MRO Tracker Customer License Agreement

1. Parties and acceptance

This MRO Tracker Customer License Agreement (the "Agreement") is between Leesburg Aviation LLC, a Virginia limited liability company, 1001 Sycolin Rd, Leesburg, VA 20175 ("Leesburg Aviation", "we", "us"), and the organization named in the Order Form ("Customer", "you").

1. The Agreement takes effect on the earliest of: both parties signing an Order Form; Customer clicking to accept it when starting a trial or subscription; or Customer first using the Service (the "Effective Date").
2. The person accepting confirms they have authority to bind Customer.
3. If Customer has a separately signed agreement with Leesburg Aviation for the Service, that agreement controls where it conflicts with this one.

2. Definitions

• Service means the MRO Tracker web application, its modules and editions, the MRO Tracker mobile apps (Pilot, Mechanic, Admin, Student and FAA), MRO Insight, the partner API, and related documentation, as updated from time to time.
• Order Form means the order form, online sign-up, quote or invoice that names Customer's plan, quantities, fees and term.
• Plan means the package Customer buys, such as Maintenance, Operations, Complete, Workshop, Workshop + Billing, Flight School, Flight School Complete, MRO Tracker Light or Enterprise.
• Licensed Units means what the fees are counted by: aircraft, simulators, users or locations, as stated in the Order Form.
• User means a person Customer authorizes to sign in to the Service. Customers approving estimates, view-only staff, students and auditors are counted as the Plan states.
• Customer Data means all data, records, files, photos and signatures Customer or its Users put into the Service, including aircraft, maintenance, training, flight and billing records.
• Subscription Term means the period Customer has paid for, monthly or annual, including renewals.

3. License grant and use

1. Grant. For the Subscription Term, we grant Customer a non-exclusive, non-transferable right for its Users to access and use the Service for Customer's internal business operations, within the Licensed Units and Plan in the Order Form.
2. Mobile apps. Users may install the MRO Tracker apps on their devices to use the Service. App store terms also apply to the download.
3. Accounts. Each User has their own login. Customer keeps credentials confidential, may require two-step sign-in or single sign-on, and is responsible for what happens under its accounts.
4. Limits. If Customer uses more Licensed Units than it has paid for, we may bill the extra units at the then-current price from the date they were added.
5. Restrictions. Customer will not: (a) resell, sublicense or provide the Service to third parties, other than its own customers using customer-facing features such as estimate approval or the parts store; (b) copy, modify, reverse engineer or build a competing product from the Service; (c) bypass security, rate limits or Plan limits, or test the Service for vulnerabilities without our written consent; (d) upload unlawful content, malware, or data it has no right to use; or (e) use the Service to violate export control or sanctions laws.

4. Customer Data

1. Ownership. Customer owns its Customer Data. Records belong to the organization that owns the aircraft or asset they describe, as set in the Service.
2. Our use. We use Customer Data only to provide, secure, support and improve the Service, and as Customer instructs. We do not sell Customer Data. We may use aggregated data that identifies neither Customer nor any person to improve the Service.
3. Security. We keep administrative, technical and physical safeguards appropriate to the data, including encryption in transit, role-based access, two-step sign-in, audit history and daily backups.
4. Personal data. Each party follows the privacy laws that apply to it. Our handling of personal data is described in the MRO Tracker Privacy Policy at mrotracker.com/privacy.
5. Breach notice. We will tell Customer without undue delay, and within 72 hours, after confirming a security breach that affects its Customer Data.
6. Export. Customer may export its Customer Data (CSV, PDF or SQL) at any time during the Subscription Term and for 30 days after it ends. After that we may delete it, except backups that expire on their normal cycle and copies we must keep by law.

5. Fees and payment

1. Fees. Customer pays the fees in the Order Form, based on the published MRO Tracker price list (mrotracker.com/pricing) unless the Order Form says otherwise. Fees are in US dollars.
2. Billing. Monthly plans are billed in advance by card. Annual plans are billed in advance and include one month free. Invoiced accounts pay within 30 days of the invoice date.
3. Trial. A free trial lasts 14 days unless we agree otherwise. Trial use is as is, with no service levels, and ends unless Customer chooses a paid Plan.
4. One-time services. Guided setup, data migration, records analyst services and Enterprise implementation are billed as stated in the Order Form.
5. Usage charges. Text message alerts are billed at cost. AI document reading above the included 500 pages a month is billed at the published per-page rate.
6. Taxes. Fees exclude sales, use and similar taxes, which Customer pays (other than taxes on our income).
7. Late payment. If payment is more than 15 days late, we may suspend the Service after 10 days' written notice. Customer Data is kept during suspension.
8. Price changes. We change prices at most once a year, with 60 days' notice. Customer keeps its current price until the end of its paid Subscription Term.
9. No refunds. Fees already paid are not refundable, except as stated in Sections 6.4 and 12.

6. Term and termination

1. Term. The Agreement runs from the Effective Date until every Subscription Term has ended.
2. Renewal. Monthly plans renew each month and annual plans each year, at the then-current price, unless either party cancels before the renewal date. Enterprise terms are set in the Order Form.
3. Cancellation. Customer may cancel at any time in the Service or by email to billing@mrotracker.com. Cancellation takes effect at the end of the current paid period.
4. Termination for breach. Either party may terminate if the other materially breaches the Agreement and does not fix it within 30 days of written notice. If Customer terminates for our breach, we refund prepaid fees for the unused part of the term.
5. Insolvency. Either party may terminate if the other becomes insolvent or stops doing business.
6. Effect. When the Agreement ends, Customer's access ends, Section 4.6 export rights apply, and unpaid fees become due. Sections 4, 5 (unpaid fees), 10, 11, 12, 13 and 14 continue.

7. Service levels and support

1. Availability. On annual and Enterprise plans, the Service will be available 99.5% of each calendar month, excluding scheduled maintenance announced at least 48 hours ahead and events outside our reasonable control.
2. Service credit. If we miss that target in a month, Customer may claim a credit of 5% of that month's fees for each full 0.5% below 99.5%, up to 25%, by asking within 30 days. Credits are Customer's sole remedy for missed availability.
3. Support. Business-hours support (Monday to Friday, 8:00 to 18:00 US Eastern, excluding US federal holidays) is included by email at support@mrotracker.com and by phone at 703.415.4545. 24/7 support is available as an add-on.
4. Updates. All product updates are included. We may change features, but will not materially reduce the core functions of Customer's Plan during a paid Subscription Term.
5. Offline use. The mobile apps keep some changes on the device until a connection returns. Customer is responsible for syncing devices before relying on records shown elsewhere.

8. Aviation records and regulatory responsibility

1. Customer stays responsible. MRO Tracker is a recordkeeping and planning tool. Customer and its certificated personnel remain solely responsible for airworthiness, return-to-service decisions, maintenance and inspection programs, flight release and dispatch, pilot and instructor qualifications, and compliance with 14 CFR (including Parts 43, 61, 91, 135, 141 and 145) and any other rules that apply.
2. Check before relying. Due dates, AD and service bulletin matches, life limits, weight and balance, performance figures, FRAT scores, booking checks and AI-read or imported data are aids. Customer must verify them against the source documents before acting on them.
3. Electronic signatures. Customer decides whether to use electronic signatures and records, and is responsible for its procedures meeting FAA guidance (including AC 43-9D and AC 120-78B) and any approval its certificate or program requires. Each signer signs with their own login and PIN; Customer controls who may sign.
4. Records retention. Customer keeps its records for the periods the regulations require, including by exporting them before the Agreement ends.
5. No regulatory approval. Use of the Service is not an FAA or other authority approval, and we do not act as Customer's repair station, operator, instructor or records custodian.

9. Third-party services

1. Some features connect to services Customer chooses to use, such as QuickBooks, Stripe, ForeFlight, CAMP, Flight Schedule Pro, Flight Circle, Flightradar24, Expensify, Concur, Brex, Okta, Microsoft Entra ID or Google Workspace.
2. Customer's use of those services is under its own agreements with their providers. We are not responsible for their availability, accuracy or changes, and a provider may change or end a connection.
3. Payments. Invoice payments and parts-store orders are processed by Stripe and paid straight to Customer's own Stripe account. Customer is the seller of record for its parts store: it sets prices, taxes, shipping and terms of sale, and handles orders, returns and refunds with its buyers.
4. By connecting a service, Customer authorizes us to exchange Customer Data with it as needed for that connection.

10. Intellectual property

1. Leesburg Aviation owns the Service, its software, designs, documentation and the MRO Tracker name and logos. No rights are granted except those stated in the Agreement.
2. Customer may give suggestions or feedback. We may use it freely, without obligation, and it does not include Customer Data.
3. Work we build specifically for Customer is owned as the Order Form or a separate statement of work states; otherwise it becomes part of the Service.

11. Confidentiality

1. Each party keeps the other's non-public business, technical and pricing information confidential, uses it only for the Agreement, and shares it only with staff and advisers who need it and are bound to keep it confidential.
2. This does not cover information that is public through no fault of the receiver, already known to it, independently developed, or lawfully received from someone else.
3. A party may disclose information when the law or a regulator (including the FAA) requires it, with prompt notice to the other party where allowed.
4. These duties last for the term and 3 years after it ends, and for Customer Data for as long as we hold it.

12. Warranties and disclaimers

1. Our warranty. During a paid Subscription Term the Service will perform materially as described in its documentation. If it does not and we cannot fix it within 30 days of Customer's notice, Customer may end the affected subscription and receive a refund of prepaid fees for the unused part of the term. This is Customer's sole remedy for breach of this warranty.
2. Mutual. Each party has the authority to enter into the Agreement.
3. Disclaimer. Except as stated in this Section, the Service is provided "as is". To the extent the law allows, we disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose and non-infringement. We do not warrant that the Service will be error-free or uninterrupted, or that calculations, AI results, imported data or third-party data are accurate.

13. Liability and indemnities

1. Cap. Each party's total liability under the Agreement is limited to the fees Customer paid or owed in the 12 months before the event giving rise to the claim.
2. Excluded damages. Neither party is liable for indirect, incidental, special or consequential damages, lost profits or revenue, loss of use, aircraft downtime or AOG costs, or the cost of substitute services, even if told they were possible.
3. Exceptions. The cap and exclusions do not apply to Customer's payment obligations, either party's indemnity duties, breach of Section 11, or a party's fraud, gross negligence or willful misconduct.
4. Our indemnity. We will defend Customer against third-party claims that the Service infringes their intellectual property, and pay resulting damages and agreed settlements. If needed we may modify the Service, get a license, or end the subscription and refund unused prepaid fees. This does not cover claims caused by Customer Data, third-party services, or use outside the Agreement.
5. Customer's indemnity. Customer will defend us against third-party claims arising from Customer Data, Customer's operation and maintenance of aircraft, training, flights, parts sales, or use of the Service in breach of the Agreement.
6. Process. The party seeking defense gives prompt notice, reasonable help and control of the defense; no settlement admitting fault of the defended party without its consent.

14. General terms

1. Governing law. The laws of the Commonwealth of Virginia govern the Agreement, without regard to conflict-of-laws rules. The state and federal courts in Loudoun County, Virginia have exclusive jurisdiction.
2. Notices. Notices go in writing to the addresses in the Order Form; email counts. Notices to us: contact@mrotracker.com, with a copy to Leesburg Aviation LLC, 1001 Sycolin Rd, Leesburg, VA 20175.
3. Assignment. Neither party may assign the Agreement without the other's consent, except to a successor in a merger or sale of substantially all of its business or assets, with notice.
4. Force majeure. Neither party is liable for delays caused by events outside its reasonable control, other than payment obligations.
5. Government customers. The Service is commercial computer software. Government rights are only those in the Agreement (FAR 12.212 and DFARS 227.7202).
6. Publicity. We may name Customer as a customer only with its written consent.
7. Changes to these terms. We may update this Agreement with 30 days' notice; changes apply from Customer's next renewal. An Order Form can be changed only in writing signed by both parties.
8. Entire agreement. The Agreement and its Order Forms are the whole agreement on the Service and replace earlier proposals. Order Form terms control over this Agreement. Customer purchase order terms do not apply.
9. Other. If a term is unenforceable, the rest continues. A waiver must be in writing. The parties are independent contractors. Electronic signatures and click acceptance are binding, and the Agreement may be signed in counterparts.