Platform Terms & Conditions

THESE TERMS INCORPORATE BY REFERENCE ANY ADDITIONAL POLICIES, GUIDELINES, ADDENDA, ORDER FORMS, STATEMENTS OF WORK, OR SUPPLEMENTAL TERMS MADE AVAILABLE BY HILO AVIATION, INC. ("HILO" OR THE "COMPANY") FROM TIME TO TIME, AS WELL AS ANY FUTURE MODIFICATIONS TO THE FOREGOING MADE IN ACCORDANCE WITH THESE TERMS (COLLECTIVELY, THE "AGREEMENT").

YOU REPRESENT AND WARRANT THAT YOU HAVE THE FULL LEGAL AUTHORITY TO ENTER INTO THIS AGREEMENT ON BEHALF OF THE ORGANIZATION YOU REPRESENT AND TO BIND SUCH ORGANIZATION TO THESE TERMS.

IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE TO THESE TERMS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT ACCESS OR USE THE PLATFORM.

YOU ACKNOWLEDGE THAT YOU HAVE HAD THE OPPORTUNITY TO CONSULT WITH LEGAL COUNSEL OF YOUR CHOOSING REGARDING THESE TERMS.

You may request a printed copy of Terms by sending a request to legal@hiloaviation.com.

These Terms govern your access to and use of the Hilo Aviation software platform made available by Hilo Aviation, Inc. ("Hilo" or "Company") (the "Platform").

The Platform is a modular, cloud-based system designed to support aviation operations and may include, without limitation, functionality related to scheduling, training and learning management, safety and risk management, maintenance tracking, customer relationship management, billing and financial workflows, communications, reporting and analytics, and associated mobile applications.

Hilo may add, modify, enhance, discontinue, or rebrand features or modules of the Platform from time to time in its discretion, provided that such changes do not materially reduce the overall core functionality of the Platform in the aggregate.

Professional Services. "Services" may include optional professional services purchased separately, such as onboarding, implementation, integrations, data migration, curriculum structuring, white-glove configuration, or custom development (collectively, "Professional Services"). Professional Services are not included in the Platform subscription and are provided only pursuant to a separate Statement of Work ("SOW") or other written agreement executed by the parties.

When you place an Order or access the Platform, you agree to be bound by these Terms and all applicable laws, regulations, and industry requirements, including aviation-related requirements (FAA, EASA, ICAO, or local equivalents as applicable to Customer's operations).

Use of the Platform requires supported hardware, software, and internet connection. Customer is responsible for ensuring its systems function properly and meet minimum technical requirements published by Hilo. If Customer accesses the Platform through a mobile application obtained from Apple's App Store or Google Play, Customer also agrees to comply with the applicable store terms and acknowledges that the store provider is not responsible for the Platform.

These Terms constitute the entire agreement governing Platform access unless additional terms are presented for specific features or modules, in which case such additional terms will control to the extent they are inconsistent with these Terms.

Hilo's Privacy Policy, security practices, and any applicable Data Processing Addendum ("DPA") are incorporated by reference and apply to Customer Data.

In the event of a conflict, the following order of precedence applies: (1) the applicable Order Form; (2) these Terms (for Platform access and use); and (3) any Statement of Work or separate services agreement (for Professional Services only).

Hilo reserves the right to modify these Terms at any time. If modifications materially impact Customer rights or obligations, Hilo will provide notice and may require acceptance of updated Terms before continued use of the Platform.

Continued access or use of the Platform after any changes to these Terms constitutes agreement to and acceptance of the updated Terms.

To access the Platform, Customer and its Authorized Users must create accounts using accurate and up-to-date information. Customer is responsible for: maintaining the confidentiality of all account credentials; ensuring only authorized individuals access the Platform; all activity occurring under its accounts, whether authorized or unauthorized.

Authorized Users may include Customer's employees, contractors, or agents, provided they are bound by confidentiality obligations at least as protective as these Terms. Customer is fully responsible for all acts and omissions of its Authorized Users.

Accounts are not transferable and may not be shared with individuals outside Customer's organization. Customer must notify Hilo immediately upon becoming aware of any unauthorized access or security breach.

Subscriptions grant Customer and its Authorized Users access to the Platform modules and features listed in the applicable Order Form ("Subscription"). Subscriptions are typically annual in duration, unless otherwise specified in the Order Form.

5.1 Automatically Renewing Subscriptions. Unless otherwise specified in the Order Form, Subscriptions will automatically renew for additional one-year terms at the end of each Subscription Term, unless Customer provides written notice of non-renewal at least sixty (60) days prior to the end of the then-current Subscription Term.

5.2 Fees. Subscription fees are due and payable in full for the entire Subscription Term regardless of actual usage levels. Fees are non-refundable except as expressly provided in these Terms.

5.3 Cancellation. Customer may cancel a Subscription only in accordance with the renewal notice requirements set forth in Section 5.1 above. Mid-term cancellation is not permitted. Cancellation does not entitle Customer to any refund of fees paid or relieve Customer of its obligation to pay all fees due for the remainder of the Subscription Term.

5.4 Payment Method. Unless otherwise agreed in writing, payment may be made by invoice or by providing a valid payment method through Customer's account or Hilo's online checkout process. Credit card payments are subject to a processing fee of 2.9% plus $0.30 per transaction for domestic cards (or such other amount as charged by Hilo's payment processor). Current processing rates are available at stripe.com/pricing. Customer authorizes Hilo to charge the payment method on file for all applicable fees.

5.5 Price Adjustments. Hilo may adjust pricing for renewal Subscription Terms upon at least thirty (30) days' prior written notice to Customer.

Professional Services such as implementation, onboarding, custom integrations, onsite training, data migrations, and curriculum development may be available for additional fees beyond the Subscription.

These Services are not included in the base Subscription unless expressly stated in an Order Form and will be outlined in a separate SOW detailing scope, deliverables, timelines, and pricing.

Customer agrees to pay all fees listed in any Order Form or SOW in accordance with the payment terms specified therein. All fees are exclusive of applicable federal, state, local, and foreign taxes, duties, tariffs, and similar assessments ("Taxes"). Customer is responsible for all Taxes except those based on Hilo's net income.

Unless otherwise agreed in writing, amounts due will be charged immediately upon invoice issuance to the payment method on file within Hilo's platform. If Customer does not have a valid payment method on file or has arranged for payment by invoice outside of the platform, invoices are due and payable within thirty (30) days of the invoice date ("Net 30"). Late payments will accrue interest at the rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is less.

Customer must promptly notify Hilo of any changes to billing information, including contact details and payment methods.

Hilo may suspend access to the Platform if (i) a payment method on file is declined or a charge fails and remains unpaid, or (ii) any invoiced amount remains unpaid beyond thirty (30) days after its due date. Hilo may terminate the Agreement for nonpayment in accordance with Section 16 of these Terms. Suspension or termination under this Section shall not relieve Customer of its obligation to pay all amounts due.

Customer agrees not to, and will ensure that its Authorized Users do not: reverse-engineer, decompile, disassemble, copy, modify, or create derivative works of the Platform or any component thereof; access the Platform for the purpose of building, evaluating, or benchmarking a competitive product or service; upload, transmit, or introduce any malware, viruses, malicious code, or harmful materials to the Platform; interfere with, disrupt, or attempt to gain unauthorized access to the Platform's performance, security, or underlying infrastructure; attempt unauthorized integrations, API access, or automated data collection beyond what is expressly permitted by Hilo; scrape, mine, extract, or copy Platform data except through permitted data export features; use the Platform in any manner that violates applicable aviation regulations or safety standards; share login credentials with individuals outside Customer's organization; engage in fraudulent, deceptive, harmful, or abusive conduct through the Platform; use the Platform to violate any applicable law, regulation, or third-party rights; exceed licensed usage limits, including users, aircraft, simulators, or other usage metrics specified in the applicable Order Form; remove, disable, or circumvent any security or access-control mechanisms.

Any violation of this Section may result in immediate suspension or termination of Platform access without refund or liability to Customer.

The Platform, including all software, content, user interfaces, workflows, databases, documentation, trademarks, logos, and related materials, is and shall remain the exclusive property of Hilo and its licensors. All intellectual property rights in the Platform are expressly reserved.

Subject to Customer's compliance with these Terms and payment of applicable fees, Hilo grants Customer a limited, non-exclusive, non-transferable, revocable license to access and use the Platform solely for Customer's internal business purposes during the applicable Subscription Term.

Customer retains all ownership rights to its operational data entered into or processed by the Platform, including student records, aircraft information, maintenance logs, training records, and other Customer-uploaded content ("Customer Data").

Customer represents and warrants that it has all rights, permissions, and authority necessary to provide Customer Data to the Platform and to grant the licenses set forth herein, and that Customer Data does not violate any applicable law or third-party rights.

Customer grants Hilo a worldwide, non-exclusive license to use, process, store, transmit, and display Customer Data solely for the purposes of: providing, operating, maintaining, and supporting the Platform and Services; improving, enhancing, and developing Hilo's products and services using aggregated and/or de-identified information; and complying with applicable legal obligations.

Except for the limited licenses expressly granted herein, Customer does not acquire any right, title, or interest in or to Hilo's intellectual property, technology, or proprietary information.

Feedback. If Customer or its Authorized Users provide suggestions, ideas, enhancement requests, or other feedback regarding the Platform ("Feedback"), Customer grants Hilo a perpetual, irrevocable, worldwide, royalty-free license to use, incorporate, modify, and exploit such Feedback for any purpose without restriction or obligation to Customer.

9.1 AI and Machine Learning Features. The Platform may include features labeled or described as AI, machine learning, "recommendations," or similar ("AI Features"). AI Feature outputs are informational and may be inaccurate or incomplete. Customer remains solely responsible for verifying outputs and for all operational, training, maintenance, compliance, and safety decisions. Unless otherwise agreed in writing, Hilo may use aggregated and/or de-identified data (including usage data) to improve AI Features and the Platform. Hilo will not use Customer Data to train models in a manner that identifies Customer or Customer's individuals without Customer's permission. Customer may request to disable AI Features for its account where technically feasible by contacting support@hiloaviation.com.

Hilo strives to provide reliable Platform availability but does not guarantee uninterrupted or error-free access. Scheduled maintenance, emergency maintenance, updates, and service interruptions may occur from time to time.

Hilo reserves the right to modify, suspend, discontinue, or remove Platform features or functionality at any time with or without notice. Platform updates may install automatically and Customer's continued use constitutes acceptance of such updates.

Hilo shall not be liable for any downtime, data processing delays, service interruptions, or loss of functionality resulting from circumstances beyond Hilo's reasonable control or from scheduled or emergency maintenance activities.

Any service level commitments, uptime guarantees, or availability obligations apply only if expressly set forth in a written Order Form or separate service level agreement executed by the parties.

10.1 Data security; security incidents; breach notification. Hilo will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect customer data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or access. Hilo will investigate suspected unauthorized access to customer data (a "security incident") and take reasonable steps to mitigate and remediate. If Hilo becomes aware of a confirmed security incident involving customer data, Hilo will notify customer without undue delay and provide information reasonably necessary for customer to meet any applicable notification obligations.

10.2 Backups; Disaster Recovery. Hilo maintains backup and disaster recovery procedures designed for service continuity. Any recovery time objectives (RTO) or recovery point objectives (RPO) apply only if expressly set forth in a written Order Form or separate service level agreement.

10.3 Uptime Commitment and Service Credits. Hilo commits to 99.5% Monthly Uptime for the Hilo Platform, calculated as: (Total minutes in month − Downtime minutes) / Total minutes × 100. "Downtime" means the Platform is unavailable to Customer, excluding: (i) scheduled maintenance with 72-hour advance notice; (ii) emergency maintenance for security purposes; (iii) factors outside Hilo's reasonable control including internet disruptions, Customer equipment failures, and force majeure events; and (iv) features designated as "Beta" or "Preview." If Monthly Uptime falls below the committed percentage, Customer may request a credit equal to 10% of monthly fees. Credits are Customer's sole remedy for availability failures, are capped at 30% of monthly fees, and must be requested within 30 days of the incident via email to support@hiloaviation.com. Credits will be applied to future invoices and are not redeemable for cash.

10.4 Liability Cap with Carve-outs. EXCEPT FOR (i) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS, (ii) EITHER PARTY'S BREACH OF CONFIDENTIALITY OBLIGATIONS, (iii) HILO'S BREACH OF DATA SECURITY OBLIGATIONS, OR (iv) EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF THIS AGREEMENT SHALL EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10.5 Aviation Regulatory Disclaimers. The Hilo Platform is designed to assist users in meeting certain recordkeeping requirements under 14 CFR Parts 61 and 141, EASA Part-ORA, and related regulations. However, compliance with all applicable aviation regulations remains the sole responsibility of Customer and its organization. This software does not constitute, and should not be construed as, FAA approval, EASA approval, or approval by any other aviation authority of any training program, curriculum, or training organization. Customer remains responsible for obtaining all required regulatory approvals from its applicable Flight Standards District Office (FSDO) or competent authority. Acceptance of electronic records by the FAA may require separate authorization via Operations Specification A025 in accordance with AC 120-78B. Customer should consult with its Principal Operations Inspector (POI) or FSDO before relying solely on electronic records for regulatory compliance. Nothing in the Hilo Platform supersedes, modifies, or limits the responsibilities of the Pilot in Command as set forth in 14 CFR § 91.3.

10.6 AI/ML Feature Disclosures. Certain features of the Hilo Platform use artificial intelligence and machine learning technologies, including scheduling optimization, document processing, and progress predictions. These AI Features are designed to assist—not replace—qualified personnel in making operational decisions. AI Features: (i) may produce outputs that are inaccurate, incomplete, or outdated; (ii) are not a substitute for professional expertise, regulatory knowledge, or judgment; (iii) should be verified by qualified personnel before being used for consequential decisions; and (iv) do not guarantee any particular outcome or level of accuracy. All AI outputs require human review before implementation. Customer maintains full authority and responsibility for final decisions. Hilo uses anonymized, aggregated usage data to improve AI model performance. Hilo does NOT use Customer's identifiable content, student records, or training data to train AI models without explicit Customer consent.

10.7 Data Export and Termination. During the Subscription Term, Customer may export its data at any time through the Platform's export functionality in CSV, PDF, and industry-standard formats. Upon written request, Hilo will provide export assistance at no additional charge. Following termination or expiration, Hilo will retain Customer data for ninety (90) days, during which Customer may export its data. After this period, Hilo will delete Customer data in accordance with its data retention policy unless retention is required by applicable law. Customer should export all required records before termination to ensure compliance with FAA, EASA, or other retention requirements.

Use of certain Platform features may require interaction with or integration of third-party products, services, or websites. Customer's use of such third-party components is governed by the applicable third-party terms and conditions and privacy policies.

Hilo is not responsible for: the availability, performance, reliability, or security of third-party services; the content, accuracy, legality, or compliance of third-party websites, materials, or services; any damages, losses, interruptions, data loss, or liabilities resulting from Customer's use of or reliance on third-party services; or any processing, storage, transmission, or security of Customer Data by third-party providers.

Customer acknowledges that third-party integrations may require separate agreements, consents, or authorizations and may involve fees payable directly to the applicable third-party provider.

11.1 Subprocessors. Hilo may use third-party service providers that process Customer Data on Hilo's behalf ("Subprocessors"). Where required by applicable law, Hilo will make available a list of Subprocessors and will provide reasonable notice of material changes to its Subprocessors. If Customer requires specific data residency, transfer mechanisms, or GDPR measures, Customer must enter into a DPA with Hilo, which will govern those requirements.

THE PLATFORM AND ALL RELATED MATERIALS, CONTENT, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTIES OF ANY KIND.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HILO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO: implied warranties of merchantability; fitness for a particular purpose; non-infringement; accuracy, completeness, reliability, or timeliness of data or information; and uninterrupted, secure, or error-free operation.

Customer expressly acknowledges and agrees that: Hilo is a software provider and is not an aviation operator, flight school, training center, maintenance organization, or certificated repair station; Hilo does not provide dispatch services, instructor supervision, maintenance sign-off, airworthiness determinations, regulatory interpretations, or compliance certifications; Hilo does not guarantee any particular operational, regulatory, safety, training, or business outcomes from use of the Platform; Customer remains solely and fully responsible for compliance with all applicable FAA, EASA, ICAO, and other regulatory requirements governing its aviation operations; Customer is responsible for verifying the accuracy of all data and information within the Platform and for making all operational decisions based on appropriate professional judgment.

Customer acknowledges that the Platform is an informational and workflow support tool only and must not be relied upon as a substitute for independent professional judgment, regulatory interpretation, or operational decision-making.

No advice, information, or statement obtained from Hilo or through the Platform shall create any warranty not expressly stated in these Terms.

12A. Regulatory Support; Audit Trails. The Platform may assist with documentation, workflow support, and recordkeeping, but does not guarantee Customer's compliance with any FAA, EASA, ICAO, or other regulatory requirements. Where the Platform provides activity logs or audit history, such logs are provided for convenience and may not capture every event. Customer is responsible for maintaining records required for its operations and for verifying completeness and accuracy.

Customer consents to receiving communications from Hilo electronically, including via email, SMS/text message, in-Platform notifications, and other electronic means. Electronic communications may include system notifications, Platform updates, security alerts, invoices, billing notices, support messages, and other transactional or operational communications related to the Platform.

Customer acknowledges and agrees that all electronic communications from Hilo satisfy any legal requirement that such communications be in writing and that electronic delivery of such communications is required for use of the Platform.

Where permitted by applicable law, Hilo may also send non-essential or marketing-related communications. Customer may opt out of receiving non-essential or marketing communications at any time by following the unsubscribe instructions included in such communications or by contacting support@hiloaviation.com. Customer acknowledges that opting out of certain communications may limit access to features or functionality that rely on such communications.

If Customer provides a mobile phone number, Customer expressly consents to receive SMS/text message communications from Hilo related to the Platform, including transactional, operational, security, and support-related messages. Standard messaging and data rates may apply. Customer may opt out of SMS communications at any time by replying "STOP" to any SMS message, subject to receipt of required transactional or security-related messages necessary to operate the Platform.

If Customer accesses the Platform from outside the United States, Customer is solely responsible for ensuring compliance with all applicable local laws, regulations, export controls, economic sanctions, and data protection requirements in Customer's jurisdiction. Customer also agrees to comply with all applicable U.S. export control laws and regulations, including the Export Administration Regulations (EAR) and, where applicable, the International Traffic in Arms Regulations (ITAR).

Hilo makes no representation that the Platform is appropriate or available for use in all locations. Customer may not access or use the Platform in any country or territory where such access or use is prohibited by applicable law, including jurisdictions subject to United States trade sanctions or embargoes.

Customer represents and warrants that Customer is not (i) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions or embargoes administered by the United States, and (ii) listed on any U.S. government restricted party list, including the OFAC Specially Designated Nationals and Blocked Persons List.

Customer agrees to comply with all applicable sanctions screening and export compliance requirements and will not permit any user to access or use the Platform in violation of such laws.

Hilo may suspend or terminate Customer's access to the Platform immediately if Hilo reasonably determines Customer's access or use may violate applicable export control or sanctions laws.

Customer shall not use, and shall not permit any third party to use, the Platform for military, defense, or intelligence purposes, or in connection with defense-related articles or services, in any manner that would cause Hilo or the Platform to become subject to additional regulatory restrictions, including under ITAR.

Customers requiring EU data hosting, GDPR compliance measures, or region-specific data residency must enter into a separate Data Processing Agreement ("DPA") with Hilo.

15.1 Assignment. Hilo may freely assign, transfer, or delegate these Terms and its rights and obligations hereunder, in whole or in part, without Customer's consent. Customer may not assign, transfer, or delegate these Terms or any rights or obligations hereunder without Hilo's prior written consent, and any attempted assignment without such consent shall be void.

15.2 Indemnification. Customer agrees to indemnify, defend, and hold harmless Hilo, its affiliates, officers, directors, employees, agents, and licensors from and against any and all third-party claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to: Customer's use or misuse of the Platform; Customer's violation of these Terms or any applicable law or regulation; Customer's operational decisions, training activities, maintenance operations, or compliance with applicable aviation laws and regulations; any claims relating to Customer Data or Customer's content; Customer's breach of any representation or warranty contained herein.

15.3 Limitation of Liability. SUBJECT TO SECTION 10.4 AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW: IN NO EVENT SHALL HILO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES, EVEN IF HILO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HILO'S TOTAL AGGREGATE LIABILITY TO CUSTOMER ARISING OUT OF OR RELATED TO THESE TERMS OR THE PLATFORM, IN THE AGGREGATE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO HILO DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

15.4 Force Majeure. Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemic, internet or telecommunications failures, or third-party service provider outages.

15.5 Confidentiality. Each party may receive non-public, confidential, or proprietary information of the other party in connection with these Terms ("Confidential Information"). Each party agrees to protect the other party's Confidential Information using reasonable care and to use such Confidential Information solely for purposes of performing under these Terms. These confidentiality obligations survive termination or expiration of these Terms.

15.6 Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.

15.7 Waiver. No waiver of any provision of these Terms shall be deemed or shall constitute a waiver of any other provision, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver.

15.8 Survival. The following sections shall survive termination or expiration of these Terms: Sections 7 (Payment of Fees), 8 (Prohibited Use), 9 (Intellectual Property), 12 (Warranties and Disclaimers), 15.5 (Confidentiality), 15.2 (Indemnification), 15.3 (Limitation of Liability), 15.10 (Notices), 15.11 (Entire Agreement), and 15.12 (Governing Law and Venue).

15.9 Independent Contractors. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

15.10 Notices. All notices to Hilo under these Terms must be sent in writing to: Hilo Aviation, Inc., Attn: Legal Department, legal@hiloaviation.com. Notices to Customer will be sent to the primary email address associated with Customer's account and shall be deemed received upon transmission.

15.11 Entire Agreement. These Terms, together with any Order Forms, SOWs, and other documents expressly incorporated by reference, constitute the entire agreement between Customer and Hilo regarding the subject matter hereof and supersede all prior or contemporaneous understandings, agreements, representations, and warranties, whether written or oral.

15.12 Governing Law and Venue. These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to these Terms or the Platform shall be brought exclusively in the state or federal courts located in the State of Delaware, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

15.13 Insurance. Hilo will maintain commercially reasonable insurance coverage appropriate for a SaaS provider, which may include technology errors and omissions and cyber liability coverage, in each case in such amounts and subject to such terms as determined by Hilo.

Either party may terminate these Terms and Customer's access to the Platform: for cause, upon written notice, if the other party materially breaches these Terms and fails to cure such breach within thirty (30) days of receiving written notice thereof; or immediately, without notice, if the other party becomes insolvent, files for bankruptcy, or makes an assignment for the benefit of creditors.

Additionally, Hilo may suspend or terminate Customer's access to the Platform, in whole or in part, immediately and without liability, if: Customer fails to pay any amount when due and such failure continues for ten (10) days following written notice; Customer violates Section 8 (Prohibited Use); or Customer's use of the Platform poses a security risk or threatens the integrity, availability, or operation of the Platform.

Upon termination or expiration of these Terms: a) Access Ceases. All of Customer's access rights to the Platform shall immediately cease. b) Fees Owed. Customer shall remain liable for all fees accrued through the end of the then-current Subscription Term (unless otherwise expressly stated in the applicable Order Form). c) Customer Data Export Window. Following termination or expiration, Hilo will retain Customer Data for ninety (90) days, during which Customer may request an export of Customer Data in a commercially reasonable and standard format, subject to applicable law and Hilo's security requirements. d) Regulatory Record Responsibility. Customer is solely responsible for exporting and retaining all records necessary to comply with applicable FAA, EASA, or other regulatory retention requirements prior to termination or expiration. e) Deletion. Following the expiration of the ninety (90)-day period, Hilo may delete all Customer Data in accordance with its data retention practices unless retention is required by applicable law. f) Accrued Obligations; Survival. Termination or expiration shall not relieve either party of any obligations accrued prior to termination or expiration, including those sections expressly stated to survive.