Effective Date: July 28, 2026
Last Updated: July 28, 2026
These Terms and Conditions ("Terms") govern the professional and consulting services offered by Korvian Holdings LLC ("Korvian," "we," "us," or "our") to clients ("Client," "you," or "your"). By engaging Korvian for services, signing a Statement of Work, or otherwise accepting a Korvian proposal, you agree to these Terms.
These Terms apply to services engagements only. Purchases of physical products through the Korvian UAV storefront are governed by the separate Korvian UAV Terms and Conditions.
Korvian Holdings LLC is an aviation and UAV parts distribution and services holding company. Services offered may include, without limitation, aviation and UAV consulting, procurement and sourcing support, project services, documentation and compliance support, and related professional services.
The specific services, deliverables, timeline, fees, and any assumptions applicable to a given engagement will be documented in a written Statement of Work ("SOW"), engagement letter, or order form referencing these Terms.
Each engagement must be initiated by a written SOW executed by both parties. In the event of any conflict between the terms of a SOW and these Terms, the SOW controls with respect to that engagement, except that provisions relating to limitation of liability, indemnification, confidentiality, and dispute resolution in these Terms will govern unless expressly overridden with reference to this Section.
Fees are as stated in the applicable SOW. Unless the SOW provides otherwise, invoices are payable Net 30 from the invoice date.
Undisputed amounts unpaid after their due date accrue late charges at the lesser of 1.5 percent per month or the maximum rate permitted by law. Client is responsible for costs of collection, including reasonable attorneys' fees.
If Client disputes an invoice in good faith, Client must notify Korvian in writing within ten (10) business days of the invoice date, specifying the amount disputed and the basis for the dispute. Undisputed amounts on the invoice remain payable as scheduled while the dispute is worked out in good faith.
Each party may receive or have access to non-public information of the other party, including business, technical, financial, customer, or supplier information ("Confidential Information"). The receiving party will use Confidential Information only in connection with the engagement and will protect it with at least the same degree of care it uses to protect its own confidential information of similar sensitivity, and no less than a reasonable degree of care.
Confidential Information does not include information that is or becomes publicly available through no fault of the receiving party, was lawfully known to the receiving party without a duty of confidentiality prior to disclosure, is lawfully received from a third party without a duty of confidentiality, or is independently developed without reference to the disclosing party's Confidential Information.
The parties may execute a separate mutual non-disclosure agreement for a specific engagement, which will supplement this Section.
Korvian retains all right, title, and interest in and to its pre-existing materials, tools, methodologies, know-how, templates, and general skills and experience ("Korvian IP"), including any improvements or derivatives, regardless of use in an engagement.
Unless the applicable SOW provides otherwise, upon full payment of the applicable fees, Client owns the final deliverables specifically developed for Client under the SOW ("Deliverables"), excluding Korvian IP incorporated therein. Korvian grants Client a perpetual, non-exclusive, non-transferable license to use any Korvian IP embedded in Deliverables solely for Client's internal business purposes.
Korvian warrants that it will perform services in a professional and workmanlike manner consistent with industry standards. Except for this express warranty, Korvian disclaims all other warranties, express or implied, including implied warranties of merchantability, fitness for a particular purpose, and non-infringement, to the maximum extent permitted by law.
Korvian is not a law firm, accounting firm, or regulatory authority. Any consulting, compliance, or documentation support is provided as professional services and does not constitute legal, accounting, or regulatory advice. Client is responsible for engaging appropriate professional advisors where required.
To the maximum extent permitted by law, in no event will Korvian, its affiliates, officers, employees, agents, or subcontractors be liable for any indirect, incidental, special, consequential, punitive, or exemplary damages, or for any lost profits, lost revenue, lost data, or business interruption, arising out of or related to any engagement, whether based in contract, tort, strict liability, or otherwise, even if advised of the possibility of such damages.
To the maximum extent permitted by law, Korvian's aggregate liability arising out of or related to an engagement will not exceed the fees paid by Client to Korvian under the applicable SOW during the six (6) months preceding the event giving rise to the claim.
Client will defend, indemnify, and hold harmless Korvian and its affiliates, officers, directors, employees, and agents from and against any third-party claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to Client-provided materials or information, Client's use of the Deliverables, Client's violation of applicable law, or Client's breach of these Terms.
Either party may terminate an engagement for convenience upon thirty (30) days' prior written notice, subject to payment for services performed and expenses incurred through the effective date of termination.
Either party may terminate an engagement for cause if the other party materially breaches the SOW or these Terms and fails to cure the breach within fifteen (15) days after written notice describing the breach.
Upon termination, Client will pay Korvian for services performed and non-cancelable expenses incurred through the termination date. Provisions that by their nature survive termination, including confidentiality, IP ownership, warranty disclaimers, limitation of liability, indemnification, and dispute resolution, will survive.
These Terms and each SOW are governed by and construed in accordance with the laws of the State of North Carolina, without regard to conflict-of-laws principles.
The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Mecklenburg County, North Carolina, for any dispute arising out of or related to these Terms or an engagement.
Korvian and Client are independent contractors. Nothing in these Terms or any SOW creates a partnership, joint venture, agency, or employment relationship.
Neither party is liable for a delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, civil unrest, labor disputes, epidemics or pandemics, government actions, supply-chain disruptions, or utility or telecommunications failures.
We may update these Terms from time to time. Updated Terms apply to engagements initiated after the update. Modifications to an existing SOW must be made by written change order signed by both parties.
These Terms, together with any applicable SOW, constitute the entire agreement between the parties regarding the subject matter. If any provision is held unenforceable, the remainder will remain in effect. Neither party may assign these Terms or an SOW without the other party's written consent, except that either party may assign in connection with a merger, acquisition, or sale of substantially all of its assets. Notices must be in writing and sent to the addresses provided by the parties.
Questions about this document may be directed to Korvian Holdings LLC at 301 S McDowell St, Ste 125-1161, Charlotte, NC 28204, by phone at (704) 323-6968, or by email at info@korvian.com.
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