CLIENT SERVICE AGREEMENT

Last modified: September 1st, 2020

Effective date: September 15th, 2020

BETWEEN:

(the “Client”)

– AND –

BCDA Aeronautical Solutions LLC 

14200 NW 42nd Ave suite 188

Opa Locka, Florida 33054

(the “Contractor”).

WHEREAS,

  1. This Service agreement  (“Terms”) govern Client’s access or use of the applications, websites, content, products, and services (the “Services”) made available by BCDA Aeronautical Solutions LLC (“BCDA”), and attaches to its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “the contractor”).
  2. The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities to provide services to the Client.
  3. The Contractor agrees to provide such services to the Client on the terms and conditions set out in this Agreement.

NOW THEREFORE, in consideration of the premises and the mutual covenants set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto covenant and agree as follows.

Service Provided

JET MAN PAY is an Internet-based service providing secure transaction management between buyers and sellers of goods and services. The service intends to relieve the buyer of the risk of paying for an item or service that the buyer does not receive and relieve the seller of the risk of providing an item or service and not receiving valid payment for it. JET MAN PAY provides a platform for the negotiation of a sale, including description of the transaction, terms, freight, and insurance specifications, warranties, price, and performance deadlines. The system also allows both parties to monitor each step of the transaction and notifies the parties when further action is required.

The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):

For all clients:

  1. An App (“JET MAN PAY”) for management and payment of aviation related services and fees worldwide. The App will be available for download from Play store for Android and App Store for IOS at no cost, as well as accessible from the website app.jetmanpay.com.
  2. Configuration of Client’s credentials, including username and password created by the client in the registration process through the JET MAN PAY app or through the website app.jetmanpay.com.
  3. A six (6) digit pin number, created by the client during the registration process that will serve as a second authentication method required before the completion of each service transaction. The client may reset or modify this unique number on the website at any time.
  4. The ability to save credit card information (VISA, MASTERCARD and AMERICAN EXPRESS) in the E-WALLET service of the JET MAN PAY app and process payments for aviation related services, fees and goods at partner airports or handling facilities worldwide.
  5. An administrator platform – app.jetmanpay.com – where the client can process settlement of invoices issued by Contractor’s partner airports or facilities worldwide, generate and manage reports for complete control of expenses.
  6. The Services will also include any other tasks related to managing and processing invoices, which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.

For Airline, Air Cargo and FBO clients:

  1. Virtual settlement. With this method of payment, the client is able to transfer funds to the Contractor and settle related fees at participating airports or handling facilities worldwide (available balance and transaction activity is available for review on the client app or website).
  2. The ability to designate up to fifteen (15) REVIEWERS, or users that can approve settlement of invoices and payments thru the system. Reviewers must comply with the registration process.

Use of the services; restrictions

  1. Conditions. Contractors’ provision of the Services is conditioned on Clients’ acknowledgement and agreement of the PRIVACY POLICY, available to the public at https://jetmanpay.com/privacy-policy/.

Term and termination

  1. The term of this Agreement (the “Term”) will begin on the Effective Date and will remain in full force and effect until termination as provided in this Agreement.
  2. By accessing or using the Services, you confirm your agreement to be bound by these Terms. If you do not agree to any of these Terms, you may not access or use the Services. These Terms expressly supersede prior agreements or arrangements with you including terms and conditions you agreed to on the JET MAN PAY application or website during a prior registration process.
  3. In the event that a Party wishes to terminate this Agreement, that Party will be required to provide a 30 days’ written notice to the other Party.
  4. In the event that a Party breaches a material provision of this Agreement, the non-defaulting Party may terminate this Agreement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
  5. This Agreement may be terminated at any time by mutual agreement of the Parties.
  6. Except as otherwise provided in this Agreement, the obligations of the Contractor will end upon the termination of this Agreement.

Performance

  1. The Parties agree to take the legal steps necessary to ensure that the terms of this Agreement take full effect.

Currency

  1. The currency is United States Dollars USD.

Compensation

  1. The Contractor will charge the Client for management fees as follows (the “Compensation”):
    • The client will be charged for the service as according to Attachment 1 “Schedule of Fees”. The exact fee charged will be shown on the app and web administrator page in the corresponding invoice before the completion of each transaction.
    • The client, contractor and airport or aviation facility will receive an email (at the email address set by the user during the registration process) with a corresponding receipt for each transaction. The receipt will indicate a reference number for the original airport invoice (or other third-party aviation facility the contractor or affiliates may have agreements with worldwide), the final paid amount, settlement method used, client name, applicable fees, currency and date
    • If for any reasons the Client has positive credit with the contractor and wants the remaining funds  to be returned, the Client should send an email to: info@bcdaero.com, with details of the company bank information. The return time will be 5 to 10 business days after the reception of the return notice, and the recovery fee will be invoiced to the client according to the terms in Attachment 1 – Schedule of fees.
    • The funds transferred to the contractor are to be applied only to purchase aviation related services or fees on the client’s behalf through the app JET MAN PAY and are prohibited for any other use.

Confidentiality 

  1. Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the client which would reasonably be considered to be property of the client including, but not limited to, accounting records, business processes, and client records and where the release of such Confidential Information could reasonably be expected to cause harm to the Client. Except as authorized by the Client or as required by law, the Contractor agrees that it will not disclose, divulge, reveal, report or use any confidential information which the Contractor has obtained for the purpose of providing the Service. The obligations of confidentiality will apply during the term of this Agreement and will survive indefinitely upon termination of this Agreement.
  2. For additional information regarding what information we collect and how we use it please refer to the privacy policy, available at https://jetmanpay.com/privacy-policy/.

Ownership of intellectual property

  1. All intellectual property and related material (the “Intellectual Property”) that is developed or produced for the purpose of providing the Service will be the property of the Contractor. The Client is granted a non-exclusive limited-use license of this Intellectual Property for purposes of making use of the JET MAN PAY application.
  2. Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor as provided in the privacy policy available at https://jetmanpay.com/privacy-policy/ and accepted by the client in the registration process. Upon the expiration or termination of this Agreement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client as provided in the policies specified and accepted by the client in the registration process.

Testimonial Consent

  1. Client understands that testimonials showing information such as name, logo and business relationship may be used in connection with publicizing and promoting JET MAN PAY. Client authorizes the Contractor to use its name, logo, company description and statements made during the course of their relationship to promote the service on its website or publications. Client hereby irrevocably authorizes Contractor to copy, exhibit, publish or distribute the Testimonial for purposes of publicizing contractor’s services or for any other lawful purpose. These statements and identifying information may be used in printed publications, multimedia presentations, on websites or in any other distribution media. Client agrees that it will make no monetary or other claim against Contractor for the use of the testimonial. Client hereby holds harmless and releases Contractor from all claims, demands and causes of action which itself, its heirs, representatives, executors, administrators or any other persons acting on its behalf have or may have by reason of this authorization.

Capacity/Independent Contractor

  1. In providing the Services under this Agreement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Agreement does not create a partnership or joint venture between them and is exclusively a contract for service. The Client is not required to pay, or make any contributions to, any social security, local, state or federal tax, unemployment compensation, workers’ compensation, insurance premium, profit-sharing, pension or any other employee benefit for the Contractor during the Term. The Contractor is responsible for paying, and complying with reporting requirements for, all local, state and federal taxes related to payments made to the Contractor under this Agreement.

Notice

  1. All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the following addresses:

CONTRACTOR ADDRESS AND EMAIL

  • Name:  BCDA Aeronautical Solutions LLC 
  • Email: info@bcdaero.com
  • Address: 14200 NW 42nd Ave suite 188, Opa Locka 33054.
  • Telephone: +19548924361

CLIENT ADDRESS AND EMAIL

  • Client’s address and email will be specified by the client during the registration process. Both parties agree that it is mandatory to notify the other party of any changes in the address or email provided as contact information.

Representations and warranties; disclaimer

  1. Authority Warranty. Clients represent and warrant that they have the necessary authority to enter into this Agreement on behalf of themselves or the entity they are representing. If the client is accepting this Agreement in connection with its use of the Services on behalf of any entity, the client acknowledges and agrees that this Agreement will be enforceable against such entity.
  2. Limited Warranty for Service. JET MAN PAY represents and warrants that the Service will operate substantially as described in the online product descriptions published by JET MAN PAY and made available on its website. The Client must notify JET MAN PAY in writing of any alleged failure to comply with this warranty within thirty (30) days of such occurrence. Upon receipt of such notice, JET MAN PAY will make reasonable efforts to cure or correct the failure.
  3. The client acknowledges that the Service may experience periods of downtime, including but not limited to scheduled maintenance. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, THE CONTRACTOR MAKES NO REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICE, PROFESSIONAL SERVICES, WORK PRODUCT, AND ANY INFORMATION OR MATERIALS RELATED THERETO OR MADE AVAILABLE THEREFROM, WHETHER EXPRESS OR IMPLIED. BCDA SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ACCURACY. BCDA DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE OR OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME AND MAKES NO REPRESENTATIONS AND WARRANTIES WITH RESPECT TO ANY THIRD-PARTY APPLICATIONS, AND EXPRESSLY DISCLAIMS ALL RESPONSIBILITY THEREFOR.
  4. The contractor is NOT a Transportation Company. BCDA provides a service to enable settlement for goods or services at certain facilities. The contractor does not own or operate any facility and is NOT RESPONSIBLE FOR ANY FACILITY OR EVENTS THAT OCCUR AT SUCH FACILITIES. Aviation services facilities are operated by companies which the contractor has contractual relationships with, but the contractor is not responsible for actions taken by such companies or facilities.
  5. BCDA DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A TRANSPORTATION CARRIER. BCDA DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A TRANSPORTATION CARRIER AND HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES BY YOU OR PROVIDED TO YOU.
  6. Contractor hereby represents and warrants
    • That it has all right and title to the intellectual property utilized in the application that will be used to provide the Services.
    • That it has been given authority by Aviation Third parties, Airports and handling facilities posted on the app’s website as authorized stations to collect funds from Clients on their behalf for payment of services provided to Clients.
    • That it will safeguard all funds deposited in custody with Contractor to the fullest extent possible and shall ensure that payments made to Contractor are received by the Aviation Third parties, Airports and handling facilities posted on the  website as authorized stations, according to the terms accepted between the Contractor or his affiliates and aviation third parties, Airports and handling facilities.

Indemnification

  1. Except to amounts previously paid in settlement by any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement. This indemnification will survive the termination of this Agreement.
  2. Contractor agrees to comply with all applicable local, state and federal laws, orders, directives and regulations and will require its subcontractors, third party providers and agents to comply with the same laws and regulations, including, but not limited, to the following:
    • Export Control and Import Laws and Regulations.  Contractor will comply with all applicable Trade Compliance laws and regulations, including, but not limited to, those of the U.S. and all countries where the Contractor operates in connection with its activities under this Agreement. Channel Partner further agrees to comply with all U.S. export control and sanctions laws (g., the Arms Export Control Act (22 U.S.C §§ 2751); the Export Administration Act (50 U.S.C. § 2401); the International Emergency Economic Powers Act (50 U.S.C. § 1701); the Trading with the Enemy Act (50 U.S.C. App. §1); the International Traffic in Arms Regulations (22 C.F.R. Chapter. I, Subchapter M, Parts 120 -130); and the Export Administration Regulations (15 C.F.R. Chapter VII, Subchapter C, Parts 730 – 774)).
    • Denied Parties. Contractor will ensure that no person, or group of persons, who owns, or acquires a controlling interest in Contractor, or who serves as a sub-contractors is: (i) listed on the Specially Designated Nationals and Blocked Person List maintained by the Office of Foreign Assets Control of the U.S. Department of the Treasury (“OFAC”);  (ii) any other lists maintained by the U.S. Department of Commerce, Bureau of Industry and Security; the U.S. Department of State, Directorate of Defense Trade Controls; or  (iii) identified in an authorizing statute or a U.S. Executive Order identifying blocked parties or sanctions (hereinafter “Denied Party”).  Contractor acknowledges that information regarding U.S. Denied Parties, embargoes and sanctions is readily available on the website of the U.S. Department of the Treasury, Office of Foreign Assets Control at http://www.treas.gov/ofac.  Contractor will notify the client in the event any Denied Party acquires any ownership interest in Contractor or any sub-contractor.

Modification of Agreement

  1. The contractor may amend this service agreement from time to time. Amendments will be effective upon the contractor’s posting of such updated Terms at this location or in the amended policies or supplemental terms on the applicable Service(s). Your continued access or use of the Services after such posting confirms your consent to be bound by the Terms as amended. You may reject any such change by providing the contractor written notice of such rejection within 30 days of the date such change became effective, as indicated in the “Effective” date above. This written notice must be provided either (a) by mail or hand delivery or (b) by email from the email address associated with your Account to: info@bcdaero.com In order to be effective, the notice must include your full name and clearly indicate your intent to reject changes to these Terms.

Assignment

  1. The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Agreement without the prior written consent of the Client.

Titles/Headings

  1. Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement.

Gender

  1. Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.

Regulatory

According to the 2011 MSB Final Rule, 76 FR at 43594, individuals or companies that only transmit funds as an integral part of a sale of goods or provision of services, are not money transmitters. BCDA’s activities are integral to its provision of transaction management services. In order to provide assurances that the buyer has enough resources to pay for the goods and services, on the one hand, and that those resources will not be released until the transaction is completed according to the purchase agreement on the other, BCDA must have control of the funds and hold them in custody until the pre-established conditions for the funds to be paid to the seller or returned to the buyer are met. If the conditions are met, the funds are released accordingly. The acceptance and transmission of funds by BCDA is an integral part of the overall exchange of goods or services transacted by the parties (e.g. Client and Airport). Accordingly, BCDA is not deemed to be a money transmitter, as that activity is defined by the US Treasury Department, and neither state nor federal regulations currently govern its business model.

Governing Law

  1. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to any choice of law or conflict of law provisions. The Parties consent to the exclusive jurisdiction and venue in the courts of the 11th Judicial Circuit Court of Florida in the city of Miami.

Severability

  1. In the event that any of the provisions of this Agreement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Agreement.
  2. IN WITNESS WHEREOF the contractor signs below and the client is in accordance with the terms by accessing and using the web services provided by the contractor.

BCDA Aeronautical Solutions LLC

ATTACHMENT 1

 SCHEDULE OF FEES

FEE DESCRIPTION AMOUNT
Management Fee Fee assessed to recover bank-related expenses (applies for each transfer received from the client that is equal or below $ 1,500). $20
App Fee for airline, air cargo and FBO clients Fee for the use of the web services, digital backup of invoices and settlement tools.  0 % of each amount invoiced
App Fee for private operators and other clients Fee for the use of the web services, digital backup of invoices and settlement tools.  2 % of each amount invoiced
Recovery fee Fee assessed to recover bank-related expenses when a return of available credit is requested by the client. $50
Non client fee fee related to wire transfers or deposits performed by non-registered clients on behalf of the registered client without authorization or clearance from the contractor. $300 + Recovery fee

 

 

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