MYSKY FLIGHT TIME LIMITATIONS (FTL)

MANAGEMENT PLATFORM SERVICES SUBSCRIPTION AGREEMENT

Effective April 27, 2026

1. INTRODUCTION

1. THESE TERMS ARE A BINDING CONTRACT AND GOVERN THE USE OF AND ACCESS TO THE SERVICES BY THE CLIENT, AGENTS AND END-USERS WHETHER IN CONNECTION WITH A PAID SUBSCRIPTION FOR THE SERVICES BY: (A) CLICKING “I ACCEPT” OR A SIMILAR AFFIRMATIVE ACKNOWLEDGMENT WITHIN THE MYSKY SOFTWARE; (B) EXECUTING AN ENGAGEMENT LETTER THAT REFERENCES THESE TERMS; OR (C) ACCESSING OR USING THE SERVICES IN ANY MANNER, THE CLIENT UNCONDITIONALLY ACCEPTS AND AGREES TO BE BOUND BY THESE TERMS. IF THE CLIENT DOES NOT ACCEPT THESE TERMS, IT MUST IMMEDIATELY CEASE ALL ACCESS AND USE.
2. By accepting this Terms on behalf of a company, organization or another legal entity (an “Entity”), the Client agrees to be bound by this Terms for that Entity as of the date of such access or use of the Service (the “Effective Date”) and representing to MySky that the Client has the authority to bind such Entity and its Affiliates to this Terms, in which case the terms “Client,” herein refers to such Entity and its Affiliates. If the Client do not have such authority, or if Client do not agree with this Agreement, the Client must not use or authorize any use of the Services. The Client and MySky shall each be referred to as a “Party” and collectively referred to as the “Parties” for purposes of this Agreement. The receipt by the Client of Services from MySky or other MySky entities coordinated by MySky relating to the matter described in this Terms will be deemed to be on this agreement terms and conditions. For the avoidance of doubt, any access to or use of the Services by or on behalf of the Entity before the Effective Date shall be governed by these Terms as if they had been accepted on the date of first access.
3. MySky Services are not designed or intended for any natural person (private person or individual) acting as a consumer. If the Client is a natural person or the Client represents a natural person in any status, or if the Client does not agree with the terms of this agreement, Client may not access the Services or MySky Platform (as defined below).
4. In the event of any inconsistency or conflict between this Agreement or Engagement Letter or other document, the order of precedence shall be: (i) Engagement Letter (solely as to pricing, limits, and fee calculations); (ii) this Agreement; and (iii) any other ancillary document, unless expressly agreed otherwise in a writing signed by both Parties. No terms or conditions contained in any purchase order, invoice, or other document issued by the Client shall modify, supersede, or supplement these Terms unless expressly accepted in writing by an authorized representative of MySky.

NOW, THEREFORE, MySky offers the following terms to any qualifying Client who accepts this Offer in the manner specified below.

2. DEFINITIONS

3. SUBJECT MATTER

1. Services Summary:

MySky shall provide the Client with access to its MySky Platform (previous name SAFEJETS FTL (the “Services”). The Services shall include, without limitation, access to the MySky Software platform and related functionality serves as a supplementary tool for facilitating the management of flight duty periods, electronically storing flight and pilot records and properly printing reports. The FTL website provides a tool for exporting each pilot 's flight records on a monthly basis. Additionally, upon Client 's request, MySky will provide all electronic records for each pilot's flight sector in a CSV format openable in Microsoft Excel ®.

2. In accordance with and subject to the terms and conditions established in this Agreement MySky agrees to grant the Client a limited, worldwide, non-exclusive, non-transferable, non-sublicensable and revocable license to access and use MySky Services with respect to each Aircraft owned, operated, or managed by the Client and submitted by the Client to MySky Software.
3. MySky Services provided hereunder constitute a subscription to the MySky Software. The Client expressly acknowledges and agrees that the Services shall be deemed rendered as long as the Client remains subscribed to the MySky Software, regardless of the actual use of the Software by the Client or its Permitted Users.
4. The Services are a supplementary operational aid only. MySky does not guarantee, warrant, or represent that use of the services will ensure compliance with any aviation regulation, including but not limited to regulations issued by EASA, ICAO, the UAE general civil aviation authority (GCAA), the U.S. federal aviation administration (FAA), or any other national or international aviation authority. The client retains sole and exclusive responsibility for all flight time limitation decisions and for ensuring compliance with all applicable laws and regulations.
5. The Client acknowledges that the ability of MySky to render MySky Services depends on the provision of the Client's Information. The Client shall provide: (i) accurate and complete data for each Aircraft enrolled in the Services and, subject to confidentiality restrictions, any other information reasonably requested by MySky. MySky shall use the information provided by the Client hereunder as strictly required to provide the Services. MySky may expressly request that the Client agree to not, directly or indirectly, provide to MySky any personally identifiable information relating to any identified or identifiable natural person.
6. The Client hereby engages MySky to provide the Services and agrees to pay the Fees set forth in this Agreement in consideration thereof.
7. The Client may permit its employees, contractors, professional advisors, and end-customers (collectively, “Permitted Users”) to access and use the Services solely in connection with the Client’s business activities. The Client shall ensure that all Permitted Users comply with the terms of this Agreement and shall remain fully liable for their acts and omissions. Except as expressly provided herein, the Client shall not transfer, assign, lease, or otherwise make the Services available to any third party without MySky’s prior written consent. Passwords created through the MySky Software are stored using one-way encryption (hashing). MySky may provide password reset or account recovery mechanisms; however, MySky will not use any method intended to retrieve a user’s existing password. After activation, the Client is responsible for managing user accounts, including adding users, deactivating accounts for departing personnel, maintaining appropriate access permissions, and ensuring compliance with the user/service limits set forth in the Engagement Letter. MySky may, where reasonably necessary for contract compliance and billing, verify account usage and require the Client to purchase additional capacity in accordance with the Engagement Letter.

4. PROVISION OF SERVICES AND ACCESS

1. Upon the Client’s request and subject to payment of Fees, MySky shall provide the Client with administrative login credentials to the MySky Software (the “Access”). MySky shall provision such Access within a commercially reasonable time following the Effective Date. Access shall terminate (i) twenty (20) calendar days after expiration or termination of this Agreement; or (ii) upon suspension for non-payment in accordance with Clause ‎5.4.
2. Access to MySky Platform under this Agreement is not limited by the number of users. The Client may allow any number of its Permitted Users to access the Services. Provided that MySky reserves the right to impose reasonable user limits if, in MySky’s reasonable opinion, the Client’s usage materially exceeds that of comparable clients subscribing to equivalent Services and such excess usage imposes a disproportionate burden on MySky’s infrastructure or support resources. MySky shall give the Client at least thirty (30) days’ written notice before imposing any such limit. However, the Client is not entitled to transfer, sublicense, or otherwise grant access to MySky Platform to any other counterparty, its employees, or any third party that is not a Permitted User of the Client. For the avoidance of doubt, if the Client uses other MySky products, access to such products may be subject to user limits (please refer to the terms governing the specific product for details).
3. The Client represents and warrants that all data it submits to the Services (“Client’s Information”) is accurate, complete, and lawfully obtained. The Client shall promptly update any changes to Client Information.
4. MySky may from time to time provide enhancements or improvements to the features/functionality of the Services, which may include patches, bug fixes, updates, upgrades, and other modifications (“Updates”). MySky shall take reasonable commercial efforts to ensure that no Updates materially degrades the overall quality, performance, or functionality of the Services as provided to Client prior to such Update as they existed immediately prior to that Update. The Services are deemed materially degraded if, as a result of the Update, their core functionality is significantly impaired. If the Client demonstrates such material degradation, MySky shall, at its option, either (a) promptly use reasonable endeavors to restore the performance and functionality to their pre‑Update levels, or (b) provide a means for the Client to revert to the most recent prior version that complies with this obligation.
5. Updates may modify or delete certain features and/or functionalities of the Services or delete or remove certain information (including Client’s Information) previously accessible in the Services. The Client agrees that MySky has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Services to the Client. The Client further agrees that MySky has no obligation to preserve, retain, or restore any Client Information that is modified, deleted, or rendered inaccessible as a result of an Update, and the Client is solely responsible for maintaining current backups of all Client Information independent of the Services. The Client further agree that all Updates will be (i) deemed to constitute an integral part of the Services or the Software. Notwithstanding the foregoing, MySky shall provide notice to the Client in the event of material changes to the Services or the Software that are reasonably likely to impact the Client’s use of the Services.

5. SERVICE FEES AND PAYMENT

1. Fees. The Client shall pay to MySky the Service Fees set forth in the applicable Engagement Letter. If no Engagement Letter has been executed, the Client shall pay MySky’s then‑current standard list prices, which MySky shall make available upon request.
2. Fee Structure; Prepaid Nature. This Agreement operates on a prepaid basis. The frequency and amount of prepayment (whether annual, monthly, or otherwise) shall be as specified in the Engagement Letter. The annual subscription fee is due and payable in full before access to the Service is granted or renewed. For the initial Term, the Fee is invoiced upon signing and must be paid prior to account activation. For each renewal term, MySky will issue an invoice no later than thirty (30) days before the start of the renewal term. All provisions of this Agreement referring to disputed amounts, undisputed amounts, late payments, suspension for non-payment, and termination for non-payment apply exclusively to renewal invoices. All Fees for any subscription period must be paid in advance before the start of that period. MySky will issue invoices in accordance with Clause ‎5.4
3. Additional Fees and Customization. The Client may request the integration of certain forms, automation, custom document creation, special reporting, unique functions, or other system elements within its management system. MySky may, at its sole discretion, fulfill such requests for an additional fee. Any customization work shall be subject to a separate statement of work or change order agreed in writing. Unless otherwise expressly agreed, all intellectual property rights in any customization shall vest exclusively in MySky, and such customization shall be deemed part of the MySky Software for all purposes of this Agreement.
4. Invoicing and Payment. All Fees shall be payable in advance. Accordingly, Services shall not commence or continue unless and until the applicable Fees are received by MySky in full. MySky shall issue invoices in advance of each monthly subscription period. The Client shall pay each invoice within fifteen (15) calendar days from the date of receipt (the “Due Date”), in immediately available funds, by electronic transfer to the bank account specified in the invoice (or such other account as MySky may notify the Client). The Client may make payment by credit card, in which case an additional processing fee shall apply. If the Client chooses to prepay for Services for 12 (twelve) consecutive months in advance MySky will send the invoice to the Client for prepayment. The Client shall pay the invoice within a period not exceeding fifteen (15) days from the date of its receipt.
5. Non-payment Consequences. If the Client fails to pay any Fees by the applicable Due Date, and such failure is not remedied within ten (10) days after receipt of written notice from MySky, such failure shall constitute a material breach of this Agreement. In such event, MySky may, without prejudice to its rights under Clause ‎6.2, suspend the Client’s access to the MySky Software and/or suspend the provision of the Services until all overdue Fees are paid in full. Any suspension pursuant to this Clause shall not relieve the Client of its obligation to pay past-due Fees. MySky may charge interest on overdue amounts at the rate of 2% per month, or the maximum rate permitted by applicable law if lower, from the Due Date until the date of actual payment.
6. Taxes and Charges. The Service Fees are exclusive of VAT, sales tax, or any other applicable taxes, which shall be added by MySky to the invoice issued to the Client. In the absence of a valid tax exemption certificate provided by the Client, MySky may request reasonable information from the Client regarding the end user of the Services in order to determine the applicable tax jurisdiction, taxes, and tax rates. If the Client fails to provide such information within a reasonable period, MySky shall be entitled to determine the applicable tax jurisdiction, taxes, and tax rates at its sole discretion. The Client shall bear all transaction costs, bank charges, and any other expenses incurred in connection with payment for the Services provided by MySky. If the Client is required by applicable law to deduct or withhold any tax from any payment to MySky, the Client shall gross up the payment so that MySky receives the full amount that it would have received had no deduction or withholding been made. The Client shall provide MySky with evidence of the tax deducted and remitted to the relevant tax authority.
7. No Refunds. The Service Fees paid by the Client are non-refundable, including in the event of termination for convenience or non-use of the Services, except where otherwise expressly provided herein or required by applicable law. The Client waives any right it may have under any law to claim a refund, reimbursement, or credit for any period of non‑use, unavailability, or early termination by the Client.
8. Fee Adjustments. Upon the expiration of twelve (12) months from the Effective Date and not more than once a year thereafter, MySky shall have a right to reassess the Service Fee. The adjustment shall be based on the greater of (i) five percent (5%) or (ii) the percentage change in the Consumer Price Index (CPI) published by the U.S. Department of Labor’s Bureau of Labor Statistics over the preceding 12-month period. If the U.S. CPI‑U ceases to be published or is replaced, MySky may substitute a reasonably comparable index. If the Client reasonably demonstrates that the U.S. CPI‑U is not an appropriate benchmark for the Client’s principal place of business, the Parties shall negotiate in good faith to agree a substitute index; failing agreement within five (5) business days, MySky’s selection shall prevail. MySky shall notify the Client in writing of any adjustment at least fifteen (15) calendar days prior to the effective date of the change.
9. No Set-Off. Payments shall be made without set-off or deduction, except as expressly required by applicable law.
10. Mid-Term Fleet Changes. If the Client adds Aircraft or expands its subscription scope during an active term, the additional capacity will be charged on a pro-rata basis for the remaining months of the current term, calculated at the applicable monthly rate per Engagement Letter The subsequent renewal term will revert to the standard annual rate. If the Client removes an Aircraft during the active term, no refund or credit will be issued for the remaining period, as historical data for that Aircraft is retained in the system.

6. TERM AND TERMINATION

1. The initial term of the Agreement is one (1) year from the Effective Date automatically renewable on an annual basis until it is terminated by either party pursuant to the terms herein, subject always to prepayment of Service Fee in accordance with the provisions of Clause ‎5 herein.
2. Following the initial term, this Agreement will automatically renew for successive one (1) year terms (each, a “Renewal Term”) unless either Party provides written notice of non-renewal at least two (2) months prior to the end of the then-current term. Fees for each Renewal Term may be adjusted by the annual U.S. CPI-U inflation rate (under Clause ‎5.8 herein) effective upon renewal. If the Client requests an extension of less than one (1) year at the end of a term, the applicable monthly rate per Engagement Letter will apply. Where no monthly rate is specified, the monthly rate will be calculated as two (2) times the annual rate divided by twelve (12).
3. Without prejudice to any other right of termination or suspension available to MySky under this Agreement, MySky may terminate this Agreement at any time by giving not less than five (5) days’ written notice to the Client if any of the following events occur:

1. the Client fails to pay any Service Fee due under this Agreement by the applicable Due Date;
2. the Client grants access to the MySky Software to any third party that is not a Permitted User;
3. the Client fails to provide MySky with any information that is reasonably necessary for the provision of the Services, where such failure continues for more than five (5) days after MySky’s written request for the information; or
4. the Client commits any other material breach this Agreement and fails to cure such breach within thirty (30) days of written notice thereof;
5. the Client becomes insolvent, makes an assignment for the benefit of creditors, or is the subject of bankruptcy, liquidation, or similar proceedings;
6. the Client commits a material violation of applicable law in connection with the Services.

For the purposes of sub-clauses (a) through (f), the five (5)-day written notice shall constitute the Client’s opportunity to cure the relevant default, following which MySky may terminate the Agreement without further notice. MySky’s right to terminate under this Clause ‎6.2 is in addition to, and not in substitution for, any right MySky may have to terminate with immediate effect under any other provision of this Agreement.

4. For the avoidance of doubt, a failure by the Client to pay any Service Fees when due in accordance with Clause ‎5.3 shall be deemed a material breach of this Agreement. If the Client fails to cure such breach within the ten (10) day period specified in Clause ‎5.4, MySky may, at its sole discretion, terminate this Agreement with immediate effect by written notice.

7. DISCLAIMER AND LIMITATION OF LIABILITY

1. To the maximum extent permitted by applicable law, the MySky Services (including, without limitation, any outputs, reports, or analytics) are provided on an “AS IS” and “as available” basis, with all faults and defects, and without any warranties of any kind. MySky, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including but not limited to any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, usage, or trade practice. Without limitation, MySky makes no warranty or representation that the Services will meet the Client’s requirements, achieve any intended results, operate without interruption, be error-free, be compatible with any other systems or services, or that errors or defects can or will be corrected. No oral or written information or advice given by MySky or its authorized representatives shall create any warranty. Nothing in this Clause ‎7.1 shall exclude or limit MySky’s liability for (i) death or personal injury caused by MySky’s negligence; (ii) fraud or fraudulent misrepresentation; or (iii) any other liability that cannot be excluded or limited by UAE law. The exclusions and disclaimers in this Clause 7.1 shall apply to the fullest extent permitted by law and shall be construed as separate and severable.
2. Without limiting the foregoing, neither MySky nor any provider makes any representation or warranty that (a) the operation, availability, or output of the MySky Services will be uninterrupted or error-free; (b) the information, content, or materials provided through the MySky Services are accurate, reliable, current, or complete; or (c) the MySky Services, MySky Software, servers, or content are free of viruses, trojan horses, worms, malware, or other harmful components.
3. The parties agree that the maximum aggregate liability of MySky under this agreement shall not exceed the total service fees actually paid by the Client during the twelve (12) months immediately preceding the date on which the claim arose. To the maximum extent permitted by applicable law, neither party shall be liable to the other for any special, incidental, indirect, consequential, punitive, or exemplary damages (including, without limitation, damages for lost profits, loss of data, loss of goodwill, business interruption, or failure of security mechanisms), whether arising in contract, tort, or otherwise, even if advised of the possibility of such damages and even if any remedy fails of its essential purpose.
4. MySky hereby expressly declares that while providing the Services it relies on open sources of information and on information, which may be obtained from third parties materials, products or services ("Third-Party Information"). The Client acknowledges and agrees that MySky is not responsible for examining or evaluating the content or accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality of Third-Party Information and assumes no liability for, without limitation, correctness, completeness or truthfulness of the Third-party Information. To the extent the Client chooses to use or access such Third-Party Information, the Client does so at its own initiative and is responsible for compliance with any applicable laws, including but not limited to applicable local laws and regulations. MySky does not warrant and will not have any liability or responsibility to the Client or any other person as a result of accessing any Third-Party Information.
5. The Client shall request MySky prior written approval each time it is intended to share the results of MySky Services provided hereunder to any third party. The Client shall be entitled to disclose results of MySky Services to its personnel and advisors (attorneys, tax consultants, auditors and etc.) with a normal course of business. In case of such sharing of results of the MySky Services, the Client will indemnify and hold MySky harmless, and defend MySky and its subsidiaries from and against any claims or lawsuits, including attorneys’ fees or legal costs, that relate to Client’s distribution of any reports, MySky Services, MySky Software and/or any part of this including Client’s negligent or willfully wrongful acts associated with distribution or marketing, any additions or modifications the Client makes to the reports, Services, MySky Software or any other services and calculations related to this Agreement, and any use or action in violation of this Agreement.
6. MySky Software is a part of MySky proprietary software, based on a unique methodology to process the information. When rendering the MySky Services hereunder, MySky shall not be obliged to disclose any of the information thereabout in order to, without limitation, prove, attest, certify, and/or otherwise confirm in any manner whatsoever the results of the Services provided in accordance with this Agreement. MySky reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the MySky Software. MySky may make any other changes to the MySky Software, the materials, and the products, programs, services, or prices (if any) described in the Software at any time without notice.
7. MySky Services provided by MySky to the Client under this Agreement are not intended to supplement and do not replace the Client's own skills, judgment, and experience. MySky Services represent only an opinion of MySky and may not in any aspect be considered as statutory or other audit, any form of financial, accounting, tax, or other consulting. Without limiting the generality of the foregoing, MySky Services are not designed or intended to replace, substitute for, or guarantee compliance with any aviation safety regulation, flight time limitation, rest requirement, or crew scheduling obligation imposed by any regulatory authority. The Client shall address certified accountants and/or consultants for receiving respective statutory accounting advice or any kind of consulting, where necessary.
8. The Client shall not use the MySky Software to engage in any illegal, fraudulent, or abusive activity, including money laundering, sanctions evasion, or harassment of personnel. MySky reserves the right to suspend or terminate the Clients’ or its Permitted Users access to the MySky Software if MySky has reasonable grounds to believe that the Client or/and its Permitted User has violated the terms of this Agreement, or if MySky suspects any fraudulent, unauthorized, or illegal activity involving the MySky Software or software on its own.
9. Uptime. MySky targets 98% uptime over the course of a calendar year, excluding planned maintenance and emergency maintenance. Support Response times are below. If MySky fails to meet the service levels, MySky may provide compensation in the form of additional service days. No monetary refunds will be issued.

• Critical malfunctions affecting system usability: 12 hours
• General inquiries and minor issues: 72 hours

8. REPRESENTATIONS AND WARRANTIES

1. Mutual representations and warranties. Each Party warrants and represents that it:

1. is validly existing under the laws of its place of incorporation and has the power and authority to carry on its business as that business is now being conducted;
2. has the authority to grant the license rights provided to the other Party as set out in this Agreement;
3. is duly authorized to enter into and be bound by this Agreement or give (provide) Instructions with no limitations; and
4. holds all licenses, approvals and permits required by law to perform its obligations under this Agreement.

2. MySky representations and warranties

1. MySky does not represent or warrant that access to or use of the MySky Services or the MySky Software will be secure, timely, uninterrupted, or error‑free, or that they will operate in combination with any hardware, software, system, or data provided by any third party. MySky further does not represent or warrant that the MySky Services or the MySky Software (including any data or information transmitted through the MySky Platform) will be accurate, up‑to‑date, or free of errors, defects, or omissions.
2. Notwithstanding any other provision of this Agreement, MySky makes no warranty to the Client, whether express or implied, with respect to the MySky Services or the MySky Software, including any warranty of merchantability, fitness for a particular purpose, or any other warranty of any type or kind whatsoever.

3. Clients representations and warranties

1. The Client represents and warrants MySky that the Client has obtained all necessary permits, approvals, know‑your‑customer (KYC) clearances, corporate or organizational consents, and governmental or regulatory authorizations required under applicable law for the valid execution, delivery, and performance of this Agreement. The Client has provided, and will promptly provide upon request, true, complete, and accurate copies of such authorizations to MySky.
2. The Client represents and warrants MySky that the Client (i) has full legal capacity, power, and authority to enter into this Agreement and to perform all obligations hereunder; (ii) is not insolvent, has not filed (and is not subject to) any voluntary or involuntary petition for bankruptcy, receivership, or similar insolvency proceeding, and is able to pay its debts as they become due; and (iii) has not taken any action, nor is aware of any action threatened or pending by any third party, that would result in the Client’s insolvency or inability to perform its obligations under this Agreement.
3. The Client represents and warrants MySky that the Client acknowledges that MySky is relying on the accuracy and completeness of the foregoing representations and warranties in providing the Services and in making the MySky Software available. Any breach of any representation or warranty in this Clause ‎8.3 shall constitute a material breach of this Agreement, entitling MySky to terminate this Agreement immediately without liability and to pursue any and all remedies available under law or equity
4. The Client represents, warrants, and undertakes that: (a) it is not a consumer within the meaning of UAE Federal Law No. 15 of 2020 on Consumer Protection or any equivalent legislation in any relevant jurisdiction; (b) it acquires the Services solely for the purposes of its trade, business, or profession; and (c) no Permitted User is a consumer.

9. IP RIGHTS, CONFIDENTIALITY AND DATA PRIVACY

IP rights

4. All Intellectual Property Rights in and in relation to MySky Software and/or its components are owned by and/or exclusively licensed to MySky, unless otherwise agreed upon by MySky and respective third parties. All designs, trademarks, specifications and all media and other content developed or created solely by MySky under this Agreement, is and shall always be and remain the sole and exclusive property of MySky. Except as expressly stated herein otherwise, this Agreement does not grant the Client any Intellectual Property Rights to, or in, patents, copyrights, database rights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights or licenses in respect of MySky Software.
5. The Client shall not amend, alter, modify, or create derivative works based on or derived from MySky Software or any content contained therein (including Quotes or Estimations) or combination of its components provided by MySky. The Client may not use any brands (trademarks) owned by MySky or administered by it, unless otherwise is stipulated under this Agreement, in any manner without MySky’s prior written consent.
6. The Client shall not: (i) attempt to copy, duplicate, modify, create derivative works from or distribute all or any portion of MySky Software except to the extent expressly set out in this Agreement; (ii) attempt to reverse compile, disassemble, reverse engineer or otherwise reduce to human-perceivable form all or any part of MySky Software; (iii) access all or any part of MySky Software in order to build a product or service which competes with MySky Software; (iv) use MySky Software to provide services to third parties unless expressly authorized under provisions of this Agreement; (v) submit into MySky Software any content that constitutes a breach of non-disclosure, any non-use or license agreement or any other agreement with third-parties, or other content reasonably considered as inappropriate.
7. The Client shall use reasonable endeavors to prevent any unauthorized access to, or use of MySky Software and notify MySky promptly of any such unauthorized access or use. Such notification shall be made within twenty‑four (24) hours of the Client becoming aware of the unauthorized access, and in any event no later than forty‑eight (48) hours.
8. MySky hereby acknowledges and agrees that all rights, title, and interest in and to Client’s Information are and shall remain the Client’s property, and all intellectual property rights (including copyright, trademark, and trade secret rights) in Client’s Information are and will remain Client’s property. The Client hereby grants to MySky during the Term a revocable, non-exclusive, non-transferable, limited license to use, cache, and transmit Client’s Information via the MySky Software as strictly necessary for the purposes of Client’s use of the MySky Software pursuant to the Agreement. This license shall automatically terminate upon termination or expiration of this Agreement.
9. In addition to the foregoing, MySky also has, and the Client hereby grants to MySky, a perpetual, irrevocable, royalty-free, fully paid-up, nonexclusive right and license to use any Client’s Information (i) for MySky and its affiliate(s)’s internal purposes, including developing or improving products or services, and (ii) to make any modifications or improvements to the Services and MySky Software.
10. The Client acknowledges that any unauthorized access, deliberate security breach, or illicit sharing of the Services or credentials would cause MySky substantial and irreparable harm that is difficult to quantify. Therefore, if the Client or any Permitted User engages in any of the acts described in Clause 6.4(a)–(c) or otherwise deliberately compromises the security of the Services, the Client shall pay to MySky, as liquidated damages and not as a penalty, an amount equal to the greater of (i) five (5) times the annualized Service Fee (calculated at the rate in effect on the date of the breach) or (ii) USD 10,000. This remedy is without prejudice to MySky’s right to seek injunctive relief and to claim additional damages if the actual harm exceeds the liquidated amount, to the extent permitted by law.

Data Privacy

11. In performing MySky Services, the Parties will comply with their obligations under any laws applicable to the parties processing personal data pursuant or in relation to the Agreement (“Data Protection Laws”). By providing personal data, including as part of the Client's Information each party guarantees obtaining of the consent of these individuals to the transfer of their data for processing in any form by collecting, systematization, accumulation, storage, specification, use, transfer, blocking and deletion. The respective data can be used only as is strictly required for the purposes of performing the Services.
12. Where the Client transfers to MySky any personal data relating to individuals located in the Republic of Türkiye ("Turkish Data Subjects"), the Client acknowledges and agrees that such transfer is subject to the Turkish Personal Data Protection Law No. 6698 ("KVKK"). The Client warrants that prior to any such transfer to MySky, it shall obtain valid explicit consent from each Turkish Data Subject in full compliance with KVKK Articles 5, 6, and 9. For purposes of this Agreement, "valid explicit consent" shall mean consent that is: (i) specific to the particular data processing activities under this Agreement (including the fact of international transfer); (ii) based on complete prior information as required under KVKK Article 10; (iii) freely given, with the data subject clearly informed of their right to withhold or withdraw consent without negative consequences; and (iv) obtained through separate mechanisms for each distinct processing purpose, with no bundling of multiple activities into a single consent action. The Client expressly acknowledges that "blanket consent" (genel nitelikli aydınlatma) does not constitute valid consent under KVKK and shall not be relied upon. The Client shall maintain complete records of all consents obtained and shall indemnify and hold MySky harmless from any claims, fines, or penalties arising from the Client's failure to comply with its obligations under this Clause, including any failure to obtain valid consent or to cooperate in executing any additional safeguard mechanisms (such as Standard Contractual Clauses) required for lawful cross-border data transfer under KVKK Article 9.
13. When the parties process (in the capacity of a data processor) any personal data received from the other party pursuant to this Agreement, such Party shall: 

1. process such personal data only so far as is strictly necessary for the purposes of performing its obligations under this Agreement, or any other written agreement between the parties, unless the party is required to process that personal data pursuant to the applicable laws. Where the party is relying on applicable laws as the basis for processing personal data, it shall promptly notify the other party in writing of this before doing so (unless otherwise is provided by the applicable laws);
2. ensure that all personnel who have access to and/or process such personal data are obliged to keep the personal data confidential;
3. promptly assist the other party, at its own cost, in responding to any request from a data subject and in ensuring compliance with obligations under applicable Data Protection laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators; 
4. notify the other party without undue delay, and in any event on becoming aware of a personal data breach.
5. Each party shall immediately inform the other party if, in its opinion, any instruction from the respective party that breaches applicable Data Protection laws.

Confidentiality

14. Nondisclosure and Limited Use Obligations. Except as expressly set forth herein, each party will keep strictly confidential the Confidential Information disclosed by the other party by: (i) not disclosing Confidential Information to third parties; (ii) preserving the confidentiality of Confidential Information with the same level of care such party applies to its own similar types of Confidential Information, but in any case with no less than a reasonable level of care to preserve confidentiality; and (iii) using such Confidential Information only for the performance of this Agreement. A party may disclose the other party’s Confidential Information only to its personnel who need to know such Confidential Information to perform in accordance with this Agreement, and only after informing such recipients that the Confidential Information must be kept confidential and can be used only for the performance of this Agreement. Each party is responsible for any disclosure or misuse of Confidential Information by its personnel.

MySky is responsible for all processing of the Client’s Confidential Information under the control of, or made available to, MySky or its personnel. MySky will prevent the unauthorized processing of Confidential Information, including by its personnel, and will implement appropriate safeguards to protect the Client’s Confidential Information.

15. Ownership of Outputs and Client’s Information. For the avoidance of doubt, Client’s Information does not include any output of the Services (including, without limitation, reports and analytics), all of which is MySky property and MySky’s Confidential Information. Except to the extent that any such outputs contain or are based on Client’s Information, in which case, such outputs are the Client’s property and the Client’s Confidential Information. MySky has no obligation to maintain or return Client’s Information to the Client or to ensure that Client’s Information remains accessible through the MySky Software or Services. The Client should keep a complete backup of all of its Client’s Information at all times separate and apart from the copy provided to MySky.
16. Required Disclosures. A receiving party may, without breaching this Agreement, disclose Confidential Information disclosed by the other party to the extent required to comply with a valid court order, subpoena, regulatory inquiry, or applicable law. If a receiving party becomes subject to such a requirement, it must notify the disclosing party as soon as possible and, in any case, before it makes the required disclosure (unless such notice is not allowed by applicable law), and it must cooperate with the disclosing party (if requested, and at the disclosing party’s expense) to seek a protective order or similar protection for the disclosing party’s Confidential Information, except where prohibited by applicable law. The receiving party will disclose only such information as is legally required and will use commercially reasonable efforts to obtain confidential treatment for all Confidential Information disclosed.
17. Injunctive Relief. Each party acknowledges that money damages may not adequately protect the disclosing party against an actual or threatened breach of this Clause and that such breach would result in immediate and irreparable harm to the disclosing party. Therefore, a disclosing party may pursue equitable relief to protect its Confidential Information without having to provide proof of actual damages. For the avoidance of doubt, MySky may seek injunctive relief from any court of competent jurisdiction, including the DIFC Courts and the onshore Dubai Courts, and the pursuit of such relief shall not be deemed a waiver of the arbitration agreement in Clause ‎9.8.

Non-competition

18. Notwithstanding anything contained herein to the contrary, the Client shall not release any product, materials or services nor any publicity, advertisement, news release or confirmation of the same, regarding, involving or relating in any way to MySky Services or MySky Software hereunder, without the prior express written consent thereto from MySky. The Client shall be liable to MySky for any breach of such obligation.
19. The Client hereto expressly agrees to refrain during the Term of this Agreement and a period ending the second anniversary upon termination of this Agreement from engaging in, or otherwise benefiting from any activity in connection with development and promotion of any software product that directly competes with the MySky Software or any other MySky product to which the Client has had access in the field of private aviation. This restriction applies worldwide and covers the Client and its affiliates.

10. MISCELLANEOUS

Notices

20. Any notice given under or in connection with this Agreement (the “Notice”) shall be delivered personally, sent by email, or sent by international express delivery service, and shall be: (i) in writing in the English language; (ii) signed by an authorized representative of the party; and (iii) addressed to the relevant party at the address specified in this Agreement in the cover page and marked for the attention of the person so specified, or to such other address or person as the relevant party may from time to time specify by Notice given in accordance with this Clause. Notices sent by email shall be deemed received at the time of transmission if sent during the recipient’s normal business hours, or otherwise at the commencement of the recipient’s next business day. Notices sent by international express delivery shall be deemed received on the third business day after dispatch.
21. Marketing Authorization. The Client grants MySky a non-exclusive, royalty-free, worldwide right to use the Client’s name, logo, trademarks, and/or service marks solely to identify the Client as a customer of MySky and the MySky Platform Service in MySky’s marketing, promotional, and investor materials, including MySky’s website, proposals, presentations, and social media.

Counterparts and Language of the Agreement

22. This Agreement may be executed by any one or more of the parties hereto in any number of counterparts, each of which shall be deemed to be an original, but all such counterparts shall together constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes. Delivery of an executed counterpart of a signature page to this Agreement by facsimile or as an attachment to an electronic mail message in .pdf, .jpeg, .tiff or similar electronic format shall be effective as delivery of a manually executed counterpart of this Agreement for all purposes. The words "execution", "signed", "signature", "delivery" and words of like import in or relating to this Agreement and any other auxiliary documents to be signed in connection with this Agreement and the transactions contemplated hereby and thereby shall be deemed to include Electronic Signatures, deliveries or the keeping of records in electronic form, each of which shall be of the same legal effect, validity or enforceability as a manually executed signature, physical delivery thereof.

No Employment Relationship

23. MySky shall always be deemed as an independent contractor, and this Agreement will not be construed to create any partnership, joint venture, agency, or employment relationship, between MySky and the Client or MySky’s personnel and the Client. Neither MySky nor its personnel will represent itself to be an employee, representative, partner, joint ventures, or agent of the Client. The Client shall indemnify and hold MySky harmless from any claim, liability, or loss arising from any allegation that an employment, partnership, or agency relationship exists between the Client and MySky or its personnel.

Legal Compliance

24. The Client hereby represents, warrants, and agrees that neither the Client nor its employees, agents, affiliates, guests, end-users, end-beneficiaries, nor any person or legal entity that is in position to effectively determine the place or time for take-off or landing of an Aircraft to reach, for instance, a holiday destination or a business meeting: 

1. is a legal entity or person subject to sanctions, or otherwise is not the subject or target of any economic, export or trade sanctions, regulations or travel or flight bans, including but not limited to those under the laws of the United States, Switzerland, or the European Union; 
2. will promptly notify MySky in writing if it becomes aware of any change or potential change in status under this Clause;
3. represents that Service Fees and other funds paid by the Client to MySky are not derived from illegal activities; 
4. acknowledges that MySky may be required by applicable laws to block, freeze, and/or remit Service Fees or any other funds paid by the Client, which it shall do without liability to the Client;
5. shall promptly provide MySky with accurate information and documentation reasonably requested to assess compliance with this Clause, and authorizes MySky to perform screening and background checks as necessary.

25. For the avoidance of doubt, MySky may, at its sole discretion and at any time, refuse to provide MySky Services due to current laws of Switzerland, the European Union and the United States relating to travel, flight, export, and restrictions concerning nationals (including dual-nationals) of Russia, Belarus, Iran, North Korea, Sudan, and Syria.

Governing Law and Dispute Resolution

26. This Agreement shall be construed and enforced in accordance with the internal laws of the United Arab Emirates, without regard to principles of conflicts of laws.
27. In the event of a dispute arising out of or relating to this Agreement, including any question regarding its existence, validity or termination, the parties shall first seek settlement of that dispute by mediation in accordance with the Mediation Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this Clause. If the dispute is not settled by mediation within thirty (30) days of the commencement of the mediation, or such further period as the parties shall agree in writing, the dispute shall be referred to and finally resolved by arbitration under the Arbitration Rules of the Dubai International Arbitration Centre, which Rules are deemed to be incorporated by reference into this Clause. The number of arbitrators shall be one (1). The seat of arbitration shall be Dubai International Financial Centre (DIFC). The language to be used in the arbitration shall be English. The Parties agree that the arbitration agreement in this Clause ‎10.8 is independent of the remainder of this Agreement and shall survive its termination or invalidity. The arbitral award shall be final and binding on the Parties, and the Parties waive any right to appeal or challenge the award to the fullest extent permitted by law. The Parties irrevocably submit to the exclusive jurisdiction of the DIFC Courts for the purposes of any application for interim or conservatory measures, enforcement of the arbitral award, and any challenge to the award solely on the grounds permitted under the DIFC Arbitration Law. Nothing in this Clause ‎10.8 shall prevent MySky from seeking injunctive or other interim relief from any court of competent jurisdiction, and such action shall not be deemed a breach or waiver of this arbitration agreement.

Severability

28. If any provision of this Agreement is held to be invalid, illegal, or unenforceable under any applicable law or regulation, such provision shall be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remaining provisions of this Agreement shall continue in full force and effect.

Survival

29. Any provision of this Agreement which, by its nature, is intended to survive termination or expiration (including, without limitation, provisions relating to payment obligations, confidentiality, intellectual property rights, limitations of liability, indemnities, governing law, and dispute resolution) shall survive and continue in full force and effect notwithstanding the termination or expiration of this Agreement.