JET MAN PAY PLATFORM USE LICENSE AGREEMENT

Last modified: September 11th, 2020

Effective date: September 15th, 2020

Gathered

In Madrid, September 15th, 2020.

FROM ONE PART. –, GOPAY NAUTICAL S.L.U. with CIF B88410576 with address at Calle José Ortega y Gasset 22-24, office 509. THE CONTRACTOR.

AND THE OTHER PART. –  The CUSTOMER, whose name, company name, authorized representation agent, and address, identification number (D.N.I. O C.I.F), etc., has been recorded in the data collection form.

EXPOSE

  1. BCDA Aeronautical Solutions LLC (hereinafter BCDA), with tax identification number EIN 82-2904782 and domicile located at 14200 NW 42nd Ave suite 188, Opa Locka Florida 33054 owns the JET MAN PAY platform, that in the European territory and set in this agreement is JMP EUR.
  2. The CONTRACTOR is an official and exclusive representative in the European territory of the non-exclusive JMP EUR platform.
  3. The CONTRACTOR provides the service of making available for your use of the JMP EUR platform, as well as the websites, contents and products related there.
  4. The license to use in no case implies the transfer of the intellectual property of the platform. The license of use is, for non-exclusive use and in no case transferable to third parties.
  5. The CUSTOMER declares that he has the proper authorization to sign this contract. The CUSTOMER acknowledges that, by downloading, installing or using the JMP EUR platform, it accepts and is bound by this contract. If the CUSTOMER does not accept the terms of this agreement, he must not download, install and/or use the JMP EUR platform.
  6. The CUSTOMER acknowledges being interested in the provision of this service by The CONTRACTOR and acknowledges to the CONTRACTOR the qualifications, capacity, and experience necessary to provide it.
  7. The CUSTOMER declares that it knows and has verified the functionalities of the JMP EUR platform and that it considers it appropriate to its needs.
  8. The JMP EUR platform is for professional use only and the CUSTOMER undertakes to use it exclusively to obtain the information necessary for the performance of his professional activity.

As a result, the parties,

Agree

Subscribe to this user agreement for the use of the JMP EUR platform in accordance with the TERMS and CONDITIONS OF USE set forth below:

SPECIFIC SERVICES

The CUSTOMER agrees to contract the CONTRACTOR to provide the CUSTOMER with the following services (the “Services”):

For all CUSTOMERS:

  1. A platform (“JMP EUR”) for the management and payment of aviation-related services and tariffs worldwide. The app will be available for download from the Play Store for Android and App Store for IOS at no cost, as well as accessible from the website eu.jetmanpay.com.
  2. A CUSTOMER username and password, which will be created by the CUSTOMER in the registration process through the JMP EUR application or through the website eu.jetmanpay.com.
  3. A pin number of six (6) digits, created by the CUSTOMER during the registration process that will serve as a second authentication method required before the completion of each service transaction. The CUSTOMER may reset or modify this unique number through the website at any time.
  4. The functionality required to link credit cards (VISA, MASTERCARD and AMERICAN EXPRESS) to the E-WALLET service in the JMP EUR app for purchases of aviation-related services, fares and goods at partner airports or handling facilities worldwide.
  5. A web administrator available at: eu.jetmanpay.com, in which the CUSTOMER can process the settlement of invoices issued by the contractor’s airports or associated facilities worldwide, generate and manage reports for complete control of expenses.
  6. The Services will also include any other tasks related to the management and processing of invoices, which the Parties may agree on. To do so, it will be necessary to translate them in writing in this contract. THE CONTRACTOR agrees to provide such Services to the CUSTOMER.

For Airline, Air Freight and FBO CUSTOMERS:

  1. A virtual settlement method (the available balance and transactions made are available for review in the application by the CUSTOMER or on the website). With this payment method, the CUSTOMER may transfer funds to the CONTRACTOR and settle the fees related to airport or aeronautical services in which the CONTRACTOR or its associates may have agreements.
  2. The ability to designate up to fifteen (15) REVIEWERS or users who can approve the settlement of services and payments through the system. Reviewers must comply with the registration process.

TERMS OF USE OF SERVICES AND RESTRICTIONS

  1. Conditions. The provision of the Services by the CONTRACTOR is conditional on the recognition and agreement of the privacy policies of JMP EUR, available to the public at  www.gopaynauticlas.com
  1. THE CONTRACTOR as a representative and authorized agent for the distribution of the JMP EUR platform, has verified that these privacy policies comply with the GDPR requirements of the European Union (Regulation (EU) 2016/679) and provides adequate protection of your data and operations.

CONTRACT DURATION AND TERMINATION

  1. This contract shall take effect from the moment the customer enters the JMP EUR platform in accordance with the privacy policies or starts the registration process.
  2. By accessing or using the Services, you confirm your acceptance of being bound by these Terms. If you do not agree to any of these Terms, you will not be able to access or use the Services. These Terms expressly supersede previous agreements or agreements with you, including the terms and conditions you agreed on the JMP EUR application or website during a pre-registration process.
  3. In the event that a Party wishes to terminate this Agreement, that Party shall provide a 30-day written notice to the other Party.
  4. In the event that a Party violates a material provision of this Agreement, the non-infringing Party may terminate this Agreement immediately and require the infringing Party to unscath the non-infringing 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 CONTRACTING OBLIGATIONS will terminate upon termination of this Agreement.

Currency

  1. The currency is EUROS.

Fees 

  1. The CONTRACTOR will charge the CUSTOMER the management fees as follows:
    • The CUSTOMER will be charged for the service provided in accordance with Annex 1 “Tariff Program”. Rates will be increased by current taxes if applicable. The amount charged will be displayed on the web platform administrator page in the corresponding order before the completion of each transaction.
    • The CUSTOMER, the CONTRACTOR and the airport, aeronautical authority or aviation service provider will receive an email with a corresponding receipt for each transaction (established in the registration process of the CUSTOMER through the application). In this receipt, a reference number will be specified for the original airport invoice (or other third-party aviation facility with which the CONTRACTOR or associates have agreements with), the final amount paid, the settlement method used, the customer’s name, applicable fees, currency and date.
    • If for any reason the CUSTOMER has a positive balance (credit) with the CONTRACTOR and wishes to be reimbursed for the remaining funds, the CUSTOMER will send an email to: info@gopaynauticals.com with the details of the company’s bank information. The return time will be 10 business days after receipt of the return notice, and the recovery fee will be billed to the CUSTOMER in accordance with the terms in Annex1–Rate Program.
    • Funds transferred to the CONTRACTOR should apply only to purchase aviation-related services or fees on behalf of the CUSTOMER through the JMP EUR app and any other use is prohibited.
    • JMP EUR will only be used to settle invoices FROM SERVICE PROVIDERS THAT ARE REGISTERED WITH “THE CONTRACTOR”.

 

Confidentiality

  1. Confidential information (the “Confidential Information”) refers to any data or information related to the CUSTOMER’s business that would reasonably be considered the property of the CUSTOMER, including, but not limited to, accounting records, business processes and CUSTOMER records in the CUSTOMER’s industry and where disclosure of such Confidential Information could reasonably be expected to cause harm to the CUSTOMER. THE CONTRACTOR agrees that it will not disclose, report or use, for any purpose, any confidential information obtained by the CONTRACTOR, except as authorized by the CUSTOMER or as required by law. Confidentiality obligations shall apply during the term of this Agreement and shall survive indefinitely upon termination of this Agreement.
  2. For additional information about what information we collect and how we use it, please refer to the privacy policy.

Intellectual property

  1. All intellectual property and related material (the “Intellectual Property”) developed or produced under this Agreement shall be the property of the CONTRACTOR. The CUSTOMER is granted a non-exclusive limited use license of this Intellectual Property in order to make use of the JMP EUR platform.
  2. The title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively in the possession of the CONTRACTOR, as provided in the privacy policy available in WWW.GOPAYNAUTICALS.COM  and is accepted by the CUSTOMER in the registration process or by email. Upon expiration or termination of this Agreement, the CONTRACTOR shall return to the CUSTOMER any property, documentation, record or Confidential Information owned by the CUSTOMER in accordance with the provisions of the policies specified and accepted by the CUSTOMER in the registration process.

Capacity/Independent CONTRACTOR

  1. By providing the Services under this Agreement, you expressly agree that the CONTRACTOR is acting as a separate CONTRACTOR and not as an employee. THE CONTRACTOR and THE CUSTOMER acknowledge that this Agreement does not create a partnership or joint venture between them and is solely a license agreement for the use of a software.

Notice

  1. All notices, requests for information, requests or other communications necessary or permitted by the terms of this Agreement shall be given in writing and delivered to the CONTRACTOR at the following address:

CONTRACTOR AND MAIL ADDRESS

  • Name: GOPAY Nauticals S.L
  • Email: info@gopaynauticals.com
  • Address: Calle Jose Ortega y Gassett 22-24 509 Madrid, 28006
  • Phone: +34696320448
  • Or to any other address that either Party may notify the other party and will be deemed to be delivered correctly (a) immediately after being personally notified, (b) two days after being deposited into the postal service if notified by registered mail, or (c) the next day after being deposited with a courier overnight.

The Address for the customer’s case will be the one specified by the customer through its registration process:

NOTE:  It is understood under the terms of this Agreement, that it is the customer’s obligation to notify the change of address via email or other written method to the address provided by the CONTRATCTOR.

Representations and warranties; Resignation

  • Faculty to hire. The CUSTOMER represents and warrants that it has the necessary authority to enter into this Agreement on behalf of itself or the entity it represents, as applicable. If you agree to this Agreement in connection with your use of the Services on behalf of any entity, the CUSTOMER acknowledges and agrees that this Agreement will apply against such entity.
  • Limited Warranty for Service. If the CUSTOMER has paid fees under this software license use agreement, the CONTRACTOR represents and warrants that the Service will operate substantially as described in the product descriptions made available on the Website. The CUSTOMER must notify the CONTRACTOR in writing of any alleged breach, error and/or mishap in the use of the JMP EUR application. Upon receipt of such notice, the CONTRACTOR will make commercially reasonable efforts to remedy or correct the error or problem.

The CONTRACTOR shall guarantee the provision of the services described in this contract to the CUSTOMER and confines its responsibility only to the provision thereof. The CUSTOMER declares to know and accept the limited liability of the CONTRACTOR to the services agreed in this contract.

  • Resignation. Because the platform provided for by JMP EUR is based on software, hardware, and Internet systems, continued or uninterrupted access and use of the site cannot be guaranteed. It is clarified that the system may not be available due to incidental or force majeure cases, as well as technical difficulties or internet errors, or by any other circumstance outside of JMP EUR; in such cases, an attempt will be made to restore it as quickly as possible without any liability being imposed on the Contractor. The Contractor shall not be liable for any errors or omissions contained on its website. Users may not hold him liable or demand payment for loss of profit, by virtue of damages resulting from technical difficulties or errors in the systems or on the Internet; and therefore, the CUSTOMER acknowledges that the Service may experience periods of downtime, including but not limited to scheduled maintenance. THE CONTRACTOR DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, OR WORK WITHOUT INTERRUPTIONS OR INACTIVITY TIMES, AND DOES NOT PROVIDE REPRESENTATIONS AND WARRANTIES WITH RESPECT TO THIRD PARTY APPLICATIONS, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR IT.
  • THE CONTRACTOR is NOT a transportation company. THE CONTRACTOR provides a non-exclusive, non-transferable software use license to third parties. THE CONTRACTOR does not own or operate any installation and is NOT RESPONSIBLE UNDER ANY CONCEPT OF POSSIBLE EVENTS OR EVENTS THAT OCCUR IN SUCH INSTALLATIONS. Aviation service facilities are operated by companies with which the CONTRACTOR has contractual relationships, but the CONTRACTOR is not responsible for the actions taken by such companies or facilities. THE LIABILITY OF THE CONTRACTOR IS LIMITED TO THE AGREEMENTS PROVIDED IN THIS AGREEMENT.
  • THE CONTRACTOR DOES NOT PROVIDE TRANSPORTATION SERVICES AND IS NOT A CARRIER. THE CONTRACTOR DOES NOT INTEND TO PROVIDE TRANSPORTATION SERVICES OR ACT IN ANY WAY AS A CARRIER AND HAS NO LIABILITY FOR THE TRANSPORT SERVICES OFFERED BY THE CUSTOMER OR PROVIDED TO THE CUSTOMER.
  • THE CONTRACTOR declares and warrants
    • It has the necessary authority issued by airports and aeronautical service providers, to provide management services on behalf of clients.
    • In the event of any contingency in payment to aeronautical authorities or aeronautical service providers, the CONTRACTOR guarantees the return of deposited funds at no cost.

Compensation

  1. Except to the extent paid in the agreement of any applicable insurance policy, 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 successors and assigns permitted against any claim, loss, damage, liability, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or , resulting from or arising out of any act or omission of the indemnifying party, their respective directors, shareholders, affiliates, officers, agents, employees and permitted successors and assigns that occur in connection with this Agreement. This compensation shall survive termination of this Agreement.
  2. THE CONTRACTOR agrees to comply with all local, state laws, orders, directives and regulations applicable to this agreement and will require its subcontractors, third party suppliers and agents to comply with the same laws and regulations.

Amendment to the Agreement

  1. THE CONTRACTOR may modify this Agreement at any time. The modifications shall take effect upon the publication by the CONTRACTOR of such updated Terms at this location or in the amended policies or supplemental terms or documents in the applicable Services. Your continued access to or use of the Services after such posting confirms your consent to be bound by the Terms, as amended. If the CONTRACTOR changes these Terms after the date you first agreed to the Terms (or any subsequent changes to these Terms), you may reject such change by providing the CONTRACTOR with written notice of such rejection within 30 days of the date such change took effect, as indicated on the prior “Effective” date. This written notice must be provided by any means to prove its effective receipt, preferably it must be by email from the email address associated with your Account to: info@gopaynauticals.com . However, to be effective, the notice must include your full name and clearly indicate your intention to reject changes to these Terms.

Allocation

  1. THE CONTRACTOR shall not voluntarily or voluntarily assign or transfer its obligations under this Agreement without the prior written consent of the CUSTOMER.

Titles/Headers

  1. Headings are inserted solely for the convenience of the Parties and should not be taken into account when interpreting this Agreement.

Applicable law

  1. The parties submit to the jurisdiction of the Courts and Tribunals of Madrid for the interpretation or performance of this contract, expressly waiving their own jurisdiction if they have it.

In all the provisions of the contract, the parties submit to the legislation in force.

Divisibility

  1. In the event that any provision of this Agreement is held to be invalid or unenforceable in whole or in part, all other provisions shall remain valid.
  2. The CONTRACTOR signs below and the CUSTOMER conforms to the terms by accessing and using the web services provided by the CONTRACTOR.

GOPAY Nauticals S.L

ANNEX1

Tariffs Program

Fee Description Amount
Application fee for airline CUSTOMERS, air cargo and FBO Fee for the use of web services, digital transaction backup and settlement tools. 0% additional of each amount billed
Application fee for private operators and other CUSTOMERS Fee for the use of web services, digital backup of invoices and settlement tools. an additional 2% of each amount billed
Recovery fee Charge charged to recover bank-related expenses when the CUSTOMER requests the return of the available credit. 50. 00 Euros
Non-CUSTOMER rate The fee corresponds to bank transfers or deposits made by customers not registered on behalf of the REGISTERED CUSTOMER without the authorization of the CONTRACTOR. 300.00 Euros + Recovery Fee

NOTE: The rates specified in ANNEX I will be increased by the taxes in force at any time (if applicable).

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