Operator Participant Agreement

Aero has arranged for its wholly owned subsidiary, USAC Airways 695, LLC d/b/a Aero (“Carrier”), a direct air carrier certified by the Federal Aviation Administration to perform flights under Part 135 of the U.S. Department of Transportation’s regulations (14 CFR Part 135), to provide passenger air charter services booked on Aero’s website or mobile app (the “Charter”). The origin and destination of the Charter, as well as the dates and terms of payment are memorialized in the electronic receipt sent to you promptly following the completion of your reservation (the “Receipt”), which is incorporated into this Agreement by reference.

The Charter will be performed using an Embraer ERJ-135 aircraft configured with sixteen (16) seats. Aero reserves the right to contract with a substitute air carrier. Carrier reserves the right to substitute equivalent aircraft in the event of a technical or other need and will inform you of such substitution prior to your Charter.

Program flights operate between OPF and CCS only. No other city pair is offered under this Agreement.

Program flights are international flights and operate under permits issued on a per-flight basis by the aeronautical authorities of the Bolivarian Republic of Venezuela. Your carriage is conditional on the issue of that permit and on your inclusion in the passenger manifest filed in support of it.

In accepting this Agreement, you accept and agree to be bound by Carrier’s Conditions of Carriage for the Program, the most recent version of which can be found on Aero’s website.

The charter price quoted in your Receipt (the “Charter Price”) includes air transportation, all taxes, fees and charges assessed by Aero, and any additional services selected at the time of booking. The Charter Price is quoted and payable in U.S. Dollars.

Any tax, fee, charge or levy imposed by any government, airport operator or other authority in the Bolivarian Republic of Venezuela that is collected directly from passengers at the airport is not included in the Charter Price and is payable by you. Any tips or gratuities not specifically mentioned as included in the Charter Price are at your discretion.

Payment in full is required to secure all reservations. Credit cards are the only form of payment accepted. Such credit card payments will be deposited into an escrow account at First Foundation Bank held pursuant to a depository agreement, and Aero’s obligations in respect of those payments are further secured by the letter of credit described in Section 11. Claims against the escrow account or against the letter of credit are made as provided in Section 11.

You must provide Aero with a copy of the passport of every passenger on your booking, including any lap infant, and all other passenger information Aero requests, more than forty-eight (48) hours before scheduled departure. This information is required in order to file the passenger manifest supporting the operating permit for the flight. A passenger whose information is not provided within that period may be denied boarding, and the Charter Price will be forfeited.

Guests must check in at Opa-locka Executive Airport no later than sixty (60) minutes prior to the scheduled departure time, and at the general aviation terminal at Simón Bolívar International Airport no later than ninety (90) minutes prior to the scheduled departure time.

All Program flights are operated on the Embraer ERJ-135 and a single baggage allowance applies. Guests may check two (2) bags weighing up to 50lbs (23kg), at no additional cost. Space permitting, additional bags may be checked for an additional $150.00 per bag. Guests may also bring one small personal item weighing no more than 20lbs. Your personal item must fit snugly under the seat in front of you and measure no more than 13x13x10in. Please note that the aircraft does not have overhead bins.

The Aero Latitude and Aero Crowdsource fare products, and the baggage allowances associated with them, are not offered on the Program.

Program flights are international flights, and the Bolivarian Republic of Venezuela is not a party to the Montreal Convention. Aero’s and Carrier’s liability for lost or damaged baggage is limited as set out in Section 3 of Carrier’s Conditions of Carriage for the Program, which distinguishes between round-trip carriage, to which the Montreal Convention applies, and one-way carriage, to which the Warsaw Convention as amended applies.

All baggage must comply with the terms and conditions of Carrier’s Conditions of Carriage, including, without limitation, Section 6 of such Conditions regarding Hazardous Materials and Prohibited Items, and Section 7, under which no firearms or ammunition are accepted on Program flights. Mobility and assistive devices upon which a guest is dependent are carried in addition to the allowances described in this Section, without charge, as provided in Section 3 of Carrier’s Conditions of Carriage.

You are responsible for ensuring that the contents of your baggage comply with the customs and import requirements of both the United States and the Bolivarian Republic of Venezuela.

Pets are not accepted on Program flights. No dog, cat or other animal may travel on a Program flight other than a trained service animal. Because pets are not carried, emotional support animals, comfort animals and service animals in training are also not accepted. Aero is not able to carry animals in the cargo hold.

Trained service animals are permitted with the documentation required by Section 10 of Carrier’s Conditions of Carriage for the Program. Because each animal must be documented in advance of the permit filing, guests travelling with a service animal must notify concierge@aero.com no later than forty-eight (48) hours before scheduled departure, and must ensure that the animal is accompanied by valid health and vaccination certificates, entry permits, import authorisations and other documents required by the United States and the Bolivarian Republic of Venezuela. Guests assume full responsibility for such animal and agree that Carrier is not liable for any sickness, injury or loss of such animal.

Program reservations are non-refundable and cannot be cancelled, subject only to the 24-Hour Policy set out below and to Aero’s obligations under Section 8. All requests for changes must be sent to us by email at concierge@aero.com.

7.1 Fare Rules Applicable to Program Tickets

1. Changes — A reservation may be changed to another date or time on the same route at no charge, provided the request is received by Aero more than forty-eight (48) hours before the scheduled departure time of the flight originally booked, and provided a seat is available on the flight requested. Changes to a different route are not permitted. No change of any kind is permitted within forty-eight (48) hours of the scheduled departure time, including changes of date, changes of time, name changes, substitutions of passenger, and the addition or removal of any passenger, animal or lap infant. This restriction exists because the passenger manifest supporting the operating permit for each flight must be filed and finalised in advance of departure and cannot be amended. If the fare applicable to the flight you change to is higher than the fare you paid, the difference must be paid at the time of the change. If the fare applicable to the flight you change to is lower than the fare you paid, no refund, credit or other adjustment will be made.

2. Cancellations — Other than under the 24-Hour Policy below, cancellations are not permitted. A Program reservation cannot be cancelled by the guest, and the Charter Price is non-refundable in whole or in part. No flight credit, voucher or other consideration is issued on the Program under any circumstances. The value of a Program reservation that is not used by a guest, and that has not been changed in accordance with paragraph 1 above, is entirely forfeited. A guest who does not wish to travel on the flight booked, and who is outside the 24-hour window, has one option only: to change the reservation to another date or time on the same route, more than forty-eight (48) hours before the scheduled departure time and subject to availability.

3. 24-Hour Policy — A Program reservation may be cancelled and the Charter Price refunded in full to the original form of payment, without penalty, if (a) the cancellation is requested within twenty-four (24) hours after the booking is made, and (b) the scheduled departure time of the first flight on the booking is not within seven (7) days of the booking. This is the only circumstance in which a guest may cancel a Program reservation and receive a refund of the Charter Price. Requests must be sent to concierge@aero.com within the twenty-four (24) hour period, and refunds will be made within fourteen (14) days.

7.2 Failure to Travel

Failure to appear for a flight, failure to present the travel documents required by Section 4 and by Carrier’s Conditions of Carriage, or denial of boarding for any of the reasons set out in Section 15 of Carrier’s Conditions of Carriage, will result in forfeiture of the entire Charter Price. Where a guest does not board an outbound flight without advising Aero in advance, any return reservation will be cancelled and no refund will be issued.

7.3 Refunds by Aero

Nothing in this Section 7 limits your rights under Section 8 where Aero cancels a flight or makes a Major Change, your right to a refund under the 24-Hour Policy, or your right to a refund under Section 13 where Aero or Carrier is unable to complete, or you do not clear, the sanctions screening described in that Section. Refunds due under those provisions will be made by Aero to your original form of payment within fourteen (14) days.

If we must cancel the Charter, we will notify you in writing within 7 days of the cancellation, but in no event later than 10 days before the scheduled departure date. We have no right to cancel the Charter less than 10 days before departure, except for:

(i) Circumstances that make it physically impossible to perform the Charter trip, or

(ii) In the case of international flights, if we are unable to obtain landing rights for the flight (which are subject to the approval of foreign governments, and in which case a full refund will be made to you automatically).

Program flights operate under permits issued on a per-flight basis by the Venezuelan aeronautical authorities. Where such a permit is not granted, or is granted and subsequently withdrawn, Aero will cancel the flight and a full refund will be made to you automatically.

If that occurs, we will notify you as soon as possible, but not later than the scheduled departure date. If the Charter is canceled, we will make a full refund to you within 14 days after cancellation. The rights and remedies made available under this contract are in addition to any other rights or remedies available under applicable law. However, we offer refunds under this contract with the express understanding that the receipt of that refund by a guest waives the additional remedies.

If We Make “Major Changes”

If we make a Major Change (defined below):

(i) Prior to departure, you have the right to cancel and receive a full refund, or

(ii) After the departure of the flight, which you are unwilling to accept, we will refund, within 14 days after your scheduled return date, that portion of your payment which applies to the services not accepted.

If a Major Change must be made in the program, we will notify you within 7 days after first learning of the change, but in any event at least 10 days prior to the scheduled departure. If, less than 10 days before scheduled departure, we become aware that a Major Change must be made, we will notify you as soon as possible. Within 7 days after receiving notification of a Major Change, but in no event later than departure, you may cancel your reservation and you will receive a full refund within 14 days after canceling. Acceptance of a refund constitutes a waiver of any legal rights you may have against Aero.

Upon a post-departure notification of a Major Change, a guest may reject the changed date, origin, or destination of a flight leg and be sent, within 14 days after the return date named in the contract, a refund of the portion of his payment allocable to the air transportation not provided.

A “Major Change” means:

(i) A change in the departure or return date, unless the change results from a flight delay experienced by the air carrier. (If, however, the delay is longer than 48 hours, it will be considered a Major Change),

(ii) A change in the origin or destination airport,

(iii) A price increase of more than 10 percent occurring 10 or more days before departure (in no event can we increase your price less than 10 days before departure).

For the avoidance of doubt, the rights set out in this Section 8 are not affected by the non-refundable and non-cancellable nature of Program fares under Section 7.

If a passenger would like to transfer a ticket to another person, it is our policy to facilitate a transfer only where the request is received more than forty-eight (48) hours before flight departure, for the reasons set out in Section 7.1. No transfer is permitted within forty-eight (48) hours of scheduled departure.

The new passenger will be required to provide the passenger information required by Section 4, to clear the screening described in Section 13, and to accept Carrier’s Conditions of Carriage as well as the terms of this Agreement, and Aero’s Terms of Service and Privacy Policy, in each case before the forty-eight (48) hour cutoff. Passengers should contact concierge@aero.com if they wish to transfer their ticket.

We recommend purchasing trip cancellation, health, and accident insurance from a reputable provider when traveling. This important, low-cost protection can save you money if you are forced to cancel or alter your trip. Outside the 24-Hour Policy in Section 7.1, Program reservations are non-refundable and cannot be cancelled, and no flight credit is issued, so travel insurance is strongly recommended.

Your payments are protected in part by a letter of credit that we have established with BNY Mellon, 1 North Bacton Hill Rd, Malvern, PA 19355. Unless you file a claim with us, or, if we are not available, with the securer within 60 days after the completion of the Charter, the securer will be released from all liability to you.

Aero is the principal and is responsible to the participants for all services offered in connection with the Charter. Aero is not responsible for personal injury or property damage caused by Carrier (or any substitute air carrier) or any other supplier of services offered in connection with the Charter.

Aero shall not be liable for failure to provide charter transportation due to a Force Majeure Event, except to the extent required under governmental regulation. For purposes of this Section 12, Force Majeure Event means an event outside of Aero’s reasonable control which includes, but is not limited to, weather conditions; mechanical breakdown; acts of government or airport authorities (e.g., Air Traffic Control delays, runway closures, airport construction, flow control/control programs); the refusal, withdrawal, delay or non-issue of any operating, landing, overflight or other permit by the authorities of the Bolivarian Republic of Venezuela or of any other state; the imposition or change of any sanctions, embargo or export control measure; acts of God; quarantine; strikes or labor unrest; civil commotions, embargoes, wars or other hostilities, whether actual, threatened or reported; government regulation, demand or requirement; damage to aircraft; emergency situations requiring care, protection or response to protect person or property; or any event that is not reasonably foreseen, predicted or anticipated by Aero.

Aero operates under the regulatory guidelines of a Part 135 air carrier. The Bolivarian Republic of Venezuela does not currently recognise the Part 380 public charter framework, and flights to the general aviation terminal at Simón Bolívar International Airport are authorised under temporary, per-flight permits issued by the Venezuelan aeronautical authorities.

Each Program flight requires a permit which is applied for in advance of departure and supported by a passenger manifest. The manifest, once filed, cannot be amended. Accordingly, no passenger may be added to, removed from, substituted on, or renamed on a Program flight within forty-eight (48) hours of scheduled departure, and sales for each flight close more than forty-eight (48) hours before departure.

It is the sole responsibility of the guest to hold a valid passport and any visa or entry authorisation required for travel to or from the Bolivarian Republic of Venezuela, and to comply with all entry, exit, health and customs requirements of both countries. All passenger information, including travel documents, must reach Aero more than forty-eight (48) hours before scheduled departure. Guests who cannot present the required documents may be denied boarding.

Carriage on Program flights is conditional on each passenger clearing the sanctions and regulatory screening that Aero is required to conduct, including screening against lists maintained by the U.S. Department of the Treasury’s Office of Foreign Assets Control. Aero and Carrier may refuse a booking or refuse carriage, at any time and without liability, to any passenger who does not clear that screening or in respect of whom Aero is unable to complete it. Where a booking is refused or cancelled on screening grounds before departure, Aero will refund the Charter Price in full to the original form of payment within fourteen (14) days.

Aero shall not be held liable for any inconvenience, cost, or damages incurred as a result of denied boarding by United States or Venezuelan authorities, or as a result of the refusal, withdrawal or non-issue of any permit. Guests are advised to verify their eligibility to travel prior to making travel arrangements.

This Agreement is governed by the laws of the State of California, except to the extent that the Convention for the Unification of Certain Rules for International Carriage by Air (Montreal, May 28, 1999) (the “Montreal Convention”) or, where the Montreal Convention does not apply, the Convention for the Unification of Certain Rules Relating to International Carriage by Air (Warsaw, October 12, 1929) as amended, governs the carriage. The Bolivarian Republic of Venezuela is not a party to the Montreal Convention; the application of each Convention to Program carriage is described in Section 3 of Carrier’s Conditions of Carriage for the Program.

Any claim against Aero or Carrier must be presented in writing within ten days of the date of Passenger’s return flight, and neither Aero nor Carrier is liable for any claims presented after such ten-day period; provided that this Section does not apply to, and shall not be construed to shorten, any notice period or limitation period applicable to a claim governed by either Convention, which claim is governed solely by the periods prescribed by that Convention. Any claims regarding baggage are governed by the terms contained in Carrier’s Conditions of Carriage.

Acceptance of this Agreement on our website is an acceptable form of agreement. This Agreement contains the entire agreement between the parties and it completely supersedes any prior written or oral agreements or representations. No reservation will be issued unless the Passenger accepts this Agreement.

For telephone sales in which the Passenger pays by credit card, Aero will send a copy of this Agreement by e-mail within 24 hours of accepting payment by credit card. Such passengers must accept this Agreement prior to travel, and are entitled to a full refund if they decide not to participate in the Charter after reviewing this Agreement.