TERMS OF SERVICE

Last Updated: March 9, 2026

These Terms of Service, together with any other terms, policies, guidelines, or documents that are referenced in, incorporated into, or otherwise made part of these Terms of Service (each, as may be amended from time to time), are collectively, the “Terms.” The Terms are a legally binding agreement, effective as of the Effective Date (defined below) by and between (i) as applicable, Aircraft Performance Group, LLC, a Delaware limited liability company, and/or its subsidiaries, Rocket Route Ltd., a United Kingdom private limited company, or APG Avionics LLC, a Delaware limited liability company (d/b/a Seattle Avionics) (“APG,” “us,” “we,” or “our”) and (ii) the individual accepting these Terms and/or the entity on whose behalf such individual accepts these terms (“Customer,” “you” or “your”). These Terms govern Customer’s access to and use of the APG’s websites found at flyapg.com any other websites owned, operated, or made available by APG (including subdomains) (collectively, the “Websites”), any application programming interfaces made available by APG (“APIs”), any mobile application referencing these Terms (each, an “App”), and any related products and services provided by us including, but not limited to, Pilot ONE and other flight operations tools (collectively, including Websites, APIs, and Apps, the “Service”). APG and Customer are each a “Party” and, collectively, the “Parties.”

BY INSTALLING, ACCESSING, OR USING THE SERVICES OR EXECUTING AN AGREEMENT FOR APG PRODUCTS OR SERVICES (“SERVICE AGREEMENT”) (THE EARLIEST OF SUCH EVENTS, THE “EFFECTIVE DATE”), YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS, INCLUDING THE WARRANTY DISCLAIMERS, INDEMNITY, AND LIMITATION OF LIABILITY PROVISIONS. IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY, ENTITY, OR OTHER ORGANIZATION, YOU REPRESENT AND WARRANT THAT YOU HAVE AUTHORITY TO BIND THAT ENTITY TO THESE TERMS, AND THAT SUCH ENTITY (AND NOT YOU PERSONALLY) IS THE CUSTOMER. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE THE SERVICES AND DO NOT EXECUTE A SERVICE AGREEMENT.

1. Service Agreement, Subscription Term, Renewal, and Fee Payment.

1.1 Service Agreement.

Our Service Agreement may be completed and placed in various ways, including through an online form or any other mutually agreed upon offline form delivered by Customer to APG, including via mail, email, or any other electronic or physical delivery mechanism (the “Service Agreement”). Such Service Agreement will list, among other items, the Services ordered, subscription plan, initial term, and the associated pricing and fees. It will incorporate these Terms of Service and our Privacy Policy. If there is a conflict, the Service Agreement shall control with respect to the Service identified in that Service Agreement.

1.2. Subscription Term and Subscription Auto-Renewal.

The Service is provided on a subscription basis for a period of one (1) year unless otherwise specified in the Service Agreement, in accordance with the respective subscription plan purchased under such Service Agreement (the “Subscription Term” and the “Subscription Plan,” respectively, and collectively the “Subscription”).

Unless otherwise expressly stated in the applicable Service Agreement, the Subscription shall automatically renew at the end of the then-current Subscription Term for successive one (1) year renewal terms (each a “Renewal Term”) unless either Party provides the other Party written notice of cancellation at least 90 days prior to the expiration of the then-current Subscription Term (subject to the 30-day exception for price increases described below).

Customer may provide written notice of cancellation by email to support@flyapg.com, through any cancellation or account management functionality made available in the Service, or by other written means designated by APG for notices. Customer may also request cancellation by telephone at +1 (303) 539-0410; however, a cancellation request by telephone shall not be effective unless and until APG confirms the cancellation in writing.

APG may increase the Subscription Fees (defined below) for any Renewal Term upon at least ninety (90) days’ prior written notice to Customer, and any such increase shall apply only if the Subscription renews for that Renewal Term. Any change to Subscription Fees shall apply only to a Renewal Term. If APG provides notice of an increase in Subscription Fees in accordance with this Agreement during the 90-day period described above and Customer delivers a cancellation notice within 30 days after such notice is delivered, APG shall treat such cancellation as timely for purposes of avoiding renewal.

Unless otherwise expressly stated in the applicable Service Agreement, APG may charge and/or invoice Customer for the applicable Subscription Fees upon, prior to, or promptly after the expiration of the then-current Subscription Term (or, if applicable, the commencement of any Renewal Term).

If Customer cancels its Subscription, the Subscription shall remain in effect through the end of the then-current Subscription Term and shall not renew for an additional term. Except as expressly set forth in the Terms, Customer shall not be entitled to any refund, credit, or proration of Subscription Fees for any unused portion of the then-current Subscription Term.

1.3. Subscription Fees.

In consideration for APG’s provision of the Service (excluding any Trial Service (defined below)), Customer shall pay APG the fees for the Subscription purchased by Customer, as set forth in the applicable Service Agreement (the “Subscription Fees”). Customer shall pay all Subscription Fees and other amounts payable under these Terms without setoff, counterclaim, deduction, or withholding of any kind, except as required by applicable law. Unless otherwise expressly stated in the applicable Service Agreement, Subscription Fees are stated in U.S. dollars. Customer hereby authorizes APG, its affiliates, and/or APG’s third-party payment processors to charge, debit, and/or collect the Subscription Fees using Customer’s selected payment method(s) (including but not limited to wire transfers, electronic wallets, authorized credit card information or any other electronic means), in each case in accordance with the Service Agreement and/or any applicable invoice. Unless expressly set forth herein, the Subscription Fees are non-cancelable and non-refundable and not subject to proration or credit for partially used periods.

If APG is unable to collect the Subscription Fees or other amounts when due, APG may, in its sole discretion (i) re-attempt collection using the payment method(s) on file (including any updated payment information provided to APG by Customer’s payment providers), (ii) suspend Customer’s access to the Service without notice, and/or (iii) terminate the applicable Subscription in accordance with the Terms. APG shall have no liability to Customer for any suspension or termination under this Section to the extent permitted by applicable law. If APG suspends Customer’s access to the Service for nonpayment more than one time during any rolling twelve (12) month period, then, upon written notice to Customer, APG may do one or both of the following: (a) declare immediately due and payable all amounts then outstanding and any amounts that would otherwise become due for the remainder of the then-current Subscription Term, and (b) require that all Subscription Fees for each Renewal Term be paid annually in advance as a condition to APG providing or continuing to provide access to the Service. If Customer fails to pay any accelerated amounts or required prepaid amounts when due, APG may suspend access to the Service and/or terminate the Subscription in accordance with the Terms.

1.4. Billing; Invoicing.

Customer agrees to provide and maintain with APG accurate, current, and complete billing and payment information and promptly update such information if it changes. Customer authorizes APG, its affiliates, and/or APG’s third party service providers to (i) charge, debit, and/or invoice Customer for amounts payable under these Terms, and (ii) make reasonable inquiries APG deems necessary to validate Customer’s payment account or financial information and to ensure prompt payment, including receiving updated payment details from Customer’s payment providers (including updated expiration dates or account numbers that such providers make available to merchants).

Unless different payment terms are expressly (i) set forth in the applicable Service Agreement, (ii) stated on the applicable invoice, or (iii) agreed to in a written instrument signed by APG, all amounts invoiced are due and payable in full upon issuance of the invoice and, in any event, prior to Customer’s initial (or continued) access to the Service. Customer acknowledges and agrees that APG may decline to activate, re-activate, or continue providing the Service unless and until payment is received in full. APG’s provision of access prior to receipt of payment shall not constitute a waiver of APG’s rights under this Section.

If any charge is declined, reversed, or otherwise not received when due, Customer remains responsible for payment in full and authorizes APG to re-attempt collection using the payment information on file or as updated by Customer’s payment providers as described above. Any past due amounts shall bear a charge of the lesser of 1.5% per month or the maximum rate permitted by applicable law, calculated from the due date until paid in full. Customer shall reimburse APG for reasonable costs of collection (including reasonable attorneys’ fees) incurred in connection with amounts that are past due.

1.5. Taxes.

The Subscription Fees are exclusive of any and all taxes levies, duties, and similar governmental assessments, including value added tax, sales tax, use tax, excise tax, and goods and services tax (collectively, “Taxes”), other than taxes based on APG’s net income. Customer shall be solely responsible for all Taxes applicable to Customer’s purchase, access to, or use of the Service. If Customer is required by applicable law to withhold or deduct any Taxes from any payments to APG, Customer shall promptly notify APG in writing at support@flyapg.com, and Customer shall timely remit the withheld or deducted amounts to the applicable taxing authority and provide APG reasonable documentation of such remittance. Notwithstanding the foregoing, Customer shall not withhold or deduct Taxes where Customer is able to claim an available exemption and provides APG a valid exemption certificate or other documentation reasonably acceptable to APG. APG may collect Taxes when required and Customer shall pay such Taxes as invoiced.

1.6. Discounts and Promotions.

Unless otherwise expressly stated in the applicable Service Agreement, if Customer receives any discounted pricing, promotional pricing, or other special offer for a Subscription, such discount or offer applies only for the then-current Subscription Term. Upon renewal, the Subscription shall renew at APG’s then-current, full (non-discounted) Subscription Fee applicable to that Subscription, and any prior discount, promotional pricing, or special offer shall not apply unless APG expressly agrees otherwise in the applicable Service Agreement.

1.7. Payment through Reseller.

If Customer purchased a Service from a reseller or distributor authorized by APG (“Reseller”), Customer’s purchase and payment obligations may be governed in part by a separate agreement between Customer and the Reseller (including any sales agreement, order form, or purchase order, a “Reseller Agreement”). As between Customer and APG, the Terms will govern Customer’s access to and use of the Service and shall control in the event of any conflict or inconsistency between these Terms and any Reseller Agreement. Any rights, remedies, credits, discounts, or other commitments granted to Customer solely under a Reseller Agreement and not expressly set forth in the Terms, are provided only by the Reseller. Customer will seek any enforcement of, or redress for, such rights solely with the Reseller, and not from APG.

For clarity, Customer’s access to the Service is conditioned on APG’s receipt of the applicable fees from the Reseller. APG may, at any time and in its discretion, require that Customer be billed directly by APG for Subscription Fees and, upon notice, Customer shall thereafter pay APG directly for the Service in accordance with the Terms.

1.8. Subscription Upgrade.

During the Subscription Term, Customer may upgrade its Subscription Plan by either: (i) upgrading to a higher-tier Subscription Plan; (ii) adding add-on features or functionality; and/or (iii) extending the Subscription Term (each a “Subscription Upgrade”). A Subscription Upgrade may, as indicated in the service and/or the Service Agreement, be treated as a new purchase and may result in the Subscription Term being revised as of the effective date of the Subscription Upgrade. Upon any Subscription Upgrade, Customer will pay any applicable increase in Subscription Fees at APG’s then-current rates, unless indicated otherwise in a Service Agreement. APG may charge Customer for the additional fees either: (1) on a prorated basis for the remainder of the then-current Subscription Term, or (2) if the Subscription Term is revised due to the Subscription Upgrade, by applying a credit equal to the Subscription Fees previously paid for the prior Subscription Term against the new Subscription Fees for the upgraded Subscription, and charging Customer the remaining balance, which shall be due and payable by Customer as of the effective date of the Subscription Upgrade. For clarity, all Subscription Upgrades are effective when implemented in the Service or as otherwise stated in the Service Agreement.

1.9. Responsible Entity.

The APG entity identified in the applicable, validly executed Service Agreement for the Service (the “APG Responsible Entity”) will be the sole APG contracting party with respect to that Service. Only the APG Responsible Entity shall have any liability to Customer, if any, arising out of or relating to that Service or these Terms (including the Service Agreement), and no other APG entity or affiliate shall have any such liability. If no Service Agreement is validly executed for Customer, the APG Responsible Entity shall be Aircraft Performance Group, LLC.

To the maximum extent permitted by applicable law, Customer irrevocably waives and releases any and all claims, demands, suits, causes of action, liabilities, obligations, judgments, orders, debts, liens, contracts, agreements, covenants and causes of action of every kind and nature, whether known or unknown, accrued or unaccrued, at law or in equity, arising out of or relating to the Services or the Terms against any APG entity or affiliate other than the APG Responsible Entity.

2. Term and Termination; Suspension.

2.1. Term.

The Terms are in full force and effect, commencing upon the Effective Date, and continuing until the expiration or termination of all Subscriptions and/or Customer’s access to and use of the Service, whether paid or unpaid, unless terminated otherwise in accordance with the Terms.

2.2. Termination by Us.

APG may terminate the Service and the Terms immediately upon notice to Customer if: (i) Customer breaches any of the provisions of the Terms, including failure to pay any amounts when due; or (ii) Customer becomes insolvent or is generally unable to pay its debts as they become due, files (or has filed against it) a petition under any bankruptcy or insolvency law, makes or seeks to make a general assignment for the benefit of its creditors, or applies for, or consents to, the appointment of a trustee, receiver, or custodian for a substantial part of its property or business. Upon a termination under this Section, Customer will not be entitled to any refund, credit, or proration of any prepaid Subscription Fees, except to the extent required by applicable law or expressly stated in the applicable Service Agreement.

APG may, in its sole discretion, suspend or terminate the Service and the Terms at any time, for any reason, or no reason, and without notice. If APG terminates the Service or the Terms under this Section for convenience (and not due to Customer’s breach), APG will refund to Customer any prepaid Subscription Fees on a prorated basis for the unused portion of the applicable Subscription Term, solely with respect to the terminated Service, from the effective date of termination.

2.3. Termination by Customer.

Subject to the provisions in Section 1.2, Customer may terminate its Subscription providing notice of cancellation to APG. Cancellation shall not relieve Customer of its obligation to pay all Subscription Fees and other amounts due and payable under the Terms. Unless mutually agreed otherwise by Customer and APG in a written instrument signed by both parties (or as expressly stated in the applicable Service Agreement), any Customer-initiated cancellation will be effective as of the end of the then-current Subscription Term. Customer’s access to the Service may continue through the end of the then-current Subscription Term, and Customer shall remain responsible for all Subscription Fees through the effective date of termination. Customer shall not be entitled to any refund, credit, or proration of any prepaid Subscription Fees, except as expressly set forth in these Terms, the applicable Service Agreement, or as required by applicable law.

2.4. Effect of Termination of Service.

Upon any termination or expiration of these Terms, Customer’s Subscription and all rights granted to Customer under the Terms shall immediately terminate. Except as expressly set forth in the Terms or applicable Service Agreement, the expiration or termination shall not relieve Customer from its obligation to pay any Subscription Fees or other amounts accrued or payable as of the effective date of the expiration or termination. Upon expiration or termination, Customer shall (i) immediately cease all access to and use of the Service, and (ii) promptly delete or clear any client-side data derived from the Service that is stored on Customer-controlled devices or systems, except to the extent Customer is required to retain such data under applicable law or internal record retention policies.

2.5. Survival.

Notwithstanding anything to the contrary, Sections 2.5, 4, 6, 7, 8, 9, 13, and 14 shall survive the expiration or termination of the Terms and continue to be in force and effect in accordance with their applicable terms.

2.6. Suspension.

APG may, in its sole discretion, suspend Customer’s access to the Service, in whole or in part, without limiting APG’s other rights or remedies, if: (i) APG reasonably believes that Customer’s access to or use of the Service poses a security risk, may adversely impact the Service or other APG customers, may cause harm to APG or any third party, or may subject APG or any third party to liability; (ii) APG reasonably believes that Customer is using the Service in violation of the Terms or applicable law; or (iii) any amounts payable by Customer under the Terms are past due or APG reasonably believes they are likely to become past due. Any suspension rights under this Section are in addition to any other remedies available to APG under these Terms and/or applicable law.

If Customer provides APG with written notice that an aircraft covered by the applicable Subscription is not operating or is out of service due to equipment failure (for example, because the aircraft is broken or undergoing repair), and provides reasonable supporting information upon APG’s request, then, provided Customer is otherwise in compliance with these Terms, APG may, in its sole discretion, offer Customer a credit for a limited portion of prepaid Subscription Fees attributable to the period during which such aircraft is not operating or is out of service. Any such credit, if offered, shall be determined by APG in its sole discretion and shall apply only as expressly stated by APG in writing.

3. Our Service.

3.1. Modification or Discontinuation of the Service.

We may add, modify or discontinue any feature, functionality or any other tool, within the Service, at any time, at our sole discretion. If we make a material adverse change in the core functionality of the Service, we will notify you by posting an announcement within the Service or by sending you an email to the notice email address associated with your account.

3.2. No Contingency on Future Releases and Improvements.

You hereby acknowledge and agree that your purchase of, access to, and use of the Service is not contingent upon (i) the delivery of any future functionality or feature, (ii) the delivery of any particular update, enhancement, or release; or (iii) the continued availability of any specific feature or Service beyond the then-current Subscription Term. You further acknowledge and agree that no public statements or comments by APG (whether oral or written) regarding any future functionality, features, or product roadmap will create an obligation or commitment on the part of APG.

3.3 Takeoff and Landing Data.

When the Service includes takeoff and landing data, APG may use airport data sources such as the NOAA National Geodetic Survey Airport Obstruction Chart and related products (including any successor sources), applicable approach plates, and the International Civil Aviation Organization Airport Characteristics Database (and any successor sources) to obtain airport data for purposes of supporting Customer’s compliance with applicable regulatory agency requirements. Nothing in this section restricts Customer from providing APG with additional airport data or operational information for use with the Service. In addition to other disclaimers and limitations of liability set forth in these Terms, Customer acknowledges and agrees that APG does not verify, and is not responsible for verifying, the accuracy, completely, timeliness, or appropriateness of any data obtained from any governmental agency, aircraft or engine manufacturer, third-party data providers, or Customer, and that outputs from the Service depend on the data and inputs provided or made available to APG.

3.4. Account Registration; Credentials; Security.

Customer shall be responsible for (i) all access to and use of the Service under Customer’s accounts, credentials, or access keys, whether authorized or unauthorized, and (ii) the acts and omissions of its users (“Users” and each a “User”). Customer shall ensure that each User keeps credentials confidential, uses strong authentication measures where available, and promptly notifies APG at support@flyapg.com of any suspected compromise, loss, or unauthorized access. Customer shall maintain appropriate administrative, technical, and physical safeguards designed to protect Customer’s systems and credentials and to prevent unauthorized access to the Service.

3.5. Monitoring; Usage Enforcement; Rate Limits.

Customer acknowledges that APG may monitor, log, and review use of the Service to (i) operate, support, and secure the Service, (ii) investigate suspected fraud, abuse, or violations of these Terms, (iii) enforce usage limits, rate limits, fair use restrictions, or other technical restrictions, and (iv) comply with applicable law. APG may implement reasonable technical measures, including throttling, rate limiting, suspension, or termination, where APG reasonably determines that Customer’s use risks harm to the Service, APG, other customers, or third parties, or violates these Terms.

3.6. Aviation Use; Operational Responsibility.

Customer acknowledges that the Service provides informational tools and outputs that may be used in connection with aviation operations, including runway performance, weight and balance, and flight planning parameters. Customer shall be solely responsible for (i) verifying the accuracy and completeness of all inputs, assumptions, and configurations provided to the Service, (ii) independently reviewing and validating outputs from the Service, and (iii) all operational decisions, including dispatch, flight release, and aircraft operation. The Service is not a substitute for Customer’s or any pilot’s, dispatcher’s, or operator’s independent judgment, training, manuals, operating limitations, or applicable regulatory requirements. Unless expressly stated in the applicable Service Agreement, APG does not represent that the Service is certified, approved, or accepted by any governmental or regulatory authority for any particular use.

4. Intellectual Property Rights; License.

4.1. Our Intellectual Property.

The Service including all content and materials made available through the Service, such as software, databases, application programming interfaces, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and all names, logos, trademarks, domain names, business names, trade dress, topography, and services marks, any related or underlying technology, and any modifications, enhancements, updates, and derivative works of the foregoing (collectively, “APG Materials”), is owned by APG and/or its licensors and may be protected by copyright or other intellectual property laws and treaties. As between you and APG, APG and its licensors retain all right, title, and interest, including all intellectual property rights, in and to the APG Materials, whether registered or unregistered, together with all applications, renewals, extensions, and rights to apply for protection, and all such rights whether no existing or hereafter arising, throughout the world.

4.2. Your Access and Use Rights.

Subject to the Terms and your compliance with them, we grant you a revocable, limited, worldwide, non-exclusive, non-transferable, non-sublicensable, non-assignable right, during the applicable Subscription Term, to access and use the Service solely for Customer’s internal business purposes, including accessing APG’s professional and technical databases and generating runway analysis performance, weight and balance, and flight planning parameters, in each case strictly in accordance with these Terms. You understand that all access credentials are personal to the User to whom they are issued and shall not be shared or transferred. APG may suspend or terminate Customer’s access to the Service for any violation of these Terms. Customer may be liable to APG for unauthorized use of or misuse of the Service, including for breach of these Terms and to the extent permitted by applicable law.

4.3. Use Restrictions.

Customer shall not, and shall not permit any User or third party, to access or use the Service (i) in violation of these Terms, (ii) in violation of any applicable law or regulation, or (iii) for any unlawful, illegal, or fraudulent purpose in any jurisdiction.

Except as expressly permitted under these Terms, Customer shall not, and shall not permit any User or third party to:

(i) sell, resell, rent, lease, lend, timeshare, sublicense, disclose, publish, assign, market, distribute, transfer, transmit, broadcast, or otherwise make available the Service or any portion thereof to any third party (including any affiliate), or use the Service on a service bureau, outsourcing, or hosted basis for the benefit of any third party;

(ii) circumvent, disable, or otherwise interfere with any security-related features of the Service or any features that prevent or restrict use, copying, or access to any content or that enforce limitations on use of the Service;

(iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code, underlying ideas, algorithms, structure, or organization of the Service or any portion thereof, except to the extent such restriction is prohibited by applicable law, and then only after providing APG prior written notice describing the intended activity and the legal basis for it;

(iv) copy, modify, translate, adapt, patch, improve, alter, or create derivative works of the Service or any portion thereof;

(v) interfere with, disrupt, or attempt to interfere with or disrupt the integrity, security, availability, or proper operation of the Service (including by probing, scanning, penetration testing, load testing, or introducing malware), or any related systems or networks;

(vi) remove, deface, obscure, or alter any proprietary notices, attribution, identification, trademarks, or copyright notices displayed in or provided through the Service;

(vii) access or use the Service to build, benchmark, or develop a competing product or service, or for any competitive analysis or competitive intelligence purpose; or

(viii) export, re-export, transfer, or make available the Service (or any direct product thereof) in violation of applicable export control or sanctions laws and regulations of the United States or any other applicable jurisdiction; or

(ix) encourage, assist, or authorize any third party to do any of the foregoing.

4.4. User Content.

As part of the Service, you may provide, upload, transmit, or otherwise make available certain information and content, including aircraft, flight, and operation information (collectively, “User Content”). User Content may include personal data protected by applicable law (“Customer Data”) if and to the extent Customer has provided it to APG lawfully and in compliance with applicable law. Customer represents and warrants that it has all rights, permissions, and consents necessary to provide the User Content to APG and to permit APG to process the User Content to provide the Service. Customer shall remain responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content. Customer hereby grants APG a non-exclusive, worldwide, fully-paid, royalty-free, perpetual, irrevocable, and fully sublicensable right and license to use, reproduce, modify, adapt, publish, translate, create derivative works from, host, store, transfer, transmit, perform, display, and otherwise use User Content, in whole or in part, in any and all media or distribution methods (now known or later developed), in connection with the Service, including to provide, maintain, support, secure, and improve the Service, and to comply with applicable law. This license will survive any expiration or termination of the Subscription Term. APG may exercise this license through its affiliates, subcontractors, and service providers as necessary to provide the Service. APG may also create and use de-identified or aggregated data derived from use of the Service and User Content for analytics, benchmarking, product improvement, security, and other lawful business purposes, provided that such de-identified or aggregated data does not identify Customer or any individual. Customer shall not provide User Content that is unlawful, infringing, malicious, or that Customer does not have a right to provide. APG may remove or restrict access to User Content where APG reasonably believes it violates these Terms or applicable law. If APG processes Customer Data on behalf of Customer as a processor or service provider, any applicable data processing addendum made available by APG shall apply and is incorporated by reference, and APG’s processing of Customer Data will be governed by that data processing addendum.

4.5. Feedback.

Customer and its Users may submit suggestions, comments, ideas, feature requests, or other feedback regarding the Service (“Feedback”). Feedback is provided voluntarily and is not Confidential Information of Customer. Customer agrees that APG may use, implement, modify, and otherwise exploit any Feedback for any purpose, without restriction and without any obligation to Customer or any User, including without compensation, attribution, or accounting.

To the extent Customer or any User has any right, title, or interest in or to Feedback, Customer (on behalf of itself and its Users) hereby irrevocably assigns to APG all such right, title, and interest, including all intellectual property rights. To the maximum extent permitted by applicable law, Customer (on behalf of itself and its Users) also irrevocably waives and agrees not to assert any moral rights, artists’ rights, or similar rights in or to the Feedback. Customer represents it has the right to submit Feedback and that Feedback does not infringe third-party rights.

5. Trial Service; Pre-Released Services.

5.1. Trial Service.

We may offer, from time to time, part or all of our Service on a free, no-obligation trial version (“Trial Service”). The term of the Trial Service shall be set forth in a mutually agreed trial agreement (“Trial Agreement”), unless terminated earlier by either Customer or us, for any reason or for no reason. We reserve the right to modify, cancel and/or limit this Trial Service at any time and without liability or explanation to you.

5.2. Pre-Released Services.

From time to time, APG may make certain Services available in alpha, beta, preview, or similar pre-release form (collectively, “Pre-Released Services”). APG shall use commercially reasonable efforts to identify Pre-Released Services as such.

Customer acknowledges that Pre-Released Services are under development and are provided for evaluation purposes. Pre-Released Services may be inoperable or incomplete, may contain errors or bugs, may experience interruptions or delays, and may not function as intended or as designated, including more frequently than generally available versions of the Service.

5.3. Governing Terms of Trial Service and Pre-Released Services.

Trial Service and Pre-Released Services are governed by these Terms. Notwithstanding anything in these Terms, with respect to Trial Service and/or Pre-Released Services (i) such Trial Service and/or Pre-Released Services are provided hereunder on as “As Is,” “With All Faults,” and “As Available” basis, without warranties, express, implied, statutory, or otherwise and (ii) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF APG, ITS AFFILIATES OR ITS THIRD PARTY SERVICE PROVIDERS, ARISING OUT OF OR RELATING TO THE TRIAL SERVICE AND/OR PRE-RELEASED SERVICES (WHETHER IN CONTRACT, TORT, OR OTHERWISE) EXCEED $100.00 (One Hundred Dollars). We make no representation or commitment that any Trial Service and/or Pre-Released Services will be continued, made generally available, or made available at all. In the event of a conflict between the Trial Agreement and these Terms with respect to the Trial Service, these Terms shall control.

6. Confidentiality.

6.1. Confidential Information.

In connection with these Terms and the Service (including any evaluation of the Service), each Party (as the “Disclosing Party”) may disclose to the other Party (as the “Receiving Party”) certain non-public business, technical, operational, product, technology, and marketing information, including customer lists, customer information, know-how, software, and other non-public information that is either (i) identified as confidential or (ii) that a reasonable person should understand to be confidential given the nature of the information and the circumstances of disclosure, whether disclosed before or after the Effective Date (collectively, “Confidential Information”).

For clarity, Customer Data is Customer’s Confidential Information; and (b) the Service (including any Trial Service and/or Pre-Released Services), any underlying technology, performance information, and any data, reports, or materials provided by APG in connection with Customer’s evaluation or use of the Service are APG’s Confidential Information.

Confidential Information does not include information that the Receiving Party can demonstrate: (i) is or becomes generally available to the public through no breach of any obligation owed to the Disclosing Party; (ii) was rightfully known by the Receiving Party prior to disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (iii) is rightfully received from a third party without breach of any obligation owed to the Disclosing Party; or (iv) was independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

6.2. Confidentiality Undertakings by the Receiving Party.

The Receiving Party shall: (i) protect the Disclosing Party’s Confidential Information using at least reasonable care and in no event less than the care it uses to protect its own confidential information of a similar nature; (ii) use the Disclosing Party’s Confidential Information solely to perform its obligations or exercise its rights under these Terms; and (iii) not disclose the Disclosing Party’s Confidential Information to any third party except to its and its affiliates’ employees, contractors, service providers, agents, and professional advisors (including legal and financial advisors) who have a need to know for the foregoing purpose and who are bound by confidentiality obligations at least as protective as those set forth in this Section.

The Receiving Party may disclose Confidential Information in connection with a bona fide financing, acquisition, or similar due diligence process, provided that such disclosure is subject to written confidentiality obligations at least as protective as those set forth in this Section.

6.3. Compelled Disclosure.

The Receiving Party may disclose Confidential Information to the extent required by applicable law or a valid order of a court, administrative agency, or other governmental body; provided that, to the extent legally permissible, the Receiving Party shall provide the Disclosing Party prompt written notice of such requirement and reasonably cooperate (at the Disclosing Party’s expense) with the Disclosing Party’s efforts to seek a protective order or otherwise prevent or limit disclosure. Any disclosure under this Section shall be limited to the minimum Confidential Information legally required to be disclosed.

7. Warranty Disclaimer.

NOTWITHSTANDING ANYTHING IN THESE TERMS TO THE CONTRARY AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:

7.1. THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND. APG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

7.2. APG DOES NOT WARRANT OR REPRESENT THAT ACCESS TO OR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DATA WILL NOT BE LOST; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE OR ANY RELATED WEBSITES ARE FREE OF VIRUSES, MALWARE, OR OTHER HARMFUL CODE. APG DISCLAIMS ANY LIABILITY OR RESPONSIBILITY FOR DELAYS, FAILURES, INTERRUPTION, INTERCEPTION, ALTERATION, LOSS, OR OTHER DAMAGES TO THE EXTENT CAUSED BY EVENTS OR CIRCUMSTANCES OUTSIDE APG’S REASONABLE CONTROL.

7.3. APG DOES NOT WARRANT OR REPRESENT (I) THAT THE SERVICE (OR ANY PORTION THEREOF) OR ANY CONTENT, DATA, OR OUTPUTS PROVIDED THROUGH THE SERVICE ARE COMPLETE, ACCURATE, CURRENT, RELIABLE, ERROR-FREE, OR OF ANY PARTICULAR QUALITY; (II) THAT THE SERVICE WILL BE COMPATIBLE WITH, OR WILL CONTINUE TO BE COMPATIBLE WITH, ANY PARTICULAR DEVICES, SYSTEMS, BROWSERS, SOFTWARE, OR TOOLS; (III) THAT THE SERVICE WILL BE SUITABLE FOR CUSTOMER’S PARTICULAR PURPOSES OR ACTIVITIES; OR (IV) THAT CUSTOMER’S USE OF THE SERVICE WILL COMPLY WITH LAWS APPLICABLE TO CUSTOMER.

CUSTOMER ACKNOWLEDGES THAT DATA MADE AVAILABLE THROUGH THE SERVICE MAY NOT BE CURRENT, MAY BE DELAYED, AND MAY NOT BE REAL TIME.

WITHOUT LIMITING THE FOREGOING, THE SERVICE IS AN INFORMATIONAL TOOL AND IS NOT A SUBSTITUTE FOR CUSTOMER’S PILOT’S, DISPATCHER’S, OR OPERATOR’S INDEPENDENT JUDGMENT OR COMPLIANCE DETERMINATIONS. YOU ACKNOWLEDGE THAT NONE OF THE APG’S DATA MADE AVAILABLE AS PART OF THE SERVICE IS REAL TIME DATA.

8. Limitation of Liability.

8.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE APG RESPONSIBLE ENTITY, OR ITS AFFILIATES, SUBCONTRACTORS, AGENTS, VENDORS, OR THIRD-PARTY SERVICE PROVIDERS (COLLECTIVELY, THE “APG PARTIES”) BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY: (i) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (ii) LOSS OF PROFITS, REVENUE, OR BUSINESS OPPORTUNITY; (iii) LOSS OF USE, LOSS OF DATA, DATA CORRUPTION, INTERRUPTION OF BUSINESS, OR LOSS OF GOODWILL OR REPUTATION; (iv) COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; OR (v) DAMAGES ARISING OUT OF OR RELATING TO ANY FAILURE OR BREACH OF SECURITY MEASURES OR SAFEGUARDS, IN EACH CASE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), WHETHER OR NOT FORESEEABLE, WHETHER OR NOT ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

8.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL AGGREGATE LIABILITY OF THE APG PARTIES ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE TOTAL SUBSCRIPTION FEES ACTUALLY PAID BY CUSTOMER TO APG (OR THE APG RESPONSIBLE ENTITY), AS APPLICABLE, FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO THE CLAIM. THIS LIMITATION IS AN AGGREGATE CAP AND NOT PER CLAIM OR PER INCIDENT. FOR PURPOSES OF CLARITY, ANY REFUND OBLIGATION EXPRESSLY SET FORTH IN THESE TERMS SHALL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY EXCEPT AS REQUIRED BY APPLICABLE LAW FOR ANY TERMINATION FOR CONVENIENCE BY APG.

8.3 Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. Accordingly, the disclaimers, exclusions, and limitations in this Section 8 shall apply only to the extent permitted by applicable law. To the extent any warranty, remedy, or liability cannot be excluded or limited under applicable law, the APG Parties’ liability shall be limited to the minimum amount and scope required by applicable law, and this Section 8 shall be interpreted to give effect to the Parties’ intent to allocate risk and limit liability to the maximum extent permitted.

9. Specific Laws; Reasonable Allocation of Risks; Indemnification; Customer Insurance.

9.1. Specific Laws.

Except as expressly stated in these Terms, we make no representations or warranties that your use of the Service is appropriate in your jurisdiction. Except as indicated herein, you are responsible for your compliance with any local and/or specific applicable laws, as applicable to your use of the Service.

9.2. Reasonable Allocation of Risks.

You hereby acknowledge and confirm that the limitations of liability and warranty disclaimers contained in these Terms are agreed upon by you and us and we both find such limitations and allocation of risks to be commercially reasonable and suitable for our engagement hereunder, and both you and us have relied on these limitations and risk allocation in determining whether to enter these Terms.

9.3. Indemnification.

Customer agrees to indemnify, defend and hold harmless the APG Responsible Entity and its affiliates and each of their respective shareholders, directors, officers, employees, agents, subcontractors, and third-party service providers (collectively, the “Indemnified Parties”) from and against any and all actions, suits, proceedings, hearings, investigations, charges, complaints, claims, demands, and causes of action (each a “Claim”) and all resulting losses, damages, settlements, injunctions, judgments, orders, damages, penalties, fines, fees, costs, expenses (including reasonable attorneys’ fees), liabilities, taxes, and losses suffered or incurred by any Indemnified Party arising out of or relating to: (a) Customer’s or any User’s access to, use of, or reliance upon the Service (including any outputs, reports, calculations, or results generated by the Service), including in connection with Customer’s operations; (b) any Customer Data, User Content, or other information, data, inputs, assumptions, configurations, or materials provided by or on behalf of Customer or any User in connection with the Service, including any allegation that the foregoing infringes, misappropriates, or violates any intellectual property right, privacy right, publicity right, or other right of a third party, or violates applicable law; (c) Customer’s or any User’s breach of these Terms, including any breach of Section 4.3 (Use Restrictions) or Section 4.4 (User Content/Customer Data), or violation of applicable law (including Export Controls); and (d) any actual or alleged negligence, willful misconduct, or violation of law by Customer or any User in connection with Customer’s or any User’s use of the Service. Customer shall have no obligation under this Section 9.3 to the extent a Claim is finally determined by a court of competent jurisdiction to have been caused by APG’s gross negligence or willful misconduct. An Indemnified Party seeking indemnification hereunder shall promptly give Customer notice of any Claim of which it becomes aware, provided that failure to provide prompt notice shall not relieve Customer of its obligations under this Section 9.3 except to the extent Customer is materially prejudiced by such failure. In addition, Customer shall promptly notify APG of any incident, accident, enforcement action, or third-party claim in which the Service is alleged to have been used or relied upon, and shall preserve and provide relevant records and cooperate as reasonably requested by APG.

Customer will have the right to control the defense and settlement of the Claim using counsel reasonably acceptable to APG, provided that: (i) APG may participate in the defense with counsel of its choosing at its own expense; (ii) Customer shall not settle any Claim without APG’s prior written consent if the settlement includes any admission of fault by, imposes any payment obligation on, grants injunctive or other equitable relief against, or otherwise imposes any material obligation or restriction on any Indemnified Party; and (iii) Customer shall keep APG reasonably informed regarding the status of the Claim and shall reasonably consult with APG regarding material defense decisions.

Customer will reasonably cooperate with APG in the defense of any Claim at Customer’s expense, including by providing relevant documents, information, and assistance as reasonably requested. APG shall reasonably cooperate with Customer in the defense of a Claim, at Customer’s expense, including by making available relevant information reasonably requested by Customer, subject to applicable law and confidentiality obligations.

9.4 Customer Insurance.

Throughout the Subscription Term, Customer acknowledges and agrees that it will maintain commercially reasonable general liability insurance covering bodily injury and property damage, and the operation of Customer’s aircraft, with limits that are commercially reasonable for Customer’s operations.

10. Export Controls; Sanctions.

The Service may be subject to U.S. and foreign export control and sanctions laws and regulations (collectively, “Export Controls”). Customer represents, warrants, and covenants that neither Customer nor any User (i) is located in, organized under the laws of, or ordinarily resident in any jurisdiction or region subject to comprehensive trade or economic sanctions or embargoes administered by the U.S. government, (ii) is identified on any list of prohibited or restricted persons (including the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons), or (iii) is otherwise the target of U.S. sanctions. Customer is solely responsible for complying with all Export Controls applicable to Customer’s use of the Service and any Customer Data, including any restrictions, prohibitions, or requirements relating to the use, export, re-export, transfer, or import of the Service and/or Customer Data. Customer further represents and warrants that Customer Data provided to APG is not controlled “technical data” under the U.S. International Traffic in Arms Regulations (“ITAR”) (or similarly controlled under other jurisdictions’ laws) and does not otherwise require any license, authorization, or special permission for APG to receive, store, process, or permit access to such Customer Data; Customer will not upload or otherwise provide any such controlled data without APG’s prior written approval. The provisions of this Section 10 shall survive termination of the relationship between Customer and APG. Violation of its provisions shall be determined at the sole discretion of APG.

11. Modifications.

We may modify these Terms from time to time for reasons that include, without limitation, (i) changes to the Service (including adding, removing, or modifying features or functionality), (ii) technical or security updates, (iii) correcting errors or clarifying language, (iv) changes in applicable law or regulatory guidance, or (v) other business, operational, or risk management reasons. If APG makes a material change to these Terms, APG shall provide Customer notice by posting a notice within the Service or by sending an email to the notice email address associated with Customer’s account (or by any other notice method permitted under these Terms). Unless otherwise stated in such notice, modifications to these Terms become effective as of the date specified in the notice (or, if no date is specified, upon posting).

Customer’s continued access to or use of the Service on or after the effective date of the modified Terms constitutes Customer’s acceptance of the modified Terms.

12. Government Use.

If Customer is an agency, department, or other instrumentality of the U.S. government (including any state or local government entity) or is acquiring the Service on behalf of any such entity (a “Government Customer”), then Government Customer hereby agrees that the Service under these Terms qualifies as “Commercial Computer Software” and “Commercial Computer Software Documentation” within the meaning of Federal Acquisition Regulation (“FAR”) 2.101, FAR 12.212, Defense Federal Acquisition Regulation Supplement (“DFARS”) 227.7201, and DFARS 252.227-7014. In addition to being bound by these Terms, Government Customer further acknowledges and agrees that it shall be bound by the terms of this Section 12. Government Customer’s technical data and software rights related to the Service include only those rights customarily provided to the public as specified in these Terms in accordance with FAR 12.212, FAR 27.405-3, FAR 52.227-19, DFARS 227.7202-1 and General Services Acquisition Regulation (“GSAR”) 552.212-4(w) (as applicable). In no event shall source code be provided or considered to be a deliverable or a software deliverable under these Terms. We grant no license whatsoever to any Government Customer to any source code contained in any deliverable. If a Government Customer has a need for rights not granted under the Terms, it must negotiate with us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. Any unpublished rights are reserved under applicable copyright laws. Any provisions contained in these Terms that contradict any law applicable to a Government Customer, shall be limited solely to the extent permitted under such applicable law.

13. Governing Law and Jurisdiction; Class Action Waiver and Mandatory Arbitration.

13.1. Governing Law; Jurisdiction.

These Terms are governed by the laws of the State of Colorado, USA without giving effect to any conflict of laws rules or principles that would result in the application of the laws of any other jurisdiction. Customer and APG mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms. Notwithstanding the foregoing, APG reserves the right to seek injunctive relief in any court in any jurisdiction.

13.2. Class Action Waiver.

WHERE PERMITTED UNDER APPLICABLE LAW, YOU AND APG AGREE THAT EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER PARTY ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and APG mutually agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.

13.3. Arbitration.

To the extent permitted under applicable law, you and APG hereby irrevocably agree to the following provisions:

13.3.1 Dispute Resolution and Arbitration.

Except as expressly set forth in Section 13.3.2, any dispute, claim, or controversy arising out of or relating to these Terms (which include the Service Agreement) or the Service, including any dispute regarding the interpretation, applicability, enforceability, formation, or validity of these Terms or this arbitration agreement (each, a “Dispute”), shall be resolved exclusively by final and binding arbitration, and not in court. This agreement to arbitrate applies to all Disputes regardless of whether they arise in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether they arise before, during, or after the termination or expiration of these Terms.

The arbitrator shall have authority to award any relief that would be available in court on an individual basis, including injunctive or declaratory relief, to the extent available under applicable law and these Terms. Judgment on the arbitration award may be entered and enforced in any court of competent jurisdiction. The Parties understand that arbitration is final and binding and that court review of an arbitration award is limited.

13.3.2 Exceptions; Injunctive Relief; Intellectual Property.

Notwithstanding Section 13.3.1, either Party may seek temporary, preliminary, or permanent injunctive or other equitable relief in a court of competent jurisdiction to prevent or enjoin actual or threatened: (i) infringement, misappropriation, or violation of that Party’s intellectual property rights; (ii) breach or threatened breach of Section 6 (Confidentiality); or (iii) unauthorized access to or misuse of the Service, including security-related misuse. Any such action shall not waive the Party’s right or obligation to arbitrate any other Dispute, and the Parties agree that any request for equitable relief may be sought without first submitting the Dispute to arbitration.

13.3.3 Arbitration Rules; Seat; Procedure; Governing Law.

The arbitration shall be administered by the American Arbitration Association (“AAA”) in accordance with the AAA Commercial Arbitration Rules then in effect, except as modified by these Terms. The arbitration shall be conducted before a single arbitrator. The seat and venue of the arbitration shall be Castle Rock, Colorado, and the arbitration shall be conducted in English. The arbitrator shall decide all issues of arbitrability, including the existence, scope, or enforceability of this arbitration agreement, except that a court of competent jurisdiction shall decide any dispute regarding the enforceability of any waiver of class, collective, or representative proceedings if such a waiver is included in these Terms.

The Parties shall use commercially reasonable efforts to conduct the arbitration in an efficient and expedited manner consistent with the AAA rules. Notwithstanding any choice-of-law provision in these Terms, the Federal Arbitration Act (9 U.S.C. §§ 1 et seq.) shall govern the interpretation and enforcement of this agreement to arbitrate.

13.3.4 Special Statute of Limitation.

Any arbitration must be commenced by filing a demand for arbitration within 2 years after the date the Party asserting the claim first knows or reasonably should know of the act, omission, or default giving rise to the claim; and there shall be no right to any remedy for any claim not asserted within that time period. If applicable law prohibits such limitation period for asserting claims, any claim must be asserted within the shortest time period permitted by applicable law.

13.3.5 Notice; Process.

A Party who intends to seek arbitration must first send a written notice of the dispute to the other Party, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Dispute Notice”). The Dispute Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought. The Parties shall use good faith efforts to resolve the dispute directly. If the Parties do not reach an agreement to do so within 30 days after the Dispute Notice is received, either Party may commence an arbitration proceeding in accordance with this Section. During the arbitration, the existence or amount of any settlement offer or settlement discussions shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. Without limiting Section 6 (Confidentiality), the Parties shall maintain the confidentiality of the arbitration. All materials, documents, testimony, and information disclosed in connection with the arbitration, and the existence of the arbitration and any award, shall be treated as Confidential Information and shall not be disclosed except (a) to the Parties’ attorneys, accountants, auditors, insurers, experts, and witnesses who have a need to know and are bound by confidentiality obligations at least as protective as those set forth herein, (b) as required by applicable law, regulation, or court order, or (c) as necessary to enforce or challenge the arbitration award in a court of competent jurisdiction. Except as permitted by the foregoing, neither Party shall make any public announcement or comment regarding the dispute or the arbitration, including the existence of the arbitration or any award.

14. General Provisions.

14.1. Translated Versions.

These Terms were written in English and may be translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with their English version, the provisions of the English version shall prevail.

14.2. Force Majeure.

Neither Party will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of such Party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

14.3. Relationship of the Parties; No Third-Party Beneficiaries.

The parties are independent contractors. These Terms and the Service provided hereunder, do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. Except as expressly set forth in these Terms, there are no third party beneficiaries to these Terms.

14.4. Notice.

APG may provide notices to Customer using the contact information in APG’s records, including the email address associated with Customer’s account, and Customer is responsible for keeping such contact information current.

APG may provide notices under these Terms by: (i) posting within the Service; (ii) sending an email to the notice email address associated with Customer’s account; or (iii) sending notice by certified mail or nationally recognized overnight courier to Customer’s physical address on file, if any. For clarity, electronic notices (including in-Service postings and email) shall satisfy any requirement that notice be in writing.

Notices to Customer shall be deemed given: (a) if provided by email, when sent (provided no bounce-back or similar delivery failure notice is received by APG); (b) if provided by posting within the Service or on APG’s website(s), when posted; (c) if provided by overnight courier, upon delivery as confirmed by the courier; and (d) if provided by certified mail, three (3) business days after mailing.

Notices to APG shall be provided by email to support@flyapg.com (or such other notice address as APG may designate by notice to Customer).

14.5. Assignment.

These Terms and any and all rights and obligations hereunder or thereunder, may be transferred or assigned (whether in a transfer, merger, sale of stock, sale of assets, change of control or other transaction (each, an (“Assignment”)) by you without our written approval; provided that you must provide us with written notice of such Assignment prior to or within ten (10) days after completion of any such Assignment and such notice shall provide us reasonable information with respect to the buyer/assignee (including, but not limited to, the buyer/assignee’s name, address, contact information, contact person). Upon an Assignment, these Terms shall be automatically binding upon the buyer/assignee and buyer/assignee shall assume all obligations set forth herein and therein. At any time within 60 days of APG’s knowledge of any such Assignment, APG, in its sole discretion, may terminate these Terms (including the Service) and the Service Agreement without refund to you, buyer/assignee or any of your respective affiliates for any prorated portion of any prepaid amount for the Service. Notwithstanding the foregoing, provided that you are otherwise in compliance with these Terms, APG, in its sole discretion, may offer you a credit on a prorated basis of any prepaid Subscription Fees, which such credit may be applied to another aircraft of Customer or its affiliates.

We may effectuate an Assignment and/or transfer ownership rights and title in the Service to a third party without your consent or prior notice to you.

Subject to the foregoing conditions, these Terms shall bind and inure to the benefit of the parties, their respective successors, and assigns.

14.6. Severability.

These Terms shall be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect.

14.7. No Waiver.

No failure or delay by either Party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the Party being deemed to have granted the waiver.

14.8 Communications.

By using the Services, you consent to receiving certain electronic communications from us as further described in these Terms or our Privacy Policy. Please read our Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing. You agree that APG may send periodic email newsletters to email addresses used to subscribe to the Services or otherwise register with APG in connection with the Services. If you are a European citizen and the General Data Protection Regulation (“GDPR”) applies to you, you can find details about your rights under the GDPR in our Privacy Policy.

14.9 Notice Regarding Apple.

For purposes of this Section 14.9, “Licensed Application” means the iOS application made available by APG through Apple Inc.’s App Store that references these Terms. The Licensed Application is licensed, not sold, to you.

Apple, as host of the Licensed Application, has the following additional requirements for these Terms:

a. Acknowledgement: You acknowledge that these Terms are concluded between you and APG only, and not with Apple, and APG, not Apple, is solely responsible for the Licensed Application and the content thereof. These Terms will not provide usage rules for the Licensed Application that conflict with the Apple Media Services Terms and Conditions as of the Effective Date (which you acknowledge you have had the opportunity to review). If there is a conflict, the Apple Media Services Terms and Conditions will govern.

b. Scope of License: The license granted to you for the Licensed Application is a non-transferable license to use the Licensed Application on any Apple-branded products that you own or control and as permitted by the Usage Rules set forth in the Apple Media Services Terms and Conditions, except that the Licensed Application may be accessed and used by other accounts associated with you via Family Sharing or volume purchasing.

c. Maintenance and Support: APG is solely responsible for providing maintenance and support services with respect to the Licensed Application to the extent required under applicable law. You acknowledge that Apple has no obligation whatsoever to furnish any maintenance and support services with respect to the Licensed Application.

d. Warranty: Apple makes no warranties with respect to the Licensed Application, whether express or implied by law. In the event of any failure of the Licensed Application to conform to any applicable APG warranty, you may notify Apple, and Apple will refund the purchase price for the Licensed Application to you; and, to the maximum extent permitted by applicable law, Apple will have no other warranty obligation whatsoever with respect to the Licensed Application, and any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be APG’s responsibility.

e. Product Claims: You acknowledge that APG, not Apple, is responsible for addressing any claims by you or any third party relating to the Licensed Application or your possession and/or use of the Licensed Application, including, but not limited to: (i) product liability claims; (ii) any claim that the Licensed Application fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection, privacy, or similar legislation.

f. Intellectual Property Rights: You acknowledge that, in the event of any third-party claim that the Licensed Application or your possession and/or use of the Licensed Application infringes that third party’s intellectual property rights, APG, not Apple, will be solely responsible for the investigation, defense, settlement, and discharge of any such intellectual property infringement claim.

g. Legal Compliance: You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.

h. Developer Name and Address: Any end-user questions, complaints or claims with respect to the Licensed Application should be directed to: Aircraft Performance Group, LLC, 10375 Park Meadows Dr. #350, Lone Tree, CO 80124; +1 303-539-0410; support@flyapg.com.

i. Third Party Terms of Agreement: You must comply with applicable third-party terms of agreement when using the Licensed Application, e.g., you must not be in violation of your wireless data service agreement when using the Licensed Application.

j. Third Party Beneficiary: You acknowledge and agree that Apple and Apple’s subsidiaries are third party beneficiaries of these terms set forth in Section 14.9, and that, upon your acceptance of the terms and conditions of these terms set forth in Section 14.9, Apple will have the right (and will be deemed to have accepted the right) to enforce the Terms against you as a third party beneficiary thereof.