At a glance

This is the master agreement between your flying club (“Club”) and Fifth Nine, LLC (d/b/a Wingmint). The short version:

You run the club; we run the software. Wingmint gives your Club the tools to schedule aircraft, bill members, track maintenance, and meet TSA FTSP recordkeeping. Operational and regulatory decisions remain with the Club and with each pilot.
Your Club collects dues through Stripe. The Club is the merchant of record for every charge against a member. Chargebacks, reversals, refunds, and taxes sit with the Club.
Aviation is not our liability. Every pilot remains the final authority under 14 CFR § 91.3. Wingmint does not make airworthiness, currency, or regulatory determinations.
Your Club is the TSA-regulated flight training provider. Wingmint provides tools to help with 49 CFR Part 1552; the Club makes every determination.
We cap what we owe you. See Section 14. Disputes go to AAA arbitration with a class-action waiver (Section 22).
You own your data. 90-day post-termination export window, CSV and REST API, no fee. See Section 18.

The “At a glance” section is a plain-English summary and is not a binding part of this Agreement. The numbered sections below govern.

1. Definitions

Capitalized terms used in this Agreement have the following meanings:

“Agreement” means this Club Services Agreement, including the Acceptable Use Policy and the Member Terms, each incorporated by reference.
“Club” means the flying-club organization identified during onboarding and any affiliate, officer, employee, or volunteer acting on its behalf.
“Club Admin”means a Member designated by Club to configure or administer the Service on Club's behalf.
“Club Content”means all data, text, files, images, and records Club or its Members upload to, or generate within, the Service — including schedules, flight logs, Hobbs and tach readings, squawks, uploaded documents, billing transactions, and TSA FTSP records.
“Member” means a natural person who holds a Wingmint account associated with Club, including without limitation pilots, students, instructors (CFIs), administrators, officers, and guests.
“Service” means the Wingmint hosted software, mobile experiences, REST API, MCP server, and any related software or services Wingmint provides.
“Stripe” means Stripe, Inc. and its affiliates.
“Wingmint,” “we,” “us,” or “our” means Fifth Nine, LLC, an Illinois limited liability company doing business as Wingmint.

2. Acceptance and authority

By clicking “I Agree” or by creating, activating, or using a Wingmint Club account, the individual accepting this Agreement represents and warrants that (a) they are an officer, director, or other person duly authorized to bind the Club, (b) the Club is a legal entity or unincorporated association validly organized under US law, (c) the Club operates within the United States and under the jurisdiction of the United States Federal Aviation Administration, and (d) the person accepting this Agreement is at least 18 years old.

Wingmint records acceptance metadata (timestamp, IP address, user-agent, and Agreement version) at the time of acceptance and retains those records for the life of the Club account plus seven (7) years.

3. The Service

Subject to this Agreement and Club's payment of all applicable fees, Wingmint grants Club a non-exclusive, non-transferable, non-sublicensable, revocable right during the term to access and use the Service for Club's internal business operations and for its Members' use of the Service in connection with Club's operations.

The Service is an administrative tool. It is not an avionics system, a navigation source, a weather briefing service, a flight-planning tool, a dispatch release, or an electronic flight bag. See Section 8.

4. Payments and Stripe Connect

For transactions between Club and its Members processed through the Service, Club is the merchant of record and the seller of record. Stripe provides payment processing under the Stripe Connected Account Agreement, which Club enters into directly with Stripe. Wingmint is a “Platform” under that agreement and is not a party to any transaction between Club and any Member.

Club is solely responsible for:

the goods, services, and privileges Club provides to its Members;
pricing, invoicing, credits, refunds, and dispute resolution with Members;
chargebacks, reversals, negative balances, insufficient-funds events, and any resulting fees, regardless of cause;
sales tax, use tax, VAT, excise tax, and other taxes associated with Club's transactions, and for assessing, collecting, remitting, and reporting them;
1099-K issuance and any other tax information reporting owed to Members or governmental authorities;
compliance with all payment card network rules, NACHA rules for ACH, and any other rules applicable to Club's payment activity; and
any action Stripe takes with respect to Club's account, including suspension, reserve, or termination.

Wingmint does not hold Club funds and does not guarantee any volume, speed, or success rate of payment processing. Any Stripe action affecting Club may be passed through to the Service. Wingmint's aggregate liability arising out of or related to payments is subject to Section 14.

5. Wingmint fees

Club will pay Wingmint the fees set out in the pricing then in effect for the Service plan Club has selected, plus any applicable taxes. Fees are billed in advance on a monthly or annual cycle, are non-refundable except as expressly provided in this Agreement, and are due on receipt. Wingmint may change its fees on thirty (30) days' prior notice as described in Section 19.

If Club fails to pay fees when due, Wingmint may suspend the Service after ten (10) days' prior notice. Fees unpaid after suspension bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

6. Member Terms and Acceptable Use Policy

Every Member of Club must accept the Wingmint Member Terms and the Wingmint Acceptable Use Policy before using the Service. Club agrees not to create Member accounts or authorize Member access to the Service except through the Wingmint signup flow, which captures Member acceptance. Club will notify Wingmint promptly if Club becomes aware of any Member in material breach of the Member Terms or the Acceptable Use Policy.

7. TSA FTSP (49 CFR Part 1552)

For purposes of 49 CFR Part 1552 and all Transportation Security Administration Flight Training Security Program (“FTSP”) obligations, Club is the flight training provider and is the sole party responsible for: (i) determining the citizenship and alien status of each Member; (ii) verifying supporting documentation; (iii) submitting required notifications to TSA; (iv) making candidate approval or denial decisions; (v) maintaining all required records; and (vi) reporting.

Wingmint provides software tools to help Club organize and track this information. Wingmint is not a flight training provider, makes no FTSP determinations, and makes no representation that any status displayed in the Service is accurate, current, or sufficient for compliance. Club remains the controller of all FTSP data.

Club shall indemnify and hold Wingmint harmless from any claim, fine, civil penalty, investigation cost, defense cost, or loss arising from Club's FTSP obligations, including any claim by TSA, the Department of Homeland Security, or any Member or third party related to a citizenship or alien-status determination.

8. Aviation Operations Disclaimer

The Service is an administrative and informational tool for flying clubs. The Service is not an avionics system, navigation source, weather service, flight-planning tool, or electronic flight bag. The Service does not make airworthiness, currency, endorsement, or regulatory determinations. Data displayed in the Service — including schedules, squawks, Hobbs and tach entries, currency tracking, endorsement tracking, TSA FTSP status, and maintenance due dates — may be inaccurate, incomplete, out of date, or unavailable. You must independently verify all relevant information before every flight. The pilot in command remains the final authority under 14 CFR § 91.3 and is solely responsible for the safe operation of any aircraft. Do not use the Service to make in-flight or safety-of-flight decisions.

9. Club obligations

Club will:

maintain accurate Club registration, fleet, membership, and FTSP information in the Service;
maintain a manual-key fallback procedure for any period during which the Keycafe integration, if enabled, is unavailable;
maintain required aircraft logbooks, maintenance records, and pilot records as required by law, independent of records in the Service;
promptly correct or remove Club Content that is unlawful, inaccurate, or violates this Agreement;
supervise and be responsible for the acts and omissions of its Club Admins and Members within the Service;
implement appropriate internal access controls, including role assignment and offboarding of departed Members;
comply with all laws, regulations, and industry rules applicable to Club's operations, including FAA regulations, TSA regulations, state insurance and consumer-protection laws, and applicable tax laws; and
comply with, and cause its Members to comply with, the Acceptable Use Policy.

10. Beta Features

The following features are currently “Beta Features” and are provided without warranty, without service-level commitment, and subject to immediate modification or removal:

the Wingmint Model Context Protocol (MCP) server;
AI-assisted maintenance squawk summarization;
the Wingmint public REST API (which will exit Beta when versioned at v1); and
any feature labeled “Beta,” “Preview,” “Experimental,” or “Early Access” in the Service user interface.

Beta Features are provided “as is” and “as available.” Wingmint may discontinue any Beta Feature at any time. Club's use of a Beta Feature is voluntary; Club may choose not to enable or use any Beta Feature.

11. Third-party services

The Service integrates with third-party services, including Stripe, Keycafe (if Club enables the SmartBox integration), and other services listed on wingmint.com/subprocessors. Those services are provided by their respective providers under their own terms and are not controlled by Wingmint. Wingmint does not warrant the availability, accuracy, or performance of any third-party service and is not liable for any act, omission, outage, data loss, or change caused by a third-party service.

12. Data

As between Wingmint and Club, Club owns all Club Content. Club grants Wingmint a limited, worldwide, non-exclusive, royalty-free license to host, process, transmit, display, and otherwise use Club Content solely as necessary to provide and improve the Service, to comply with law, and to enforce this Agreement.

For personal information about Club's Members, Club is the controller (or the “business” under the California Consumer Privacy Act) and Wingmint is the processor (or “service provider”). Wingmint will handle such data in accordance with this Agreement and the Wingmint Privacy Policy. Enterprise Clubs may request a Data Processing Addendum.

Wingmint will not use Club Content to train generative AI or machine-learning models. Wingmint will not sell Club Content, and will not share Club Content for cross-context behavioral advertising.

13. Warranty disclaimer

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, WINGMINT DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WINGMINT DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL CODE, OR THAT DATA WILL BE ACCURATE, COMPLETE, OR PRESERVED.

Without limiting the foregoing, Wingmint makes no representation or warranty regarding (a) the accuracy, completeness, or availability of any schedule, squawk, endorsement, currency record, FTSP status, or maintenance due date; (b) the suitability of the Service for any flight operation, dispatch decision, or regulatory compliance obligation; or (c) the performance, availability, or security of any third-party service.

14. Limitation of liability

IN NO EVENT SHALL WINGMINT'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SERVICE, OR ANY CONDUCT BY WINGMINT, EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID BY CLUB TO WINGMINT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY, EXCLUDING ANY PASS-THROUGH FEES LEVIED BY FINANCIAL PROVIDERS OR OTHER THIRD PARTIES; OR (B) ONE HUNDRED US DOLLARS ($100.00).

IN NO EVENT SHALL WINGMINT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, RELIANCE, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES; FOR LOST REVENUE, PROFITS, SAVINGS, OR GOODWILL; FOR BUSINESS INTERRUPTION; FOR PERSONAL INJURY OR PROPERTY DAMAGE; OR FOR LOSS OF DATA, IN EACH CASE REGARDLESS OF THE LEGAL THEORY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND REGARDLESS OF WHETHER WINGMINT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION 14 APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE, AND EVEN IN THE CASE OF WINGMINT'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

The limitations in this Section 14 do not apply to Club's payment obligations under Section 5 or to Club's indemnity obligations under Section 15, which are uncapped.

The parties agree that the limitations in this Section 14 are a material inducement to Wingmint's provision of the Service at its stated fees, and that a court should enforce the cap to the maximum extent permitted even if any other portion of this section is held unenforceable.

15. Indemnification

Club will defend, indemnify, and hold harmless Wingmint, its affiliates, and their respective officers, directors, employees, and agents from and against any third-party claim, suit, action, regulatory proceeding, fine, penalty, or investigation, and all related liabilities, damages, costs, and expenses (including reasonable attorneys' fees), arising out of or related to:

Club's or any Member's use of the Service;
Club Content, including any allegation that Club Content infringes a third-party right or violates law;
any flight, incident, accident, injury, or property damage involving an aircraft operated by Club or any Member;
Club's obligations under Section 7 (FTSP), including any claim, fine, or penalty by TSA or the Department of Homeland Security;
Club's obligations under Section 4 (Payments), including chargebacks, reversals, negative balances, and tax reporting;
any violation of law, regulation, or third-party right by Club or any Member; and
Club's breach of this Agreement, including the Acceptable Use Policy.

Wingmint will promptly notify Club of any claim and reasonably cooperate with Club's defense at Club's expense. Club will not settle any claim that admits fault by, or imposes obligations on, Wingmint without Wingmint's prior written consent. Wingmint may participate in the defense with counsel of its choice at its own expense.

16. Intellectual property

Wingmint and its licensors retain all right, title, and interest in and to the Service, including all software, designs, trademarks, logos, and documentation, and all modifications and improvements thereto. Except for the limited rights granted in Section 3, no other right or license is granted. Feedback submitted by Club or Members is non-confidential; Wingmint may use it without restriction or compensation.

17. Confidentiality

Each party (the “Receiving Party”) will protect the other party's (the “Disclosing Party”) Confidential Information with the same care it uses for its own confidential information of like importance and in no event less than reasonable care. Confidential Information includes any non-public business, technical, or financial information marked confidential or that a reasonable person would understand to be confidential.

Confidential Information does not include information that (a) is or becomes public through no fault of the Receiving Party, (b) was known to the Receiving Party without obligation of confidentiality before disclosure, (c) is independently developed without use of Confidential Information, or (d) is rightfully received from a third party without obligation of confidentiality.

18. Termination and data export

Either party may terminate this Agreement for convenience at the end of the then-current billing cycle by notice through the Service. Either party may terminate this Agreement for cause on thirty (30) days' written notice of a material breach that remains uncured. Wingmint may suspend or terminate the Service immediately if Club fails to pay fees after the notice period in Section 5, engages in conduct that violates the Acceptable Use Policy or applicable law, or creates a security or legal risk to Wingmint or other customers.

Upon termination of this Agreement for any reason, Club retains the ability to export Club Content through the Service's standard export mechanisms (CSV and REST API) for a period of ninety (90) days from the effective date of termination. Wingmint shall not charge any fee for export during this window. Following the expiration of the 90-day export window, Wingmint may permanently delete all Club Content from its production systems. Wingmint shall retain backup copies in the ordinary course of its backup policy; such backups shall be purged on the ordinary rotation schedule of such policy.

Sections 4 (for accrued obligations), 5 (for accrued fees), 7, 8, 13, 14, 15, 16, 17, 18, 22, 23, and 24 survive termination.

19. Modifications

Wingmint may modify this Agreement from time to time. Non-material modifications (typographical corrections, formatting, clarifications, or changes required by law that do not materially affect Club's rights or obligations) take effect upon posting. For material modifications (changes to fees, arbitration, limitation of liability, or data handling), Wingmint shall provide thirty (30) days' advance notice via email to Club's administrative contact and in-product notice. Club's continued use of the Service after the effective date of a material modification, or Club's affirmative click-through re-acceptance, constitutes acceptance. Club may reject a material modification by terminating this Agreement during the 30-day notice period.

20. Notices

Wingmint may deliver notices to Club by email to the Club's administrative contact on file or by in-product notice. Club may deliver notices to Wingmint by email to legal@wingmint.com or by US mail to Fifth Nine, LLC, attn: Legal, 2093 Philadelphia Pike #7272, Claymont, DE 19703. Notices are effective on delivery.

21. Force majeure

Neither party is liable for any delay or failure to perform (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, war, terrorism, riots, labor disputes, government action, pandemic, fire, flood, earthquake, power outage, telecommunications failure, cloud-provider or data-center outage, DNS failure, cyberattack, artificial intelligence or model-provider failure, or sub-provider failure. The affected party will use reasonable efforts to resume performance.

22. Dispute resolution, arbitration, and class waiver

Please read this section carefully. It requires binding individual arbitration of most disputes and waives class actions and jury trials, except as stated below.

22.1 Informal resolution

Before initiating arbitration, the party asserting a claim must send written notice describing the claim and the relief requested to the other party at the address in Section 20. The parties will negotiate in good faith for thirty (30) days. Arbitration is tolled during this period.

22.2 Individual arbitration

All disputes arising out of or related to this Agreement, the Service, or the parties' relationship — whether in contract, tort, statute, or otherwise — will be resolved by final and binding individual arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and, where applicable, its Supplementary Procedures for Consumer-Related Disputes, by a single arbitrator. The hearing location is determined by AAA under those rules and shall be, at Club's election, (a) in the federal judicial district in which Club's principal place of business is located, (b) by teleconference or videoconference, or (c) in Wilmington, Delaware. For any claim of $10,000 or less brought by Club, Wingmint will pay all AAA fees. The arbitrator may award only individual relief and may not order relief affecting any person or entity not a party.

22.3 Class, collective, and representative waiver

CLUB AND WINGMINT EACH WAIVE ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER. THIS WAIVER IS NOT SEVERABLE FROM THIS ARBITRATION AGREEMENT. IF A COURT FINDS THIS WAIVER UNENFORCEABLE WITH RESPECT TO ANY CLAIM, THEN THE ENTIRE ARBITRATION AGREEMENT (SECTIONS 22.2 THROUGH 22.6) IS VOID AS TO THAT CLAIM, AND THE CLAIM WILL PROCEED IN COURT SUBJECT TO SECTION 22.7 AND THE JURY WAIVER IN SECTION 22.8.

22.4 Batching of coordinated claims

If 25 or more similar arbitration demands are filed by or on behalf of claimants represented by the same counsel or coordinated counsel within a sixty (60) day window, AAA shall not process the demands individually. The demands will be grouped into batches of no more than fifty (50) simultaneous arbitrations. Statute of limitations and AAA filing deadlines are tolled for all demands held pending a later batch.

22.5 Bellwether procedure

Within each batch of 50 arbitrations, five (5) bellwether cases will proceed first — three selected by claimants' counsel and two selected by Wingmint. The results of the bellwether cases will inform a good-faith mediation of the remaining claims in the batch. Any individual claimant may, within thirty (30) days after mediation concludes without resolution of their claim, opt out of further arbitration and pursue that claim in a court of competent jurisdiction in Club's home state, subject to the class waiver in Section 22.3 and the jury waiver in Section 22.8. Statute of limitations remains tolled for each claim until the later of the resolution of that claim in arbitration or the filing of that claim in court.

22.6 Opt-out

Club may opt out of this arbitration agreement by sending written notice to legal@wingmint.com within thirty (30) days after first accepting this Agreement. Opting out will not affect the other provisions of this Agreement.

22.7 Forum for non-arbitrable claims

For any claim not subject to arbitration under this Section 22, the parties submit to the exclusive jurisdiction of the Delaware Court of Chancery (or, if that court lacks subject-matter jurisdiction, the state or federal courts located in New Castle County, Delaware). Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property rights.

22.8 Jury waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CLUB AND WINGMINT EACH IRREVOCABLY WAIVE ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE. THIS JURY WAIVER IS A SEPARATE AGREEMENT BETWEEN THE PARTIES AND SURVIVES THE SEVERANCE OR UNENFORCEABILITY OF ANY OTHER PROVISION OF THIS SECTION 22.

23. General

Governing law. This Agreement is governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles.

Assignment.Club may not assign this Agreement without Wingmint's prior written consent. Wingmint may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.

Independent contractors. The parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. This Agreement is for the benefit of the parties only. Stripe is an intended third-party beneficiary of Section 4 only to the extent necessary to enforce the merchant-of-record allocation.

Severability. If any provision is held unenforceable, the remaining provisions continue in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable. Section 22.3 is not severable; it is subject to the specific fallback in that subsection.

Waiver. A waiver of any breach is not a waiver of any other breach. No waiver is effective unless in writing.

US government restricted rights.The Service is “commercial computer software” within the meaning of the applicable federal acquisition regulations.

24. Entire agreement

This Agreement, together with the Acceptable Use Policy, the Member Terms, the Privacy Policy, and any order form or written agreement signed by both parties that expressly references this Agreement, constitutes the entire agreement between the parties with respect to the Service and supersedes all prior proposals, agreements, and communications. Marketing materials, product roadmaps, sales presentations, and any forward-looking statements are informational only and are not part of this Agreement.

In the event of a conflict, the order of precedence is: (1) a negotiated master agreement signed by both parties; (2) a signed order form; (3) this Agreement; (4) the Member Terms; (5) the Acceptable Use Policy; and (6) the Privacy Policy (for data-handling matters only).

Changelog

April 16, 2026 (v1.0.0)— Initial version.

Club Services Agreement