WINGMAN AERO MASTER SERVICES AGREEMENT

WINGMAN AERO MASTER SERVICES AGREEMENT (CLICKWRAP)

PLEASE READ THIS AGREEMENT CAREFULLY. BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE AND/OR BY SUBMITTING PAYMENT THROUGH THE CHECKOUT PROCESS, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREED TO BE LEGALLY BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE, DO NOT PROCEED WITH PAYMENT OR USE THE SERVICES.

1. PARTIES AND ACCEPTANCE

This Master Services Agreement (the “Agreement”) is a legally binding agreement between you (“Client,” “you,” or “your”) and Horizon Expansions Group LLC, a South Dakota limited liability company doing business as Wingman Aero (“Wingman Aero,” “Service Provider,” “we,” “us,” or “our”).

This Agreement is entered into electronically via clickwrap acceptance prior to payment submission and becomes effective immediately upon Client’s acceptance.

Client may be a business entity, individual consumer, or independent contractor, including but not limited to flight schools, aviation businesses, or individual certified flight instructors (“CFIs”).

2. SERVICES

Wingman Aero provides digital marketing, advertising management, automation, and related client acquisition services (the “Services”) as further described in Schedule A (Scope of Services), which is incorporated by reference.

Wingman Aero may modify, enhance, or adapt the manner in which the Services are delivered in its reasonable discretion, provided that such changes do not materially reduce the overall nature of the Services purchased.

Any tasks or functions reasonably necessary to perform the Services shall be deemed included, even if not expressly listed.

3. NON-EXCLUSIVITY

This Agreement is non-exclusive. Either party may engage third parties for similar or competing services.

4. SERVICE TERM

The service term begins on the date Wingman Aero launches paid advertising campaigns on Client’s behalf (the “Launch Date”) and continues for approximately ninety (90) days, unless otherwise terminated in accordance with this Agreement (the “Service Term”).

Wingman Aero’s internal records shall govern determination of the Launch Date.

5. FEES, PAYMENT, AND ADVERTISING SPEND

5.1 Fees

Client agrees to pay the service fee presented at checkout for the selected engagement tier or custom plan (the “Service Fee”). The Service Fee is disclosed prior to payment and is not contingent on results unless expressly stated otherwise in this Agreement.

5.2 Payment Authorization

By submitting payment, Client authorizes Wingman Aero to charge the selected payment method for all amounts due. Payments are non-refundable except as expressly provided in this Agreement.

5.3 Advertising Spend

Advertising spend (“Ad Spend”) is separate from the Service Fee and is paid directly by Client to advertising platforms. Certain service assurances or guarantees may require Client to maintain a minimum daily advertising budget, the amount of which varies by engagement level or custom plan and is disclosed during onboarding.

Failure to maintain required Ad Spend relieves Wingman Aero of any performance-related obligations.

6. ENGAGEMENT TYPES AND PERFORMANCE ASSURANCES

Wingman Aero offers multiple engagement levels and may also offer custom or modified plans. Engagement details, including pricing, minimum advertising spend, and any applicable service assurances, may vary and are disclosed prior to purchase or during onboarding.

Unless expressly stated otherwise, no guarantees apply to individual consumers or individual CFIs.

6.1 Conditional Service Assurance (Business Clients Only)

Certain engagements may include a conditional service assurance relating to the generation of a minimum number of Booked Discovery Flights, subject to full compliance with this Agreement.

Wingman Aero’s obligations under any such assurance are expressly conditioned upon Client’s compliance with all requirements of this Agreement, including but not limited to: - Maintaining required Ad Spend; - Timely communication; - Accurate reporting; - Completion of onboarding requirements; and - Meeting minimum conversion or operational thresholds, if applicable.

Client’s failure to meet any condition voids the service assurance.

6.2 Sole Remedy

If applicable and not voided, Client’s sole and exclusive remedy for failure to meet a stated service assurance shall be a prorated refund or credit calculated at Wingman Aero’s discretion, not to exceed the Service Fee paid.

7. DEFINITIONS

7.1 Booked Discovery Flight

A “Booked Discovery Flight” means a discovery flight appointment generated through Wingman Aero’s advertising, systems, or automation that is booked within ninety (90) days of the Launch Date.

For avoidance of doubt: - “Booked” refers to the date the booking is created, not the date the flight is scheduled to occur or fulfilled; - Attendance, completion, cancellation, or conversion of the discovery flight is not required unless expressly stated.

7.2 Discovery Flight

A “Discovery Flight” is an introductory flight experience offered by Client to prospective customers for evaluation purposes.

8. CLIENT OBLIGATIONS

Client agrees to: - Provide accurate and timely information; - Respond to communications within five (5) business days; - Complete onboarding requirements promptly; - Comply with all applicable laws, advertising policies, and platform requirements; - Accurately report outcomes when requested.

Failure to comply may relieve Wingman Aero of obligations and may result in suspension or termination of Services.

9. INTELLECTUAL PROPERTY

9.1 Wingman Aero IP

All software, systems, workflows, processes, and materials developed or used by Wingman Aero remain Wingman Aero’s exclusive intellectual property.

9.2 Client-Provided Materials License

Client grants Wingman Aero a non-exclusive, royalty-free, worldwide, perpetual license to use, reproduce, modify, adapt, publish, distribute, display, and create derivative works from any images, videos, logos, trademarks, or other materials provided by Client (“Client Materials”) for: - Performing the Services; - Marketing, promotional, portfolio, case study, and website use.

Client represents and warrants that it owns or has sufficient rights to grant this license and that Client Materials do not infringe third-party rights.

Client agrees to indemnify and hold harmless Wingman Aero from any claims arising from Client Materials.

10. CONFIDENTIALITY

Each party agrees to protect the other’s confidential information and to use it solely for purposes of performing under this Agreement.

11. LIMITATION OF LIABILITY

To the maximum extent permitted by law, Wingman Aero shall not be liable for any indirect, incidental, consequential, punitive, or special damages, including lost profits or business interruption.

Wingman Aero’s total liability shall not exceed the Service Fee paid by Client.

12. TERMINATION

Wingman Aero may suspend or terminate Services immediately for Client’s breach. Termination does not relieve Client of payment obligations accrued prior to termination.

13. UNILATERAL MODIFICATIONS

Wingman Aero reserves the right to modify this Agreement at any time. Updated terms will be posted or presented electronically. Continued use of the Services after notice constitutes acceptance of the revised Agreement.

14. DISPUTE RESOLUTION; CLIENT EXPENSE

Any dispute arising under this Agreement shall be resolved exclusively through binding arbitration in South Dakota, administered by an arbitrator selected by Wingman Aero.

Client agrees: - To waive any right to class actions; - To bear all arbitration, filing, and legal costs incurred by Client; - That venue and governing law shall be South Dakota.

15. GOVERNING LAW

This Agreement shall be governed by the laws of the State of South Dakota, without regard to conflict-of-law principles.

16. MISCELLANEOUS

This Agreement constitutes the entire agreement between the parties;

If any provision is unenforceable, the remainder remains in effect;

Failure to enforce any provision is not a waiver;

Client may not assign this Agreement without Wingman Aero’s consent.

BY CLICKING “I AGREE” AND SUBMITTING PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT AND THAT IT IS LEGALLY BINDING.

SCHEDULE A – SCOPE OF SERVICES

Wingman Aero may provide, as applicable: - Advertising strategy and campaign creation; - Paid ad management and optimization; - Funnel and landing page development; - CRM, automation, email, and SMS workflows; - Reporting dashboards and performance tracking.

Specific deliverables may vary by engagement level or custom plan.

SCHEDULE B – ENGAGEMENT LEVELS AND CONDITIONAL SERVICE ASSURANCES

Wingman Aero currently offers multiple standard engagement levels, which may include differing service fees, minimum advertising spend requirements, and conditional service assurances. These engagement levels are presented to Client at checkout or during onboarding and may be modified, replaced, or supplemented by custom plans at Wingman Aero’s discretion.

STANDARD ENGAGEMENT LEVELS (BUSINESS CLIENTS ONLY)

Wingman Aero offers the following standard engagement levels to qualifying business clients. Each engagement level includes a defined conditional service assurance relating to Booked Discovery Flights, subject to the Client’s full and continuous compliance with the Master Services Agreement.

Engagement Levels

Standard Engagement
Includes a conditional service assurance of thirty-five (35) Booked Discovery Flights during the applicable service term, provided that Client maintains a minimum advertising spend of fifty United States Dollars ($50.00) per day.

Tailwind Engagement
Includes a conditional service assurance of fifty (50) Booked Discovery Flights during the applicable service term, provided that Client maintains a minimum advertising spend of eighty United States Dollars ($80.00) per day.

Executive Engagement
Includes a conditional service assurance of seventy (70) Booked Discovery Flights during the applicable service term, provided that Client maintains a minimum advertising spend of one hundred ten United States Dollars ($110.00) per day.

Guarantee Fulfillment Period

Any applicable conditional service assurance shall be measured over a ninety (90) day period beginning on the Launch Date of Client’s advertising campaigns. Booked Discovery Flights must be booked within this ninety (90) day period to be counted toward fulfillment of the applicable assurance.

No Guarantees for Consumers or Individual CFIs

Unless expressly stated in writing by Wingman Aero, individual consumers and individual CFIs are not entitled to any service assurances or guarantees, regardless of engagement level.

Wingman Aero reserves the right to modify engagement structures, assurance thresholds, or eligibility requirements for future engagements or custom plans without amending this Agreement, provided that such terms are disclosed prior to purchase.

BY CLICKING “I AGREE” AND SUBMITTING PAYMENT, YOU ACKNOWLEDGE THAT YOU HAVE READ AND ACCEPTED THIS AGREEMENT AND THAT IT IS LEGALLY BINDING.