EX JETS MEMBERSHIP AGREEMENT
Signature Series Membership
The terms and conditions set forth below constitute the agreement (this “Agreement”) between you (“Member”) and EX JETS LLC (“EX JETS”) for participation in the Membership (as defined below). Please read this Agreement carefully. By signing, you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety.
1. Signature Series Membership.
(a) The Membership. Ex Jets (the “The Membership”) is a private membership-based club. In exchange for the membership fee(s) referenced herein, the Club provides access to numerous services and benefits (collectively, the “Services”) that include, but are not limited to, sourcing and arranging private air travel, access to exclusive flight deals, discounted private aviation opportunities, unique member benefits and dedicated concierge services.
(b) Term; Initiation Fee and Annual Dues. Member hereby agrees to pay an initial one-time fee (the “Initiation Fee”) in the amount of $15,500. The Initiation Fee shall be paid by using a credit card or authorized wire transfer as more fully described below. The Membership term is for an initial period of twelve (12) months, or for promotional offers, the term set forth therein (the “Term”), commencing on the day (the “Effective Date”) Member agrees to the terms set forth herein, pays the Initiation Fee in full and provides a valid and authorized credit card to be kept on file. For so long as Member elects to participate in the Club, Member agrees to pay an annual fee (the “Annual Dues”) on each yearly anniversary of the Effective Date, provided that there shall be no Annual Dues for Member’s initial year of membership in the Club. The Annual Dues shall be set at $7,500 for the second year of Member’s participation in the Club and are subject to adjustment thereafter. Neither the Initiation Fee nor Annual Dues paid by Member shall be refundable. The Term, and therefore Member’s participation in the Club, shall be automatically renewed and extended for successive one-year periods unless Member gives written notice to Ex Jets of its intention to terminate Member’s participation in the Club not later than thirty (30) days prior to expiration of the membership year then in effect. Member hereby authorizes Ex Jets to charge the credit card on file for the Annual Dues on the first day of each renewal period.
2. Flight Activity.
(a) Agency Appointment. Member hereby appoints Ex Jets as its authorized agent, in its sole capacity as Member’s agent (which may include appointing a sub-agent) to (a) arrange at the request of Member the provision of services under the Club, including, without limitation, to arrange on demand air transportation services with an Operator on behalf of Member and Member’s guests, , (b) execute any and all documents in connection therewith, including, without limitation, to execute on demand air transportation contracts on behalf of Member, and (c) take all actions necessary to coordinate such services on behalf of Member.
(b) Flights. Member shall have access, on a non-guaranteed, as available basis, to fly on aircraft available through the Ex Jets network of operators. Rates and fees with respect to a flight will be provided at the time of flight request. Prior to taking any flight, Member will be required to agree to the terms and conditions set forth in the Ex Jets Standard Terms and Conditionst. Member may make booking requests by contacting an Ex Jets representative by phone or email. Member shall not be entitled to book any flights if Member has an unpaid balance in its membership account.
(c) Lead Passenger. Either Member or Member’s (i) spouse or (ii) significant other that resides at the same address as Member, must be designated as the “Lead Passenger” for any flight flown under Member’s account. .
(d) Disclosures. Ex Jets does not operate aircraft; FAA licensed and DOT registered air carriers brokered through the Ex Jets membership exercise full operational control of all flights offered by or arranged through Ex Jets. For on-demand flights, Ex Jets acts solely as an agent for Ex Jets members and guests in arranging these flights on their behalf.
3. Member Benefits.
(a) Member Benefits. Ex Jets shall provide ground transport to departure airport and from arrival airport (as available) for member requested flights, in-flight catering shall be provided for member requested flights (as available), access to ARG/US Platinum and/or Wyvern Wingman Safety Rated aircraft (as available) at the time of booking, aircraft equipped with Wi-FI or texting capabilities (as available) at time of booking and a 36-hour call out for trips requested and booked by the member (as available). All trips requested on/for/during major holidays and peak periods as defined in the Ex Jets Standard Terms and Conditions shall be requested seven (7) days prior to the scheduled departure date. Ex Jets shall not be held liable or in breach of agreement for the lack of furnishing of any of the services listed above. Ex Jets reserves the right to also utilize ARG/US Gold Safety Rated aircraft (i) if ARG/US Platinum Safety Rated aircraft are not available at time of booking or (ii) if member approves and accepts the ARG/US Gold Safety Rated and/or Wyvern Wingman Safety Rated aircraft at time of booking. From time to time, Ex Jets may provide or offer certain benefits and other amenities to Members, some of which are the direct result of strategic partnerships that Ex Jets has created on behalf of its members. These offers may have limited availability and may be subject to additional terms and conditions. Ex Jets is not responsible for any availability issues a Member may have regarding these partnerships, offers, benefits or other amenities. Ex Jets 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 Ex Jets.
4. Invoicing and Payments.
(a) Member must, at all times, have a valid credit card on file with Ex Jets which will be (i) pre-authorized for up- front payment for all flights arranged by Ex Jets, (ii) used for payment of the Annual Dues upon renewal, and (iii) used for payment of all future services and incidentals, including event tickets. Payments for flight activity, from charter services, or otherwise, shall be made up-front at the time of booking a flight. Failure to make payment for services provided may result in the revocation or suspension of membership and membership privileges at the sole discretion of Ex Jets with no further obligation to Member.
5. Termination. Member may terminate its participation in the Club, at any time, with or without cause, and without penalty (except as otherwise provided herein) by the delivery of written notice to Ex Jets. Ex Jets reserves the right to terminate Member’s participation in the Club at any time for an act or actions that are materially harmful to the Club, as determined by Ex Jets 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 Initiation Fee or any Annual Dues upon termination as set forth herein. Additionally, Member shall remain liable to Ex Jets for any amounts due and owing at the termination of Member’s participation in the Club pursuant to this Agreement.
6. Insurance. Ex Jets shall require every Operator providing flights for members to maintain at least $100 million 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. Members and its passengers shall be added as additional insureds under Operator’s insurance coverage for their respective rights and interests in respect of liability arising out of flights taken on aircraft owned and/or operated by Operator.
7. Liability. Ex Jets shall not have nor assume any responsibility or liability to Member for activities performed by any Operator; (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) Ex Jets 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) Ex Jets 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) Ex Jets 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 Ex Jets for any amount in excess of actual Annual Dues, if any, shall be strictly limited to an amount equivalent to such Annual Dues actually paid by Member.
8. No Warranties. EX JETS 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; EX JETS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. MEMBER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF THEIR USE OF THE SERVICES, AND ANY THIRD PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH THEM TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. Electronic Signatures. Member and Ex Jets 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.
10. Privacy of Member Data. Ex Jets take all appropriate measures to maintain data regarding its members and their guests as confidential. All flights flown hereunder will be flown pursuant to FAR Part 135, which requires disclosure of the name of all persons on a flight to the Operator performing the flight. Additionally, Ex Jets may be required to furnish Member and Member guests' data, such as name and date of birth, or passport information, to comply with national and international security requirements or governing bodies. It may also be necessary for us to provide names of persons on a flight to third parties providing services related to a flight such as ground transportation, catering services or other services requested by Members. By requesting to book flights or other services, Member consents to Ex Jets’ necessary use of Member’s data and the transfer of such data to the relevant Operator or other third-party as may be necessary to fulfill Member’s request for services. Ex Jets does not sell Member data to any third party.
11. Reselling Services. Members shall not resell any membership services, offers or benefits provided by Ex Jets or those of its partners. While Member may invite guests to join them on flights Member arranges and pays for, Member cannot lend their account to someone else to book flights or access the Service. Members may not act as an agent, use Ex Jets’ 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 Ex Jets and approval by Ex Jets, not to be unreasonably withheld. No other transfers by Member shall be permitted without the prior written consent of Ex Jets.
12. Cooperative Member Participation. Members acknowledge that the success of the Club 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 by repeatedly placing and canceling 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 Ex Jets believes would impact Ex Jets’ ability to deliver the Service may result in suspension or termination of Membership.
13. Terms Subject to Change. All terms and conditions contained herein are subject to change upon 30 days’ notice from Ex Jets to Member, except for Member’s second year Annual Dues which shall be set at the amount listed in Section 1(b) as of the date Member joins the Club. Changes to the terms and conditions and any additional services will be sent directly to members via email or first class mail.
14. Member Representations. Member expressly represents and warrants that (i) it shall only use the Services provided in connection with the Club 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. Members may only access the Services using authorized means.
15. Intellectual Property. Ex Jets alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services 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 Ex Jets. The Ex Jets name, logo(s), and the names associated with the Services are trademarks of Ex Jets or third parties, and no right or license is granted to use them.
16. Governing Law and Dispute Resolution. This Agreement and the provision of services by Ex Jets hereunder shall be governed by and construed in accordance with the laws of the State of Massachusetts, without giving effect to conflict of law principles. Any dispute arising under these terms and conditions or the services provided by Ex Jets 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 Boston, Massachusetts. No class arbitration shall be permissible. In the event Member fails to pay any sums due to Ex Jets hereunder at the time such sums are due to be paid, Ex Jets 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.
17. Further Assurances. Member hereby agrees to take such further actions as may be reasonably requested by Ex Jets in connection with the services to be provided hereunder for the performance of its obligations hereunder on behalf of Member.
18. Other Terms and Conditions. The Services are subject to Ex Jets Standard 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. Ex Jets may amend or modify its Terms and Conditions at any time. Amendments will be effective upon Ex Jets sending such amended or modified Terms and Conditions by email or by first class mail. 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.
19. Miscellaneous. 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.
20. Notices. Ex Jets may give notice by means of electronic mail to Member’s email address on record in Ex Jets’ account information, by written communication sent by first class mail or pre-paid post to Member’s address on record in Ex Jets’ account information. Member is responsible for keeping his or her 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 (ii) 12 hours after sending electronically if sent by email. Member may give notice to Ex Jets (such notice shall be deemed given when received by Ex Jets) at any time by any of the following: letter sent by confirmed email to Ex Jets at the following email address email@example.com; or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to Ex Jets at the following address: Ex Jets, LLC, 177 Huntington Ave, Suite 1700-3034, Boston, MA 02115 addressed to the attention of: Legal.