Privileges and Procedures

This offer includes two (2) complimentary hours of light jet charter time to the destination of your choice. You may depart from any charter jet airport and fly to the destination you choose. All flights must consist of a round trip itinerary. Certain destinations and number of passengers may require an upgrade to a larger jet. Catering, including food and beverages, transportation to and from the airport, additional flight time, additional passengers (maximum 14), and travel during high seasons are not included in this offer, but are available for an added cost. To take advantage of this offer, simply follow the instructions below:

• Luxury Air provides two convenient methods of registration; you may begin by filling out the RSVP Registration card in this invitation and mailing it to: Luxury Air, 6405 El Camino Real, Carlsbad, CA, 92009-2802 OR you may visit us online at www.LuxuryAirRSVP.com. If by mail, please send the original document—no facsimiles or photocopies will be accepted. Your RSVP Registration card must be issued, dated and signed by an authorized sponsor to be valid, and requires the signature of the primary offer recipient.
• Once your RSVP Registration is received, you will receive a call from a Luxury Air representative requesting your destination, departure point and preferred travel dates. Once you have made your selection, you will be required to submit a deposit which will cover government imposed taxes and standard ancillary fees including, but not limited to, landing, re-positioning and overnight fees as well as any imposed fuel surcharges.
• You may request upgrades at any time during the reservation process by calling 800-376-7707, and a Luxury Air representative will work with you personally to create the travel package that you desire.
• We will begin processing your request immediately, and send you a confirmation letter as soon as your flight is booked.
• We will make every effort to schedule your trip according to your requests; however, reservations are subject to availability at the time of booking. If we are unable to confirm travel as requested, a Luxury Air representative will contact you to schedule alternate dates.

Special Notes and Considerations

• You will receive two hours of light jet charter time to the destination of your choice. All additional hours, landing, re-positioning, overnight fees and any imposed fuel surcharges will be quoted and pre-paid prior to your flight.
• This offer is extended to you and one guest only, and may not be used in conjunction with any other offer. Cost for upgrades, as well as your deposit, will be calculated at the time your flight is quoted. Entry level charter time on a light jet starts at $1995 an hour and is subject to change without notice. All flights must consist of a round trip itinerary.
• All funds received by Luxury Air will be held in the corporate trust account until your flight has been confirmed.
• Re-Positioning of Flights – Flights that do not return to the point of origin within 24 hours of departure are subject to re-positioning fees as the jet must return to its hub, unless special arrangements are made to keep the jet in your destination, which will require overnight fees for pilot and crew. Re-positioning is standard practice when chartering a private jet and the burden of cost remains with the passengers.
• Availability may be affected by special events, holidays or business conferences.
• While we make it our business to deliver the highest caliber service to our clients, some circumstances fall outside of our control. For that reason, Luxury Air cannot be held responsible for any verbal or written representation, by any person or company, which is not contained in this offer. If any act of God or other independent occurrence that may impact your reservation should occur, we will gladly offer alternate dates.
• This offer is non-transferable, has no cash value, and cannot be sold. It is for promotional use only, therefore unavailable to employees of the sponsoring company, as well as their friends and relatives.
• At least one passenger must be 21 years of age or older, and must sign the RSVP Registration.
• This brochure is an official Luxury Air offer. Please retain it as proof of ownership until you have redeemed it and traveled. This expires one year from the date of issue. All travel must be completed by that one year anniversary.

Charter Broker Agreement: Standard Terms & Conditions

1) APPOINTMENTS: Client (referred to herein as “Client” or “you”) hereby engages Luxury Air LLP a California Limited Liability Partnership (“Luxury Air”) to act as its broker to arrange for the charter services described on the Flight Itinerary, to which these Standard Terms & Conditions are annexed, on behalf of Client from 3^rd party certified air carriers operating under Part 135, Section 14 of the Federal Aviation Administration (“FAA”) Regulations.

2) PRICE QUOTES: The cost estimate provided to Client for each specific Flight Itinerary, is subject to the following:

a) Domestic and international flights are subject to the federal excise tax and federal departure tax, respectively. Luxury Air will add the applicable tax, using the current rate, to each charter invoice, and Client will pay such amounts.

b) Client understands that the cost estimate provided by Luxury Air will include estimates for certain cost items. Client will pay the actual amount of applicable taxes, flight fees, fuel surcharges, over-flight permits, landing charges, catering costs, ground transportation, flight phone, customs fees, crew trip expenses, and similar out-of-pocket expenses relating to the services provided should these amounts differ from the original cost estimate.

c) If a deviation from the original itinerary is requested by Client and agreed to by Luxury Air, or if any such deviation is caused or necessitated by Client’s actions, then the amount owed by Client to Luxury Air may differ from the original cost estimate. Client hereby agrees to pay any and all charges associated with such deviations from the original cost estimate and/or Flight Itinerary.

d) Quotes provided by Luxury Air are not guaranteed and Luxury Air reserves the right to increase or decrease prices quoted based on supplier availability at time of quote.  Circumstances beyond the control of Luxury Air may cause slight deviations in these quotes as well as the requested itinerary.

3) PAYMENT TERMS: You agree to pay all costs, fees and expenses as set forth on the cost estimate and/or Flight Itinerary, as well as all additional costs and expenses associated with your flight (including, but not limited to, taxes, surcharges and fees set forth in Paragraph 2, above, and damages as set forth in Paragraph 8(g), below). Luxury Air will require payment in advance prior to receiving your confirmation.

4) RESERVATIONS & CANCELLATIONS:

a) All requests for services are subject to availability and acceptance by Luxury Air. Luxury Air hereby expressly reserves the right to accept or reject any reservation requests for any reason, or for no reason, whatsoever. Your Flight Itinerary will be delivered by fax or e-mail from Luxury Air providing a confirmation number and the estimated price quote, and specifying the date(s) and departure time of travel, flight segments arranged on your behalf, aircraft type and other requests specified by you when booking your flight. You will be required to sign and return a copy of the Flight Itinerary signifying confirmation of its contents and consent to these Terms & Conditions.

b) Client understands and acknowledges that the cancellation of any Reservation or portion thereof within two (2) calendar days of the scheduled departure date of the scheduled domestic trip and within four (4) calendar days of the scheduled departure date of the scheduled international trip, will result in a cancellation charge of up to 50% of the quoted price for the trip. Confirmed departures within seven (7) days of Peak Travel Days, as defined in Paragraph 4(d), below, are non-refundable, and the cancellation of any confirmed reservation within seven (7) days of departure either prior to or after the Peak Travel Days will result in a cancellation charge of up to 50% of the quoted price for the trip. Client acknowledges that any change in date, time, itinerary, number of passengers or type of aircraft may be deemed a cancellation and be subject to a cancellation charge. Client acknowledges that a “no show” will be considered a cancellation and the client will be charged 100% of the cost of the trip. Other types of cancellation charges may include, but are not limited to: costs incurred as a result of partial completion of itinerary, including but not limited to return of aircraft to its base, plus the greater of: (i) costs incurred for specifically positioning and repositioning an aircraft and flight crew in preparation for the cancelled trip, (ii) flight charges equivalent to two hours of operation for each day of the cancelled itinerary, or (iii) any fees incurred by Luxury Air as a result of the client’s cancellation. Luxury Air reserves the right to change the terms of its cancellation policy at any time. Any cancellation of any confirmed Flight Itinerary or portion thereof may be subject to the terms and conditions of the specific air carrier selected. Luxury Air assumes no responsibility for the disposition or cancellation of any reservation, either by Client or air carrier.

c) Client will not be charged for flights cancelled more than two (2) calendar days prior to departure of a domestic trip and more than four (4) calendar days prior to the departure of an international trip, except for those expenses or cancellation fees specifically incurred by Luxury Air in preparation for such flights, or except for those instances when an advance deposit is required and Client has been informed of the cancellation fee.

d) Peak Travel Days include the following: New Year’s Day, Super Bowl, President’s Day, Easter Sunday, Spring Break, Passover, Memorial Day, Fourth of July, Labor Day, Thanksgiving and Christmas. The term “Peak Travel Days” includes the day noted, as well as the three days prior and three days following.

5) ACKNOWLEDGMENT OF RESPONSIBILITY: Client acknowledges that Luxury Air is acting solely as a broker and is not an air carrier. Client acknowledges that Luxury Air does not operate the flights or provide the other services that Client authorizes Luxury Air to book on Client’s behalf.  Client further acknowledges that the air charter suppliers have sole responsibility, liability and control of all aspects of the aircraft charter services provided to Client, including without limitation, aircraft availability and pricing, the commencement and termination of scheduled flights, the operation, regulation, condition and safety of the flights, passengers, baggage and cargo and other people and events associated with Client’s air travel, such as crew performance and catering services.

6) SAFETY OF OPERATION: Without limitation, you acknowledge and agree that the air charter suppliers and/or their pilots, crewmembers, employees and/or agents will be solely responsible for all decisions regarding safety determinations with respect to the commencement, operation and termination of flights. Client further acknowledges that Luxury Air bears no responsibility for decisions regarding such safety determinations, and Client agrees to hold Luxury Air harmless from any and all consequences resulting from decisions regarding such safety determinations.

7) FORCE MAJEURE: Luxury Air nor its Affiliates shall be liable for delays for performance, failures resulting from or caused by any acts beyond its control, including, but not limited to, acts of God, acts of war, acts or threatened acts of terrorism, epidemics, acts of federal or state agencies or other natural disasters or events (collectively “Events”). Neither Luxury Air nor its Affiliates shall be liable or otherwise responsible where any Event prevents Luxury Air from safely fulfilling it’s obligations to Client.

8) DAMAGES:

a) Neither the air charter suppliers nor Luxury Air shall have liability or responsibility for delay, cancellation or failure to furnish any service to be provided to you when caused by mechanical difficulty, weather conditions, acts of God, acts of nature, acts of civil or military authority, civil commotion, war or warlike operations or imminence thereof, strikes or labor disputes, 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 causes beyond their reasonable respective control.

b) You assume all liability and responsibility for your safety, schedule, baggage, cargo, business and personal activities and financial ramifications associated with your air reservations and travel arranged by Luxury Air and performed by the air charter suppliers.

c) You, your agents, guests or passengers or any employees, if applicable, shall not engage in any act or possess any substance or allow cargo to contain any substance which may result in the seizure or forfeiture, or unsafe operation of the aircraft used in the charter contracted for you by Luxury Air.

d) Luxury Air makes no representations or warranties of any kind, either express or implied, as to any matter limited to, implied warranties of fitness for a particular purpose, merchantability or otherwise.

e) If the Client’s journey involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of the Carrier for death or personal injury and for loss of or damage to baggage.

f) You shall indemnify and hold harmless Luxury Air, together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all liabilities, losses, damages, penalties, costs and expenses on account of any claim, suit, action, demand, proceeding or anything of a similar nature made or brought against any of the indemnified parties as a result of the services performed hereunder on your behalf.

g) IN NO EVENT WILL LUXURY AIR BE LIABLE FOR ANY TYPE OF INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT. CLIENT WILL INDEMNIFY AND HOLD LUXURY AIR HARMLESS AGAINST ANY LOSS, DAMAGE OR EXPENSE INCURRED BY LUXURY AIR BY REASON OF ANY ACTION OR OMISSION OF CLIENT, ITS EMPLOYEES, AGENTS, PASSENGERS AND GUESTS. FURTHERMORE, CLIENT AGREES TO PAY FOR ANY DAMAGE TO THE CHARTER AIRCRAFT CAUSED BY CLIENT, OR ANY EMPLOYEE, AGENT, PASSENGER OR GUEST OF CLIENT, NORMAL WEAR AND TEAR EXCLUDED.

9) TERMINATION: In the event of the termination of this Agreement due to default by Client, Luxury Air may cease to provide all remaining services under this Agreement and shall have all right to bring an action or claim against Client for all sums which may be due and owing hereunder and to pursue all other remedies available to it at law or in equity (including, without limitation, attorneys fees, costs, and expenses). Luxury Air reserves the right, in its sole discretion, to suspend Charter Services hereunder during any period provided for curing the default by Client. Notwithstanding the foregoing, Client shall remain liable and responsible for all payment obligations under this Agreement.

10) REGULATIONS: This Agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not limited to, those promulgated by the FAA, which now or hereafter may be imposed or required.

11) CALIFORNIA LAW: This Agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of the State of California, both procedural and substantive, without regard to the principles of conflicts of laws.

12.)  INSEPARABILITY:  If any provision of this Agreement is found to be invalid, void or unenforceable in an arbitration proceeding or by a court of competent jurisdiction, the remaining provisions shall nevertheless continue in full force and effect without being impaired in any manner whatsoever.

13) ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the Parties and each of the Parties hereto acknowledges and agrees that there are no other agreements, either written or oral, governing their relationship.

14) ATTORNEY’S FEES. In the event of any proceeding arising out of any controversy, claim, breach or dispute, arising out of or relating to this Agreement, the prevailing Party shall be entitled to recover all reasonable expenses, including reasonable attorneys' fees, costs and any other relief to which the prevailing Party is otherwise entitled.

15) COUNTERPARTS. This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original, but all or which together shall constitute one in the same document.

16) WAIVER. Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

17) DOCUMENTATION. As per current TAS 12-5 regulations valid photo ID’s are required prior to flights. For international flights, a minimum of 12 hours prior to departure passengers must present passport information and can be dictated by intended destination. Additional validity of all official travel documents (passports, visas, etc.) are the responsibility of each passenger.

18) PARTIAL COMPLETION OF FLIGHTS. Luxury Air shall not be liable for expenses incurred for replacement of transportation in the case of mechanicals, (in such cases our charges apply only on portions of flight completed). If a flight does not reach it’s destination due to weather, charges apply to any destination reached and return flight of the aircraft and crew (with or without passengers) to home base. In the case of mechanicals, Luxury Air may at its option provide substitute transportation which may be charged as an additional fee to the client. In such cases Luxury Air original charges apply only on portions of flight completed.

19) INDEMNIFICATION. Client agrees to indemnify, hold harmless and defend Luxury Air, together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all actions, causes, claims, damages, losses, penalties, demands, obligations or liabilities, expenses or disbursements (including, without limitation, reasonable costs and attorney’s fees), asserted by any third party, arising out of or relating to this Agreement.  Luxury Air will be indemnified and held harmless by Client for any misrepresentations presented by the carriers, on Luxury Air’s website or otherwise. Any exclusions or omissions either express or implied are not the responsibility of Luxury Air.

20) ARBITRATION:

a) American Arbitration Association - Any dispute arising out of, in connection with, or in relation to this agreement or the making or validity thereof or its interpretation or any breach thereof shall be determined and settled by arbitration in Carlsbad, CA by a sole arbitrator having substantial experience in matters of this nature pursuant to the commercial arbitration rules and regulations then obtaining of the American Arbitration Association and any award rendered therein shall be final and conclusive upon the parties, and a judgment thereon may be entered in the highest court of the forum, state or federal, having jurisdiction. The service of any notice, process, motion or other document in connection with an arbitration award under this agreement or for the enforcement of an arbitration award hereunder may be effectuated by either personal service or by certified or registered mail to the respective addresses provided herein.

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 hereafter have as to the venue of any such action or proceeding. Each party hereto hereby consents to the service of process in the Arbitration by mailing copies thereof by certified mail, postage prepaid, such service to become effective three (3) business days after such mailing. Nothing herein shall affect either party’s right to service of process in any other manner prescribed by law.

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 Luxury Air until Client is notified by Luxury Air of a change in terms.

Luxury Air • 6405 El Camino Real, Carlsbad, CA 92009-2802 • 800-376-7707
CST 2093979-40