Master Charter Agreement

a. Client appoints and authorizes The Jet Merchants to act as agent for Client to arrange for air transportation services (“Flight Services”) operated by one or more licensed Third-Party Certified Air Carriers (“Carrier” or “Carriers”) on Client’s behalf pursuant to one or more air transportation agreements. Client authorizes The Jet Merchants to sign Client’s name on any documents necessary to obtain such Flight Services on behalf of Client, and Client declares that any act lawfully done hereunder by The Jet Merchants on behalf of Client shall be effective, valid and binding on Client as if the same had been signed, sealed and delivered or done by Client. The Jet Merchants’ appointment as Client’s agent, and all of The Jet Merchants’ rights and powers hereunder, shall be deemed coupled with an interest, are irrevocable and shall remain in effect until The Jet Merchants’ obligation to arrange for Flight Services has terminated.

b. The Jet Merchants shall act solely and exclusively as Client’s agent in arranging on demand Flight Services between Client and Carriers under the rules and regulations of Federal Aviation Administration (“FAA”) and Department of Transportation (“DOT”). All flights are operated by Carrier, a U.S. 14 CFR Part 135 on-demand air carrier. The Carrier has authority from both the FAA and DOT to operate. The Jet Merchants is not a certificated U.S. 14 CFR Part 135 air carrier, nor does it provide air carrier services.

c. Client understands and agrees that the Carrier shall have absolute discretion in all matters, including, without limitation, the preparation of the aircraft for flight and the flight itself, the load carried and its distribution, the decision whether or not a flight will be performed, what route will be flown, and all matters relating to the operation of the aircraft. Client specifically agrees that the Carrier shall have final and complete authority to cancel any flight for any reason or condition in its sole and absolute judgment. During any and all flights conducted pursuant to this Agreement, the Pilot-in-Command (as defined by the FAA) of such flight shall at all times be empowered to take all steps necessary in the interest of the safety of the Aircraft, its passengers, its crew, any cargo, and the operation of the flight, including re-routing, shortening, lengthening, terminating or cancelling such flight. The Jet Merchants offers the method by which to obtain the flight services of the carrier, but in no way does it have any responsibility or liability for any flight services provided by the carrier.

a. Client shall authorize individuals to request, confirm and cancel Trips, as defined below, on behalf of Client (the “Authorized Client Representatives”). Only Client or the Authorized Client Representatives may request, confirm, amend or cancel a Trip and Client understands and acknowledges that Client will be bound by the actions or inactions of its Authorized Client Representatives. The Authorized Client Representatives must be provided to The Jet Merchants in writing by Client. Client may from time to time amend the Authorized Client Representative list, but such amendments may only be made in writing to The Jet Merchants.

b. All requests by Client to schedule a Trip (as defined below) must come from an Authorized Client Representative and shall be submitted to The Jet Merchants by email, phone, text message or through The Jet Merchants’ online quote portal. At a minimum, Client shall provide The Jet Merchants the following information for each requested flight: (i) desired departure point; (ii) desired destination; (iii) desired date and time of flight; (iv) the number, age, weight and names of passengers; (v) the nature and extent of luggage, including approximate weight; (vi) the date and time of a return flight, if any, and (vii) any other information concerning the proposed flight and any required documentation that may be pertinent or is reasonably required by The Jet Merchants. The Jet Merchants shall provide the Authorized Client Representative for each flight or group of flights (collectively referred to as a “Trip”) a charter quote to Client as per the Client’s travel profile (the “Charter Quotes”). Charter Quotes will set forth a detailed itinerary, flight costs, aircraft details and other applicable information (as available). In order to convert a Charter Quote into a reservation, Client is required to sign and return a copy of the Charter Quote, including by electronic signature or through the online quote portal, signifying acceptance of same within the time frame required by The Jet Merchants and/or the Carrier. Client hereby also acknowledges and agrees to abide by and submit to any additional and/or alternative terms and conditions that a Carrier may promulgate, including the Carrier’s Contract of Carriage. By accepting the Charter Quote, Client authorizes The Jet Merchants to enter into a contract with the Carrier as Client’s agent. In addition, each accepted Charter Quote and related terms and conditions, including those additional and/or alternative terms and conditions that a Carrier may promulgate, including the Carrier’s Contract of Carriage are hereby incorporated into this Agreement.

c. All requests for Flight Services by Client are subject to acceptance by The Jet Merchants. The Jet Merchants hereby expressly reserves the right to accept or reject any reservation requests for any reason, or for no reason, whatsoever.

a. The Charter Quote for each specific trip shall set forth the charter price and any associated costs and expenses for each Trip. All pricing is dynamic and no pricing is guaranteed. In addition to normal and customary flight charges, federal excise taxes, segment fees and international fees, Client will be responsible to pay any Additional Expenses incurred on, or with regard to a Trip that may not have been set forth in the Charter Quote. The term “Additional Expenses” may include, to the extent not otherwise set forth in the Charter Quote, the following costs incurred by The Jet Merchants or Carrier in connection with the provision of the Flight Services and the Trip: (i) specially requested catering in excess of standard catering, (ii) request to use an FBO other than the one selected by The Jet Merchants, (iii) de-icing charges, (iv) international fees including international Wi-Fi, (v) in-flight entertainment, (vi) ground transportation charges, (vii) additional crew costs if more than one crew is required to complete the Trip, (viii) pet cleaning fees, (ix) in-flight phone calls made by Client; (x) Airspace, airport, ramp, landing fees, and parking fees; (xi) special event and handling fees; (xii) charges associated with medical transports; (xiii) taxes; (xiv) fuel surcharge; (xv) high density airport fees and (xvi) any other out of the ordinary charges incurred at the specific request of Client.

b. Client shall further be responsible for all taxes including but not limited to: sales, use, VAT, stamp, federal excise tax, transfer, and other fees, charges, imposts duties and penalties that may be imposed by any federal, state, county, local, foreign or other governmental authority as a result of the flights and services provided in connection with this Agreement (“Taxes”). All domestic Trips are subject to federal excise tax on passenger flights, and a domestic segment tax. Trips with any point of departure or landing outside the United States are subject to a federal departure tax. Client shall defend, indemnify and hold The Jet Merchants harmless against any such Taxes.

c. Client understands and acknowledges that such Additional Expenses, Taxes, fees and charges may be added to the Charter Quote (if known at the time the Charter Quote is executed) or will be billed to the Client after the Trip and may result in an increase to the final cost of the Trip as compared to the confirmed Charter Quote (“Trip Cost”). All such Additional Expenses, Taxes, fees and charges are due and payable immediately upon completion of the Trip.

Unless Client has funds on deposit under one of The Jet Merchants’ deposit programs, upon Client’s written acceptance of a Charter Quote to The Jet Merchants, full payment must be made to The Jet Merchants. Payment to The Jet Merchants may be made via ACH or wire transfer, however, Client must at all times have a valid credit card on file with The Jet Merchants. If payment is not received within five (5) business days prior to the start date of the Trip, Client’s credit card may be charged without further notice or request. Additional payment terms may be arranged and agreed upon by The Jet Merchants and Client, which shall be listed in the Charter Quote for each specific Trip. All credit card payments will incur a 4% processing fee.

All passenger names must be provided to The Jet Merchants at least forty-eight (48) hours prior to the departure date for domestic trips and at least seventy-two (72) hours prior to the departure date for international trips. A valid government-issued photo ID is required for all passengers over the age of 18 prior to the passenger boarding the flight. The Client is further responsible for obtaining any travel authorization documents such as passports and visas that may be required by any governmental authority. In the event the provided ID and/or security information is invalid, any and all liability for government issued fines shall be the Client’s responsibility. Client also acknowledges that any inconsistencies in the passenger manifest may cause departure delays, for which The Jet Merchants shall not be responsible.

a. Any cancellation of any confirmed Charter Quote or portion thereof is subject to the terms and conditions of the applicable Carrier’s cancellation policy. The Jet Merchants assumes no responsibility for the disposition or cancellation of any Charter Quote, either by Client or Carrier.

b. In the event that Client cancels, no shows, or changes a confirmed Charter Quote, The Jet Merchants may charge Client for any such fees and/or expenses relating to late cancellations or failure to show for a Trip (the “Cancellation Charge”). The Jet Merchants will use its best efforts to assist Client with any material change that is requested, however Client acknowledges that any change in date, time, itinerary, number of passengers or type of aircraft may be deemed a cancellation and may be subject to a Cancellation Charge. The Jet Merchants reserves the right to adjust the terms of its cancellation policy at any time upon notice to the Client.

c. The Jet Merchants and Carrier reserve the right to, and shall not be liable for, altering schedules and/or canceled flights due to Force Majeure. “Force Majeure” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, blockade, revolution, civil commotion, fire, any weather-related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, mechanicals, inability to obtain or delay in obtaining equipment, parts, or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses, or allocations, and any other cause outside of the complete control of The Jet Merchants or Carrier, as applicable, whether or not of the kind specifically listed above. In the event the Trip is not completed due to Force Majeure, the Client will be responsible for payment for all costs incurred for the completed portion(s) of the Trip but will not be responsible for the portions of the Trip not completed. In no event shall The Jet Merchants be liable for damages claimed as a result of a cancelled or delayed flight due to Force Majeure.

Client shall be held liable and responsible for any and all damage to an aircraft and property of Carrier caused by Client or Client’s guests whether or not Client was physically aboard the aircraft at the time such damage occurred.

Either party may terminate this Agreement at any time with thirty (30) days written notice. The Jet Merchants may terminate this Agreement at any time without notice for any material breach of this Agreement. Client shall remain liable to The Jet Merchants for any amounts due to The Jet Merchants pursuant to this Agreement. Within ninety (90) calendar days following the termination of this Agreement, a full accounting shall be made by representatives of both The Jet Merchants and Client, and all accounts settled between the Parties.

a. The Jet Merchants does not own or operate any aircraft on which the Flight Services are performed and does not carry aviation insurance. Aviation liability insurance is maintained by the Carrier, and Client may request to be added to the Carrier’s policy, subject to the Carrier’s approval. The Jet Merchants maintains its own general and professional liability insurance. The Jet Merchants has no responsibility for the performance of the Flight Services by the Carrier. The Jet Merchants neither supervises nor controls the actions of the Carrier, nor makes any representation either express or implied as to their suitability.

b. UNLESS DUE TO THE JET MERCHANTS’ GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, IN NO EVENT SHALL THE JET MERCHANTS’ AGGREGATE LIABILITY EXCEED THE AMOUNT ACTUALLY PAID BY CLIENT UNDER THE CHARTER QUOTE GIVING RISE TO SUCH CLAIM. UNLESS DUE TO THE JET MERCHANTS’ GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, IN NO EVENT SHALL THE JET MERCHANTS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, LOSS OF REVENUE, LOST PROFITS, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITIES, LOSS OF VALUE OR LOSS OF OTHER ECONOMIC ADVANTAGE). UNLESS DUE TO THE JET MERCHANTS’ GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, THE JET MERCHANTS SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY CLIENT, INCLUDING BUT NOT LIMITED TO LOSS, DAMAGE OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THE SERVICES PROVIDED HEREUNDER, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES, ANY DELAY OR FAILURE TO FURNISH AN AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF THE JET MERCHANTS, OR ANY RELIANCE PLACED BY CLIENT ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING.

c. CLIENT ON BEHALF OF THEMSELVES AND THEIR RESPECTIVE GUESTS AGREE TO ACCEPT THE PROCEEDS OF THE LIABILITY INSURANCE MAINTAINED BY CARRIER AS THEIR SOLE RECOURSE AGAINST EACH CARRIER OR THE JET MERCHANTS IN THE EVENT OF ANY CLAIM RELATING TO A TYPE OF INJURY, DEATH, OR PROPERTY DAMAGE FOR WHICH SUCH INSURANCE IS BEING PROVIDED.

d. UNLESS DUE TO THE JET MERCHANTS’ GROSS NEGLIGENCE OR INTENTIONAL CONDUCT, Client shall indemnify, defend, and hold harmless The Jet Merchants, Carrier and all of their respective officers, directors, shareholders, members, employees, legal representatives, and other agents, successors and assigns, and aircraft owners and aircrew (the “Indemnified Parties”) from and against any and all liabilities, losses, damages, penalties, costs (including reasonable attorney’s fees, court costs, expenses and disbursements from the date of first notice) and expenses on account of any claim, suit, cause of action, governmental action or proceeding, or other investigation, demand, proceeding, or anything of a similar nature made or brought against any of the Indemnified Parties as a result of Client’s breach of this Agreement or as a result of the services provided hereunder to Client. Such indemnity shall include any and all liability resulting from bodily injuries (including death), property damage or any breach of contract damages, except to the extent such indemnified losses arise from the gross negligence or willful misconduct of the Indemnified Parties.

e. THE JET MERCHANTS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO ANY MATTER ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED TO CLIENT OR ANY GUEST OF CLIENT; THE JET MERCHANTS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. CLIENT ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF THEIR USE OF THE SERVICES (INCLUDING ANY USE OF MEMBER APP OR WEBSITE), AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH CLIENT TO THE MAXIMUM EXTENT PERMITTED BY LAW.

This Agreement is subject to all governmental laws, rules and regulations governing the flights contemplated hereunder, including, without limitation, any rules and regulations of the FAA, Transportation Security Administration, DOT, the Internal Revenue Service and any other applicable federal, state or local law, regulation or rule whether in existence or subsequently made applicable.

The Jet Merchants may give notice by means of electronic mail to Client’s email address on record, by posting such notice to the Client App or Website, or by written communication sent by first class mail or pre-paid post to Client’s address on record. Client is responsible for keeping his or her account information up to date. Notice shall be deemed to have been given upon the expiration of (i) 48 hours after posting to the Client App or Website, or (ii) 48 hours after sending electronically if sent by email. Client may give notice to The Jet Merchants by confirmed email to info@thejetmerchants.com, and such notice shall be deemed given when received by The Jet Merchants.

The Jet Merchants collects and utilizes Client information according to the Privacy Policy that is incorporated in full by this reference and available at https://www.thejetmerchants.com/template/privacy-policy.

a. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns.

b. Except as expressly provided herein, Client may not assign this Agreement to another party. Any attempted assignment is null and void.

c. If any provision of this Agreement shall be invalid or unenforceable, such invalidity or unenforceability shall not render the entire Agreement invalid. Rather, the Agreement shall be construed as if not containing the particular invalid or unenforceable provision, and the rights and obligations of each Party shall be construed and enforced accordingly.

d. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.

e. In the event it becomes necessary to enforce the terms of this Agreement by litigation or otherwise, the prevailing party shall be entitled to recover its reasonable attorney’s fees and court costs, including any such fees or costs arising from subsequent appeals and efforts to execute on any judgment.

f. This Agreement shall be governed and construed in accordance with the laws of the State of Texas without regard to conflict of law principles. Each Party hereby consents to the jurisdiction and venue of the state and federal courts located in Fort Bend County, Texas. THE PARTIES HEREBY KNOWINGLY AND FREELY WAIVE THEIR RIGHTS TO A JURY TRIAL IN ANY ACTION, SUIT OR PROCEEDING RELATING TO, ARISING UNDER OR IN CONNECTION WITH THIS AGREEMENT.

g. This Agreement and all Charter Quotes attached hereto, set forth the entire agreement and understanding of the parties hereto in respect to the transactions contemplated hereby. This Agreement and all Charter Quotes attached hereto supersede all prior agreements, arrangements and understandings relating to the subject matter hereof and are not intended to confer upon any other person any rights or remedies hereunder. If there is any conflict between the terms and conditions of this Agreement and the Charter Quote, the Charter Quote shall prevail. If Client and The Jet Merchants have entered into a separate written program or deposit agreement, that agreement controls over this Agreement to the extent it so provides.

h. This Agreement and any Charter Quotes are confidential, and may not be disclosed to any third party without the written consent of The Jet Merchants, except as required by law and except that Client shall be entitled to disclose same to its attorneys, accountants, and consultants and as needed to perform its obligations thereunder. The Jet Merchants will not disclose information regarding Client, passengers, or their travel arrangements, unless authorized by Client, required by law or to perform its obligations hereunder. Only persons named as Authorized Client Representatives are authorized to obtain information about flight or billing information.

i. Each party represents and warrants to the other that it (i) is duly authorized by all necessary corporate, partnership, or other applicable action to execute, deliver, and perform this Agreement, and (ii) will not use an aircraft for the purpose of transporting passengers or cargo in air commerce for compensation or hire except in accordance with the provisions of Sections 91.321 and/or 91.501 of the FARs, if applicable, or for any illegal purpose, or for any use prohibited by the insurance maintained on any such aircraft or which may cause the insurance coverage to become invalid or of no force or effect.

j. Client agrees that it is purchasing charter air transportation services for the carriage of Client and its guests, and that Client will receive no compensation from a guest passenger for being carried on board the flight, unless permitted by law.

k. Client represents and warrants that neither Client nor any of Client’s affiliates nor any of its shareholders, officers, managers, members, partners, equity owners, directors, representatives, agents, guests, passengers, or employees, or any person who owns a controlling interest in or otherwise controls Client or any of Client’s affiliates, nor any of Client’s transferees or permitted assigns (collectively, the “Purchase Parties”), is, or shall be during the term of this Agreement, (i) a person or entity designated by the US Government as a Specially Designated National or Blocked Person (“SDN”), Foreign Sanctions Evader (“FSE”), or on the Sectoral Sanctions Identification List (“SSIL”), or included on any of the US Government’s Entity List, Denied Persons List, Debarred List, or Unverified List, (ii) a person or entity designated by the European Union or United Kingdom for purposes of asset freeze, sanctions, sectoral sanctions, or restrictions on the receipt of any goods or technology, (iii) owned or controlled by an SDN, FSE, SSIL or a person/entity on the European Union’s, United Kingdom’s or the US Government’s restricted party lists identified in (i) and (ii) above, or (iv) organized, established, domiciled or resident in Belarus, Cuba, Iran, North Korea, Russia, Sudan, Syria or in the Crimea Region. There exists no prohibition under the laws of the United States on the matters contemplated by this Agreement related to the identity, citizenship, location or business of Client. Should any of the representations in this paragraph be incorrect, at any time during this Agreement, The Jet Merchants shall be entitled to immediately terminate this Agreement, recover from Client any and all fines and/or penalties imposed on The Jet Merchants as a result of Client’s breach of this Section.