XO Charter Terms

This agreement comprised of the Charter Terms, Passenger Regulations, and the Terms of Use, (together, the “Charter Terms”) is entered into by and between the person or entity executing this agreement (“Passenger”) and XO Global LLC, a Delaware limited liability company (“XO”) effective as of the date executed by Passenger. 

1. FLIGHT SERVICES

1.1 XO agrees to arrange air charter transportation (“Flight Services”) as Passenger’s authorized agent and provide Passenger access to ancillary services (collectively with Flight Services, “Services”). As an air charter broker authorized under Part 295, XO acts as an agent of Passenger pursuant to Section 11 below in arranging air transportation at Passenger’s request. XO does not operate any aircraft; all air transportation under these Charter Terms will be operated by one or more properly licensed air carriers. XO is registered with the State of Florida as a Seller of Travel. Registration No. ST42114.

2. OPERATIONAL CONTROL

2.1 Carrier (defined below) shall have exclusive direction, control, and authority over initiating, conducting, and terminating flights (“Operational Control”). Passenger understands and agrees that Carrier shall have absolute discretion in all matters, including without limitation preparation of the aircraft for a Flight Service, the Flight Service itself, the load carried and its distribution, whether or not a Flight Service will be performed, the route, and all other matters relating to the operation of the aircraft, including which passengers may not travel due to, for example, disruptive behavior, failure to provide requested documentation within the time allotted and/or submit to reasonable pre-flight health checks (such as taking of body temperature by crew), or a passenger’s health, physical, or mental condition.

2.2 Carrier shall have the right to deny boarding to or otherwise remove any person who, in Carrier’s sole and final discretion, and without limitation, (a) appears to be intoxicated or under the influence of an illicit or controlled substance; (b) refuses reasonable checks of his or her person or baggage; (c) refuses screening for a disease, condition, or incapacity presenting a safety concern; (d) exhibits violent, aggressive, or inappropriate behavior towards passengers or flight crew; or (e) fails to provide legally valid government issued identification. 

2.3. Without prejudice to the foregoing, where the Carrier determines in its sole and final discretion that safety may be compromised in performing a Flight Service, the Carrier may terminate or refuse to commence a flight, or take other action necessitated by safety considerations, without Carrier or XO breaching any agreement related to the performance of such Flight Service or incurring any liability for loss, injury, damage, or delay to Passenger. 

2.4 To determine whether safety may be compromised, Passenger and Passenger’s guests (Passenger’s guests being defined throughout these Charter Terms as “Guests”) may be required to complete a Health Declaration Form or written verification executed by a licensed physician or a legitimate medical facility confirming that: (i) Passenger has been tested for COVID-19 with a CDC-approved test that produced a negative result, or (ii)  does not meet CDC criteria for administering a COVID-19 test and does not exhibit any COVID-19 symptoms (“Written Verification”). A Health Declaration Form or Written Verification, as applicable, shall be considered timely where it is submitted with all requested information completed no later than twenty-four (24) hours prior to scheduled departure time

3. SCHEDULING 

3.1 By timely accepting a booking quotation provided by XO in response to Passenger’s request for Flight Services (“Trip Quote”) and thereby accepting these Charter Terms, Passenger reserves the Flight Service(s) set forth on the Trip Quote and agrees to pay the Flight Cost and Additional Costs set forth on the Trip Quote, at which point the flight shall be considered confirmed subject to Section 5, Owner Approval, below (a “Confirmed Booking”). Passenger’s cancellation of a Confirmed Booking shall be subject to the cancellation policy set forth on the Trip Quote, except where XO determines that the Flight Cost was quoted or the Trip Quote was sent in error due to a glitch in the mobile application or otherwise, in which case XO shall have discretion to withdraw the Trip Quote without liability to Passenger; provided however, that any amounts paid by Passenger to XO in support of the erroneous Trip Quote shall be promptly refunded.

4. AIRCRAFT AND CARRIER ASSIGNMENT AND SUBSTITUTIONS

4.1 All Flight Services are arranged on-demand as requested by Passenger in accordance with Passenger’s flight requirements. All Flight Services are provided by XOJET Aviation LLC (dba Vista America), Red Wing Aeroplane, LLC (dba Vista America), Jet Select, LLC (dba Vista America), Western Air Charter Inc. (dba Vista America), Talon Air, LLC, VistaJet Limited, and/or VistaJet GmbH (together, “Affiliated Air Carriers”) on aircraft under their operational control (“Affiliated Aircraft”) and other air carriers (“Other Carriers”) on aircraft under their operational control (“Other Carrier Aircraft”). Affiliated Aircraft and Other Carrier Aircraft are collectively referred to herein as “Aircraft.”

4.2 Passenger consents to the substitution by XO of a Carrier or an Aircraft listed on a Trip Quote (“Substitution”) with an Affiliated Carrier or Affiliated Carrier Aircraft (“Affiliate Substitution”). An Affiliate Substitution initiated by XO will be made without additional cost to Passenger and the pre-Substitution cancellation policy shall continue to apply. If XO initiates a Substitution with an Other Carrier, XO shall notify Passenger of the change and Passenger shall have the right to approve or reject the Substitution. If Passenger does not reject the Substitution by providing written notice to XO upon reasonable demand (“Rejection Notice”), the Substitution shall be deemed accepted by Passenger. If Passenger timely provides a Rejection Notice, then the original Trip Quote shall be deemed cancelled with no further obligation or liability owed by one party to the other. For the avoidance of doubt, Passenger will not be charged a cancellation penalty in the case of a Substitution rejection by Passenger, and XO shall not have any liability to Passenger for the cancelled flight.

4.3 If Passenger requests a modification to a Confirmed Booking that necessitates a Substitution in XO’s reasonable discretion, then XO shall issue a new Trip Quote to Passenger, which Passenger shall have the right to accept or reject. For the avoidance of doubt, if Passenger rejects or fails to accept the newly issued Trip Quote, the original Trip Quote shall remain in full force and effect until cancelled by Passenger in writing, in which case Passenger shall be responsible for any cancellation fees and XO shall have no liability for damages of any nature resulting from the cancellation.

5. OWNER APPROVAL

A Confirmed Booking may be subject to approval by the aircraft owner. If the aircraft owner rejects the Confirmed Booking or withdraws approval for use of the aircraft, XO will attempt to either (i) adjust the terms of the Flight Service to facilitate approval by the aircraft owner, or (ii) endeavor to provide a Substitution in accordance with Section 4, Substitution. For the avoidance of doubt, the failure or inability to accomplish (i) or (ii) shall not be deemed a breach of these Charter Terms by XO.

6. RECOVERY SERVICE

6.1 XO shall use commercially reasonable efforts to arrange alternative Flight Service (“Recovery Service”) whenever a flight is cancelled as a result of a Force Majeure Event, subject to Passenger’s payment of any additional fees or costs. In such case, XO shall issue a new Trip Quote for the proposed Recovery Service and Passenger shall have the right to approve or reject the Trip Quote. If Passenger accepts the Trip Quote for the Recovery Service, Passenger shall be responsible for the cost of the Recovery Service as set forth on the Trip Quote, including the Flight Cost and any Additional Expenses. Recovery Service may be provided on an aircraft that is lower in class than the aircraft originally scheduled to perform scheduled to perform the Flight Service and may depart from any airport within a 100-mile radius of the origin airport. XO does not guarantee the time frame in which Recovery Service will be provided. If Passenger does not accept a Trip Quote issued by XO for a Recovery Service within 24 hours of issuance, then both parties shall be released from their obligations with respect to the cancelled Flight Service, including without limitation, the provision of Recovery Service options. 

6.2 Where one or more legs of a multi-leg Flight Service is cancelled due to a Force Majeure Event, XO shall provide Recovery Service only for the Flight Segment that was cancelled, interrupted, or delayed, failing which Section 9.6 shall apply.

7. FLIGHT COST AND ADDITIONAL COSTS

7.1 Prices for Flight Services are dynamic and updated in real time. The “Flight Cost” set forth in the Trip Quote represents the cost of air transportation incurred in support of the requested Flight Service based on the information provided to XO by Passenger and may include certain Additional Costs as set forth in 7.2 below. 

7.2 The following fees, charges, and costs (“Additional Costs”) may not be included in the price set forth in the Trip Quote and may, at XO’s sole discretion, be recharged to Passenger by XO: (a) Applicable Taxes and airport terminal charges; (b) additional services and offerings requested by Passenger, including ground transportation and catering or additional personnel (c) wi-fi usage or other telecommunications charges (d) selection of an FBO (or similar airport facilities) other than those pre-selected by the Carrier or XO; (e) landing, handling and high-density airport fees (f) de-icing, ramp and hangar fees; (g) deep cleaning where required by Passenger’s use of the Aircraft (e.g., smoking, pets); (h) additional flight crew(s) (beyond the standard Captain, First Officer); or specific flight crew (e.g., Spanish-speaking Cabin Crew) where accommodated; (i) specially requested in-flight entertainment; (j) cancellation fees; (k) firm departure surcharge; (l) increased cost resulting from a significant flight deviation requested by Passenger and accommodated by Carrier (e.g., departure time or location); (m) a service fee, which may be applied to each Additional Cost under this Section; (n) a voluntary carbon/SAF offset; and (o) insurance surcharges. 

For the avoidance of doubt, Additional Costs may be included in the Flight Cost where XO has timely notice of a request and chooses to include the costs in the pricing. Passenger will not be obligated to make any payments directly to third parties unless otherwise notified. Passenger shall be liable for the actual Flight Cost and all Additional Costs incurred in connection with the provision of a Flight Service.

7.3 “Applicable Taxes” are any and all international, national, state, and local taxes, charges, imposts, duties, excise taxes, fuel taxes, and fees, including user fees, relating to a Flight Service. Without limitation, all domestic Flight Services are subject to federal excise tax and a domestic segment tax, and Flight Services departing or landing outside of the United States are subject to a federal departure tax. 

7.4 Passenger agrees to indemnify and reimburse XO for any and all Additional Costs and other expenses incurred as a result of damage and excess wear and tear to the Aircraft interior and/or exterior reasonably attributable to Passenger or their Guests by XO or Carrier.

8. PAYMENT

8.1 Passengers who are also XO members shall be subject to the payment terms set forth in their membership agreement. Passengers who are not XO members may elect to remit payment for Flight Services by wire or credit card as provided in this Section. Time for payment is of the essence. 

8.2 Passenger authorizes XO to place a hold on the credit card utilized to reserve the Confirmed Booking for the full amount of the Flight Cost and applicable Additional Costs and further authorizes such hold to remain in effect until the Flight Cost and Additional Costs are settled in full. If Passenger does not wire payment to XO in advance of the scheduled departure date pursuant to Section 8.3 below, the credit card will be charged and any Flight Costs or Additional Costs not known at the time the credit card is charged will be charged when such amount(s) become known by XO. 

8.3 If a Passenger elects to remit payment to XO via wire or via credit card hold with wire, XO must receive the funds (i) no less than five (5) days following the date on which the booking is made, or (ii) if the flight is scheduled to depart less than five (5) days from the date of booking, no less than 48 hours prior to the scheduled departure time (“Wire Deadline”). If XO does not receive payment in cleared funds by the Wire Deadline, Passenger authorizes XO to charge the estimated Flight Cost and Additional Costs, plus a 3.5% administrative fee to Passenger’s credit card, unless XO has otherwise agreed to an alternative payment method.

8.4 If a Confirmed Flight is canceled, Passenger authorizes XO to immediately charge the applicable cancellation fees to Passenger’s credit card, withhold the cancellation fee from wired funds and/or any membership funds on account at XO’s discretion. 

8.5 Passenger represents to XO that he or she has full authority to utilize the credit card to reserve the Flight Service and pay for the Flight Cost and Additional Costs, and shall indemnify XO against any and all claims related to unauthorized use of the credit card.

8.6 For the avoidance of doubt, XO shall have no obligation to arrange or service a Confirmed Booking where (i) payment is not timely remitted as provided in this Section or (ii) Passenger is delinquent on any amounts due and owing to XO or an affiliate thereof under any other contract. 

8.7 To the fullest extent permitted by law, Passenger covenants and agrees not to submit, file or otherwise initiate any claim, complaint, demand, chargeback or dispute (“Dispute”) with Passenger’s credit card issuer or any administrative agency relating to Passenger’s utilization of a credit card for payment of services as described in this Section 8. Passenger shall indemnify and hold harmless XO against any and all losses, costs or expense, including reasonable attorneys’ fees, arising from Passenger’s breach of this section 8.6 or any Dispute, including unauthorized use of the credit card. 

8.8 Passengers who are also XO Members shall have the right to dispute charges as set forth in their Membership Agreement. Passengers who are not XO Members must notify XO of a disputed charge within 15 days of the date of the invoice, receipt, or statement on which such charge first appeared. After 15 days, the charges will be considered valid, final and undisputed. Any sums due from Passenger to XO which remain unpaid more than 15 days beyond their due date shall be subject to interest at the lesser of 1.5% per month or the maximum amount of interest permitted by law.

8.9 In the event a refund of any amount is to be provided to Passenger, such amounts will be refunded exclusively to the account from which funds were originally transmitted, except where Passenger provides written confirmation from a bank that said account is no longer active and such confirmation is deemed acceptable to XO in its sole discretion.

8.10 XO may, at its sole and full discretion, allocate all or part of any payment received pursuant to these Charter Terms to offset or settle (in full or in part) any sums due from Passenger to XO or an affiliate thereof under any other contract (“Allocation”). For the avoidance of doubt, Passenger shall remain liable for the full amount due under these Charter Terms and shall, immediately upon XO’s demand, make a further payment equal to the Allocation. 

8.11 Passenger authorizes XO to charge any credit card provided by Passenger to XO to settle Passenger’s outstanding liabilities to XO or any affiliate of XO.

8.12 Passenger, including any entity on whose account a Flight Service was arranged for Passenger by XO, where applicable, shall be liable for any and all fees incurred by XO in collecting outstanding amounts due, including reasonable attorneys’ fees, and any fees incurred by XO resulting from a rejection of the form of payment provided by Passenger (e.g., insufficient funds).

9. CANCELLATIONS AND DELAYS

9.1. Passenger acknowledges that the cancellation of any Confirmed Booking or portion thereof will result in the assessment of the cancellation charge specified on the Trip Quote, or as may be subsequently invoiced to Passenger, and shall be immediately due and payable by Passenger. 

9.2 Shared Flight Services originated or created by Passenger for which Passenger agrees to the sale of individual seats by XO are XO Global LLC Public Charters, as defined by 14 CFR 380 (“Shared Charter”) and shall be subject to XO’s Public Charter Operator Agreement, including the cancellation fees set forth therein. For the creator of a Shared Charter, a cancellation fee of one-hundred percent (100%) of the total Flight Cost shall apply for cancellations made following XO’s sale of one or more seats on such Shared Charter.

9.3 XO may, at its sole discretion, arrange to bring forward or postpone a requested departure time by up to (i) 180 minutes on Peak Days marked with an asterisk in Annexure 1 and (ii) 60 minutes on all other days.  For the avoidance of doubt, any Peak Days set forth in a Trip Quote for a flight scheduled to be performed by an Other Carrier shall control solely for purposes of determining the cancellation terms applicable to the flight.

9.4 XO, at its sole discretion, may accommodate a delay to the departure time requested by Passenger, provided Passenger informs XO of the expected delay before the scheduled departure time and such delay does not impact the journey of another XO or Carrier customer or Carrier’s compliance with crew rest periods, or cause XO or the Carrier to incur further costs. If XO and/or Carrier are unable to accommodate the further delay, or if Passenger does not inform XO of such further delay and/or in the case of a “no show”, the Flight Service will be deemed cancelled by Passenger and Passenger will be charged the full Flight Cost and any Additional Costs. 

9.5 Flight Services shall be deemed cancelled by Passenger in the event of: (i) cancellation of any Confirmed Booking communicated by Passenger to XO in advance of the scheduled departure, (ii) a delay by Passenger or any of its Guests impacting the scheduled time of departure (unless specifically agreed by XO in advance in writing at its sole discretion) and/or a “no-show”, (iii) any refusal or inability of Passenger and/or Guests to comply with the reasonable instructions of a Carrier and/or the pilot‐in command for flight safety, health, or security reasons leading to the pilot‐in‐command and/or the Carrier to deem it necessary at their sole discretion to cancel or terminate a planned flight, (iv) failure to provide necessary health and safety documentation requested by XO or Carrier at their sole discretion by the deadline provided, (v) Passenger or its Guests inability to secure exit from the departure destination or entry to the arrival destination, (vi) Passenger failing to make any payment prior the contractual due date, (vii) Carrier’s denial of boarding by Passenger for any reason within Carrier’s Operational Control, and/or (viii) Passenger’s violation of these Charter Terms. 

9.6 Where the Trip Quote for a Confirmed Booking specifies a multi-leg Flight Service, the cancellation of one or more legs of the trip for any reason shall result in a cancellation charge, which shall be calculated in relation to (i) the date of the first leg of the trip, and (ii) the total Flight Cost for the trip as a whole as originally set forth on the Trip Quote.

9.7 If a Flight Service is cancelled pursuant to Section 9.4 or 9.5, the costs of any additional goods and/or services arranged by XO at Passenger’s request through third party supplier(s) ancillary to the actual Confirmed Booking shall remain the responsibility of Passenger.

9.8 For the avoidance of doubt, any reimbursement of amounts paid by Passenger shall always be subject to the deduction of any amounts outstanding owing to XO, including cancellation fees. 

10. FORCE MAJEURE

Neither XO nor Carrier shall have any liability for a delay, interruption or failure to provide an Aircraft or furnish Services when such delay or failure is caused by a Force Majeure Event. “Force Majeure Event” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, public health concern, quarantine (whether declared by a national authority or international organization), blockade, revolution, civil commotion, fire, any weather-related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, aircraft mechanicals, inability to obtain or delay in obtaining equipment, parts, or transport, and any other cause beyond of the control of XO or Carrier, whether or not of the kind specifically enumerated above.

11. AGENCY

11.1. PASSENGER APPOINTS AND AUTHORIZES XO TO ACT AS AGENT FOR PASSENGER SOLELY TO ARRANGE AND PAY FOR AIR TRANSPORTATION SERVICES AS REQUESTED BY PASSENGER OPERATED BY ONE OR MORE LICENSED CARRIERS ON PASSENGER’S BEHALF, WHICH MAY INCLUDE AFFILIATED CARRIERS. PASSENGER HEREBY DESIGNATES, CONSTITUTES AND APPOINTS XO AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THE PURPOSES OF ARRANGING FLIGHT SERVICES PURSUANT TO ONE OR MORE AIR TRANSPORTATION AGREEMENTS. FOR THE AVOIDANCE OF DOUBT, PASSENGER AUTHORIZES XO TO SELECT A CARRIER TO PERFORM A FLIGHT SERVICE REQUESTED BY PASSENGER IN ITS SOLE DISCRETION

11.2 XO may exercise this power of attorney to sign Passenger’s name on any documents necessary to obtain Services on behalf of Passenger, and Passenger declares that any act lawfully done hereunder by XO on behalf of Passenger shall be effective, valid and binding on Passenger as if the same had been signed, sealed and delivered or done by Passenger. XO’s appointment as Passenger’s attorney-in-fact, and all of XO’s rights and powers hereunder, shall be deemed coupled with an interest, are irrevocable and shall remain in effect until XO’ obligation to arrange for Services has terminated.

11.3 Subject to Passenger complying with these Charter Terms, XO shall arrange and pay for services on behalf of Passenger. 

12. LIABILITY

12.1 Passenger agrees and acknowledges that XO is only arranging for Flight Services on Passenger´s behalf and XO shall have no liability to Passenger whatsoever for the operation or performance of Flight Services carried out by Carrier(s) and/or for any actual direct, indirect, special or consequential damages caused directly or indirectly by any breach by Carrier of the air transportation agreement including, without limitation, any delay or failure of Carrier to provide an Aircraft arranged under these Charter Terms.

12.2 Passenger shall reimburse XO promptly on demand for the costs of repairing, cleaning, and/or disinfecting any exterior or interior damage caused by Passenger, Passenger’s Guests, their baggage, or their animals to any Aircraft arranged under these Charter Terms. 

12.3 Passenger shall not be entitled to assert any responsibility on the part of XO for any damages or losses relating to ancillary Services arranged at Passenger’s request, except to the extent such damages or losses were caused by XO’s willful misconduct.

12.4 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY OR ITS AFFILIATES OR ANY CARRIER SHALL BE LIABLE TO THE OTHER (INCLUDING TO PASSENGER’S GUESTS) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS AND EMPLOYEES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES AND THE LIKE, AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING, LOSSES SUFFERED BY PASSENGER AS A RESULT OF ANY DELAY OR FAILURE BY XO IN ARRANGING AN AIRCRAFT OR A CARRIER PERFORMING A FLIGHT SERVICE ARRANGED UNDER THESE CHARTER TERMS, EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, XO OR ITS AFFILIATES SHALL HAVE NO DUTY TO MITIGATE ANY LOSS ARISING FROM THE FAILURE BY PASSENGER TO PAY ANY AMOUNT DUE UNDER THESE CHARTER TERMS, WHETHER BY TRANSPORTING ANY THIRD PARTIES FOR CONSIDERATION ON THE AIRCRAFT, BY DISPOSING OF THE AIRCRAFT, OR BY ANY OTHER MANNER.

12.5 Affiliated Aircraft are subject to aviation policies procured and maintained by XO or an affiliate thereof for a combined single limit of not less than USD 300,000,000 per occurrence per aircraft, which includes coverage for passenger legal liability and third-party legal liability including bodily injury and property damage (the “Policies”). Non-owned aircraft liability coverage also exists for the benefit of XO in an amount not less than USD 300,000,000 per occurrence.

12.6 PASSENGER AGREES TO ACCEPT THE PROCEEDS OF THE POLICIES MAINTAINED BY CARRIER, XO OR ITS AFFILIATES AS THEIR SOLE RECOURSE AGAINST XO OR ANY CARRIER FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO PASSENGER OR ANY ADDITIONAL INSUREDS ARISING OUT OF THE SERVICES ARRANGED UNDER THIS AGREEMENT; PROVIDED THAT PASSENGER SHALL NOT BE LIMITED IN ITS RECOURSE TO THE EXTENT SUCH INSURANCE PROCEEDS ARE WITHHELD OR REDUCED TO THE ACTIONS OR INACTIONS OF XO.

12.7 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED RECOURSE AND LIABILITY CLAUSES IN THIS SECTION 12 AND AS OTHERWISE SET FORTH IN THIS AGREEMENT HAVE BEEN EXPRESSLY AGREED TO FOR THE BENEFIT OF EACH CARRIER AS IF THEY WERE PARTIES TO THE AGREEMENT FOR SUCH PURPOSE. EACH AFFILIATED CARRIER AND OFF FLEET CARRIER IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 12.

13. INDEMNITY

Passenger agrees to indemnify and hold harmless XO, Carrier, and each of their affiliates and their officers, directors, managers, employees, and agents (“Indemnified Party”) from and against any and all claims, loss, damage, demands, liabilities, injury or expense, including attorneys’ fees arising out of or in connection with Passenger’s gross negligence, willful misconduct, violation of the rights of any third party (including other passengers or Carrier crew) or third party goods or ancillary Service providers, except to the extent arising out of the Indemnified Party’s gross negligence, willful misconduct, or breach of these Charter Terms.

14. GOVERNING LAW; VENUE

14.1 This Agreement and all the rights of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of Florida without reference to the conflict of law principles of any jurisdiction.

14.2 Any claim or dispute between the parties and/or against any agent, employee, successor, or assign of the other, whether related to these Charter Terms or the relationship or rights or obligations contemplated herein, including the validity of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association by a sole arbitrator under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The place of arbitration shall be Broward County, Florida. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration

14.3 THE PARTIES AGREE THAT ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR IN A REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PROVISION IN THESE CHARTER TERMS AND WITHOUT WAIVING EITHER PARTY’S RIGHT OF APPEAL, IF ANY PORTION OF THIS PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.

15. COVENANTS

15.1 Passenger shall use Aircraft for Passenger’s own pleasure or for business and shall not use the aircraft (a) to provide transportation of Guests or cargo for remuneration (unless approved in writing by XO); (b) in violation of Applicable Aviation Regulations or any insurance conditions communicated to Passenger; (c) for any illegal purpose; (d) in bad faith; or (e) for the transportation of precious metals, gems or cash as cargo, and/or (f) for any commercial use, including photography/filming (unless approved in advance in writing by XO). 

15.2 Passenger acknowledges that Passenger has no proprietary or exclusive rights in any Aircraft.

15.3 Passenger and Passenger’s Guests shall comply with the Applicable Aviation Regulations and the Carrier’s contract of carriage insofar as these each impose binding obligations or restrictions on Passenger and/or Guests. “Applicable Aviation Regulations” are all applicable national and international rules and regulations and operational standards relating to an Aircraft. Passenger and Guests shall conduct themselves in an appropriate manner and strictly adhere to the Passenger Regulations and Rules of Conduct available at www.flyxo.com (“Passenger Regulations”) to ensure a safe, friendly, and respectful experience on flights arranged by XO.

15.4 Passenger warrants and represents that it has all requisite power, consents and authorization to enter these Charter Terms lawfully and perform all obligations arising hereunder, and doing so does not contravene or breach any applicable agreement, instrument, order, judgment, injunction, covenant, decree or other restriction (including a charge, mortgage or security). If Passenger is an entity, Passenger further represents that it has duly secured all necessary authority and approval under all corporate documents and procedures to enter into any agreement with XO, warrants that each individual executing, delivering, and performing has full, complete, and legal authority to bind Passenger, and acknowledges and agrees that the Flight Service requested by Passenger and being provided by XO is for the benefit of entity and constitutes a contemporaneous exchange for new and/or substantially equivalent value. XO shall be entitled in good faith to rely on reasonable representations made by an individual with actual or apparent authority to bind Passenger in arranging or fulfilling Flight Services or taking any other such actions as may be authorized by these Charter Terms. Each such individual executing these Charter Terms on behalf of Passenger shall, upon an event of default by Passenger, become jointly and severally liable with Passenger for all Passenger’s representations and obligations under these Charter Terms and shall remain so liable for so long as these Charter Terms remain valid.

15.5 Passenger agrees that it shall be solely responsible for the care, custody and control of any animal accompanying Passenger or Guest during a Flight Service, shall adhere to any instructions provided by the Carrier regarding such care, custody and control. Passenger shall defend and indemnify XO for any damages, injuries or loss caused by such animal. XO reserves the right to re-charge Passenger any deep cleaning surcharges imposed on XO by Carrier associated with the transportation of pets or animals.

15.6 Passenger agrees to not disclose this agreement or the terms thereof to any third party without XO’s prior written approval, except (i) to the extent required by law (ii) to permit Passenger to comply with its contractual obligations under these Charter Terms or (iii) to the extent such terms are already generally available to the public.

15.7 Passenger hereby accepts that the collection, use, and processing of personal data of natural persons related to these Charter Terms shall be governed by the applicable data protection related laws and regulations, as well as XO’s Privacy Policy available at https://flyxo.com/legal/privacy-notice/ Passenger authorizes XO to use Passenger’s personal data to check Passenger’s credit in connection with invoice collection efforts or perform criminal and other background searches of Passenger in evaluating whether to permit Passenger to utilize XO’s Services, including but not limited to, the National Criminal Database, Global Watch List, National Sex Offender Database, Federal International Criminal Database and the Office of Foreign Assets Control Sanctions List. By submitting personal data to XO or to an affiliate about any natural person, including Guests, Passenger hereby confirms that: (i) Passenger has been appointed to act for such persons; (ii) such persons consent to the processing of their personal data in accordance with these Charter Terms, which may include sensitive personal data; and (iii) Passenger will inform such persons of XO’s identity and all applicable privacy policies, including the sections of the XO Privacy Policy regarding types of personal data collected, how it is used, and with whom it is shared. 

16. LEGAL COMPLIANCE

16.1 Passenger, which for purposes of this section includes its employees, agents, affiliates, and guests (together, for the purposes of this Section, “Passenger”) hereby represents, warrants, and agrees that: (i) Passenger is not a sanctioned entity or individual, Designated Party, or otherwise the subject or target of any economic, export, or trade sanction law, or regulation or travel ban, or is or could be designated as a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation that would prohibit XO or a Carrier from transacting with Passenger under applicable law; (ii) Passenger will promptly notify XO in writing should it know, or have reason to know, of any change or potential change in status under this Section; (iii) Passenger shall honor all applicable laws; (iv) funds paid to XO by Passenger are not derived from illegal acts; (v) XO may be required by law to block, freeze, and/or remit funds, which it will do without liability to Passenger; (vi) Passenger will promptly provide to XO accurate information and documentation reasonably requested to assess compliance with this Section, including, without limitation, that related to Know Your Customer (KYC), Ultimate Beneficial Owner (UBO) and source of wealth/funds, and consents to screening and/or background checks; and (vii) without prejudice to all of XO’s other rights under these Charter Terms and at law, (a) XO may at its discretion (1) terminate these Charter Terms by means of written notice to Passenger, with immediate effect, without need of judicial recourse, and/or (2) decline to arrange flights or otherwise provide services, and do so without liability for compensation or damages (direct or indirect) of any type or nature, in the event that Passenger breaches this Section, makes misrepresentations regarding legal compliance, becomes a sanctioned or Designated party, is convicted or adjudicated of a an offence in any jurisdiction that is related to human rights violations, terrorism, drug trafficking, financial impropriety, or could otherwise bring XO into disrepute or is prejudicial to XO’s interest, or XO or Carriers are otherwise unable to transact with Passenger under law, and (b) Passenger assumes all liability and shall in perpetuity, beyond the expiry of these Charter Terms, indemnify, reimburse, and hold free and harmless XO, its officers, directors, shareholders, employees, agents, affiliates, and subcontractors from and against any and all related claims, suits, losses, costs, and liabilities.

16.2 For the avoidance of doubt, XO and/or Carrier may refuse Flight Services at any time and at their sole discretion due to current applicable laws relating to travel, export, and/or restrictions of Russian and Belarusian nationals (including dual-nationals).

17. MISCELLANEOUS

17.1 Passenger shall provide XO no later than twenty-four (24) hours or by such other date and time set by XO prior to departure with a complete Guest list, government issued identification, and all other necessary information and valid documentation and any other operational requirements for the requested Flight Services, which may include medical certificates and health declarations and information reasonably required for the Carrier to obtain appropriate Permits and Permissions (defined below). For international Flight Services, Passenger agrees that it is their sole responsibility to obtain any required visas or entry documentation and acknowledges that Passenger must have a valid passport in their possession. Neither XO nor Carrier shall have any liability for Passenger’s non-compliance with this section or with any government regulations.

17.2 Aircraft availability shall always be subject to the Carrier being able to obtain appropriate permits and permissions and making, in its sole discretion, an affirmative operational determination regarding flight safety, risk and legality. This includes, but is not limited to, customs and immigration permits, operational or cabotage restrictions, available take-off and landing slots, sanctions and war risk, health and safety determinations, Pilot-in-Command approvals, and any other requirements deemed necessary (together “Permits and Permissions”). XO will notify Passenger where cabotage restrictions restrict or prohibit the domestic carriage of passengers as soon as possible following a flight request. Passenger must provide to XO any information or documentation as may be reasonably requested to obtain Permits and Permissions as soon as possible. For the avoidance of doubt, Passenger’s direct or indirect contribution to the inability to obtain Permits and Permissions, including, without limitation, the failure to provide timely and accurate information, shall result in a deemed a cancellation.

17.3 No special terms, representations, assurances, promises or warranties shall be binding on XO except as set out expressly herein. Passenger has carefully reviewed these Charter Terms and acknowledges that neither XO nor any of its affiliates or representatives has made or could make, directly or indirectly, any express or implied representation or warranty unless such information is expressly included herein. Any previous agreements, warranties, or representations made between the parties relating to these Charter Terms, if any, are hereby cancelled, disclaimed, superseded and are not to be relied on. Without prejudice to the generality of the foregoing, and without limitation, Passenger acknowledges that aircraft images, layouts, and/or figures are provided for informational purposes only and may differ from the specific aircraft arranged.

17.4 These Charter Terms do not create a joint venture, partnership or other form of business relationship between the parties save as expressly set out herein. If any provision(s) of these Charter Terms are held to be wholly or partly invalid, void, illegal or unenforceable (“Invalid Provision”), the remaining provisions shall remain in full force and effect and the Invalid Provision shall be modified to reflect the original intention of the parties. All sections intended to survive termination or expiry of these Charter Terms shall so survive.

17.5 XO may novate, assign, sub-contract and transfer these Charter Terms and all or any of its rights and obligations under it to (a) a holding company; (b) any affiliate of a holding company; and (c) any company purchasing the business and undertaking of XO. In the event of such novation, assignment, sub-contracting, or transfer, XO shall inform Passenger thereof in writing within a reasonable time thereafter. Passenger may not assign or otherwise transfer any of its rights or obligations under these Charter Terms without XO’s prior written consent.

17.6 The parties further agree that: (a) headings are for reference purposes only; (b) these Charter Terms shall be construed as though both parties participated equally in the drafting; and (c) the failure to enforce (or selective enforcement of) any rights under this these Charter Terms will not be deemed to be a waiver of those rights or to preclude any other.

17.7 These Charter Terms may be executed by electronic signature, including but not limited to the use of a symbol, process, email signature, or electronic button, checkmark or toggle in the mobile application or website or any other electronic medium attached to or logically associated with a record or document and executed by Passenger or Passenger’s authorized representative with the intent to sign or acknowledge such record or document. Electronic signatures shall have the same force and effect as manual signatures

17.8 Passenger agrees that if these Charter Terms are accepted through the XO mobile app, website, or by e-mail by Passenger, a representative reasonably appearing to have authority to bind Passenger, or an XO aviation advisor at the direction of Passenger by selecting the “I Accept” toggle or in such other manner as may be specified by XO in its sole discretion, such acceptance shall constitute an electronic signature and be binding as if made by Passenger. 

                                                                                                       ANNEXURE I

                                                                                                  (2024 PEAK DAYS)

* XO reserves the right to pull forward or move back departure times by up to 3 hours on these dates.