EFTA01117076.pdf

RISE AVIATION STANDARD TERMS & CONDITIONS CHARTER BROKER AGREEMENT ENGAGEMENT: trip. Client acknowledges that any change in Client (referred to herein as "Client" or "you") hereby date, time, itinerary, number of passengers or engages Rise Aviation, LLC (12801 Moorpark Street, type of aircraft may be deemed a cancellation Suite 107, Studio City, CA 91604), a California Limited and be subject to a cancellation charge. Client Liability Company ("Rise Aviation"), to act as its acknowledges that a "no show" will be broker to arrange for the charter services described on considered a cancellation and the client will be the Charter Itinerary, to which these Standard Terms & charged 100% of the cost of the trip. Other types Conditions are annexed, on behalf of Client from third of cancellation charges may include, but are not party certified air carriers operating under Part 135 of limited to: costs incurred as a result of partial the Federal Aviation Administration ("FAA") completion of itinerary, including but not limited Regulations (Section 14, Code of Federal Regulations). to return of aircraft to its base plus the greater of: (i) costs incurred for specifically positioning 1) RESERVATIONS & CANCELLATIONS: and repositioning an aircraft and flight crew in preparation for the cancelled trip, (ii) flight a) All requests for services are subject to charges equivalent to two hours of operation for acceptance by Rise Aviation. Rise Aviation each day of the cancelled itinerary, or (iii) any hereby expressly reserves the right to accept fees incurred by Rise Aviation as a result of the or reject any reservation requests for any reason, client's cancellation. Rise Aviation reserves the or for no reason, whatsoever. Your Charter right to change the terms of its cancellation Itinerary will be delivered by email or fax policy at any time. Any cancellation of any from Rise Aviation providing a confirmation confirmed Charter Itinerary or portion thereof number and the estimated price quote, and may be subject to the terms and conditions of specifying the date(s) and departure time of the specific air carrier selected. Rise Aviation travel, flight segments arranged on your behalf, assumes no responsibility for the disposition or aircraft type and other requests specified by you cancellation of any reservation, either by Client when booking your flight. You will be or air carrier. ALL ONE WAY CHARTER requested to sign and return a copy of the Charter RESERVATIONS ARE NON-CANCELABLE Itinerary signifying confirmation of its contents AND NON-REFUNDABLE AND ARE and consent to these Standard Terms & SUBJECT TO A 100% CANCELLATION FEE Conditions. AT TIME OF BOOKING. b) Client understands and acknowledges that the c) Client will not be charged for flights cancelled cancellation of any Reservation or portion more than two (2) calendar days prior to thereof within two (2) calendar days of the departure of a domestic trip and more than three scheduled departure time of the scheduled (3) calendar days prior to the departure of an domestic trip and within three (3) calendar days international trip, except for those expenses or of the scheduled departure time of the scheduled cancellation fees specifically incurred by Rise international trip, will result in a cancellation Aviation in preparation for such flights, or charge of up to 100% of the quoted price for the except for those instances when an advance trip. Confirmed departures within seven (7) days deposit is required and Client has been of Peak Travel Days, as defined in Paragraph informed of the cancellation fee. 2(d), below, are non-refundable, and the cancellation of any confirmed reservation within d) Peak Travel Days include the following: New seven (7) days of departure either prior to or after Year's Day, President's Day, Easter Sunday, the Peak Travel Days will result in a cancellation Passover, Memorial Day, Fourth of July, Labo charge of up to 100% of the quoted price for the 1 EFTA01117076  RISE AVIATION Day, Thanksgiving, Christmas, Super Bowl. The term "Peak Travel Days" includes the day noted, as in your agreement with your credit card issuer. well as the four days prior and two days after. However, your credit card will only be charged if you authorize payment with your card. Client will 2) PRICE QUOTES: The cost estimate provided to pay Rise Aviation (a) the rate of the lower of (i) Client for each specific Charter Itinerary, is subject one percent per month, or (ii) the highest to the following: percentage permitted by law on any charges outstanding more than 30 days after receipt of a) Domestic and international flights may be invoice, plus (b) the reasonable costs (including subject to the federal excise tax and federal attorneys' fees) for the collection of any past due departure tax, respectively. Rise Aviation will fees, expenses and charges thereunder. In addition, add the applicable tax, using the current rate, to Rise Aviation shall have the right to charge customers' each charter invoice, and Client will pay such credit card for extra charges, such as changes in amounts. itinerary, catering, car service, taxes and additional fees. b) Client understands that the cost estimate provided by Rise Aviation will Qinclude 5) ACKNOWLEDGMENT OF OPERATIONS: estimates for certain cost items. Client will Client acknowledges that Rise Aviation is acting pay the actual amount of applicable taxes, solely as a broker and is not an air carrier. Client flight fees, fuel surcharges, over-flight permits, acknowledges that Rise Aviation does not operate landing charges, catering costs, ground the flights or provide the other services that Client transportation, flight phone, customs fees, crew authorizes Rise Aviation to book on Client's trip expenses, and similar out-of-pocket behalf. expenses relating to the services provided Client further acknowledges that the air charter should these amounts differ from the original suppliers have sole responsibility, liability and cost estimate. control of all aspects of the aircraft charter services provided to Client, including without limitation, c) If a deviation from the original itinerary is aircraft availability and pricing, the commencement requested by Client and agreed to by Rise and termination of scheduled flights, the operation, Aviation, or if any such deviation is caused or regulation, condition and safety of the flights, necessitated by Client's actions, then the passengers, baggage and cargo and other people and amount owed by Client to Rise Aviation may events associated with Client's air travel, such as differ from the original cost estimate. Client crew performance and catering services. hereby agrees to pay any and all charges associated with such deviations from the 5) SAFETY OF OPERATION: Without limitation, original cost estimate and/or Charter Itinerary. you acknowledge and agree that the air charter suppliers and/or their pilots, crewmembers, 3) PAYMENT TERMS: You agree to pay all costs, employees and/or agents will be solely responsible fees and expenses as set forth on the cost estimate for all decisions regarding safety determinations with and/or Charter Itinerary, as well as all additional respect to the commencement, operation and costs and expenses associated with your flight termination of flights. Client further acknowledges (including, but not limited to, taxes, surcharges and that Rise Aviation bears no responsibility for fees set forth in Paragraph 3, above, and damages as decisions regarding such safety determinations, and set forth in Paragraph 8(g), below). Any trip booked Client agrees to hold Rise Aviation harmless from at the time of booking by wire, credit card, or check any and all consequences resulting from decisions with a credit card hold will be required to be regarding such safety determinations. prepaid. Rise Aviation may require either payment in advance or an acceptable credit card guarantee. 6) FORCE MAJEURE: Rise Aviation will not be By providing your credit card information, you deemed to be in breach of its obligations hereunder authorize Rise Aviation to obtain payment from or have any liability or responsibility for any the issuer of the credit card you delay, cancellation or damage arising in whole or presented. If you do not make payment by another in part from any weather conditions, act of God, act means, you agree to perform the obligations set forth of nature, acts of civil or military authority, civil 2 commotion, war or warlike operations or imminence thereof, strike or labor dispute, blockade, embargo, EFTA01117077  RISE AVIATION government regulation, law, rule or authority, acts or omissions of government authorities including all e) If the Client's journey involves an ultimate civil aviation authorities, requisition of aircraft by destination or stop in a country other than the public authorities, breakdown or accident to the country of departure, the Warsaw Convention aircraft, mechanical failure, lack of essential supplies may be applicable and the Convention governs or parts or if the safety of passengers and/or property and in most cases limits the liability of the is deemed by the aircraft commander or the carrier's Carrier for death or personal injury and for loss operational supervisors to be in jeopardy, or for any of or damage to baggage. cause beyond the direct control of Rise Aviation. f) You shall indemnify and hold harmless Rise 7) DAMAGES: Aviation, together with, but not limited to, its affiliates, subsidiaries, parent corporations, a) Neither the air charter suppliers nor Rise successors or assigns, and any present or former Aviation shall have liability or responsibility officers, directors, shareholders, employees, for delay, cancellation or failure to furnish any agents, legal representatives or attorneys (the service to be provided to you when caused by "indemnified parties") from and against any and mechanical difficulty, weather conditions, acts all liabilities, losses, damages, penalties, costs of God, acts of nature, acts of civil or military and expenses on account of any claim, suit, authority, civil commotion, war or warlike action, demand, proceeding or anything of a operations or imminence thereof, strikes or similar nature made or brought against any of the labor disputes, blockade, embargo, government indemnified parties as a result of the services regulation, law, rule or authority, acts or performed hereunder on your behalf. omissions of government authorities including all civil aviation authorities, requisition of g) IN NO EVENT WILL RISE AVIATION BE aircraft by public authorities, breakdown or LIABLE FOR ANY TYPE OF INDIRECT, accident to the aircraft, mechanical failure, lack INCIDENTAL OR CONSEQUENTIAL of essential supplies or parts, or if the safety DAMAGES, WHETHER ARISING IN of passengers and/or property is deemed by the CONTRACT OR IN TORT. CLIENT WILL aircraft commander or the carrier's operational INDEMNIFY AND HOLD RISE AVIATION supervisors to be in jeopardy, or for any causes HARMLESS AGAINST ANY LOSS, beyond their reasonable respective control; DAMAGE OR EXPENSE INCURRED BY RISE AVIATION BY REASON OF ANY b) You assume all liability and responsibility for ACTION OR OMISSION OF CLIENT, ITS your safety, schedule, baggage, cargo, business EMPLOYEES, AGENTS, PASSENGERS AND and personal activities and financial GUESTS. FURTHERMORE, CLIENT ramifications associated with your air AGREES TO PAY FOR ANY DAMAGE TO reservations and travel arranged by Rise THE CHARTER AIRCRAFT CAUSED BY Aviation and performed by the air charter CLIENT, OR ANY EMPLOYEE, AGENT, suppliers; PASSENGER OR GUEST OF CLIENT, NORMAL WEAR AND TEAR EXCLUDED. c) You, your agents, guests or passengers or any employees, if applicable, shall not engage in any 8) REGULATIONS: This Agreement is subject to all act or possess any substance or allow cargo to applicable rules, regulations, approvals and contain any substance which may result in the certifications in effect from time to time including, seizure or forfeiture, or unsafe operation of the but not limited to, those promulgated by the FAA aircraft used in the charter contracted for you by which now or hereafter may be imposed or required. Rise Aviation; 9) TERMINATION: In the event of the termination of d) Rise Aviation makes no representations or this Agreement due to default by Client, Rise Aviation warranties of any kind, either express or may cease to provide all remaining services under implied, as to any matter limited to, implied this Agreement and shall have all right to bring an warranties of fitness for a particular purpose, action or claim against Client for all sums which may merchantability or otherwise. be due and 3 EFTA01117078  ij3 / 4 101 RISE AVIATION owing hereunder and to pursue all other remedies execute this Agreement, and acknowledge that they have available to it at law or in equity (including, without not executed this instrument in reliance on any such limitation, attorneys fees, costs, and expenses). Rise promise, representation or warranty not contained herein, Aviation reserves the right, in its sole discretion, to and further acknowledge that there are no other suspend Charter Services hereunder during any period agreements or understandings between the Parties provided for curing the default by Client. relating to this Agreement that are not contained herein. Notwithstanding the foregoing, Client shall remain liable and responsible for all payment obligations under 15) ATTORNEY'S FEES. The Client understands and this Agreement. agrees that any breach of this Agreement, or any action, cause, claim, damage, demand or liability arising from 10) EXCLUSIONS OR OMISSIONS: Rise Aviation his or her breach of this Agreement, could make him or will be indemnified and held harmless by Client for her liable in a complaint, cross-complaint or any misrepresentations presented by the carriers, on counterclaim for all resulting damages, including Rise Aviation's website or otherwise. Any attorneys' fees and legal expenses. exclusions or omissions either express or implied are not the responsibility of Rise Aviation. 16) COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which 11) REGULATIONS: This Agreement is subject to all shall be deemed to be duplicate originals, and one and applicable rules, regulations, approvals and certifications the same Agreement. Facsimile signatures shall be in effect from time to time including, but not limited to, considered original, legal and binding signatures. those promulgated by the FAA, which now or hereafter may be imposed or required. 17) WAIVER. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not 12) CHOICE OF LAW: This Agreement shall be operate or be construed as a continuing waiver. construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of 18) INDEMNIFICATION. Client agrees to indemnify, California, both procedural and substantive, without hold harmless and defend Rise Aviation, together with, regard to the principles of conflicts of laws. but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or 13) UNENFORCABILITY OF PROVISIONS: The former officers, directors, shareholders, employees, illegality or non-validity of any paragraph, clause or agents, legal representatives or attorneys (the provision contained or referred to in this Agreement shall "indemnified parties") from and against any and all not affect or invalidate any other paragraph or provision actions, causes, claims, damages, losses, penalties, hereof. If any provision of this Agreement, or any demands, obligations or liabilities, expenses or portion thereof, is held to be invalid and unenforceable, disbursements (including, without limitation, reasonable then the remainder of this Agreement shall nevertheless costs and attorney's fees), asserted by any third party, remain in full force and effect. arising out of or relating to this Agreement. 14) ENTIRE AGREEMENT. This Agreement 19) ARBITRATION: constitutes the entire agreement and understanding of the Parties and no amendment, modification or waiver of any a) American Arbitration Association - Any dispute provision herein shall be effective unless in writing and arising out of, in connection with, or in relation executed by Rise Aviation and Client. Any and all prior to this agreement or the making or validity agreements, understandings and representations are thereof or its interpretation or any breach thereof hereby terminated and cancelled in their entirety and are shall be determined and settled by arbitration in of no further force and effect. Any terms and conditions Los Angeles, CA by a sole arbitrator having contained within the Charter Itinerary are incorporated substantial experience in matters of this nature by reference herein. The Parties acknowledge that no pursuant to the commercial arbitration rules and other party, or any agent or attorney of any other party, regulations then obtaining of the American has made any promise, representation or warranty Arbitration Association and any award rendered whatsoever, express or implied, not contained herein therein shall be final and conclusive upon the concerning the subject matter hereof, to induce them to 4 EFTA01117079  RISE AVIATION parties, and a judgment thereon may be entered hereafter have as to the venue of any such action in the highest court of the forum, state or federal, or proceeding. Each party hereto hereby consents having jurisdiction. The service of any notice, to the service of process in the Arbitration by process, motion or other document in connection mailing copies thereof by certified mail, postage with an arbitration award under this agreement or prepaid, such service to become effective three for the enforcement of an arbitration award (3) business days after such mailing. Nothing hereunder may be effectuated by either personal herein shall affect either party's right to service service or by certified or registered mail to the of process in any other manner prescribed by respective addresses provided herein. law. b) Submission to Jurisdiction - By execution and delivery of this Agreement, the parties each respectively accept, for itself and its property, generally and unconditionally, the jurisdiction of the American Arbitration Association, and agree to be bound by any judgment rendered thereby and in connection with this Agreement, and waive any objection either party may now or By signing this agreement, the Client hereby agrees to all terms and conditions contained within this Charter Broker Agreement for purposes of each and every flight chartered and/or arranged for Client by Rise Aviation until Client is notified by Rise Aviation of a change in terms. I hereby agree and accept these terms and conditions: CLIENT: RISE AVIATION, LLC Authorized Signatory Signature Print Name Date Title Date 5 EFTA01117080