Legal Notices

Pilotbase Subscription Agreement

Effective Date: August 20, 2026

IMPORTANT: CAREFULLY READ ALL THE TERMS AND CONDITIONS OF THIS SUBSCRIPTION AGREEMENT (THE “SUBSCRIPTION AGREEMENT”). THIS SUBSCRIPTION AGREEMENT IS A LEGALLY BINDING CONTRACT BETWEEN YOU AND KEYES TECHNOLOGY, LLC, D/B/A PILOTBASE (“PILOTBASE”) PERTAINING TO YOUR SUBSCRIPTION SERVICES TO ACCESS AND USE PILOTBASE’S PROPRIETARY PLATFORM, MADE AVAILABLE FROM THE PILOTBASE WEBSITE AND PILOTBASE’S SOFTWARE. THIS SUBSCRIPTION AGREEMENT IS INCORPORATED BY REFERENCE INTO THE ORDER FORM ENTERED INTO BETWEEN YOU AND PILOTBASE. UNLESS OTHERWISE SPECIFIED, ALL CAPITALIZED TERMS SHALL HAVE THE MEANINGS SET FORTH IN SECTION 16 OF THIS SUBSCRIPTION AGREEMENT.

1. Electronic Signature Consent.

The Platform and all content and materials provided by Pilotbase are made available to you from Pilotbase on the express condition that you accept, without modification, and abide by each term and condition of this Subscription Agreement. Your access and use of the Service and the Platform is conditioned upon your continued compliance with each term and condition of this Subscription Agreement. Pilotbase reserves the right to change the terms of this Subscription Agreement at any time by reasonable notice, including without limitation by posting revised terms on the Platform or the Pilotbase Website (which shall constitute reasonable notice), and such amended terms shall be binding upon you upon your continued use of the Service following such posting. You agree to conduct each transaction by electronic means and Pilotbase and you hereby state that electronic signatures shall have the same force and effect as an original signature with respect to this Subscription Agreement and all written agreements entered into between you and Pilotbase. If you are entering into this Subscription Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity.

2. Order Form and Accounts.

2.1 Pilotbase will make the Platform available to you and your Users, and will perform the Service as set forth in the Order Form in accordance with Pilotbase’s standard practices, policies and procedures. Pilotbase shall be obligated to perform the Service only for those features listed in the Order Form for which you have paid in full all fees and charges (or which you are otherwise authorized to access and use without charge). Any onboarding, data migration, storage or customization services related to the Platform to be performed by Pilotbase will be performed in accordance with the special terms set forth in the Order Form.

2.2 Access to the Platform or the Service by you and your Users will require an Account to be first established and activated. You may sign up for an Account by completing the online forms and steps required by Pilotbase, including reading and agreeing to abide by the terms of this Subscription Agreement and any additional terms set forth on the Account set up page(s). Pilotbase reserves the right to decline to activate an Account for any person for any reason. If your Account is activated, you will be permitted to log in, view, load, post, and use the features of the Platform and the Service for which you and each of your Users have been registered.

2.3 You are liable and responsible for all activity occurring under your Account and each Account set up by you or activated by any User authorized by you. You and your Users agree to abide by the EULA. You and your Users shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with your use of the Service, including those related to data privacy, international communications and the transmission of technical or Personal Data (as defined in the Privacy Policy). You shall: (i) notify Pilotbase immediately of any unauthorized use of any password or Account or any other known or suspected breach of security; (ii) report to Pilotbase immediately and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by you; and (iii) not impersonate another Pilotbase user or misrepresent affiliation or provide false identity information to gain access to or use the Service. You will not share access credentials for the Platform, allow the shared use of any User’s login, exceed the agreed upon number of Users, or otherwise access and use the Platform beyond the scope of the authorization granted by Pilotbase. You must ensure that you and each of your Users exit from your Account at the end of each session.

2.4 In addition, you are solely and exclusively responsible for how you use information provided through the Service. Certain information included in the Service will be provided by parties other than Pilotbase, and Pilotbase has no responsibility for that information and does not verify its accuracy or completeness. Such information does not substitute for your independent verification, knowledge, judgment or decisions, all of which are your sole responsibility, even if information provided by the Service is inaccurate or incomplete.

3. Fees & Payment.

3.1 You shall pay all fees or charges that are applicable to your registered Account, as set forth in an Order Form and in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable, and your continued use of the Service is conditioned upon prompt payment of all applicable fees. Payments must be made in advance. All amounts paid are nonrefundable. Pilotbase reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least thirty (30) days prior notice to you, which notice may be provided by e-mail. Your continued use of the Service following notice of such changes shall constitute your acceptance of such changes. All pricing terms are confidential, and you agree not to disclose them to any third party.

3.2 If you have arranged for payment by credit card, debit card or ACH, Pilotbase may charge your card or account on or after the invoice due date. In order to make payments online, you must submit the necessary contact and payment information, including, without limitation, your name, address, credit card and email. You represent that any payment information provided shall be accurate, complete and correct and that you shall have lawful right to provide such information to Pilotbase for use in processing your payments for the Services. In order to make such payments, you must be 18 years of age or over, and you confirm and instruct Pilotbase or its authorized vendors to store and process or collect any payments when due from such credit or debit card or account. Pilotbase may charge tax in states where such purchases are taxable and your account payment confirmation will include both the purchase price and sales tax based on the bill-to address in the Order Form or, if unavailable, associated with your payment method on file, at the sales tax rates then in effect. You agree that you are responsible for all charges incurred by your use of the Services and you expressly authorize Pilotbase or its authorized vendors to charge the credit card or other payment method provided by you or listed on your Account for any outstanding fees or costs due to Pilotbase for the Services pursuant to an Order Form.

3.3 Pilotbase may facilitate your payments through a third-party payment processing vendor. All terms related to such payment processing services, including assessment of payment processing rates and fees, will at all times be governed by and in accordance with the relevant Third-Party Terms for such Third-Party Components (as such terms are defined hereinbelow).

4. Billing and Renewal.

4.1 Pilotbase charges and collects in advance for use of the Service. The applicable subscription renewal amount shall be calculated based on the then current Billable Service Components in your Account. You may make changes to certain Billable Service Components as permitted within the Platform, and any such changes shall be effective upon Pilotbase’s confirmation, and the applicable Order Form will be amended or deemed amended accordingly as of the effective date of such changes. Receipts will be emailed to your email address specified on the Order Form or otherwise collected via Pilotbase’s order entry process.

4.2 Pilotbase’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding only United States (federal or state) taxes based solely on Pilotbase’s income.

4.3 You agree to provide Pilotbase with complete and accurate billing and contact information. This information includes your legal company name, street address, e-mail address, and name and telephone number of an authorized billing contact and any Administrator. You agree to update this information as permitted within the Platform within thirty (30) days of any changes. If the contact information you have provided is false or fraudulent, Pilotbase reserves the right to immediately terminate your access to the Service in addition to any other legal remedies.

4.4 If you believe your bill is incorrect, you must contact us in writing within thirty (30) days of the date of the invoice containing the amount in question to be eligible to receive an adjustment or credit.

4.5 You are responsible for monitoring your subscription and any associated Billable Service Components. Administrators and any of your Users with permissions enabled to do so can add Billable Service Components, which will be deemed added to your Order Form with Pilotbase. No refund or credit shall be issued for removed Billable Service Components. If you add Billable Service Components not already reflected in an Order Form, (a) a prorated charge will be issued from the day the Billable Service Component was added to the end of the billing term, (b) you authorize Pilotbase to immediately upgrade your subscription to the next tier as applicable (and the Order Form will be amended or deemed amended to reflect the new tier for the Service), and (c) you consent to and agree to pay any increase in fees as a result. Pilotbase shall have no obligation to notify you of such a change in the subscription amount.

5. Non-Payment and Suspension.

In addition to any other rights granted to Pilotbase under this Subscription Agreement, Pilotbase reserves the right to suspend your access to the Service or terminate this Subscription Agreement if your Account becomes delinquent. Delinquent invoices are subject to interest of 1.0% per month on any outstanding balance, or the maximum amount permitted by law, whichever is less, plus all expenses of collection. You shall continue to be charged for the Service for any period of suspension. If you or Pilotbase initiates termination of this Subscription Agreement, you will be obligated to pay the balance due on your Account computed in accordance with the Billing and Renewal section above. You agree that Pilotbase may charge such unpaid fees to your payment method on file or otherwise bill you for such unpaid fees. If you prepay on a periodic basis other than annually, Pilotbase retains the right to require you to pay on an annual basis if your payment method on file has been declined more than twice during a calendar year. Pilotbase reserves the right to impose a reconnection fee in the event you are suspended and thereafter request access to the Service. You agree and acknowledge that Pilotbase has no obligation to retain Customer Data and that such Customer Data may be irretrievably deleted if your Account is thirty (30) days or more delinquent.

6. Termination.

6.1 This Subscription Agreement shall commence on the Effective Date and continue in effect until terminated in accordance with its terms. Pilotbase may terminate this Subscription Agreement immediately upon notice to you at any time, for any reason or no reason, in its sole and absolute discretion without obligation to refund any prepaid fees. You may terminate an Order Form in accordance with its terms, and you may terminate this Subscription Agreement upon at least sixty (60) days’ written notice if there are no Order Forms outstanding on the date of such termination. There are no refunds for subscription payments. In the event you are accessing the Service during a “free trial” period, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination. In addition, Pilotbase may terminate a “free trial” Account at any time in its sole discretion. You agree and acknowledge that Pilotbase has no obligation to retain the Customer Data and may delete such Customer Data at any time after termination of this Subscription Agreement for any reason. In addition, you may be charged a reactivation fee at Pilotbase’s option, in order to reactivate any previously deactivated Accounts.

6.2 Each of (i) a failure to pay any amount when due, (ii) any unauthorized use of your Account, your password, the Pilotbase Technology, or the Service, or (iii) any actual or proposed change in control of you that results or would result in a direct competitor of Pilotbase directly or indirectly owning or controlling 50% or more of you, is a material breach of this Subscription Agreement. Pilotbase, in its sole and absolute discretion, may immediately terminate this Subscription Agreement if you breach or otherwise fail to comply with any term or condition of this Subscription Agreement.

6.3 All rights and obligations set forth in this Subscription Agreement that by their nature intended to survive termination (including without limitation confidentiality obligations and intellectual property) shall survive termination for any reason.

7. Representations and Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Subscription Agreement. You represent and warrant that you have neither falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is accurate, correct and complete.

8. Disclaimers and Limitations of Liability.

8.1 PILOTBASE AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE PILOTBASE TECHNOLOGY, THE PLATFORM, THE SERVICE OR ANY CONTENT. PILOTBASE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE AND THE PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THE SERVICE AND THE PLATFORM WILL MEET ANY USER REQUIREMENTS OR EXPECTATIONS, (C) ANY CONTENT WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, CONTENT, SYLLABUS MATERIALS OR ANY OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE OR THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS, (E) ERRORS OR DEFECTS WILL BE CORRECTED, OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE PILOTBASE TECHNOLOGY, THE PLATFORM, THE SERVICE AND ALL CONTENT IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. EXCEPT AS OTHERWISE EXPLICITLY CONTAINED HEREIN, PILOTBASE AND ITS LICENSORS HEREBY DISCLAIM, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS.

8.2 IN NO EVENT SHALL PILOTBASE’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL PILOTBASE AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING QUIET ENJOYMENT, NON-INFRINGEMENT, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE OR ANY CUSTOMER DATA PROCESSED ON THE PLATFORM, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY REGARDLESS OF THE LEGAL OR EQUITABLE THEORY UNDER WHICH THE CLAIM ARISES, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), INDEMNITY, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY IS AN AGGREGATE LIMIT AND WILL NOT BE INCREASED BY THE EXISTANCE OF MORE THAN ONE CLAIM. Certain states and/or jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of damages, so some or all of the exclusions set forth above may not apply to you; in such cases, Pilotbase’s liability shall be limited to the greatest extent permitted under applicable law.

8.3 YOU ACKNOWLEDGE AND AGREE THAT PILOTBASE HAS NO CONTROL OVER ACCESS TO, OR THE FUNCTIONING OF, THE INTERNET. PILOTBASE’S SERVICES MAY BE SUBJECT TO UNAVAILABILITY, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. PILOTBASE IS NOT RESPONSIBLE FOR AND SHALL NOT BE LIABLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.

8.4 Without limiting anything in this Subscription Agreement, you agree that that in no event will Pilotbase be liable or responsible to you for, and you waive any rights you may have to, claims, costs, damages, losses, liabilities or expenses arising out of any services, platforms, systems or applications of any third party or any products, services or information provided by any third party, even if included in or accessed through the Service or the Platform.

8.5 Aviation Safety Disclaimer: Pilotbase does not provide airworthiness determinations, weather services, NOTAM services, maintenance services, flight-planning services, regulatory compliance services, operational control services, or go/no-go flight decision services. The Service is not a substitute for pilot training, pilot judgment, instructor judgment, operator oversight, required pre-flight inspections, FAA-required procedures, aircraft instruments, avionics, approved flight manuals, maintenance records, official weather sources, FAA publications, or any other information or resources required by applicable law or safe flight operations. You acknowledge and agree that all decisions relating to aircraft operation, maintenance, dispatch, routing, weather avoidance, regulatory compliance, flight safety, and the commencement, continuation, diversion, delay, or termination of any flight remain solely the responsibility of the pilot in command, flight instructor, or other aircraft operator, as applicable. You further acknowledge that the pilot in command retains final authority and responsibility for the safe operation of the aircraft and for obtaining and evaluating all information required for safe flight operations. You shall not rely on the Service as the basis for any aviation safety, operational, maintenance, regulatory, dispatch, emergency, or flight-related decision. Use of the Service during pre-flight, in-flight, or post-flight operations is at your sole risk. Pilotbase disclaims all liability arising from or related to any flight, aviation incident, accident, aircraft damage, personal injury, death, or other loss allegedly resulting from or related to the use of, inability to use, or reliance upon the Service or the Platform.

9. Modifications.

Pilotbase reserves the right to modify the terms and conditions of this Subscription Agreement or its policies and procedures relating to the Service (including payment) at any time, effective upon posting of an updated version of this Subscription Agreement in the “Legal Notices” section within the Platform. Continued use of the Service after any such changes shall constitute your consent to such changes.

10. Intellectual Property Ownership; Confidentiality.

10.1 Pilotbase (and its licensors, where applicable) shall own all right, title and interest, including all related Intellectual Property Rights, in and to the Pilotbase Technology, the Content and the Service. You may (but are not obligated to) provide suggestions, comments, recommendations, or other feedback to Pilotbase relating to the Service, the Platform, or any other Pilotbase offerings (collectively, “Feedback”). You hereby grant to Pilotbase a perpetual, irrevocable, non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers), transferable, worldwide license to use, reproduce, modify, distribute, and create derivative works of Feedback for any purpose. Pilotbase has the right, but not the obligation, to use Feedback in any way without attribution, accounting, compensation, or other obligation to you. You acknowledge that any Feedback is provided voluntarily and without expectation of compensation or confidential treatment. This Subscription Agreement is not a sale and does not convey to you any rights of ownership in or related to the Service, the Pilotbase Technology or the Intellectual Property Rights owned by Pilotbase and its licensors, where applicable. The Pilotbase name, the Pilotbase logo, and the product names associated with the Service are trademarks of Pilotbase or third parties, and no right or license is granted to you to use them.

10.2 From time to time, whether prior to or during the term of this Subscription Agreement, Pilotbase may disclose or make available to you information about its business, products, product updates or enhancements, business or product plans, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written or electronic form or media, and whether or not marked, designated, or otherwise identified as "confidential" at the time of disclosure (collectively, "Confidential Information"), and which shall expressly include the Pilotbase Technology, the Content, the Platform and the Service. The Confidential Information is vital to the business of Pilotbase and its value depends upon it not being generally known. You will employ all reasonable steps to protect such Confidential Information from unauthorized or inadvertent use, dissemination or disclosure. You agree to hold the Confidential Information in strict confidence and take all necessary steps to ensure that access is not provided to any person or entity other than you and your Users and, if applicable, your bona fide employees or agents who reasonably require such access in order for you to use the Service, provided each of the foregoing are legally obligated to protect the Confidential Information from unauthorized use, dissemination and disclosure. You are liable and responsible for any actions of such parties that may result in unauthorized use, dissemination and disclosure of Confidential Information. The foregoing obligations of non-disclosure are effective as of the date such Confidential Information is first disclosed, and will expire five years thereafter; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Subscription Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.

11. Access and Restrictions on Use.

11.1 Provided that you are not in breach of this Subscription Agreement, Pilotbase hereby grants you and your Users a limited, revocable, non-exclusive, non-transferable, non-sublicensable, worldwide license to access and use the Service as specified in the Order Form, solely for your personal or internal business use, and not to download (other than page caching) or modify it, or any portion of it, except with express written consent of Pilotbase. This license does not include or permit: (i) any resale or commercial use of the Service, the Platform or the Content; (ii) any collection and use of any product listings, descriptions, or prices; (iii) any derivative use of the Service, the Platform or the Content; (iv) any downloading or copying of Account information for the benefit of another person or business; (v) any use of automated data mining tools such as “spiders,” “robots,” , “scrapers”, or other automatic device, process or means to access the Service or similar data gathering and extraction tools, or otherwise engage in screen scraping, database scraping or harvesting or any information or data (including email addresses, IP addresses, or other personal information; or (vi) access the Service using means to mask, rotate, spoof, or otherwise obscure the user’s IP address or identity. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Pilotbase and its affiliates without Pilotbase’s express written consent.

11.2 The Service includes access to Pilotbase’s proprietary software, accessible through a web-browser interface and data encryption, transmission and storage, hosted on the Platform. You may not access the Platform and use the Service if you are or are employed by a direct competitor of Pilotbase, or if you are engaged in the design, development or marketing of similar products or services, except with Pilotbase’s prior written consent. In addition, you may not access the Platform and use the Service for purposes of monitoring its availability, performance, functionality, or for any other benchmarking, competitive analysis or other competitive purposes, or otherwise publish or disclose to any third party any performance data, benchmarks, or results of any testing or evaluation of the Service without Pilotbase’s prior written consent. No material from any Pilotbase Website may be copied, reproduced, republished, uploaded, posted, transmitted, or distributed in any way, except with express written consent of Pilotbase. You shall not, nor assist any person or entity to, (i) rent, lease, publish, transfer, license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service or the Content in any way, including on or in connection with the internet or any times-sharing, service bureau, software as a service, cloud or other technology or service, or otherwise provide the Service, the Platform or its contents, for the benefit of a third party (except to the extent expressly permitted by Pilotbase or authorized with the Service); (ii) modify or make derivative works based upon the Service or the Content; (iii) “frame” or “mirror” any Content on any other server or wireless or Internet-based device; (iv) reverse engineer, decompile, dissemble, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any component of the Platform; (v) copy, modify, translate or create derivative works based on the Platform (except to the extent expressly permitted by Pilotbase or authorized with the Service); (vi) use the Service to store or process any data that Pilotbase has expressly identified as prohibited or input any data into the Platform or Service that you are not authorized to share under applicable law or your own obligations to third parties; (iv) remove any of Pilotbase’s proprietary notices or labels; (viii) use any Content obtained from or through the Service, including any outputs, reports, analytics or other materials generated by your access and use of the Service, to train, fine tune, validate or otherwise develop any artificial intelligence model, machine learning model, neural network or similar technology, whether owned by you or any third party, without Pilotbase’s prior written consent, or access or interface with the Service using any artificial intelligence agent, automated tool or similar technology, except as expressly permitted by Pilotbase in writing, or through features made available within the Platform; or (ix) access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Platform, (c) copy any ideas, features, functions or graphics of the Platform, or (d) conduct any activities that are to Pilotbase’s detriment or commercial disadvantage, as determined by Pilotbase in its sole discretion. The access and use granted to the Platform is personal to you and each individual User and an individual User’s access and use cannot be shared or used with any other User, but may be transferred by you, during the permitted period of use, to new Users who are replacing Users who will no longer use or have access to the Service. Any transfer of your or your Users’ access and use not in compliance with the foregoing may cause your and the transferee’s use of the Service to be terminated immediately or otherwise at Pilotbase’s sole discretion.

11.3 You may use the Service only for the purposes permitted in this Subscription Agreement and you shall not, nor assist any person or entity to, (i) send unsolicited messages (commercial or otherwise) or spam or otherwise duplicative or unsolicited messages in violation of applicable laws; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful material, including material harmful to children or of any third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; (v) attempt to gain unauthorized access to the Service or its related systems or networks; or (vi) transmit any material that may infringe the Intellectual Property Rights or other rights of third parties, including trademarks, copyrights, trade secrets or any rights of publicity and privacy.

11.4 You acknowledge that: (i) the Platform may contain (or permit access and use of) application programming interfaces (APIs), content, data, software or components that are either owned by a third-party or in the public domain (“Third-Party Components”) or may require your use of Third-Party Components in order for the Platform (or any Service, feature or functionality thereof) to be accessed, used and/or operated; and (ii) Pilotbase has no proprietary interest in such Third-Party Components, and as such, cannot grant you a license to use such Third-Party Components. A listing of such Third-Party Components, and all necessary consents, legal terms, end user license agreements and/or sublicenses from such third party in connection thereto (“Third-Party Terms”), is made available to you in the “Legal Notices” section within the Platform, or otherwise upon written request. Your use of any Third-Party Components shall remain subject to the applicable Third-Party Terms at all times. By accessing and using such Third-Party Components, you acknowledge and agree to fully comply with the applicable Third-Party Terms, as if set forth in full herein. PILOTBASE MAKES NO WARRANTIES OR REPRESENTATION AS TO THIRD-PARTY COMPONENTS (INCLUDING QUIET ENJOYMENT AND NON-INFRINGEMENT) AND FURTHER DISCLAIMS ANY AND ALL LIABILITY FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM YOUR USE THEREOF (INCLUDING INFRINGEMENT INDEMNIFICATION). PILOTBASE IS NOT OBLIGATED TO PROVIDE SUPPORT SERVICES FOR ANY THIRD-PARTY COMPONENTS UNLESS EXPRESSLY AGREED TO IN WRITING BY PILOTBASE UNDER A SEPARATE AGREEMENT. YOU FURTHER AGREE TO INDEMNIFY, HOLD HARMLESS AND DEFEND PILOTBASE, ITS LICENSORS, PARENT ORGANIZATIONS, SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, ATTORNEYS AND AGENTS FROM AND AGAINST ANY LOSSES THAT ARISE OR RESULT FROM YOUR USE OR DISTRIBUTION OF SUCH THIRD-PARTY COMPONENTS OR YOUR BREACH OF ANY THIRD-PARTY TERMS.

12. Customer Data.

12.1 Pilotbase does not own any Customer Data processed in the Service or hosted on the Platform and you are responsible for data migration and backing up all such Customer Data, unless otherwise expressly provided in the Order Form. Subject to the terms in this Subscription Agreement, Pilotbase’s Privacy Policy, and applicable Privacy and Data Protection Requirements, you shall be solely and exclusively responsible for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use all Customer Data, and Pilotbase shall provide you with a means to access and download any such Customer Data stored on the Platform; provided that, Pilotbase shall not be responsible or liable for storage of Customer Data or for your failure to download any stored Customer Data. Pilotbase reserves the right to suspend access to the Service under Section 5, and as a result, any Customer Data, without notice for any breach, including, without limitation, your non-payment. Upon termination for cause, your right to access or use Customer Data immediately ceases, and Pilotbase shall have no obligation to maintain or forward any Customer Data. OTHER THAN IN COMPLIANCE WITH APPLICABLE LAW AND APPLICABLE PRIVACY AND DATA PROTECTION REQUIREMENTS, AND UNLESS THE PARTIES HAVE EXECUTED A SEPARATE NON-DISCLOSURE AGREEMENT REGARDING SAME, PILOTBASE WILL NOT TREAT AS CONFIDENTIAL ANY NON-PUBLIC PROPRIETARY INFORMATION DISCLOSED BY YOU DURING THE PERFORMANCE OF SERVICES AND YOU DISCLOSE SUCH INFORMATION AT YOUR OWN RISK.

12.2 You hereby grant to Pilotbase a non-exclusive, royalty-free and fully paid, sublicensable (through multiple tiers, including to affiliates, subcontractors, and successors), transferable, worldwide license to access, collect, reproduce, distribute, create derivative works of, publicly display, publicly perform, and otherwise use the Customer Data for any purpose related to: (i) providing, maintaining, supporting, and securing the Services; (ii) developing, improving, and enhancing Pilotbase’s products, services, technologies, and offerings; (iii) operating Pilotbase’s business; (iv) exercising Pilotbase’s rights under this Subscription Agreement; (v) generating analytics, benchmarks, insights, reports, recommendations, or other outputs; (vi) creating Deidentified Customer Data; and (vii) combining Customer Data with data from other sources to create aggregated datasets. The licenses granted in clauses (ii), (iii), (v), (vi), and (vii) shall be perpetual and irrevocable and shall survive any termination or expiration of this Subscription Agreement. As between you and Pilotbase, you retain ownership of Customer Data in the form originally provided to Pilotbase, and Pilotbase owns all right, title, and interest in and to all analyses, models, model weights, and Deidentified Customer Data generated by or through the Services, free of any claims. Deidentified Customer Data shall not constitute Customer Data, and you agree that Pilotbase may make Deidentified Customer Data available to third parties and use Deidentified Customer Data for any and all purposes during and after the term of this Subscription Agreement. To the extent you have any Intellectual Property Rights in or to the Deidentified Customer Data, you hereby grant to Pilotbase a non-exclusive, irrevocable, perpetual, sublicensable (through multiple tiers), assignable, worldwide, royalty-free and fully paid license to reproduce, distribute, modify, and otherwise use and display the Deidentified Customer Data for any and all purposes. Further, Pilotbase may collect, store, and use data related to or derived from the operation of the Services or you or your Users’ use of the Services, including metadata, telemetry, technical logs, object definitions, usage patterns, feature interaction data, and performance information (“Usage Data”). Usage Data does not include or constitute Customer Data, and as between you and Pilotbase, Pilotbase owns all right, title, and interest in all Usage Data.

12.3 Notwithstanding the generality of the foregoing license, with respect to any Customer Data which is Personal Information, Pilotbase will process such Customer Data in accordance with applicable Privacy and Data Protection Requirements, its Privacy Policy, and the Data Processing Addendum. The Privacy Policy and Data Processing Addendum are part of this Subscription Agreement, incorporated herein by reference. Individual users, when they initially log in, will be asked whether or not they wish to receive marketing and other non-critical Service-related communications from Pilotbase from time to time. You may opt out of receiving such communications at that time or at any subsequent time by changing your preference in your Account settings. Note that because the Service is a hosted, online application, Pilotbase occasionally may need to notify all users of the Service (whether or not they have opted out as described above) of important non-commercial, non-promotional announcements regarding the operation of the Service. For so long as you are a paying customer of the Service, you agree that Pilotbase can disclose the fact that you are a paying customer.

12.4 If elected as part of the Service, certain features and functionality of the Platform may require the sharing and disclosure of your Customer Data, and that of your Users, only for the purpose of delivering Services and not for any purpose other than those specified in this Subscription Agreement or an Order Form and only to the extent not inconsistent with Privacy and Data Protection Requirements or Pilotbase’s Privacy Policy. By entering into an Order Form for any such features and functionality of the Platform that may require limited disclosure or sharing of your Customer Data, you hereby consent and agree to the sharing and disclosure of your Customer Data by Pilotbase and its service providers in the performance of the Service. You further agree to not use the Service to create, store, or distribute any Customer Data that is unlawful, fraudulent, defamatory, harassing, threatening, or that violates any third-party rights.

13. Indemnification.

13.1 You shall indemnify, defend and hold harmless Pilotbase, its licensors, parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys and agents from and against any and all claims, costs, damages, losses, liabilities and expenses, including reasonable attorneys’ fees and costs (collectively, “Losses”) arising out of or in connection with a claim by a third party: (i) alleging that any use of the Customer Data infringes the rights of, or has caused harm to, a third party; (ii) based on breach of this Subscription Agreement by you or any of your Users; or (iii) based on you or your User’s negligence or willful misconduct or use of the Service in a manner not authorized by this Subscription Agreement, or (iv) based on your failure to comply with applicable law. In any such case, Pilotbase shall (a) give written notice of the claim promptly to you; (b) give you sole control of the defense and settlement of the claim (provided that you may not settle or defend any claim without Pilotbase’s consent unless you unconditionally release Pilotbase of all liability and such settlement does not affect Pilotbase’s business); (c) provide to you all reasonable assistance at your expense; and (d) not compromise or settle such claim without your consent, which may not be unreasonably withheld, delayed, or conditioned.

13.2 Pilotbase shall indemnify, defend and hold you harmless from and against any and all Losses arising out of or in connection with a claim by a third party alleging that the access and use of the Service by you and your Users directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party. In any such case, you shall (a) promptly give written notice of the claim to Pilotbase; (b) give Pilotbase sole control of the defense and settlement of the claim (provided that Pilotbase may not settle or defend any claim without your consent unless it unconditionally releases you of all liability); (c) provide to Pilotbase all reasonably available information and requested assistance. THIS SECTION STATES PILOTBASE’S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY WITH RESPECT TO SUCH LOSSES. Notwithstanding the foregoing, Pilotbase shall have no indemnification obligation, and you shall indemnify Pilotbase, for any claims of infringement arising from your combination of the Service with any of other products, services, hardware or business process(s).

13.3 If the Platform or any Service is, or in Pilotbase’s opinion is likely to be, claimed to infringe, misappropriate, or otherwise violate any third-party Intellectual Property Rights, or if your or any User’s use of the Platform or Service is enjoined or threatened to be enjoined, Pilotbase may, at its option and sole cost and expense:

13.3.1 obtain the right for you to continue to use the Platform or Service materially as contemplated by this Subscription Agreement;

13.3.2 modify or replace the Platform or Service, in whole or in part, to seek to make the Platform or Service (as so modified or replaced) non-infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute the Platform or Service, as applicable, under this Subscription Agreement; or

13.3.3 by written notice to you, terminate this Subscription Agreement with respect to all or part of the Platform or Service, and require you to immediately cease any use of the Platform or Service or any specified part or feature thereof.

14. Miscellaneous Provisions.

14.1 This Subscription Agreement, together with each applicable Order Form (whether written or submitted online via the Platform), the Privacy Policy, and any applicable addenda or materials available on the Pilotbase Website specifically incorporated by reference herein, as such materials may be updated by Pilotbase from time to time in its sole discretion, comprise the entire and integrated agreement between you and Pilotbase and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. No text or information set forth on any other purchase order, preprinted form or document (other than an Order Form, if applicable) shall add to or vary the terms and conditions of this Subscription Agreement. In the event of any direct conflict with the terms of this Subscription Agreement, the following order of precedence shall apply: (i) an Order Form, with respect to the specific Services applicable thereto, (ii) the EULA, (iii) this Agreement, and (iv) any applicable addenda or materials available on the Pilotbase Website specifically incorporated by reference herein; provided that, none of the following terms herein may be modified or superseded unless expressly referenced and declared amended or superseded: Section 8 (Disclaimers and Limitations of Liability), Section 10 (Intellectual Property Ownership; Confidentiality), Section 12 (Customer Data), or this Section 14.1.

14.2 You may not assign this Subscription Agreement in whole or in part, whether voluntary or involuntary, by operation of law, or by merger, reorganization, or change of control (which in each case shall be deemed an assignment for purposes of this sentence), or otherwise, without the prior written consent of Pilotbase, and any attempted assignment in violation thereof is void. Pilotbase may assign its rights under this Subscription Agreement in whole or in part to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger, without notice and without your prior written consent.

14.3 The failure of Pilotbase to enforce any right or provision in this Subscription Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Pilotbase in writing.

14.4 If any provision of this Subscription 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.

14.5 No joint venture, partnership, employment, or agency relationship exists between you and Pilotbase as a result of this Subscription Agreement or use of the Service.

14.6 You will be responsible for compliance with all applicable laws, rules regulations, orders and ordinances of the United States of America and in any other jurisdiction applicable to you or your activities under this Subscription Agreement.

14.7 You hereby agree that, if the terms of this Subscription Agreement are not specifically enforced, Pilotbase will be irreparably damaged, and therefore You agree that Pilotbase shall be entitled, without bond, other security, or proof of damages, to specific enforcement and other appropriate equitable remedies with respect to any breach(es) of this Subscription Agreement, in addition to any other remedies available at law or in equity.

14.8 This Subscription Agreement shall be governed by the laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware, and the applicable federal laws and international treaties of the United States of America. This Subscription Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You hereby irrevocably consent to exclusive jurisdiction in the state and federal courts located in Johnson County, Kansas, USA or United States District Court for the District of Kansas, Kansas City, Kansas, USA, with respect to any dispute, controversy or claim arising out of or relating to this Subscription Agreement or to a breach hereof, including its interpretation, performance or termination.

14.9 EACH PARTY HEREBY WAIVES ITS RIGHTS TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION BASED UPON OR ARISING OUT OF THIS SUBSCRIPTION AGREEMENT, ANY ORER FORM, OR THE SUBJECT MATTER HEREOF OR THEREOF. THE SCOPE OF THIS WAIVER IS INTENDED TO BE ALL-ENCOMPASSING OF ANY AND ALL DISPUTES THAT MAY BE FILED IN ANY COURT AND THAT RELATE TO THE SUBJECT MATTER OF THIS SUBSCRIPTION AGREEMENT, INCLUDING, WITHOUT LIMITATION, CONTRACT CLAIMS, TORT CLAIMS (INCLUDING NEGLIGENCE), BREACH OF DUTY CLAIMS, AND ALL OTHER COMMON LAW AND STATUTORY CLAIMS. THIS SECTION HAS BEEN FULLY DISCUSSED BY EACH OF THE PARTIES HERETO AND THESE PROVISIONS WILL NOT BE SUBJECT TO ANY EXCEPTIONS. EACH PARTY HERETO HEREBY FURTHER WARRANTS AND REPRESENTS THAT SUCH PARTY HAS REVIEWED (OR HAD THE OPPORTUNITY TO REVIEW) THIS WAIVER WITH ITS LEGAL COUNSEL, AND THAT SUCH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION (OR OPPORTUNITY TO CONSULT) WITH LEGAL COUNSEL.

15. Definitions.

As used in this Subscription Agreement and in any Order Forms now or hereafter associated herewith, the following terms shall have the following meanings:

15.1 “Account” means each administrative or global user access account set up for your Users by Pilotbase for its provision of the Service.

15.2 “Administrator” means you, or if applicable, any party assigned by your primary Account holder to the Administrator role, who is authorized to add Billable Service Components online and to create User Accounts and otherwise administer your use of the Service.

15.3 “Billable Service Components” means items which may be added as part of the Service through your Account in the Platform.

15.4 “Content” means all materials, including images, illustrations, designs, icons, photographs, video clips, and written and other materials that are part of the Service and that are copyrights, trademarks, trade dress and/or other intellectual property owned, controlled or licensed by Pilotbase.

15.5 “Customer Data” means any data, information or material uploaded, provided or submitted by or on behalf of, or collected from, you and your Users in the course of using the Service.

15.6 “Data Processing Addendum” means Pilotbase’s data processing addendum governing the rights and obligations of the parties hereto with respect to the processing of Personal Information pursuant to this Subscription Agreement, available in the “Legal Notices” section within the Platform, as may be published and amended from time to time by Pilotbase.

15.7 “Deidentified Customer Data” means Customer Data that has been processed to remove or obscure identifying information such that it does not reasonably identify a particular individual or entity, including data that has been aggregated and/or anonymized.

15.8 “Effective Date” means the earlier of either: (i) the effective date specified in the initial Order Form, or (ii) the date you or your Users first begin accessing and using the Service.

15.9 “EULA” mean Pilotbase’s standard end user license agreement governing the access and use of the Service by each User activating an Account, as published and amended from time to time by Pilotbase, available at https://www.flightschedulepro.com/legal-notices and https://www.pilotbase.com/legal-notices. The EULA is incorporated by reference into this Subscription Agreement.

15.10 “Intellectual Property Rights” means inventions, patent applications, patents, design rights, copyrights, works of authorship, trademarks, service marks, trade names, domain name rights, mask work rights, data and database rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world, including all rights of priority and rights to sue for past, present and future damages and right to collect proceeds and royalties.

15.11 “Order Form” means the initial form evidencing the subscription for the Service and any subsequent forms submitted online (including without limitation, order center submission or click-thru or click-to-consent activation), in written form, or over the phone, specifying, among other things, the Billable Service Components and other services contracted for, the applicable subscription and subscription fees, the billing period, and other charges as agreed to between the parties, and each such Order Form is incorporated into and becomes a part of this Subscription Agreement.

15.12 “Personal Information” means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked to, directly or indirectly, a natural person.

15.13 “Pilotbase” means Keyes Technology LLC, d/b/a Pilotbase, a Kansas limited liability company, with its principal place of business at 6811 Shawnee Mission Parkway, Suite 206, Overland Park, Kansas, USA 66202.

15.14 “Pilotbase Technology” means all of Pilotbase’s proprietary technology (including software, hardware, products, processes, algorithms, machine learning and artificial intelligence models (including model weights, parameters, and training data), application programming interfaces, deliverables, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) disclosed or made available to you by Pilotbase in providing the Service, and all related and underlying technology, infrastructure and intellectual property in any Pilotbase offerings, including all derivative works, modifications, improvements and enhancements thereof. Pilotbase Technology shall include all proprietary technology licensed by Pilotbase from any of its subsidiaries or third parties, and integrated for use in the Platform, to the extent you are provided access and use to same under an Order Form in connection with the Service.

15.15 “Pilotbase Website” means the website, including all web pages and Pilotbase controlled links, located at (i) www.flightschedulepro.com, (ii) www.pilotbase.com, or (iii) any other URL or IP address through which the Service may be provided by Pilotbase, as specified in the Order Form or otherwise provided in writing to you by Pilotbase.

15.16 “Platform” means, collectively, Pilotbase’s current and future proprietary platforms made available by Pilotbase to Users for access and use through the Pilotbase Website and the Software.

15.17 “Privacy Policy” means Pilotbase’s privacy policy, posted on the Pilotbase Website, as may be published and amended from time to time by Pilotbase. The Privacy Policy may be viewed at [INSERT URL].

15.18 "Privacy and Data Protection Requirements" means all applicable federal, state, and foreign laws and regulations relating to the processing, protection, or privacy of Personal Information, including where applicable, the guidance and codes of practice issued by regulatory bodies in any relevant jurisdiction.

15.19 “Service” means the specific features and functionalities available in the then current version of Pilotbase’s Platform and to which you are being granted access pursuant to this Subscription Agreement and an applicable Order Form, in each case developed, operated, and maintained by Pilotbase and accessible via the Pilotbase Website and/or the Software.

15.20 “Software” means collectively: (i) all mobile applications (iOS and Android) made available to Users for download by Pilotbase via third party service providers and/or the Pilotbase Website; (ii) all computer software (including features and functionality) made available for access and use on the Platform; and (iii) any updates, upgrades, new versions, add-on modules, enhancements, features, editions or components for such computer software and mobile applications made available to Users by Pilotbase.

15.21 “User” means, if applicable, your affiliate, as an authorized user of the Service under the rights granted to you pursuant to this Subscription Agreement, that has registered and secured a user identification and password and, if applicable, entered into a Subscription Agreement and Order Form with Pilotbase.

16. Contact Information.

If you have questions regarding this Subscription Agreement or wish to obtain additional information, please contact us via support ticket at the Pilotbase Website. All written notices should be delivered to Keyes Technology LLC., D/B/A Pilotbase, 6811 Shawnee Mission Parkway, Suite 206, Overland Park, Kansas, USA 66202. Pilotbase’s routine communications regarding the Service and any legal notices will be sent by email or post to the Platform, to the individual(s) designated in your Account. Notices are deemed received as of the date delivered or posted, or if that date does not fall on a business day, as of the beginning of the first business day following the date delivered or posted.

Keyes Technology LLC., D/B/A Pilotbase
6811 Shawnee Mission Parkway, Suite 206
Overland Park, Kansas, USA 66202