TERMS OF USE

SoHo Jets, LLC (“SoHo Jets,” “we,” “us,” or “our”) offers the SoHo Jets website (http://www.flysohojets.com) (the “Site”) and various other features and services—including but not limited to brokering and managing chartered flights (collectively, the “Services”)—to enable a given user (“User,” “you,” or “your”) to use the Site to arrange for chartered flight service pursuant to these “Terms of Use.”

These Terms of Use are subject to change. To the extent required by applicable law, SoHo Jets will provide Users with reasonable advance notice of any material updates or modifications by any reasonable means of notification, provided that non-material changes, feature updates, or modifications made for legal reasons (as determined by SoHo Jets) will be deemed to be effective immediately and without notice. Changes shall be effective as of the “Last Updated” date listed above. Your continued use of the Services after such date constitutes your acceptance and agreement to such changes.

PLEASE READ THESE TERMS OF USE CAREFULLY BEFORE BEGINNING TO USE THE SERVICES AS THEY SET FORTH A LEGALLY BINDING AGREEMENT BETWEEN YOU AND SOHO JETS. BY USING THE SERVICES, YOU AFFIRM THAT YOU HAVE REACHED THE LEGAL AGE OF MAJORITY IN YOUR JURISDICTION AND STATE OF RESIDENCE AND UNDERSTAND, ACCEPT, AND AGREE TO BE BOUND AND ABIDE BY THESE TERMS OF USE. IF YOU DO NOT AGREE TO THESE TERMS OF USE, YOU MUST NOT USE THE SERVICES. IF YOU ARE UNDER THE LEGAL AGE OF MAJORITY (A “MINOR”) IN YOUR JURISDICTION OR STATE OF RESIDENCE, BEFORE USING THE SERVICES, YOUR PARENT OR LEGAL GUARDIAN (EACH A “GUARDIAN”) MUST READ AND CONSENT TO THESE TERMS OF USE. BY PERMITTING A MINOR TO USE THE SERVICES, A MINOR’S GUARDIAN BECOMES SUBJECT TO THESE TERMS OF USE AND AGREES TO BE RESPONSIBLE FOR THE MINOR’S ACTIVITIES ON THE SERVICES.

These terms and conditions shall apply to all charter flights arranged by SOHO JETS for User and shall remain in full force and effect until terminated in writing by either Party in accordance with these terms and conditions. These terms and conditions do not constitute a commitment on the part of either Party for any specific charter flight unless and until a confirmation of a quote for a charter flight (a "Confirmation") is delivered to User by SOHO JETS and accepted by User, at which time the Parties will be bound by and subject to these terms and conditions and any special provisions set forth in the Confirmation. User is appointing SOHO JETS as its agent to arrange for transportation provided by a SOHO JETS -approved entity that provides or offers to provide air transportation and who has control over the operational functions performed in providing that air transportation, in accordance with Federal Aviation Administration (“FAA”) and Department of Transportation (“DOT”) laws, rules and regulations (a "Direct Air Carrier").

COSTS. Pricing and Incidental Fees. Flight charges will be computed and invoiced based on the estimated amounts quoted by SOHO JETS for specific flights. Flight charges and costs vary for specific aircraft types and may differ from the quoted estimate up until the time of Confirmation. Additional expenses, as incurred, such as additional flight time, fuel surcharges, catering, ground transportation, flight phone/WiFi, hangar, de-icing, international fees, crew overnights, flight attendant, etc., will be the responsibility of User and may be added to the invoice or billed separately.

TAXES. User shall pay all applicable taxes related to the operation of the aircraft for the chartered flight, including but not limited to: (i) federal and state excise taxes; (ii) leg segment taxes; (iii) international departure and arrival taxes; and (iv) other fees, taxes or charges imposed by any governmental or airport authority.

PAYMENT. User shall supply SOHO JETS with all credit information reasonably requested by SOHO JETS in order to secure the itinerary requested by User. User shall be required to prepay the amount of the entire quoted itinerary for a flight. All invoices for additional expenses that are not paid within ten (10) days of the invoice date shall be subject to interest at the rate of 1.5% per month on all amounts outstanding after the expiration of the ten (10) day period, plus all costs of collection (including, without limitation, attorney's fees). User shall promptly pay any undisputed amounts while SOHO JETS and User apply their commercially reasonable efforts to resolve any differences related to the balance of an invoice.

OPERATION. Flights will be operated by a certified Direct Air Carrier licensed by the Federal Aviation Administration with authority from the DOT. Flights will be operated in accordance with Federal Aviation Regulations (“FAR”) Part 135 and the Direct Air Carrier will have operational control at all times. If the Direct Air Carrier, in its sole discretion, believes that the safety of the flight may be jeopardized for any reason, the flight may be terminated or refused to commence without any special, consequential, or incidental liability for loss, injury, damage, or expenses occasioned by such termination or refusal. User shall, at the time of Confirmation, inform SOHO JETS of any allergies, medical restrictions and/or dietary needs of any passenger. SOHO JETS shall use reasonable efforts to inform User of any cargo, refreshment, passenger or other restrictions or limitations applicable to aircraft to be used for a specific charter; provided, however, that any such restrictions or limitations shall be in addition to, and not in lieu of, any applicable rules, regulations, approvals, and certifications as provided in the section below headed “Regulations; Identification.” Flight range capability may vary based on the weight of the passengers and their baggage, distance, weather, airport altitude and runway length. Smoking and the use of illegal drugs are not permitted on charter flights arranged by SOHO JETS.

REGULATIONS; IDENTIFICATION. These terms and conditions are subject to all applicable rules, regulations, approvals, and certifications in effect which may include, but are not limited to, those promulgated by the DOT, the FAA, and the Transportation Security Administration and that now or hereafter may be imposed or required.

Prior to boarding, all passengers must provide to the Direct Air Carrier at least one form of government-issued photo identification (federal or state) reasonably acceptable to the Direct Air Carrier in its sole discretion. User is responsible for informing all passengers of the requirement to provide valid proof of identification and/or citizenship prior to boarding, and SOHO JETS shall not be liable for its reasonable refusal to board any passenger who fails to provide appropriate identification sufficient for current government regulations, including passport and visa requirements. In addition, minors (individuals under the age of 18 years old on the date of flight) traveling internationally without both custodial parents will require a signed and notarized letter authorizing the travel of the minor from the absent custodial parent(s). The written consent should expressly state the flight itinerary and the absentee custodial parent's signature should expressly permit the minor child/children to fly to the applicable destination for the applicable time period. In cases of sole custody, legal proof of sole guardianship is required.

DISCLOSURES. SOHO JETS is an “Air Charter Broker” under DOT regulations. SOHO JETS acts as User’s authorized agent, and in that capacity SOHO JETS will arrange transportation services with a Direct Air Carrier on User’s behalf. User will be the “Charterer” of such air transportation services under DOT regulations.

As an Air Charter Broker, SOHO JETS does not operate aircraft. For additional information on aircraft operation generally, see the section above headed “Operation.” Prior to the start of the flight, SOHO JETS will notify User of the flight itinerary, tail number, legal name of the Direct Air Carrier, and any fictitious names, trade names or similar other names currently in use by the Direct Air Carrier.

CANCELLATION. Terms of cancellation, including the time in which a flight may be cancelled by User without obligation and the fees and costs for which User will otherwise be responsible, are as set forth in the flight quote documentation (or other accompanying or subsequent forms of documentation and communications) provided to User by SOHO JETS. Acknowledgement and acceptance of the User's trip specific cancellation policy will be presumed upon SOHO JETS’s receipt of the Confirmation.

LIABILITY FOR DAMAGES. User shall be liable for all damage to aircraft or property of the Direct Air Carrier or SOHO JETS caused by User or any of User's employees, agents, representatives, or guests.

LIMITATION OF LIABILITY; NO WARRANTIES. SOHO JETS shall not be liable for delay, cancellation, or failure to furnish any transportation caused in whole or in part by any regulation, law, ordinance, or rule of any government or agency thereof or by acts of God, weather conditions, acts of terrorism, strike, or other labor dispute, damage to or loss of aircraft, mechanical difficulty, war, civil commotion, User's failure to confirm a reservation, or any other cause beyond the reasonable control of SOHO JETS.

Except to the extent covered by SOHO JETS 's non-owned aircraft liability insurance policy: (i) SOHO JETS shall not have nor assume any responsibility or liability to User for activities performed by a Direct Air Carrier; (ii) the Direct Air Carrier shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by the Direct Air Carrier, including, without limitation, all personal injuries, property damage or wrongful death; and (iii) SOHO JETS is not responsible for any negligent act or omission by a Direct Air Carrier or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur. SOHO JETS shall not be liable for (a) any amounts in excess of the price paid for a particular flight; or (b) any result of a matter or occurrence beyond its reasonable control. IN NO EVENT SHALL SOHO JETS BE RESPONSIBLE, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR RELIANCE DAMAGES, INCLUDING LOSS OF PROFITS.

SOHO JETS MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO ANY MATTER ARISING OUT OF THESE TERMS AND CONDITIONS OR THE SERVICES PROVIDED TO USER OR ANY GUEST OF USER; SOHO JETS HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

ASSIGNMENT; BINDING EFFECT. Neither Party may assign its rights or obligations, as described in these terms and conditions or in the Confirmation, relating to a confirmed flight without the prior written consent from the other Party; provided, however, that SOHO JETS shall have the right to assign its rights and obligations without User’s written consent in the event of a sale of all or substantially all of SOHO JETS's assets or equity interests, including by way of a merger. These terms and conditions shall apply to, shall inure to the benefit of, and be binding upon, the parties and their respective heirs, representatives, successors and assigns. Notwithstanding the foregoing, User acknowledges that flights will be operated by approved SOHO JETS vendors, each as an individual FAR Part 135 air carrier with full operational control and each operating in full compliance with all FAA requirements and additional safety standards established by SOHO JETS. Such approved vendors shall be certified by the Federal Aviation Administration with authority from the United States Department of Transportation.

GOVERNING LAW. The enforcement of these terms and conditions shall be governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of law principles.