Terms of Service

This Agreement governs the delivery of services by Flyertap, a Nevada-based company with headquarters in Las Vegas, NV (“Flyertap” or “Service Provider”), to the Client (“You” or “Client”). These Terms and Conditions, together with any applicable Statement of Work (“SOW”) or Project Plan (if applicable), constitute a legally binding agreement effective on the commencement date as defined in Section 2. Flyertap provides marketing and offline products (“Services”) as further detailed herein. Flyertap and the Client may be referred to individually as a “Party” or collectively as “Parties.”

Purpose Statement

This Agreement outlines the terms under which Flyertap provides marketing and offline services to its Clients, ensuring mutual understanding and compliance.

Acceptance of Terms

By accepting any Statement of Work (SOW) included under this Agreement, the Client confirms that it has read, understood, and agreed to the terms and conditions outlined herein.

Recitals

WHEREAS, Flyertap specializes in providing offline marketing and related services to businesses; and
WHEREAS, the Client desires to engage Flyertap for the provision of certain services, some or all of which are detailed below;
NOW, THEREFORE, in consideration of the mutual promises and covenants set forth herein, the Parties agree as follows:

Services Provided

Flyertap agrees to provide some or all of the following services (collectively referred to as the “Services”) in accordance with this Agreement, any applicable SOW, and/or Project Plan:

1. Campaign Services: Includes the creation of printed marketing materials, branded apparel, and the provision of other related services for offline client acquisition campaigns.
2. Distribution Services: Involves the dissemination of printed marketing materials to targeted locations or audiences.
3. Application Services: Defined in subsequent sections, these include technological tools or platforms related to the Campaign and Distribution Services.

1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

• Affiliate: Any entity that is directly or indirectly controlled by, under the control of, or shares common control with Flyertap. “Control” refers to the direct or indirect ownership of more than 50% of the voting rights of Flyertap.
• Agreement: This document, including any applicable SOW, Project Plan, appendices, and annexes.
• Application(s): Refers to the Flyertap website, widgets, or applications accessible via mobile or web devices.
• Base Intellectual Property: The totality of intellectual property owned, created, or used by the Client.
• Business Day: Any weekday other than a day declared a holiday under the Flyertap holiday schedule.
• Campaign: An instance of Campaign Services as detailed in an SOW.
• Client: The business or individual identified in the SOW as the Client.
• Commencement Date: The start date as defined in Section 2 or the applicable SOW.
• Confidential Information: As defined in Section 8.
• Contract Material: All materials and deliverables provided by Flyertap to the Client or developed by Flyertap during the provision of Services, regardless of when they were created.
• CPI: Refers to the Consumer Price Index in the United States, as published by the U.S. Bureau of Labor Statistics.
• Fees: The amounts payable by the Client to Flyertap for Services, as described in an SOW, including additional charges or disbursements.
• Force Majeure: Circumstances beyond a party’s control preventing timely performance under this Agreement.
• Intellectual Property Rights: All current or future legal rights worldwide associated with inventions, know-how, copyrights, trade secrets, patents, trademarks, and other proprietary information.
• Milestone Dates: Specific target dates for completing tasks.
• Mission: An instance of Distribution Services provided to the Client.
• Products: Any items provided by Flyertap to the Client, as described in an SOW or otherwise.
• Project Plan: A document, if required by an SOW, outlining the materials, services, and personnel contributions from each party.
• Statement of Work (SOW): A written document detailing the scope of work, including Services and Products to be provided.
• Services: Any services described in an SOW, including Campaign Services, Distribution Services, and Application Services.
• Taxes: Any applicable taxes, duties, or charges (excluding Flyertap’s income tax) imposed on the Services under an SOW.
• Third-Party Material: Material owned by a third party and incorporated into the Contract Material.
• Flyertap Material: Material created by Flyertap during operations before the commencement of this Agreement, as defined in Section 14.

1.2 Interpretation

• Singular terms include the plural and vice versa.
• Terms such as “including” are not words of limitation.
• Variants of terms or expressions with specific meanings retain consistent interpretations.
• Actions required on a non-Business Day are to be performed on the next Business Day.
• Headings are for reference only and do not affect the interpretation of this Agreement.
• Monetary amounts are in U.S. dollars unless otherwise specified.
• “In writing” includes communications via email, fax, or other readable forms.

1.3 Priority Order

In the event of a conflict between documents, the order of precedence is:

1. The SOW;
2. The Project Plan (if applicable); and
3. The main body of this Agreement.

2. COMMENCEMENT DATE

2.1 Acceptance of the Statement of Work (SOW)

The Commencement Date shall be the later of:

1. The date specified in the Contract Information above; or
2. The date the Client signs the SOW, communicates acceptance of the SOW, or otherwise agrees to the Services and/or Products provided by Flyertap.

3. PROJECT PLANNING
3.1 Project Plan Development
(a) If the SOW requires a Project Plan, both parties must finalize and approve the Project Plan before Services commence.
(b) The Client agrees to pay Flyertap for the development of the Project Plan, as outlined in the SOW or as mutually agreed upon in writing.

3.2 Project Plan Content
The Project Plan will include:
(i) Responsibilities and resources to be provided by each party for the successful delivery of Products and/or execution of Services.
(ii) Applicable Milestone Dates for deliverables.
(iii) Any supplemental details necessary for the project that are not explicitly stated in the SOW.

3.3 Compliance with the Project Plan
Once finalized and approved, both parties are obligated to comply with the Project Plan unless mutually amended in writing.

4. SERVICES AND GENERAL OBLIGATIONS

4.1 Provision of Services
(a) Flyertap agrees to provide the Client with all services requested and outlined in the applicable SOW, in accordance with the terms of this Agreement.

(b) Flyertap is not obligated to provide services if:
(i) The Client has not paid for the Products or Services as outlined in the SOW and payment is overdue; or
(ii) The Client has violated the terms of this Agreement, and the violation remains unresolved.

(c) Change Requests:
(i) Either Party may request changes to the provisions of the SOW by submitting a written request (a “Change Request”) to the other Party.
(ii) The receiving Party must accept or reject the Change Request within five (5) Business Days. If no response is provided within this period, the Change Request is deemed accepted.
(iii) Approved changes, including modifications to the scope, fees, or schedule, will be documented in writing and incorporated into this Agreement and the applicable SOW by reference.
(iv) Any Change Request impacting fees or timelines will be communicated to the Client and must be approved in writing before implementation.

(d) Non-Exclusivity: Flyertap reserves the right to provide similar services to other clients during the term of this Agreement. Flyertap reserves the right to provide similar services to other clients, ensuring that Client-specific data and proprietary information are handled in strict confidence.

4.2 Client Cooperation
The Client agrees to cooperate with Flyertap in good faith and perform the following obligations to facilitate the Services:
(a) Allocate adequate resources and perform tasks in a timely manner to enable Flyertap to complete the Services as outlined in the SOW and/or Project Plan.
(b) Provide all required materials and fulfill any obligations specified in the SOW within agreed-upon timelines.
(c) Respond promptly to Flyertap’s inquiries regarding the provision of Services.
(d) Ensure the availability of competent personnel capable of meeting obligations under the SOW and Project Plan.

Failure to meet these obligations may result in delays, additional costs, or termination of Services as specified in Section 9.

4.3 Delays
(a) Any delays caused by the Client in performing its obligations, providing required materials, or responding to inquiries may result in additional costs for time and resources, which will be billed at Flyertap’s standard rates.

(b) Flyertap shall not be liable for delays or resulting costs caused by:
(i) Client breaches of this Agreement or the applicable SOW/Project Plan;
(ii) Delayed instructions or materials from the Client; or
(iii) Third-party contractors or suppliers engaged by the Client.

(c) Deadlines, schedules, or milestones may be extended by the duration of any delay caused by:
(i) Force Majeure events as described in Section 15; or
(ii) Unforeseen delays caused by the Client or third-party suppliers engaged by the Client.

(d) Flyertap is not responsible for any financial losses incurred by the Client due to delays resulting from the Client’s failure to meet obligations under this Agreement or any SOW.

5. APPLICATION SERVICES

5.1 Provision of Application Services and License Grant
(a) Flyertap’s proprietary online system (the “Application”) is currently under development and is not yet accessible or offered. The features outlined below will be made available to the Client in the future, subject to this Agreement and applicable fees under the SOW:
(i) Monitoring progress in Distribution Services.
(ii) Viewing statements, invoices, and reports.
(iii) Submitting Distribution Service requests via the web dashboard (“Dashboard”).

Upon the Application’s launch, Flyertap will provide the Client Administrator with credentials for secure Dashboard access.

(b) Subject to the Client’s compliance with this Agreement and full payment of applicable fees, Flyertap will grant the Client a non-exclusive, non-transferable, and non-sublicensable license to use the Application solely for the following purposes once it is made available:
(i) Accessing and reviewing Mission reports.
(ii) Managing and updating the Client Account.
(iii) Viewing and settling payment statements.
(iv) Appointing and managing Administrators for the Account.
(v) Reviewing Mission details, including dates, locations, statuses, and fees.

(c) The Client agrees to:
(i) Keep Dashboard credentials confidential and secure.
(ii) Restrict access to authorized administrators only and ensure they comply with the terms of this Agreement.

(d) Flyertap reserves the right to modify, enhance, or discontinue features within the Application or Dashboard at its sole discretion. Flyertap will provide the Client with reasonable notice of significant modifications impacting functionality.

(e) Support Services: Flyertap will provide limited support for Application Services as specified in the SOW. Additional support may incur extra fees, which will be billed at Flyertap’s standard rates.

5.2 Limitations on Application Use
(a) The Client may only use the Application Services as explicitly permitted under this Agreement. The following actions are strictly prohibited:
(i) Selling, renting, sublicensing, or commercially exploiting the Application Services.
(ii) Reverse engineering, decompiling, or tampering with the Application or its underlying software.
(iii) Modifying or creating derivative works of the Application Services.
(iv) Uploading malware, corrupted files, or any software that could compromise the Application.
(v) Attempting to bypass security measures of the Application or related networks.
(vi) Using the Application to post, transmit, or store illegal, abusive, harmful, or defamatory content.
(vii) Engaging in activities that violate intellectual property laws, local/state/national laws, or court orders.

(b) Flyertap reserves the right to terminate the Client’s access to the Application Services for any violation of this Agreement. Upon termination:
(i) Flyertap may recover damages incurred due to the violation.
(ii) The Client shall immediately cease all use of the Application Services.

5.3 Data Security and Compliance
(a) Flyertap will implement reasonable measures to secure Client data stored within the Application. However, Flyertap disclaims liability for breaches caused by third-party actions, unauthorized access, or the Client’s failure to adhere to security protocols.

(b) The Client is responsible for ensuring that their use of the Application Services complies with applicable data protection laws, including but not limited to GDPR or CCPA, where applicable.

5.4 Limitations on Liability
(a) Flyertap shall not be liable for:
(i) Downtime or temporary unavailability of the Application.
(ii) Errors caused by third-party integrations, plugins, or unauthorized modifications by the Client.
(iii) Indirect, incidental, or consequential damages resulting from the use or inability to use the Application.

(b) Flyertap reserves the right to monitor Application usage to ensure compliance with this Agreement.

6. INTELLECTUAL PROPERTY

6.1 Client Intellectual Property Rights
(a) The Client retains ownership of all rights, title, and interest in its Base Intellectual Property.
(b) The Client grants Flyertap a royalty-free, irrevocable, worldwide license, with the right to sublicense, to use the Base Intellectual Property solely for Flyertap’s performance of Services under this Agreement.
(c) Any improvements to the Client’s Base Intellectual Property created during the course of the Services shall be jointly owned by the Parties unless otherwise agreed in writing.

6.2 Flyertap Intellectual Property Rights
(a) Application Services and Dashboard Data:
(i) Flyertap retains all rights to its Application Services, Dashboard, Dashboard Data, and associated updates or enhancements.
(ii) Subject to the Client’s payment of all fees and compliance with the SOW, Flyertap grants the Client a limited, non-exclusive, non-transferable license to use the Application Services solely as outlined in the SOW.
(iii) This license is subject to immediate termination if the Client breaches the terms of this Agreement.

(b) Contract Materials:
(i) Unless explicitly stated otherwise in the SOW, all Contract Materials created by Flyertap during the performance of Services remain the sole property of Flyertap.
(ii) The Client assigns all rights, including moral rights, in the Contract Materials to Flyertap and will obtain all necessary consents from its personnel.

(c) Contract Material License Grant:
(i) Upon full payment and compliance with the Agreement, the Client receives a royalty-free, perpetual, non-transferable license to use the Contract Materials solely for internal business purposes related to the project or Services.
(ii) This license does not include the right to sublicense, sell, or distribute the Contract Materials without Flyertap’s prior written consent.

(d) Client Trademarks:
(i) Flyertap may use the Client’s Trademarks in marketing materials, including its portfolio, social media, and website, with proper attribution upon request.
(ii) Flyertap agrees to use the Client’s Trademarks in accordance with the Client’s branding guidelines and solely for the agreed-upon purposes.

(e) Preparatory Materials:
(i) Flyertap retains ownership of all Preparatory Materials, including drafts, designs, prototypes, research, and preliminary work not included in the final deliverables.
(ii) Copies of Preparatory Materials may be requested by the Client for an additional fee, subject to Flyertap’s discretion.

6.3 Third-Party Materials
(a) The Client is responsible for securing all necessary licenses or permissions for any third-party materials it provides to Flyertap for incorporation into the deliverables.
(b) Flyertap shall not be liable for any claims or disputes arising from the use of third-party materials provided by the Client.

7. FEES

7.1 Fees

The Client shall pay Flyertap all fees associated with the Services as outlined in this Agreement and any applicable Statement of Work (SOW).

7.2 Payment and Invoicing

(a) Unless otherwise stated in an SOW, all Fees must be paid in full prior to the provision of any Products or Services.
(b) Upon signing an SOW, Flyertap will issue an invoice for the Services to be delivered as outlined in this Agreement or any associated SOW or Project Plan.
(c) The Client must pay all amounts listed on Flyertap’s invoice within fourteen (14) business days of the invoice date.

7.3 Out-of-Scope Services

(a) Services not explicitly included in an SOW are considered out of scope and will incur additional charges.
(b) Flyertap will provide a written notice and cost estimate for any out-of-scope services before commencing work. Written approval from the Client is required before proceeding.
(c) These services will be billed at Flyertap’s standard hourly rates, which must be paid in full prior to the provision of the additional services.

7.4 Disputed Invoices

(a) If the Client disputes an invoice: (i) The Client must pay all undisputed amounts by the invoice due date.
(ii) For disputed amounts, the Client must provide written notice detailing the reasons for the dispute, along with supporting documentation, before the invoice due date.
(b) Partial payments will first be applied to undisputed portions of the invoice.
(c) If the parties cannot resolve the dispute, either party may seek legal remedies to enforce their rights under this Agreement.
(d) If it is determined that the Client owes the disputed amount, the Client shall pay interest on the outstanding amount from the original due date until payment is made, as specified in Section 7.5.

7.5 Late Payments

(a) If the Client fails to pay any undisputed amounts by the due date, Flyertap may: (i) Charge interest on the overdue amount at a rate of 2% per month, calculated daily, with a maximum cap of 25% of the outstanding invoice amount.
(ii) Suspend performance of Services until the outstanding balance is paid in full. Flyertap is not liable for any loss or damages incurred by the Client due to such suspension.
(b) If payments remain unpaid for more than 60 days past the due date, Flyertap reserves the right to terminate this Agreement without further notice.

7.6 Preservation of Rights

Flyertap’s exercise of any rights or remedies under this Section does not:
(a) Relieve the Client of its obligations under this Agreement.
(b) Waive Flyertap’s right to enforce any other remedies available under this Agreement or applicable law.

7.7 Fee Adjustments

(a) Fees specified in the SOW may be subject to annual review, with the first review occurring twelve (12) months after the Agreement Commencement Date.
(b) Flyertap may increase fees with at least ten (10) days’ written notice. Revised fees will apply to any new SOW issued after the notice period.
(c) Fee increases will be the greater of: (i) The change in the Consumer Price Index (CPI) between the last adjustment and the review date; or (ii) 5%.

(d) Flyertap will notify the Client at least thirty (30) calendar days prior to implementing fee adjustments.

7.8 Expenses

The Client agrees to reimburse Flyertap for any reasonable expenses incurred in connection with the provision of Products or Services as outlined in the SOW or otherwise agreed upon in writing.

7.9 Taxes

(a) Fees and other amounts payable under this Agreement do not include taxes, levies, duties, or similar governmental assessments of any kind (collectively “Taxes”), except as otherwise stated.
(b) The Client is responsible for all applicable Taxes associated with the purchase of Services unless the Client provides a valid tax-exemption certificate.
(c) Flyertap is solely responsible for taxes assessed on its income, property, and employees.
(d) Flyertap will ensure that invoices clearly outline applicable taxes, where required by law.

8. CONFIDENTIAL INFORMATION

8.1 Definition of Confidential Information

“Confidential Information” means all non-public, proprietary, or sensitive information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in connection with this Agreement, whether disclosed in writing, verbally, or through any other medium. Confidential Information includes, but is not limited to, the terms of this Agreement, any SOWs, Project Plans, pricing, business and marketing strategies, technical data, technologies, product plans, designs, trade secrets, and operational processes of the Disclosing Party.

8.2 Exclusions from Confidential Information

Confidential Information does not include information that:

1. Becomes publicly available through no breach of this Agreement by the Receiving Party;
2. Was known to the Receiving Party before disclosure without any obligation of confidentiality;
3. Is received lawfully from a third party without restriction and without breach of any obligation to the Disclosing Party; or
4. Is independently developed by the Receiving Party without reference to or reliance on the Disclosing Party’s Confidential Information.

8.3 Protection of Confidential Information

The Receiving Party agrees to:

1. Exercise the same degree of care to protect the Disclosing Party’s Confidential Information as it uses to protect its own Confidential Information, but not less than a reasonable standard of care.
2. Use the Confidential Information solely for purposes related to this Agreement.
3. Restrict access to the Disclosing Party’s Confidential Information to its employees, contractors, or affiliates who have a legitimate need to know and are bound by confidentiality obligations no less protective than those contained herein.
4. Ensure that any third party (e.g., accountants, legal counsel) receiving Confidential Information complies with the confidentiality obligations of this Agreement.
5. Promptly notify the Disclosing Party of any unauthorized access, use, or disclosure of Confidential Information upon becoming aware of such an incident.
6. Upon termination of this Agreement or upon written request of the Disclosing Party, promptly return or destroy all Confidential Information and confirm in writing the destruction of any copies thereof.

8.4 Permitted Disclosures

Confidential Information may be disclosed without prior written consent:

1. If required by law, regulation, court order, or a governmental authority. In such cases, the Receiving Party must provide the Disclosing Party with prompt written notice (to the extent legally permitted) before disclosure to allow the Disclosing Party to seek a protective order or other remedy.
2. To the Receiving Party’s legal counsel, accountants, bankers, or financing sources, provided such disclosures are made in confidence and solely for legitimate purposes.
3. In confidence, to potential merger or acquisition partners or similar transaction parties, subject to such parties being bound by confidentiality obligations at least as stringent as those in this Agreement.

8.5 Remedies for Breach

The Parties agree that any unauthorized use or disclosure of Confidential Information may cause irreparable harm, for which monetary damages may be inadequate. Therefore, the non-breaching party is entitled to:

1. Seek injunctive relief or other equitable remedies, in addition to any other legal remedies available.
2. Recover reasonable costs and legal fees incurred in enforcing compliance with this section.

8.6 Survival of Obligations

The obligations of confidentiality set forth in this section shall survive termination of this Agreement for a period of five (5) years.

8.7 Compliance with Data Protection Laws

The Receiving Party agrees to handle Confidential Information in compliance with all applicable data protection laws, including but not limited to GDPR and CCPA, if and to the extent applicable.

9. NON-SOLICITATION

9.1 Non-Solicitation

For the duration of this Agreement and for a period of twelve (12) months following its termination or expiration (the “Non-Solicitation Period”), the Client agrees not to, directly or indirectly:

1. Solicit, attempt to solicit, or hire any employees, contractors, or consultants of Flyertap or its Affiliates who were engaged in the execution of this Agreement, any SOW, or Project Plan, when such solicitation arises from the use of Flyertap’s proprietary or confidential information.
2. Induce or attempt to induce any employee, contractor, or consultant of Flyertap to terminate their employment or contractual relationship with Flyertap.

Both Parties agree that:

1. General advertisements or public postings not specifically directed at Flyertap personnel do not constitute a violation of this section.
2. This provision is not intended to restrict the rights of individuals to pursue employment opportunities independently.

After the termination or expiration of this Agreement, the Client shall not misrepresent or claim any association with Flyertap or its business activities.

9.2 Reasonableness of Restrictive Covenant

The Client acknowledges that:

1. The restrictions outlined in Section 9.1 are reasonable, fair, and necessary to protect Flyertap’s legitimate business interests.
2. The provisions are supported by adequate legal consideration and are enforceable under applicable law.
3. The restrictions comply with applicable state and federal laws governing non-solicitation agreements, including but not limited to those within the jurisdiction of Nevada.

9.3 Survival of Obligations

The non-solicitation obligations outlined in this Section shall survive the termination or expiration of this Agreement for the entirety of the Non-Solicitation Period.

9.4 Geographical Scope

This restriction applies to all locations where Flyertap conducts business or has personnel engaged during the term of this Agreement, ensuring fairness and alignment with Flyertap’s operational reach.

9.5 Mitigation of Risk

In the event the Client becomes aware of any potential or actual breach of this Section, the Client shall promptly notify Flyertap and cooperate fully to mitigate any damages or risks arising from the breach.

9.6 Notification of Unauthorized Access

The Client must promptly inform Flyertap if they become aware of any unauthorized solicitation, access, or use of Flyertap’s information or personnel to mitigate risks and ensure proper action is taken.

10. PRIVACY

(a) Both Parties agree to comply with all applicable privacy and data protection laws in the performance of their obligations under this Agreement.

(b) The Client warrants that any data or information it provides to Flyertap for the purpose of delivering Services is lawfully obtained and shared in compliance with applicable privacy and data protection laws.

(c) Flyertap agrees to:
(i) Process and access the Client’s data solely for the purposes of performing its obligations under this Agreement.
(ii) Implement reasonable administrative, physical, and technical safeguards to protect the confidentiality and integrity of the Client’s data.
(iii) Comply with the Client’s written data protection policies, provided such policies are communicated to Flyertap in advance and are reasonable and practicable.

(d) The Client retains ownership of its data. Flyertap will not use, disclose, or share the Client’s data except as necessary to perform the Services or as required by law.

(e) Flyertap and the Client agree to notify each other promptly in the event of any unauthorized access, use, or disclosure of the Client’s data.

11. REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

11.1 Representations
Each Party represents and warrants that it has the legal authority to enter into and perform its obligations under this Agreement.

11.2 Limited Warranty for Campaign and Distribution Services
(a) Flyertap warrants that the Campaign and Distribution Services will:
(i) Be performed in a professional and workmanlike manner.
(ii) Substantially conform to the specifications outlined in the applicable SOW or Project Plan.

(b) This warranty is valid for a period of seven (7) days from the date the Campaign and Distribution Services are completed (the “Warranty Period”).

(c) To make a claim under this warranty, the Client must provide written notice to Flyertap during the Warranty Period, detailing the specific deficiencies.

(d) Flyertap’s sole obligation under this warranty is to:
(i) Re-perform the deficient Campaign or Distribution Services; or
(ii) If re-performance is not feasible, refund the fees paid for the deficient services.

(e) The remedies outlined above are the Client’s sole and exclusive remedies for any warranty claims relating to Campaign and Distribution Services.

(f) All implied warranties, including those of merchantability or fitness for a particular purpose, are expressly disclaimed to the maximum extent permitted by law.

11.3 Disclaimer of Other Warranties
Except as expressly provided in Section 11.2, Flyertap disclaims all other warranties, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, and non-infringement.

11.4 Application Services: No Service Guarantee
(a) The Client acknowledges and agrees that the Application Services and Dashboard are provided “as-is” and without warranties of any kind.

(b) Flyertap does not guarantee:
(i) Continuous or error-free operation of the Application Services.
(ii) Security of the Application Services against hacking or other unlawful intrusions.
(iii) Compatibility of the Application Services with any specific hardware or software.

(c) The Application Services may be unavailable at any time for reasons including, but not limited to, maintenance, upgrades, or technical failures.

12. INDEMNIFICATION

12.1 Mutual Indemnification
Each Party (the “Provider”) agrees to defend, indemnify, and hold harmless the other Party (the “Recipient”) against any claims, demands, lawsuits, or proceedings brought by a third party (collectively, “Claims”) alleging that any design, information, specification, instruction, software, data, or materials (collectively, “Material”) provided by the Provider under this Agreement infringes upon or misappropriates the intellectual property rights of a third party.

The Provider’s indemnification obligations include:
(a) Covering damages, attorney’s fees, and costs finally awarded against the Recipient in connection with such Claims.
(b) Paying settlement amounts approved in writing by the Provider.

Conditions for Indemnification: The Recipient must:
(i) Promptly provide written notice of the Claim to the Provider.
(ii) Grant the Provider sole control of the defense and settlement of the Claim, provided the settlement fully releases the Recipient.
(iii) Provide reasonable assistance at the Provider’s expense.

Exclusions: The Provider will not indemnify the Recipient if:
(a) The Claim arises from specifications, data, or materials provided by the Recipient.
(b) The Claim results from the Recipient’s modification or unauthorized use of the Material.

Remedies for Infringement: If any Material is found or reasonably believed by the Provider to infringe third-party rights, the Provider may, at its discretion and expense:
(a) Modify the Material to make it non-infringing.
(b) Obtain a license for the Recipient to continue using the Material.
(c) Require the return of the infringing Material and terminate the applicable SOW or Project Plan with ten (10) days’ written notice.

Consequences of Termination: Upon termination due to infringement, the Parties will comply with the “Consequences of Termination” section, including the return of all Materials.

12.2 Exclusive Remedy
This Section 12 constitutes the sole and exclusive remedy for indemnification claims arising under this Agreement.

13. LIMITATION OF INSURANCE AND LIABILITY TERMS

13.1 Limitation of Liability
Except for Claims arising under Section 12 (Indemnification) or breaches of confidentiality under Section 8, the total aggregate liability of Flyertap and its affiliates under this Agreement, including any SOW or Project Plan, shall not exceed the total net fees paid by the Client under the specific SOW from which the liability arose.

13.2 Exclusion of Consequential and Related Damages
Neither Party nor its affiliates shall be liable for any:
(a) Lost profits, revenues, or goodwill;
(b) Incidental, special, indirect, or consequential damages;
(c) Business interruptions or punitive damages;

Regardless of the legal theory under which liability is asserted (e.g., tort, contract, strict liability, or negligence), and even if the Party was aware of the possibility of such damages.

State-Specific Rights: Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages. In such cases, the limitations outlined in this section shall apply only to the extent permitted by applicable law.

13.3 Applicability of Limitations
The exclusions and limitations of liability set forth in this Agreement shall not apply to damages resulting from gross negligence, willful misconduct, or violations of applicable law.

13.3 Independent Contractor Liability

The independent contractor performing the gig is solely responsible for maintaining their own liability insurance and covering any damages, injuries, or claims arising from their actions while providing services. Flyertap assumes no responsibility for such claims. Independent contractors must provide proof of adequate liability insurance before commencing work.

13.4 Client Liability

The Client agrees to indemnify and hold Flyertap harmless from any claims, damages, or liabilities arising from the Client’s actions or use of the Services, including but not limited to damages caused to third parties. Flyertap shall not be held liable for any damages, losses, or injuries caused during the performance of services by independent contractors or resulting from the Client’s use of the Services. Flyertap serves solely as a facilitator of the services provided.

13.5 No Company Liability

Flyertap shall not be held liable for any damages, injuries, or losses caused by:

Independent contractors performing the services.

The Client’s actions, misuse, or improper implementation of the Services.

The Client acknowledges and agrees that Flyertap’s role is limited to facilitating the connection and coordination of services, and Flyertap does not assume any liability related to the execution of the services by independent contractors or the Client.

14. TERMS AND TERMINATION

14.1 Term
This Agreement begins on the Commencement Date and remains in effect until:
(a) Both Parties fulfill their obligations under this Agreement; or
(b) Terminated in accordance with this Section.

14.2 Termination for Convenience
Either Party may terminate this Agreement for convenience by providing thirty (30) calendar days’ written notice to the other Party. Termination under this section does not relieve the Client of obligations under any active SOW or Project Plan, which shall remain governed by this Agreement. Termination does not waive the Client’s obligation to pay for Services rendered or costs incurred prior to termination.

14.3 Termination for Cause
A Party may terminate this Agreement immediately upon written notice if:
(a) The other Party breaches a material provision of this Agreement or an SOW and fails to remedy the breach within fourteen (14) business days after receiving written notice.
(b) The other Party commits a material breach that cannot reasonably be remedied.
Flyertap may terminate this Agreement immediately if the Client:
(i) Ceases operations;
(ii) Becomes insolvent or admits its inability to meet financial obligations; or
(iii) Makes an assignment for the benefit of creditors.

14.4 Effects of Termination
Upon termination:
(a) All outstanding amounts owed to Flyertap under this Agreement shall become immediately due and payable.
(b) Each Party may reclaim property belonging to them that is in the possession of the other Party.
(c) Flyertap may retain payments already made for Services performed before termination.
(d) Flyertap may charge for Services provided but not yet invoiced, as well as any disbursements, costs, or expenses incurred in anticipation of completing the SOW.
(e) Both Parties must return or destroy any materials containing Confidential Information of the other Party upon request and confirm compliance in writing.
(f) Each Party retains the right to pursue additional remedies provided by law.

14.5 Surviving Provisions
The following provisions shall survive termination of this Agreement: Contract Material License Grant, Fees, Confidentiality, Indemnification, Limitation of Liability, and any other provisions intended to survive termination by their nature or context.

14.6 Credit Notes
(a) If the Client terminates this Agreement or requests cessation of Services, all paid but unused fees shall remain with Flyertap as a credit note valid for twelve (12) months from the termination date.
(b) Credit notes may only be applied to distribution, travel, permit, and bonus costs. Printing costs are non-refundable once digital proofs are approved by the Client.
(c) Unused credit notes expire after twelve (12) months.

15. FORCE MAJEURE

15.1 Definition and Impact
Flyertap shall not be held liable for delays or failures to perform under this Agreement due to circumstances beyond its control, including but not limited to natural disasters, strikes, government actions, pandemics, or failures of internet services (collectively, “Force Majeure”).

15.2 Termination Due to Force Majeure
If a Force Majeure event lasts more than sixty (60) days, either Party may terminate the Agreement with written notice. Flyertap shall not be deemed in breach due to such termination.

15.3 Refunds and Credits
If terminated under this section, Flyertap will refund amounts paid for Services not rendered due to Force Majeure. For delays, funds will be credited to the Client’s account for future use.

15.4 Pandemic-Specific Provisions
Compliance with public health orders or government regulations related to pandemics (e.g., COVID-19) shall not constitute a Force Majeure event for the purpose of termination. Payments for delayed Services will be retained as a credit toward future campaigns. Any campaigns delayed due to compliance with public health orders will resume as conditions permit, with previously paid fees applied to future services.

16. Non-Disparagement Clause
Both Parties agree not to make or publish any statements, comments, or content, whether written or oral, that may disparage, defame, or otherwise negatively impact the reputation, image, or goodwill of the other Party. Neither Party shall post disparaging content about the other on social media or public forums. This clause does not restrict either Party from making truthful statements as required by law, regulation, or court order.

17. Placement Fees
If a candidate referred by the Service Provider accepts a position with the Client or its affiliate within 365 calendar days of referral, the Client must notify the Service Provider in writing within three (3) business days of the candidate’s start date. Failure to notify the Service Provider will result in the immediate obligation to pay a placement fee of thirty (30) percent of the candidate’s annual salary. This fee is due within fourteen (14) business days of the candidate’s start date. Failure to resolve disputed fees within thirty (30) calendar days will result in a 10% late fee in addition to monthly interest. Late payments will incur interest at a rate of 2% per month. For the purposes of this clause, “affiliate” refers to any entity directly or indirectly controlled by, under common control with, or controlling the Client.

18. Modification and Discontinuation
The Service Provider reserves the right to change, modify, or discontinue any aspect of this Agreement, its policies, or its services, at its sole discretion. The Service Provider will provide thirty (30) calendar days’ written notice to the Client for any material changes that may affect the Client’s obligations under this Agreement. This clause does not apply to changes required by law or regulation, which may take effect immediately.

19. Client Responsibility
The Client is solely responsible for ensuring the accuracy and completeness of all information provided to the Service Provider for the performance of services, including but not limited to data, artwork, specifications, and deadlines. The Service Provider shall not be liable for delays, errors, or additional costs arising from inaccurate, incomplete, or untimely information. Any resulting costs incurred by the Service Provider due to such inaccuracies will be charged to the Client. The Client shall bear any additional costs Flyertap incurs as a direct result of inaccuracies in the information provided.

20. MISCELLANEOUS

20.1 Subcontractors
Flyertap may subcontract any portion of its obligations under this Agreement at its discretion, including Distribution Services. Flyertap remains responsible for subcontractor performance.

20.2 Independent Contractors
The Parties are independent contractors. Nothing in this Agreement creates a partnership, agency, or joint venture relationship between the Parties. Neither Party may bind or obligate the other.

20.3 Entire Agreement
This Agreement, along with any SOW or Project Plan, constitutes the entire understanding between the Parties and supersedes all prior agreements. Amendments must be in writing and signed by both Parties.

20.4 Assignment
Neither Party may assign this Agreement without prior written consent, except in cases of acquisition or merger. Flyertap may assign the Agreement to an affiliate.

20.5 Waiver
A Party’s failure to enforce any provision shall not constitute a waiver of its rights. All waivers must be in writing to be valid.

20.6 Governing Law
This Agreement shall be governed by the laws of Nevada. The Parties consent to the exclusive jurisdiction of courts in Clark County, Nevada.

20.7 Notices
Notices must be sent via personal delivery, registered mail, or email, and are deemed effective upon receipt.

20.8 Severability
If any provision is deemed unenforceable, the remaining provisions shall remain in full force and effect.

20.9 No Third-Party Beneficiaries
This Agreement creates no rights for third parties.

20.10 Counterparts
This Agreement may be signed electronically or in counterparts, each of which is deemed an original, and together form one agreement.