Master Client Terms and Conditions

These Airport One, LLC Master Client Terms and Conditions (the “Terms”) govern the provision of services by Airport One, LLC (“Airport One,” “we,” “us,” or “our”), a Wisconsin limited liability company with its principal office at 116 S. Commercial St., Suite 200, Neenah, WI 54956, to you, the subscriber or client (collectively, the “Client” or, as context requires, “you,” or “your”).

These Terms cover all services provided by us to Client, including:

(collectively, the “Services”).

These Terms apply during the Term of Services (as defined below) to all Services provided to Client, whether pursuant to an online subscription, an order form, or other written agreement that references these Terms (each, an “Order”). In the event of conflict between these Terms and an Order, these Terms shall prevail for that specific matter unless such Order specifically states that a specific provision in such Order shall prevail.

By executing an Order, subscribing online, using the Services, and/or receiving any Services, Client agrees to be bound by these Terms, along with any additional terms listed in any applicable Order. Additional Orders shall be deemed issued and accepted only if signed by Client and Airport One.

You agree that we may update these Terms from time to time by posting the revised version on our website with the new effective date. Material changes will be communicated via e-mail, through the client portal, and/or Services provided to Client. Continued use or receipt of the Services after any changes to these Terms constitutes acceptance of the Terms, as revised, changed, restated, or otherwise modified.

1. Services and Orders

1.1 SaaS Services and Client Portal.

(a) Client Portal; Account and Information Responsibilities.

The client portal allows authorized users to log in with credentials, customize products and services (e.g., configure platform settings, manage preferences, view or download Performance Dashboard analytics, or upload content), and store login or account information for integrated features.

Client is solely responsible for:

(collectively, the “Client Portal, Account and Information Responsibilities”).

(b) Embedded Widgets.

The SaaS Services may include widgets or embeddable features, such as, but not limited to, HTML snippets, HTML short codes, or scripts, including JavaScript-based scripts, that allow the Client to integrate certain FlyMyAirport functionalities into the Client’s own website or applications (“Widgets”).

When the Client embeds or implements any Widgets, Client is solely responsible for:

With prior written permission from Airport One, Client may place and execute embedded Widgets and/or deep links that directly access the FlyMyAirport Site on third-party websites approved by Airport One, such as, but not limited to, Convention and Visitors Bureaus (CVBs) and Destination Marketing Organizations (DMOs).

(c) FlyMyAirport Site.

The SaaS Services may include authorized access to the airport-specific FlyMyAirport Site hosted on FlyMyAirport.com via deep links.

1.2 Marketing and Consulting Services.

Specific Marketing Services and Consulting Services are detailed in and subject to each applicable Order, and such Services may include, among other things, ad creative development, campaign management, placement on third-party platforms, and consulting deliverables as specified in the relevant Order.

1.3 Website Development and Hosting Services.

Specific Website Services provided by Airport One are detailed in and subject to each applicable Order, and such Services may include custom website design, development, deployment, hosting, and optional ongoing maintenance as specified in the relevant Order. Hosting is provided on third-party infrastructure or Airport One-managed servers.

Client is solely responsible for:

(collectively, the “Development and Hosting Responsibilities” and together with the Client Portal, Account and Information Responsibilities, and the Widget Responsibilities, the “Client Responsibilities”). Additionally, Airport One makes no guarantees of uninterrupted hosting availability.

1.4 Client Responsibilities in Connection with Services.

In addition to any other obligations, requirement, covenant or responsibility of Client set forth in these Terms or in any applicable Order, Client will:

1.5 Airport One Responsibilities in Connection with Services.

Airport One will provide the Services to Client set forth in each applicable Order, in each case in a professional manner consistent with industry standards for similar services. Airport One is not responsible for the Client Responsibilities.

2. Fees and Payment

2.1 Fees and Expenses.

Client will pay all fees specified in each applicable Order. For SaaS Services and Website Services, fees are typically subscription-based (including hosting fees), and for Marketing Services and Consulting Services, fees may be fixed, based on time-and-materials, or performance-based. Client will reimburse Airport One for reasonable pre-approved travel and out-of-pocket expenses for Services.

2.2 Payment Terms.

Invoices are due upon receipt, unless otherwise specified in the applicable Order. Payments must be made to Airport One via ACH, wire, or check.

2.3 Taxes, Duties, and Charges.

Client shall be responsible for all sales, use and excise taxes, and any other similar taxes, duties and charges of any kind imposed by any federal, state or local governmental entity on any amounts payable by Client hereunder or under any Order, and Client shall reimburse Airport One if it is required to pay any of the foregoing, provided, however, in no event shall Client pay or be responsible for any taxes imposed on, or regarding, Airport One’s income, revenues, gross receipts, personnel, or real or personal property or other assets.

2.4 Late Payments.

Overdue amounts accrue interest at the lesser of (a) the rate of 1% per month and/or (b) the highest rate permissible under applicable law, calculated daily and compounded monthly. Client shall also reimburse Airport One for all reasonable costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

2.5 Suspension of Services.

In addition to all other remedies available under these Terms, any applicable Order, or at law (which Airport One does not waive by the exercise of any rights hereunder), Airport One shall be entitled to suspend the provision of any Services if Client fails to pay any undisputed amounts or fees when due hereunder or any applicable Order and such failure continues for 10 days following written notice thereof.

3. Term and Termination

3.1 Term.

The term for which Services are to be provided by Airport One to Client begins on the effective date of the initial Order and continues until the earlier of (i) the end of the period specified in the applicable Order(s) and (ii) the point in time at which the Client no longer receives Services and no longer uses Services (the “Term of Services”).

3.2 Termination for Convenience.

Either party may terminate SaaS Services or Website Services with written notice as specified in the applicable Order. Consulting Services and Marketing Services may not be terminable for convenience without payment of fees for work performed prior to Airport One’s receipt of such termination. Upon termination of any Services for convenience, no refund will be provided for any prepaid subscription fees.

3.3 Termination for Cause.

Either party may terminate Services immediately for material breach (including non-payment) if such breach remains uncured within 30 days of notice of such breach.

3.4 Effects of Termination.

Upon termination:

The rights and obligations of the parties set forth in Sections 4 through 9, and any right or obligation of the parties in these Terms or any Order which, by its nature, should survive termination or expiration of these Terms or any Order, will survive any such termination or expiration of the Services.

4. Intellectual Property

4.1 Revocable License to certain Airport One Materials.

For FlyMyAirport and other SaaS Services, Airport One grants Client a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Airport One IP (as defined below) in the Deliverables (as defined below), during the Term of Services to the extent necessary to enable Client to make reasonable use of the Deliverables and the Services.

4.2 Airport One Intellectual Property (IP).

Airport One retains all rights, title, and interest in (i) the Services, platform, software, tools, methodologies, templates, ad campaign configurations, platform optimization techniques, algorithms, pre-existing materials, intellectual property rights, including copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how and other confidential information, trade dress, trade names, logos, corporate names and domain names, together with all of the goodwill associated therewith, derivative works and all other rights (collectively, “Airport One IP”) and (ii) to all documents, work product and other materials that are delivered to Client under any applicable Order or these Terms or prepared by or on behalf of Airport One in the course of performing the Services, including any items identified as such in any applicable Order (collectively, the “Deliverables”), excluding, however, any confidential information of Customer or customer materials.

Client receives only the limited license granted herein. Client agrees not to (i) copy, modify, or create derivative works of the Services, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Services; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part; (iv) remove any proprietary notices from the Services; (v) use the Services in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) combine or integrate the Services with any software, technology, services, or materials not authorized by Airport One; (vii) design or permit the Client’s own website or applications to disable, override, or otherwise interfere with any Airport One-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; or (viii) use the Services in any of Client’s website or applications to replicate or attempt to replace the user experience of Airport One or FlyMyAirport.

Airport One reserves all rights not expressly granted to Client in these Terms. Except for the limited rights and licenses expressly granted under these Terms, nothing in these Terms grants to Client or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the Services. Client will use commercially reasonable efforts to safeguard the Services (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Client will promptly notify Airport One if Client becomes aware of any infringement of any Airport One IP, and will fully cooperate with Airport One in any legal action taken by Airport One to enforce its intellectual property rights.

4.3 Deliverables and Assets.

For Marketing Services, Consulting Services, and Website Services, upon full payment, Airport One assigns to Client ownership of final, approved deliverables and custom assets (e.g., ad creatives, graphics, copy, reports, and custom website code/content specifically created for Client), excluding any Airport One IP incorporated therein (for which Client receives a perpetual license to use in connection with the deliverables).

4.4 License to Client Materials.

Client grants Airport One a worldwide, royalty-free, perpetual license to use, modify, display, and distribute Client Materials solely to provide the Services and create deliverables.

4.5 Feedback.

Any feedback provided by the Client may be used by Airport One without restriction or compensation.

5. Confidentiality

Each party agrees to maintain the confidentiality of the other’s non-public information disclosed under these Terms or in connection with the Services, using at least reasonable care, for 5 years or perpetually for trade secrets.

6. Data and Privacy

6.1 Data.

In connection with Airport One’s performance of the Services, it may collect data from users of the Services (the “End User Data”). Access to the End User Data is provided to Client through the Portal and through various analytic dashboards. The Client may access and download the End User Data during the Term of Services so long as Client has paid Airport One all outstanding amounts owed under each applicable order and these Terms. The Client will not have access to End User Data after the Term of Services.

Client collects its own data and provides it to Airport One in connection with the Services (the “Client Data”). Client warrants to Airport One that it has the right to provide to Airport One with the Client Data, and it will not share Client Data with Airport One unless Client has collected the data in compliance with applicable law and may lawfully disclose the Client Data to Airport One for the purpose of Airport One’s performance of the Services.

Airport One will process the Client Data only in accordance with Client’s documented instructions for the following purposes: (i) Processing in accordance with these Terms; (ii) processing to comply with other documented reasonable instructions provided by Client (e.g., via email) where such instructions are consistent with these Terms. As between the parties, Client retains its interest in the Client data, and no rights are granted to Airport One except as expressly set forth in these Terms.

6.2 Privacy.

Airport One’s handling of personal information is governed by our Privacy Policy, incorporated by reference. Client is responsible for its compliance with applicable privacy laws and regulations regarding any data it provides, collects, or processes via the Services, including through the client portal, embedded Widgets, or hosted websites.

7. Representations and Warranties

Each Party represents and warrants that it will comply with applicable state and federal laws and regulations.

Client further represents and warrants that:

EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 1.5, THE SERVICES AND WIDGET CODE ARE PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY OF STORED CREDENTIALS, WEBSITE UPTIME, OR NON-INFRINGEMENT. ALL WARRANTIES OTHER THAN THOSE SET FORTH IN SECTION 1.5, EXPRESS AND IMPLIED, ARE EXPRESSLY DISCLAIMED.

8. Indemnification

By Airport One.

Airport One will defend, indemnify and hold harmless Client from third-party claims that the SaaS Services or Website Services infringe intellectual property rights, subject to prompt notice and cooperation, provided, however, Airport One shall not be required to defend, indemnify and hold harmless the Client for (i) any third-party claims arising from or relating to the use of Client Materials or (ii) claims resulting from the willful misconduct of the Client.

By Client.

To the extent permitted by applicable law, Client will defend, indemnify, and hold harmless Airport One from any third-party claims, losses, costs, liabilities, expenses and damages arising from the (i) Client Materials (including allegations of infringement or unauthorized use), (ii) Client Responsibilities, (iii) the content and/or operation of Client’s hosted website, and/or (iv) Client’s misuse of the Services or client portal, provided, however, Client shall not be required to defend, indemnify and hold harmless Airport One from claims, losses, costs, liabilities, expenses and/or damages arising from the willful misconduct of Airport One.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL AIRPORT ONE BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

ADDITIONALLY, AIRPORT ONE IS NOT LIABLE IN ANY EVENT FOR SECURITY OF CLIENT-STORED CREDENTIALS OR INFORMATION, SECURITY OR CREDENTIAL BREACHES AND/OR INCIDENTS, UNAUTHORIZED ACCESS, THIRD-PARTY PLATFORM PERFORMANCE, PERFORMANCE ISSUES RELATING TO HOSTING, WEBSITE DOWNTIME, DATA LOSS, AND/OR HOSTING INTERRUPTIONS BEYOND ITS REASONABLE CONTROL.

AIRPORT ONE’S TOTAL LIABILITY WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED FEES (EXCLUDING ANY FEES AND/OR EXPENSES THAT WERE INCURRED BY AIRPORT ONE IN CONNECTION WITH THE SERVICES AND PASSED THROUGH TO THE CLIENT) PAID OR PAYABLE BY CLIENT IN THE 12 MONTHS PRECEDING THE CLAIM.

10. Miscellaneous

10.1 Governing Law.

These Terms shall be governed by the laws of the State of Wisconsin, without regard to conflict of laws principles.

10.2 Force Majeure.

Neither party is liable for delays due to events beyond its reasonable control (excluding payment obligations).

10.3 Relationship of Parties.

The relationship between Airport One and Client is that of independent contractors. Nothing contained in these Terms or any Order shall be construed as creating any agency, partnership, joint venture, employer or employee relationship, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

10.4 Assignment.

Subscriber shall not assign, transfer, delegate, or subcontract any of its rights or delegate any of its obligations under these Terms or any Order without the prior written consent of Airport One.

10.5 No Waiver; Severability.

No waiver of any provisions of these Terms will be effective unless agreed to in writing signed by the party expressly referencing these terms and waiving such provision. No oral agreement, course of performance, or other means other than a written agreement by both parties expressly providing for such waiver will be deemed to waive any provision of these Terms. In the event that any provision or portion of a provision herein is determined to be illegal, invalid, or unenforceable, the validity and enforceability of the remaining provisions will not be affected, and in lieu of such provision, a provision similar in terms as is legal, valid, and enforceable will be added hereto.

10.6 Entire Agreement.

These Terms, including and together with any related Orders, exhibits, schedules, attachments, and appendices, constitutes the sole and entire agreement of Client and Airport One with respect to the subject matter contained herein and such related Orders, and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding such subject matter.

10.7 Notices.

To Airport One at the address above or hello@airportonellc.com; to Client as specified in the Order.

10.8 Publicity.

Airport One may refer to Client by name as a customer of the Services in its marketing and sales efforts, including on its website, customer lists, proposals, case studies, and promotional materials.

10.9 Titles.

The titles of sections in these Terms are for convenience only and do not limit or construe the meaning of any section.

10.10 Amendments to Orders.

No amendment to or modification of any Order is effective unless it is in writing, identified as an amendment to and signed by Airport One and Client. Client is not permitted to amend or otherwise modify these terms.

10.11 Successors and Assigns.

These Terms and each Order are binding on and inures to the benefit of Client and Airport One and their respective permitted successors and permitted assigns.

10.12 No Third-Party Beneficiaries.

These Terms and the Orders benefit solely Client and Airport One and their respective permitted successors and assigns and nothing in these Terms or any Order, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms or any applicable Order.