SUBSCRIPTION AGREEMENT

PLEASE READ THIS SUBSCRIPTION AGREEMENT CAREFULLY. THIS SUBSCRIPTION AGREEMENT AND THE END-USER LICENSE AGREEMENT COLLECTIVELY GOVERN YOUR USE AND PAYMENT FOR USE OF FLIGHT SCHEDULE PRO AND USE OF THE WEBSITE FOR FLIGHT SCHEDULE PRO LOCATED AT WWW.FLIGHTSCHEDULEPRO.COM.

1. Acceptance. BY CLICKING THE “I AGREE TO THE SUBSCRIPTION AGREEMENT”, YOU ACCEPT AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (THE “SUBSCRIPTION AGREEMENT”) GOVERNING YOUR SUBSCRIPTION TO FLIGHT SCHEDULE PRO’S ONLINE SERVICE, INCLUDING THIS WEBSITE. 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. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST DECLINE, NOT PAY FOR A SUBSCRIPTION AND MAY NOT USE THE SERVICE.

2. Fees & Payment. You shall pay all fees or charges that are applicable to your registered Account 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 monthly or annually in advance. All amounts paid are nonrefundable. Flight Schedule Pro 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.

2.1 Unless otherwise specified in the order form and subject to change at any time as specified in Section 2, credit card processing rates and fees will be: 3% per card not present transaction, 2.75% per card present transaction, $0.30 for each authorization, $0.30 for each refund, 1% or $100 (whichever is less) for eCheck processing, 1% of each batch for Next Day Funding, $20 for each chargeback, $5 for each ACH return, $20 for Retrieval.

3. Billing and Renewal. Flight Schedule Pro charges and collects in advance for use of the Service. The subscription renewal amount shall be calculated based on the current number of Billable Resources in your account. Flight Schedule Pro shall automatically renew and charge your payment method monthly or issue an invoice to you annually on the subsequent anniversary of the Effective Date or as otherwise mutually agreed upon. Depending on whether you elect during the subscription process to monthly or annual billing, this Subscription Agreement shall automatically renew for successive renewal periods of equal duration (monthly or annually, as the case may be) at Flight Schedule Pro’s then current fees. Receipts will be emailed to the Customer’s email address specified on the Order Form or collected via the Order Entry Process.

3.1 To switch your account from monthly to annual billing, an authorized Administrator of your account must make this change fourteen (14) days prior to your renewal date.

3.2 Flight Schedule Pro’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 Flight Schedule Pro’s income.

3.3 You agree to provide Flight Schedule Pro 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 License Administrator. You agree to update this information within thirty (30) days of any change to it. If the contact information you have provided is false or fraudulent, Flight Schedule Pro reserves the right to immediately terminate your access to the Service in addition to any other legal remedies.

3.4 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. Addition and Removal of Billable Resources. You are responsible for monitoring your subscription and any associated Billable Resources. Administrators and any user with permission to add resources can add Billable Resources to Flight Schedule Pro. No refund or credit shall be issued for removed Billable Resources. If you add Billable Resources that exceed the quantity purchased a) a prorated charge will be issued from the day the resource was added to the end of the billing term b) you authorize Flight Schedule Pro to immediately upgrade your subscription to the next tier, and you consent to any increase in fees as a result. Flight Schedule Pro shall have no obligation to notify you of a change in the subscription amount.

5. Non-Payment and Suspension. In addition to any other rights granted to Flight Schedule Pro herein, Flight Schedule Pro reserves the right to suspend or terminate this Subscription Agreement and your access to the Service 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 Subscription for any period of suspension. If you or Flight Schedule Pro initiates termination of this Subscription Agreement, you will be obligated to pay the balance due on your account computed in accordance with the Charges and Payment of Fees section above. You agree that Flight Schedule Pro may charge such unpaid fees to your credit card or otherwise bill you for such unpaid fees. If you prepay on a monthly basis Flight Schedule Pro retains the right to require you to pay on an annual basis if your credit card on file has been declined more than twice during a calendar year. Flight Schedule Pro 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 Flight Schedule Pro 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. This Subscription Agreement shall commence on the Effective Date and continue in effect unless earlier terminated in accordance with its terms. Flight Schedule Pro may terminate this Subscription Agreement 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 this Subscription Agreement by submitting the cancellation request form at least thirty (30) days prior to the renewal date or invoice due date for the upcoming period of service. There are no refunds for monthly or annual 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. You agree and acknowledge that Flight Schedule Pro has no obligation to retain the Customer Data and may delete such Customer Data at any time after termination. In addition, Customer will be charged a $30 reactivation fee to reactivate any previously deactivated accounts.

7. Termination for Cause. A failure to pay any amount when due or any unauthorized use of your Account, your password, the Flight Schedule Pro Technology or the Service is a material breach of this Subscription Agreement. Flight Schedule Pro, in its sole and absolute discretion, may immediately terminate your account or use of the Service immediately upon notice if you breach or otherwise fail to comply with any term or condition of this Subscription Agreement. In addition, Flight Schedule Pro may terminate a “free trial” Account at any time in its sole discretion. You acknowledge and agree that in the event that Flight Schedule Pro terminates this Subscription Agreement pursuant to this section, Flight Schedule Pro has no obligation to retain the Customer Data, and may delete such Customer Data, if you fail to cure such breach within thirty ( 30 ) days of the date of notice of such breach.

8. 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 not falsely identified yourself nor provided any false information to gain access to the Service and that your billing information is accurate, correct and complete.

9. Limitation of Liability. IN NO EVENT SHALL FLIGHT SCHEDULE PRO’S AGGREGATE LIABILITY EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM YOU IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY. IN NO EVENT SHALL FLIGHT SCHEDULE PRO 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 LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, 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. 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 the exclusions set forth above may not apply to you.

10. Modifications. Flight Schedule Pro reserves the right to modify the terms and conditions of this Subscription Agreement or its policies relating to the payment of the Service at any time, effective upon posting of an updated version of this Subscription Agreement on the Flight Schedule Pro Website. Continued use of the Service after any such changes shall constitute your consent to such changes.

11. Jurisdiction and Venue. With respect to U.S. Customers, this Subscription Agreement shall be governed by Kansas law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Subscription Agreement or the Service shall be subject to the exclusive jurisdiction of the state and federal courts located in Johnson County, KS or United States District Court for the District of Kansas, Kansas City, KS. With respect to Non-U.S. Customers, this Subscription Agreement shall be governed by the laws of the United States, without regard to the choice or conflicts of law provisions of any jurisdiction, and any disputes, actions, claims or causes of action arising out of or in connection with this Subscription Agreement or the Service shall be subject to the exclusive jurisdiction of the courts of the United States. 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. 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. No joint venture, partnership, employment, or agency relationship exists between you and Flight Schedule Pro as a result of this Subscription Agreement or use of the Service. The failure of Flight Schedule Pro 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 Flight Schedule Pro in writing. This Subscription Agreement, together with the End-User License Agreement and any applicable Order Form, comprises the entire agreement between you and Flight Schedule Pro and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein.

12. Definitions. As used in this Subscription Agreement, the End User License Agreement and in any Order Forms now or hereafter associated herewith, the following terms shall have the following meanings:

12.1 “Administrator(s)” means those Users assigned to the Administrator role designated by you who are authorized to add Billable Resources online and to create User accounts and otherwise administer your use of the Service;

12.2 “Billable Resources” means items added to Flight Schedule Pro including Aircraft, Flight Instructors, Meeting Rooms, and Simulators including all non-deleted items;

12.3 “Customer Data” means any data, information or material provided or submitted by you to the Service in the course of using the Service;

12.4 “Effective Date” means the earlier of either the date this Subscription Agreement is accepted by selecting the “place my order” option presented on the screen after this Subscription Agreement is displayed, the date on the Order Form, or the date you begin using the Service;

12.5 “Flight Schedule Pro” means collectively Keyes Technology LLC., Kansas Limited Liability Company its principal place of business at 6811 Shawnee Mission Parkway, Suite 206, Overland Park, KS 66202;

12.6 “Flight Schedule Pro Website” means the website, including all web pages and FLIGHT SCHEDULE PRO controlled links located at www.flightschedulepro.com;

12.7 “Order Form(s)” means the form evidencing the initial subscription for the Service and any subsequent order forms submitted online, in written form, or over the phone, specifying, among other things, the number of Billable Resources and other services contracted for, the applicable fees, the billing period, and other charges as agreed to between the parties, each such Order Form to be incorporated into and to become a part of this Subscription Agreement (in the event of any conflict between the terms of this Subscription Agreement and the terms of any such Order Form, the terms of this Subscription Agreement shall prevail);

12.8 “Online Order Center” means Flight Schedule Pro’s online application that allows the Administrators designated by you to, among other things, create the account and add additional Billable Resources.

12.9 “Service(s)” means the specific edition of Flight Schedule Pro’s scheduling, billing, training, maintenance, and reporting platform identified during the ordering process, developed, operated, and maintained by Flight Schedule Pro, accessible via https://www.flightschedulepro.com or another designated web site or IP address provided to you by Flight Schedule Pro, to which you are being granted access under this Subscription Agreement.