Sky Schedule Customer Agreement

1. Definitions

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party. “Control” means owning more than 50% of the voting interests.

“Authorized User” means an individual Customer allows to use the Services under its account, such as its owners, administrators, office staff, instructors, students, renters, members, and parents or guardians.

“Competitor” means any person or entity that offers, or is developing, software or services for scheduling, billing, payments, customer relationship management, training records, document management, dispatch, or maintenance tracking for flight schools, flying clubs, FBOs, or aircraft rental operations, and anyone acting for it.

“Confidential Information” is defined in Section 10.

“Customer Data” means all data, documents, files, and other information submitted to the Services by or for Customer or its Authorized Users. That includes student, instructor, staff, and prospect records, uploaded documents (for example, identification, passports, pilot certificates, and FAA medical certificates), photos and signatures, scheduling, flight, training, aircraft, maintenance, payroll, timecard, and billing records, and messages. Customer Data does not include Usage Data or Sky Schedule Account Data.

“Documentation” means Sky Schedule’s then-current help materials and policies for the Services, including the Terms of Service at https://www.skyschedule.io/terms and the Privacy Policy at https://www.skyschedule.io/privacy.

“Feedback” means any suggestion, idea, enhancement request, recommendation, correction, or other feedback about the Services from Customer or its Authorized Users.

“Fees” means Subscription Fees, Platform Fees, and any other amounts payable under this Agreement or an Order Form.

“Minor User” means an Authorized User under 18 years old.

“Order Form” means a signed ordering document, or the online sign-up, plan selection, or add-on purchase in the Services, that specifies the Services, plan, Fees, and Subscription Term.

“Personal Data” means information that identifies, relates to, or could reasonably be linked to an individual, as defined by applicable privacy law.

“Platform Fee” means the fee described in Section 7.2.

“Services” means the Sky Schedule flight school management platform at app.skyschedule.io, its mobile apps, APIs, MCP server, and related features, including the Arlo AI assistant, integrations, and support.

“Sky Schedule Account Data” means information Sky Schedule handles for its own purposes, as described in Part A of the Privacy Policy, such as login information, Customer’s billing contacts, and agreement acceptance records.

“Sky Schedule Technology” means the Services, the Documentation, and all related software, source and object code, designs, user interfaces, workflows, features, functionality, data models, database structures, APIs, prompts, and other technology, including non-public and beta features, roadmaps, and pricing, and all improvements and derivative works of any of them.

“Stripe” means Stripe, Inc. and its affiliates, or any successor payment processor Sky Schedule designates.

“Subscription Term” means the period stated in the Order Form, including renewals.

“Third-Party Services” means products, services, and data not provided by Sky Schedule, including Stripe, QuickBooks, Google, Microsoft, FlightSense, FlightAware, ADS-B data sources, and any app, agent, or system Customer connects through an API key or the MCP server.

“Usage Data” means technical and usage information about how the Services are accessed and used (such as sign-in records, sessions, IP addresses and approximate location, actions taken, device and browser information, and diagnostic data), and data derived from it, in a form that does not include the content of Customer Data.

2. The Services

2.1 Provision. Subject to this Agreement and payment of Fees, Sky Schedule will make the Services available to Customer and its Authorized Users during the Subscription Term, solely for Customer’s internal business operations, and will provide standard support by email.

2.2 Availability. Sky Schedule will use commercially reasonable efforts to keep the Services available, except for planned maintenance and events outside its reasonable control (including outages of hosting, database, email, messaging, or payment providers). Sky Schedule does not offer a service-level commitment unless an Order Form says otherwise.

2.3 Changes. Sky Schedule may update and improve the Services. It will not materially reduce the core functionality of the Services Customer has paid for during the current Subscription Term, except where needed for security, legal compliance, or because a Third-Party Service changed or ended.

2.4 AI features. Some features, including Arlo, use AI to generate content from Customer Data. AI output may be wrong or incomplete and is not professional, legal, financial, or aviation advice. Customer is responsible for reviewing AI output before relying on it or sending it to anyone, and for not entering more sensitive Personal Data into AI features than needed. Sky Schedule processes Customer Data through AI features only to provide the Services to Customer and does not use Customer Data to train third-party AI models. Sky Schedule may set reasonable usage limits on AI features.

2.5 Third-Party Services. Customer’s use of Third-Party Services is governed by the third party’s terms. When Customer enables a Third-Party Service, Customer directs Sky Schedule to exchange Customer Data with it. The third party is not Sky Schedule’s subprocessor, and Sky Schedule is not responsible for it. Sky Schedule may stop supporting an integration if the third party changes or ends it. Weather, aircraft position, and flight-tracking information is for general awareness only. Never use it for navigation, dispatch, weather briefing, or safety-of-flight decisions.

2.6 API and MCP access. Customer is responsible for keeping its API keys and connections secure, for every action taken with them, and for any Third- Party Service or AI agent it connects. Sky Schedule may rate-limit, suspend, or revoke API or MCP access that threatens the Services or violates this Agreement.

2.7 Beta features. Features marked beta, preview, or similar are provided as-is, may change or be discontinued, and are not covered by any commitment in this Agreement.

2.8 No future commitments. Customer’s purchase does not depend on the delivery of any future feature, or on any oral or written statement about future functionality.

3. Customer Data, Privacy, and Data Processing

3.1 Customer owns Customer Data. As between the parties, Customer owns all Customer Data. Sky Schedule gets no ownership of Customer Data under this Agreement.

3.2 Roles. For Personal Data in Customer Data, Customer is the controller (or “business”), and Sky Schedule is the processor (or “service provider”). Sky Schedule will process Customer Data only on Customer’s behalf and on Customer’s documented instructions, which are this Agreement, the Order Form, and Customer’s settings and use of the Services. Sky Schedule will:

1. not sell or share Customer Data, or use it for advertising;
2. not retain, use, or disclose Customer Data for any purpose other than providing, securing, supporting, and maintaining the Services for Customer, or as required by law;
3. not combine Customer Data with personal information it receives from other sources, except as permitted by law to provide the Services;
4. require its personnel who access Customer Data to keep it confidential; and
5. tell Customer if it believes it can no longer meet its obligations under applicable privacy law.

For Sky Schedule Account Data and Usage Data, Sky Schedule acts as an independent controller, as described in Part A of the Privacy Policy.

3.3 Customer decides what to collect. Sky Schedule does not require or instruct Customer to collect any particular document or category of Personal Data. Customer alone decides what documents, fields, and information it collects from its students, instructors, staff, prospects, and others (including sensitive documents such as government IDs, passports, pilot certificates, and FAA medical certificates), how long to keep them, and who in its organization can see them. Customer is responsible for:

1. giving all notices to, and getting all consents from, its Authorized Users and other individuals that are required for Customer and Sky Schedule to process Customer Data under this Agreement, including for text messages, emails, photos, voice recordings, and AI features;
2. the accuracy, quality, legality, and appropriateness of Customer Data, and how Customer obtained it;
3. configuring roles and permissions so that only appropriate personnel can see sensitive Customer Data; and
4. collecting only the sensitive data it actually needs.

3.4 License to Sky Schedule. Customer grants Sky Schedule and its subprocessors a worldwide, non-exclusive license, for the term of this Agreement and the Export Period, to host, copy, store, transmit, display, and otherwise process Customer Data only as needed to provide, secure, and support the Services and as otherwise permitted by this Agreement.

3.5 Security. Sky Schedule will maintain reasonable administrative, technical, and physical safeguards designed to protect Customer Data, including encryption in transit, role-based access controls, and measures designed to keep Customer’s data separate from other customers’ data. No system is perfectly secure, and Sky Schedule does not guarantee that unauthorized access will never occur.

3.6 Personnel access. Authorized Sky Schedule personnel may access Customer’s workspace and Customer Data, including with administrator-level access, only as needed to provide the Services, provide support (including at Customer’s request), keep the Services secure, investigate suspected violations of this Agreement, or comply with law.

3.7 Subprocessors. Customer authorizes Sky Schedule to use the subprocessors listed in Section 9.1 of the Privacy Policy. Sky Schedule will update that list before a new subprocessor begins processing Customer Data, will require its subprocessors to protect Customer Data in a manner consistent with this Section 3, and remains responsible for their performance. If Customer reasonably objects to a new subprocessor on data-protection grounds, the parties will discuss it in good faith. If they cannot resolve it, Customer may terminate the affected Services and receive a refund of prepaid Subscription Fees for the remaining period.

3.8 Security incidents. If Sky Schedule confirms unauthorized access to, or disclosure of, Customer Data in systems Sky Schedule controls, it will notify Customer without undue delay, give Customer the information it reasonably needs to meet its own notification obligations, and take reasonable steps to contain and fix the incident. Customer is responsible for notifying its Authorized Users and others where required, unless the parties agree otherwise. Notice of an incident is not an admission of fault.

3.9 Requests from individuals. If Sky Schedule receives a request from an individual about Customer Data (for example, to access or delete a document), Sky Schedule will direct the individual to Customer. Where Customer cannot respond using the Services, Sky Schedule will reasonably help.

3.10 Compelled disclosure. If the law requires Sky Schedule to disclose Customer Data, Sky Schedule will notify Customer first where the law allows, and will reasonably cooperate if Customer seeks to limit the disclosure.

3.11 Usage Data and aggregated data. Sky Schedule may collect and use Usage Data. It may also create and use de-identified, aggregated data that does not identify Customer or any individual, to operate, secure, support, analyze, and improve the Services and to develop new features. Sky Schedule owns Usage Data and that de-identified, aggregated data, and will not try to re-identify it.

3.12 Payment data. Sky Schedule does not store full payment card numbers, card security codes, or full bank account numbers. Stripe collects and stores that data. Sky Schedule may store limited details, such as card brand, last four digits, expiration date, and Stripe identifiers.

3.13 Data Processing Addendum. On Customer’s written request, the parties will sign Sky Schedule’s Data Processing Addendum (“DPA”), which supplements this Section 3 and controls over it for the processing of Personal Data if they conflict.

4. Accounts, Authorized Users, and Minors

4.1 Account holder. Customer is the account holder for its workspace. It is responsible for all activity of its Authorized Users and for their compliance with this Agreement and the Terms of Service. Customer will not interfere with Sky Schedule’s requirement that Authorized Users accept the Terms of Service.

4.2 Credentials. Customer will keep, and require its Authorized Users to keep, login credentials confidential, will not allow credentials to be shared, and will promptly notify Sky Schedule at ryan@skyschedule.info of any suspected unauthorized access.

4.3 Administrators must be adults. Each individual who creates a Customer account, accepts this Agreement, or holds an owner or administrator role must be at least 18 years old.

4.4 Minor Users. Customer may enroll Minor Users only through its administrators. For each Minor User, Customer will:

1. get, and keep a record of, written consent from the Minor User’s parent or legal guardian to the Minor User’s use of the Services and to the processing of the Minor User’s Personal Data;
2. make sure any payment method saved for charges relating to the Minor User belongs to, and is authorized by, an adult parent, guardian, or other adult payer, and not the Minor User;
3. limit the Minor User’s access to the information and functions appropriate for a student;
4. handle requests from parents and guardians to review, correct, or delete a Minor User’s information; and
5. give Sky Schedule the consent record on reasonable request.

4.5 Children under 13. Customer will not create a login for, or invite, anyone under 13. If Customer records limited information about a child under 13 (for example, the name of a discovery-flight participant booked by an adult), Customer must first get verifiable consent from the child’s parent or guardian, as required by the Children’s Online Privacy Protection Act, and must give evidence of that consent on request.

5. Acceptable Use and Restrictions

5.1 Protection of Sky Schedule Technology. Customer will not, and will not permit any Authorized User or third party to:

1. reverse engineer, decompile, disassemble, decode, or otherwise try to derive the source code, algorithms, prompts, data models, or underlying structure or architecture of any part of the Services, except to the limited extent applicable law expressly permits despite this restriction;
2. copy, modify, translate, frame, mirror, or create derivative works of the Services, or of any part, feature, function, workflow, or user interface of the Services;
3. access or use the Services, Documentation, or Confidential Information to build, design, train, or help build a competing product or service, or a product or service using similar ideas, features, functions, workflows, or graphics;
4. copy or document any ideas, features, functions, workflows, or graphics of the Services for the purpose of reproducing them elsewhere;
5. access the Services to monitor their availability, performance, or functionality, or for benchmarking or competitive purposes, or publish or share performance or benchmark results, without Sky Schedule’s prior written consent;
6. scrape, crawl, spider, or use any bot, script, or automated means to access the Services or extract data, other than through features or APIs Sky Schedule provides for that purpose (Customer may always export its own Customer Data using the export tools Sky Schedule provides);
7. sell, resell, sublicense, rent, lease, distribute, or otherwise make the Services available to anyone other than Authorized Users, or use the Services as a service bureau or for the benefit of a third party;
8. get around or interfere with any security feature, access control, usage limit, or fee mechanism, or perform load, penetration, or vulnerability testing without Sky Schedule’s prior written consent; or
9. remove or obscure any proprietary notice.

5.2 No competitor access. Competitors may not access or use the Services. Customer will not give a Competitor, or anyone Customer knows or reasonably should know is acting for a Competitor, access to the Services, Documentation, or Sky Schedule’s Confidential Information, without Sky Schedule’s prior written consent. If Customer is or becomes a Competitor, or is acquired by one, Sky Schedule may terminate this Agreement immediately on written notice and will refund prepaid Subscription Fees for the remaining period.

5.3 Prohibited conduct. Customer will not, and will make sure its Authorized Users do not, use the Services to:

1. access, or try to access, another customer’s data or any system without authorization;
2. charge a payment method without the payer’s knowledge and authorization;
3. upload fraudulent, false, altered, or misleading documents, certificates, or identity information;
4. facilitate fraud, money laundering, or other unlawful financial activity;
5. upload or transmit malicious code;
6. store or transmit material that infringes intellectual property or violates privacy or publicity rights;
7. send spam or messages that violate the CAN-SPAM Act, the Telephone Consumer Protection Act, carrier messaging rules, or similar laws, including texts to anyone who has not agreed to receive them;
8. harass, threaten, or abuse anyone;
9. impersonate anyone, or misrepresent identity, certificates, or affiliation;
10. process payments outside the Services to avoid Platform Fees for activity managed in the Services, such as scheduled flights or invoices created in the Services; or
11. violate any law or regulation, including FAA and TSA rules.

5.4 Violations. A breach of this Section 5 is a material breach. Sky Schedule may suspend access under Section 11.6, terminate under Section 11.4, seek injunctive relief under Section 16.7, and report illegal activity to Stripe or the authorities.

6. Monitoring Notice

6.1 Monitoring. Customer acknowledges and agrees, and will tell its Authorized Users, that Sky Schedule monitors, logs, and reviews accounts, access to, and use of the Services. This includes sign-ins and sessions, IP addresses and approximate location derived from them, actions taken in the Services, API, MCP, and other automated access, email and message delivery events, and payment activity. Sky Schedule does this to provide support, keep the Services secure and reliable, detect and prevent fraud and abuse, meet the requirements of its payment and infrastructure providers, comply with law, and verify compliance with this Agreement.

6.2 Use of records. Sky Schedule may keep and use these records as evidence of compliance or non-compliance with this Agreement, including in a dispute. Monitoring does not create any duty for Sky Schedule to review all activity or to detect any particular conduct.

7. Fees and Payment

7.1 Subscription Fees. Customer will pay the subscription and add-on fees in its Order Form (“Subscription Fees”). These may be based on aircraft, users, locations, features, or another measure. Unless the Order Form says otherwise, Subscription Fees are billed monthly in advance. Customer authorizes Sky Schedule to charge Customer’s payment method on file for Subscription Fees for the initial term and every renewal. Except as stated in Sections 3.7, 5.2, 11.5, and 12.2, Subscription Fees are non-refundable.

7.2 Platform Fee: disclosure. In addition to Subscription Fees, Sky Schedule receives a Platform Fee from each payment Customer accepts through the Services, as follows, unless the Order Form states a different rate:

The Platform Fee is never more than the payment itself.

1. How it is collected. Stripe deducts the Platform Fee automatically from each payment as an application fee and sends it to Sky Schedule. Customer receives the rest in its Stripe account, less Stripe’s own fees.
2. Separate from Stripe’s fees. The Platform Fee is separate from, and in addition to, Stripe’s processing fees. Stripe sets those fees, may change them, and charges them to Customer under Stripe’s terms. Sky Schedule receives no part of Stripe’s fees. Stripe’s current pricing is at stripe.com/pricing.
3. Refunds, disputes, and chargebacks. The Platform Fee is earned when a payment is processed. It is not returned if Customer refunds the payment or a payer files a dispute or chargeback.

7.3 Optional processing fee charged to payers. Customer may turn on a setting that adds a processing fee to what its payers pay. If Customer turns it on:

1. the Services add a processing fee to the payer’s total, currently 4% for card payments and 0.8% for ACH bank payments;
2. the processing fee is Customer’s charge, and it is paid into Customer’s Stripe account as part of the payment;
3. the fee is designed to help Customer cover its payment costs, including Stripe’s fees and the Platform Fee;
4. the Platform Fee is calculated on the full amount charged, including the processing fee. Apart from that Platform Fee, Sky Schedule receives no part of the processing fee; and
5. Customer alone decides whether to turn this setting on. Customer is solely responsible for making sure the fee is lawful in its state, complies with card network rules (including any surcharge registration, notice, disclosure, and cap requirements and any restrictions on surcharging debit or prepaid cards), and is clearly disclosed to payers before they pay.

7.4 Stripe Connect. To use payment features, Customer must create and keep a Stripe connected account and agree to the Stripe Connected Account Agreement. Customer is the merchant of record for all charges to its students and other payers. Sky Schedule is a software platform. It is not a bank, money transmitter, or payment processor, does not hold Customer’s funds, and does not control Stripe’s fees, account approvals, payout timing, reserves, holds, or account decisions. Customer is responsible for refunds, disputes, chargebacks, and negative balances on its connected account. Customer authorizes Sky Schedule to share information with Stripe as needed to provide payment features.

7.5 Saved payment methods. Customer will get each payer’s authorization before saving a payment method or charging it, charge only amounts the payer authorized, follow Stripe’s and the card networks’ rules for stored credentials and ACH debits, and keep records of authorizations.

7.6 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, and similar taxes on its purchases from Sky Schedule (other than taxes on Sky Schedule’s income), and for taxes on its own transactions with its payers.

7.7 Late payment. If Subscription Fees are not paid when due, Sky Schedule may suspend the Services after at least 10 days’ notice, until paid. Overdue amounts accrue interest at 1.5% per month or the highest lawful rate, whichever is lower. Customer will reimburse Sky Schedule’s reasonable costs of collecting overdue amounts, including attorneys’ fees.

7.8 Billing disputes. Customer must notify Sky Schedule in writing at ryan@skyschedule.info of any disputed Fee within 30 days of the charge, or the charge is final. The parties will work in good faith to resolve it. Sky Schedule will not suspend for an amount Customer disputes reasonably and in good faith while the parties work to resolve it.

7.9 Fee changes. Sky Schedule may change Subscription Fees or Platform Fees on at least 30 days’ written notice, effective at the start of Customer’s next billing period after the notice period. If Customer doesn’t agree, Customer may cancel before the change takes effect. Fees in a signed Order Form for a fixed term won’t change during that term.

8. Intellectual Property

8.1 Sky Schedule ownership. Sky Schedule and its licensors own all right, title, and interest in and to the Sky Schedule Technology, the Sky Schedule and Arlo names and logos, Usage Data, and all related intellectual property rights. Customer gets no rights except the limited right to use the Services under this Agreement. All rights not expressly granted are reserved.

8.2 Access right. Subject to this Agreement, Sky Schedule grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term for its Authorized Users to access and use the Services for Customer’s internal business operations.

8.3 Feedback assignment. Feedback is voluntary. Customer hereby assigns to Sky Schedule all right, title, and interest in and to all Feedback. Sky Schedule may use, disclose, and commercialize Feedback for any purpose, without restriction, attribution, or compensation. If any Feedback can’t be assigned, Customer grants Sky Schedule a worldwide, perpetual, irrevocable, royalty-free, fully paid, sublicensable license to use and exploit it for any purpose. Feedback gives Customer no ownership of, license to, or claim against any feature or product Sky Schedule develops, whether or not it resembles the Feedback. Feedback does not include Customer Data.

8.4 Customer name and logo. Sky Schedule may identify Customer by name and logo as a customer on its website and in sales materials. Customer may opt out at any time by emailing ryan@skyschedule.info. Any customer story, quote, or case study requires Customer’s prior approval.

9. Customer Responsibilities for Operations

Customer is an independent business and is solely responsible for:

• its flight training, aircraft operations, and dispatch decisions;
• its regulatory compliance, including FAA rules on training, maintenance, recordkeeping, and instructor qualifications, and TSA flight-training security requirements;
• the accuracy of flight, Hobbs and tach, training, maintenance, payroll, and timecard records entered into the Services;
• its prices, cancellation, and refund policies;
• its employment and payroll obligations; and
• its taxes.

The Services are operational tools. They do not provide flight instruction, safety guidance, airworthiness determinations, payroll processing, tax advice, or regulatory advice. Customer is responsible for keeping its own backups or exports of records it is legally required to keep.

10. Confidentiality

10.1 Definition. “Confidential Information” means non-public information one party (the “Discloser”) discloses to the other (the “Recipient”) that is marked confidential, or that a reasonable person would understand to be confidential.

• Customer’s Confidential Information includes Customer Data.
• Sky Schedule’s Confidential Information includes all non-public aspects of the Sky Schedule Technology: unreleased, beta, or non-public features and functionality, roadmaps, designs, workflows, screens, demos, prompts, support communications, security information, and the terms and pricing of this Agreement and any Order Form.

Confidential Information does not include information that (a) is or becomes public through no fault of the Recipient, (b) the Recipient knew before disclosure without restriction, (c) the Recipient receives from a third party without a duty of confidentiality, or (d) the Recipient independently develops without using the Discloser’s Confidential Information.

10.2 Obligations. The Recipient will:

1. use the Discloser’s Confidential Information only to perform its obligations or exercise its rights under this Agreement;
2. not disclose it except to its and its Affiliates’ employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as these; and
3. protect it with at least reasonable care.

The Recipient is responsible for any breach by those people.

10.3 Compelled disclosure. The Recipient may disclose Confidential Information if the law requires it, after giving the Discloser prompt notice (where the law allows) and reasonable cooperation to seek protective treatment.

10.4 Duration. These obligations continue during the term and for three (3) years after termination. Trade secrets stay protected for as long as they qualify as trade secrets under applicable law. Customer Data stays protected for as long as Sky Schedule holds it.

10.5 Return or destruction. On termination, each party will return or destroy the other’s Confidential Information on request, subject to Section 11.8 and legal retention requirements.

11. Term, Renewal, Suspension, and Termination

11.1 Term. This Agreement starts when Customer first accepts it and continues until all Subscription Terms have ended.

11.2 Renewal. Unless the Order Form says otherwise, each Subscription Term renews automatically for successive periods equal to the prior term, unless either party gives notice of non-renewal before the end of the current term. For annual terms, notice must be given at least 30 days before renewal.

11.3 Termination by Customer. Customer may cancel at any time in its account settings or by notice to ryan@skyschedule.info. Cancellation takes effect at the end of the current paid billing period. No refunds are given for partial periods except as stated in this Agreement or required by law.

11.4 Termination for cause. Either party may terminate this Agreement on written notice if the other party materially breaches it and doesn’t fix the breach within 30 days after notice. Sky Schedule may terminate immediately on notice if:

• Customer breaches Section 5 or Section 10 in a way that can’t reasonably be fixed;
• Customer engages in fraud or illegal activity;
• Stripe ends Customer’s connected account because of Customer’s conduct; or
• Customer becomes insolvent or is the subject of bankruptcy proceedings.

11.5 Termination for convenience by Sky Schedule. Sky Schedule may terminate this Agreement or any Subscription Term for any reason on at least sixty (60) days’ written notice. If it does, Sky Schedule will refund any prepaid Subscription Fees for the period after termination, and Customer will have the Export Period in Section 11.8.

11.6 Suspension. Sky Schedule may suspend all or part of Customer’s or any Authorized User’s access immediately if Sky Schedule reasonably believes that:

1. there is a threat to the security, integrity, or availability of the Services or of other customers’ data;
2. Customer or an Authorized User has breached Section 5;
3. suspension is required by law, Stripe, or a hosting provider; or
4. Fees are overdue as described in Section 7.7.

Sky Schedule will use reasonable efforts to give advance notice and a chance to fix the problem where practical. It will limit the suspension to what is reasonably necessary and restore access once the cause is resolved. Fees continue to accrue during a suspension caused by Customer.

11.7 Effect of termination. When this Agreement ends, Customer’s right to use the Services ends, Customer will pay all Fees owed through the effective date, and each party will stop using the other’s Confidential Information except as this Agreement allows.

11.8 Data export and deletion. For 30 days after termination or expiration (the “Export Period”), Sky Schedule will make Customer Data available for Customer to export using the export tools in the Services or, on request, in a commonly used format (such as CSV files and the original uploaded documents). After the Export Period, Sky Schedule has no obligation to keep Customer Data. It will delete or de-identify Customer Data from active systems within 90 days, and from backups in the ordinary course, except where retention is required by law or needed for billing, tax, fraud-prevention, or dispute records. If Sky Schedule terminates for Customer’s breach under Section 11.4, Sky Schedule may require payment of overdue amounts before providing export assistance beyond the self-service tools. Customer may still retrieve records it is legally required to keep.

11.9 Survival. Sections 1, 3.1, 3.11, 5, 6.2, 7 (for amounts owed), 8, 10, 11.7 through 11.9, and 12 through 17, and any other provision that by its nature should survive, survive termination.

12. Warranties and Disclaimers

12.1 Mutual. Each party confirms that it has validly entered into this Agreement and has the legal power and authority to do so.

12.2 Security commitment. During the Subscription Term, Sky Schedule will not materially decrease the overall security of the Services. Customer’s exclusive remedy for a breach of this Section 12.2 is to terminate under Section 11.4 and receive a refund of prepaid Subscription Fees for the remaining period.

12.3 Customer. Customer confirms that it has all rights, notices, and consents needed for Sky Schedule to process Customer Data under this Agreement, and that its use of the Services will comply with applicable law.

12.4 DISCLAIMER. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, THE SERVICES, AI FEATURES, BETA FEATURES, AND THIRD-PARTY SERVICES AND DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” SKY SCHEDULE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SKY SCHEDULE DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DATA WILL BE ACCURATE OR NEVER LOST, OR THAT THE SERVICES WILL ENSURE REGULATORY COMPLIANCE OR SAFETY OF FLIGHT.

13. Indemnification

13.1 By Customer. Customer will defend Sky Schedule, its Affiliates, and their members, managers, officers, employees, and agents against any third-party claim, demand, suit, or proceeding (including one brought by a student, parent or guardian, instructor, employee, payer, card network, Stripe, or government authority), and will indemnify them for resulting damages, fines, penalties, settlements, costs, and reasonable attorneys’ fees, arising out of or relating to:

1. Customer Data, including Customer’s collection, upload, and use of documents and Personal Data, and any failure to give notice or get consent (including parental consent for Minor Users);
2. Customer’s or its Authorized Users’ use of the Services in breach of this Agreement or applicable law;
3. Customer’s billing, charging, refund, surcharge, and fee practices, including unauthorized charges, undisclosed or unlawful fees, chargebacks, and disputes;
4. messages Customer sends through the Services, including texts and emails;
5. Customer’s flight training, aircraft, maintenance, employment, and other business operations, and its compliance with FAA, TSA, and other regulations; or
6. Customer’s breach of Section 5 or Section 10.

13.2 By Sky Schedule. Sky Schedule will defend Customer against any third-party claim alleging that the Services, as provided by Sky Schedule, infringe that third party’s U.S. patent, copyright, or trademark, or misappropriate its trade secret, and will indemnify Customer for damages finally awarded and settlements Sky Schedule approves. This does not apply to claims arising from Customer Data, Third-Party Services, combinations with items not provided by Sky Schedule, modifications not made by Sky Schedule, or use in breach of this Agreement. If such a claim arises or is likely, Sky Schedule may modify the Services, get a license, or terminate the affected Services and refund prepaid Subscription Fees for the remaining period. This Section 13.2 is Sky Schedule’s entire obligation for infringement claims, and it is subject to Section 14.1.

13.3 Procedure. The indemnified party will:

1. promptly notify the indemnifying party of the claim (a delay relieves the indemnifying party only to the extent it is prejudiced);
2. give the indemnifying party sole control of the defense and settlement; and
3. provide reasonable cooperation at the indemnifying party’s expense.

The indemnifying party may not settle a claim in a way that admits fault by, or imposes obligations on, the indemnified party without its consent. The indemnified party may take part with its own counsel at its own cost.

14. Limitation of Liability

14.1 Cap. EXCEPT FOR EXCLUDED CLAIMS (SECTION 14.3), EACH PARTY’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, WILL NOT EXCEED THE TOTAL SUBSCRIPTION FEES AND PLATFORM FEES PAID TO SKY SCHEDULE BY OR FOR CUSTOMER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE FIRST EVENT GIVING RISE TO LIABILITY. AMOUNTS CUSTOMER COLLECTS FROM ITS PAYERS AND STRIPE’S FEES DO NOT COUNT TOWARD THIS AMOUNT.

14.2 Exclusion of damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, LOST REVENUE, LOSS OF GOODWILL, LOSS OR CORRUPTION OF DATA, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, PERSONAL INJURY OR PROPERTY DAMAGE ARISING FROM AVIATION ACTIVITIES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THEIR POSSIBILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

14.3 Excluded claims. Sections 14.1 and 14.2 do not apply to:

1. Customer’s obligation to pay Fees;
2. Customer’s obligations under Section 13.1;
3. Customer’s breach of Section 5, or its infringement or misappropriation of Sky Schedule’s intellectual property;
4. a party’s breach of Section 10, except that Sky Schedule’s liability for any claim relating to Customer Data or a security incident remains subject to Sections 14.1 and 14.2; or
5. liability that can’t be limited under applicable law, such as for fraud or willful misconduct.

14.4 Basis of the bargain. The parties agree that these limits are a fundamental part of the bargain and are reflected in the Fees.

15. Order of Precedence and Relationship to Other Terms

This Agreement, the Order Form, and the documents incorporated by reference are the entire agreement on this subject. They replace all prior agreements and understandings, including Sky Schedule’s prior Terms of Service dated June 7, 2026 and End-User License Agreement dated May 5, 2026 as applied to Customer. If there is a conflict, the order of precedence is:

1. the Order Form;
2. a signed DPA (for the processing of Personal Data only);
3. this Agreement;
4. the Terms of Service; and
5. the Privacy Policy and other Documentation.

Terms in any Customer purchase order or other Customer document are void.

16. Governing Law and Dispute Resolution

16.1 Governing law. This Agreement is governed by the laws of the State of Michigan, without regard to conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply. The Federal Arbitration Act governs Sections 16.3 through 16.5.

16.2 Informal resolution first. Before starting an arbitration or lawsuit, a party must send the other a written notice describing the dispute and the relief sought (to Sky Schedule at the notice address in Section 17.1). The parties’ senior representatives will try in good faith to resolve it within 60 days. Time limits are paused during that period.

16.3 Binding arbitration. Any dispute arising out of or relating to this Agreement or the Services that isn’t resolved informally will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Oakland County, Michigan. Hearings may be held by video if the arbitrator agrees. The arbitrator may award any individual relief available in court, consistent with this Agreement. Judgment on the award may be entered in any court with jurisdiction. Arbitration proceedings and awards are Confidential Information, except as needed to enforce the award.

16.4 Class-action and jury-trial waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one customer. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. A court, not the arbitrator, decides whether this Section 16.4 is enforceable. If it is found unenforceable for a particular claim, that claim (and only that claim) will be decided in court under Section 16.8.

16.5 Mass filings. If 25 or more similar demands are filed against Sky Schedule by or with the help of the same law firm or coordinated group, they will be administered in batches of up to 100, with one arbitrator per batch.

16.6 Exceptions. Either party may bring an individual action in small-claims court if it qualifies. Sky Schedule may also bring an action in court to collect unpaid Fees.

16.7 Injunctive relief. A breach of Section 5, 8, or 10 may cause irreparable harm for which money damages are inadequate. Either party may seek temporary, preliminary, or permanent injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information. It may do so without posting a bond (to the extent the law allows), and without first completing the informal resolution or arbitration steps.

16.8 Courts. Any matter that is decided in court must be brought only in the state courts located in Oakland County, Michigan, or the U.S. District Court for the Eastern District of Michigan. Each party consents to personal jurisdiction and venue there.

16.9 Time limit for claims. To the extent the law allows, any claim arising out of this Agreement must be brought within one (1) year after the claiming party knew or should have known of it, or it is permanently barred. This does not apply to claims for unpaid Fees or for infringement or misappropriation of intellectual property.

17. General

17.1 Notices. Notices to Sky Schedule must be sent by email to ryan@skyschedule.info. Notices of breach, termination, or a dispute must also be sent by mail or courier to Baumann Systems, LLC d/b/a Sky Schedule, Attn: Legal, 1000 Wyman Drive, Waterford, MI 48328. Notices to Customer may be sent to the email address of Customer’s account owner or the notice contact in the Order Form. General notices may be posted in the Services. Email notices take effect one business day after sending, unless the sender receives a delivery failure.

17.2 Electronic acceptance and records. The parties agree that electronic signatures and click-through acceptance are valid and binding to the same extent as handwritten signatures under the federal E-SIGN Act and Michigan’s Uniform Electronic Transactions Act. Sky Schedule keeps records of acceptance. These may include the accepting individual’s name, email, and user ID, Customer’s name, the version of this Agreement accepted, a timestamp, IP address, and browser or device information. Those records are evidence of acceptance.

17.3 Changes to this Agreement. Sky Schedule may update this Agreement by giving at least 30 days’ notice of material changes by email or in the Services. Updated terms take effect at the start of Customer’s next billing period after the notice period, and Sky Schedule may require Customer to accept them again. If Customer objects, Customer may cancel before the changes take effect. Changes don’t apply to disputes that arose before the change took effect. A signed Order Form may be changed only in a signed writing.

17.4 Assignment. Neither party may assign this Agreement without the other’s prior written consent, except that either party may assign it without consent to an Affiliate or in a merger, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates. Customer may not assign this Agreement to a Competitor without Sky Schedule’s consent.

17.5 Force majeure. Neither party is liable for delays or failures (other than payment obligations) caused by events beyond its reasonable control. These include outages at Stripe, Supabase, Vercel, or other infrastructure providers, internet or power failures, cyberattacks, natural disasters, labor disputes, and government action.

17.6 Independent contractors; no third-party beneficiaries. The parties are independent contractors. This Agreement creates no partnership, joint venture, agency, employment, or fiduciary relationship. There are no third-party beneficiaries, including Customer’s students and staff.

17.7 Export and sanctions. Each party confirms that it is not on any U.S. government restricted-party list. Customer will not allow access to the Services from an embargoed country or in violation of U.S. export laws.

17.8 Severability; waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permitted, and the rest stays in effect. Failure to enforce a provision is not a waiver.

17.9 Counterparts. This Agreement and any Order Form may be signed in counterparts and electronically.

Signature Block (for signed Order Forms)

By signing below, each party agrees to this Sky Schedule Customer Agreement (Version 2026-10-07) and the Order Form in Exhibit A. Customers that accept online do not need to sign.

Exhibit A: Order Form