The following Terms of Service (the “Agreement”) is between you and your company (“Client”), and FlyTech, Inc. (“Agency”) (together known as the “Parties”), for the performance of marketing services (the “Services” or “Marketing Services”) as described in the selected monthly package option, which renews on a monthly basis.

The Parties agree as follows:

DEFINITIONS

1.1 “Agreement” means the entire contents of this document, together with any additional Schedules or Exhibits as may be attached hereto and incorporated by reference.

1.2 “Client Content” means all materials, information, photography, writings, and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables (as defined below).

1.3 “Copyrights” means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

1.4 Deliverables means the services and work product to be provided by Agency to Client, as outlined in the monthly package details selected by the Client. These details are provided in the payment link and will govern the scope of the Marketing Services provided by Agency each month.

1.5 “Agency Tools” means all tools developed and/or used by Agency in performing the Services, including, without limitation, pre-existing and newly developed software, including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions (whether or not patentable).

1.6 “Final Work” means the materials developed or created by Agency, or commissioned by Agency, exclusively for Client’s marketing activities and incorporated into and delivered as part of the Final Deliverables.

1.7 “Final Deliverables” means the final versions of Deliverables provided by Agency and approved and accepted by Client.

1.8 “Third Party Materials” means proprietary third-party materials which are incorporated into the Final Deliverables, including, but not limited to, stock photography or stock illustrations.

1.9 “Trademarks” means trade names, words, symbols, designs, logos, or other devices or designs used to designate the origin or source of goods or services.

INTELLECTUAL PROPERTY PROVISIONS

2.1 Client Content. Client Content, including all pre-existing Trademarks and copyrighted material, shall remain the sole property of Client, and Client shall be the sole owner of all rights in connection therewith. Client hereby grants to Agency a non-exclusive, non-transferable license to use, reproduce, and modify the Client Content in connection with Agency’s performance of the Services.

2.2 Third Party Materials. All Third Party Materials are the exclusive property of their respective owners. Agency shall inform Client of all Third Party Materials that may be required to perform the Marketing Services.

2.3 Assignment of Copyrights. Upon completion of the Services and conditioned upon full payment of all fees, costs, and out-of-pocket expenses due, Agency shall assign to Client all ownership rights, including any Copyrights, in and to any artworks or designs created by Agency for Client’s marketing activities.

FEES

3.1 In consideration of the Services to be performed by Agency, Client agrees to pay the Agency fees in the amounts and according to the Payment Terms as described in the selected monthly package.

3.2 In the process of performing the Services, Agency may need to incur expenses such as font licenses, software licenses, or stock photography. Agency will gain written approval for such expenses from Client before incurring them.

TIMING AND ACCEPTANCE

Agency shall prioritize the performance of the Services based on the selected monthly package. Client agrees to review Deliverables within the time identified for such reviews and to promptly either: (i) approve and accept the Deliverables in writing, or (ii) provide written comments and/or corrections sufficient to identify Client’s concerns.

CLIENT RESPONSIBILITIES

Client acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) Coordinating decision-making with other parties as needed; (b) Providing Client Content in a form suitable for reproduction or incorporation into the Deliverables; (c) Researching and providing industry-specific legal or other requirements related to Client Content; (d) Final proofreading of the Deliverables;

(e) Paying Agency’s fees, costs, and expenses on time.

RECOGNITION

Agency retains the right to reproduce, publish, and display the Final Deliverables for recognition of creative excellence or professional advancement. Client hereby grants Agency the right to use Client’s name and results from the Services on its website and in other media. Client testimonials may also be used by Agency in similar fashion.

CONFIDENTIAL INFORMATION

Each Party acknowledges that it may receive confidential information from the other Party, including Preliminary Works. Each Party agrees to maintain confidentiality, except as required by law or court order.

RELATIONSHIP OF THE PARTIES

Agency is an independent contractor. This Agreement does not create a partnership or joint venture. Agency shall determine the manner and means by which the Services are accomplished.

WARRANTIES AND REPRESENTATIONS

9.1 By Client. Client represents and warrants that it owns or has the right to use the Client Content provided and that it will not infringe the rights of any third party.

9.2 By Agency. Agency represents and warrants that the Services will be provided in a professional and workmanlike manner.

INDEMNIFICATION

Client agrees to indemnify Agency for any claims arising from Client’s breach of its obligations under this Agreement. Agency agrees to indemnify Client for any claims arising from Agency’s breach of its obligations.

TERM AND TERMINATION

11.1 This Agreement shall commence upon the Effective Date and continue for the duration of the monthly package, renewing each month unless terminated.

11.2 Either Party may terminate the Agreement by providing written notice at least 1 day before the next monthly billing cycle. Fees for the current month are non-refundable.

PAYMENT

All payments are due at the start of each monthly billing period. Client’s payment will be processed automatically based on the details provided in the payment link.

GENERAL

This Agreement is governed by the laws of New York, and any disputes will be settled by arbitration in New York, New York.