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VIP Terms and Conditions

AEROVANTI MEMBERSHIP AGREEMENT
This Membership Agreement (this “Agreement”), dated as of the first date set forth below, is by and between AeroVanti Aviation LLC (“AeroVanti”) and the member identified below (“Member”). This Agreement, together with the terms and conditions in the Flight Services Agreement (the “Flight Services Agreement”) of even date herewith, and any exhibits or schedules to this Agreement and the Flight Services Agreement governs the use of the Club and AeroVanti aircraft by you and your guests.

Club:
AeroVanti’s Elite Air Club (the “Club”) is a private membership-based club. The Club provides its members with a host of benefits including access to private flights, operated by an aircraft operator that holds an air carrier certificate issued by the Federal Aviation Administration under the Federal Aviation Regulations (the “Operator”), on aircraft AeroVanti owns or leases; access to the Club’s concierge services; other membership benefits (including, but not limited to, partnership benefits and discounts); business development relationships; and the AeroVanti website located at www.AeroVanti.com which are available for Member to request flights and conduct other member activities. In arranging flights for Member, AeroVanti acts as the agent for Member to contract on demand transportation with an Operator, when AeroVanti itself is not the aircraft Operator.

Membership Fees and Dues:
Member hereby agrees to pay twelve monthly payments of the applicable monthly membership dues for Member’s Membership Plan (“Monthly Dues”) set forth below, in exchange for an initial, non-cancellable twelve month term of membership (“Initial Term”), which Monthly Dues obligations and membership shall continue month-to-month after the conclusion of the Initial Term, provided that Member is not in breach of any its obligations under this Membership Agreement, the Flight Services Agreement, or any other obligation of Member to AeroVanti. Member shall select one of the Membership Plans below and indicate the choice on the last page of this Agreement.

Individual: Member and Member’s Spouse - $1,000.00 per month
Family: Member and Member’s spouse, parents, and children - $1,500.00 per month
Corporate: Four of corporate Member’s principals1 - $2,500.00 per month

Members may pay the Monthly Dues for the Initial Term monthly as they are invoiced or in a single payment upon commencement of the Membership.

1 A Member with a Corporate Membership Plan may authorize any of its employees and such employees’ accompanying guests to travel under its plan, provided they do so in accordance with all other terms and conditions of this Membership Agreement, the Flight Services Agreement, and all other obligations of Member to AeroVanti. A Corporate membership may be held by any domestic or foreign corporation, limited liability company, trust, partnership, sole proprietorship, or any other incorporated or unincorporated association or entity recognized by United States law.

Monthly Dues paid by Member shall not be refundable. Member’s participation in the Club shall automatically be renewed and extended on a month-to-month basis following conclusion of the Initial Term unless either AeroVanti or Member gives written notice to the other of its intention to terminate Member’s participation in the Club not later than thirty (30) days prior to expiration of the Initial Term or not later than twenty (20) days prior to the expiration of any month-to-month term.

Miscellaneous:

Member agrees to provide all information reasonably requested by AeroVanti relating to Member’s Club membership and any applicable flights.
Member agrees to complete and sign the Acknowledgement and Incentive Addendum attached hereto.
If Member selects a Corporate Membership Plan, Member agrees to complete and sign the Corporate Membership Plan Disclosure Addendum attached hereto.
Member may transfer its membership in the Club to an immediate family member or trust for the benefit of Member upon prior written notice to AeroVanti and approval by AeroVanti, which approval shall not be unreasonably withheld, or pursuant to Section 17 of the Flight Services Agreement. No other transfers by Member shall be permitted without the prior written consent of AeroVanti.
This Agreement shall be governed by the laws of the State of Maryland, without regard to the conflict of laws principles thereof.
Any dispute arising under this Agreement or the services provided by AeroVanti shall be finally settled by binding arbitration before a panel of one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. The location of arbitration shall be in Annapolis, Maryland. No class arbitration shall be permissible.
Unless otherwise indicated, all currency references herein are to U.S. Dollars.

FLIGHT SERVICES AGREEMENT

The terms and conditions set forth below, including any schedules hereto, and together with the applicable provisions of the Membership Agreement, constitute the agreement (the “Agreement”) between AeroVanti Aviation LLC (“AeroVanti”) and Member for participation in the Air Club and use
of AeroVanti flight services (as such terms are defined below). All currency references herein are to U.S. Dollars. Except as otherwise defined here in, capitalized terms used herein shall have the respective meanings set forth on Schedule A.

1. Membership Club. For as long as Member maintains its account in good standing, Member will have the right to participate in the Club pursuant to the terms and conditions set forth in the Agreement. Member must designate to AeroVanti, in writing, any other person who is authorized to use Member's Membership Account to make flight requests on behalf of Member or receive any information about Member or its account. Club services can only be provided to Member and Member’s invited guests.

2. Agency Appointment; Disclosures. Member hereby appoints AeroVanti as its authorized agent, in its sole capacity as Member’s agent to (a) arrange at the request of Member the provision of services by the Club, including, without limitation, to arrange on demand air transportation services with Operator on behalf of Member and Member’s guests, (b) execute any and all documents in connection therewith, including, without limitation, to execute On Demand Air Transportation Contracts on behalf of Member, and (c) take all actions necessary to coordinate such services on behalf of Member. Member acknowledges and agrees that such On Demand Air Transportation Contract entered into on Member’s behalf shall bind Member and be subject to terms and conditions not materially inconsistent with those stated herein.

All flights under the Club will be operated by Operators that are FAR Part 135 certified and DOT Part 298 registered air carriers that meet all applicable regulatory, operational and safety standards. Operators will exercise complete, effective and sustainable operational control over each flight at all times. While AeroVanti itself may be Operator of flights for Members, AeroVanti is not affiliated with or commonly owned by any other Operator providing flights for AeroVanti Members. AeroVanti may own or lease certain aircraft utilized in the program but may not operate such aircraft.

3. Membership Account. Upon Member’s execution of this Agreement and performance of any prerequisites to membership, AeroVanti shall create a Membership Account in the name of Member. AeroVanti will charge all flight costs and charges for related services incurred by Member to Member’s Membership Account. All such costs shall be paid as set forth in Section 10.

4. Aircraft Booking. Member may make a booking through the AeroVanti Website or may call or email AeroVanti’s dedicated Member Services Representatives by telephone at (877) 832-6423 or
email sent to member@AeroVanti.com. AeroVanti reserves the right to decline any booking request from Member if Member has an unpaid balance in its Membership Account or otherwise is in breach
of Member’s obligations under this Agreement or the Membership Agreement. Booking is based upon aircraft availability and, excluding Peak Travel Days, is provided on a first-come/first-served basis.

5. Lead Passenger. Member must designate a “Lead Passenger” on each flight taken through Member’s account. The Lead Passenger shall be either Member or any Included Person under the Applicable Membership Plan, as detailed in the Membership Agreement. In the event any Lead Passenger is less than 16 years of age, such person must be accompanied by an adult or a chaperone to fly. The Lead Passenger (and all other passengers 18 and older) shall provide valid government issued picture identification to the flight crew prior to flight.

6. Aircraft.

(a) Size of Aircraft. Member may request any of the different sizes of aircraft then available through the Club based on the term and conditions specified in this Agreement. Schedule B sets forth the category of aircraft available, an indication of the types of aircraft that may be provided for a booking request in each of the categories, as well as the number of passengers and the number of passengers recommended in each class. AeroVanti shall provide information through the AeroVanti Website well as through its Member Services Representatives regarding how many passengers an aircraft can carry. Unless stated otherwise in writing with respect to particular aircraft, the Piaggio P-180 Avanti aircraft used in AeroVanti’s fleet can accommodate a maximum of 7 passengers. Children under the age of 2 years traveling with a parent or with a customer 15 years or older can travel on an adult's lap. If there are two or more children under the age of 2 years traveling with the same adult, only one of the children may travel as a lap child. Any additional children are required to have their own seats. In no event will Member be permitted to have a number of passengers that exceeds the maximum number of passengers permitted on the aircraft as determined by AeroVanti or Operator. Additionally, AeroVanti or Operator reserve the right to limit the number of passengers or amount of luggage for a flight based on the aircraft’s passenger or luggage capacity and flight specifics, and will communicate such information to Member or the designated Lead Passenger to the best of its ability prior to the flight.

(b) Pricing of Aircraft. Schedule C sets forth the maximum hourly rates and fees with respect to each category of aircraft. Such hourly rates are subject to change upon thirty (30) days' notice to Member. The cost of each flight will be based on Estimated Billable Flight Time (rounded up to the next tenth of an hour or six minutes). Estimated Billable Flight Time includes six minutes added to each take-off and six minutes added to each landing to compensate for taxi time. Depending on aircraft category, flights are subject to either daily or flight segment Estimated Billable Flight Time minimums, as set forth on Schedule F. Notwithstanding the foregoing, based on Member demand at time of booking, requested departure date and time, and requested route, certain flights may be priced lower than as calculated herein. Such flight quotes that are priced below the capped rate pricing shall be based on pricing and availability at the time of booking. If a reserved flight is delayed due to weather, air traffic congestion or any other matter beyond the Operator’s control the Member will be invoiced for the higher of the quoted or actual flight time. In all cases and subject to Section 11, the projected cost of each flight will be fixed and identified at time of booking.

(c) Availability and Booking Notice. Schedule G sets forth the minimum notice required to book travel on each aircraft type on non-Peak Travel Days. Booking requests made inside the minimum booking period are subject to availability as set forth in herein will not apply. Peak Travel Days also have certain restrictions, advanced booking requirements and specific policies on the day of travel that can be found on Schedule H.

(d) Reserving Multiple Aircraft. Member may request AeroVanti to reserve more than one (1) aircraft on the same Day, subject to availability. Availability for reservations of multiple aircraft is not guaranteed and, unless otherwise indicated at time of booking, may be fulfilled in accordance with Section 6(f) below. Member will be obligated for all costs and expenses associated with each individual reservation and subsequent itinerary. The cancellation and confirmation provisions provided below will be applicable to each individual reservation, itinerary or booking.

(e) Replacement Aircraft. In the event of the non-availability of an aircraft booked pursuant to Section 6(a) above, AeroVanti may provide Member with an alternate, mission-capable aircraft at a cost no greater than the amount charged for the originally requested aircraft. At Member’s request and expense, AeroVanti may arrange for a charter flight with a trusted vendor charter service at the charter vendor’s retail rate, in which case AeroVanti shall not be liable for services provided to Member or Member’s authorized passengers by the charter vendor.

(f) Non-Guaranteed Aircraft Availability and Pricing. For days when Member has not reserved an aircraft as indicated on Schedule H or any other approved reservation procedure, availability may vary based on Member demand. As with pricing for reserved aircraft, and subject to Section 11, the cost of each flight will be fixed and identified at time of booking.

(g) Changes to Itineraries. Changes made to the itinerary for a flight after booking, including without limitation, date, time, airports, or passenger count, could result in an adjustment to the cost of the flight. Member will be notified of any change in cost as promptly as possible following making such a requested change to the itinerary. Costs associated with changes to itineraries shall be billed to and paid by Member as set forth in Sections 8 or 9 of this Agreement (for flights that have not yet been performed) or Section 10(b) for flights that have been initiated or completed.
7. Departure and Landing Slots. A small number of itineraries may require departure and landing slots mandated by the FAA for certain destinations (by way of example only and without limitation, Aspen/Pitkin County Airport (ASE) and LaGuardia Airport (LGA) employ a slot system). These are subject to availability due to matters not within AeroVanti’s control. AeroVanti will arrange with Operator to obtain a departure or landing slot at the origin or destination point of Member’s choice, but may have to arrange for a flight using an alternate airport or a different flight time based on slot availability, weather, Air Traffic Control directives or other factors not within its control.

8. Flight Confirmation.

(a) Confirmation of Itinerary. Itineraries are considered confirmed when all of the following has occurred: (a) Member requests a reservation with the Member services representative either electronically or by telephone and such request is confirmed as received; (b) AeroVanti generates an itinerary quote including fees for flight services and related taxes, and provides it to the Member for approval; (c) Member accepts the quote and returns the quote to AeroVanti with Member’s signature thereon (DocuSign or other verifiable electronic signature is also acceptable.); (d) Member pays the quoted amount for flight services via ACH or wire transfer (for which no surcharge is applied) or by credit card on file (for which a 2.5% credit card service charge is applied). (e) a flight confirmation document is issued and sent to Member by AeroVanti. Once the flight is so confirmed the cancellation provisions and applicable charges specified in Section 9 below will apply.

(b) Departure Flex - Non-Peak Travel Day. AeroVanti reserves the right to move the departure time for a scheduled flight, also known as Flex, to a time that is sixty (60) minutes earlier or sixty (60) minutes later than the originally scheduled departure time by notifying Member no later than the Day prior to the scheduled flight.

(c) Departure Flex - Peak Travel Day. For flights occurring on Peak Travel Days, AeroVanti reserves the right to move the departure time for a scheduled flight to a time that is three (3) hours earlier or three (3) hours later than the originally scheduled departure time. Member will be informed of any flight adjustments no later than the Day prior to the scheduled flight.

9. Cancellation or Changes. AeroVanti reserves the right to assess a fee of up to 100% of the booked itinerary charge if Member cancels or changes a confirmed itinerary without giving the minimum advance cancellation notice required for the applicable aircraft type or category as specified on Schedule G.

10. Payments for Flights.

(a) Booking Payments. At the time of booking, a Member may indicate their preferred method of payment, including a credit card on file, alternate credit card, check, wire or ACH transfer. Full payment for quoted flight services is required at booking as set forth in Section 8 of this Agreement. AeroVanti reserves the right to charge the full balance to Member’s credit card on file if check or wire is not timely received.

(b) Ancillary/Additional Flight Costs. With respect to additional charges of the type referenced in Section 11 below or elsewhere in this Agreement, and that are not charged or paid at time of booking, AeroVanti will deliver an Invoice for such amounts as soon as possible after such charges become known following completion of the flight. Member shall be responsible to make payment of all such invoiced expenses no later than five (5) business days after receiving an Invoice by check, wire, ACH or by authorizing payment via Member’s credit card. If payment is not received by AeroVanti within five (5) business days of making an Invoice available, Member’s credit card on file will be charged. If for any reason the credit card cannot be charged, payment in full will be required and additional late fees, interest, or service fees may be incurred and due. Future flight services may not be available until Member satisfies all outstanding obligations for prior flights.

(c) Past Due Payments. If payment for any amounts due are not timely received by AeroVanti, Member authorizes AeroVanti to charge Member’s credit card on file for any balances due. Failure to pay in a timely manner as provided for herein may result in the revocation or suspension of membership and membership privileges at the sole discretion of AeroVanti with no further obligation to Member. AeroVanti reserves the right to assess a 1.5% per month finance charge on past due amounts. Additionally, AeroVanti reserves the right to charge the Member, any legal or collection agency fees associated with the collection of past due accounts.

(d) At Member’s request AeroVanti may provide a monthly flight services utilization statement detailing flight services provided to Member by AeroVanti during the prior calendar month.

11. Potential Additional Charges. Additional charges may be assessed to Member on a particular flight by Operator or AeroVanti over and above the cost of the flight indicated at time of booking as specified herein:

(a) Fuel Surcharge. AeroVanti reserves the right to add a fuel surcharge to the hourly rate, which shall be calculated as set forth in Schedule E.

(b) Late Charges. If Member or any of Member’s guests are more than sixty (60) minutes late for a scheduled flight, AeroVanti or Operator shall have the right to cancel the flight at its sole discretion and certain cancellation penalties may apply as provided in this Agreement.

(c) Crew Duty Days. Trips that include more than one segment occurring on the same Day must be accomplished inside of an FAA-regulated crew duty day. An FAA mandated “Crew Duty Day” allows for twelve (12) hours of time from the originally scheduled departure of the initial flight segment of the Day to the actual landing time of the final flight segment of that Day. In the event a multiple segment trip goes past the end of a Crew Duty Day as a result of a delay caused by Member, additional charges may apply in connection with positioning a second aircraft or crew to service the delayed flight, and to ferry the original crew to its home base or point of origin and other expenses such as hotel and ground transport if ferry is not available and overnight accommodations are necessary. In the event a second aircraft is necessary to complete the flight in question, such flight shall be subject to the terms of Section 6(d) above.

(d) Other Fees / Charges. AeroVanti reserves the right to charge Member for additional expenses incurred in connection with the flight as set forth on Schedule E.

(e) Authorization for Additional Charges. Member hereby authorizes AeroVanti to charge to Member's credit card on file any fees described in this Section 11 that are not included in the cost of the flight at time of payment therefor as set forth in Section 10(c) above.

12. Catering. AeroVanti or Operator (as applicable) shall arrange for there to be On-Board Provisions on flights. Member may request Catering from the Member Services Representative at an additional cost.

13. Pets. Member shall notify AeroVanti at time of booking of any pets that may be traveling when scheduling a flight as certain restrictions may apply. Member is responsible for all activity of their pets onboard the aircraft and any liabilities related thereto. Repairs to or cleaning of an aircraft on which a Member’s pet traveled shall be billed and paid by Member as set forth in this Agreement.

14. No Smoking. All flights are operated as non-smoking flights. Use of electronic cigarettes, vaporizers and similar devices is not permitted. Extra fees for cleaning and aircraft downtime may be charged for any breach of this policy.

15. Identification and Travel Documentation. In accordance with the United States Transportation Security Administration (“TSA”) regulations and other governmental regulations Member and Member’s authorized guests are required to comply with all TSA regulations, and will be required to present valid government issued photo identification prior to departure for all flights. Operator has the right to refuse boarding to any person that does not have the required documentation or identification, or if such person is not in compliance with TSA or other government regulations without recourse or further obligation to Operator or AeroVanti. AeroVanti will require Member to provide specific and accurate passenger information regarding all persons traveling pursuant to arrangements made by Member, after or during the booking process and furnished to AeroVanti no later than twenty-four (24) hours prior to unless such departure is scheduled less than twenty-four (24) hours in advane, in which case Member must promptly furnish such information to AeroVanti.

16. Suspension of Membership; Death of a Member; Bankruptcy.

(a) Voluntary Suspension of Membership. Member may suspend its membership for up to one year by providing thirty (30) days’ prior written notice to AeroVanti and receiving subsequent approval from AeroVanti, provided that no such suspension can be exercised more than one time in a five (5) year period. Notwithstanding the foregoing, in the event Member changes its permanent address to an area outside the continental United States, Member may suspend its membership until such time as service is offered within such area by AeroVanti or Member returns to the country. Membership may be reactivated at any time during the voluntary suspension by Member, provided, however, that any reactivation will be subject to the prevailing hourly rates and annual dues at that time. Reactivation must also be effective at least sixty (60) days prior to a booking request by Member of a flight for a Peak Travel Day.

(b) Death of a Member. A Member who is an individual may designate a beneficiary, on the Beneficiary Designation Form available through Member Services, to succeed to Member's rights and obligations, if any, under this Agreement if such individual Member dies during the term of this Agreement. Such designated beneficiary shall be considered the Member, and subject to all terms and conditions of this Agreement, for the remaining term of this Agreement. Such designated beneficiary shall execute such documents as may be reasonably requested by AeroVanti to effectuate the intent of this Section 16(b). If a Member shall die prior to the termination of this Agreement and shall not have designated a beneficiary on the Beneficiary Designation Form , or if such designated beneficiary shall refuse to agree to all terms and conditions described herein, this Agreement shall be deemed to have been terminated by Member pursuant to Section 17 herein. Any amounts owed to any deceased Member’s estate shall only be paid to the duly authorized personal representative of such deceased Member's Estate.

(c) Bankruptcy. If Member petitions for or is subject to an order of relief for protection under the Bankruptcy Code or any other applicable insolvency proceeding, such act shall be an event of default under this Agreement. In addition to any other remedies available to AeroVanti as provided for in this Agreement, or in law or in equity, (i) AeroVanti will be entitled to immediately cease providing Member with services, and/or (ii) AeroVanti will be entitled to terminate this Agreement by providing Member with written notice of termination.

17. Termination. Member may terminate its participation in the Club at any time, with or without cause, and without penalty (except as otherwise provided herein) by the delivery of written notice to AeroVanti. AeroVanti reserves the right to terminate Member’s participation in the Club at any time for an act or actions that are harmful to the Club, its members, or its assets, as determined by AeroVanti (“Termination for Cause”) by delivery of written notice to Member of such termination for Cause and the reasons related thereto.

No refund shall be made to Member upon termination, except as set forth herein. Additionally, Member shall remain liable to AeroVanti for any amounts due and owing to AeroVanti at the termination of
Member’s participation in the Club pursuant to this Agreement.

18. Security. Member agrees to cooperate with Operator in fulfilling any requirements pertaining to security. Operator will have no liability for any inconvenience, delay, loss, or damage in connection therewith. All passengers are subject to TSA background screening as required by Federal Air Carrier regulations. Screening is performed electronically and typically cross-references passenger names and dates of birth for comparison to federal “no-fly” databases. Additional screening may be performed. Passengers are subject to physical screening based on the requirements of the airport of operation or at the discretion of the flight crew to ensure the safety of all passengers, the flight crew and the aircraft, and to ensure passenger compliance with governing laws and regulations

19. Insurance. AeroVanti shall require Operator to maintain at least $25 million combined single limit liability insurance coverage, including passenger liability, public liability, contractual liability, property damage liability coverage, personal injury coverage and war risk liability coverage. Member and its passengers shall be added as additional insureds under Operator's insurance coverage for their respective rights and interests in respect of liability arising out of flights taken on aircraft owned and/or operated by Operator.

MEMBER AGREES TO ACCEPT THE PROCEEDS OF THE INSURANCE MAINTAINED BY OPERATOR AS THEIR SOLE RECOURSE AGAINST AEROVANTI OR OPERATOR FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO ANY PASSENGER; PROVIDED HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY IN THE EVENT OF AEROVANTI’S OR OPERATOR’S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

20. Liability. (a) AeroVanti shall not have nor assume any responsibility or liability to Member for activities performed by Operator; (b) Operator shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by Operator, including, without limitation, all personal injuries, property damage or wrongful death; (c) AeroVanti is not responsible for any negligent act or omission by Operator or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur for the benefit of Member; and (d) AeroVanti shall not be liable under any contract, negligence, strict liability or other legal or equitable theory for any (i) consequential, indirect, incidental, special, punitive, lost profits, exemplary or reliance damages ; (ii) amounts in excess of the price paid for a particular flight; or (iii) matter beyond its reasonable control. Notwithstanding the foregoing, in no event shall Member pursue AeroVanti for any amount in excess of actual Monthly Fees paid for the Initial Term (as defined in the Membership Agreement) and AeroVanti’s liability, if any, shall be strictly limited to an amount equivalent to such Monthly Fees for the Initial Term actually paid by Member.

21. Disclaimer of Responsibility for Delay / Cancellation / Other.
AeroVanti shall not be liable for any delay or failure by it or Operator to perform in connection with any flight, service or in the performance of any obligation hereunder, if such delay or failure is due to or in any manner caused by acts of God, rebellion, riots, hijacking, insurrection, civil commotion, communicable disease, strikes or labor disputes, fires, floods, laws, regulations, acts, demands or orders of any government or agency, seizure of the aircraft under legal process, adverse weather conditions, inability to obtain fuel, aircraft damage or loss, lack of essential parts or supplies, mechanical problems, illness or incapacitation of crew members, denial of operating or landing approvals, clearances or permits by governmental authority, or any other cause which is beyond the control of AeroVanti or Operator. AeroVanti is hereby released from any claim or demand for any direct or consequential damages arising out of its failure or that of Operator to perform as a result of a force majeure event whether or not herein enumerated or other event referenced above. AeroVanti or Operator will use commercially reasonable efforts to make acceptable alternate flight arrangements should any of the above occur and cause a delay.

22. No Warranties. AeroVanti represents that it is a limited liability company organized under the laws of the State of Delaware and that it has the corporate authority to enter into this Agreement. AEROVANTI MAKES NO OTHER REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO ANY MATTER ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED TO MEMBER OR ANY GUEST OF MEMBER; AEROVANTI HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. MEMBER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF MEMBER’S USE OF THE SERVICES PROVIDED HEREUNDER (INCLUDING ANY USE OF SOFTWARE OR INTERNET PLATFORM), AND ANY THIRDPARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH MEMBER TO THE MAXIMUM EXTENT PERMITTED BY LAW.

23. Electronic Signatures. Member and AeroVanti agree that: (a) receipt of information electronically that the recipient reasonably believes to be authorized by the transmitting party shall constitute the valid signature on behalf of the transmitting party (it being agreed that transmission from an email address identified by Member as an authorized email address of Member shall be reasonable to accept); (b) such electronic transmissions shall be deemed to satisfy any federal, state or local laws or regulations requiring that agreements be in writing; (c) neither party shall contest the validity or enforceability of any such electronic transmission; and (d) computer maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.

24. Privacy of Member Data. AeroVanti takes all appropriate measures to maintain data regarding its members and their guests as confidential. All flights flown hereunder will be flown pursuant to FAR Part 135, which requires disclosure of the name of all persons on a flight to the Operator performing the flight. Additionally, AeroVanti may be required to furnish Member’s and Member’s guests’ data, such as name and date of birth, or passport information, to comply with international security requirements or governing bodies. It may also be necessary for AeroVanti to provide names of persons on a flight to third parties providing services related to a flight such as ground transportation at Member’s request. AeroVanti does not sell or otherwise share any personally identifiable Member data to any third party.

25. Reselling AeroVanti Services. Member shall not resell any services, offers or benefits provided by AeroVanti, or those of its partners. Member may not act as an agent, use AeroVanti’s logo, trademarks or service marks, or those of its partners. In certain instances, Member may join with other members prior to confirmed booking in order to share a flight’s cost and capacity in such a manner as may be facilitated and permitted by AeroVanti, provided that Member shall in no event resell transportation or flights to other members or any third party.

26. Transportation of Hazardous Materials. Member acknowledges that federal law forbids the carriage of hazardous materials aboard aircraft. Hazardous materials include but are not limited to explosives, compressed gases including oxygen, flammable/combustible liquids and solids, oxidizers and organic peroxides, poisons, radioactive material, corrosive material, magnetized material, medical/scientific pharmaceuticals with potential infectious agent, undeclared firearms, undeclared ammunition, undeclared dry ice, undeclared lithium batteries, undeclared self-defense spray, undeclared CO2 cartridges, undeclared mercury and undeclared large voltage batteries or spillable batteries. Use of certain portable oxygen concentrators may be permitted in accordance with FAA regulations. If Member or any passenger wishes to bring a portable oxygen concentrator on a flight, Member must receive clearance from Member Services in advance. Member understands that the legal possession of a firearm on anaircraft shall be subject to Operator’s Transportation of Firearms policy, a copy of which may be obtained upon request from Member Services.

27. Terms Subject to Change. All terms and conditions contained herein are subject to change upon thirty (30) days’ notice from AeroVanti to Member. Changes to the terms and conditions and any additional services will be posted to AeroVanti’s Website.

28. Member Representations. Member expressly represents and warrants that (i) it shall only use the services and Software provided in connection with the Club in accordance with applicable law and the terms of this Agreement, (ii) it is at least eighteen (18) years old, and (iii) it has the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement. Member may only access the services provided hereunder using authorized means.

29. Intellectual Property. AeroVanti alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the services provided hereunder (including the Software that may become available to arrange flight services) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Member or any other party relating to the services provided hereunder. This Agreement is not a sale and does not convey any rights of ownership in or related to the services provided hereunder or any intellectual property rights owned by AeroVanti. The AeroVanti name, logo(s), and the names associated with the services provided hereunder are trademarks of AeroVanti or third parties, and no right or license is granted to use them.

30. Dispute Resolution. These terms and conditions and the provision of services by AeroVanti hereunder shall be governed by and construed in accordance with the laws of the State of Maryland, without giving effect to conflict of law principles. Any dispute arising under these terms and conditions or the services provided by AeroVanti shall be finally settled by binding arbitration before a panel of one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. The location of arbitration shall be in Annapolis, Maryland. No class arbitration shall be permissible. In the event Member fails to pay any sums due to AeroVanti hereunder at the time such sums are due to be paid, AeroVanti shall be entitled to recover all attorneys’ fees and costs from Member related to or arising out of any efforts to collect such sums from Member, including any legal proceedings or arbitration that is commenced in order to collect such sums. Further Assurances. Member hereby agrees to take such further actions as may be reasonably requested by AeroVanti in connection with the services to be provided hereunder for the performance of its obligations hereunder on behalf of Member.

31. Non-Standard Flight Opportunities. From time to time, there may be certain shared flight, scheduled shuttle service, empty leg, public charter or other non-standard flight opportunities available to Member through the AeroVanti Website or otherwise. The terms and conditions with respect to Member’s participation in these flights may differ in certain respects from, and in some cases override, the terms set forth herein. Participation in AeroVanti Shared Flights shall be subject to any terms and conditions for AeroVanti Shared Flights, which can be provided upon request. Member shall be required to agree to the terms and conditions applicable to such flight(s) prior to participating in any such non-standard flight opportunity There is no guarantee that any such flight opportunities shall become available, or if provided, will remain, available to members of the Club, and, if available, there is no guarantee as to Member' s opportunity to participate in such flights. Except as otherwise set forth herein, a Member participating in any non-standard flight opportunity shall not be entitled to maintain a booking in his or her account for more than flight to the same destination (defined as city or region, on a case-by-case basis) within any twenty-four (24) hour period. For the purposes of this Section 31, a flight shall include travel on the AeroVanti fleet, through available charter services and participation in empty legs, scheduled shuttle service, shared flights, public charter and other flight opportunities that may become available to Member from time to time.

32. Miscellaneous.

(a) Severability. If any provision of this Agreement is declared by an arbitrator or a court of competent jurisdiction to be in valid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable.

(b) Entire Agreement: Headings: No Waiver. This Agreement together with the Membership Agreement, exhibits, schedules and attachments, and agreements referenced herein and incorporated herein by reference constitute the entire agreement between the parties concerning its subject matter and supersedes any prior or contemporaneous agreements, understandings or proposals. Paragraph headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting these terms and conditions. No provision of right, power or privilege under this Agreement shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in writing signed by an authorized representative of each party. No waiver by any party of any breach or default of any provision of this Agreement by the other party shall be effective as to any other breach or default.

(c) Survival. The representations, warranties and covenants made in this Agreement except for those that apply only to a certain time, shall survive the execution and delivery of this Agreement and the fulfilment of the transact ions described herein.

(d) Assignment. This Agreement shall not be assigned by Member without the written consent of AeroVanti.

33. Notices. AeroVanti may give notice by means of a general notice through the Software, electronic mail to Member’s email address on record in AeroVanti’s account information, by posting such notice to the AeroVanti Website, or by written communication sent by first class mail or pre-paid post to Member’s address on record in AeroVanti’s account information. Such notice shall be deemed to have been given upon the expiration of (i) forty-eight (48) hours after mailing (if sent by first class mail or prepaid post) or posting to the AeroVanti Website, or (ii) twelve (12) hours after sending electronically if sent by email. Member consents that AeroVanti may send SMS or MMS text messages relating to services under the Club (e.g., flight and ground transportation updates) to the mobile number on record. If Member does not wish to receive communication regarding flights and other Club services via SMS or MMS text, Member may optout at any time. Member may give notice to AeroVanti (such notice shall
be deemed given when received by AeroVanti) at any time by any of the following: (i) letter sent by confirmed email to AeroVanti at the following email address legal@aerovanti.com; letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail to AeroVanti at the following address: 2 Compromise Street, Annapolis MD 21401 and addressed to the attention of the Legal Department.

INDEX OF SCHEDULES
A Definitions
B Aircraft
C Hourly Rates
D International
E Additional Fees / Charges
F Billable Flight Time Minimums
G Booking Notice & Cancellation Periods
H Peak Travel Days

Schedule A to AeroVanti Membership and Flight Services Agreement
Definitions

“AeroVanti” means AeroVanti Aviation LLC, a Delaware limited liability company. The Club is a program of AeroVanti Aviation LLC.

“AeroVanti Website" means the AeroVanti proprietary website located at www.aerovanti.com that is available for Member to request flights and conduct other member activities

“Catering” means food and beverages ordered for the flight by Member beyond supplied On-Board Provisions and shall be at an additional cost to Member.

“Club” means AeroVanti’s Elite Air Club, including the benefits referred to in the Membership Agreement.

“Continental United States” means the contiguous 48 states of the United States of America.

“Day” means a twenty-four (24) hour calendar day. Flights that are the second or subsequent leg of a trip that are requested for prior to 5:00 AM prevailing local time shall be deemed to take place the same Day as the initial flight for such trip.

“Estimated Billable Flight Time” means the estimated time from takeoff time to the landing time rounded to the nearest 1/10th of an hour plus an additional 1/10th of an hour for each take-off and 1/10th of an hour for each landing to compensate for taxi time. Estimated flight times are determined using AeroVanti's proprietary flight time estimating procedures, which calculate estimates between two airports based on aircraft performance, air traffic control (“ATC”) routing, historical flights, and historical seasonal winds and weather conditions.

“FAA” means the Federal Aviation Administration.

“FARs” means the Federal Aviation Regulations contained in 14 C.F.R. Sections 1-199.

“FET'” means the Federal Excise Tax.

“Flex” means the departure time for a scheduled flight is moved to a time that is sixty (60) minutes earlier or sixty (60) minutes later than the originally scheduled departure time.

“Invoice” means any billing document sent to Member by AeroVanti identifying costs and related charges incurred by Member for a particular flight or other service.

“Member” means the Member identified in the Membership Agreement and on the signature page thereto.

“Membership Account” means the account created in the name of Member in accordance with Paragraph 3.

“Membership Agreement” means the Membership Agreement that accompanies these terms and conditions at the time Member initially becomes a member of the Club.

“Member Services Representatives” means the personnel retained by AeroVanti to handle Member's flight requests and certain other member activities, such as ground transportation, through telephone, the AeroVanti Website, email or other electronic communications.

“On-Board Provisions” means select non-alcoholic beverages, wine, beer and spirits; coffee; and a variety of snacks that are supplied on all Member flights at no additional charge. On Board Provisions may vary by Operator, flight, location and geography.

“On Demand Air Transportation Contract” means the agreement executed by AeroVanti with Operator as agent for Member for each flight, which shall include the Standard Terms of Flight for such Operator, for the provision of any particular flight for on demand air transportation, as requested by Member.

“Operator” means any entity that provides or offers to provide air transportation to Member and who has control over the operational functions performed in providing such air transportation and acts as the air carrier (as defined in 14 CFR 1.1), as may be utilized or designated with prior notice by AeroVanti on behalf of Member from time to time.

“Peak Travel Day” means those specific high traffic Days that are designated at the beginning of each calendar year by AeroVanti. The Peak Travel Days for the 2021 calendar year are identified in Schedule D. A Peak Travel Day shall begin at 9:00 pm on the evening before the travel Day and shall end at 6:00 am on the Day following the travel Day. AeroVanti will make available the list of upcoming Peak Travel Days to each Member on an annual basis. Special terms and conditions applicable to travel on Peak Travel Days can be found on Schedule D. ln addition, travel on Peak Travel Days may be subject to a 5% premium as further set forth on Schedule B-2.

“Roundtrip Flight” means two (2) flight segments by the same Lead Passenger arriving and departing from the same city pair.

“Software” means the software used for the AeroVanti Website, as may be modified and updated from time to time

Schedule B to AeroVanti Membership Agreement and Flight Services Agreement:

Maximum Passenger Count: Up to 7 persons
Recommended Passenger Count: 6 persons
Aircraft Models: Piaggio P. 180 Avanti I, II or EVO

Categories include the named aircraft and other similar aircraft. Depending upon availability, certain aircraft in each category vary slightly in capacity from the indicated guaranteed passenger count. AeroVanti will provide information both through the AeroVanti Website as well as through its Member Services Representatives regarding how many passengers and how much cargo an aircraft can carry.

Schedule C to AeroVanti Membership and Flight Services Agreement: Hourly Rates
Aircraft Type: Piaggio P. 180 Avanti
Standard Hourly Rate: $1,995
Western Travel Surcharge: $500/hour

Explanatory Statement:
Hourly rates shown do not include required Federal Excise Tax and other fees or surcharges. Flights may be subject to other taxes, fees and surcharges as specified elsewhere in the Flight Services Agreement.

All domestic flights are charged the Standard Hourly Rate (unless otherwise provided herein), together with a Western Travel Surcharge, if applicable, of $500/hour for any flight that includes a leg west of the Mississippi River.

A 5% premium will be added to the Standard Hourly Rate and, if applicable, Western Travel Surcharge, for travel on the Peak Travel Days identified on Schedule D. Such premium will be reflected in the cost quote of the flight presented and agreed at time of booking.

Schedule D to AeroVanti Membership and Flight Services Agreement: International Flights

Canada: Canadian authorities often impose fees for use of airports and services. Members will be informed whether such fees are required when booking their itinerary and those fees will be included in the quoted travel itinerary.

[This schedule will be updated upon additional international flight services availability.]

Schedule E to AeroVanti Membership Agreement and Flight Services Agreement: Additional Fees / Charges

AeroVanti reserves the right to charge Member for additional expenses incurred in connection with the flight, which may include:

(a) High-Density Airport fees in the amount of up to $650 for each departure from or arrival at a High-Density Airport. For avoidance of doubt, the High-Density Airports include: Aspen (KASE); Boston (KBOS); Hartsfield (Atlanta) (KATL), JFK (KJFK), LaGuardia (KLGA), Miami (KMIA); Newark (KEWR); and O'Hare (Chicago) (KORD);

(b) Fees or other expenses incurred as a result of a Member requested use of a Fixed Base Operator other than what is directed by Operator;

(c) Ground transportation or vehicle hire/rental requested by Member;

(d) Special airport handling fees (such as after-hours operations);

(e) Special event fees imposed by the departure or arrival airport or its governing authority (such as the NFL Super Bowl, MLB World Series, Kentucky Derby and other major sporting events);

(f) All applicable taxes including but not limited to required Federal Excise Taxes and passenger fees;

(g) Costs of repairing any damage (or extraordinary wear and tear) caused by a Member (or Member's passengers or pet) to the aircraft or its interior; and

(h) De-icing or inclement weather hangaring costs as follows:
Aircraft Category: Piaggio P.180 Avanti
Cost: AeroVanti will provide a Member with a quote for de-icing or temporary hangaring services during inclement weather if such are requested.

(i) AeroVanti reserves the right to add a fuel surcharge to hourly rates if national average fuel prices exceed $4.50/gallon. Regional averages are reported by AirNav on a daily basis. Based on the fuel consumption rate of our aircraft the surcharge will be the equivalent to $1/flight hour for every $.01 of the National Average over the $4.50 base price. AeroVanti may initiate fuel surcharges when national fuel prices exceed $5/gal. For purposes of illustration, if the national average jet fuel price rises to $5.75/gal, this would be a $1.25/gal increase over the $4.50 base rate. $1.25 or 125 x $1/hour = $125/flight hour fuel surcharge.

(j) Any other charges incurred by or incidental to a Member’s request.

Schedule F to AeroVanti Membership and Flight Services Agreement:
Billable Flight Time Minimums
Aircraft Category: Piaggio P. 180 Avanti
Hourly Minimum: 1.0 hour. Flight time in excess of 1.0 hour is billed in tenths of an hour (6 minute intervals) rounded to the next highest tenth of an hour.

A flight segment is a flight between two destinations, measured by one take off and one landing. Billable Flight Time for a flight segment includes six minutes added to each take-off and six minutes added to each landing to compensate for taxi time. A daily Billable Flight Time minimum, where applicable, applies with respect to all flight segments occurring within the same Crew Duty Day.

Schedule G to AeroVanti Membership and Flight Services Agreement:
Booking Notice & Cancellation Requirements
Aircraft Category: Piaggio P. 180 Avanti
Notice Period: Refunds of booking fees for cancellation of flight services reservations are made on the following basis: Less than 24 hours before flight reservation departure: no refund Between 24-72 hours prior to flight reservation departure: 50% of booking fees More than 72 hours prior to flight reservation departure: Operator discretion.

Schedule H to AeroVanti Membership and Flight Services Agreement:
Peak Travel Days
Each Peak Travel Day begins at 9:00 pm on the evening before the travel Day and ends at 6:00 am on the Day after the travel Day, prevailing local time.

A minimum of 120 hours’ (5 Days’) notice is required to book travel departure on Peak Travel Days. Flights may be booked on a firstcome/ first-served basis within 120 hours of a requested departure reservation.

Flights on Peak Travel Days may be moved to a time that is 3 hours earlier or 3 hours later than the originally scheduled departure time. Member will be informed of any controllable flight adjustments no later than the Day prior to the scheduled flight.

Peak Travel Days for the calendar year are identified as.
New Year’s Eve and New Year’s Day, Martin Luther King, Jr. Day, President’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the Day before, Christmas Eve, and Christmas Day

Peak Travel Days for special events are identified as: NFL Super Bowl, NASCAR Daytona 500, Kentucky Derby, and MLB World Series games

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Signed by Aerovanti Airlines
Signed On: May 25, 2021

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May 25, 2021 5:21 pm EDT

VIP Terms and Conditions Uploaded by Aerovanti Airlines - support@liquifiedcreative.com IP 68.134.82.24