1. Acceptance and scope

This Agreement governs access to software and marketplace services supplied by Uplift Aero Software Corp. (“Uplift,” “we” or “us”) to the person or entity accepting it (“Customer” or “you”). It applies to operators, brokers and individual retail users. By affirmatively accepting this Agreement when registering, subscribing or placing an order, you agree to its terms. If accepting for an entity, you represent that you have authority to bind it. Individual account holders must be at least 18 and legally capable of contracting.

“Services” includes, to the extent included in your selected subscription, website widgets and Instant Estimate, empty-leg maps and distribution, route alerts, CRM, hot-leg promotions, email and SMS automation, social posting, AirMail AI, inbox processing, quote extraction, AI agents, charter sourcing and introductions, white-label tools, APIs, analytics and related integrations. This description does not promise that every feature is included in every plan or that announced features are currently available.

“Customer Data” means information you submit or that we collect on your behalf through your private account, including contacts, messages, chats, trip details, pricing and business records. “Order” means an accepted order form or online subscription selection identifying your plan, fees, allowances and any special terms. “Applicable Law” means laws applicable to the relevant party, processing or activity.

2. Access, support and availability

Subject to payment and compliance, Uplift grants a non-exclusive, non-transferable right to use the selected Services during the subscription term. Business customers may authorize staff to use their accounts and may use public-facing widgets and tools to serve their clients. These permissions do not authorize resale of platform access.

Uplift will use commercially reasonable efforts to provide support and maintain availability. Support and legal notices may be directed to Support@UpliftAero.co. No response time, resolution time, uptime percentage or uninterrupted availability is guaranteed unless expressly agreed in a signed service-level agreement. Maintenance, security measures and third-party disruptions may affect availability. We will give advance maintenance notice where reasonably practicable.

You are responsible for account credentials, authorized users and promptly reporting suspected unauthorized access. We may update features and integrations, but will provide reasonable notice of a material reduction in paid functionality where practicable.

3. Marketplace and flight services

The marketplace introduces users to operators and brokers and facilitates flight requests, information exchange and quotes. All marketplace account holders, including individual flyers, require the applicable paid subscription unless an Order expressly provides otherwise.

Uplift supplies technology and introductions. Uplift does not operate aircraft, enter into flight contracts for users, accept or process flight payments, or act as a party to the flight transaction. Subscription billing is separate from flight payments. Any flight contract and payment arrangement is made directly between the relevant user and operator or broker outside Uplift’s transaction handling.

Operators and brokers are responsible for their listings, quotes, representations, credentials, required authorizations and their own flight or brokerage services. Users must independently confirm the contracting party, operating carrier, safety credentials, availability, final price, taxes, cancellation provisions and other flight terms. Listings and search matches do not constitute a safety certification, regulatory approval or guarantee by Uplift. Operators must accurately identify themselves; brokers must not misrepresent themselves as the operating carrier.

Submitting a request authorizes us to disclose the information reasonably necessary to selected or matched operators and brokers and to facilitate their responses. Recipients may process that information independently under their own obligations and notices. Estimates, AI summaries and empty-leg listings are indicative and subject to confirmation; empty legs can change or disappear when underlying schedules change. A platform message does not itself create a flight reservation or contract.

Uplift currently charges subscription fees rather than referral or flight transaction commissions. Any future referral or transaction fee applicable to a user must be disclosed, with its trigger and amount or calculation method, and accepted before it applies. Such a change does not itself authorize Uplift to handle flight transactions.

4. Fees, renewal and cancellation

Fees are in U.S. dollars unless an Order expressly states otherwise, exclude applicable taxes, and are billed in advance. Web Tools and Marketplace are separate subscriptions. You authorize recurring charges to your selected subscription payment method. Flight-payment information should not be submitted to Uplift’s messaging or AI tools.

Monthly subscriptions automatically renew for successive monthly billing periods. You may cancel one or both subscriptions by written notice to Support@UpliftAero.co at least 30 days before the effective cancellation date. Cancellation takes effect at the end of the then-current billing period occurring on or after expiry of the 30-day notice period. For example, if a subscription renews on the first of each month and cancellation notice arrives September 20, the notice period ends October 20 and cancellation becomes effective October 31. Access and fees continue until that date. Fees already paid are non-refundable except as expressly stated here, in an Order, or required by law.

If payment remains overdue for 15 days after notice, we may suspend paid Services until payment is received. Continued non-payment may support termination under Section 11.

We may revise plans, prices and allowances without rewriting this Agreement. Changes for existing subscribers require at least 30 days’ electronic notice and take effect at a renewal after that notice period, subject to any fixed commitments in an Order. New charges or capacity upgrades require customer acceptance; we will not automatically buy upgrades for you. Customers may cancel under the cancellation terms before the change becomes effective, subject to non-waivable rights.

5. Usage allowances and upgrades

The accepted Order or plan schedule establishes usage allowances. Unless expressly stated otherwise, allowances are shared across your customer account and are not multiplied by purchasing both subscriptions. The initial schedule appears in Schedule A.

For allowance purposes, one SMS message sent to one recipient counts as one message regardless of its length or the number of carrier segments. A message to multiple recipients counts once for each recipient. This is the customer allowance calculation even if underlying providers charge Uplift by segment. Monthly SMS allowances reset each monthly account usage period shown in the account; unused SMS allowances do not roll over unless an Order says otherwise.

The email-contact allowance is contact capacity, not an email-send allowance. The contact-counting method must be disclosed in the applicable Order or account before enforcement. Unsubscribe and suppression records must remain protected from further marketing regardless of how contacts are counted.

If your allowance is exceeded, we will notify you and give seven calendar days to purchase sufficient additional capacity or reduce usage within the allowance. The affected functionality may continue during that window without an automatic overage charge. If unresolved after the window, we may pause further SMS sends or additional email-contact additions, as applicable, while keeping other Services available. The pause does not permit sending to unsubscribed contacts or override security, legal or provider restrictions. Functionality resumes when sufficient capacity is purchased or the applicable allowance is restored.

API rate controls and reasonable anti-abuse restrictions may apply independently of purchased allowances. We may restrict activity that threatens security or service integrity, with notice where practicable. We do not guarantee delivery of messages or responses to marketplace requests.

6. Customer responsibilities and communications

You are responsible for the accuracy and legality of your data, listings, pricing, instructions and messages, and for obtaining and maintaining permissions, notices and consent required for collection, disclosure, automated communications and the permitted AI uses described here. This includes applicable U.S. email and texting requirements, Canadian anti-spam requirements and provider rules. You must keep appropriate consent evidence, honor opt-outs and not re-add suppressed recipients to marketing lists without a lawful basis.

Uplift will provide applicable unsubscribe and suppression functionality and honor opt-out instructions processed by the Services. Allocating responsibilities to Customer does not remove Uplift’s own legal obligations. We may require evidence of consent or suspend unlawful or non-compliant messaging.

Customer authorizes configured AI agents and workflows to send messages, estimates, quotes and other communications automatically on its behalf without approval of each individual message. Authorization is limited to the enabled functionality and Customer’s instructions; it does not authorize Uplift to execute flight contracts or make flight payments. Customer must review configurations, source data and pricing rules and monitor output. AI output may be incomplete or inaccurate and must be independently verified before reliance on material operational or financial decisions. No sales, bookings or revenue result is guaranteed.

You must not misuse the Services, scrape them without authorization, bypass access controls or limits, upload malicious content, impersonate others, send unlawful communications, unlawfully reverse engineer them, or resell platform access without written permission. Public-facing widgets and permitted business client interactions are not prohibited resale.

7. Data ownership, AI use and client relationships

As between the parties, Customer retains ownership of Customer Data. Uplift retains ownership of its platform, software, documentation, models, workflows and other pre-existing or independently developed technology. Feedback may be used to improve the Services without compensation, but this does not override confidentiality or personal-information restrictions.

Customer grants Uplift the rights necessary to host, process, transmit and display Customer Data to provide and support the Services. Authorized Uplift personnel may review chats and related interactions for support, quality control, security, training and improvement. Subject to Applicable Law, required notices and permissions, and controlling signed agreements, Uplift may use chat content to train, evaluate and improve Uplift’s AI systems, including shared systems used to serve other customers. This use is a required component of the Services rather than an optional contractual feature, except where applicable rights or a signed agreement require otherwise.

Third-party providers may process information to deliver services for Uplift under appropriate restrictions, but may not use Customer chats to train their own independent or general-purpose AI models. Shared training rights do not authorize disclosure of Customer’s confidential records to other customers. Uplift may also use de-identified, aggregated data for analytics and improvements, provided no customer or individual is identified and Uplift does not attempt to re-identify it.

Required contractual AI participation does not waive individual privacy rights, supply permissions a customer lacks, or override restrictions on connected data. Data obtained through third-party integrations may be used only as permitted by Applicable Law, the relevant integration’s terms and the customer’s authorizations. Information subject to incompatible restrictions must be excluded from training.

Uplift will not independently market to, retarget or solicit contacts solely because they appear in a customer’s private CRM or communications. We may contact them as instructed, for support or legally necessary purposes, or where they independently register for the marketplace or separately opt into Uplift communications. Private account data may not be used to bypass this restriction. Marketplace registration does not by itself authorize every form of marketing.

8. Privacy, security and retention

Uplift will maintain appropriate administrative, technical and organizational safeguards and comply with its applicable privacy obligations. The Privacy Policy explains processing, rights and contact procedures; it does not expand contractual data-use permissions. Hosting and service providers may process information across jurisdictions as disclosed in the applicable privacy notice. Uplift will notify affected customers without undue delay after confirming a security incident affecting their Customer Data, provide reasonably available relevant information, and cooperate with applicable notification obligations.

Following termination of the relevant account or service, Uplift will provide a reasonable means of exporting the affected Customer Data for 30 days. This is export access, not continued access to all paid features. Uplift will delete affected Customer Data from active systems within 60 days of termination and expire corresponding backup copies within 90 days of termination. Where another subscription remains active, information reasonably necessary for that continuing subscription may remain until its purposes end.

Limited records may be retained where necessary for legal obligations, billing, disputes, fraud prevention, security, consent and suppression evidence, under purpose-specific retention schedules. These exceptions do not permit indefinite retention of all chats or CRM records. Retained information remains protected and limited to those purposes. Applicable deletion or access requests may require earlier action or specific handling.

Training datasets containing identifiable Customer Data are subject to applicable deletion duties and the foregoing retention commitments. Uplift must not treat trained systems or derived records as exempt from privacy requirements where they retain identifiable information. Truly de-identified aggregate insights and model improvements may be retained where lawful and consistent with confidentiality obligations.

9. Confidentiality and third-party services

Each party will protect the other’s non-public business, technical, pricing, security and customer information with reasonable care and use it only for purposes authorized by this Agreement or a controlling signed agreement. Access is limited to personnel and providers who need it and are subject to appropriate confidentiality obligations. Confidentiality exclusions apply to information lawfully public, already known without restriction, independently developed or lawfully received from another source. Legally compelled disclosure is permitted with advance notice where lawful and reasonable cooperation.

Integrations depend on third-party availability, permissions and terms. Customer authorizes only the access reasonably required for enabled functions and must have the right to connect the relevant account or data. Uplift does not guarantee continuous third-party functionality. Revocation, provider changes or lawful restrictions may disable an integration.

10. Warranties, indemnities and liability

Each party represents it has authority to enter this Agreement. Except for express commitments here or in an Order, Services are provided “as is” and “as available” to the maximum extent permitted by law. Uplift does not warrant that AI output, estimates, listings, matches or third-party information are accurate, complete or fit for a particular decision.

For business customers, Customer will defend and indemnify Uplift against third-party claims arising from Customer Data that infringes rights or Customer’s unlawful use of the Services, and pay finally awarded damages and costs, subject to prompt notice, control of defense and reasonable cooperation. This obligation does not cover claims caused by Uplift’s unauthorized use or misconduct. A settlement imposing admissions or non-monetary duties on Uplift requires its consent.

Uplift will defend Customer against third-party claims that Services as supplied infringe a Canadian or U.S. patent, copyright or trademark, and pay finally awarded damages and reasonable fees, subject to prompt notice, Uplift’s control of defense and reasonable cooperation. Exclusions apply to Customer content, unauthorized modifications, combinations not supplied by Uplift or continued infringing use after notice. Uplift may procure rights, modify the affected Services, or terminate affected functionality with a pro-rata refund of prepaid unused fees. Settlements imposing admissions or non-monetary obligations on Customer require consent.

Except for payment obligations, willful misconduct and liability that cannot lawfully be limited, each party’s aggregate liability arising from this Agreement will not exceed fees paid or payable by Customer for the Services in the three months preceding the event giving rise to liability. To the maximum extent permitted by law, neither party is liable for indirect, special, incidental, consequential, exemplary or punitive damages, or lost profits or revenue. A controlling signed agreement may provide different limits for its subject matter.

Nothing excludes non-waivable consumer protections or remedies. Business-customer indemnities do not apply to an individual acting solely as a consumer unless separately and lawfully agreed.

11. Suspension and termination

We may immediately suspend affected functions for a material security risk, suspected fraud, unlawful activity or material breach where continued access creates risk. We will limit suspension where reasonably practicable, give notice where lawful and appropriate, and restore access when resolved. Routine usage limits follow the seven-day process in Section 5; non-payment follows Section 4.

Either party may terminate for material breach not cured within 30 days after written notice, or insolvency subject to Applicable Law. Uplift may discontinue a Service or terminate for convenience with at least 30 days’ notice and refund prepaid fees for unused service periods following its termination date. Termination ends paid access, subject to export rights in Section 8. Provisions concerning accrued payment, confidentiality, data restrictions, ownership, liability and disputes survive as required by their purpose.

12. Changes, precedence and general terms

Material Agreement changes require at least 30 days’ electronic notice and apply at a renewal after that period unless separately agreed or Applicable Law requires otherwise. We will obtain additional acceptance where required. Changes are not retroactive.

Signed customer-specific NDAs, data-processing agreements and other negotiated agreements control conflicts for the subjects they expressly govern, including training restrictions, confidentiality, security, deletion and related liability. An accepted Order controls specific commercial terms over this Agreement, but does not override a signed NDA or data-processing restriction unless it expressly and validly amends it. This Agreement and applicable Orders otherwise form the agreement for the Services.

Notices must be written. Notices to Uplift go to Support@UpliftAero.co; notices to Customer go to the account contact email. Customer must keep that address current. Neither party may assign without consent except to an affiliate or as part of a merger, reorganization or sale of substantially all relevant assets, with notice and continued applicable obligations.

The parties are independent contractors. No partnership, employment or authority to bind the other party is created. Failure to enforce a term is not waiver. If a term is unenforceable, it is limited to the minimum necessary and remaining terms continue.

The parties will first try in good faith to resolve disputes through their designated contacts. Ontario law and applicable federal Canadian law govern; Ontario courts have exclusive jurisdiction, except where non-waivable consumer law requires otherwise. This Agreement does not deprive an individual of mandatory protections applicable where they reside.