1. Services

This Agreement is entered into by and between you (“Client” or “you”) and Tools To Fly LLC (“Company”), a Delaware Limited Liability Company (LLC), of 611 South DuPont Highway Suite 102, Dover, DE 19901, also registered as a foreign LLC and conducting business in the State of Florida.

The Company provides educational, coaching, and training services through a network of program resources and professional pilots, coaches, and other service providers. These services may include sessions in flight simulators and flight training devices, education, structured coaching, training guidance, events, and access to educational materials and digital learning resources delivered through the Company’s platforms. Collectively, these offerings are referred to as the “Services” within this Agreement. The term “Client” extends to all participants and observers in simulator sessions for the purposes of this Agreement.

2. Service Fees

Fees for the Services (“Service Fees”) must be paid in advance through an approved payment method such as a debit or credit card. By acknowledging this Agreement, the Client authorizes the Company to charge the payment method on file for all applicable Service Fees.

The Company reserves the right to suspend or discontinue access to the Services in cases of non-payment. If payment remains outstanding, the Company may take appropriate steps to recover unpaid balances, including the use of third-party collection services where necessary.

3. Client Responsibilities

(a) The Client agrees to provide the Company with any requested information, documents, or materials required to support provision of the Services. These materials must be submitted within the timeframe requested by the Company and no later than twenty-four (24) hours before any scheduled session unless otherwise agreed.
If requested information is not provided within the required timeframe, the Company reserves the right to reschedule the session or treat the session as completed under the terms of this Agreement.

(b) Canceling and Rescheduling: Due to the cost of reserving the simulator, any cancellations or requests to reschedule will not result in a refund except as noted in Paragraph (c) of this section.

(c) Guarantee: If the Client(s) arrive to the simulator center in person at their scheduled date and time, and for whatever reason wish to cancel, they may do so for a full refund at any time between their arrival to the simulator center and the beginning of the simulator session (when motion is activated) or 5 minutes after arriving into the simulator itself, whichever occurs first.

(d) Punctuality: Due to the expense of the simulators and their limited availability, clients will not be reimbursed for any simulator time that is lost due to their own tardiness.

(e) Reasonable Time Buffers: To maximize time in the simulator, the minimum time possible will be taken to escort Clients to and from the simulator. As a result, there will be a few minutes that will not be spent in the simulator itself (e.g. for a 1-hour session, a reasonable expectation is to spend 50-55 minutes in the simulator). To compensate for this, the pricing structure is tiered so that the price per hour decreases slightly with the quantity of simulator time booked by the Client.

(f) Dress Code: Out of respect for the Company’s partners and clients, the dress code at all simulator events will be business casual.

(g) Splitting of Simulator Sessions:
Each simulator has two pilot seats for participants and one observer seat.
-1-hour sessions are limited to 1 participant. 1 observer may also join (optional).
-2-hour sessions are limited to 3 participants. Time in pilot vs. observer seats may be determined by the participants.
-4-hour sessions are limited to 4 participants. Time in pilot vs. observer seats may be determined by the participants.
In all cases, the full legal names of all participants and observers must be provided during registration. Any splitting of fees will be handled between the participants and observers and will not be handled by the Company.
Participants must be at least 18 years of age as of the date the Services are provided. Observers must be at least 15 years of age as of the date the Services are provided.

(h) Not Flight Time: Services are not flight training or instruction. Simulator time provided under these Services may not be logged as official flight time or used to fulfill the requirements for any pilot certificate, rating, or currency or proficiency requirement.

4. Equipment and Participation Responsibility

The Company shall not be responsible for any loss, damage, or injury related to the Client’s personal equipment used while participating in the Services.

Simulators occasionally require unscheduled maintenance. If a session needs to be rescheduled due to unforeseen simulator maintenance, the Company will coordinate with the Client to reschedule the Services.

5. Independent Contractors

Certain services may be delivered by independent contractors or third-party professionals engaged by the Company. These individuals operate independently and are not employees of the Company.

By participating in the Services, the Client acknowledges that services provided by such professionals are performed independently. The Client agrees to release and hold the Company harmless from any claims, losses, or liabilities arising from services delivered by independent contractors in connection with this Agreement.

6. Registration Data

(a) To access the Services, the Client agrees to provide accurate and complete information during the registration process (“Registration Data”). This information may include the Client’s legal name, contact details, address, email address, and payment information required for billing purposes.

The Client authorizes the Company to share necessary Registration Data with third parties for payment processing, verification, and service administration. The Client agrees to maintain and update this information to ensure it remains accurate throughout the duration of this Agreement.

(b) The Client agrees not to create multiple accounts, register accounts on behalf of another person without authorization, or provide misleading identity information. If the Company determines that inaccurate or false information has been provided, it reserves the right to suspend or terminate the Client’s registration and restrict access to the Services.

7. Confidentiality

(a) The Client’s identity, relationship, and content of the sessions are strictly confidential except in a situation where such confidentiality would violate the law, such as harm to self or others.

(b) The Client agrees that all information shared as part of the Services is confidential and must not be disclosed to any third party without the prior written consent of the Company. This includes, but is not limited to, materials provided, methodologies used by the Company, and the substance of communications between the Client and the Company under this Agreement. This provision does not prevent the Client from sharing relevant information with a qualified healthcare professional if necessary for medical care.

(c) The Client agrees not to reproduce, distribute, or duplicate any materials provided by the Company without written authorization. Any proprietary notices, copyright markings, or confidentiality notices included within these materials must remain intact.

(d) The Company retains sole ownership of all intellectual property associated with the Services, including programs, concepts, frameworks, materials, trademarks, and other proprietary resources developed or provided as part of this engagement.

(e) Both parties agree that neither party will make defamatory or disparaging statements about the other following termination of this agreement.

8. Client Responsibilities

(a) The Client acknowledges that they are responsible for their own physical, mental, and emotional well-being. Decisions, actions, and outcomes that arise from the Services remain the responsibility of the Client. Accordingly, the Company, its partners, representatives, employees, contractors, or affiliated parties cannot be held liable for decisions made or actions taken by the Client as a result of participating in the Services.

(b) The Client understands that the Services are not intended to replace professional advice provided by qualified legal, medical, psychological, or financial professionals. Where such guidance is required, the Client agrees to seek appropriate professional assistance independently. If the Client is currently receiving care or treatment from a healthcare professional, they are encouraged to inform that professional before participating in the Services.

9. Assumption of Risk

(a) The Client confirms that they are at least eighteen (18) years of age and legally able to enter into this agreement.

(b) The Client acknowledges that participation in the Services is voluntary and may involve physical activity or training that carries inherent risks. These risks may include injury, illness, or other unforeseen outcomes associated with physical exertion or performance activities.

(c) By participating in the Services, the Client confirms that they are physically capable of engaging in the activities involved and have not been advised by a qualified healthcare professional to avoid such participation.

(d) The Client also acknowledges that they are responsible for arranging any transportation, equipment, or related logistics required to participate in the Services. All associated costs or expenses remain the responsibility of the Client.

10. Waiver and Release

(a) The Client acknowledges that participation in the Services is voluntary and undertaken with full awareness of potential risks. The Company, its partners, representatives, employees, contractors, or affiliated parties shall not be held liable for injuries, damages, or losses that may occur in connection with participation in the Services, including but not limited to risks related to training activities, equipment use, or physical exertion.

(b) The Client agrees not to initiate legal action against the Company, its partners, representatives, employees, contractors, or affiliated parties for claims arising from participation in the Services. The Client further agrees to indemnify and hold these parties harmless from claims, losses, or damages that may arise directly or indirectly from their participation in the Services.

(c) This waiver extends to the Client’s heirs, successors, and legal representatives. The Client acknowledges that the Company does not guarantee specific outcomes or performance improvements. Responsibility for achieving individual goals remains solely with the Client.

11. Disclaimers of Warranties

The Services, including all related content, materials, and resources, are provided on an “as is” and “as available” basis. The Company makes no guarantees or warranties, either express or implied, regarding the Services provided under this Agreement.

To the fullest extent permitted by law, the Company disclaims all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, accuracy, reliability, security, compatibility, or non-infringement.

Any materials, programs, or content accessed or downloaded through the Services are obtained at the Client’s own risk. The Client accepts responsibility for any damage to systems, devices, or loss of data that may occur as a result of accessing or using such materials.

No advice or information obtained from the Company, its partners, representatives, employees, contractors, or affiliated parties, or through any materials associated with the Services shall create any warranty not expressly stated in this Agreement.

12. Limitation of Liability

The Client acknowledges and agrees that the Company, its partners, representatives, employees, contractors, or affiliated parties shall not be held liable for any direct, indirect, incidental, consequential, special, or exemplary damages arising from participation in the Services.

In all circumstances, the total liability of the Company under this Agreement shall not exceed the total amount paid by the Client for the Services.

If the Client is dissatisfied with any aspect of the Services or with any provision of this agreement, the Client’s sole remedy is to discontinue use of the Services.

If a situation arises where medical or psychological intervention is needed, Company is ethically and legally bound to refer the Client to a mental health or medical professional.

13. Indemnification

The Client agrees to indemnify, defend, and hold harmless the Company and its partners, affiliates, officers, directors, employees, independent contractors, agents, and representatives from and against any claims, damages, liabilities, or expenses arising from:
• misuse of the Services
• violation of the terms outlined in this agreement
• infringement of intellectual property or other rights belonging to any third party
• actions taken by the Client or any person accessing the Services through the Client’s account

This obligation includes responsibility for reasonable legal fees and costs incurred as a result of such claims.

14. Media Consent and Release

The Client acknowledges that the Company may capture photographs, video recordings, or audio recordings during program activities or events associated with the Services.

By agreeing to this Agreement, the Client grants permission for the Company to record and use their likeness, voice, or image in photographs, videos, digital recordings, or other media formats. These materials may be used for educational, training, marketing, or promotional purposes across print, digital, or multimedia platforms.

The Client releases the Company and any authorized representatives from liability related to the use of such materials. All recordings and media created in connection with the Services shall remain the property of the Company.

15. Force Majeure

The Company shall not be held responsible for delays, interruptions, or failure to deliver the Services due to circumstances beyond its reasonable control.

Such circumstances may include, but are not limited to:
• natural disasters or severe weather
• acts of war or terrorism
• strikes or labor disruptions
• government regulations or restrictions
• epidemics or public health emergencies
• technical disruptions or infrastructure failures

If the Services cannot be delivered due to such events, the Client acknowledges that refunds may not be provided under this Agreement, but the Company will make every effort to reschedule and provide the Services at a future date.

16. Amendments

The terms of this Agreement may not be altered, modified, or amended unless such changes are made in writing and approved by the Company. Any modification to the agreement must be formally documented and accepted by both parties in order to be considered valid and enforceable.

17. Assignment

The Client may not transfer, assign, or delegate any rights or responsibilities under this agreement without prior written approval from the Company. The Services provided under this agreement are intended solely for the Client and are not transferable to any other individual or organization without explicit authorization.

18. Severability

If any provision of this Agreement is determined to be invalid, unlawful, or unenforceable by a court or relevant authority, the remaining provisions will continue to remain in full force and effect.
Where possible, any invalid or unenforceable provision will be interpreted or modified to the extent necessary to make it enforceable while preserving the original intent of the agreement.

19. Entire Agreement

This Agreement, together with any related terms, policies, or documents referenced within it, constitutes the complete understanding between the Client and the Company regarding the Services.
It supersedes all prior discussions, proposals, communications, or agreements, be they written or verbal, related to the subject matter of this agreement. In the event of any inconsistency between this agreement and other related documents, the terms outlined in this Agreement will take precedence.

20. Governing Law

This Agreement shall be interpreted and governed in accordance with the laws of the jurisdiction in which the Company operates, without regard to conflict-of-law principles.
Any legal dispute or proceeding arising from or relating to this agreement shall be handled according to the dispute resolution procedures established by the Company and conducted under the applicable laws of the governing jurisdiction.