TERMS AND CONDITIONS MEMBERSHIP AGREEMENT ACCEPTANCE

 THIS MEMBERSHIP AGREEMENT, (“Agreement”) will become effective upon date of receipt of the first monthly payment, between InstaJet Charters LLC dba Boca Jet (“Provider”), and You, Member Name (“Member”). Provider arranges air transportation and other services on behalf of its clients. Member wishes to contract with Provider to arrange air transportation and other services on their behalf. The Member is paying a membership fee toward purchase of a flight. If the cost of the flight exceeds the amount of membership fees paid, the Member will pay that balance at the time of booking a flight.

THE PARTIES THEREFORE AGREE AS FOLLOWS:

DEFINITIONS:

For the purposes of this Agreement, the following terms will have the following definitions:

1. “Flight Hours” means the total number of estimated one way flight hours. Hours will be based on trip hour estimates for type of aircraft from both FlightAware and Avinode data estimates.
2. “Carrier” means air carriers as defined in 14 CFR 1.1 operating under the rules of 14 CFR Part 135 or Part 121, or foreign equivalent.
3. “Effective Hourly Rate” means the price divided by the total hours purchased under this Agreement, including any complimentary hours.
4. “One Year” means the end of the 12th month after the date of this Agreement.
5. “FAA” means the Federal Aviation Administration.
6. “Federal Excise Tax” or “FET” means the percentage tax proscribed in IRC 4661(a)
7. “Leg” means an individual point-to-point flight within a Trip.
8. “Membership Account” means the total dollars plus any bones the Member has pre-purchased in accordance with this Agreement.
9. “Peak Travel Days” means those days defined in section 6.
10. “Standard Travel Day” means all days that are not Peak Travel Days.
11. “Trip” means a trip scheduled in accordance with this Agreement for one way trip Flight Hours.

ENGAGEMENT

Member hereby engages and appoints Provider to act as an authorized agent on behalf of the Member and under the terms of this agreement to arrange for private aircraft charter services either within the Provider fleet or through a third party certified Direct Air Carriers (“DAC”) operating under Part 135 of the Federal Aviation Administration (FAA) Regulations. Provider will always contract third party services directly with the DAC and not through Air Charter Brokers, without Member consent.

PAYMENTS

The first monthly membership is paid via credit card on Provider website. Member will be billed for future months via email invoice that can be paid directly online through the invoice. The invoice dates will be on the same calendar day as the start of the membership. Any invoice not paid within ten (10) days of being due, will result in a $100 late payment fee being charged. Any payment not received within thirty (30) days of the due date will be considered a termination of the membership, subject to the Termination section of this Agreement.

RESERVATIONS AND SCHEDULING

To request to schedule a Trip, the member must contact Provider by phone (561)-918-2124 or by email charters@instajetcharters.com. Other direct lines / cell phones may be provided. Trips shall be considered scheduled when Provider confirms in writing to the Member that the Trip is scheduled. Once your travel is confirmed, a flight itinerary will be emailed to the point of contact’s email on file.

Any subsequent changes made to a trip will be confirmed via a revised flight itinerary by email. The Member may designate, in writing, other individuals as Authorized Planners who are authorized to request to schedule Trips on their behalf.

For all domestic travel Non-Peak Days, a minimum of Five (5) days should be provided to Provider. For all international travel Non-Peak Days, a minimum of Seven (7) days must be provided and is subject to all handling permits required. For all domestic travel Peak Days will be handled on a flight-by-flight basis. Generally, a minimum of Fourteen (14) days should be provided to Provider. For all international travel Peak Days, a minimum of Fourteen (14) days must be provided.

Additional costs may apply for shorter booking times outside of pre-defined hours. The Service Area shall be within 1,800 miles of the departure point. All international trips booked outside of the U.S. contiguous service area are subject to any additional fee for FBO (Fixed Based Operator), government fees, document fees and “Handler”.

Provider reserves the right to not fly to certain destinations or airports. Provider shall use reasonable efforts to secure departure or arrival slot reservations (as defined in 14 CFR 93.213 or international equivalent) or parking reservations as required by FBOs (Fixed Base Operators) or airports. If Provider is unable to secure such reservations, we reserve the right to adjust departure times or airports used or both. Provider may adjust departure times by up to four hours for any other reason.

AIRCRAFT

Provider shall make reasonable efforts to arrange travel on the type of aircraft designated in this Agreement for trips but may arrange travel on other aircraft of reasonably similar or greater capacity and size. Carriers may restrict the maximum number of passengers allowed for a leg based on the combined weight of baggage and passengers and operational restrictions or requirements.

Provider shall arrange travel on aircraft with the following safety and insurance standards:

• Carriers, aircraft, and flight crews shall meet the minimum safety standards of ARG/US, and Wyvern Registered/Certified.
• Aircraft shall have the following combined single limit liability insurance coverage including bodily injury to passengers and property damage liability of $50,000.00

FLIGHT COSTS

Flights costs shall be based on a flat $7,500 per Flight Hour cost with a one hour minimum. This will include the cost of the aircraft, crew, fuel, FET (Federal Excise Tax), Seat Fee and Provider fees. Other government, airport and FBO fees are not included.

For Trips with Legs departing or arriving on Peak Travel Days additional costs may be charged by the carrier (the “Peak Surcharge”) for those days, the actual cost only will be passed on.

OTHER CHARGES AND FEES

Provider shall charge the Member for the following items.

• Peak Period Day Fees up to a maximum of $5,000 depending upon Carrier
• Provider Flight not to exceed total hourly cost of $7,500 excluding foreign government, airport, FBO, and other applicable fees. Some may be waived depending on total flight cost.
• Damages to aircraft caused by passenger
• Additional cleaning of aircraft required as a result of passengers’ actions or inactions.
• Hangar or de-icing services deemed necessary by Provider or other Carriers due to actual or forecast weather conditions and as a result of the trip
• Additional costs related to travel to or from airports with special restrictions or charges
• Additional costs related to operations outside of normal airport or FBO hours
• Other unforeseen costs that are the result of the Member’s actions or inactions and related to trips
• Additional costs may apply for shorter booking times outside of lead times defined in this Agreement

In no event will such additional charges be greater than the amount paid by Provider

TERMINATION

Provider or Member may terminate this Agreement at any time with or without cause and without penalty by delivery of written notice to the Member. Upon receipt by the Member of notice of termination, Provider shall refund to the Member an amount equal to the remaining balance of the Membership Account. If the Member has not booked and paid for a flight within the prior 12 months, a one-month inactivity full regular membership fee shall be deducted. The parties’ obligations under this Agreement shall survive under the termination of this Agreement.

ELECTRONIC SIGNATURE / AGREEMENT ACCEPTANCE

The Member and Provider agree that:

1. By purchasing the first month membership via credit card online they have acknowledged receipt and acceptance of the terms of this Agreement. 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, and agree that transmission from an email address identified by the Member as an authorized email address shall be reasonable to accept; and
2. Such transmissions shall be deemed to satisfy any federal, state, or local laws or regulations requiring that agreements be in writing and delivery of such transmissions shall be deemed receipt of written notice, and neither party shall contest the validity or enforceability of such electronic transmissions; and
3. Computer-maintained records produced as physical copies shall constitute business records and shall have the same validity as any other generally recognized business records.

DISCLOSURES

The Member hereby appoints Provider as their authorized agent to arrange for air transportation services on their behalf. The Member acknowledges that Provider will be acting solely as their authorized agent and or carrier. In all air transportation arrangements, the Member will be the charterer and beneficiary of such arrangements.

PRIVACY

Provider shall take reasonable measures to maintain data associated with the Member and the Member’s guests as confidential. Provider may be required to furnish data in support of the services arranged in accordance with this Agreement but will limit disclosure to that which is needed to support such services.

TERMS SUBJECT TO CHANGE

All terms and conditions contained herein are subject to change within 30 days’ written notice to the Member.

FORCE MAJEURE

Provider will not be deemed to be in breach of its obligations hereunder or have any liability or responsibility for any loss, delay, cancellation, or damage arising in whole or in part from any weather conditions, acts of God, acts of nature, acts of civil or military authority, civil commotion, war or warlike operations, or imminence thereof, strike or labor dispute, blockade, embargo, government regulation, law, rule, or authority, acts or omissions of government authorities including all civil aviation authorities, requisition of aircraft by public authorities, breakdown or accident to the aircraft, mechanical failure, lack of essential supplies or parts or if the safety of passengers and/or property is deemed by the aircraft commander or the Carrier’s operational supervisors to be in jeopardy, or for any cause or any other event of circumstance beyond the direct control of Provider.

DISPUTE RESOLUTION

This Agreement and the provision of services by Provider Provider hereunder shall be governed by and construed in accordance with the laws of the State of Florida, without giving effect to conflict of law principals. Any dispute arising under this Agreement, or the services provided by Provder shall be finally settled by binding arbitration before a panel of one arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA). In the event of a conflict between the AAA Rules and this Agreement, the provisions of this Agreement shall prevail. Judgement on the award may be entered in any court of competent jurisdiction. The location of arbitration and venue for any dispute shall be in Palm Beach County, Florida. In the event the Member fails to pay any sums due to Provider hereunder at the time such sums are due to be paid, Provider shall be entitled to recover all attorneys’ fees and costs from the Member related to or arising out of any efforts to collect such sums, including any legal proceedings or arbitration that is commenced to collect such sums.

REPRESENTATIONS AND WARRANTIES

The respective parties (each as to the other, a “Representing Party”), each represent and warrant that the Representing Party has all requisite power and authority to enter into this Agreement and to assume and perform fully its obligations hereunder. The Representing Party’s power execution and delivery of and performance under this Agreement have been duly and validity authorized by all necessary entity action as required by the Representing Party. This Agreement has been duly executed and delivered by and on behalf of the Representing Party by and authorized signatory or representative thereof.

THIS AGREEMENT CONSTITUTES A VALID AND BINDING OBLIGATION OF THE PARTIES IN ACCORDANCE WITH ITS TERMS AND CONDITIONS. EACH PARTY ACKNOWLEDGES AND AGREES THAT IT IS ENTERING INTO THIS AGREEMENT KNOWINGLY AND VOLUNTARILY. THIS AGREEMENT ALLOWS THE MEMBER TO ENJOY THE BENEFITS OFFERED AND IS A REQUIREMENT TO JOIN.

ASSIGNMENT AND CHANGE IN CONTROL

The Member may assign this Agreement without Provider prior written approval. A merger or other change in control of the Member shall constitute an assignment of this Agreement. Provider may assign this Agreement without consent to a subsidiary or affiliate; an acquirer of Provider equity, business or assets; or a successor by merger. Any purported assignment in violation of this section shall be void. Any permitted assignee shall assume all assigned obligations of its assignor under this Agreement.

SEVERABILITY

If any provision of this Agreement is declared by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable, such invalidity, illegality, or unenforceability shall not affect any other provisions of this Agreement and the Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained herein. Such provisions shall be deemed modified to the extent necessary in the arbitrators or court’s opinion to render such provision enforceable and the rights and obligations of the parties shall be construed and enforced accordingly. Regardless of any invalid, illegal or unenforceable provision(s), the remainder of the Agreement shall otherwise remain in full force and effect.

MISCELLANEOUS

1. Provider or Carriers shall remit all Federal Excise Tax received from the Member on the Member’s behalf.
2. Services may only be provided to the member and the Member’s invited guests.
3. Provider does not engage in the formation of groups for transportation in connection with “Public Charters” as defined in 14 C.F.R. 380.
4. This Agreement, together with related exhibits, schedules, and attachments, and the agreements referenced herein and incorporated by reference, constitute the entire agreement between Provider and the member concerning the Membership purchased and supersedes any prior or contemporaneous agreements, understandings, or proposals.
5. 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 and 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 of default.
6. Any sums due from the Member to Provider here under remaining unpaid for more than 5 days beyond the date such sums were due shall be subject to interest at the lesser of 1.5% per month or the maximum amount of interest permitted by law.
7. In the event that any form of payment provided by the member is rejected and Provider incurs any fees as a result of such rejection the Member shall be responsible to reimburse Provider promptly for all such fees.
8. No joint venture, partnership, employment, or agency relationship exists between the member, Provider, or any Third-Party as a result of this Agreement or use of Provider’s services.
9. Under no circumstances shall the Member or Provider be liable to the other party for any consequential, incidental, indirect, or special damages (whether in contract, strict liability, or in tort).

EACH PARTY HAS ACCEPTED THIS AGREEMENT IN IT’S ENTIRETY ON THE DATE THE FIRST MONTHLY MEMBERSHIP FEE HAS BEEN RECEIVED.