Agreement between Taxijet and Operator - Air Taxi & Air Charter Exchange

1. TERMS: Taxijet provides an information portal on the global communications network (the Internet®) which includes postings and notifications of information for the purpose of coordinating air travel arrangements for individuals and groups; it principally serves as a site where air taxi and charter operators post information regarding available flights, offer bids/quotes for flights and make the necessary contacts to enter into arrangements to provide flights with persons desiring flights and/or aviation services (the "End User" or “Requester” or "Charterer"). Taxijet provides this service (the "Service") subject to the following Terms Of Use ("Terms"); by using the Service in any way, you are agreeing to comply with these Terms. In addition, when using Taxijet Services, you agree to abide by any applicable posted guidelines or requirements of Taxijet, which may change from time to time. Should you object to any term or condition of these Terms or any modification hereof or become dissatisfied with Taxijet in any way, your only recourse is to discontinue use of Taxijet’s Service.

2. MODIFICATIONS: Taxijet reserves the right to change, modify, or alter these Terms at any time. Such modifications shall become effective immediately upon the posting thereof. You agree that you must review this agreement on a regular basis to keep yourself apprised of any changes. The most recent version of Taxijet's Terms is at:

http://www.taxijet.info/AgreementbetweenTaxijetandOperator.html

3. CONTENT: You understand that all postings or other materials ("Content") posted on, transmitted through, or linked from the Service are the sole responsibility of the person or entity from whom such Content originated. You are entirely responsible for all Content that you post, email or otherwise make available via the Service. You understand that Taxijet does not control, and is not responsible for Content made available through the Service, and that by using the Service, you may be exposed to Content that is inaccurate or objectionable. The Taxijet website and Content available through the Service may contain links to other websites, which are completely independent of Taxijet, which makes no representation or warranty as to the accuracy, completeness or authenticity of the information contained in any such site. Your linking to and/or use of any other websites is at your own risk. You agree that you must evaluate and bear all risks associated with the use of any Content, that you may not rely on said Content, and that Taxijet is not liable in any way for any Content or for any loss or damage of any kind incurred as a result of the use of any Content posted, emailed or otherwise made available via the Service. You acknowledge that Taxijet does not pre-screen or approve Content, but that Taxijet shall have the right but not the obligation to refuse or delete any Content that is available via the Service, for violation of these Terms or for any reason.

4. PRIVACY AND DISCLOSURE: Taxijet's Privacy Policy is located at: http://www.taxijet.info/PrivacyPolicy.html

Your use of the Taxijet website and/or the Service signifies acknowledgment of and agreement to Taxijet's Privacy Policy. You further acknowledge and agree that Taxijet may, at its sole discretion, preserve or disclose your Content, as well as your information, such as email addresses, IP addresses, timestamps, and other user information, if required to do so by law, by any act under color of authority, or in the good faith belief that such preservation or disclosure is reasonably necessary to: comply with legal process, enforce these Terms, respond to claims that any Content violates the rights of third-parties, respond to claims that contact information (e.g. phone number, street address) of a third-party has been posted or transmitted without their consent, protect the rights, property or safety of Taxijet, its users or the public, or for any other reason Taxijet deems reasonably necessary to protect its interests.

5. OPERATOR IDENTITY: You ("Operator") represent that you are a licensed air taxi charter operator or person authorized thereby and agree to Taxijet's Terms, which are incorporated herein by reference. You agree to be truthful and forthright in your dealings with Taxijet and all End Users and to ensure that any information posted by you or on your behalf is accurate.

6. CONDUCT REGARDING POSTINGS: You agree not to post, email, or otherwise make available Content that:

a. violates any law including, but not limited to that body of law commonly referred to as the Federal Aviation Regulations (14 C.F.R. et seq.)

b. is in any part false, misleading, deceptive or constitutes any part or whole of a "bait and switch" scheme

c. impersonates any person or entity, including, but not limited to, a Taxijet employee, or falsely states or otherwise misrepresents your affiliation with a person or entity

d. includes personal or identifying information about any aircraft without the express consent of the registered owner of said aircraft

e. includes personal or identifying information about another person without that person's express consent

f. harasses, intimidates or is hateful to any person or group of persons on the basis of race, religion, age, ethnicity, disability or sexual orientation

g. infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party, or Content that you do not have a right to make available under any law or under contractual relationship

h. constitutes or contains "affiliate marketing," "link referral code," "junk mail," "spam," "chain letters," "pyramid schemes," or unsolicited commercial advertisement

i. constitutes or contains any form of advertising or solicitation posted in areas of the Taxijet sites, which are not designated for such purposes, or emailed to Taxijet users who have not expressly agreed to be contacted regarding such services, products or commercial interests.

j. includes links to commercial services or web sites, except as allowed in "Services"

k. contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment

l. employs misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of Content transmitted through the Service.

You also agree not to:

m. contact anyone who has asked not to be contacted;

n. "stalk" or otherwise harass anyone;

o. collect personal data about other users for commercial or unlawful purposes, except as expressly agreed or requested by the party whose information you collect

p. attempt to gain unauthorized access to Taxijet's computer systems or engage in any activity that disrupts, diminishes the quality of, interferes with the performance of, or impairs the functionality of, the Service or the Taxijet website

q. use any form of automated device or computer program that enables the submission of postings on Taxijet without each posting being manually entered by the author thereof (an "automated posting device"), including without limitation, the use of any such automated posting device to submit mail or postings in bulk or at regular intervals.

7. PROHIBITION REGARDING SPAM: You understand and agree that sending unsolicited email advertisements to Taxijet email addresses or through Taxijet computer systems, which is expressly prohibited by these Terms, will use or cause to be used servers located in California. Any unauthorized use of Taxijet computer systems is a violation of these Terms and certain federal and state laws, including without limitation the Computer Fraud and Abuse Act (18 U.S.C. § 1030 et seq.), Section 502 of the California Penal Code and Section 17538.45 of the California Business and Professions Code. Such violations may subject the sender and his or her agents to civil and criminal penalties.

8. TERMS OF SERVICE (TOS) VIOLATIONS AND DAMAGES: You understand and agree that, because damages are often difficult to quantify, if Taxijet deems it appropriate to engage counsel to contact you to enforce these Terms, or if it becomes necessary for Taxijet to pursue any legal action relating to you or your use of Taxijet or these Terms, you agree that you are liable and stipulate to pay Taxijet's attorney's fees for addressing such matter plus the following amounts as liquidated damages, which you agree are reasonable estimates of Taxijet’s damages for the specified breaches of these Terms:

a. If you post a message, bid or MT Leg that (1) impersonates any person or entity; (2) falsely states or misrepresents your affiliation with a person or entity or aircraft; or (3) includes personal or identifying information about another person or aircraft without that person's or the aircraft's registered owner's explicit consent, you agree to pay Taxijet one thousand dollars ($1,000) for each such message. Notwithstanding the foregoing, this Section is not intended to preclude use authorized in writing by any certificated operator for aircraft on the ATCO certificate of the authorizing party.

b. If you send unsolicited email to any Taxijet email address (including users’ addresses) obtained through use of Taxijet’s system, whether directly or indirectly, you agree to pay Taxijet one hundred dollars ($100) for each such email.

c. If you post any message in violation of these Terms of Use, other than as described above, you agree to pay Taxijet one hundred dollars ($100) for each such message.

d. If you compile, display, copy, duplicate, reproduce, or otherwise exploit for any purpose not permitted by these Terms any Content without Taxijet's express written permission, you agree to pay Taxijet two thousand dollars ($2,000) for each day on which you engage in such conduct.

Otherwise, you agree to pay Taxijet's actual damages, to the extent such actual damages can be reasonably calculated. Notwithstanding the foregoing, Taxijet reserves the right to seek all available equitable and/or legal remedies, and/or an injunction against the breach of any such term or in aid of the exercise of any power granted in these Terms, or any combination thereof, in addition to such exemplary, punitive or special damages as may be permitted by law.

9. LIMITATIONS: You agree Taxijet may establish limits concerning use of the Service, including the maximum number of days that Content will be retained by the Service, the maximum number and size of postings, email messages, or other Content that may be transmitted or stored by the Service, and the frequency with which you may access the Service. You agree that Taxijet has no responsibility or liability for the deletion or failure to store any Content maintained or transmitted by the Service, for accidental deletions, or for deletions or corruption of data not caused by it. You acknowledge that Taxijet reserves the right at any time to modify or discontinue the Service (or any part thereof) with or without notice, and that Taxijet

shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service.

10. ACCESS TO TAXIJET: Taxijet grants you a limited, revocable, nonexclusive license to access the Service. This license does not include any collection, duplication, display or derivative use of the Service or any of its Content, or use of data mining, robots, spiders, or similar data gathering tools for any purpose unless expressly permitted by Taxijet.

Use of the Service beyond the scope of authorized access granted to you by Taxijet immediately terminates said permission or license. In order to collect, aggregate, display or make derivative use of the Service or any Content made available via the Service for other purposes not stated herein, you must first obtain a license from Taxijet.

11. TERMINATION OF SERVICE: You agree that Taxijet has the right (but not obligation) to delete or deactivate your account or user ID, block your email or IP address, or otherwise terminate your access to or use of the Service (or any part thereof), immediately and without notice, and remove and discard any Content within the Service, for any reason, including, without limitation, if Taxijet believes that you have acted inconsistently with the letter or spirit of the Terms or for any other reason permissible at law. Further, you agree that Taxijet shall not be liable to you or any third-party for any termination or denial of your access to the Service. You agree not to attempt to use the Service after such termination.

12. PROPERTY RIGHTS: Taxijet, its Service and Content are protected to the maximum extent permitted by law. Content displayed on or through the Service is protected by copyright as a collective work or compilation. Reproduction, modification, creation of derivative works from or redistribution of the Taxijet sites or any portion thereof to any other server is prohibited without the express written consent of Taxijet. You agree not to reproduce, duplicate or copy Content from the Service without the express written consent of Taxijet, and agree to abide by any and all copyright and other notices available on or displayed by the Service. You may not decompile or disassemble, reverse engineer or otherwise attempt to discover any source code contained in the Service. Without limiting the foregoing, you agree not to reproduce, duplicate, copy, sell, resell or exploit for any commercial purposes, any aspect of the Service. TAXIJET is a servicemark protected by U.S. law.

Although Taxijet does not claim ownership of Content that its users post, by posting Content to any area of the Service, you represent and warrant that you have the right to grant and thereby grant to Taxijet an irrevocable, perpetual, non-exclusive, fully paid, worldwide license to use, display, and distribute said Content and authorize sublicenses of the foregoing. Furthermore, by posting Content to or on the Service, you automatically grant Taxijet all rights necessary to prohibit any subsequent aggregation, display, copying, reproduction, or use of the Content on the Service by any party for any purpose.

13. NO WARRANTIES: YOU AGREE THAT USE OF THE TAXIJET SITE AND THE SERVICE IS ENTIRELY AT YOUR OWN RISK. THE TAXIJET SITE AND THE SERVICE ARE PROVIDED ON AN "AS IS" OR "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND. ALL EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS IS EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. TO THE FULLEST EXTENT PERMITTED BY LAW, TAXIJET DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, ACCURACY, AND PERFORMANCE OF THE TAXIJET SITE AND THE SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, TAXIJET DISCLAIMS ANY WARRANTIES FOR OTHER SERVICES OR GOODS RECEIVED THROUGH OR ADVERTISED ON THE TAXIJET SITE OR THE SITES OR SERVICE, OR ACCESSED THROUGH ANY LINKS ON THE TAXIJET SITE. TO THE FULLEST EXTENT PERMITTED BY LAW, TAXIJET DISCLAIMS ANY WARRANTIES FOR VIRUSES OR OTHER HARMFUL COMPONENTS IN CONNECTION WITH THE TAXIJET SITE OR THE SERVICE.

Some jurisdictions do not allow the disclaimer of implied warranties. In such jurisdictions, some of the foregoing disclaimers may not apply to you in whole or in part.

14. POSTING MT LEGS, SUBMITTING BIDS/QUOTES, RECEIVING TRAVEL REQUESTS; POLICIES: Taxijet will allow you to post available flights (MT Legs), to submit Bids and Quotes, and to receive Travel Requests subject to its Terms and receipt of payment of its Fees. Travel Requests from an End User will have data regarding the dates, destination(s) and type(s) of aircraft required; You agree that any response by you will be in one of two possible forms: 1) Non-Binding/Attached Bid – Your bid will follow Taxijet’s basic format to include information about the aircraft and an offer price, which will be subject to availability of aircraft and crew. The Non-Binding/Attached bid may include attached electronic files with further details about the quote and your services and may, at your discretion, contain attached legal documentation to allow for a binding contract with the End User. 2) Binding Bid – Your bid will follow Taxijet’s format and will be parsed into a legal document, generated by Taxijet’s software, to be signed by the Charterer upon their acceptance. Your Binding Bid will include specific detail regarding the aircraft to be provided and a firm price quotation with a contractual offer which becomes binding upon you and End User upon End User's acceptance, inclusive of any terms and conditions, proof of insurance, and such other information as may be reasonably required to allow for evaluation of the services you offered or listed. You agree to specify, regardless of bid format, all terms and conditions with respect to cancellation and all charges applicable to End User.

15. PROVIDING SERVICES: You agree to provide the charter and/or other flight and related services requested by the End User (assuming your bid, posting or quotation is accepted) in a timely and professional manner and in accordance with all applicable laws and regulations including, but not limited to, the Federal Aviation Regulations (14 CFR et seq.); in the event of any flight outside the United States, you additionally agree to comply with all foreign laws and regulations applicable thereto. You agree that you are solely responsible for the safety and all other aspects of the flight(s) and to assume all liability in connection therewith.

You agree to provide the charter services and other goods/services requested by the End User (assuming your bid, posting or quotation is accepted) in accordance with your bid, posting or quotation, as applicable, without substitutions of any kind, except as approved in advance by End User. You agree that you shall not charge End User except as agreed in writing (no hidden charges, surprise costs, etc.). You agree that all contractual arrangements with End User shall be made through use of a written contract and that any amendments or changes thereto shall also be in a writing signed by the End User. You agree to promptly provide to Taxijet a copy of all such writings by verified telefax to (480) 393-5635 or (949) 916-3594 or by email to info@taxijet.com.

16. NO AIRCRAFT OPERATION; THIRD PARTY CONTENT AND TRANSACTIONAL RELATIONSHIPS WITH THIRD PARTIES: You understand that Taxijet does not own or operate aircraft, is not an air carrier and that the Service provided is as stated by Taxijet in writing only; You agree to be solely responsible for all aspects of the flight(s) and/or service(s) You provide or arrange to be provided to the End User or at its request or direction.

You agree that Taxijet will not be liable for any delay, cancellation, omission, failure to furnish services or any damages (of any kind whatsoever) arising in whole or in part from any cause beyond its reasonable control; this includes but is not limited to the control of any of its affiliates, agents, assigns, directors, employees, officers, representatives or others) including without limitation acts of God, acts of nature, acts or regulations of government or other authorities, war, fire, civil unrest, terrorism, mechanical failure, weather conditions, delays, natural disaster, strikes or other labor dispute or failure or defects in any hardware or software or for any act, omission or breach of or by the End User or by You or those acting at your direction or upon your request.

You agree that Taxijet's aggregate liability for all claims arising from Your use of its sites and the Service is limited to a maximum of fifty percent (50%) of the amount paid by You to Taxijet for the flight and/or goods/services at issue and that this is a material, term of this agreement; You agree that Taxijet and its Indemnified Parties will not have any liability to You whether in tort, contract or otherwise for any losses or claims including, but not limited to, actual, consequential, exemplary, incidental, special, or other damages arising from Your or End User's use of Taxijet's Service or anything relating thereto including, but not limited to, any claim You may make with respect to End User, any claim End User may make with respect to You and any goods and/or services You agreed to provide, any claims or damages alleged with respect to the adequacy, timeliness, completeness, reliability, performance or availability of such goods and/or services.

You agree that with respect to any flight, goods or services you provide to End User or at its direction, the liabilities are between You and End User only and that Taxijet shall not be responsible for any damages arising in any way from such relationship. As an example, if End User, its guests or passengers damages an aircraft provided by You, Your only recourse is against End User and you agree that Taxijet is not liable in any way therefor. You agree Taxijet does not control and is in no way responsible for the behavior, omissions or other acts of the End User and/or its passengers or guests and has no liability therefor.

17. INDEMNIFICATION: You agree to indemnify Taxijet and hold it harmless to the fullest extend for any costs, expenses, and losses, incurred by it as a result of any actual or alleged act or omission by You (including those of your affiliates, agents, assigns, contractors, employees, directors, representatives, guests, etc.); additionally, You agree to indemnify Taxijet as specified in its Terms.

18. RESTRICTIONS TO LAWFUL USE; AGREEMENT TO PAY: You agree to use Taxijet's website and Service in a lawful manner, in accordance with Taxijet's Terms;

You agree to pay Taxijet a fee ("Fee") equal to ten percent (10%) of the aggregate (gross) amount, less taxes, You (or those at your direction) charge for every flight (including associated and related services) booked by or for the End User which was originally solicited, bid or quoted through Taxijet. You understand and agree that charter flight itineraries and/or aircraft are subject to change from their original specifications and agree to pay Taxijet the Fee regardless of any changes, which are made.

As an example, if End User accepts your bid or quote for a single flight in a Hawker 125-400 aircraft from VNY to ORD for $10,000 and End User then decides to extend the flight to include a return via ASE in a Gulfstream III aircraft with catering, and the total billing for these flights (including $400 in taxes) is $30,400, Operator agrees to pay Taxijet a fee of ten percent (10%) of the gross amount collected, less taxes, for all flights; $3,000 in this example.

As another example, if End User accepts your bid or quote for a round trip in a Hawker 125-400 aircraft from VNY to ORD for $20,000 and End User decides to cancel the flight 30 hours prior to departure and You collect $10,000 for the short notice cancellation (as agreed in your contract with End User), Operator agrees to pay Taxijet a fee of ten percent (10%) of the gross amount collected, less taxes, even though the flight was cancelled; $1,000 in this example.

You agree to accurately and timely pay Taxijet by check mailed to 23662 Via Porton, Mission Viejo, CA 92691 in accordance with Taxijet's Fee Schedule. Payment will become due immediately after you are paid by one of Taxijet’s Requester clients and will be past due 30 days after completion of the final flight of the trip.

You agree to be responsible for calculation and collection of all appropriate taxes. The amount You pay to Taxijet is generally considered a sales expense although laws may vary from state to state and/or by operation with respect to what is taxed to the End User. Taxijet recommends that the amount You bid or quote to the End User include taxes, identified as a separate line-item charge.

You agree to refrain from doing any act or thing which would circumvent Taxijet's interests in obtaining the Fee; as an example, you will not contact End User or allow End User to contact You directly to make arrangements for the flight(s) sought by End User in an effort to avoid paying Taxijet its Fee or any portion thereof.

You agree to pay the highest percentage interest charge permitted by law in the event You fail to timely pay for any Service provided to You by Taxijet or for any Fees payable by You thereto; additionally, You agree to pay for all costs incurred, including but not limited to attorneys' fees, incurred by Taxijet regarding collection of past due fees, expenses and charges.

Bids submitted through Taxijet's online automated service incur only a 5% charge. This discounted charge is subject to cancellation at any time.

19. NON-COMPETITION: You agree that any End User whose contact information is provided to you by or through Taxijet is deemed a Taxijet client; you agree that you shall not, for a period extending through the expiration of two years after such information is provided, solicit any flights or extend any offers to such End User without the prior written consent of Taxijet and, that in the event any offers or solicitations are made, you agree to pay Taxijet its Fee (a fee equivalent to five percent (5%) of any amounts charged to End User or at its direction).

20. ADDITIONAL DOCUMENTS/DATA: You agree to promptly provide Taxijet with such documents as it may, from time to time, reasonably require; these may include, but are not limited to, copies of your Air Carrier Certificate, select pages from your Operations Specifications, insurance policies, pilot certificates, aircraft data, billing data, maintenance data, aircraft photos, and other information.

The foregoing constitutes an agreement between You and Taxijet, which supersedes any prior agreements, except that this Agreement is agreed to supplement Taxijet's Terms. Just as with the Terms, the relationship between you and Taxijet shall be governed by the laws of the State of California without regard to its conflict of law provisions. You and Taxijet agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Orange, California. The failure of Taxijet to exercise or enforce any right or provision hereof shall not constitute a waiver of such right or provision.

21. NO ASSIGNMENT: You may not assign or delegate your obligations to Taxijet under this Agreement without Taxijet's prior written consent.

22. MISCELLANEOUS: If any part or provision of this document shall be deemed invalid or unenforceable under California law or other applicable law, the parties agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and to the extent permissible, and the other provisions hereof remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.

To the fullest extent permitted by the laws of the United States and of the State of California, the Parties waive trial by jury in any action, proceeding, claim or counterclaim brought by either party, whether sounding in contract or tort, at law or in equity, in connection with this Agreement or the Aircraft and each party agrees it shall not hereafter seek to assert any constitutional right to trial by jury in contravention of this provision.

Any captions and numbering provided herein are for reference only and of no legal effect. References to the singular shall include the plural, as necessary; references to the masculine gender shall be deemed to include the feminine and neuter genders, as appropriate.

All notices to Taxijet shall be in writing, addressed to the Party at the addresses set forth hereafter, or to such other address as may be designated from time to time hereafter by such Party. All notices shall be delivered (i) in person, or (ii) by certified, first class mail, postage prepaid, return receipt requested; notice delivered by any of the foregoing methods shall be deemed effective at the time delivered.

file: TermsofUseOpr020608a