GAMEDAY COMMUNITY MEMBERSHIP AGREEMENT 

The terms and conditions set forth below constitute the agreement (this “Agreement”) between you (“Member”) and Game Day Private Jets LLC (“GDPJ”) for participation in the Community (as defined below). Please read this Agreement carefully. By clicking “I have read and agree to the Membership Agreement,” you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety, including without limitation Annex A.

1.        Gameday Community.

• General. The Gameday Community (the “Community”) is a private membership-based club. In exchange for the membership fee(s) referenced herein, the Community provides access to numerous services and benefits (collectively, the “Services”) that include, but are not limited to, sourcing and arranging private air travel as further described herein, access to exclusive lifestyle and event offerings, discounted private aviation opportunities through social and shared flight opportunities, business development relationships, unique member benefits and partnership discounts and a Community website (the “Community Website”) and Community mobile application (the “Community App”) to interact, engage with and/or manage membership features and the membership account. Additional information about the arranging of private air travel through the Community is provided in Annex A.
• Term; Annual Membership Fee. The Membership term is for an initial period of twelve (12) months (subject to extension as provided below, the “Term”), commencing on the day (the “Effective Date”) Member agrees to the terms set forth herein and provides a valid and authorized credit card to be kept on file. Member agrees to pay an annual fee (the “Annual Membership Fee”) on the Effective Date and on each anniversary of that The Annual Family Membership Fee shall be set at $949.00 USD for the first year of the Term and is subject to adjustment by GDPJ before any renewal of the Term. The Annual Business Membership Fee shall be set at $8,500.00 USD for the first year of the Term and is subject to adjustment by GDPJ before any renewal of the Term. The Annual Membership Fee shall not be refundable. The Term, and therefore Member’s participation in the Community, shall be automatically renewed and extended for successive one-year periods unless Member gives written notice to GDPJ of Member’s intention to terminate Member’s participation in the Community not later than thirty (30) days prior to expiration of the membership year then in effect. Member hereby authorizes GDPJ to charge the credit card on file for the Annual Membership Fee on the Effective Date and the first day of each renewal of the Term. Initial enrollment discounts: Any discounts on the initial Membership enrollment will be reflected at time of payment and charged accordingly.

2.        Flight Activity. 

• Agency appointment. Member hereby appoints GDPJ as its authorized agent, in its sole capacity as Member’s agent (which may include appointing The Jet Merchants or another person or entity as sub-agent) to (a) arrange at the request of Member the provision of services under the Community, including, without limitation, to arrange on demand air transportation services with a direct air carrier 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.
• Flights. Member shall have the right to request that GDPJ arrange a charter flight through the GDPJ broker Community website (the “Quote Request Website) or application (the “Quote Request App”) to which Members will have access from either the Community Website or Community App. Rates and fees with respect to a flight will be provided at the time of the flight Prior to GDPJ’s confirming any flight (other than shared flights which shall be governed by the terms of Annex A), Member will be required to agree to the terms and conditions set forth in the Charter Services Agreement. A Member may make booking requests on the Quote Request Website or Quote Request App through the Community Website or Community App. A Member shall not be entitled to book any flights if Member has an unpaid balance in its membership account.  Shared flights may also be arranged as provided in Annex A.
• Lead Passenger. For Family Members, either Member or Member’s (i) spouse or (ii) Designee that resides at the same address as Member, must be designated as the “Lead Passenger” for any flight flown under Member’s For Business Members, either Member or Member’s Designee(s) must be designated as the “Lead Passenger” for any flight under Member’s account. A Lead Passenger must be present on any flight booked through the GDPJ program.
• GDPJ does not operate aircraft; FAA licensed and DOT registered air carriers participating in the GDPJ program exercise full operational control of all flights offered by or arranged through GDPJ. GDPJ acts solely as an agent for GDPJ members and guests in arranging flights on their behalf or as an indirect air carrier, in either case under Part 295 of the Federal Aviation Regulations (14 CFR Part 295). GDPJ may contract with certain charter companies utilized in the GDPJ program, but does not operate charter aircraft.

3.        Event Access; Member Benefits.

• GDPJ Events. From time to time, Member will have access to certain events and experiences, some of which may be complimentary and some of which may require the purchase of tickets or similar paid There is no guarantee that specific event opportunities shall become, or if provided, will remain, available to members of the Community, and, if available, there is no guarantee as to Member’s opportunity to participate in such events. Access to and attendance at GDPJ events and experiences shall be subject to any terms and conditions that GDPJ may issue from time to time for attendance of events and experiences.
• Member Benefits. From time to time, GDPJ may provide or offer certain benefits and other amenities to Members, some of which are the direct result of strategic partnerships that GDPJ has created on behalf of its members. These offers may have limited availability and may be subject to additional terms and GDPJ is not responsible for any availability issues a Member may have regarding these partnerships, offers, benefits or other amenities. GDPJ is not responsible for the products or services offered by strategic partners or any other third-parties, their agents or affiliates (“Third Parties”) and makes no representation or warranty with respect thereto. Member’s dealings with any Third Parties are solely between Member and such Third Party and are subject to any terms and conditions associated with such dealings. Member’s use of any Third Party product or service is at Member’s own risk and without legal liability of any kind on the part of GDPJ.

4.        Payments.  Member must, at all times, have a valid credit card on file with GDPJ which will be (i) pre-authorized for up-front payment for all flights arranged by and through GDPJ, (ii) used for payment of the Annual Membership Fee upon renewal, and (iii) used for payment of all future services and incidentals, including event tickets. Payments for flight activity, whether on GDPJ aircraft, from charter services, Shared Flights, or otherwise, shall be made up-front at the time of booking a flight. Failure to make a payment for services provided may result in the revocation or suspension of membership and membership privileges at the sole discretion of GDPJ with no further obligation to Member.

5. Program Credits and Promotions. From time to time, GDPJ may introduce various promotions and issue program credits that can be used to purchase select GDPJ products and Use of such credits shall be subject to such limitations, terms and conditions as GDPJ, in its sole discretion, shall determine. Terms and conditions applicable to any program credits shall be provided at time of issuance and Member’s acceptance of such credits indicates Member’s agreement to any such terms and conditions. All credits are valid only so long as membership remains in good standing and any unused program credits will expire twelve (12) months after they are credited to a membership account.
6. Member may terminate its participation in the Community, at any time, with or without cause, and without penalty (except as otherwise provided herein) by the delivery of written notice to GDPJ. GDPJ reserves the right to terminate Member’s participation in the Community at any time for an act or actions that are materially harmful to the Community, its members or its assets as determined by GDPJ by delivery of written notice to Member of such termination for Cause and the reasons related thereto. No refund shall be made to Member for the Annual Membership Fee upon termination as set forth herein. Additionally, Member shall remain liable to GDPJ for any amounts due and owing at the termination of Member’s participation in the Community pursuant to this Agreement.
7. GDPJ shall request that each Operator providing flights for members maintain at least $100 million (for jet aircraft, $50 million for turboprop aircraft) combined single limit liability insurance coverage, including passenger liability, public liability, contractual liability, and property damage liability coverage, personal injury coverage and war risk liability coverage. GDPJ shall use reasonable efforts to add Member and its passengers 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.
8. (a) GDPJ shall not have nor assume any responsibility or liability to Member for activities performed by any licensed air carrier (“Operator”) that provides air transportation services to Member under the Charter Services Agreement; (b) the operator of each flight 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 such Operator, including, without limitation, all personal injuries, property damage or wrongful death; (c) GDPJ is not responsible for any negligent act or omission by any 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; (d) GDPJ shall not be responsible or liable for services directly provided or activities undertaken or performed by the other for, or on behalf of, Member; and (e) GDPJ 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 GDPJ for any amount in excess of actual Initiation Fees and Annual Membership Fee and GDPJ’s liability, if any, shall be strictly limited to an amount equivalent to such Initiation Fees and Annual Membership Fee actually paid by Member.
9. No Warranties. GDPJ MAKES NO 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; GDPJ 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 MEMBER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF MEMBER’S USE OF THE SERVICES (INCLUDING ANY USE OF MEMBER COMMUNITY APP OR COMMUNITY WEBSITE), AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH MEMBER TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10. Electronic Signatures. Member and GDPJ 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.
11. Privacy of Member Data. GDPJ values Member as a customer and protects Member’s personal information as if it were GDPJ’s GDPJ regards all passenger data as confidential and does not sell or otherwise share it with any third party except as required by law (e.g., aviation security and immigration clearances) or as necessary for the provision of the services Member purchased from GDPJ or requested to be arranged by GDPJ (e.g., passenger names provided to the air carrier that will perform Member’s flight or to ground transportation providers). By giving GDPJ personal information as a passenger on a charter flight, Member and/or passenger is deemed to have consented for GDPJ to have that information, to use it to serve Member’s travel needs, and to use it to evaluate how well GDPJ is serving Member (e.g., reviewing passenger surveys, recorded telephone calls, or electronic correspondence for quality control purposes). Member information may be stored up to five years or longer, if required by law. Member may ask GDPJ for access to Member’s personal data at any time, and Member may request that it be corrected or deleted, except to the extent that GDPJ might be required by law to retain it.
12. Reselling Member shall not resell any membership services, offers or benefits provided by GDPJ or those of its partners. While Member may invite guests to join Member on flights Member arranges and pays for, Member may not lend its account to someone else to book flights or access the Service. Member may not act as an agent of GDPJ or use GDPJ’s logo, trademarks or service marks, or those of its partners. Member may transfer its membership to any immediate family member or trust for the benefit of Member or an immediate family member upon prior written notice to GDPJ and approval by GDPJ, not to be unreasonably withheld. No other transfers by Member shall be permitted without the prior written consent of GDPJ. In certain instances, Member may join with other members prior to confirming a booking in order to share a flight’s cost and capacity in such a manner as may be facilitated and permitted by GDPJ, provided that Member shall in no event resell transportation or flights to other members or any third party.
13. Cooperative Member Member acknowledges that the success of the Community and the ability to deliver the Services with high levels of customer satisfaction depends on a vibrant and cooperative membership. Member’s good faith cooperation regarding booking, cancellations, notices, departure times, itinerary flexibility, communication, payments and documentation, and other aspects of arranging flights and other aspects of the Service is required. Any attempt to deliberately manipulate the Service or the Community App or Community Website by repeatedly placing and cancelling bookings or requests for flights, canceling requests and rebooking with slightly differing requirements, failing to authorize payment or pay for the Service as provided for herein, failing to maintain a valid credit card on file that is usable for pre-authorization/reserve and payment/capture, or failing to communicate effectively and in a timely manner regarding all aspects of coordinating the delivery of the Service, or other such actions that GDPJ believes would impact GDPJ’s ability to deliver the Service or negatively impact another Member’s participation in or enjoyment of the Community or the Services may result in suspension or termination of Membership.
14. Terms Subject to Change. All terms and conditions contained herein are subject to change upon 30 days’ notice from GDPJ to Member, except for Member’s first-year Annual Membership Fee which shall be set at the amount listed in Section 1(b) as of the date Member joins the Community. Changes to the terms and conditions and any additional services will be posted to Member’s account section of the Community App or Community Website.
15. Member Representations. Member expressly represents and warrants that (i) it shall only use the Services and Community App and Community Website provided in connection with the Community in accordance with applicable law and the terms of this Agreement, (ii) it is at least 18 years old, (iii) it has the right, authority and capacity to enter into this Agreement and to abide by the terms and conditions of this Agreement and (iv) participation in using the Services is for Member’s sole, personal use. Member may only access the Services using authorized means.
16. Intellectual Property. GDPJ alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services (including the Community App and Community Website) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Member or any other party relating to the Services. This Agreement is not a sale and does not convey any rights of ownership in or related to the Services or any intellectual property rights owned by The GDPJ name, logo(s), and the names associated with the Services are trademarks of GDPJ or third parties, and no right or license is granted to use them.
17. Governing Law and Dispute Resolution. This Agreement and the provision of services by GDPJ hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflict of law principles. Any dispute arising under these terms and conditions or the services provided by GDPJ 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 a city in Texas chosen by GDPJ. No class arbitration shall be permissible. In the event Member fails to pay any sums due to GDPJ hereunder at the time such sums are due to be paid, GDPJ 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.
18. Further Member hereby agrees to take such further actions as may be reasonably requested by GDPJ in connection with the services to be provided hereunder for the performance of its obligations hereunder on behalf of Member.
19. Other Terms and Conditions. The Services are subject to Master Charter Services Agreement, Privacy Policy, Digital Terms of Service, and Rules for Shared Flights (collectively, “Terms and Conditions”). By entering into this Agreement, Member agrees to all Terms and Conditions and such Terms and Conditions are incorporated by reference herein. GDPJ may amend or modify its Terms and Conditions from time to Amendments will be effective upon GDPJ’s publishing of such amended or modified Terms and Conditions on the Community App or Community Website. Member’s continued access or use of the Services after such posting constitutes Member’s consent to be bound by the Terms and Conditions, as amended or modified.
20. Use of Software. GDPJ may provide access to its software, including Community applications, Community websites, broker applications and websites, electronic social/commerce, marketplaces, and integrated communication tools, which form part of the GDPJ program, and are designed to enhance the user-experience, communications, service optimization, functionality and logistics of the GDPJ program (“Software”). Members and their guests may access and utilize the Software only as stipulated and limited under the terms and conditions of this Agreement.
21. If any provision of this Agreement is declared by an arbitrator or a court of competent jurisdiction to be invalid, 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. This Agreement together with the 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.
22. GDPJ may give notice by means of electronic mail to Member’s email address on record in GDPJ’s account information, by posting such notice to the Community App or Community Website, or by written communication sent by first class mail or pre-paid post to Member’s address on record in GDPJ’s account information. Member is responsible for keeping his account information up to date. Notice shall be deemed to have been given upon the expiration of (i) 48 hours after mailing (if sent by first class mail or prepaid post) or posting to the Community App or Community Website, or (ii) 12 hours after sending electronically if sent by email. Member may give notice to GDPJ (such notice shall be deemed given when received by GDPJ) at any time by any of the following: letter sent by confirmed email to GDPJ at the email address that GDPJ may post from time to time to the Community App or Community Website or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to GDPJ at the address that GDPJ may post from time to time to the Community App or Community Website.

TERMS AND CONDITIONS FOR GAMEDAY COMMUNITY SHARED FLIGHTS

1. Flights are Member-Assembled.

Shared Flights are Member-assembled, self-aggregated flights, meaning that the determination of who is participating in each shared flight as a Shared Passenger is determined solely by the participating Members. Neither GDPJ nor Operator shall play a role in determining who participates in each Shared Flight. The Community or websites to which the Members will have access may suggest Shared Flights that GDPJ believes may be of interest to Members. Shared Flight details will be proposed by a Posting Member to other Members and confirmed by all Joining Member Groups if and when they collectively authorize GDPJ as their agent to book the flight.

2. Agency appointment; Disclosures.

2.1. Each Member hereby appoints GDPJ as its authorized agent, in its sole capacity as such Member’s agent to (a) arrange at the request of such Member a Shared Flight with the Operator on behalf of such Member and such Member’s Shared Passengers and guests after the participating Members have self-aggregated as Shared Passengers and (b) execute any and all documents in connection therewith, including, without limitation, to execute on demand air transportation contracts on behalf of such Member and the Shared Passengers.  GDPJ may also offer flights to Shared Passenger Groups as an indirect air carrier.

2.2. All Shared Flights will be operated by Operators that are Federal Aviation Regulation (FAR) Part 135 certified and Department of Transportation (DOT) Part 298 registered air carriers or Part 121 or Part 129 air carriers, that meet all applicable regulatory, operational and safety standards. The Operators will exercise complete, effective and sustainable operational control over each flight at all times.

3. Eligibility and Pricing.

3.1. Any Member may propose or indicate interest in a Shared Flight as a Posting Member or lead a group of joining passengers (“Joining Members”).  Posting Members shall communicate such interest to GDPJ by visiting the GDPJ broker community website through the link on the Community Website.

3.2   GDPJ will advise, or for a flight not proposed by the Posting Member, confirm, the availability and pricing of a flight to the Posting Member, who shall be responsible for confirming the Posting Member Group’s and each Joining Member Group’s firm interest in such Shared Flight.

3.3. Although a Member may propose a Shared Flight as a Posting Member or join a proposed Shared Flight as a Joining Member, a Member who does not have an authorized credit card on file will not be permitted to participate in a Shared Flight.

4. Required Information.

4.1. Every Posting Member must provide or confirm the following information when proposing or otherwise indicating interest in a Shared Flight: (i) name of GDPJ Member leading his Posting Member Group; (ii) total number of passengers traveling in his Posting Member Group; (iii) Passenger Availability; (iv) any restrictions on children; (v) proposed departure and arrival airports; (vi) proposed date and time of departure; (vii) confirmation of contact number to be used by GDPJ and Shared Passengers for communication regarding Shared Flight; and (viii) whether or not the Posting Member is open to being contacted by other Members through the Gameday Community social features.  GDPJ may post such information on the Shared Flights Board.

4.2. Every Joining Member must provide the following information when expressing interest in joining a proposed flight: (i) name of Member leading his Joining Member group; (ii) total number of passengers traveling in his Joining Member Group; and (iii) confirmation of contact number to be used by GDPJ and Shared Passengers for communication regarding the Shared Flight.

5. Passenger Availability/Number of Passengers.

The maximum number of passengers that may share a flight for each aircraft type or cabin class will be disclosed in the GDPJ broker community website either in advance or at time of proposing a Shared Flight. The Posting Member may determine the maximum number of passengers that may participate in a proposed Shared Flight at the time of proposing the flight, which amount may be less than the maximum for the requested aircraft type/category at the sole discretion of the Posting Member.

6. Booking.

6.1. A SHARED FLIGHT WILL BE BOOKED WHEN ALL SHARED PASSENGERS CONFIRM THAT THEY ARE PREPARED TO BOOK THE FLIGHT. All Shared Flights must be confirmed through the Community Website, Community App, Quote Request Website, or Quote Request App, accessible to each Member.

6.2. All Shared Flights must be assembled and booked and paid no later than the deadline prior to a scheduled departure time that is indicated on the Quote Request Website or Quote Request App, or as communicated by GDPJ to the Posting Member.  Generally the deadline will be 14 calendar days before the scheduled departure time.

6.3. If all Passenger Availability is filled, GDPJ will contact the Posting Member to confirm all Shared Passenger Groups authorize GDPJ to book the flight with the Operator.

7. Cost Sharing.

7.1. Each Shared Passenger Group will determine how to split the Total Flight Cost.  In the absence of instruction by the Posting Member to GDPJ to the contrary at the time a flight is confirmed, each Shared Passenger Group will split the Total Flight Cost equally according to the number of Shared Passengers in such Shared Passenger Group.

7.2 Notwithstanding the terms of Section 7.1, each Shared Passenger will be charged 100% of any additional flight costs incurred exclusively by such Shared Passenger.

7.3  Each Shared Passenger will be charged a pro rata share of any Special Event Fees.  GDPJ will use reasonable  efforts to communicate and include any special event airport or fixed-based-operator (FBO) fees that are often associated with high demand travel destinations, particularly for major sporting events, at time of booking, however in certain circumstances Special Event Fees are announced within days of an event or day of. GDPJ shall have the right to charge a pro rata share on each Shared Passengers’ credit card for such fee(s).

7.4. The Total Flight Cost will be billed pro rata to the Posting Member on behalf of the passengers in the Posting Member Group and the Joining Member pro rata on behalf of the passengers in his Joining Member Group, in accordance with the terms of this Section 7. The Posting Member and each Joining Member must have valid credit card information on file with GDPJ.

8. Cancellation Prior to Booking.

8.1. A Posting Member may by notice to GDPJ cancel his Posting Member’s Group’s interest in sharing a proposed flight at any time prior to the flight’s being booked with the Operator without incurring any penalty, charge or other fee. Upon cancellation by a Posting Member, the proposed flight will be cancelled and removed from the Shared Flights Board or at GDPJ’s option such flight’s status will be returned to being marked available.  The Posting Member will be responsible for ensuring that all Shared Passengers are notified of the cancellation.

8.2. A Joining Member may by notice to GDPJ cancel his Joining Member’s Group’s interest in sharing a proposed flight at any time prior to the flight’s being booked with the Operator without incurring any penalty, charge or other fee. Upon cancellation of interest by a Joining Member, the Posting Member will be notified of the increased availability on the proposed flight and the Passenger Availability will be updated on the Shared Flights Board.

9. Cancellation of Booked Flights.

Unless specified otherwise, booked Shared Flights are non-refundable once booked. Each Shared Passenger Group will be charged the Total Cost of Flight regardless of whether such Shared Passenger Group participates in the flight.

10. Lateness.

If any passenger on a Shared Flight is more than 60 minutes late for a scheduled departure time, GDPJ, as agent for the Shared Passengers, or the Operator shall have the right to proceed with the departure and charge the passenger the full cost of his or her participation in the flight. Neither GDPJ nor the Operator will be responsible for any costs incurred by any passenger for alternate transportation, accommodations, or otherwise.  Each Shared Passenger is encouraged to contact their fellow Shared Passengers to alert them in the event it becomes unavoidable that they will be late for a scheduled departure.

11. Baggage.

Members participating in Shared Flights are asked to be mindful of the luggage limitations on the aircraft on which they intend to travel and to be respectful of the need to accommodate luggage needs of their Shared Passengers. As with all Member flights, GDPJ, acting as agent for the Shared Passengers, or the Operator reserves the right to limit the amount of luggage for a flight based on the aircraft’s luggage capacity. Member Services recommends one average size travel bag per passenger and one lap sized carry-on (e.g. backpack, purse, etc.). Shared Passengers should alert Member Services of any luggage that anyone in their Shared Passenger Group intends to bring that is outside these parameters.  Neither GDPJ nor the Operator will be responsible for any damage to or loss of luggage or any other property of any passenger.

12. Force Majeure.

12.1. If a flight is delayed or any change to an itinerary is required as a result of a “Force Majeure Event” (e.g. adverse weather conditions, aircraft damage, 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 GDPJ or the Operator), the Posting Member shall have the right to select from among the recovery options presented by GDPJ or the Operator. If a Joining Member does not want his Joining Member Group to participate based on the solution selected by the Posting Member, the Joining Member can cancel his Joining Member Group’s participation in the flight at no cost and the Posting Member can proceed by paying the additional cost attributable to the departing Joining Member Group(s).

12.2. If the Posting Member does not want to pursue any of the recovery options offered by GDPJ, as agent for the Shared Passengers, or the Operator, he or she can back out on behalf of his Posting Member Group at no cost and each Joining Member may take his pro rata share of the recovery on behalf of his Joining Member Group paying the full cost of the flight without contribution by the Posting Member Group.

13. Regulatory Compliance/Behavior.

Each Shared Passenger agrees that he or she and all passengers in his or her Shared Passenger Group will comply with all applicable laws and regulations with respect to the booked flight, and with all instructions from flight crew members. Each Member further agrees that he or she and all passengers traveling with such Member will refrain from engaging in behavior which would be detrimental to any other passenger’s traveling experience, including but not limited to soliciting or advertising products or services while on board the aircraft, using seats or space in the aircraft allotted to another Member, and/or failing to control pets and/or children. Each Member agrees to indemnify and hold GDPJ harmless for any and all claims relating to such Member’s or such Member’s passengers breach of this Section.

14. Taxes.

Each Shared Passenger Group is responsible to pay (i) required Federal Excise Tax in an amount equal to 7.5% of the contribution amount for his Shared Passenger Group for the flight, or at such other rate as may be applicable from time to time, (ii) a segment fee (for domestic flights) in the amount of $4.20 (or then current rate) for each person in his or her respective Shared Passenger Group, or at such other rate as may be applicable from time to time, and (iii) sales taxes and other applicable taxes. Additional required taxes and fees may be incurred and charged for flights outside of the continental United States.

15. Indemnification.

Each Member (an “Indemnitor”) hereby indemnifies and agrees to hold harmless GDPJ, Private Jet Merchants LLC d/b/a The Jet Merchants, the other Members, any parents, subsidiaries or affiliates of any thereof, and the officers, directors, agents, servants and employees of any of the foregoing persons or entities (the “Indemnitee(s)”) from and against any and all liabilities, claims, demands, suits, judgments, damages, losses, costs and expenses (including reasonable legal expenses and attorneys’ fees) for or on account of or in any way connected with the breach of these terms and conditions for Shared Flights, or any other actions or omissions in relation to any Shared Flight, in any case committed by such Indemnitor or any other Shared Passenger in such Indemnitor’s Shared Passenger Group; unless such loss or damage arises from the gross negligence or willful misconduct of the Indemnitee.

16. Confidentiality of Passenger Information.

Certain Member contact information will be shared with other Shared Passengers to allow for communication amongst Shared Passengers regarding the Shared Flight. Each Member agrees that he or she will hold and maintain all information he or she receives regarding his or her Shared Passengers by virtue of sharing the flight, including the fact of their participation in the flight and their contact information, in the strictest confidence and will use such information, in accordance with these terms and conditions for Shared Flights, solely for the purpose of communications regarding the Shared Flight.

17. Charter Services Agreements.

Except as specifically set forth herein, all flights are subject to terms and conditions of any Charter Services Agreement GDPJ requires the Shared Passengers to enter into for the applicable flight.

18. Courtesy/Etiquette.

Because of the social nature of Shared Flights, every action a Member or such Member’s guests takes in respect of such flights can have a significant impact on other Members and their travel plans. In order to minimize any such disruption and avoid conflict among Members, we ask that each Member and such Member’s guests adhere to the rules set forth herein, paying special attention to the rules regarding booking, cancellations, delays and Force Majeure Events.

19. Shared Passenger Conduct.

19.1. Each Member agrees that he or she and all passengers traveling with such Member will refrain from engaging in behavior which would be detrimental to any other passenger’s traveling experience, which shall include complying with the rules of conduct set forth below in this Section 19. If any Shared Passenger engages in conduct that GDPJ considers improper, offensive or likely to risk endangering the safety of other Shared Passengers or GDPJ or Operator personnel, or otherwise violates the terms of this Section 19, then such Shared Passenger and his or her Shared Passenger Group may be reprimanded, denied transportation, and deemed ineligible for future transportation, without right of refund, alternate transportation, accommodations or other compensation. In addition, the GDPJ membership account associated with Shared Passenger may be terminated without right of refund of any amounts paid by the applicable Member. All determinations will be made in the sole discretion of GDPJ or Operator. In addition, if the conduct of a Shared Passenger endangers the aircraft or any passenger or property while on board; obstructs or hinders the crew in the performance of their duties; fails to comply with any instruction of the crew; involves smoking in any form (including electronic cigarettes, vaporizers and similar devices), the use of illegal drugs, or the abuse of drugs or alcohol; involves the use of any offensive, threatening, abusive or insulting words towards another passenger, the crew or GDPJ or Operator personnel; or involves behavior which causes discomfort, inconvenience, damage or injury to another passenger, the crew or GDPJ or Operator personnel, then the crew may take such measures as it deems necessary to prevent continuation of such conduct, including restraint. A Shared Passenger may be disembarked and refused onward carriage at any point and may be prosecuted for offenses committed on board the aircraft. Each Member agrees to indemnify and hold GDPJ and each other Indemnitee harmless for any and all claims relating to such Member’s or any of such Member’s Shared Passengers’ breach of this Section 19 including the provisions below.  Each Member will make each of its Shared Passengers aware of the terms of this Section 19 and will take reasonable steps to ensure that no such Shared Passenger violates the terms of this section.

19.2. In accordance with the FAA rules and regulations, GDPJ prohibits passengers from consuming any alcoholic beverages on board any Shared Flight that are not provided in the minibar located on the aircraft or served by a cabin server. Passengers shall not bring alcohol on board of the aircraft for consumption during a Shared Flight.

19.3. GDPJ has zero tolerance for transportation or use of narcotics and other controlled substances, such as drugs and drug paraphernalia, regardless of whether certain substances may be considered legal in any states.

19.4. THE CREW WILL DENY BOARDING TO ANY PASSENGER WHO APPEARS INTOXICATED OR UNDER THE INFLUENCE. ANY PASSENGER WHO IS DENIED BOARDING BECAUSE HE OR SHE APPEARS INTOXICATED OR UNDER THE INFLUENCE WILL NOT BE ENTITLED TO A REFUND OR ALTERNATIVE TRANSPORTATION OR ACCOMMODATIONS OR ANY OTHER COMPENSATION.

19.5. Shared Passengers must be respectful of other Shared Passengers and of GDPJ and Operator personnel.

19.6. GDPJ has zero tolerance for any type of harassment or offensive behavior, including, but not limited to:

• any kind of verbal or physical abuse directed towards anyone;
• any form of discrimination;
• the use of profane language, gestures, insults or similar behavior;
• unwanted solicitation; or
• loud or boisterous behavior.

19.7. Shared Passengers must observe proper etiquette on Shared Flights, including without limitation as provided in Section 18.

19.8. Shared Passengers must maintain appropriate hygiene on Shared Flights. If someone’s hygiene is offensive to a reasonable passenger, then it would violate these rules of conduct.

19.9. Shared Passengers must wear appropriate attire. Shoes must be worn at all times. Sexually suggestive and other offensive clothing is prohibited.

19.10. Shared Passengers shall respect the privacy rights of other Shared Passengers. No photos or videos may be taken of another passenger or shared on social media without the prior consent of such passenger.

19.11  No dogs, cats or other animals, whether or not service animals, are allowed on any Shared Flight without the approval of Posting Member and GDPJ (in writing).

20. Notices

Unless otherwise provided in this Annex A, all notices and other communications regarding Shared Flights shall be made through the Community Website, Community App, Quote Request Website, or Quote Request App, as applicable.

21. Definitions.

“Business Member Group” means a Member and, subject to Passenger Availability, up to five (5) designees of the Member who are employed by the same organization as the Member. Member minimum age is 18 years.

“Family Member Group” means a Member and, subject to Passenger Availability, designees of the Member whose permanent residential address is the same as the Member’s (including any students whose temporary address is different). Member minimum age is 18 years.

“Joining Member” means the Member who joins a proposed Shared Flight on behalf of himself or herself and, if applicable, other members of his or her Joining Member Group.

“Joining Member Group” means all the passengers on whose behalf a Joining Member joins a proposed Shared Flight. A Joining Member Group will be either a Family Member Group or a Business Member Group.

“Operator(s)” means any entity that provides or offers to provide air transportation to a Shared Passenger Group 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).

“Passenger Availability” means the number of passengers with whom a Posting Member is willing to travel on a Shared Flight in addition to the Posting Member Group. The Posting Member will designate the Passenger Availability at the time of proposing a Shared Flight. The Passenger Availability will be listed and, as Joining Members join a proposed flight, updated on the Shared Flights Board.

“Posting Member” means the Member who proposed a new Shared Flight to be posted on the Shared Flights Board.

“Posting Member Group” means the Posting Member and each passenger on whose behalf the Posting Member is proposing a Shared Flight.  A Posting Member Group will be either a Family Member Group or a Business Member Group.

“Shared Flight” means a shared charter flight arranged as provided in this Annex A.

“Shared Flights Board” means the section of the GDPJ Community or Quote Request Website or Quote Request App listing flights which may be confirmed or unconfirmed.  Any such flight will list a departure location, arrival location, date and time of departure, and indicative price. Flights may also be referred to as Events or Flight Events.

“Shared Passengers” means the passengers in the Posting Member Group and each Joining Member Groups who are participating in the same Shared Flight.

“Shared Passenger Group” means the Posting Member Group and Joining Member Groups who are participating in the same Shared Flight.

“Special Event Fees” means any special event fees imposed by airports or fixed base operators.

“Total Flight Cost” means the final cost of the flight as determined by GDPJ including the price of the charter flight, applicable taxes and service charges such as ground transportation, catering, Special Event Fees, and any applicable commission or other compensation payable to GDPJ, any of its affiliates or Operator, and other applicable charges, including without limitation any charges incurred exclusively by any Shared Passenger.