These Engine & APU Preservation, Inspection and Maintenance Terms and Conditions of Service (“Terms”) constitute a legally binding electronic agreement between Service Aero Solutions, LLC, an Arizona limited liability company (“SAS,” “we,” “us”), and any person or entity (“Customer,” “you”) that:

1. requests, schedules, authorizes, or receives Engine & APU Preservation, Inspection and Maintenance services (“Services”) from SAS; or

2. executes or electronically accepts any Acknowledgement of Delivery, Purchase Order, Statement of Work, Work Order, or similar document referencing these Terms (each, a “WO”).

By clicking “I Agree”, checking a consent box, signing electronically, or tendering equipment for maintenance, you agree to be bound by these Terms. If you act for an organization, you represent that you have authority to bind it.

These Terms are published online as SAS’s master services terms and are incorporated by reference into each WO. Together, the WO and these Terms form the “Agreement.”

CONSENT

By using our Services, you hereby consent to our Terms. If you are using the Services on behalf of an organization, you are agreeing to this Agreement for that organization and promising that you have the authority to bind that organization to this Agreement. In that case, “you” and “your” will refer to that organization.

ELECTRONIC AGREEMENT & UPDATES

This Agreement is an electronic contract that sets forth the legally binding terms governing your receipt and use of the Services. SAS may update or amend these Terms from time to time in its sole discretion by posting a revised version online and updating the “Last Updated” date. SAS shall provide written notice of any material changes by email to the contact address listed in the applicable WO or by other commercially reasonable electronic notice. Unless otherwise stated in the notice, the updated Terms shall become effective thirty (30) days after notice is provided. Your continued request for, scheduling of, or receipt of Services after the effective date of any update shall constitute your acceptance of the revised Terms. This electronic agreement acknowledges that you are able to electronically receive, download, and print this Agreement.

ACKNOWLEDGEMENT

By using the Services, you acknowledge that you have read this Agreement and Conditions of Service and agree to be bound by them.

1. Terminology.
   The following terminology applies to these Terms, any applicable Work Orders, and any and all Agreements between the parties: “Customer”, “You” and “Your” refers to the person or entity receiving Services and accepting the Company’s terms and conditions. “The Company”, “Ourselves”, “We”, “Our” and “Us”, refers to Service Aero Solutions, LLC, an Arizona limited liability company. “Party”, “Parties”, or “Us”, refers to both the Customer and ourselves, or either the Customer or ourselves. All terms refer to the offer, acceptance, and consideration of payment necessary to undertake the process of our assistance to the Customer in the most appropriate manner, whether by formal Work Orders or any other means, for the express purpose of meeting the Customer’s needs in respect of provision of the Company’s stated Services, in accordance with and subject to the laws of the State of Arizona.

2. Agreement.
   These Terms constitute the master terms and conditions governing all Services provided by SAS. The version of these Terms in effect on the date a WO is executed shall govern that WO, unless the WO expressly states otherwise. The scope, pricing, schedule, and service term shall be set forth exclusively in the applicable WO.

3. Service.
   SAS agrees to perform the Services described in the applicable WO and ordered under a statement of work, purchase order, or work order that makes full reference to the work specification required and to the applicable terms and conditions under which SAS is agreeing to provide such Services, including any applicable disclaimers and limitations of liability. SAS warrants that the Services shall be:
   
   (A) performed in conformity with this Agreement and the WO; and
   (B) delivered within the time periods agreed by the Parties,
   
   except where unforeseen events engage to prevent this occurring. The Services shall be performed by SAS in accordance with applicable legal requirements and best industry standards. SAS may use subcontractors and consultants to perform the Services , who shall be suitably certified, skilled, experienced, and qualified. SAS may perform services for other customers at its discretion.
   
   
4. Customer Representations Regarding Equipment. Customer represents and warrants that:
   
   (A) Customer has the full legal right and authority to deliver the engine, APU, or equipment for the Services;
   (B) the equipment is free from any hazardous conditions that would make inspection or maintenance unsafe;
   (C) all maintenance records and information provided to SAS are accurate;
   (D) Customer shall promptly disclose any known defects or prior damage that may affect the Services.
   (E) SAS shall not be responsible for defects, failures, or damage resulting from conditions existing prior to the Services.
   
   
5. Acceptance of Services. Upon completion of the Services described in the applicable WO, SAS shall provide Customer with notice of completion or delivery of the applicable inspection reports or documentation. The Services shall be deemed accepted unless Customer provides written notice of any non-conforming Services within five (5) business days after delivery. SAS shall have a reasonable opportunity to re-perform any non-conforming Services.
   
   
6. Regulatory Responsibility. Customer acknowledges that SAS is providing inspection and preservation services only and is not acting as the operator of any aircraft or engine. Customer remains solely responsible for compliance with all applicable aviation regulations, including FAA or other regulatory authority requirements relating to continued airworthiness, maintenance records, and operational approvals.
   
   
7. Fees and Expenses. Customer shall pay the fees set forth in the WO (the “Fees”). Fees are exclusive of all taxes, levies, duties, and governmental charges, which shall be paid by Customer. Customer shall reimburse SAS for all travel and other expenses reasonably incurred in connection with the Services.
   
   
8. Billing and Payment. SAS shall issue invoices to Customer pursuant to the timetable set forth in the WO. Customer will pay invoices in U.S. dollars within thirty (30) days of the date of SAS’s invoice (unless otherwise specified or agreed to). Payments must be made by wire transfer, certified check, bank check or such other method as may be agreed upon by SAS. Customer shall have no right of offset or withholding under this Agreement. Any amounts not paid by Customer when due shall be subject to interest charges, from the date due until paid, at the rate of one and one-half percent (1.5%) per month, or the highest interest rate allowable by law (whichever is less), payable monthly. If any amounts due to SAS from Customer becomes past due for any reason, SAS may at its option and without further notice withhold further Services until all invoices have been paid in full, and such withholding of Services shall not be considered a breach or default of any of SAS’s obligations hereunder or under any WO.
   
   
9. Limited Warranty. The Services to be performed hereunder are in the nature of providing professional borescope inspections  and minor maintenance in the servicing of commercial aircraft engines. SAS shall provide a limited warranty for the Services, which shall expire after the earliest of (i) twelve (12) months from the date of providing the applicable Services, (ii) one (1) cycle of the engine, as such term is commonly understood in the industry, (iii) one (1) test cell operation, or (iv) one (1) engine operation at or above idle power. Other than the foregoing, SAS does not warrant in any form the results or achievements of the Services provided or the resulting work product and deliverables. SAS warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. SAS shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder.
   
   THE WARRANTY SET FORTH IN THIS SECTION 6 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SAS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. CUSTOMER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-ONFORMING SERVICES.
   
   
10. Operational Responsibility. Customer acknowledges that aircraft engines and auxiliary power units are highly complex equipment, and that the operation, installation, maintenance, and continued airworthiness of such equipment following completion of the Services are solely the responsibility of Customer and the applicable aircraft operator. SAS’s responsibility is strictly limited to performing the Services in accordance with this Agreement and applicable industry standards as of the time of completion. Upon Customer’s acceptance of the Services or return of the equipment to Customer’s custody or control (whichever occurs first), all risk of operation, use, and continued airworthiness shall transfer to Customer. SAS shall have no obligation or responsibility for the operation, performance, or continued airworthiness of any equipment after such acceptance or transfer of control, and expressly disclaims any ongoing duty to monitor, maintain, or ensure future performance. SAS shall not be liable for any engine failure, operational malfunction, loss of use, or other damages arising after completion of the Services, except to the extent directly caused by SAS’s gross negligence or willful misconduct.
    
    
11. Ownership of Work Product. This is not a work-for-hire agreement. The copyright in all deliverables created under the Agreement for Customer shall belong to SAS. All intellectual property rights in all pre-existing works and derivative works of such pre-existing works and other deliverables and developments made, conceived, created, discovered, invented or reduced to practice in the performance of the Services hereunder are and shall remain the sole and absolute property of SAS, subject to a worldwide, non-exclusive license to Customer for its internal use as intended under this
    Agreement
    
    
12. Confidentiality. The Parties acknowledge that to perform the Services one Party may disclose to the other confidential and/or sensitive information (“Confidential Information”). The Party disclosing information is referred to as the “Disclosing Party” and the Party receiving information as the “Receiving Party.” Confidential Information
    shall mean all information disclosed by the Disclosing Party to the Receiving Party which is non-public and either proprietary or confidential in nature and related to the Disclosing Party’s business or activities including, but not limited to, financial, legal, technical, marketing, sales and business information, which is (a) marked as confidential at the time of disclosure; or (b) is unmarked (e.g., disclosed orally or visually) but is identified as confidential at the time of disclosure; or (c) due to the nature of the information or the circumstances of disclosure, would be understood by a reasonable person to be confidential. The Receiving Party shall maintain the Confidential Information in strict confidence and limit disclosure to its employees, subcontractors, consultants and representatives who have a need to know such information to perform the Agreement. The Receiving Party shall only use Confidential Information in furtherance of its performance of the Agreement, and not for any other purpose or for the benefit of any third party. The Receiving Party’s obligations to protect the Confidential Information will survive for two (2) years after the termination of this Agreement.
    
    These confidentiality obligations shall not apply to any information which: (i) was lawfully in Receiving Party’s possession before receipt from Disclosing Party; (ii) at or after the time of disclosure, becomes generally available to the public other than through any act or omission of the Receiving Party; (iii) is developed by Receiving Party independently of any Confidential Information it receives from Disclosing Party; or (iv) Receiving Party receives from a third party free to make such disclosure without, to the best of Receiving Party’s knowledge, breach of any legal or contractual obligation.
    
    In no event shall SAS’s use or disclosure of information relating to the development, improvement or use of any of SAS’s products be subject to any limitation or restriction.
    
    If the Receiving Party is confronted with legal action to disclose Confidential Information it shall, unless prohibited by applicable law, provide prompt written notice to the Disclosing Party to allow the Disclosing Party an opportunity to seek a protective order or other relief it deems appropriate. If disclosure is nonetheless required, the Receiving Party shall limit its disclosure to only that portion of the Confidential Information which it is advised by its legal counsel must be disclosed.
    
    All Confidential Information shall remain the property of the Disclosing Party. All copies of Confidential Information shall be returned to the Disclosing Party promptly upon the Disclosing Party’s request or within ten (10) days of the expiration or termination of this Agreement.
    
    
13. Indemnification. Customer shall indemnify and hold harmless SAS, its employees, agents, affiliates and subsidiaries or independent contractors of SAS (the “Indemnified Parties”) against any third party claim, including reasonable attorney’s fees, in which the Indemnified Party is named arising out of the Indemnifying Party’s (i) gross negligence or willful misconduct or (ii) material breach of any terms of this Agreement, which results in damage to or loss of Services or personal injury or death. This indemnification obligation is contingent upon the Indemnified Party providing Customer with prompt written notice of such claim, information, all reasonable assistance in the defense of such action, and sole authority to defend or settle such claim
    
    
14. Limitation of Liability. IN NO EVENT SHALL SAS BE LIABLE UNDER THIS AGREEMENT TO CUSTOMER FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SAS’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO SAS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT
    
    
15. Cooperation of Customer. Customer agrees to comply with all reasonable requests of SAS and shall provide SAS’s personnel with access to all documents and facilities as may be reasonably necessary for the performance of the Services. Customer agrees to furnish without charge adequate space at Customer’s premises for use by SAS’s personnel while performing the Services.
    
    
16. Term and Termination.
    (A) Term. The term of this Agreement shall be one (1) year, commencing upon full execution hereof by the Parties, unless sooner terminated as set forth herein, and shall be renewed for additional one-year terms unless sooner terminated pursuant to this Agreement.
    (B) Termination for Breach. Either party may terminate this Agreement at any time in the event of a breach by the other party of a material covenant, commitment or obligation under this Agreement that remains uncured: (i) in the event of a monetary breach, ten (10) calendar days following written notice thereof; and (ii) in the event of a non-monetary breach after thirty (30) days following written notice thereof. Such termination shall be effective immediately and automatically upon the expiration of the applicable notice period, without further notice or action by either Party. Termination shall be in addition to any other remedies that may be available to the non-breaching Party.
    (C) Termination Without Cause. This Agreement may be terminated by either Party, for any reason with or without cause, upon ninety (90) days’ prior written notice to the other Party.
    (D) Obligations Upon Termination. Termination of this Agreement for any reason shall not discharge either Party’s liability for obligations incurred hereunder and amounts unpaid at the time of such termination. Customer shall pay SAS for all Services rendered prior to the effective date of termination. Upon termination each Party shall return the other’s Confidential Information in its possession at the time of termination. Upon termination, Customer shall promptly return to SAS any equipment, materials or other property of the SAS which are in Customer’s possession or control.
    
    
17. Non-Solicitation. During the term of this Agreement and for one (1) year following the expiration or termination date of the Agreement, Customer agrees not directly solicit or induce any person who performs Services hereunder on behalf of SAS to leave the employ of SAS. Customer is not prohibited from responding to or hiring the SAS’s employees who inquire about employment on their own accord or in response to a public advertisement or employment solicitation in general.
    
    
18. Relationships of the Parties. The relationship of the Parties hereto is that of independent contractors. Nothing in this Agreement, and no course of dealing between the Parties, shall be construed to create or imply an employment or agency relationship or a partnership or joint venture relationship between the Parties or between one Party and the other Party’s employees or agents. Neither Party has the authority to bind or contract any obligation in the name of or on account of the other Party or to incur any liability or make any statements, representations, warranties or commitments on behalf of the other Party, or otherwise act on behalf of the other. Each Party shall be solely responsible for payment of the salaries of its employees and personnel (including withholding of income taxes and social security), workers compensation, and all other employment benefits.
    
    
19. Force Majeure. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement, except for the payment of money, if such failure or delay is on account of causes beyond its reasonable control, including civil commotion, war, fires, floods, accident, earthquakes, inclement weather, telecommunications line failures, electrical outages, network failures, governmental regulations or controls, casualty, strikes or labor disputes, pandemics, epidemics, local disease outbreaks, public health emergencies, communicable diseases, quarantines, terrorism, acts of God, or other similar or different occurrences beyond the reasonable control of the party so defaulting or delaying in the performance of this Agreement, for so long as such force majeure event is in effect. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within five (5) business days of its occurrence, which notice shall include a description of the force majeure event and an estimate of the length of time such event will delay or prevent performance hereunder.
    
    
20. Partial Invalidity. In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or otherwise unenforceable: (1) the Parties shall use all reasonable efforts to negotiate in good faith to amend the term to eliminate any such invalidity, illegality, or unenforceability to the extent practically possible, taking into full account their original intent when entering into this Agreement; and (2) the remaining provisions of the Agreement shall continue in full force and effect.
    
    
21. Publicity. Subject to the confidentiality provisions set forth herein, SAS shall be free to disclose to the public that Customer is a customer of SAS, and may use Customer’s name to make such statement.
    
    
22. Assignment. Neither Party may assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of the other Party. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. This Section may not prevent any Customer subsidiary (i.e. an entity wholly owned or controlled by Customer) or Funds managed and/or advised by Customer or its affiliates, to enter into a WO which incorporates the terms of this Agreement.
    
    
23. Notice. All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and addressed to the parties at the physical or electronic mailing address set forth in the applicable WO or as otherwise designated by a party in writing. If by physical mail, notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or certified or registered mail (return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (1) upon receipt by the receiving party; and (2) if the party giving the notice has complied with the requirements of this section. If by electronic mail, notices shall be deemed delivered immediately upon sending to the electronic mailing address set forth in the WO or as designated by a party in writing from time to time.
    
    
24. Survival. Custome Following the termination of this Agreement, any provision set forth erein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.
    
    
25. Wavier. No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
    
    
26. Governing Law; Venue. This Agreement shall be governed by the laws of the State of Arizona without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in Pima County, Arizona. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.
    
    
27. Attorneys’ Fee. If either party incurs any legal fees associated with the enforcement of this Agreement or any rights hereunder, the prevailing party shall be entitled to recover its reasonable outside attorney’s fees and any court, arbitration, mediation, or other reasonable litigation expenses from the other party.
    
    
28. Collection Expenses. If SAS incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional collection services fees, in connection with the collection or payment of any amounts due it under this Agreement, Customer agrees to reimburse SAS for all such costs, expenses and fees.
    
    
29. Counterparts. This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, but all of which together will constitute one and the same instrument, without necessity of production of the others. An executed signature page delivered via facsimile transmission or electronic signature shall be deemed as effective as an original executed signature page.
    
    
30. Heading; Construction. The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit, or extend the scope or intent of the provisions to which they appertain. This Agreement is the result of negotiations between the parties and their counsel. Accordingly, this Agreement shall not be construed more strongly against either party regardless of which party is more responsible for its preparation, and any ambiguity that might exist herein shall not be construed against the drafting party.