permitted to disclose the Customer's Confidential Information to employees, contractors, and agents of its direct and indirect parents, subsidiaries, sister entities, and other affiliates pursuant to the terms of this Agreement. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.

5. Updates and Modifications to the Traxxall System.

Traxxall reserves the right to modify, suspend, or discontinue, temporarily or permanently, the Traxxall System or any service to which it connects, with or without notice and without liability to the Customer. Traxxall may from time to time provide enhancements or improvements to the features/functionality of the Traxxall System, which may include patches, bug fixes, updates, upgrades and other modifications ("Updates"). Updates may modify or delete certain features and/or functionalities of the Traxxall System or delete or remove certain information (including Customer Data) previously accessible in the Traxxall System. The Customer agrees that Traxxall has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Traxxall System to the Customer. The Customer further agrees that all Updates will be (i) deemed to constitute an integral part of the Traxxall System, and (ii) subject to the terms and conditions of this Agreement.

6. Third-Party Services.

The Traxxall System may display, include, or make available third-party content (including data, information, applications, and other products services) or provide links to third-party websites or services ("Third-Party Services"). The Customer acknowledges and agrees that Traxxall shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Traxxall does not assume and shall not have any liability or responsibility to the Customer or any other person or entity for any Third-Party Services. Third-Party Services and links thereto are provided solely as a convenience to the Customer, and the Customer's access and use of them is entirely at its own risk and subject to such third parties' terms and conditions.