ePTR.ca Licence Agreement

IMPORTANT - READ CAREFULLY

THIS IS A LEGAL DOCUMENT

IN ORDER TO USE THE APPLICATION(S) YOU MUST AGREE TO THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE, YOU WILL NOT BE AUTHORIZED TO USE THE APPLICATION(S).

THIS WEB APPLICATION LICENCE AND SUBSCRIPTION AGREEMENT (the "Agreement") governs your access to and use of the web-based software application known as ePTR.ca (the "Application"), made available by Skymark Technologies Inc., an Ontario corporation with offices In Brampton, Ontario ("Skymark"). "You" and "your" refer to the person or organization that accesses or uses the Application. We and you are together the "Parties" and each a "Party".

1. Acceptance of Terms

a. By accessing or using the Application, including by creating an account, clicking "I agree" or a similar acceptance mechanism, or otherwise using any part of the Application, you agree to be bound by this Agreement. The date on which you first do so is the "Effective Date". If you do not agree to this Agreement, you must not access or use the Application.

b. If you are accessing or using the Application on behalf of an organization, you represent that you have the authority to bind that organization to this Agreement, and "you" and "your" then refer to that organization and not to you personally.

c. This Agreement does not require a signature. Your access to or use of the Application, together with your acceptance in accordance with this Section 1, is sufficient to form a binding agreement between the Parties.

2. Definitions

a. "Application" means the proprietary web-based software as a service application known as ePTR.ca, accessible by Authorized Users solely through a web browser over the internet, together with all related Documentation, updates, and enhancements we make generally available from time to time.

b. "Authorized Users" means your employees, contractors, and agents who are authorized by you to access and use the Application under a login credential issued or approved by us, up to the maximum number of Authorized Users, if any, specified in an Order.

c. "Confidential Information" means any non-public information disclosed by one Party to the other in connection with this Agreement that is designated as confidential or that ought reasonably to be considered confidential given its nature, including the terms of this Agreement, but excluding Customer Data for purposes of Section 10.

d. "Customer Data" means any data, content, or information submitted to or processed within the Application by or on behalf of you or your Authorized Users, including but not limited to all flight and personal information entered into the Application.

e. "Customization" has the meaning given to it in Section 9.d.

f. "Documentation" means our standard user guides and help materials for the Application made available to you, as updated from time to time.

g. "Effective Date" has the meaning given in Section 1.

h. "Fees" means the monthly subscription fees and any other amounts payable by you under Section 6 or an Order.

i. "Order" means an order form, subscription confirmation, or online sign-up record referencing this Agreement and specifying the applicable subscription plan, product purchase and the applicable Fees.

j. "PTR" means a Pilot Training Record generated by the Application;

k. "Subscription Term" means the period during which you have a subscription to the Application in effect, as described in Section 7.

l. "Trial Account" means an Authorized User account for a new student or instructor that Skymark makes available to you on a free trial basis in accordance with Section 4.

m. "Trial Period" means the sixty (60) day period described in Section 4 during which a Trial Account may be used without payment of Fees.

n. "Vendor Materials" means the Application, the Documentation, and all software, technology, know how, and materials Skymark uses to provide the Application, excluding Customer Data, and including all images, logos, URLs, and the domain names "eptr.ca" and "PilotTrainingRecord.ca".

o. In this Agreement, the words "including" and "includes" mean "including without limitation", references to a statute include the regulations under it and any successor legislation, and headings are for convenience only and do not affect interpretation.

3. Licence Grant

a. Subject to the terms of this Agreement and payment of the applicable Fees, Skymark grants you a limited, non exclusive, non transferable, non sublicensable, worldwide, revocable licence during the Subscription Term for your Authorized Users to access and use the Application solely through a supported web browser for your internal business purposes.

b. You are responsible for all activity occurring under your Authorized Users' login credentials and for maintaining the confidentiality of those credentials.ï¿½ Skymark and its licensors retain all right, title, and interest in and to the Vendor Materials.ï¿½ No rights are granted to you other than as expressly set out in this Section 3, and all rights not expressly granted are reserved by Skymark.

4. Trial Account

a. Skymark may, in its discretion, make a Trial Account available to you for a new student, instructor, school or college account for an initial period of sixty (60) days from the date the Trial Account is created ("Trial Period"), to permit evaluation of the Application before you purchase a full licence covering that account.

b. Fees are not payable for a Trial Account during the Trial Period. Other than as set out in this Section 4, a Trial Account is subject to the terms of this Agreement, including the restrictions in Section 5, the disclaimers in Section 12, and the limitations in Section 13.

c. Any PTRs generated under a Trial Account will bear the disclaimer "Evaluation PTR ï¿½ not for official use".

d. If you have not purchased a full licence covering a Trial Account before the end of the Trial Period, that Trial Account and all related access to the Application will automatically terminate at the end of the Trial Period without further notice, and Skymark may deactivate or delete the Trial Account and any Customer Data associated with it.

e. Skymark may modify or discontinue the availability of Trial Accounts, change the length of the Trial Period, or limit the number or features of Trial Accounts, at any time and in its sole discretion without liability to you.

5. Restrictions on Use

a. You shall not, and shall not permit any Authorized User or third party to:

i. copy, modify, adapt, or create derivative works of the Application or Documentation;

ii. reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Application, except to the extent this restriction is prohibited by applicable law;

iii. sell, resell, license, sublicense, distribute, rent, or lease the Application, or make the Application available to any third party on a service bureau or timeshare basis;

iv. use the Application to build a competing product or service, or for any purpose that is competitive with us;

v. circumvent or attempt to circumvent any usage limits, access controls, or security measures of the Application;

vi. use any automated means, including scraping or bots, to access the Application other than through interfaces we expressly make available for that purpose; or

vii. use the Application in violation of applicable law or in a manner that infringes or misappropriates the rights of any third party.

b. You shall use the Application in accordance with the Documentation and any acceptable use policy we make available, as updated from time to time.

6. Fees, Payment and Taxes

a. You shall pay Skymark the Fees set out in the applicable Order. These Fees may consist of a monthly fee as well as usage-based fees (per PTR generated).

b. For a School or College type account you will be billed monthly for the number of PTRs created in the previous month. You will be sent a notice on the 1st of the month listing all the PTRs created in the previous month. On the 10th of the month, you will be invoiced for the PTRs created in the previous month. You will not be charged for any PTRs created in the previous month which were deleted prior to the 10th of the following month. Fees for these accounts are payable monthly by the payment method on file, by card, or other method Skymark accepts. Invoices will be sent to the "Billing Email Address" entered into the admin configuration in the Application and are due upon sending.

c. You agree to provide Skymark with complete billing and contact information including a current legal name, address, e-mail, contact name, and credit card (VISA or MasterCard). Such information will be kept on file for automatic billing. If any of your information changes you will provide the updated information via the Admin Billing section of the Application.

d. For Student and Instructor accounts, a Fee for each PTR will be due and payable upon any PTR being created.

e. We may increase the Fees applicable to a subsequent renewal period by providing at least thirty (30) days' notice to you via the email address under the "Billing Email Address" entered into the admin configuration in the Application. Your continued use of the Application after the effective date of a Fee increase constitutes your acceptance of the increased Fees.

f. Amounts not paid when due bear interest at the rate of two percent (2%) per month (26.82% per annum), calculated and compounded monthly, from the due date until paid. Without limiting any other remedy, we may suspend your and your Authorized Users' access to the Application under Section 8 if Fees remain unpaid more than ten (10) days after notice of non-payment.

g. All Fees are exclusive of applicable taxes, including HST, which you are responsible for paying, other than taxes on Skymark’s net income.

h. Except as expressly provided in this Agreement, all Fees are non-refundable and there are no credits for partial months of use, downgrades, or unused access.

7. Term and Renewal

a. This Agreement commences on the Effective Date and continues until terminated in accordance with its terms.

b. For School or College accounts, the Subscription Term begins on the date specified in the applicable Order and automatically renews for successive monthly periods unless either Party provides notice of non-renewal by or before the 15^th day of the then-current monthly period, or the Agreement is otherwise terminated in accordance with its terms.

8. Suspension and Termination

a. Skymark may terminate this Agreement for its convenience at any time upon thirty (30) days' notice to you.

b. You may terminate this Agreement for your convenience effective at the end of the then current monthly Subscription Term by providing notice of non-renewal in accordance with Section 7.

c. Either Party may terminate this Agreement immediately on notice if the other Party materially breaches this Agreement and, in the case of a breach capable of remedy, fails to cure that breach within five (5) days after notice describing the breach. Skymark may additionally suspend your access to the Application immediately and without prior notice where it reasonably believes suspension is necessary to prevent harm to the Application, other customers, or third parties, or where Fees are overdue as described in Section 6.

d. On termination or expiry of this Agreement for any reason, the licence granted under Section terminates immediately, you shall cease all use of the Application, and any Fees paid are non-refundable. We have no obligation to retain or provide access to Customer Data following termination, except as required by applicable law or as we may agree in writing.

e. Sections 1, 5, 8.e, 9, 10, 12, 13, 14, and 18, and any payment obligations accrued before termination, survive termination or expiry of this Agreement

9. Intellectual Property Ownership

a. As between the Parties, Skymark owns and retains all right, title, and interest in and to the Vendor Materials, including all intellectual property rights therein. This Agreement does not transfer any ownership interest in the Vendor Materials to you.

b. All of Skymark’s trademarks, service marks, and trade names are its property, and you shall not use them without Skymark’s prior written consent.

c. If you or your Authorized Users provide suggestions, ideas, or feedback regarding the Application, Skymark may use and exploit that feedback for any purpose without restriction or compensation to you.

d. If Skymark develops a custom feature, configuration, integration, or other modification to the Application for you, whether at your request, for your benefit, or at your expense (a "Customization"), the Customization is Vendor Materials and all intellectual property rights in it belong exclusively to us. We may offer, license, sell, or otherwise make any Customization available to any other customer or third party, in any manner and without restriction, and without any obligation to account to you or compensate you, notwithstanding that the Customization was developed for you, at your request, or at your expense.

10. Customer Data

a. As between the Parties, you retain ownership of Customer Data. You grant Skymark a non exclusive, worldwide, royalty free licence to host, process, transmit, and display Customer Data solely as necessary to provide and support the Application and to perform its obligations under this Agreement.

b. Skymark may create and use data derived from Customer Data in de-identified or aggregated form that does not identify you or any individual, for our business purposes, including improving and benchmarking the Application, and such derived data is Vendor Materials. Notwithstanding the foregoing, by opening a full, paying account, you hereby agree that Skymark can disclose that you are its customer/client.

c. You are solely responsible for the accuracy, quality, and legality of Customer Data and for obtaining all rights and consents necessary for Skymark to process Customer Data as contemplated by this Agreement, including any consents required under applicable privacy legislation.

d. Skymark will implement commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data, consistent with our then current security practices, including using a payment processing service provider which is compliant with the Payment Card Industry Data Security Standard. You acknowledge that no method of transmission or storage is completely secure.

11. Service Availability and Modifications

a. Skymark will use commercially reasonable efforts to make the Application available, but does not guarantee uninterrupted or error free operation. Skymark may perform scheduled or emergency maintenance that temporarily affects availability.

b. As the Application is an internet-based application, usage of it is dependent on an internet connection. Access to the Application may be delayed or affected by inherent use of the internet, which is beyond the control of Skymark. Skymark is not responsible for and shall not be liable for any delays, delivery failures, limited access or other loss or damage resulting from such problems

c. Skymark may modify, update, or discontinue features of the Application from time to time. Skymark will provide reasonable advance notice of any discontinuation of a feature that materially reduces the core functionality of the Application then in use by you.

d. Any support services are provided at Skymark’s discretion in accordance with its then current support practices, unless a separate support schedule has been agreed in writing.

12. Warranties

a. Each Party represents that it has the authority to enter into this Agreement and to perform its obligations under it.

b. EXCEPT AS EXPRESSLY SET OUT IN THIS AGREEMENT, THE APPLICATION AND ALL RELATED SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SKYMARK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. SKYMARK DOES NOT WARRANT THAT THE APPLICATION WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS.

13. LIMITATION OF LIABILITY

a. SKYMARK SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, INDIRECT, STATUTORY, PUNITIVE OR EXEMPLARY DAMAGES OF ANY SORT, EVEN IF SKYMARK HAS BEEN ADVISED OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING, WITHOUT LIMITATION, (a) ANY DAMAGES FOR LOST PROFITS, OR (b) ANY DAMAGES RESULTING FROM LOSS OF USE OR LOSS OF DATA. UNDER NO CIRCUMSTANCE SHALL SKYMARK BE LIABLE FOR ANY AMOUNT IN EXCESS OF THE LICENCE FEES PAID BY YOU FOR THE APPLICATION THAT IS THE SUBJECT OF A WARRANTY OR INFRINGEMENT CLAIM. IN NO EVENT SHALL SKYMARK BE LIABLE TO YOU FOR ANY ACTION OR REMEDY BEYOND THOSE DESCRIBED IN THIS AGREEMENT.

b. NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT. OTHER THAN AN ACTION BY SKYMARK TO COLLECT ANY FEES DUE HEREUNDER, MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION.

c. Allocation of Risk. This Section 13 of this Agreement allocates the risks under this Agreement between you and Skymark. Skymark’s Fees reflect this allocation of risk and the warranties, limitation of warranties, and limitation of liability in this Section 13.

14. Indemnification

a. You shall indemnify, defend, and hold harmless Skymark and its directors, officers, employees, and agents from and against any claims, damages, liabilities, costs, and expenses, including reasonable legal fees, arising out of or relating to: (a) the Customer Data, (b) your or an Authorized User's breach of this Agreement, including Section 5, or (c) your or an Authorized User's violation of applicable law or third party rights in connection with use of the Application.

b. Skymark shall defend you against a third-party claim to the extent it alleges that the Application, as provided by Skymark and used in accordance with this Agreement, infringes a Canadian patent or copyright, and shall indemnify you against damages finally awarded, provided you promptly notify Skymark of the claim, give it sole control of the defence and settlement, and cooperate with Skymark. This indemnity does not apply to claims arising from Customer Data, modifications not made by Skymark, or use of the Application in combination with products or services not provided by Skymark. This Section states Skymark’s entire liability and your sole remedy for infringement claims.

15. Confidentiality

a. Each Party shall protect the other Party's Confidential Information using at least the same degree of care it uses to protect its own confidential information of similar nature, and in no event less than reasonable care, and shall use the other Party's Confidential Information solely to perform its obligations or exercise its rights under this Agreement.

b. Confidential Information does not include information that is or becomes publicly available through no fault of the receiving Party, was rightfully known to the receiving Party before disclosure, is independently developed without use of the disclosing Party's Confidential Information, or is rightfully received from a third party without restriction.

c. A Party may disclose Confidential Information to the extent required by law or a valid order of a court or other governmental authority, provided that, where legally permitted, it gives the other Party prior notice to allow it to seek a protective order.

16. Legal Compliance

a. Each Party shall comply with all applicable laws in connection with its performance of this Agreement, including applicable privacy legislation and export control and anti corruption laws.

17. Force Majeure

a. Neither Party is liable for any failure or delay in performance under this Agreement, other than the obligation to pay Fees, resulting from causes beyond its reasonable control, including acts of God, natural disaster, war, terrorism, labour disruption, internet or utility outage, or failure of a third-party service provider.

18. Governing Law and Jurisdiction

a. This Agreement is governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of laws principles.

b. The Parties irrevocably attorn to the exclusive jurisdiction of the courts of the Province of Ontario, sitting in Toronto, in respect of any dispute arising out of or relating to this Agreement, and waive any objection to that venue.

19. General

a. We may assign this Agreement, in whole or in part, without your consent, including in connection with a merger, acquisition, or sale of assets. You may not assign this Agreement without our prior written consent, and any purported assignment in violation of this Section is void.

b. Skymark may amend this Agreement from time to time by posting or otherwise making available an updated version, with reasonable prior notice of any material change. Your continued use of the Application after the effective date of an amendment constitutes your acceptance of the amended terms.

c. This Agreement, together with any Orders, constitutes the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements, understandings, and communications, whether written or oral, regarding that subject matter.

d. If any provision of this Agreement is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will remain in full force and effect.>

e. No failure or delay by either Party in exercising any right under this Agreement operates as a waiver of that right.

f. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between them.

g. Notices under this Agreement must be in writing and are deemed given when delivered by email to the address on file, when posted within the Application, or when delivered personally or by courier to the address specified in the applicable Order.

h. This Agreement is entered into electronically and does not require a handwritten or wet ink signature. Your acceptance in accordance with Section 1 is valid and binding to the same extent as a signed written agreement.

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Updated July 28, 2026
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