Flight Blue

PLEASE READ THESE TERMS OF SERVICE CAREFULLY

THIS MASTER SERVICES AGREEMENT, including any and all Exhibits, Statements of Work, or Project Proposals hereto (collectively, this "MSA" or "Agreement"), is entered into between Flight Blue ("Flight Blue" or the "Company"); and the client as defined in the Statement of Work or Project Proposal (the "Client" or "Customer").

WITNESSETH

WHEREAS, Customer desires to purchase from Flight Blue, and Flight Blue has agreed to provide to Customer, certain services pursuant to the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the premises and mutual promises contained herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions

Capitalized terms and phrases used in this Agreement shall have the following meanings:

"Affiliate" shall mean, with respect to a Party, an entity that directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Party. For purposes hereof, "control" shall mean (i) fifty percent (50%) or more ownership or beneficial interest of income and capital of such entity, (ii) ownership of at least fifty percent (50%) of the voting power or voting equity, or (iii) the ability to otherwise direct or share management policies of such entity by contract or otherwise.

"Agreement" shall mean this Master Services Agreement, as the same may be amended, modified or supplemented from time to time in accordance with the terms hereof.

"Confidential Information" shall have the meaning set forth in Section 7 herein.

"Customer" shall mean the client as defined in the Statement of Work or Project Proposal and its successors and permitted assignees.

"Customer Specifications" shall mean all technical data, requirements, and specifications of Customer that Customer furnishes to Flight Blue concerning the Services.

"Deliverables" shall mean all tangible embodiments or results of the Services and any and all other deliverables set forth in an applicable Statement of Work or Project Proposal.

"Due Date" shall mean, with respect to any Flight Blue invoice to Customer hereunder, the date that is thirty (30) days from the invoice date.

"Effective Date" shall mean the date this Agreement binds the Parties to its terms, which date is set forth in the Statement of Work or Project Proposal executed under this Agreement.

"Parties" shall mean Flight Blue and Customer, collectively.

"Party" shall mean Flight Blue or Customer, as appropriate.

"Products" shall mean all software programs, database software, hardware, facilities, products or equipment used in connection with the Services.

"Project Proposal" or "Statement of Work" (SOW) shall describe the services to be provided to the Customer, and include the price, and terms and conditions applicable to such services. Project Proposals and Statements of Work shall be attached to this Agreement, as the same may be amended, modified or supplemented from time to time, in accordance with the terms hereof, and incorporated herein by this reference.

"Services" shall mean the services identified and described in a Statement of Work or Project Proposal, including but not limited to website development, cloud infrastructure setup and management, performance optimization, technical consulting, and related technology services.

"Taxes" shall mean any and all sales, value added, excise, franchise, property, gross receipts, license, privilege and other taxes, charges, surcharges, levies, duties, fees or impositions (other than late fees or penalties), whether foreign, federal, state, local or otherwise, that are imposed on the Services.

2. Scope of Services

Flight Blue agrees to provide the Services to Customer in accordance with the terms and conditions set forth in this Agreement and the applicable Statement of Work or Project Proposal. Services may include, but are not limited to:

• Website development, design, and deployment
• Cloud infrastructure setup, configuration, and management
• Performance optimization, monitoring, and maintenance
• Technical consulting, architecture design, and implementation
• Integration with third-party services and APIs
• Security hardening and compliance assistance

All Services shall be performed in a professional and workmanlike manner consistent with industry standards.

3. Payment Terms

Customer agrees to pay Flight Blue for Services rendered according to the terms specified in each Statement of Work or Project Proposal. Unless otherwise specified:

• All invoices are due and payable within thirty (30) days from the invoice date
• Late payments may incur interest charges at the rate of one and one-half percent (1.5%) per month, or the maximum rate allowed by law, whichever is less
• All fees are non-refundable unless otherwise agreed in writing
• Customer shall pay all Taxes imposed on the Services, excluding taxes based on Flight Blue's income
• Customer shall reimburse Flight Blue for any reasonable out-of-pocket expenses incurred in connection with the Services, as pre-approved in writing

If Customer fails to pay any amount when due, Flight Blue may, in addition to all other remedies available at law or in equity, suspend performance of Services until such payment is received.

4. Intellectual Property Rights

(A) Deliverables

Upon full payment for the Services, Flight Blue hereby grants Customer a non-exclusive, perpetual, worldwide license to use, modify, and distribute the Deliverables created specifically for Customer under this Agreement. Customer acknowledges that this license does not include the right to resell, sublicense, or otherwise commercialize the Deliverables as standalone products or services.

(B) Flight Blue Proprietary Rights

Flight Blue retains all right, title, and interest in and to:

• Proprietary tools, frameworks, methodologies, and technologies developed by Flight Blue
• Pre-existing code, libraries, and intellectual property owned by Flight Blue
• General knowledge, skills, and expertise developed or utilized during service provision
• Modifications or enhancements to Flight Blue's proprietary tools made in connection with the Services

(C) Customer Proprietary Rights

Customer retains all right, title, and interest in and to Customer's pre-existing intellectual property, Customer Specifications, and any data or content provided by Customer.

5. Warranties and Disclaimers

(A) Service Warranties

Flight Blue warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Flight Blue has the right to enter into this Agreement and perform the Services
• Services will not infringe upon or misappropriate any third-party intellectual property rights

(B) Disclaimer of Warranties

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 5, Flight Blue MAKES NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES of MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. Flight Blue does not warrant that:

• Services will be uninterrupted, error-free, or completely secure
• Third-party services, APIs, or platforms will be available or compatible
• Results will meet Customer's specific requirements beyond what is explicitly stated in the Statement of Work or Project Proposal

6. Limitation of Liability

EXCEPT FOR LIABILITY ARISING FROM BREACH OF SECTION 7 (CONFIDENTIALITY) OR SECTION 11 (INDEMNIFICATION), IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF USE, OR BUSINESS INTERRUPTION, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY ARISING FROM BREACH OF SECTION 7 (CONFIDENTIALITY) OR SECTION 11 (INDEMNIFICATION), EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO Flight Blue FOR THE SPECIFIC SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

7. Confidentiality

(A) Definition

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party"), whether orally, in writing, or in any other form, including but not limited to technical data, know-how, business plans, customer lists, pricing information, software code, and specifications.

(B) Obligations

The Receiving Party agrees to:

• Hold and maintain all Confidential Information in strict confidence
• Not disclose Confidential Information to any third party without the Disclosing Party's prior written consent
• Use Confidential Information solely for the purpose of performing or receiving Services under this Agreement
• Take reasonable precautions to protect the confidentiality of Confidential Information

(C) Exceptions

The obligations set forth in this Section 7 shall not apply to information that:

• Was known to the Receiving Party prior to disclosure
• Is or becomes publicly available through no breach of this Agreement
• Is rightfully received from a third party without breach of any confidentiality obligation
• Is independently developed by the Receiving Party without use of or reference to the Confidential Information
• Must be disclosed pursuant to a court order or applicable law, provided the Receiving Party gives the Disclosing Party reasonable prior notice

This obligation of confidentiality shall survive termination of this Agreement.

8. Term and Termination

(A) Term

This Agreement shall commence on the Effective Date and shall continue in effect until terminated in accordance with the provisions hereof, unless earlier terminated as set forth below.

(B) Termination for Convenience

Either Party may terminate this Agreement at any time by providing thirty (30) days prior written notice to the other Party.

(C) Termination for Cause

Either Party may terminate this Agreement immediately upon written notice if the other Party:

• Breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof
• Becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors
• Ceases to conduct business in the ordinary course

(D) Effect of Termination

Upon termination of this Agreement, Customer shall remain responsible for payment of all Services rendered and expenses incurred up to the termination date. Sections 4, 5, 6, 7, 9, 10, 11, and 17 shall survive termination of this Agreement.

9. Indemnification

(A) By Flight Blue

Flight Blue shall indemnify, defend, and hold harmless Customer and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Flight Blue's breach of any warranty or representation set forth in this Agreement
• Any claim that the Services or Deliverables infringe upon or misappropriate any third-party intellectual property rights
• Flight Blue's gross negligence or willful misconduct

(B) By Customer

Customer shall indemnify, defend, and hold harmless Flight Blue and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Customer's use of the Services or Deliverables in violation of this Agreement or applicable law
• Any claim that Customer Specifications or Customer's use of Services infringes upon or misappropriates any third-party intellectual property rights
• Customer's gross negligence or willful misconduct

(C) Procedures

The indemnified Party shall promptly notify the indemnifying Party in writing of any claim subject to indemnification hereunder. The indemnifying Party shall have the right to control the defense and settlement of any such claim, provided that the indemnifying Party may not settle any claim in a manner that adversely affects the indemnified Party's rights without the indemnified Party's prior written consent.

10. Dispute Resolution

The Parties desire to resolve disputes arising out of this Agreement without litigation. Accordingly, except for actions seeking temporary restraining orders or other equitable relief, a Party shall notify the other Party in writing of any dispute or claim arising hereunder, specifying in detail the subject of the claim or dispute and identifying its knowledgeable and responsible representative for resolving such dispute. The other Party will, within five (5) business days following its receipt of such request, appoint a knowledgeable and responsible representative for resolving such dispute.

The Parties' appointed representatives shall meet in person or via conference call and negotiate in good faith to resolve the dispute or claim. If the processes described above do not resolve the claim or dispute within thirty (30) business days after delivery of the initial written request, either Party may seek any and all remedies available at law or in equity.

11. Force Majeure

If either Party's performance of this Agreement or any obligation hereunder is prevented, restricted, or interfered with by causes beyond its reasonable control, including but not limited to acts of God, fire, explosion, vandalism, storm or other similar occurrence, any law, order, regulation, direction, action or request of any governmental authority, national emergency, insurrection, riot, war, strike, lockout or work stoppage or other labor difficulties, or supplier failure, shortage, breach or delay, then such Party shall be excused from such performance on a day-to-day basis to the extent of such restriction or interference.

12. Assignment

Neither Party shall assign, sell, or transfer this Agreement or any of its rights and obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other Party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, either Party may assign this Agreement in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided that the assignee agrees in writing to be bound by the terms and conditions of this Agreement.

13. Notices

All notices, consents, requests, approvals and other communications provided for in this Agreement shall be in writing and delivered to the address identified in the Statement of Work or Project Proposal, or to such other address as a Party may, from time to time, designate in writing. Such written notice will be considered given: (i) when delivered by email with confirmation of receipt, so long as duplicate notification is sent via regular U.S. Mail or overnight delivery within a reasonable time thereafter; (ii) when delivered in person; (iii) when deposited in registered or certified U.S. Mail, return receipt requested, postage prepaid; or (iv) when delivered to an overnight courier service.

14. Publicity

Neither Party will issue any publicity materials or press releases that refer to the other Party or its Affiliates, or use any trade name, trademark, service mark or logo of the other Party or its Affiliates in any advertising, promotions or otherwise, without the other Party's prior written consent.

15. Governing Law, Jurisdiction and Venue

This Agreement shall be governed by and construed in accordance with the laws of the State in which Flight Blue maintains its principal place of business, without giving effect to any choice of law or conflict of law provision or rule. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in such jurisdiction, and the Parties hereby consent to the personal jurisdiction and venue therein.

16. Entire Agreement and Modification

This Agreement, together with the Statement of Work or Project Proposal executed pursuant to this Agreement, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous proposals, agreements or understandings (oral or written) between the Parties relating to the subject matter of this Agreement. No modification, amendment, or supplement to this Agreement shall be effective or binding unless it is made in writing and duly executed by both Parties.

17. Miscellaneous

(A) No Waiver

No term or condition of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the Party claimed to have waived or consented. A consent to or waiver of a breach or default by either Party shall not constitute a consent to or waiver of any different or subsequent breach or default.

(B) Severability

If any term or provision of this Agreement, or the application thereof to any person or circumstance, shall be declared invalid or unenforceable by any court or governmental agency of competent jurisdiction, the remainder of this Agreement, or the application of such provision to persons or circumstances other than those to which it is invalid or unenforceable, shall not be affected thereby, and each provision of this Agreement shall be valid and enforceable to the extent permitted by law.

(C) No Third Party Beneficiaries

The representations, warranties, covenants and agreements of the Parties set forth in this Agreement are not intended for, nor shall they be for the benefit of or enforceable by, any third party or person not a Party hereto.

(D) No Agency

The Parties acknowledge and agree that the relationship arising from this Agreement is one of independent contractor and does not constitute an agency, joint venture, partnership, employee relationship or franchise. Neither Party shall have the authority to bind the other Party by contract or otherwise or to make any representations, warranties or guarantees on behalf of the other Party.

(E) Survival

The terms and provisions contained in this Agreement that by their sense and context are intended to survive the performance, termination or expiration of this Agreement (including, without limitation, Sections 4, 5, 6, 7, 9, and 11) shall so survive. The Parties agree that the termination of this Agreement, for any reason, shall not affect or terminate any obligation or liability incurred or assumed by either Party before the effective date of such termination.