These Master Service Subscription Terms (including any applicable Schedules and Exhibits hereto or other terms and conditions incorporated by reference herein "Master Terms") govern any Order Form that references them and are made and entered into by and between the entity named as the "Customer" in the Order Form ("Customer") and Matt Hammond Inc. d/b/a AeroPoint ("Vendor").

Master Terms

Last revised: April 3, 2025

Vendor and Customer agree as follows:

1. Definitions

The capitalized terms used in this Agreement, including these Master Terms or any Order Form, will have the corresponding meanings provided in the Defined Terms section.

2. Agreement Structure; Services

2.1

It is the intention of the parties that all Subscriptions for the Services purchased by Customer, including its Specified Affiliates, will be reflected on Order Forms issued pursuant to and governed by these Master Terms. Each such Order Form will govern only the Services ordered pursuant to such Order Form.

2.2

Vendor will make the applicable Services available for Customer's and its Users' use pursuant to this Agreement during each Subscription Term. Subject to Customer's satisfaction of payment obligations, Vendor's Services will include a browser interface as well as access to, and storage of, data on equipment owned or operated by or on behalf of Vendor and transmission of data from such equipment.

2.3

Vendor reserves the right, from time to time, to make Modifications to the Service, Content, or Vendor Technology that do not materially diminish the functionality or any mutually agreed upon configuration of the Service during the Subscription Term. Unless otherwise agreed in writing by Vendor and Customer, each such Modification may be made generally available to all Vendor customers that subscribe to the applicable Service.

2.4

Services may be made available through a Mobile Application, which allows Customer and its Users to use and access a Service (or certain features or functionality thereof) via a mobile or tablet device. To use any Mobile Application, the applicable User must have a mobile or tablet device that is compatible with such Mobile Application. For clarity, such access and use of the Service (or any portions thereof) through a Mobile Application will be subject to this Agreement. If Customer accesses or uses an application that is operated or published by Vendor and posts or links to these Master Terms through an Apple device running iOS ("iOS App"), the following additional terms are applicable to such Customer and are incorporated into these Master Terms by this reference:

2.4.1

Customer acknowledges that these Master Terms are concluded between the Customer and Vendor only, and that Vendor, and not Apple, is responsible for providing the Services and any content thereof.

2.4.2

Customer may only access an iOS app through Apple-branded products that Customer owns or controls and as permitted by the usage rules set forth in the App Store Terms of Service (currently available at ); provided that an iOS App may be accessed and used by other accounts associated with Customer via Family Sharing or volume purchasing.

2.4.3

Customer acknowledges that Apple has no obligation to furnish any maintenance or support services to Customer with respect to any iOS App. To the extent that any maintenance or support is required under applicable law, Vendor, and not Apple, is obligated to provide such maintenance and support.

2.4.4

In the event a warranty obligation is not disclaimed under these Master Terms or Attachments and/or cannot be disclaimed under applicable law, Vendor, and not Apple, is responsible for providing such warranty. If an iOS App fails to conform to an applicable warranty, Customer may notify Apple, and Apple will refund the purchase price for the iOS App. To the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to an iOS App.

2.4.5

Notwithstanding anything to the contrary herein, Customer acknowledges that, solely as between Apple and Vendor, Vendor is responsible for addressing any claims Customer may have relating to the Services, including: (a) product liability claims; (b) any claim that the Services fail to conform to any applicable legal or regulatory requirement; and (c) claims arising under consumer protection, privacy or similar legislation.

2.4.6

If the Services are alleged to infringe a third party's intellectual property rights, Vendor, and not Apple, is responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claims.

2.4.7

Customer agrees to comply with any third-party terms applicable to Customer's use of an iOS App.

2.4.8

Customer acknowledges and agrees that Apple, and Apple's subsidiaries, are third-party beneficiaries of these Master Terms and that Apple has the right to enforce this Section 2.4 against Customer as a third-party beneficiary thereof.

2.5

During the Subscription Term, Vendor will provide, free of charge, reasonable technical Support to assist the Customer in utilizing the Service. Customer shall reasonably cooperate with Vendor's provision of Support by providing such information and access to Customer resources as Vendor may reasonably require in order to provide such Support.

2.6

During the Subscription Term, Customer will be entitled to receive all Maintenance provided by Vendor. Except as otherwise expressly set forth herein, Vendor may provide Maintenance (including the implementation and deployment of Updates and Upgrades in Vendor's production environment) at such times as Vendor deems appropriate or necessary, without notice to Customer. Customer acknowledges that Vendor may from time to time deploy Updates or Upgrades of any Mobile Application, and in certain cases, Vendor may automatically and remotely implement and deploy Updates or Upgrades to the version of such Mobile Application that Customer and its Users are using on their respective mobile devices. Customer consents (on behalf of itself and its Users) to any such automatic and remote implementation and deployment on the mobile devices of Customer and its Users. Customer shall not postpone the installation of Upgrades for more than one version.

3. License by Vendor

Subject to the terms and conditions of this Agreement, Vendor hereby grants Customer, during the applicable Subscription Term, a non-exclusive, non-transferable (except in compliance with Section 18), non-sublicensable, worldwide:

3.1

right to access and use the Service, solely for use by Users in accordance with the terms and conditions of this Agreement. Such use is limited to Customer's internal use;

3.2

license to use the Documentation solely for Customer's internal business purposes in connection with its use of the Service.

4. License by Customer

4.1

Customer hereby irrevocably grants to Vendor, its Affiliates, and each of their respective Personnel all rights and permissions in or relating to Customer Data, any Third Party Applications or Third Party Materials provided or made available by Customer, in each case, as necessary for any of them to enforce this Agreement (to the extent permitted hereby), exercise their respective rights, and perform their respective obligations, including integration with a Third Party Application in accordance with Section 6 below. Subject to the limited rights and licenses granted herein, Vendor acquires under this Agreement no right, title, or interest from Customer or its licensors in or to any Customer Data, Third Party Application or Third Party Materials.

4.2

In addition, Customer hereby grants to Vendor and its Affiliates a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Service any suggestion, enhancement request, recommendation, bug report, correction or other feedback provided to Vendor or its Affiliates or its or their Personnel by Customer, its Affiliates, or Users relating to the operation of the Service. Customer acknowledges and agrees that Vendor will own and retain all right, title, and interest in and to any Intellectual Property Rights in any Modification that incorporates any such suggestion, enhancement request, recommendation, correction or other feedback into the Service, and Customer will, and will cause its and its Affiliates' Personnel to, upon Vendor's request, assign to Vendor in writing any proprietary interest in any Modification.

5. Acceptable Use Policy

Customer shall, and shall cause its Users to, comply with the Acceptable Use Policy, which is incorporated herein by this reference.

6. Third Party Applications and Links

6.1

Vendor may offer under an Order Form or may otherwise agree to provide the capability for a Service to integrate with one or more Third Party Applications via an application programming interface ("API") or other form of integration determined by Vendor. Customer acknowledges that it may be required, prior to using any such integration, to (a) obtain access to such Third Party Applications directly from their respective providers and any other consents or authorizations required for the use thereof, and (b) grant Vendor access to Customer's account(s) on those Third Party Applications. Any services and exchanges of data between Customer and any provider of a Third Party Application are solely between Customer and the applicable third-party provider. Vendor does not warrant or support third-party products or services (including Third Party Applications), whether or not they are designated by Vendor as "certified" or otherwise. Vendor will not be responsible for any disclosure, modification, or deletion of Customer Data resulting from access by a Third Party Application. Vendor reserves the right to limit the number of interactions between the Service and a Third Party Application ("API calls") and the number of requests for information from specific fields (each a "data point") in the context of such interactions. Those limits and the additional fees due for exceeding the limits will be described in the Order Form. Customer acknowledges that exceeding the agreed limits for data point requests may result in Service degradation for Customer, and Customer is not entitled to any credits for periods during which Customer and its Specified Affiliates exceed the limits.

6.2

Vendor Technology and the Service may include links (whether background or external) to, or other means of accessing, Third Party Materials. Customer acknowledges and agrees that Third Party Materials are offered and made available by the applicable third party licensor, and not by Vendor, and, as such, may be used, edited, reproduced and distributed by such third party provider outside the scope of this Agreement and without Vendor's knowledge, endorsement, or control. The use of Third Party Materials is subject to the terms and conditions of this Agreement and those of the third party provider. VENDOR IS NOT RESPONSIBLE OR LIABLE TO CUSTOMER OR ANY OTHER PARTY FOR ANY THIRD PARTY MATERIALS OR ANY USE THEREOF BY CUSTOMER OR ANY USER.

6.3

Vendor may immediately discontinue providing any integration with any Third Party Application or any link or other access to Third Party Materials if Vendor, in its sole discretion, determines that it no longer has the right or ability to provide such integration or link for any reason. Customer will notify Vendor promptly if Customer's relationship with any relevant third party provider terminates. Customer agrees that loss of an integration with Third Party Applications or link or access to Third Party Materials does not terminate, suspend, or reduce fees with regard to Customer's affected Subscriptions.

7. Customer's Responsibilities

7.1

Customer will, and will ensure that its Users, use the Service, Content, and Vendor Technology, as applicable, in all material respects in accordance with this Agreement, any applicable Documentation, and any Policies. Customer will be solely responsible for its Users' use of and access to the Service, Content, and Vendor Technology, as applicable, and for all activity (including misuse or unauthorized use) occurring under its User Access Credentials to the extent not caused by Vendor or its Personnel. Customer will implement appropriate security and monitoring policies with respect to such use and access. Customer will ensure that all Users agree to and abide by the end user license agreement ("End User Terms of Use") posted on the Service or provided otherwise in writing. Customer will: (a) notify Vendor immediately of any known or suspected security breach involving the Service or unauthorized use of any Access Credentials, and (b) cooperate with Vendor and use reasonable efforts to stop immediately any unauthorized access to, or copying or distribution of the Service, the Content, Vendor Technology, or Customer Data.

7.2

Upon Vendor's provision of Access Credentials for the initial Subscription Administrator, Customer will be responsible for creating and managing Access Credentials for Users. Customer may designate only competent, trained Users as Subscription Administrators. An authorized Subscription Administrator may add User Accounts to an existing Subscription through the Service, and any added User Accounts or additional recurring services will be coterminous with the then-current preexisting Subscription Term for the applicable Service. Subscriptions cannot be shared by Affiliates, and each Affiliate of Customer whose data is uploaded to the Service must have its own Subscription. Affiliates may be added as additional Specified Affiliates only by execution of an additional Order Form. User Accounts and Access Credentials cannot be used by more than one individual User, but User Accounts (with new Access Credentials) may be reassigned from time to time to new Users who are replacing former Users. Customer will limit access to its Access Credentials to Users and will not share, reassign, divulge or disclose any Access Credentials except as permitted hereunder. Customer may not provide Access Credentials to third party representatives, consultants, contractors, or agents without the prior written consent of Vendor. Vendor will be entitled to rely on the instructions of the Subscription Administrator without further inquiry to or approval from Customer.

7.3

Customer is solely responsible for all of its and its Users' information technology infrastructure and networks, whether operated directly by Customer or through the use of third-party services. In addition to other third party costs that may apply, Customer agrees to pay for any and all of its telecommunications costs, license fees, and service fees required for Customer's and its Users' access to the Service, including in connection with establishing a secure connection (such as VPN) to the Service, where required.

7.4

Customer will cooperate reasonably and in good faith with Vendor in the performance of its obligations, including by allocating sufficient resources and timely performing any tasks and responding to any inquiries reasonably necessary to enable Vendor to perform its obligations under each Order Form. Vendor is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.

7.5

Customer shall be liable and responsible under the applicable Order Form for all Specified Affiliates of Customer that obtain Subscriptions to the Service in accordance with the Agreement. Without limiting the generality of the foregoing, Customer acknowledges and agrees that: (a) customer is responsible for compliance by such Specified Affiliates and their respective Users with the terms and conditions set forth in the agreement; (b) Subscription Administrators are not limited to exercising their authority with respect to any Specified Affiliate Subscription and will be permitted to act in accordance with the Agreement with respect to all Subscriptions under an order Form; (c) any reporting by Vendor that is not downloaded from the Service will be provided only to Customer, regardless of the Specified Affiliate(s) that are the subject of such reporting; and (d) Vendor will invoice Customer for all Subscriptions (including Specified Affiliate Subscriptions) under an Order Form, and Customer will be solely responsible for payment of such invoices.

8. Customer Data

8.1

Vendor does not own any Customer Data, unless otherwise agreed in writing. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Provided Data, and for securing any necessary rights for all Customer Provided Data. Except as otherwise provided in this Agreement, Vendor will not disclose Customer Data to any third party without Customer's prior consent, which may not be unreasonably withheld. Vendor shall process Customer Provided Data only as permitted under this Agreement. Customer acknowledges and agrees that all Customer Data may be transferred by Vendor, without further consent from or notice to Customer, in connection with a sale or other disposition of all or substantially all of Vendor's assets relating to the AeroPoint business or any merger, reorganization, or other operation of law.

8.2

Upon Customer's written request (which must be made during the Subscription Term or by the thirtieth (30th) day after termination of this Agreement in its entirety for any reason) and payment in full of all undisputed outstanding invoices at Vendor's then-current rates, Vendor will promptly retrieve and make available to Customer a digital backup file in the standard output format from the Service. After such thirty (30) day period, unless legally prohibited, Vendor may delete all Customer Data in its possession or under its control but will be permitted to retain indefinitely all data that has been made publicly available without breach of this Agreement. Vendor may charge an additional fee for the additional costs required in preparing any backup file that is to be delivered via a method other than downloading or in a format other than the standard output format from the Service.

8.3

Vendor does not exercise editorial control over the content of any material created or accessible over or through the Service. However, Vendor reserves the right, without any obligation, to monitor Customer's use of the Service at any time, as it reasonably deems appropriate, and to remove any materials that, in Vendor's sole discretion, may be illegal, may subject Vendor to liability, may violate this Agreement, or are inconsistent with Vendor's purpose for the Service.

8.4

The Service does not replace the need for Customer to maintain regular data backups or redundant data archives. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VENDOR HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF CUSTOMER DATA.

8.5

Customer understands and agrees that Customer Data provided by Customer for use by the Deconfliction Service is shared with all other customers, and the accuracy, currentness, and completion of such information is necessary to ensure the functionality of the Deconfliction Service. Customer grants Vendor, its Affiliates and their respective Personnel the right to use and disclose Customer Data provided by Customer through the Deconfliction Service for the purpose of providing the Deconfliction Service to all customers who subscribe to the Deconfliction Service and all users of such customers. Customer represents and warrants that all information and Customer Data provided by Customer for use in connection with the Deconfliction Service is accurate, current, and complete. Customer acknowledges and agrees that Vendor does not exercise editorial control over the content of any material created or accessible over or through the Service. Customer assumes all risk of Customer's reliance, and that of its Affiliates (including Specified Affiliates) and Users, on information provided through the Deconfliction Service.

9. Intellectual Property Ownership

9.1

As between Vendor and Customer, Vendor shall exclusively own all right, title and interest, including all related Intellectual Property Rights, in and to the Vendor Technology, the Content, the Service and any Modifications thereto (excluding any Customer Data incorporated into the Vendor Technology, the Content or the Service). All rights not expressly granted to Customer are reserved by Vendor and its licensors. Except to the extent expressly set forth herein, this Agreement does not convey to either party any rights, title, interest, or license in or related to the services, materials, content, technology, data, or Intellectual Property Rights of the other party or any third party.

9.2

9.2.1

Unless otherwise set forth in this Agreement, neither party will use or display, nor permit any of such party's Affiliates or its or their Personnel to use or display, any Trademarks of the other party or any of such party's Affiliates, except when approved in writing by the other party. Any authorized use by a party of the other party's Trademarks will additionally be subject to such other party's quality usage guidelines that have been provided in writing.

9.2.2

Subject to the provisions of this Agreement, Customer hereby grants to Vendor and its Affiliates a limited, non-exclusive, non-assignable, non-sublicensable, royalty-free license to use the name and Trademarks of Customer and any Specified Affiliates using the Service: (a) as necessary to provide the Service, Maintenance, or Support, and (b) to identify that Customer is a customer of Vendor.

10. Fees

10.1

10.1.1

In consideration of Vendor's provision of the Services, Customer shall pay all fees or charges specified in all Order Forms hereunder in accordance with the terms and conditions set forth in this Agreement. The Subscription Fees will be invoiced monthly or annually in advance (as specified in an Order Form), commencing on the first day of the applicable Initial Subscription Term. All other fees or charges specified in an Order Form will be invoiced at the rates in effect at the applicable time in accordance with the schedule set forth therein. All payment obligations are non-cancelable and all amounts paid are nonrefundable, except as otherwise expressly provided in this Agreement. The applicable Subscription Fee (as established by the terms of the applicable Order Form, including any addendum or amendment thereto) for added User Account Subscriptions and additional recurring services will be prorated for the remaining days in the then-current Monthly Billing Term or Annual Billing Term for the applicable Service.

10.1.2

Customer will pay all invoices in accordance with the payment terms set forth in the applicable Order Form, except that Customer may withhold payment of any amount disputed in good faith. The parties will use their best efforts to reconcile any dispute as soon as practicable. Customer must notify Vendor in writing of any disputed fee or charge on an invoice within ten (10) days of receiving the invoice containing the amount in question to be eligible to receive an adjustment or credit.

10.1.3

Unless otherwise stated, Vendor's fees and charges do not include any Taxes. Customer is responsible for paying all Taxes associated with its use of Services or other activity hereunder, including those that Vendor is legally obligated to collect from Customer (subject to any valid tax exemption certificate authorized by the appropriate taxing authority). For clarity, Vendor is solely responsible for Taxes assessable against it based on its income, property, and employees.

10.1.4

Except as otherwise specified herein or in an Order Form, all fees, and charges are quoted and payable in United States dollars.

10.1.5

All amounts payable to Vendor under this Agreement shall be paid by Customer to Vendor in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason. Vendor will be entitled to setoff any amounts owed by Customer or its Affiliates to Vendor or its Affiliates against amounts owed by Vendor to Customer or its Affiliates.

10.2

Fees and charges set forth in an Order Form are subject to increase in each Renewal Term. Vendor will provide Customer with notice of any applicable fee increase for the pending Renewal Term at least seventy-five (75) days prior to expiration of the Initial Subscription Term or then-current Renewal Term, as applicable.

10.3

Customer will provide Vendor with complete and current billing and contact information as requested by Vendor. If any such information is knowingly false or fraudulent, Vendor may suspend or terminate Customer's and its Users' access to the Service in addition to any other remedies at law or in equity.

10.4

Non-Payment; Suspension and Termination for Non-Payment. Vendor may charge (i) interest on any undisputed invoiced amounts which remain unpaid as of the due date at the lesser of one and a half percent (1.5%) per month or the maximum rate permitted by applicable Law, and (ii) Vendor's reasonable expenses of collection.

11. Term; Termination

11.1

11.1.1

This Agreement commences on the Effective Date and, unless earlier terminated in accordance with this Agreement, continues until the Subscription Terms for all Order Forms have expired or been terminated.

11.1.2

Each Order Form will be effective on the Order Effective Date and, unless earlier terminated in accordance with this Agreement, will continue for the Initial Subscription Term specified therein. After the Initial Subscription Term the Order Form will automatically renew for successive twelve (12) month periods (each, a "Renewal Term"), unless either party elects not to renew this Agreement, in whole or in part, by delivering written notice to the other party at least sixty (60) days prior to expiration of the Initial Subscription Term or Renewal Term, as applicable. Renewal Terms shall be subject to the fee increases described in Section 10.2.

11.1.3

Upon at least thirty (30) days' prior written notice, Customer may reduce the number of User Accounts, terminate the Subscription of one or more Specified Affiliates, or terminate an individual Service under any Order Form, effective only upon the expiration of the Initial Subscription Term or then-current Renewal Term for such Order Form.

11.2

11.2.1

In the event that a party breaches any material provision of this Agreement and fails to fully cure such breach within thirty (30) days of written notice describing the breach, the other party may, in addition to any other remedies available at law or in equity, immediately, upon providing written notice thereof, terminate each Order Form affected by such breach, in whole or in part. Without limiting the generality of the foregoing, Customer's payment obligations and its obligations under the Acceptable Use Policy will be deemed material provisions of this Agreement.

11.2.2

In addition, Vendor may terminate this Agreement immediately upon the occurrence of any of the following events: (a) if either party ceases to do business, or otherwise terminates its business operations, or (b) if either party becomes insolvent, or seeks protection under any bankruptcy, receivership, trustee, creditor's arrangement composition or comparable proceeding, or if any such proceeding is instituted against either party and not dismissed within thirty (30) days.

11.2.3

Vendor may also terminate any relevant Service under any Order Form without liability therefor, immediately by written notice to Customer in the event that a change in applicable Law requires a material change in the Service or the manner in which the Service is then provided, and Vendor cannot make such change (a) without incurring material costs that it is not willing to incur, or (b) within the time period as may be directed by applicable Law.

11.2.4

This Agreement and all Subscriptions and Order Forms may be terminated at any time if expressly agreed to in writing by both Customer and Vendor.

11.3

Effect of Termination. Any termination of these Master Terms automatically terminates all Order Forms then in effect. Any termination of a specific Order Form will not serve to terminate any other Order Form or (unless there are no other then-current Order Forms) these Master Terms. Upon expiration of the Subscription Term of any Service or termination of any Order Form, (a) Customer will promptly pay Vendor all amounts owed to Vendor for such Service, (b) the related rights and licenses granted herein to Customer and its Users will immediately terminate, and (c) Customer will, and will cause all Users to, immediately cease all use of the terminated or expired Service and all related Content and Vendor Technology. Sections 8.3, 9.1, 9.2.1, 10.1, 10.4, 11.3, 11.4, 11.5, 12.4, 13, 14, 16, 20, 22, 23, and any terms so designated in any Exhibit or Appendix to these Master Terms shall survive the termination or expiration of this Agreement.

11.4

Refunds. Customer shall not be entitled to any refunds unless Customer terminates any Order Form in connection with an uncured Vendor breach pursuant to Section 11.2.1, or if Vendor terminates any Order Form pursuant to Section 13.3 below to mitigate a claim of infringement or misappropriation. Only upon such event, Vendor shall promptly refund to Customer a pro-rata (based on remaining days) portion of the Subscription Fees under the terminated Order Form for the then-current Monthly Billing Term or Annual Billing Term, as applicable.

11.5

Termination Assistance Services. In connection with any termination or expiration of each Order Form, if requested in writing by Customer, Vendor will provide the Customer Data to Customer or its designee(s) in accordance with Section 8.3.

12. Representations & Warranties

12.1

General Warranties. Each party represents and warrants to the other party that (a) it has the legal power to enter into this Agreement and conduct its business, (b) this Agreement is legally enforceable against such party in accordance with its terms (except as may be limited by applicable Law), (c) no consent or notice to any governmental authority is required in connection with the execution, delivery and performance by such party of this Agreement, and (d) it is not located in, under the control of, or a national or resident of an Embargoed Country or Designated National (as each term is defined below).

12.2

By Vendor. Vendor represents and warrants to Customer that (a) the Service will perform substantially in accordance with the Documentation under normal use and circumstances, and (b) Vendor has all rights necessary to grant the rights and/or licenses granted to Customer in this Agreement.

12.3

12.3.1

Customer's entering into the applicable Order Form does not and will not conflict with or violate any other agreement Customer may have with any third party or any applicable Laws;

12.3.2

All Customer Data provided hereunder or processed via the Service is obtained and managed by Customer in compliance with applicable Laws, including but not limited to any Privacy Laws;

12.3.3

Customer has and will maintain all rights and licenses necessary to provide and make Customer Data available to Vendor and its Affiliates and their respective Personnel, as needed for them to provide the Service and perform their other obligations and exercise their rights contemplated by the Agreement, including to access, import into the Service (on Customer's behalf), and store Customer Data in accordance with the terms herein or process Customer Data in other ways agreed between the parties, and such processing will not infringe or violate any rights of any third party or applicable Laws; and

12.3.4

Customer has all rights and licenses necessary to grant Vendor and its Affiliates and their respective Personnel access to any integrated or linked Customer-utilized systems and the applicable data stored thereon, and the processing of such data in accordance with this Agreement does not and will not infringe or violate any rights of any third party.

12.4

Disclaimer of Warranties. Because software is inherently complex and may not be free from errors, Vendor advises Customer to verify the results of any service provided and the work product of the Service. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THE AGREEMENT, THE SERVICE, CONTENT, VENDOR TECHNOLOGY, SUPPORT, AND MAINTENANCE ARE PROVIDED "AS-IS," "WITH ALL FAULTS" AND "AS AVAILABLE," AND VENDOR AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICE, ANY CONTENT, ANY VENDOR TECHNOLOGY, SUPPORT, OR MAINTENANCE. ALL OTHER REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE HEREBY SPECIFICALLY DISCLAIMED. WITHOUT LIMITING THE FOREGOING, VENDOR MAKES NO WARRANTY OF ANY KIND REGARDING ANY THIRD PARTY MATERIALS OR THIRD PARTY APPLICATIONS (ALL OF WHICH ARE PROVIDED "AS IS") OR THAT THE SERVICE, CONTENT, VENDOR TECHNOLOGY, SUPPORT, OR MAINTENANCE OR ANY RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE OR FREE OF HARMFUL CODE.

13. Mutual Indemnification

13.1

Customer will indemnify, defend and hold harmless Vendor, its Affiliates, and its and their respective licensors, officers, directors, employees, agents, successors, and assigns (collectively, "Vendor Indemnitees") from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) incurred by a Vendor Indemnitee in connection with any third party claim, including any claim by any Personnel of Customer or its Affiliates, to the extent that such claim arises from (a) any use of or access to any Customer Data or Personal Data by Vendor, its Affiliates or their respective Personnel in accordance with this Agreement, (b) any breach, alleged breach, or inaccuracy of any representation or warranty of Customer, or any breach or alleged breach of any covenant or other obligation set forth in this Agreement, in each case, by Customer, its Affiliates, or any of its or their respective Personnel, (c) any use of or access to the Service, Content, Vendor Technology, Third Party Applications, or Third Party Materials by or on behalf of Customer (subject to Vendor's indemnification obligations in Section 13.2 below), (d) Vendor's provision of an integration or otherwise transmitting any data to a third party as authorized by Customer, including with respect to data security and use of data, (e) the gross negligence or willful misconduct of Customer, its Affiliates, or any of its or their respective Personnel, or (f) any Excluded Claim (defined below).

13.2

Vendor will indemnify, defend and hold harmless Customer and its officers, directors, and employees, and each of their successors and assigns (collectively, "Customer Indemnitees") from and against any and all claims, demands, actions, suits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees and costs) incurred by Customer in connection with any third party claim to the extent that such claim arises from an allegation that Customer's use of the Service in accordance with this Agreement infringes or misappropriates any U.S. patent, copyright, or trademark rights of such third party. However, Vendor shall have no obligation under this Agreement for Excluded Claims.

13.3

In the event the Service, Content, or Vendor Technology are, or, in Vendor's sole discretion, are likely to become, subject to a claim of infringement or misappropriation (except to the extent such claim is an Excluded Claim) of any Intellectual Property Right of a third party, Vendor, at its sole option and expense, shall (subject to the following sentence): (a) procure for Customer the right to continue receiving access to or using the Service, Content, or Vendor Technology, or (b) modify or replace the Service, Content, or Vendor Technology, in whole or in part, to be non-infringing, without materially reducing features and functionality, in which case such modifications or replacements will constitute Service, Content, or Vendor Technology, as applicable, under the Agreement. If neither of the foregoing two options is reasonably available to Vendor, Vendor may terminate the affected Order Form, in whole or in part, by notice to Customer. THIS SECTION, 13.3, TOGETHER WITH THE TERMINATION AND REFUND RIGHTS IN SECTION 11.2.1 AND SECTION 11.4, SET OUT CUSTOMER'S SOLE AND EXCLUSIVE REMEDY AND VENDOR'S SOLE AND EXCLUSIVE LIABILITY IN RESPECT OF ANY ACTUAL, THREATENED, OR ALLEGED CLAIM THAT THE SERVICE, CONTENT, OR VENDOR TECHNOLOGY OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS.

13.4

Indemnification Procedures. The indemnified party shall promptly give the indemnifying party notice of any claim subject to indemnification, but the failure to promptly notify the indemnifying party will not relieve the indemnifying party of any liability hereunder, except to the extent that the indemnifying party is prejudiced. Subject to this Section 13.4, the indemnifying party will assume control of the defense of such claim. The indemnifying party must not settle any claim without the indemnified party's written consent, which may not be unreasonably withheld. Each party shall provide the other with reasonable assistance in connection with any claim that is the subject of indemnification hereunder. The indemnified party may participate in the defense of any claim, at the indemnified party's option and expense. Notwithstanding the foregoing, if the indemnified party reasonably determines that a claim may adversely affect it or its Affiliates other than as a result of indemnified monetary damages, the indemnified party may assume the defense of such claim at its expense; provided, that the indemnified party must not settle any claim without the indemnifying party's written consent, which may not be unreasonably withheld.

14. Limitation of Liability

14.1

EXCEPT FOR THE PARTIES' INDEMNITY OBLIGATIONS, THIRD PARTY CLAIMS RESULTING FROM A PARTY'S GROSS NEGLIGENCE OR INTENTIONAL OR WILLFUL MISCONDUCT, OR CUSTOMER'S BREACH OF ITS PAYMENT OBLIGATIONS OR OBLIGATIONS IN THE ACCEPTABLE USE POLICY, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF A PARTY AND ITS AFFILIATES FOR LOSSES OR DAMAGES IN ANY AND ALL ACTIONS, HOWEVER BASED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT AND ANY ORDER FORM (INCLUDING SUCH PARTY'S INDEMNITY OBLIGATIONS HEREUNDER) EXCEED THE AMOUNTS ACTUALLY PAID OR PAYABLE BY CUSTOMER UNDER THE ORDER FORM GIVING RISE TO SUCH CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

14.2

EXCEPT FOR THE PARTIES' INDEMNITY OBLIGATIONS, A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN SECTION 20 OR A VIOLATION OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY TYPE OR KIND ARISING OUT OF THIS AGREEMENT (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, BUSINESS INTERRUPTION, OR COVER), WHETHER IN AN ACTION, IN CONTRACT, BREACH OF WARRANTY, OR TORT, INCLUDING THOSE DUE TO THE USE OF THE SERVICE (OR ANY INTERRUPTION THEREOF), OR DUE TO ANY INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE, IN THE CONTENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3

VENDOR SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY ARISING FROM OR IN CONNECTION WITH THE ACCURACY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, OR APPROPRIATENESS OF ANY CUSTOMER PROVIDED DATA OR THIRD PARTY MATERIALS.

14.4

WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, VENDOR SPECIFICALLY DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE OR LOSS RESULTING FROM LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET OR MOBILE DATA NETWORKS.

14.5

Limitation on Disclaimers and Liability Exclusions. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other damages. The disclaimers, limitations of liability, and exclusions set forth herein will not apply to the extent prohibited by applicable Law.

15. Compliance with Laws and Export Control

15.1

Each party shall abide by all applicable Laws in connection with the performance of its obligations under this Agreement, including Privacy Laws. Vendor will have the right to suspend access to all or any portion of the Service to the extent required in order to avoid a violation of any applicable Law.

15.2

Each party acknowledges and agrees that certain of the services, software, and technology used in connection with this Agreement may be subject to United States export controls administered by the U.S. Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies or the export controls applicable in other jurisdictions. Each party acknowledges and agrees that the Service and Vendor Technology (and the components thereof) shall not be used, provided, exported, or re-exported in, to, or by any Embargoed Countries or Designated Nationals in violation of such export controls.

15.3

Customer may not use the Services, or provide any User with access to the Services, in any jurisdiction or territory in which use of the Services is prohibited by applicable Law or this Agreement. Vendor makes no representations or warranties that the Services, Content or Vendor Technology are appropriate or lawful in any jurisdiction or territory outside of the United States, or that any Services, Content, or Vendor Technology will be available outside the United States. If Customer accesses, or permits Users to access, the Services, Content or Vendor Technology from outside of the United States, Customer do so on its own initiative, and Customer is solely responsible for compliance with local Laws, if and to the extent local Laws are applicable.

16. Notices

16.1

Notices by Vendor. Except as otherwise required by this Agreement, Vendor may give any notice required by this Agreement by means of a general notice on the Service or via email to Customer's email address on record in Vendor's account information. Notices provided via email will be deemed given and received on the transmission date of the email. Notwithstanding the foregoing, Vendor shall provide Customer with notice in writing, by certified mail or overnight courier, return receipt requested, at the address specified in the Order Form with respect to any request for indemnification, notice of dispute, or notice of breach or termination.

16.2

Notices by Customer. Customer may give any notice required by this Agreement by any of the following means, and, in each case, such notice shall be deemed given when received by Vendor: (a) email with receipt notification to info@aeropoint.com, or (b) notice in writing, by certified mail or overnight courier, return receipt requested, to Vendor at the following address: PO Box 154, Senoia, Georgia, 30276.

17. Modification to Terms and Policies

An Order Form may be modified only by mutual written agreement between the parties. Vendor reserves the right, at any time and from time to time, to update, revise, supplement, and otherwise modify these Master Terms or any Policies and to impose new or additional rules, policies, terms, or conditions on Customer's use of the Service. Vendor will communicate changes to these Master Terms by posting the new version on the Service or its website here, or as otherwise determined by Vendor in its sole discretion, at which time such updated Master Terms will be immediately effective. Customer is responsible for regularly reviewing these Master Terms and Vendor's Policies. Customer's continued use of any Services after such notification of changes to these Master Terms will constitute Customer's acceptance of any and all such changes. Notwithstanding the foregoing, Vendor will notify Customer of any material changes to these Master Terms.

18. Assignment; Change in Control

Customer may not assign its rights or delegate its obligations under this Agreement, in whole or in part, without the prior written consent of Vendor, which consent shall not be unreasonably delayed or withheld. Notwithstanding the foregoing, upon sufficient prior written notice to Vendor, Customer may assign all of its rights and delegate all of its obligations under this Agreement (a) to an Affiliate, (b) in connection with the sale of all or substantially all of its equity or assets, or (c) to a successor by merger, unless Customer receives Vendor's written objection to such assignment within thirty (30) days of Customer's written notice. Any purported assignment in violation of this section shall be void. No assignment, delegation, or transfer will relieve Customer of any of its obligations or performance under this Agreement. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. Vendor may immediately terminate this Agreement for cause by written notice in the event Customer undergoes a change of control, or proposes to continue with a change of control despite Vendor's objection, in each case, that does or will result in Customer Controlling or being Controlled by, directly or indirectly, any direct competitor of Vendor.

19. Force Majeure

Neither party to this Agreement shall be liable for its failure, delay, or hindrance in performing any of its obligations (other than payment obligations) hereunder to the extent such failure, delay, or hindrance is attributable to a Force Majeure Event. The party affected by such event or circumstance will promptly notify the other party of such failure, delay, or hindrance and shall use commercially reasonable efforts to limit the effect of such event or circumstance on the performance of its obligations.

20. Confidential Information

Each party acknowledges that (i) the Service, Content and any databases incorporate confidential and proprietary information developed or acquired by Vendor and its licensors, (ii) the Customer Data constitutes the confidential information of Customer and (iii) each party may receive or have access to other proprietary or confidential information disclosed and marked as confidential by the disclosing party (collectively, the "Confidential Information"). The receiving party will use the disclosing party's Confidential Information solely to perform its obligations and exercise its rights under the Agreement. The receiving party will take all precautions necessary to safeguard the confidentiality of the disclosing party's Confidential Information. The receiving party will not disclose, in whole or in part, the disclosing party's Confidential Information to any Person, except to Persons authorized by the disclosing party to receive such information, including disclosures of Customer Data to customers subscribed to the Deconfliction Service pursuant to this Agreement, as well as to the receiving party's Affiliates and their officers, directors, employees, (sub)contractors and service providers, agents, advisors and other representatives, if such disclosure is in further of performance under this Agreement and if such Persons are subject to restrictions no less protective of the disclosing party's Confidential Information as those contained in the Agreement. The parties acknowledge that any unauthorized use or disclosure of the disclosing party's Confidential Information may cause irreparable damage to the disclosing party. Confidential Information will not include information that (i) the receiving party independently developed without use of Confidential Information from the disclosing party, (ii) the receiving party lawfully obtained from a third party under no obligation of confidentiality, (iii) is or becomes available to the public other than as a result of any wrongful act of the receiving party or any of its employees or agents, or (iv) was in the receiving party's possession prior to disclosure. If the receiving party is compelled to disclose Confidential Information pursuant to legal process in a court of competent jurisdiction, the receiving party will be permitted to disclose that portion of Confidential Information that is required to be so disclosed. In case of compelled disclosure, the receiving party will notify the disclosing party, to the extent legally permitted, before disclosing any portion of the disclosing party's Confidential Information to any other Person.

21. Vendor's Affiliates and Subcontractors

Vendor may use Affiliates or subcontractors to provide the Service, Content, and Vendor Technology, and Maintenance, Support, and other services related thereto. Vendor remains responsible for its Affiliates' and subcontractors' compliance with Vendor's obligations under this Agreement.

22. Contracting Entity, Governing Law and Dispute Resolution

This Agreement and the rights of the parties hereunder shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to conflicts of laws provisions thereof. Subject to the remainder of this Section 22 below, any action arising under or in connection with this agreement may be brought in the Georgia State-Wide Business Court in the state of Georgia, United States of America; provided, that if the Georgia State-Wide Business Court shall lack jurisdiction, such action may be brought in another state or federal court in Fulton County, Georgia (collectively, the "Permitted Courts") and the parties: (i) consent to the jurisdiction of the Permitted Courts in such actions and (ii) agree not to plead or claim that such litigation brought in the Permitted Courts has been brought in an inconvenient forum. In any suit, arbitration, mediation, or other proceeding to enforce any right or remedy under this Agreement or to interpret any provision of this Agreement, the prevailing party will be entitled to recover its costs, including reasonable attorneys' fees, and all costs and fees incurred on appeal or in a bankruptcy or similar action.

(a) Cooperation

The parties agree that they will cooperate at all times in good faith. In the event of any dispute, which cannot be readily resolved within 30 days, the parties will each escalate the matter to their respective senior management who will meet in person or by telephone within 15 days of receipt of notice of the dispute, to attempt to resolve the open issues. The foregoing will not prevent either party from immediately seeking a temporary injunctive order or pursuing claims for indemnification in any court of competent jurisdiction.

(b) Arbitration

The parties agree that any dispute or claim that arises out of or relates in any way to the Agreement or the Service that is not resolved in accordance with Section 22(b) above will be resolved by arbitration in accordance with the provisions of this Section 22. Such arbitration will be final and binding.

(c) Class Waiver

Any arbitration proceeding under this Section 22 will take place on an individual basis. Class arbitrations and class or representative proceedings of any kind are not permitted and Customer (on behalf of itself and its Affiliates) expressly waives its ability to participate in a class or representative proceeding against Vendor or its Affiliates. If the arbitration clause is found inapplicable to the dispute or claim, this class waiver will continue to apply in litigation. Customer agrees (on behalf of itself and its Affiliates) that this class waiver is an essential element of the agreement between Customer and Vendor and that this class waiver may not be severed. In the event that this class waiver is deemed invalid or unenforceable, then the entire agreement to arbitrate in this Section 22 will be null and void.

(d) Arbitration Authority

Any dispute or claim subject to arbitration pursuant to this Section 22 must be submitted to binding arbitration before a single arbitrator administered by JAMS pursuant to JAMS Streamlined Rules. The arbitrator will be bound by and will strictly enforce the terms of this Agreement, including any limitations of liability contained herein, and may not limit, expand or otherwise modify any of the provisions of the foregoing. Any arbitration will be held in Atlanta, Georgia, unless otherwise agreed upon by the parties in writing. Each party will bear its own expenses in the arbitration and will share equally the costs of the arbitration; provided, however, that the arbitrator will award the applicable party any costs and fees to which it may be entitled under Section 13 in connection with any indemnification claim. Customer agrees that its transactions with Vendor evidence transactions in interstate commerce, and that the Federal Arbitration Act therefore governs the interpretation and enforcement of this Section 22 (notwithstanding the application of Georgia law to any underlying claims).

23. General

23.1

Order of Precedence. In the event of any inconsistency or conflict in contract terms, unless a lower priority document expressly supersedes a higher priority document by specifically referencing the inconsistent or conflicting term, the order of precedence will be, from highest to lowest priority: (a) the terms appearing in the applicable Order Form; and (b) these Master Terms.

23.2

Relationship of the Parties. The parties are independent contractors and nothing contained in this Agreement or otherwise will be deemed to create any partnership, joint venture, employment, or agency relationship between the parties or any of their Affiliates, agents, contractors, or subcontractors. The employees of Vendor will not be deemed to be employees of Customer, and the employees of Customer will not be deemed to be employees of Vendor.

23.3

Third Party Beneficiaries. Except as specified in the Agreement, the Agreement does not create any obligations of, or any rights, causes of action, or benefits, in favor of any Person other than Customer and its applicable Affiliates (and their respective successors and permitted assigns) and Vendor and its applicable Affiliates (and their respective successors and permitted assigns).

23.4

Publicity. Except as provided in Section 9.2.2, neither party may use the other party's Trademarks or otherwise refer to the other party, directly or indirectly, in any media releases, public announcements or promotional or marketing materials, without written approval from the other party, which may be given in such party's sole discretion. Approvals may be given via email.

23.5

Entire Agreement. The Order Form – including these Master Terms and any Attachments and Exhibits – constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings between the parties with respect to such matters, whether oral or written. No terms stated in any other Customer purchase order, privacy agreement, vendor agreement or other Customer form agreement will be incorporated into or form any part of the applicable Order Form (including these Master Terms and any Attachments and Exhibits) unless such document is signed by an officer of Vendor, explicitly references such Order Form, and states that it is intended to modify such Order Form.

23.6

Interpretation. The headings used in the Agreement are used for convenience only and are not to be considered in construing or interpreting the Agreement. The parties agree that the terms and conditions of the Agreement are the result of negotiations between the parties and that the Agreement will not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in the preparation of this Agreement. For purposes of this Agreement, unless the context requires otherwise: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation", and (b) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to the Agreement as a whole.

23.7

Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect.

23.8

Non-Wavier. The failure or delay of a party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by such party in writing.

23.9

Electronic Signatures. This Agreement and associated Order Forms and related documents may be executed and accepted by means of electronic or digital signatures. Any such electronic or digital signature will be deemed to satisfy all requirements imposed on electronic or digital signatures under the Electronic Signatures in Global and National Commerce Act (E-SIGN), and any similar Laws relating to the validity or enforceability of electronic or digital signatures.

23.10

Counterparts. This Agreement and each Order Form may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement or any Order Form delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement or such Order Form.

Defined Terms

"Acceptable Use Policy" means Vendor's Acceptable Use Policy available at https://aeropoint.com/legal/acceptable-use-policy.

"Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device, used alone or in combination, to verify an individual's identity and authorization to access and use the Service.

"Agreement" means and consists of the applicable Order Forms (including any Attachments or Exhibits thereto) and these Master Terms (including any Schedules and Exhibits hereto or other terms and conditions incorporated by reference herein).

"Affiliate" means any entity that directly or indirectly (through one or more intermediaries) controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this Agreement, means ownership or control, directly or indirectly, of more than fifty percent (50%) of the voting interests of the subject entity or the legal power to direct or cause the direction of the general management of such entity, whether by contract or otherwise.

"Annual Billing Term" means, individually, each twelve (12) – month period following the commencement of the Initial Subscription Term.

"API Call" has the meaning provided in Section 6.1 of the Master Terms.

"Attachment" means additional terms and conditions specific to an Order Form that are incorporated by reference therein or attached thereto.

"Business Day" means Monday to Friday (excluding major holidays in on which banks in Atlanta, Georgia are required or permitted to close.

"Confidential Information" has the meaning provided in Section 20.

"Content" means audio, video, image, data, and text owned by Vendor, or created by Vendor (whether or not in connection with this Agreement), and provided or made available to Customer or its Users through the Service or otherwise pursuant to an Order Form, including any Modifications to any of the foregoing. For clarity, "Content" does not include any Customer Data or any audio, video, image, data, or text owned by a third party.

"Customer" has the meaning provided in the preamble of the Master Terms.

"Customer Data" means (a) Customer Provided Data, and (b) the content of any reports, summaries, output, or other data, information or materials derived solely from, or incorporating only, Customer Provided Data, and that are created, generated, or processed via the Service by Customer or any User, which, in each case, is not publicly available.

"Customer Indemnitees" has the meaning provided in Section 13.2 of the Master Terms.

"Customer Provided Data" means any data, information or material that (a) Customer or any User enters into the Service in the course of using the Service, or (b) is gathered or collected through the Service directly from third parties at Customer's or a User's request, in each case, in any format, including hard copy and electronic versions thereof.

"Deconfliction Service" means Vendor's Service that is intended to assist users in identifying potentially conflicting flight plans.

"Designated National" means a national or resident of an Embargoed Country, or any Person that, at any time relevant to this Agreement, is on the U.S. Department of Treasury's List of Specially Designated Nationals, the U.S. Department of Commerce's Table of Denial Orders.

"Disclosing Party" has the meaning provided in Section 20.

"Documentation" means the standard user documentation, manuals, and user guides available to Customer and its Users within the Service, in each case, as may be amended or supplemented by Vendor from time to time.

"Effective Date" means the Order Effective Date for the first Order Form executed hereunder.

"Embargoed Country" means any country as to which the United States maintains an embargo at any time relevant to the Agreement.

"Excluded Claim" means any claim arising from any infringement or misappropriation (or alleged infringement or misappropriation) resulting from or caused by (a) access to or use of the Service, Content, or Vendor Technology in combination with any products, service, hardware, system, software, network, business process(es), or other materials or service not provided by Vendor or specified for Customer's use in the Documentation or the Agreement, (b) Third Party Applications or Third Party Materials, (c) Customer Data, (d) any modification of the Service, Content, or Vendor Technology made without Vendor's specific written approval, (e) failure to timely implement any Modifications made available to Customer by or on behalf of Vendor, or (f) any misuse of the Service, Content, or Vendor Technology.

"Force Majeure Event" means any circumstance or cause beyond a party's reasonable control and not caused by such party, its agents or employees, including, without limitation, (a) acts of God, (b) flood, fire, earthquake, severe weather event, explosion, accident, epidemic, quarantine or other natural or man‑made disaster, (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, sabotage, riot, national or regional emergencies or other civil disturbances, (d) acts or failures to act of any governmental or regulatory body (whether civil or military, domestic or foreign), embargoes or blockades, (e) strikes, lockouts, labor stoppages or slowdowns or other industrial disturbances, and (f) outage or shortage of adequate power, telecommunications, internet, supplies, raw materials, fuel, infrastructure or transportation.

"Harmful Code" means software viruses, worms, time bombs, Trojan horses or other harmful or malicious computer code, files, scripts, agents or programs.

"Initial Subscription Term" means, for each Subscription under an Order Form, the initial term specified in the applicable Order Form.

"Intellectual Property Rights" means any or all of the following and all rights in, arising out of or associated therewith throughout the world: (a) all inventions (whether or not patentable), improvements thereto and all patents and applications therefor and all reissues, divisions, divisionals, renewals, extensions, provisionals, continuations, continuations-in-part, documents and filings claiming priority to or serving as a basis for priority thereof, (b) works of authorship, copyrights (including computer software programs), copyrights registrations and applications therefor, and all other rights corresponding thereto, (c) trade secrets and all proprietary information, including non-public know how, technology, business methods, technical data and customer lists, and all documentation relating to any of the foregoing, (d) all Trademarks, (e) all industrial designs and any registrations and applications therefor, (f) all databases and data collections and all rights therein, (g) all moral rights of authors and inventors, however denominated, (h) all web sites, domain names, internet addresses or related registrations, and (i) any similar or equivalent rights to any of the foregoing.

"Laws" means local, state, national, and foreign laws, rules, treaties, regulations, ordinances, and other decrees of any governmental authority.

"Maintenance" means the design, development, implementation, and deployment of Modifications that are not custom-developed exclusively for any customer. For clarity, Maintenance does not include any design, development, or implementation that is specific to Customer, its Specified Affiliates, or any User.

"Maintenance Window" means Saturday and/or Sunday between 11 PM the prior day to 6 AM US EST/EDT.

"Mobile Application" means a mobile or tablet website or application.

"Modification" means changes, Upgrades, Updates, modifications, or enhancements to, or derivative works of, a Service or Vendor Technology made by or on behalf of Vendor.

"Monthly Billing Term" means, individually, each one (1) – month period following the commencement of the Initial Subscription Term.

"Order Form" means an ordering document (as amended or supplemented from time to time in accordance with this Agreement) between Vendor and Customer (or a Specified Affiliate) evidencing the Subscription for the applicable Service and any subsequent ordering document for any Service, specifying, among other things, (a) that such ordering document is governed by the terms of this Agreement, (b) the Subscriptions contracted for, (c) the Subscription Fees, (d) the billing period, and (e) other charges as agreed to between the parties. An Order Form may be a written or an electronic agreement, and may also include online forms or terms that have been "accepted" or "agreed" by Customer. For purposes of the Master Terms, unless the context requires otherwise, any reference to an Order Form includes any Attachments or Exhibits thereto.

"Order Effective Date" means, for the applicable Order Form, the effective date set forth therein or, if no such date is specified, the later of the dates of signature of such Order Form by the parties.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.

"Personal Data" means that portion of Customer Data that is subject to Privacy Laws.

"Personnel" means agents, employees, officers, directors or contractors employed, engaged or appointed by a Person.

"Policies" means any and all Vendor policies incorporated into this Agreement by reference or posted on the Service, including Vendor's privacy policy (located at https://aeropoint.com/legal/privacy-policy) and Acceptable Use Policy.

"Privacy Laws" means applicable Laws, in any and all relevant jurisdictions worldwide, that relate to (a) the confidentiality, collection, use, handling, processing, protection, destruction, transfer or free movement of personal data, personally identifiable information or customer information, (b) electronic data privacy, (c) trans-border data flow and/or (d) data protection.

"Renewal Term" has the meaning assigned in Section 11.1.2 of the Master Terms.

"Service" means any or all of the following, including any Modifications thereto, as applicable: (a) Vendor's software applications, hosted on a computing system owned, operated, and/or controlled by Vendor or any Vendor Affiliate, that are ordered by Customer or a Specified Affiliate under any Order Form and remotely accessed by Customer and its Users, including via a website on the World Wide Web or Mobile Application designated by Vendor, (b) associated online or offline components described in any Order Form or otherwise provided to Customer or a Specified Affiliate by Vendor (or its Affiliates or sub-contractors) pursuant to an Order Form, including, where applicable, certain other Vendor Technology, in each case, to the extent required for the provision and use of such hosted software applications, and (c) all other software and work product developed for or provided to Customer or its Specified Affiliates by Vendor (or its Affiliates or subcontractors) in the performance of any Maintenance or Support. References to the Service excludes any Third Party Application, Third Party Materials and the provision Maintenance and Support.

"Specified Affiliate" means the Affiliates of Customer specified in an Order Form.

"Subscription" means the right to access and use a Service during the applicable Subscription Term, subject to payment of fees and charges pursuant to this Agreement.

"Subscription Administrator" means each User designated by Customer in accordance with this Agreement who is authorized to (a) order Subscriptions, additional User Accounts, and additional services by submitting (and, where required, executing or accepting) Order Forms, or any addendum or amendment thereto, whether in writing or online via the Service, (b) create User Accounts, and (c) otherwise administer Customer's and its Users' use of and access to the Service.

"Subscription Fee" means (a) the access fee per Specified Affiliate under the applicable Order Form, plus (b) any other on-going/recurring service fees under that Order Form.

"Subscription Term" means the period commencing on the applicable Order Effective Date and continuing until the expiration of the applicable Initial Subscription term and all Renewal Terms, if any, unless earlier terminated in accordance with the terms of the Agreement.

"Support" means the telephone or remote electronic support services set forth in Section 2.6.

"Taxes" means any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales and use, or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction.

"Third Party Applications" means any software application (including any Web-based application) not developed or owned by Vendor that interoperates with a Service, including any software application developed by Customer or by a third party on Customer's behalf.

"Third Party Materials" means data, content, software, or other materials provided by a third party that are not Third Party Applications and that are not owned by Vendor.

"Trademarks" means business names, product names, trademarks, service marks, brand names, or logos, whether registered or unregistered.

"Update" means a permanent fix or solution to a known problem or bug in the Service.

"Upgrade" means a major revision to the Service, which adds new and different functions or capabilities to the Service.

"User" means any employee, representative, consultant, contractor, or agent of Customer or its Specified Affiliates who is authorized by a Subscription Administrator in accordance with this Agreement to use a Service and who has been supplied Access Credentials in accordance with this Agreement for access to such Service.

"User Account" means the right to access the Service associated with the Access Credentials allocated to an individual User in accordance with this Agreement.

"Vendor Indemnitees" has the meaning provided in Section 13.1 of the Master Terms.

"Vendor Technology" means all proprietary technology (including as identified in an Order Form, and any other software, hardware, networks, systems, products, processes, algorithms, data, user interfaces, know-how, techniques, designs, requirements, plans, and other tangible or intangible technical material or information) of Vendor or its Affiliates or licensors made available to, or otherwise utilized by Vendor or its Affiliates to perform Vendor's obligations for, Customer, Customer's Specified Affiliates, or any of their respective Users in connection with this Agreement, including any Modifications thereto.

Exhibit 2: Acceptable Use Policy

This Acceptable Use Policy (a) supplements the AeroPoint Master Service Subscription Terms ("Master Terms") and is a part of the Agreement between Customer and Vendor to the extent it applies to Customer, and (b) supplements and is a part of the End User Terms of Use between User and Vendor to the extent it applies to User, and, in each case, it describes the acceptable use of the Service and the restrictions applicable to such use.

1. Customer-Specific Terms

1.1

Customer shall not, and shall not permit any User or any other Person to, access or use the Service, Content, or Vendor Technology except as expressly permitted by the Agreement.

1.2

Customer acknowledges and agrees that access to the Service, Content, and Vendor Technology will be restricted to Users of Customer and its Specified Affiliates logging in with the proper Access Credentials.

1.3

Customer will not impersonate another user or provide false identity information to gain access to or use the Service, Content or Customer Data.

2. User-Specific Terms

2.1

User shall not, and shall not permit any other Person to, access or use the Service, Content, or Vendor Technology except as expressly permitted by the End User Terms of Use.

2.2

User shall not attempt to access the Service, Content, or Vendor Technology by any means other than logging in with proper Access Credentials.

2.3

User will not impersonate another user or provide false identity information to gain access to or use the Service, Content or Customer Data.

3. Restrictions of Use Applicable to Customers and Users

For purposes of clarity and without limiting the generality of the foregoing, neither Customer nor User shall, except as expressly permitted by the Agreement or the End User Terms of Use, as applicable:

3.1

license, sublicense, offer, sell, lend, pledge, rent, lease, resell, assign, distribute, publish, transfer or otherwise make available to any Person or commercially exploit the Service, the Content, or the Vendor Technology in any way, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;

3.2

copy, reproduce, translate, modify or make derivative works or improvements of or based upon the Service, the Content, or the Vendor Technology;

3.3

create Internet "links" to the Service or "frame," "mirror," or utilize framing techniques to enclose the Service or any Content on any other server or wireless or internet-based device;

3.4

reverse engineer or disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services, Content or Vendor Technology, in whole or in part, except to the extent applicable Law requires Vendor to permit such activities;

3.5

access or use the Service, Content, or Vendor Technology for purposes of (a) building, developing, or providing a competitive product or service, (b) building, developing, or providing a product using similar ideas, features, functions or graphics of the Service, (c) copying any proprietary features, functions or graphics of the Service, (d) conducting competitive analysis, (e) using a competing software service or product, or (f) any other purpose that is to the Vendor's detriment or commercial disadvantage;

3.6

access or use the Service, Content, or Vendor Technology in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Vendor customer), or that violates any applicable Law;

3.7

access or use the Service, Content, or Vendor Technology to send spam or otherwise duplicative or unsolicited messages in violation of applicable Laws;

3.8

access or use the Service, Content, or Vendor Technology to send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortious material, including material harmful to children or violative of third party privacy rights;

3.9

bypass or breach any security device or protection used by the Service, Content, or Vendor Technology or access or use the Service, Content, or Vendor Technology other than by a User through the use of his or her own then valid Access Credentials;

3.10

input, upload, transmit, or otherwise provide to or through the Service, Content, or Vendor Technology, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

3.11

damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, Content, Vendor Technology, Vendor's Mobile Application or website, Vendor's computing systems or Vendor's provision of services to any third party, in whole or in part;

3.12

remove, delete, alter, or obscure any Trademarks, Documentation, end-user license agreement, warranties, or disclaimers, or any copyright, Trademark, patent, or other intellectual property or proprietary rights notices from any Service, Content, or Vendor Technology, including any copy thereof;

3.13

scrape or data-mine the Service, Content, or Vendor Technology (including through the use of any robot, spider or other automated device); or

3.14

otherwise access or use the Service, Content, or Vendor Technology beyond the scope of the authorization granted under the Agreement or the End User Terms of Use, as applicable.

4. Remedies Applicable to Customers and End Users

In addition to any remedies available to Vendor under the Agreement or the End User Terms of Use, as applicable, in the event Customer or User violates this Acceptable Use Policy, Vendor may (a) suspend or terminate Customer's Subscription or the applicable User's User Account, (b) report any illegal activity to appropriate legal authorities, (c) issue verbal or written warnings, or (d) seek injunctive relief and/or monetary damages.