Subscription Services Agreement

SUBSCRIPTION SERVICES AGREEMENT: VERYON DIAGNOSTICS GUIDED TROUBLESHOOTING

By purchasing or using the services and subscription software (together, the “Service”) provided by Veryon, Inc. (“Veryon”) you agree to the terms of this Subscription Agreement (“Agreement”). The Service is intended for operators of aircraft, their affiliates, or any entity intended to be covered under this agreement (the “Subscriber”) and the users of, or designated by, the Subscribers (the “Authorized Users”). The Service is specifically designed to provide the Subscriber with online access to its Diagnostic Databases (“DDBs”), to provide troubleshooting guidance by comparing exhibited symptoms to descriptions of failure modes contained in the DDBs. Veryon is in no way responsible for the performance of any maintenance, or any operational decisions. The Subscriber understands that the Service provided by Veryon is solely a tool, does not constitute recommendation of any particular action or inaction or purport to indicate an appropriate solution for any given problem or fault, and is not a substitute for any obligations Subscriber, including Authorized Users, has to monitor, review, and maintain the applicable aircraft(s) and its records in accordance with all requirements of the manufacturer and regulatory authorities.

Description and Use of Service: Veryon will provide the Subscriber’s Authorized Users with a non-exclusive, non-assignable, worldwide right to access and use the Service solely for its internal business operations subject to the terms of this Agreement and for up to the number of users or aircraft set forth in the Order Form (or similar agreement). Subscriber’s Authorized Users will be required to accept the End User License Agreement upon initial use and periodically. The Service will use Veryon’s Guided Troubleshooting software to provide troubleshooting guidance through the Guided Troubleshooting web-based and mobile application. Guided Troubleshooting compares exhibited symptoms (in the form of problem descriptions, test results, and observations elicited from the technician) to descriptions of failure modes (“solutions”) contained in the DDB. On an ongoing basis, the DDBs will be updated with new or modified troubleshooting guidance, based on field experience gathered by usage of the Service, and OEM technical information updates. The DDB reflects generic troubleshooting guidance verified by the OEM.

Confidentiality and Data: “Confidential Information” means all non-public information of a competitively sensitive nature concerning the disclosing Party, trade secrets, and any other non-public information. Confidential Information shall include Subscriber Data, unless such data is otherwise available through a public source. Confidential Information does not include information that is or subsequently may come within the knowledge of the public generally through no fault of the receiving party, information that can be shown was previously known to it as a matter of record at the time of receipt, information that may be subsequently obtained lawfully from a third party who has lawfully obtained the information free of any confidentiality obligations, or information that may subsequently be independently developed.  The Parties shall use commercially reasonable care and attention, to at least the same degree as it uses to protect its own confidential information, to keep and maintain Confidential Information in strict confidence and prevent their disclosure to any third parties, other than as may be required under a court order, or other legitimate judicial directive.

Subscriber is responsible for regularly providing its data (“Subscriber Data”) to Veryon as required for each Service subscribed to by Subscriber.  Subscriber is also responsible for the accuracy, quality, and legality of the Subscriber Data, the means by which Subscriber acquired Subscriber Data, and Subscriber’s use of Subscriber Data with the Service.

Rates and Methods of Payment: Use of the Service or acceptance of the Order Form or similar agreement by digital or paper signature is an acceptance of this Agreement and the pricing provided in the Order Form (or similar agreement). Veryon reserves the right to increase pricing annually by invoice upon 45-day notice prior to renewal. For subscription renewals, payment is due prior to renewal date. Service may be suspended until payment is received. Subscriber shall be responsible for payment of any and all taxes, fees or other duties imposed by a governmental or similar authority in connection with the use of the Service (i.e. sales tax, import, usage, consumption or goods and services tax, etc., as applicable).  While Veryon may charge, collect, and remit certain taxes to local or national taxing authorities, Subscriber agrees and acknowledges that it, and not Veryon, is ultimately liable for any and all amount of such taxes, fees, or other duties.

Term of Agreement: For subscription services, this Agreement will automatically renew unless either party gives a thirty (30) day written notice cancelling this Agreement. Any use of the Service or data after the end of the Term will constitute a renewal of a full year (12 month) subscription, regardless of any prior cancellation notices. All notices must be sent to Veryon at billing@veryon.com. No refunds will be given for early cancellation. Subscriber information may be printed in report format for Subscriber convenience as a standard function for transfer or other use any time prior to termination.

End User License Agreement Acceptance: End User License Agreement acceptance is required prior to first use of the Service.

Limitation of Remedies and Liability: For purposes of this Agreement, “Veryon” includes its owners, shareholders, employees, subsidiaries, former subsidiaries, agents, subcontractors, affiliates, third-party data providers and suppliers. Veryon is not responsible for the accuracy or quality of the Subscriber Data. Any errors, omissions, and/or changes made to any data on Veryon is the sole responsibility of the Subscriber. The Subscriber is responsible for confirming the accuracy of information included or accessed with the Service on the applicable aircraft (s) or circumstance before use. To the fullest extent permitted by law, Subscriber, itself and on behalf of its designee(s), expressly waives all representations, warranties or statements by Veryon not specifically set forth in this Agreement including, without limitation, implied warranties, and is ultimately responsible.

Veryon shall not have liability arising from or related to Subscriber’s use of the Service, and Subscriber agrees to hold harmless, defend and indemnify Veryon from any and all claims, actions, penalties, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, which arise out of or are alleged to have arisen out of, or as a consequence from, the utilization of an electronic signature, or the Service.

Veryon will notify its clients in advance of planned network upgrades or system maintenance that may affect access scheduled to be 24/7/365. Veryon shall not be liable or deemed to be in default of this Agreement for any data, delay, non-performance, or interruption of the service so long as Veryon uses customary business tools and reasonable procedures to operate the Service, protect Subscriber information, and restore access.

Veryon will defend and indemnify Subscriber from any claims, actions, penalties, liabilities, costs and expenses, including reasonable attorneys' fees and expenses, which relate to the defense against a third-party claim that the software used to provide the Service infringes or violates the intellectual property right of such third party. The above indemnification excludes claims of misuse by Subscriber of third-party optional acceptance services presented on the Service or intellectual property claims related to these services.

Excluding gross negligence or malicious intent relating to personally identifying information or Subscriber entered information, or the obligations of intellectual property indemnification above, the Limit of Liability for all services or information provided by or through Veryon is the amount paid to Veryon for the Subscription by Subscriber for the prior twelve (12) month period. In no event will either Party have any liability for any lost profits, revenues, goodwill, or indirect, special, incidental, consequential, cover, business interruption or punitive damages. This clause shall survive the termination of this Agreement.

Integration: This Agreement, together with the EULA, and Veryon’s policies published from time to time on Veryon’s Websites and which are binding on Subscriber, constitute the entire agreement between the parties with respect to the Veryon Licensed Services, and supersede all proposals, representations, claims and communications, written and oral, and any conflicting or additional terms contained in any purchase order or elsewhere, all of which terms are excluded.  This Agreement shall not be varied, supplemented, qualified or interpreted by any prior course of dealing between the parties or by any course of dealing or usage of trade.

Governing Law and Dispute Resolution: This Agreement shall be governed and construed in accordance with the laws of the State of Delaware and any litigation proceedings relating to this Agreement shall only be determined judicially in the Delaware Court of Chancery or by arbitration within the state of Delaware. Veryon, may request arbitration proceedings between the parties. In the event that Veryon elects arbitration proceedings, the parties agree to proceed to arbitration, each to pay one-half of the expenses of such arbitration. The prevailing party shall be entitled to its costs in such arbitration. Should any collection proceedings, litigation, arbitration, or actions to compel arbitration, including appellate proceedings, be instituted between the parties, the prevailing party in such litigation, shall be entitled, in addition to such relief as may be granted, a reasonable sum as and for its attorney fees in such litigation which shall be determined by the Court in such litigation or in separate action brought for that purpose. THE PARTIES EACH HEREBY WAIVE ALL RIGHTS TO A TRIAL BY JURY OF ALL DISPUTES RELATED TO THE PARTIES.

Proprietary System: Subscriber agrees not to sell, trade, or transfer access to the Service or any third-party information presented on the Veryon Service. Subscriber agrees not to share any information about the Veryon system with any competitors or potential competitors of Veryon without the express written permission of Veryon management at the email above. Veryon may analyze, summarize, and synthesize Subscriber data and information, identify failure modes from Subscriber Data, conduct independent investigations on failure modes, and independently develop and commercialize solutions for generic equipment failure modes, so long as no Subscriber confidential data or information is included or used, or revealed to a third party. Otherwise, nothing in this Agreement conveys, grants, or allows either party to convey or grant a license to any patent, trademark, or other intellectual property rights.

Assignment: Neither party shall be entitled to assign or transfer this Agreement, or any part of its rights or obligations hereunder, without the other Party’s prior written consent, which shall not be reasonably withheld or delayed, provided, however, that either Party shall be entitled to assign or transfer this Agreement to (a) any of its Affiliates; (b) to any direct or indirect acquirer of all or substantially all of its assets or any direct or indirect acquirer of a majority issued and outstanding voting securities, whether by way of take overbid, amalgamation, arrangement, merger or otherwise (hereinafter referred to as the “Acquirer”); and (c) transfer or sale of all or substantially all of the assets or business of such Party relating to the product(s) to which this Agreement relates without the consent of the other Party.

Non-Transferable License: Subscriber agrees not to sell, trade or transfer access to the Service or any third-party information presented on the Veryon Service. For the avoidance of doubt, Subscriber shall not transfer any license or access to the Service upon the sale, trade, or other transfer of its aircraft to another individual or entity unless approved by Veryon.  Subscriber agrees not to share any information about the Veryon system with any competitors or potential competitors of Veryon without the express written permission of Veryon management at the email above.