PLEASE READ THIS TERMS OF USE AGREEMENT (THE “TERMS OF SERVICE”) CAREFULLY. THIS WEBSITE AND ANY OTHER WEBSITES (COLLECTIVELY, THE “WEBSITE”) OF FLLITE, INC. (“FLLITE”) AND THE INFORMATION ON IT ARE CONTROLLED BY FLLITE. THESE TERMS OF USE GOVERN THE USE OF THE WEBSITE AND APPLY TO ALL INTERNET USERS VISITING THE WEBSITE. BY ACCESSING OR USING THE WEBSITE IN ANY WAY, INCLUDING USING THE BROKERAGE SERVICES AND RESOURCES AVAILABLE OR ENABLED VIA THE WEBSITE (EACH A “SERVICE” AND COLLECTIVELY, THE “SERVICES”), CLICKING ON THE “I ACCEPT” BUTTON, CREATING AN ACCOUNT, COMPLETING THE REGISTRATION PROCESS, AND/OR BROWSING THE WEBSITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THE TERMS OF USE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH FLLITE, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF USE PERSONALLY OR ON BEHALF OF THE ENTITY YOU HAVE NAMED AS THE USER, AND TO BIND THAT ENTITY TO THE TERMS OF USE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF USE, YOU MAY NOT ACCESS OR USE THIS WEBSITE OR THE SERVICES.

PLEASE BE AWARE THAT SECTION 13 (DISPUTE RESOLUTION) OF THIS AGREEMENT, BELOW,

CONTAINS PROVISIONS GOVERNING HOW DISPUTES THAT YOU AND WE HAVE AGAINST EACH OTHER ARE RESOLVED, INCLUDING, WITHOUT LIMITATION, ANY DISPUTES THAT AROSE OR WERE ASSERTED PRIOR TO THE EFFECTIVE DATE OF THIS AGREEMENT. IN PARTICULAR, IT CONTAINS AN ARBITRATION AGREEMENT WHICH WILL, WITH LIMITED EXCEPTIONS, REQUIRE DISPUTES BETWEEN US TO BE SUBMITTED TO BINDING AND FINAL ARBITRATION. UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

ANY DISPUTE, CLAIM OR REQUEST FOR RELIEF RELATING IN ANY WAY TO YOUR USE OF THE SITE WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANY OTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS IS EXPRESSLY EXCLUDED FROM THIS AGREEMENT.

Your use of, and participation in, certain Services and/or reservation of privately chartered flights, may be subject to additional terms (“Supplemental Terms”) and such Supplemental Terms will either be listed in the Terms of Use or will be presented to you for your acceptance when you sign up to use the supplemental Service, or reserve/book your flight. If the Terms of Use are inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such Service. The Terms of Use and any applicable Supplemental Terms are referred to herein as the “Agreement.”

PLEASE NOTE THAT THE AGREEMENT IS SUBJECT TO CHANGE BY FLLITE IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Fllite will make a new copy of the Terms of Use Agreement available at the Website and any new Supplemental Terms will be made available from within, or through, the affected Service on the Website. Fllite may require you to provide consent to the updated Agreement in a specified manner before further use of the Website and/ or the Services is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Website and/or the Services. Otherwise, your continued use of the Website and/or Services constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

1. FLLITE’S SERVICES.

Fllite is an air charter broker that assists users in finding and booking private chartered flights with properly licensed direct air carriers (each, a “Carrier”) that operate in accordance with United States Federal Aviation Regulation (“FARs”) Part 135. Users may use our Services to book private chartered flights alone, or with other individuals interested in sharing the costs of such flights.

1.1 Fllite’s Role. Fllite is an air charter broker, and is only responsible for arranging passenger air transportation with Carriers. Fllite acts as a bona fide agent on behalf of individuals seeking single entity charters with Carriers. Fllite IS NOT a Carrier, and as such, does not exercise operational control of or over any aircraft. All matters concerning the flights and services desired from a Carrier, including but not limited to cancellation policies, are solely between you and the Carrier. Fllite makes no warranties or representations whatsoever with regard to any services provided by Carriers. You will not consider Fllite, nor will Fllite be construed as, a party to such transactions, whether or not Fllite may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, you or any other person involved or related to the transaction.

1.2 Booking Flights.

1.3 Cancellations. All flights are subject to the applicable Carrier’s Supplemental Terms, including their cancellation policies. Fllite encourages you to read the Carrier’s Supplemental Terms to ensure that you understand your rights. All cancellations and cancellation requests are subject to the applicable Carrier’s Supplemental Terms. In the event you wish to cancel your booking/reservation, Fllite will use commercially reasonable efforts to coordinate a cancellation with the applicable Carrier.

1.4 Refunds. All refunds are subject to the applicable Carrier’s Supplemental Terms. In the event you are entitled to a refund (e.g. your flight was cancelled after payment was made), Fllite will issue a prompt refund of the amounts paid by you with respect to such flight (excluding any payment and/or credit card processing fees).

2. USE OF THE SERVICES AND FLLITE PROPERTIES.

The Website, the Services, and the information and content available on the Website and the Services (as these terms are defined herein) (each, a “Fllite Property” and collectively, the “Fllite Properties”) are protected by copyright laws throughout the world. Unless otherwise specified by Fllite in a separate license, your right to use any and all Fllite Properties is subject to the Agreement.

2.1 Updates. You understand that Fllite Properties are evolving. As a result, Fllite may require you to accept updates to Fllite Properties that you have installed on your computer or mobile device. You acknowledge and agree that Fllite may update Fllite Properties with or without notifying you.

2.2 Certain Restrictions. The rights granted to you in the Agreement are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, reproduce, distribute, host or otherwise commercially exploit Fllite Properties or any portion of Fllite Properties, including the Website; (b) you shall not frame or utilize framing techniques to enclose any trademark, logo, or other Fllite Properties (including images, text, page layout or form) of Fllite; (c) you shall not use any metatags or other “hidden text” using Fllite’s name or trademarks; (d) you shall not modify, translate, adapt, merge, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of Fllite Properties except to the extent the foregoing restrictions are expressly prohibited by applicable law; (e) you shall not use any manual or automated software, devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Website (except that we grant the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials); (f) except as expressly stated herein, no part of Fllite Properties may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means; and (h) you shall not remove or destroy any copyright notices or other proprietary markings contained on or in Fllite Properties. Any future release, update or other addition to Fllite Properties shall be subject to the Agreement. Fllite, its suppliers and service providers reserve all rights not granted in the Agreement. Any unauthorized use of any Fllite Property terminates the licenses granted by Fllite pursuant to the Agreement.

3. REGISTRATION.

3.1 Registering Your Account. In order to access certain features of Fllite Properties you may be required to become a Registered User. For purposes of the Agreement, a “Registered User” is a user who has registered an account on the Website (“Account”).

3.2 Registration Data. In registering an account on the Website, you agree to (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. You represent that you are (i) of legal age to form a binding contract; and (ii) not a person barred from using Fllite Properties under the laws of the United States, your place of residence or any other applicable jurisdiction. You are responsible for all activities that occur under your Account. You may not share your Account or password with anyone, and you agree to (y) notify Fllite immediately of any unauthorized use of your password or any other breach of security; and (z) exit from your Account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Fllite has reasonable grounds to suspect that any information you provide is untrue, inaccurate, not current or incomplete, Fllite has the right to suspend or terminate your Account and refuse any and all current or future use of Fllite Properties (or any portion thereof). You agree not to create an Account using a false identity or information, or on behalf of someone other than yourself. You agree not to create an Account or use Fllite Properties if you have been previously removed by Fllite, or if you have been previously banned from any of Fllite Properties.

3.3 Your Account. Notwithstanding anything to the contrary herein, you acknowledge and agree that you shall have no ownership or other property interest in your Account, and you further acknowledge and agree that all rights in and to your Account are and shall forever be owned by and inure to the benefit of Fllite.

4. OWNERSHIP.

4.1 Fllite Properties. Except with respect to any information provided by you (“Your Content”), you agree that Fllite and its suppliers own all rights, title and interest in Fllite Properties.

4.2 License to Your Content. You grant Fllite a fully paid, royalty-free, perpetual, irrevocable, worldwide, royalty-free, non-exclusive and fully sublicensable right (including any moral rights) and license to use, license, distribute, reproduce, modify, adapt, publicly perform, and publicly display Your Content (in whole or in part) for the purposes of operating and providing Fllite Properties.

4.3 Feedback. You agree that submission of any ideas, suggestions, documents, and/or proposals to Fllite through its suggestion, feedback, wiki, forum, or similar pages (“Feedback”) is at your own risk and that Fllite has no obligations (including without limitation obligations of confidentiality) with respect to such Feedback. You represent and warrant that you have all rights necessary to submit the Feedback. You hereby grant to Fllite a fully paid, royalty-free, perpetual, irrevocable, worldwide, non- exclusive, and fully sublicensable right and license to use, reproduce, perform, display, distribute, adapt, modify, re-format, create derivative works of, and otherwise commercially or non-commercially exploit in any manner, any and all Feedback, and to sublicense the foregoing rights, in connection with the operation and maintenance of Fllite Properties and/or Fllite’s business.

5. INTERACTIONS WITH CARRIERS AND OTHER USERS.

You are solely responsible for your interactions with other Registered Users, Carriers and any other parties with whom you interact, including on any flights that you book via the Services; provided, however, that Fllite reserves the right, but has no obligation, to intercede in such disputes. You agree that Fllite will not be responsible for any liability incurred as the result of such interactions. Fllite does not approve, endorse or make any representations or warranties with respect to any Carrier. You understand that Fllite or Carrier may, in their sole discretion, refuse to transport or may remove from an aircraft at any point any passenger for one or several reasons, including but not limited to:

The transportation cost of any passenger refused passage or removed enroute under the provisions of this paragraph will be refunded in accordance with paragraph 1.4. Carrier and the captain of the aircraft are authorized to take all necessary measures to ensure safety. They shall have full authority and complete discretion as to whether there shall be any deviation from the specified route and where alternate and/or immediate landings shall be made. Such determinations shall be binding upon the User and all passengers. Fllite does not control operations of Carrier, which under applicable FARs are the sole responsibility of Carrier, and Fllite is not liable for the operation, action and undertakings of Carrier.

6. FEES AND PURCHASE TERMS.

6.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Fllite with a valid credit card (Visa, MasterCard, or any other issuer accepted by us) (“Payment Provider”), or purchase order information, as a condition to booking a flight. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement, not this Agreement, to determine your rights and liabilities. By providing Fllite with your credit card number and associated payment information, you agree that Fllite is authorized to immediately invoice your Account for all fees and charges due and payable to Fllite hereunder and that no additional notice or consent is required. You agree to immediately notify Fllite of any change in your billing address or the credit card used for payment hereunder. Fllite reserves the right at any time to change its prices and billing methods, either immediately upon posting on Fllite Properties or by e-mail delivery to you.

6.2 Fully Paid Bookings. Your receipt of an electronic or other form of order confirmation does not signify that any particular flight has been booked. Private chartered flights are not considered booked until the ENTIRE COST OF THE FLIGHT HAS BEEN PAID IN FULL . P AYMENT BY A SINGLE INDIVIDUAL OF THEIR INDIVIDUAL SHARE OF THE COST OF THE ENTIRE FLIGHT DOES NOT RESERVE / BOOK THE FLIGHT , AND SUCH FLIGHT MAY BE CANCELLED BY THE C ARRIER IF NOT PAID IN FULL . All refunds are subject to the applicable Carrier’s Supplemental Terms as provided in connection with your Itinerary.

7. INDEMNIFICATION.

You agree to indemnify and hold Fllite, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “Fllite Party” and collectively, the “Fllite Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of any and all of the following: (a) your interactions, claims or disputes with any Carriers, including any personal injuries (including death) or property damage related thereto; (b) your violation of the Agreement; (c) your violation of any rights of another party, including any Registered Users; or (d) your violation of any applicable laws, rules or regulations. Fllite reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Fllite in asserting any available defenses. This provision does not require you to indemnify any of the Fllite Parties for any unconscionable commercial practice by such party or for such party’s fraud, deception, false promise, misrepresentation or concealment, or suppression or omission of any material fact in connection with the Website or any Services provided hereunder. You agree that the provisions in this section will survive any termination of your Account, the Agreement and/or your access to Fllite Properties.

8. DISCLAIMER OF WARRANTIES AND CONDITIONS.

8.1 As Is. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOUR USE OF FLLITE PROPERTIES IS AT YOUR SOLE RISK, AND FLLITE PROPERTIES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS. FLLITE PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT ARISING FROM USE OF THE WEBSITE.

8.2 No Liability for Conduct of Carriers. YOU ACKNOWLEDGE AND AGREE THAT THE FLLITE PARTIES ACT SOLELY AS BROKERS AND ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD FLLITE PARTIES LIABLE, FOR THE CONDUCT OF CARRIERS, INCLUDING ANY DELAYS OR PERSONAL INJURIES (INCLUDING DEATH) OR PROPERTY DAMAGE OR PROPERTY LOSS, AND THAT THE RISK OF INJURY FROM SUCH CARRIERS RESTS ENTIRELY WITH YOU.

8.3 No Liability for Conduct of Other Users. YOU ARE SOLELY RESPONSIBLE FOR ALL OF YOUR COMMUNICATIONS AND INTERACTIONS WITH OTHER USERS OF FLLITE PROPERTIES. YOU UNDERSTAND THAT FLLITE DOES NOT MAKE ANY ATTEMPT TO VERIFY THE STATEMENTS OF USERS OF FLLITE PROPERTIES.

9. LIMITATION OF LIABILITY.

9.1 Disclaimer of Certain Damages. YOU UNDERSTAND AND AGREE THAT, TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT SHALL FLLITE PARTIES BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION, OR PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, IN EACH CASE WHETHER OR NOT FLLITE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENT OR ANY COMMUNICATIONS, INTERACTIONS OR MEETINGS WITH OTHER USERS OF FLLITE PROPERTIES, ON ANY THEORY OF LIABILITY, RESULTING FROM: (a) THE USE OR INABILITY TO USE FLLITE PROPERTIES; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED; OR MESSAGES RECEIVED FOR TRANSACTIONS ENTERED INTO THROUGH FLLITE PROPERTIES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON FLLITE PROPERTIES; OR (e) ANY OTHER MATTER RELATED TO FLLITE PROPERTIES, WHETHER BASED ON WARRANTY, COPYRIGHT, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY OF A FLLITE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FLLITE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FLLITE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.2 Cap on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, FLLITE PARTIES WILL NOT BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (a) THE TOTAL AMOUNT PAID TO FLLITE BY YOU WITH RESPECT TO FLIGHT, TRIP, QUOTE AND/OR ITINERARY UNDER WHICH LIBILITY AROSE; (b) $100; OR (c) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF A FLLITE PARTY FOR (i) DEATH OR PERSONAL INJURY CAUSED BY A FLLITE PARTY’S NEGLIGENCE; OR FOR (ii) ANY INJURY CAUSED BY A FLLITE PARTY’S FRAUD OR FRAUDULENT MISREPRESENTATION.

9.3 Exclusion of Damages. CERTAIN JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

9.4 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN FLLITE AND YOU.

10. MONITORING AND ENFORCEMENT.

Fllite reserves the right to: (a) take any action with respect to any of Your Content that we deem necessary or appropriate in our sole discretion, including if we believe that such Content violates this Agreement, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the Fllite Properties or the public, or could create liability for the Fllite; (b) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights, including their intellectual property rights or their right to privacy; (c) take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the Fllite Properties; and/or (d) terminate or suspend your access to all or part of the Fllite Properties for any or no reason, including without limitation, any violation of this Agreement.

If Fllite becomes aware of any possible violations by you of the Agreement, Fllite reserves the right to investigate such violations. If, as a result of the investigation, Fllite believes that criminal activity has occurred, Fllite reserves the right to refer the matter to, and to cooperate with, any and all applicable legal authorities. Fllite is entitled, except to the extent prohibited by applicable law, to disclose any information or materials on or in Fllite Properties, including Your Content, in Fllite’s possession in connection with your use of Fllite Properties, to (i) comply with applicable laws, legal process or governmental request; (ii) enforce the Agreement, (iii) respond to any claims that Your Content violates the rights of third parties, (iv) respond to your requests for customer service, or (v) protect the rights, property or personal safety of Fllite, its Registered Users or the public, and all enforcement or other government officials, as Fllite in its sole discretion believes to be necessary or appropriate.

11. TERM AND TERMINATION.

11.1 Term. The Agreement commences on the date when you accept them (as described in the preamble above) and remain in full force and effect while you use Fllite Properties, unless terminated earlier in accordance with the Agreement.

11.2 Prior Use. Notwithstanding the foregoing, you hereby acknowledge and agree that the Agreement commenced on the earlier to occur of (a) the date you first used Fllite Properties or (b) the date you accepted the Agreement, and will remain in full force and effect while you use any Fllite Properties, unless earlier terminated in accordance with the Agreement.

11.3 Termination of Services by Fllite. Flite may terminate this Agreement at any time and for any reason or for no reason, including if you have materially breached any provision of the Agreement, or if Fllite is required to do so by law (e.g., where the provision of the Website or the Services is, or becomes, unlawful), Fllite has the right to, immediately and without notice, suspend or terminate any Services provided to you. You agree that all terminations for cause shall be made in Fllite’s sole discretion and that Fllite shall not be liable to you or any third party for any termination of your Account.

11.4 Termination of Services by You. If you want to terminate the Services provided by Fllite, you may do so by (a) notifying Fllite at any time and (b) closing your Account for all of the Services that you use. Your notice should be sent, in writing, to Fllite’s address set forth below.

11.5 Effect of Termination. Upon termination of any Service, your right to use such Service will automatically terminate immediately. Fllite will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

11.6 No Subsequent Registration. If your registration(s) with, or ability to access, Fllite Properties, is discontinued by Fllite due to your violation of any portion of the Agreement or for conduct otherwise inappropriate for the community, then you agree that you shall not attempt to re-register with or access Fllite Properties through use of a different member name or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those Fllite Properties to which your access has been terminated. In the event that you violate the immediately preceding sentence, Fllite reserves the right, in its sole discretion, to immediately take any or all of the actions set forth herein without any notice or warning to you.

12. INTERNATIONAL USERS.

Fllite Properties can be accessed from countries around the world and may contain references to Services and Content that are not available in your country. These references do not imply that Fllite intends to announce such Services or Content in your country. Fllite Properties are controlled and offered by Fllite from its facilities in the United States of America. Fllite makes no representations that Fllite Properties are appropriate or available for use in other locations. Those who access or use Fllite Properties from other countries do so at their own volition and are responsible for compliance with local law.

13. DISPUTE RESOLUTION.

Please read the following arbitration agreement in this section (“Arbitration Agreement”) carefully. It requires U.S. users to arbitrate disputes with Fllite and limits the manner in which you can seek relief from us.

13.1 Applicability of Arbitration Agreement. You agree that any dispute, claim, or request for relief relating in any way to your access or use of the Website, any flights, trips or travel books via the Services, or any other aspect of your relationship with Fllite, will be resolved by binding arbitration, rather than in court, except that (a) you may assert claims or seek relief in small claims court if your claims qualify; and (b) you or Fllite may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

13.2 Arbitration Rules and Forum. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your dispute or claim or request for relief to our registered agentsupport@fllite.com. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims, counterclaims, or request for relief under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’s most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other disputes shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. If JAMS is not available to arbitrate, the parties will select an alternative arbitrary forum. If the arbitrator finds that you cannot afford to pay JAMS’s filing, administrative, hearing and/or other fees and cannot obtain a waiver from JAMS, Fllite will pay them for you. In addition, Fllite will reimburse all such JAMS’s filing, administrative, hearing and/or other fees for disputes, claims, or requests for relief totaling less than $10,000 unless the arbitrator determines the claims are frivolous.

You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the country where you live or at another mutually agreed location. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

13.3 Authority of Arbitrator. The arbitrator shall have exclusive authority to (a) determine the scope and enforceability of this Arbitration Agreement and (b) resolve any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement including, but not limited to, any assertion that all or any part of this Arbitration Agreement is void or voidable. The arbitration will decide the rights and liabilities, if any, of you and Fllite. The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the arbitrary forum’s rules, and the Agreement (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and us.

13.4 Waiver of Jury Trial. YOU AND FLLITE HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Fllite are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 13.1 (Application of Arbitration Agreement) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

13.5 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS, AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS, ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of Colorado. All other disputes, claims, or requests for relief shall be arbitrated.

13.6 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: support@fllite.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your Fllite username (if any), the email address you used to set up your Fllite account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

13.7 Severability. Except as provided in Section 13.5 (Waiver of Class or Other Non- Individualized Relief), if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

13.8 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Fllite.

13.9 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Fllite makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by writing Fllite at the following address:support@fllite.com.

14. REGULATIONS

This Agreement is subject to all governmental laws, rules and regulations governing the flights contemplated hereunder, including, without limitation the FARs, the Transportation Security Administration, United States Department of Transportation, and Internal Revenue Service which now or hereafter may be imposed or required.

15. GENERAL PROVISIONS.

15.1 Electronic Communications. The communications between you and Fllite may take place via electronic means, whether you visit Fllite Properties or send Fllite e-mails, or whether Fllite posts notices on Fllite Properties or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Fllite in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Fllite provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights, including but not limited to the Electronic Signatures in Global and National Commerce Act at 15 U.S.C. §7001 et seq. (“E-Sign”).

15.2 Release. You hereby release Fllite Parties and their successors from claims, demands, any and all losses, damages, rights, and actions of any kind, including personal injuries, death, and property damage, that is either directly or indirectly related to or arises from your interactions, relations, disputes, or claims with or between any Carrier or other Registered User. If you are a California resident, you hereby waive California Civil Code Section 1542, which states, “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.” The foregoing release does not apply to any claims, demands, or any losses, damages, rights and actions of any kind, including personal injuries, death or property damage for any unconscionable commercial practice by a Fllite Party or for such party’s fraud, deception, false, promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Website or any Services provided hereunder.

15.3 Assignment. The Agreement, and your rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by you without Fllite’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

15.4 Force Majeure. Fllite shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, epidemics, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

15.5 Limitation Period. YOU AND FLLITE AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS, FLLITE PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

15.6 Exclusive Venue. To the extent the parties are permitted under this Agreement to initiate litigation in a court, both you and Fllite agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the state or federal courts located in Denver County, Colorado.

15.7 Governing Law. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE STATE OF COLORADO, CONSISTENT WITH THE FEDERAL ARBITRATION ACT, WITHOUT GIVING EFFECT TO ANY PRINCIPLES THAT PROVIDE FOR THE APPLICATION OF THE LAW OF ANOTHER JURISDICTION. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT.

15.8 Choice of Language. It is the express wish of the parties that the Agreement and all related documents have been drawn up in English.

15.9 Notice. Where Fllite requires that you provide an e-mail address, you are responsible for providing Fllite with your most current e-mail address. In the event that the last e-mail address you provided to Fllite is not valid, or for any reason is not capable of delivering to you any notices required/ permitted by the Agreement, Fllite’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice. You may give notice to Fllite at the following address: support@fllite.com. Such notice shall be deemed given when received by Fllite by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

15.10 Waiver. Any waiver or failure to enforce any provision of the Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

15.11 Severability. If any portion of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner to reflect, as nearly as possible, the original intention of the parties, and the remaining portions shall remain in full force and effect.

15.12 Entire Agreement. The Agreement is the final, complete and exclusive agreement of the parties with respect to the subject matter hereof and supersedes and merges all prior discussions between the parties with respect to such subject matter.