Terms of Services | Grow My Flight School

Agreement Date

1.1 Date of Purchase

The date on which Client purchases a particular Service is the effective date of the Agreement for that Service (the “Agreement Date”).

If Client purchases multiple Services as part of the same transaction, those Services will have the same Agreement Date.

If Client purchases an additional Service at a later date, the purchase date of that additional Service will be a separate Agreement Date for that Service.

1.2 Electronic Acceptance

Client's completion of a purchase, electronic acceptance of a proposal, authorization of payment, or authorization for GMFS to begin Services constitutes Client's acceptance of the Agreement.

Client acknowledges that electronic acceptance of these Terms is intended to have the same force and effect as signing a written agreement.

SERVICES

GMFS provides digital marketing, technology, advertising, enrollment growth, and related services primarily for flight schools and aviation-related businesses.

Client may purchase one or more of the following Services.

2.1 CRM and Enrollment Growth

CRM and Enrollment Growth Services may include:

CRM setup, configuration, and optimization;
lead capture systems;
lead routing;
sales pipeline configuration;
enrollment pipeline development;
lead nurturing;
marketing automation;
email automation;
SMS or text message automation;
follow-up workflows;
appointment scheduling workflows;
discovery flight scheduling workflows;
lead tracking;
sales and enrollment reporting;
lead reactivation campaigns;
database organization;
CRM integrations;
enrollment growth strategy;
sales process consulting; and
related services.

GMFS does not guarantee that any prospective student or lead will respond, schedule a discovery flight, qualify for financing, purchase training, enroll, or otherwise become a customer of Client.

2.2 Website and Conversion

Website and Conversion Services may include:

website design;
website redesign;
website development;
landing page development;
website content implementation;
conversion rate optimization;
lead-generation forms;
calls-to-action;
tracking implementation;
website analytics;
CRM integrations;
scheduling integrations;
website maintenance;
website hosting coordination;
user experience recommendations; and
related website and conversion services.

Unless expressly stated otherwise in a Service Order, GMFS does not guarantee any specific website conversion rate, website traffic level, page speed, accessibility certification, uptime percentage, or business result.

2.3 Search and Content

Search and Content Services may include:

search engine optimization (“SEO”);
keyword research;
local SEO;
on-page SEO;
technical SEO recommendations;
content strategy;
blog content;
articles;
website content;
landing page copy;
Google Business Profile optimization;
local listing optimization;
citation management;
content publishing;
competitive research;
analytics;
reporting; and
related search and content marketing services.

Search engines control their own algorithms, indexing, rankings, search features, and results. GMFS does not guarantee that Client will achieve or maintain any particular keyword ranking, first-page position, search traffic level, featured result, map ranking, or other search engine result.

2.4 Paid Advertising (PPC)

Paid Advertising Services may include advertising through Google, Microsoft, Meta, YouTube, social media platforms, search engines, or other advertising networks.

Paid Advertising Services may include:

advertising strategy;
account setup;
campaign creation;
keyword research;
audience targeting;
campaign structuring;
ad copy;
creative coordination;
budget allocation;
bid management;
conversion tracking;
remarketing;
campaign optimization;
landing page recommendations;
analytics;
reporting; and
related paid advertising services.

Unless expressly stated otherwise in a Service Order, advertising spend, media spend, platform fees, and other third-party charges are not included in GMFS's management fees and are Client's responsibility.

2.5 Social & Reputation

Social & Reputation Services may include:

social media strategy;
social media content;
social media publishing;
profile optimization;
reputation management;
review-generation strategies;
review monitoring;
review-response assistance;
community engagement recommendations;
social advertising coordination;
social media reporting; and
related reputation and social media services.

GMFS cannot control reviews, comments, posts, ratings, or other material published by customers, competitors, platforms, or other third parties.

GMFS does not guarantee that any review, post, rating, comment, search result, or other third-party content will be removed, changed, suppressed, or published.

SERVICE ORDERS AND SCOPE

The specific Services purchased by Client, together with applicable pricing, billing schedules, advertising budgets, deliverables, or other commercial terms, may be identified in a Service Order.

Only Services expressly included in Client's purchase or Service Order are included in the Agreement.

Requests outside the agreed scope may require additional fees, additional time, or a separate Service Order.

If these Terms conflict with a Service Order, the Service Order will control with respect to the specific conflicting commercial term applicable to that Service. All other provisions of these Terms remain in effect.

TWELVE-MONTH SERVICE TERM

4.1 Initial Term

Each Service purchased from GMFS is subject to an initial term of twelve (12) months beginning on the Agreement Date for that Service, unless GMFS expressly agrees to a different term in writing.

The twelve-month commitment applies independently to each purchased Service.

4.2 Additional Services

If Client purchases an additional Service after the Agreement Date of an existing Service, the additional Service begins its own separate twelve-month term on the date the additional Service is purchased.

For example, purchasing Paid Advertising six months after purchasing CRM and Enrollment Growth does not cause both Services to expire at the same time. The Paid Advertising Service begins its own twelve-month commitment on its purchase date.

4.3 Multiple Services

Termination, cancellation, suspension, or expiration of one Service does not terminate another Service unless GMFS expressly agrees otherwise in writing.

4.4 Service Commitment

Client understands that GMFS commits personnel, contractors, technology, strategy, advertising resources, and other capacity in reliance upon Client's twelve-month commitment.

Except where termination is expressly permitted under the Agreement, Client's decision to discontinue using a Service, stop responding to GMFS, revoke access, pause marketing, change vendors, change business strategy, temporarily close operations, or otherwise stop participating does not terminate the twelve-month commitment or eliminate Client's payment obligations.

4.5 Pausing Services

Services may not be paused, frozen, or extended except by written agreement with GMFS.

A Client-requested reduction in activity does not automatically extend the twelve-month term.

4.6 Renewal

Services automatically renew at the end of the initial twelve-month term unless expressly stated in the applicable Service Order.

The parties may continue or renew Services through a new Service Order, renewal agreement, purchase, or other written agreement.

4.7 Automatic Billing Authorization

The Client authorizes GMFS and its payment processor to securely store and automatically charge the Client’s payment method for:

Recurring service fees;
Subscription payments;
Renewal payments;
Approved additional work;
Third-party expenses authorized by the Client;
Advertising expenses when applicable; and
Other amounts due under this Agreement or a Service Order.

The Client must maintain a valid payment method on file throughout the service relationship.

The Client must notify GMFS promptly of any change to the Client’s billing information.

FEES AND PAYMENT

5.1 Service Fees

Client agrees to pay the fees associated with each purchased Service according to the applicable Service Order, checkout page, proposal, invoice, or payment schedule.

Where fees are billed monthly or periodically during the twelve-month term, the periodic payments are installments toward Client's twelve-month Service commitment and do not create a month-to-month agreement.

5.2 Payment Authorization

If Client provides GMFS with a credit card, debit card, ACH authorization, or other recurring payment method, Client authorizes GMFS or its payment processor to charge that payment method according to the billing schedule applicable to the purchased Services.

Client is responsible for maintaining a valid payment method during the term.

5.3 Third-Party Expenses

Unless expressly included in Client's Service Order, Client is responsible for third-party costs associated with the Services, including:

advertising spend;
media spend;
website hosting;
domain registration;
CRM subscriptions;
software subscriptions;
email delivery charges;
SMS or telecommunications charges;
call tracking;
stock photography;
premium plugins;
applications;
integrations;
data providers; and
other third-party products or services.

5.4 Advertising Spend

Client is responsible for approved advertising spend.

Where possible, advertising platforms may charge Client's payment method directly.

Client authorizes GMFS to allocate Client's approved advertising budget among campaigns, audiences, keywords, placements, platforms, and advertising formats as GMFS reasonably determines appropriate in managing the campaign.

5.5 Taxes

Client is responsible for applicable sales, use, excise, or similar taxes associated with the Services, excluding taxes imposed on GMFS's net income.

5.6 Failed Payments

If any payment due under the Agreement is declined, returned, reversed, disputed, charged back, or otherwise unsuccessful, Client remains responsible for the full amount due.

Client must promptly provide a valid payment method and pay all outstanding amounts.

GMFS may immediately suspend some or all Services upon a failed or past-due payment, including advertising management, CRM services, website services, content production, social media services, reporting, campaign management, and access to GMFS-provided systems or resources.

Suspension of Services due to nonpayment does not:

cancel the Agreement;
extend or pause the applicable twelve-month Service term;
eliminate or reduce Client's payment obligations;
relieve Client of responsibility for amounts that become due during the suspension; or
require GMFS to continue incurring advertising spend, software charges, subcontractor expenses, or other third-party costs on Client's behalf.

5.7 Termination for Nonpayment

If Client fails to cure a failed or past-due payment within thirty (30) calendar days after the payment first becomes due, GMFS will have the right to terminate the affected Services and Client's account.

GMFS may terminate the affected Services at any time on or after the expiration of the thirty-day payment cure period without further obligation to continue performance.

Termination of Services for nonpayment does not cancel or forgive any amounts owed by Client under the Agreement.

Unless prohibited by applicable law, if Services are terminated for nonpayment before the end of the applicable twelve-month term, Client remains responsible for:

all unpaid fees accrued before termination;
all authorized third-party costs and advertising expenses incurred on Client's behalf;
all fees that remain payable under Client's twelve-month Service commitment; and
reasonable collection costs, court costs, and attorneys' fees recoverable under the Agreement or applicable law.

GMFS is not required to preserve campaigns, configurations, unpublished work, integrations, website access, CRM configurations, account access, data exports, or other Service-related resources indefinitely following termination for nonpayment.

Any reinstatement of Services following termination is at GMFS's discretion and may require:

payment of all outstanding balances;
payment of applicable reinstatement or setup fees;
execution of a new Service Order; and
commencement of a new twelve-month Service term.

CANCELLATION AND EARLY TERMINATION

6.1 Twelve-Month Commitment

Client is purchasing a twelve-month Service commitment rather than a month-to-month service.

Unless a Service Order expressly provides otherwise, Client may not terminate a purchased Service for convenience before the end of its applicable twelve-month term.

6.2 Client Discontinuation

If Client cancels, abandons, or stops using a Service without a contractual right to terminate before the end of the applicable twelve-month term, Client remains responsible for the Service fees applicable through the end of that twelve-month term, subject to applicable law.

6.3 No Refunds for Completed or Accrued Services

Except as expressly required by law or agreed by GMFS in writing, payments for Services already performed, periods already commenced, third-party costs already incurred, or advertising spend already committed are nonrefundable.

6.4 Termination for Material Breach

Either party may terminate an affected Service if the other party materially breaches the Agreement and fails to cure the breach within ten (10) business days after receiving written notice describing the breach, unless the breach cannot reasonably be cured.

6.5 Immediate Suspension or Termination

GMFS may immediately suspend or terminate Services if GMFS reasonably determines that:

Client is engaging in fraud or unlawful activity;
Client has instructed GMFS to engage in unlawful, deceptive, or fraudulent conduct;
Client's activities create a material cybersecurity threat;
Client materially misuses GMFS systems;
Client repeatedly fails to make required payments;
a third-party platform prohibits continued performance;
Client's conduct exposes GMFS to material legal liability; or
continued performance would require GMFS to violate applicable law or third-party platform requirements.

6.6 GMFS Termination Without Client Breach

GMFS may discontinue a Service for reasons unrelated to Client's breach upon reasonable written notice.

If GMFS terminates a prepaid Service under this Section for reasons unrelated to Client's breach, GMFS will refund any prepaid fees attributable to the unperformed portion of the terminated Service, excluding third-party charges and amounts already incurred.

CLIENT RESPONSIBILITIES

Client acknowledges that GMFS's ability to perform the Services depends upon Client's timely cooperation.

Client agrees to:

provide complete and accurate business information;
provide requested access to websites, domains, CRM systems, advertising accounts, analytics systems, social media accounts, business listings, scheduling systems, and other platforms;
maintain appropriate administrative control over Client-owned accounts;
designate one or more authorized contacts;
respond reasonably promptly to requests for approvals or information;
accurately describe Client's flight training programs, pricing, financing, instructors, aircraft, credentials, certifications, and availability;
maintain all licenses, certifications, approvals, insurance, and governmental authorizations required for Client's business;
provide legally required disclosures and disclaimers;
comply with laws applicable to Client's products, services, advertising, privacy practices, and marketing communications;
obtain appropriate rights to materials Client provides to GMFS; and
promptly inform GMFS of material changes affecting Client's programs, pricing, services, operations, or advertising.

GMFS may rely on information supplied by Client or Client's authorized representatives.

CLIENT APPROVALS

GMFS may provide advertisements, copy, graphics, websites, landing pages, social content, email campaigns, text messages, automation workflows, or other materials to

Client for approval.
Client's approval authorizes GMFS to publish, transmit, deploy, or otherwise use the approved material.

Client is responsible for reviewing materials for:

factual accuracy;
tuition and pricing;
program descriptions;
financing claims;
enrollment requirements;
aircraft information;
instructor information;
certifications;
promotions;
availability;
disclosures; and
other Client-specific information.

GMFS is not responsible for an error or omission contained in information supplied or expressly approved by Client, except to the extent GMFS changes the approved information without authorization.

MARKETING COMMUNICATIONS, EMAIL, SMS, AND LEAD DATA

Some Services may involve CRM communications, email marketing, SMS or text messaging, telephone communications, lead nurturing, retargeting, or automated follow-up.

Client is responsible for ensuring that Client has the legal right, permission, or consent necessary to contact each applicable lead, customer, student, or prospective student.

Client is responsible for compliance with laws applicable to Client's marketing communications, including applicable requirements regarding:

text messaging;
telephone marketing;
automated communications;
commercial email;
opt-out requests;
do-not-call requests;
consent revocation;
customer lists;
lead generation;
privacy notices;
data collection; and
call recording.

Client will promptly inform GMFS of any consumer opt-out, consent revocation, complaint, or legal restriction that requires changes to a campaign or communication workflow.

GMFS may refuse to send, publish, automate, or facilitate communications that GMFS reasonably believes may violate applicable law or third-party platform requirements.

THIRD-PARTY PLATFORMS

GMFS relies on third-party services and platforms in providing certain Services.

These may include search engines, advertising platforms, social networks, CRM providers, web hosting providers, telecommunications services, analytics tools, payment systems, domain providers, software vendors, and other technology services.

GMFS does not own or control these third parties.

Third-party providers may:

modify their algorithms;
modify pricing;
change advertising policies;
reject advertisements;
suspend accounts;
change targeting options;
restrict data access;
modify APIs;
experience outages;
discontinue features;
change tracking technologies;
remove content;
change account requirements; or
terminate services.

GMFS is not liable for delays, losses, account restrictions, reduced marketing performance, outages, data limitations, or other consequences caused by the actions or failures of third-party providers outside GMFS's reasonable control.

GMFS may modify its strategy or implementation when reasonably necessary because of a third-party platform change.

NO GUARANTEE OF RESULTS

Client acknowledges that digital marketing performance depends upon many factors beyond GMFS's control.

Factors may include:

location;
competition;
market demand;
Client's pricing;
available aircraft;
instructor availability;lead response times;
Client's sales process;
financing options;
reputation;
website history;
advertising competition;
economic conditions;
seasonality;
search engine algorithms;
advertising platform algorithms;
changes in technology;
Client's staff performance; and
Client's ability to convert prospective students.

Accordingly, GMFS does not guarantee any specific number of leads, discovery flights, enrollments, students, customers, sales, revenue, website visitors, telephone calls, form submissions, advertising conversions, search rankings, cost per lead, return on advertising spend, return on investment, or other business outcome.

Any projections, forecasts, case studies, historical results, benchmarks, examples, or estimates provided by GMFS are illustrative only and do not constitute guarantees of future results.

SUBCONTRACTORS

GMFS expressly reserves the right to subcontract any or all portions of the Services.

GMFS may use:

employees;
independent contractors;
freelancers;
consultants;
agencies;
vendors;
affiliates;
developers;
designers;
copywriters;
advertising specialists;
technology providers; and
other subcontractors or service providers
to perform any part of the Services.

Client authorizes GMFS to select, engage, replace, and manage subcontractors without obtaining Client's separate approval for each subcontractor.

GMFS remains responsible for managing its subcontractors in connection with Services provided to Client.

Where subcontractors receive Client Confidential Information, GMFS will require confidentiality protections appropriate to the nature of the information and services involved.

Use of a subcontractor does not constitute an assignment of the Agreement.

INTELLECTUAL PROPERTY

13.1 Client Materials

Client retains ownership of materials owned by Client and supplied to GMFS, including Client's:

business name;
trademarks;
logos;
photographs;
videos;
customer data;
lead data;
written materials;
aircraft images;
student testimonials; and
other proprietary materials
(“Client Materials”).

Client grants GMFS and its subcontractors a nonexclusive, worldwide, royalty-free license during the Agreement to use, reproduce, modify, transmit, host, display, distribute, and otherwise process Client Materials as reasonably necessary to provide the Services.

Client represents that it has all rights and permissions required for materials provided to GMFS.

13.2 GMFS Materials

GMFS retains ownership of all pre-existing or independently developed intellectual property, including:

marketing methodologies;
strategies;
processes;
frameworks;
templates;
systems;
software;
code libraries;
scripts;
automation structures;
campaign methodologies;
reporting frameworks;
prompts;
training materials;
research methods;
proprietary processes;
know-how; and
reusable tools
(“GMFS Materials”).

Client does not acquire ownership of GMFS Materials merely because they are used in providing the Services.

13.3 Custom Deliverables

Unless a Service Order states otherwise, after Client has paid all amounts due for a custom deliverable, Client will own the final custom creative deliverable specifically produced for Client, such as final custom written website copy or custom graphics.

Ownership does not include:

GMFS Materials;
third-party materials;
licensed software;
stock assets;
templates;
reusable code;
platform technology; or
tools incorporated into or used to create the deliverable.

13.4 Embedded GMFS Materials

If GMFS Materials are incorporated into a Client-owned final deliverable, GMFS grants Client a perpetual, nonexclusive, royalty-free license to use those embedded GMFS Materials solely as necessary to use the final deliverable.

13.5 Third-Party Materials

Third-party software, stock photography, fonts, applications, themes, plugins, data, media, and other third-party materials remain subject to their applicable licenses and terms.

ACCOUNTS AND PLATFORM ACCESS

Where commercially reasonable, Client-owned domains, advertising accounts, analytics accounts, social accounts, business profiles, and similar assets should remain registered in Client's name.

Client authorizes GMFS and its subcontractors to access and administer Client accounts as necessary to provide Services.

Client is responsible for safeguarding its credentials and maintaining administrative access to Client-owned accounts.

GMFS may use agency-owned software, systems, licenses, accounts, reporting technology, and tools to perform Services. Client does not acquire ownership of such systems merely because they are used for Client's account.

Upon termination, GMFS may remove its personnel and subcontractors from Client-controlled systems.

WEBSITE SERVICES

Where GMFS designs, develops, hosts, or maintains a website, Client acknowledges that websites may depend upon third-party software, hosting environments, content management systems, plugins, APIs, and other technologies.

GMFS does not guarantee that a website will:

operate without interruption;
be free from all errors;
remain compatible with every future browser or device;
be immune from cybersecurity threats;
achieve any specific speed score;
satisfy every accessibility standard; or
produce any particular conversion rate.

Client is responsible for maintaining legally appropriate website policies, disclosures, privacy notices, terms, and business-specific information unless GMFS has expressly agreed in writing to provide such materials.

CONFIDENTIALITY

Each party may receive nonpublic information belonging to the other party, including business plans, financial information, customer information, pricing, marketing strategies, technology, lead data, sales data, and other proprietary information (“Confidential Information”).

Each party agrees to:

use the other party's Confidential Information only for purposes related to the Agreement;

use reasonable safeguards to protect Confidential Information; and
disclose Confidential Information only to personnel, subcontractors, service providers, or professional advisers who have a legitimate need to know and are subject to
appropriate confidentiality obligations.

Confidential Information does not include information that:

becomes publicly available without breach of the Agreement;
was lawfully known by the recipient before disclosure;
is lawfully received from another source without a confidentiality obligation; or
is independently developed without use of the disclosing party's Confidential Information.

A party may disclose Confidential Information when required by law, subpoena, court order, or government authority.

DATA PRIVACY AND SECURITY

Each party is responsible for complying with privacy and data protection laws applicable to its own activities.

Client is responsible for determining the purposes for which Client collects and uses personal information relating to prospective students, students, customers, employees, and other individuals.

Where GMFS processes personal information on Client's behalf solely to provide Services, GMFS will use that information for purposes related to the Services and in accordance with the Agreement and Client's lawful instructions.

Client authorizes GMFS to use subcontractors and technology providers that may process data as reasonably necessary to provide Services.

GMFS will use commercially reasonable safeguards appropriate to the nature of the information it processes

No website, software platform, internet transmission, telecommunications system, or computer network can be guaranteed to be completely secure. GMFS does not warrant that unauthorized access, cybersecurity incidents, or data loss can never occur.

Client is responsible for maintaining appropriate passwords, user permissions, multifactor authentication where available, internal security procedures, and security of devices and systems controlled by Client.

REPRESENTATIONS AND WARRANTIES

Each party represents that it has authority to enter into the Agreement.

Client represents and warrants that:

Client is purchasing Services for legitimate business purposes;
Client has the right to use and provide Client Materials;
Client Materials do not knowingly infringe another person's intellectual property, privacy, publicity, or other rights;
information supplied by Client is materially accurate;
Client's services are offered lawfully;
Client has obtained legally required permissions and consents relating to Client's lead and customer data; and
Client will not instruct GMFS to engage in unlawful, fraudulent, deceptive, or misleading conduct.

EXCEPT AS EXPRESSLY PROVIDED IN THE AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GMFS DISCLAIMS IMPLIED WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

INDEMNIFICATION

19.1 Client Indemnification

To the extent permitted by applicable law, Client will defend, indemnify, and hold harmless GMFS and its owners, officers, employees, agents, and subcontractors from third-party claims, damages, liabilities, judgments, fines, penalties, costs, and reasonable attorneys' fees arising out of or relating to:

Client Materials;

Client's products or services;

inaccurate or misleading information supplied by Client;

claims or representations concerning Client's flight training programs;

Client's pricing or financing representations;

Client's violation of applicable law;

Client's failure to obtain legally required marketing consent;

Client's breach of the Agreement; or

Client's misuse of the Services.

Client will not be required to indemnify GMFS to the extent a claim is directly caused by GMFS's gross negligence, willful misconduct, or knowing violation of applicable law.

19.2 GMFS Intellectual Property Indemnification

GMFS will defend and indemnify Client from a third-party claim alleging that a final original deliverable created solely by GMFS for Client and used as authorized directly infringes a United States copyright or trademark.

This obligation does not apply to claims arising from:

Client Materials;
Client instructions;
third-party materials;
modifications not made by GMFS;
combinations with materials not supplied by GMFS; or
Client's use of a deliverable outside the scope for which it was provided.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GMFS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING FROM OR RELATED TO THE AGREEMENT, INCLUDING LOST PROFITS, LOST REVENUE, LOST ENROLLMENTS, LOST BUSINESS OPPORTUNITIES, LOSS OF

GOODWILL, LOSS OF DATA, OR LOSS OF ANTICIPATED SAVINGS, EVEN IF GMFS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GMFS'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO A PARTICULAR SERVICE WILL NOT EXCEED THE TOTAL SERVICE FEES ACTUALLY PAID TO GMFS BY CLIENT FOR THAT SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

ADVERTISING SPEND, SOFTWARE FEES, MEDIA SPEND, AND OTHER THIRD-PARTY COSTS ARE NOT INCLUDED IN CALCULATING THE LIABILITY CAP.

Nothing in this Section limits Client's obligation to pay amounts properly due under the Agreement.

FORCE MAJEURE

Neither party is liable for a delay or failure to perform caused by circumstances beyond its reasonable control, including:

natural disasters;
severe weather;
fire;
flood;
war;
terrorism;
civil unrest;
governmental actions;
epidemics or public health emergencies;
labor disputes;
utility failures;
internet outages;
telecommunications failures;
widespread cybersecurity incidents;
third-party platform outages;
advertising platform restrictions;
search engine changes; or
other circumstances beyond the affected party's reasonable control.

The affected party will use commercially reasonable efforts to resume performance when practicable.

Payment obligations for Services already provided or third-party expenses already incurred are not excused by this Section.

INDEPENDENT CONTRACTOR

GMFS is an independent contractor.

Nothing in the Agreement creates an employment relationship, partnership, joint venture, franchise, fiduciary relationship, agency relationship, or other similar relationship between Client and GMFS.

Neither party may bind the other except as expressly authorized in writing.

PUBLICITY AND PORTFOLIO USE

Unless Client provides written notice objecting to such use, Client grants GMFS permission to identify Client's business name and logo in GMFS's customer lists, portfolio, website, presentations, and sales materials solely for purposes of identifying Client as a GMFS customer.

GMFS will not publicly disclose Client's Confidential Information or nonpublic marketing performance information in a detailed case study without Client's permission.

NON-SOLICITATION

To the extent permitted by applicable law, during the Agreement and for twelve (12) months following the termination of Client's last Service, Client will not knowingly solicit for direct employment or independent engagement an employee or contractor of GMFS who materially performed Services for Client.

This restriction does not apply to a person responding independently to a general employment advertisement not specifically directed at that person.

CHANGES IN SCOPE

Client-requested changes that materially increase or alter:

deliverables;
campaign volume;
number of locations;
number of websites;
advertising platforms;
content volume;
integrations;
automation complexity;
technology requirements; or
other Service requirements

may require additional fees, additional time, or a new Service Order.

GMFS is not required to perform work outside the agreed scope without additional compensation.

DELAYS CAUSED BY CLIENT

GMFS is not responsible for delays caused by Client's failure to provide:

account access;
approvals;
content;
credentials;
photographs;
business information;
compliance information;
feedback; or
other reasonably requested materials.

Client-caused delays do not automatically extend the twelve-month Service term or suspend Client's payment obligations.

Project schedules and anticipated launch dates may be adjusted to account for Client-caused delays.

CHANGES TO MARKETING STRATEGY

Client authorizes GMFS to make reasonable day-to-day changes to campaign execution and marketing strategy within the purchased scope without obtaining advance approval for every adjustment.

Such changes may include:

modifying bids;
adjusting budgets;
pausing underperforming advertisements;
testing new advertisements;
adjusting targeting;
changing keywords;
adjusting campaign structure;
changing landing page elements;
modifying publishing schedules; and
reallocating resources within an approved scope.

Material increases in Client's approved advertising budget require Client authorization.

ASSIGNMENT

Client may not assign the Agreement without GMFS's prior written consent, except in connection with a sale of substantially all of Client's business or assets if the successor agrees to assume Client's obligations.

GMFS may assign the Agreement to an affiliate, successor, purchaser, or other entity in connection with a merger, acquisition, restructuring, financing, or sale of substantially all of GMFS's business or assets.

GMFS's use of subcontractors does not constitute an assignment.

GOVERNING LAW

The Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles.

VENUE AND JURISDICTION

Unless the parties expressly agree otherwise in writing, any lawsuit or judicial proceeding arising out of or relating to the Agreement must be brought in a state court of competent jurisdiction located in Bexar County, Texas, or, if federal jurisdiction exists, the federal court with jurisdiction over San Antonio, Texas.

Each party consents to personal jurisdiction and venue in those courts.

To the extent permitted by applicable law, the prevailing party in an action to enforce the Agreement may recover reasonable attorneys' fees and court costs.

NOTICES

Formal notices involving breach, termination, indemnification, or a legal dispute must be sent to the business or email contact information most recently provided by the receiving party.

Operational communications, campaign approvals, project instructions, and routine notices may be transmitted by email, CRM, project-management software, messaging systems, or other methods customarily used by the parties.

ELECTRONIC COMMUNICATIONS

Client consents to receiving communications relating to the Agreement electronically.

Client agrees that electronic proposals, order forms, invoices, approvals, payment authorizations, acceptance records, emails, and other electronic communications may constitute written records between the parties.

Client is responsible for maintaining a current email address and contact information with GMFS.

MODIFICATIONS TO THESE TERMS

GMFS may update these Terms from time to time.

Unless required by law or expressly agreed otherwise, a material change to these Terms will not retroactively alter the agreed commercial terms, twelve-month commitment, or pricing applicable to a Service already purchased.

The version of these Terms presented or incorporated into Client's Service Order or purchase process on the Agreement Date will govern that Service unless the parties subsequently agree to amended terms.

A new or additional Service purchased after an update may be governed by the Terms in effect on the purchase date of that new Service.

SEVERABILITY

If any provision of the Agreement is determined to be invalid, unlawful, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in full force and effect.

WAIVER

A party's failure to enforce a provision of the Agreement does not waive that provision or the right to enforce it in the future.

A waiver is effective only when made in writing by the party granting the waiver.

SURVIVAL

Provisions that by their nature should continue after termination or expiration will survive, including provisions concerning:

amounts owed;
confidentiality;
intellectual property;
data;
indemnification;
limitation of liability;
governing law;
venue;
dispute obligations; and
accrued rights.

ENTIRE AGREEMENT

These Terms and the applicable Service Order constitute the complete agreement between Client and GMFS concerning the purchased Services and supersede prior or contemporaneous discussions, representations, proposals, promises, and communications concerning the same subject matter.

Client acknowledges that it is not relying upon any guarantee, promise, representation, projection, or statement regarding results that is not expressly included in the Agreement.

Any amendment to a Service Order must be agreed to in writing or electronically by authorized representatives of the parties.

HEADINGS

Section headings are included for convenience and do not affect interpretation of the Agreement.

CLIENT ACKNOWLEDGMENT

BY PURCHASING A SERVICE FROM GROW MY FLIGHT SCHOOL, CLIENT ACKNOWLEDGES AND AGREES THAT:

THE DATE OF PURCHASE IS THE AGREEMENT DATE FOR THE PURCHASED SERVICE;
EACH SERVICE PURCHASED FROM GMFS HAS ITS OWN TWELVE (12) MONTH INITIAL TERM BEGINNING ON ITS AGREEMENT DATE UNLESS OTHERWISE EXPRESSLY AGREED IN WRITING;
MONTHLY OR PERIODIC BILLING DOES NOT CREATE A MONTH-TO-MONTH AGREEMENT;
CLIENT IS RESPONSIBLE FOR PAYMENT THROUGH THE APPLICABLE TWELVE-MONTH COMMITMENT EXCEPT WHERE EARLY TERMINATION IS EXPRESSLY PERMITTED BY THE AGREEMENT;
GMFS DOES NOT GUARANTEE MARKETING, ENROLLMENT, SALES, SEARCH, ADVERTISING, OR REVENUE RESULTS;
ADVERTISING SPEND AND THIRD-PARTY COSTS ARE SEPARATE FROM GMFS SERVICE FEES UNLESS EXPRESSLY STATED OTHERWISE;
GMFS MAY USE SUBCONTRACTORS TO PERFORM ANY OR ALL PORTIONS OF THE SERVICES;
CLIENT HAS REVIEWED AND ACCEPTS THESE TERMS; AND
THE PERSON COMPLETING THE PURCHASE HAS AUTHORITY TO ENTER INTO THE AGREEMENT ON CLIENT'S BEHALF.

If Client does not agree to these Terms, Client should not purchase or authorize GMFS to begin providing Services.

Grow My Flight School Terms of Service

TERMS OF SERVICE