These Terms of Service constitute a legally binding agreement (the “Agreement”) between you and XX Aviation LLC, a California limited liability company, along with its parents, subsidiaries, representatives, affiliates, officers and directors (collectively, “XX Aviation,” “we,” “us” or “our”) governing your use of the XX Aviation applications, websites, technology and platform (collectively, the “XX Aviation Platform”).

PLEASE BE ADVISED: THIS AGREEMENT CONTAINS PROVISIONS THAT GOVERN HOW CLAIMS BETWEEN YOU AND XX AVIATION CAN BE BROUGHT (SEE SECTION 18 BELOW).  THESE PROVISIONS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO: (1) WAIVE YOUR RIGHT TO A JURY TRIAL, AND (2) SUBMIT CLAIMS YOU HAVE AGAINST XX AVIATION TO BINDING AND FINAL ARBITRATION ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS, GROUP OR REPRESENTATIVE ACTION OR PROCEEDING. AS A MEMBER OF THE FLIGHT STAFF OR A FLIGHT STAFF APPLICANT, YOU HAVE AN OPPORTUNITY TO OPT OUT OF ARBITRATION WITH RESPECT TO CERTAIN SPECIFIED CLAIMS AS SET FORTH IN SECTION 18.

By entering into this Agreement and/or using or accessing the XX Aviation Platform, you expressly acknowledge that you understand this Agreement (including the dispute resolution and arbitration provisions contained in Section 18 below) and accept all of its terms. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS THE XX AVIATION PLATFORM OR ANY OF THE SERVICES PROVIDED THROUGH THE XX AVIATION PLATFORM. 

1.  THE XX AVIATION PLATFORM.

The XX Aviation Platform provides a platform where, among other things, persons who seek private air transportation (“Clients”) can fully customize their in-flight experience. After selecting their desired aircraft for travel, Clients may use the XX Aviation Platform to set their in-flight preferences which include, but are not limited to, flight attendant or flight staff (“Flight Staff”) preferences, food and beverage preferences, and cabin temperature and lighting preferences.  Clients may also use the XX Aviation Platform to submit information to their Flight Staff concerning other personal preferences, allergies, medical information, disability information or special requests. Clients, Flight Staff, and any other individuals using the XX Aviation Platform are collectively referred to herein as “Users,” and the services provided by Flight Staff to Clients in connection with or through the XX Aviation Platform, shall be referred to herein as “Flight Services.” “XX Aviation Services” shall include any service provided by XX Aviation pursuant to the XX Aviation Platform. 

As a User, you authorize XX Aviation to limit those Clients or Flight Staff visible to you when using the XX Aviation Platform based on factors such as your location, the location of the aircraft, the requested arrival/departure location, the estimated in-flight time, your destination, User preferences, regulatory or other third-party requirements, user statistics, and platform efficiency. Any decision by a User to offer or accept Flight Services is a decision made in such User’s sole discretion and any such Flight Services provided pursuant thereto constitute third party transactions that are separate and distinct from the XX Aviation Services. 

In any case, your use of XX Aviation Services through the XX Aviation Platform may be subject to additional agreements between you and XX Aviation as applicable to the particular service in the particular market (“Supplemental Agreements”). Please review any applicable Supplemental Agreements carefully. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF A SUPPLEMENTAL AGREEMENT, YOU MAY NOT USE XX AVIATION SERVICES IN SUCH MARKET. In the event of any conflict between this Agreement and the terms and conditions of any Supplemental Agreement, the terms of this Agreement shall control, unless such Supplemental Agreement specifically states otherwise.

2.  MODIFICATION OF THIS AGREEMENT.

XX Aviation reserves the right to modify the terms and conditions of this Agreement at any time, for any reason or no reason at all, with or without notice to you. XX Aviation further reserves the right to modify any information on pages referenced in this Agreement, by hyperlink or otherwise, from time to time, and such modifications shall become effective upon posting. Continued use of the XX Aviation Platform after any such changes shall constitute your acceptance of such changes. Unless material changes are made to the arbitration provisions herein, you agree that modification of this Agreement does not create a renewed opportunity to opt out of arbitration (if applicable).

3.  ELIGIBILITY

The XX Aviation Platform may only be used by individuals who have the right and authority to enter into this Agreement and are fully able and competent to satisfy the terms, conditions, and obligations herein. The XX Aviation Platform is not available to Users who have had their User account temporarily or permanently deactivated. You may not allow other persons to use your User account, you agree that you are the sole authorized user of your User account, and you may not use your User account on behalf of any third party, except as otherwise expressly permitted by XX Aviation. To use the XX Aviation Platform, each User shall create a User account. Each person may only create one User account, and XX Aviation reserves the right to deactivate any additional or duplicate accounts. Your participation in certain XX Aviation programs and use of certain XX Aviation Services and/or Flight Services may be subject to additional eligibility requirements as determined by XX Aviation, in its sole and absolute discretion.

BY BECOMING A USER, YOU REPRESENT AND WARRANT THAT YOU ARE AT LEAST 18 YEARS OLD. 

4.  CLIENT SUBSCRIPTION FEE. 

The XX Aviation Platform may be made available to you for no charge, although certain premium content or features relating to the XX Aviation Platform, the XX Aviation Services and/or the Flight Services may only be available for a fee (“Premium Services”). Access to Premium Services may require you to pay fees. Before you pay any fees, you will have an opportunity to review and accept the fees that you will be charged. All fees are in U.S. dollars, are non-refundable, and shall be paid by you immediately when due.  Fee information is subject to change, and XX Aviation may increase or decrease fees as it deems necessary. If XX Aviation changes the fees for Premium Services, including by adding additional fees or charges, XX Aviation will provide you with advance notice of those changes. If you do not accept these changes, XX Aviation may discontinue providing the Premium Services to you.  XX Aviation will facilitate your payment for Premium Services using the payment method you specify at the time of your purchase. As a Client, you agree that you shall provide a valid credit card or other authorized payment method to use the Premium Services.  You authorize all sums associated with the Premium Services you select to be charged to that payment method. The XX Aviation Platform may include functionality for activating, updating, or canceling recurring payments for periodic charges. If you activate or update recurring payments using the XX Aviation Platform, you authorize XX Aviation to periodically charge, on a going-forward basis and until cancellation, all accrued sums on or before the payment due date for the accrued sums. If you use the XX Aviation Platform to update or cancel any existing authorized one-time or recurring payment, it may take up to seven (7) business days for the update or cancellation to take effect.  Your selection to confirm any online payment via the XX Aviation Platform is your electronic signature and you agree that (i) this signature is the legal equivalent of your wet or manual signature and (ii) this transaction is equivalent to an in-person transaction where your payment method is physically present.  XX Aviation has no obligation to provide refunds or credits, but may grant them, in each case in XX Aviation’s sole discretion.

5.  APPLE END USER LICENSE AGREEMENT.

This paragraph applies to any version of the XX Aviation Platform that you acquire from the Apple App Store. This Agreement is entered into between you and XX Aviation. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the XX Aviation Platform. XX Aviation, not Apple, is solely responsible for the XX Aviation Platform and the content thereof as set forth hereunder. However, Apple and Apple’s subsidiaries are third-party beneficiaries of this Agreement. Upon your acceptance of this Agreement, Apple shall have the right (and will be deemed to have accepted the right) to enforce this Agreement against you as a third-party beneficiary thereof. This Agreement incorporates by reference Apple’s Licensed Application End User License Agreement, for purposes of which, you are “the end-user.” In the event of a conflict in the terms of the Licensed Application End User License Agreement and this Agreement, the terms of this Agreement shall control.

6.  CLIENT SERVICE CHARGES. 

As a Client, you further acknowledge and agree that your selection of Flight Services using the XX Aviation Platform will result in additional third-party charges (“Service Charges”) that are separate from the Subscription Fee and not paid to XX Aviation directly. All Service Charges will be billed directly to you by the operator of the aircraft you select (the “Operator”) in accordance with any terms of service or privacy policy adopted by them. Service Charges that may be incurred by you include, but are not limited to, rates owed to Flight Staff selected by you, expenses associated with food, beverages or other personal items requested by you, as well as fees associated with the delivery or procurement of such items, and other applicable fees, surcharges, taxes and any tips to the Flight Staff selected by you that you elect to pay. You acknowledge and agree that the Service Charges paid by you may vary in accordance with the nature of the Flight Services selected, availability, market rights, vendor policy or otherwise.  You acknowledge and agree that XX Aviation may adjust pricing for Flight Services offered through the XX Aviation Platform at any time, with or without notice to you. 

You are responsible for reviewing all price quotes associated with the Flight Services selected by you through the XX Aviation Platform and shall be responsible for all Service Charges incurred under your User account regardless of your awareness of such Service Charges or the amounts thereof. You are further responsible for familiarizing yourself with any terms of service or privacy policy adopted by the Operator. Any and all disputes regarding the Service Charges are solely between you and the Operator; XX Aviation will not participate in or be a party to any such disputes except as required by applicable law.

7.  FLIGHT STAFF POLICY.

If you are a Flight Staff member you are subject to the terms and conditions of any Flight Staff specific addendum, now existing or hereafter created. Such addendum shall form part of this Agreement between you and XX Aviation.

8.  XX AVIATION COMMUNICATIONS.

By entering into this Agreement or using the XX Aviation Platform, you agree to receive communications from us, our affiliates, or our third-party partners, via email and push notifications. Communications from XX Aviation, its affiliated companies and/or Flight Staff may include but are not limited to: operational communications concerning your User account or use of the XX Aviation Platform, XX Aviation Services, or Flight Services, updates concerning new and existing features on the XX Aviation Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning XX Aviation and industry developments. 

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY CONTACTING SUPPORT@XXAVIATION.COM OR CLICKING ON THE “UNSUBSCRIBE” LINK INCLUDE IN THOSE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL emails AS A CONDITION OF USING THE XX AVIATION PLATFORM OR RELATED SERVICES. 

9.  YOUR INFORMATION.

Your Information is any information you provide, publish or post, and any information provided on your behalf, to or through the XX Aviation Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any XX Aviation-related Facebook, Instagram, Twitter or other social media posting) (your “Information”). You consent to us using your Information to create a User account that will allow you to use the XX Aviation Platform, XX Aviation Services, and participate in the Flight Services. Our collection and use of personal information in connection with the XX Aviation Platform, XX Aviation Services, and Flight Services is as provided in XX Aviation’s Privacy Policy set forth below, as well as any state-specific privacy addendum applicable to you. You are solely responsible for your Information and your interactions with other members of the public, and we act only as a passive conduit for your online posting of your Information. You agree to provide and maintain accurate, current and complete Information and that we and other members of the public may rely on your Information as accurate, current and complete. To enable XX Aviation to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the XX Aviation Platform, XX Aviation Services, or Flight Services you grant to us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, transferable, sub-licensable (through multiple tiers) right and license to exercise the copyright, publicity, and database rights you have in your Information, and to use, copy, perform, display and distribute such Information to prepare derivative works, or incorporate into other works, such Information, in any media now known or not currently known. XX Aviation does not assert any ownership over your Information; rather, as between you and XX Aviation, subject to the rights granted to us in this Agreement, you retain full ownership of all of your Information and any intellectual property rights or other proprietary rights associated with your Information.

10.  PROMOTIONS, REFERRALS, AND LOYALTY PROGRAMS.

XX Aviation, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. XX Aviation reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that XX Aviation determines or believes that the redemption of the promotion or receipt of the credit or benefit was in error, fraudulent, illegal, or in violation of the applicable promotion or program terms or this Agreement. XX Aviation reserves the right to terminate, discontinue, modify or cancel any promotions or programs at any time and in its sole discretion without notice to you.

11.  RESTRICTED ACTIVITIES.

With respect to your use of the XX Aviation Platform, XX Aviation Services, and your participation in the Flight Services, you agree that you will not:

1. impersonate any person or entity;

2. stalk, threaten, or otherwise harass any person, or carry any weapons;

3. violate any law, statute, rule, permit, ordinance or regulation;

4. interfere with or disrupt the XX Aviation Platform or the servers or networks connected to the XX Aviation Platform;

5. post Information on or interact with the XX Aviation Platform, XX Aviation Services, or Flight Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;

6. use the XX Aviation Platform in any way that infringes any third party’s rights, including: intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;

7. post, email or otherwise transmit any malicious code, files or programs designed to interrupt, damage, destroy or limit the functionality of the XX Aviation Platform or any computer software or hardware or telecommunications equipment or surreptitiously intercept or expropriate any system, data or personal information;

8. forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the XX Aviation Platform;

9. “frame” or “mirror” any part of the XX Aviation Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;

10. modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the XX Aviation Platform;

11. rent, lease, lend, sell, redistribute, license or sublicense the XX Aviation Platform or access to any portion of the XX Aviation Platform;

12. use any robot, spider, site search/retrieval application, or other manual or automatic device or process to retrieve, index, scrape, “data mine”, copy, access, acquire information, generate impressions or clicks, input or store information, search, monitor any portion of the XX Aviation Platform, or in any way reproduce or circumvent the navigational structure or presentation of the XX Aviation Platform or its contents;

13. link directly or indirectly to any other websites;

14. transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;

15. use a false email address or other identifying information, impersonate or misrepresent any person or entity, or your affiliation with any person or entity, or otherwise omit, misrepresent, or mislead as to the origin or source of any entity accessing the XX Aviation Platform;

16. discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity or expression, physical or mental disability, medical condition, marital status, age or sexual orientation;

17. commercialize the Flight Services or our XX Aviation Services without an agreement directly with XX Aviation;

18. misuse or abuse the Flight Services or our XX Aviation Services in violation of eligibility requirements as determined by XX Aviation;

19. violate XX Aviation’s Policy Against Sexual Assault, Misconduct, and Harassment;

20. circumvent any measures implemented by XX Aviation to prevent or address violations of this Agreement; or

21. cause any third party to engage in the restricted activities above.

Should you suspect that any unauthorized party may be using your User account or you suspect any other breach of security or violation of this Agreement, you agree to notify us immediately.

12. FLIGHT STAFF REPRESENTATIONS, WARRANTIES AND AGREEMENTS.

By providing Flight Services as a member of the Flight Staff through the XX Aviation Platform, you represent, warrant, and agree that:

1. You possess all certifications, licenses, approvals and authorities necessary to render such services, and are authorized and medically fit to do so, in all jurisdictions in which you provide Flight Services.

2. Provision of the Flight Services by you will not result in a breach of any other agreement or obligation to which you are subject to. 

3. You will not engage in reckless behavior while providing Flight Services, permit an unauthorized third party to accompany you while providing Flight Services, provide Flight Services while under the influence of alcohol or drugs, or take action that harms or threatens to harm the safety of any Clients, the XX Aviation community or third parties.

4. You will not attempt to defraud XX Aviation or its Clients on the XX Aviation Platform or in connection with your provision of Flight Services. If we suspect that you have engaged in fraudulent activity, we may suspend your User account and take any other action against you available under the law.

5. You will not discriminate against Clients with disabilities. You will make reasonable accommodations as required by law for Clients who travel with their service animals or who use wheelchairs (or other mobility devices).

6. You agree that we may obtain information about you, including your criminal and driving records, and you agree to provide any further necessary authorizations to facilitate our access to such records during the term of the Agreement.

7. You will pay all applicable federal, state and local taxes based on your provision of Flight Services and any payments received by you.

8. You will comply with XX Aviation’s reasonable requests to provide information in connection with Client complaints, law enforcement requests, or any other incident.

13.  INTELLECTUAL PROPERTY.

All intellectual property rights in and to the XX Aviation Platform shall be owned by XX Aviation absolutely and in their entirety. These rights include database rights, inventions and patentable subject-matter, patents, copyright, design rights (whether registered or unregistered), trademarks (whether registered or unregistered) and other similar rights wherever existing in the world together with the right to apply for protection of the same. All other trademarks, logos, service marks, company or product names set forth in the XX Aviation Platform are the property of their respective owners. You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information (“Submissions”) provided by you to us are non-confidential and shall become the sole property of XX Aviation. XX Aviation shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you. Except for the explicit license grants hereunder, nothing in this Agreement shall be construed to transfer ownership of or grant a license under any intellectual property rights.

The “XX AVIATION” name and all other XX Aviation logos, designs, graphics, icons, scripts and service names are trademarks (registered or unregistered) or trade dress of XX Aviation in the United States and/or other countries (collectively, the “XX Aviation Marks”). If you provide Flight Services as a member of the Flight Staff, XX Aviation grants to you, during the term of this Agreement, and subject to your compliance with the terms and conditions of this Agreement, a limited, revocable, non-exclusive license to display and use the XX Aviation Marks solely in connection with your use of the XX Aviation Platform and provision of the Flight Services (“License”). The License is non-transferable and non-assignable, and you shall not grant to any third party any right, permission, license or sublicense with respect to any of the rights granted hereunder without XX Aviation’s prior written permission, which it may withhold in its sole discretion. The XX Aviation Marks may not be used in any manner that is likely to cause confusion, including but not limited to: use of any XX Aviation Mark in a domain name, or as all or part of a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as a member of the Flight Staff on the XX Aviation Platform, but may not misidentify yourself as XX Aviation, an employee of XX Aviation, or a representative or agent of XX Aviation.

You acknowledge that XX Aviation is the owner and licensor of the XX Aviation Marks, including all goodwill associated therewith, and that your use of any XX Aviation Mark will confer no interest in or ownership of the XX Aviation Marks in you but rather inures to the benefit of XX Aviation. You agree to use the XX Aviation logo strictly in accordance with any brand guidelines provided to you by XX Aviation, as the same may be revised from time to time, and to immediately cease any use that XX Aviation determines to be nonconforming or otherwise unacceptable in its sole and absolute discretion.

You agree that you will not: (1) create any materials that use the XX Aviation Marks or any derivatives of the XX Aviation Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by XX Aviation in writing; (2) use the XX Aviation Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the XX Aviation Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair XX Aviation’s rights as owner of the XX Aviation Marks or the legality and/or enforceability of the XX Aviation Marks, including, challenging or opposing XX Aviation’s ownership in the XX Aviation Marks; (4) apply for trademark registration or renewal of trademark registration of any of the XX Aviation Marks, any derivative of the XX Aviation Marks, any combination of the XX Aviation Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the XX Aviation Marks; (5) use the XX Aviation Marks on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard.

Violation of any provision of this License may result in immediate termination of the License, in XX Aviation’s sole discretion, a takedown request sent to the appropriate ISP, or social media platform, and/or a Uniform Domain-Name Dispute-Resolution Policy Proceeding (or equivalent proceeding). If you create any materials (physical or digital) bearing the XX Aviation Marks (in violation of this Agreement or otherwise), you agree that upon their creation XX Aviation exclusively owns all right, title and interest in and to such materials, including any modifications to the XX Aviation Marks or derivative works based on the XX Aviation Marks or XX Aviation copyrights. You further agree to assign any interest or right you may have in such materials to XX Aviation, and to provide information and execute any documents as reasonably requested by XX Aviation to enable XX Aviation to formalize such assignment.

XX Aviation respects the intellectual property of others, and expects Users to do the same. If you believe, in good faith, that any materials on the XX Aviation Platform infringe upon your copyrights, contact us at support@xxaviation.com.

14.  DISCLAIMERS.

The following disclaimers are made on behalf of XX Aviation, our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, and shareholders.

XX Aviation does not provide transportation services, and XX Aviation is not a transportation carrier. XX Aviation is not a common carrier or public carrier. We cannot ensure that your transportation on the aircraft selected by you will occur, and we have no control over the operation, suitability, quality or safety of the aircraft, the transportation or in-cabin experience that you will receive in connection with your use of the XX Aviation Services and selection of Flight Services. Any safety-related feature, process, policy, standard, or other effort undertaken by XX Aviation is not an indication of any employment or agency relationship with any User.

The XX Aviation Platform is provided on an “as is” basis and without any warranty or condition, express, implied or statutory. We do not guarantee and do not promise any specific results from use of the XX Aviation Platform, XX Aviation Services and/or Flight Services, including the ability to provide or receive Flight Services at any given location or time. XX Aviation reserves the right, for example, to limit or eliminate access to the XX Aviation Platform for Flight Services and/or XX Aviation Services in specific geographic areas and/or at specific times based on commercial viability, public health concerns, or changes in law. To the fullest extent permitted by law, we specifically disclaim any implied warranties of title, merchantability, fitness for a particular purpose and non-infringement. Some states do not allow the disclaimer of implied warranties, so the foregoing disclaimer may not apply to you.

We do not warrant that your use of the XX Aviation Platform, XX Aviation Services or Flight Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the XX Aviation Platform will be corrected, or that the XX Aviation Platform is free of viruses or other harmful components. We disclaim liability for, and no warranty is made with respect to, connectivity, availability, accuracy, completeness, and reliability of the XX Aviation Platform, XX Aviation Services or Flight Services, including with respect to estimated times of arrival and routing services. You are responsible at all times for your conduct and the consequences of your conduct while using the XX Aviation Platform.

We cannot guarantee that each User is who he or she claims to be. Please use common sense when using the XX Aviation Platform, XX Aviation Services, Third-Party Services, and Flight Services. Please note that there are also risks of dealing with underage persons or people acting under false pretense, and we do not accept responsibility or liability for any content, communication or other use or access of the XX Aviation Platform by persons under the age of 18 in violation of this Agreement. 

XX Aviation is not responsible for the conduct, whether online or offline, of any User of the XX Aviation Platform, XX Aviation Services or Flight Services. You are solely responsible for your interactions with other Users. We do not procure insurance for, nor are we responsible for, personal belongings left in the aircraft by Flight Staff or Clients. By using the XX Aviation Platform, XX Aviation Services and participating in the Flight Services, you agree to accept such risks and agree that XX Aviation is not responsible for the acts or omissions of Users on the XX Aviation Platform, XX Aviation Services or participating in the Flight Services.

You are responsible for the use of your User account and XX Aviation expressly disclaims any liability arising from the unauthorized use of your User account.

It is possible for others to obtain information about you that you provide, publish or post to or through the XX Aviation Platform (including any profile information you provide), send to other Users, or share during the Flight Services, and to use such information to harass or harm you. We are not responsible for the use of any personal information that you disclose to other Users on the XX Aviation Platform or through the Flight Services or XX Aviation Services. Please carefully select the type of information that you post on the XX Aviation Platform or through the Flight Services, XX Aviation Services, or Third-Party Services or release to others. We disclaim all liability, regardless of the form of action, for the acts or omissions of other Users (including unauthorized users, or “hackers”).

Opinions, advice, statements, offers, or other information or content concerning XX Aviation or made available through the XX Aviation Platform, but not directly by us, are those of their respective authors, and should not necessarily be relied upon. Such authors are solely responsible for such content. Under no circumstances will we be responsible for any loss or damage resulting from your reliance on information or other content posted by third parties, whether on the XX Aviation Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the XX Aviation Platform and remove any such material that in our sole opinion violates, or is alleged to violate, the law or this agreement or which might be offensive, illegal, or that might violate the rights, harm, or threaten the safety of Users or others.

XX Aviation advises you to use the XX Aviation Platform with a data plan with unlimited or very high data usage limits, and XX Aviation shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the XX Aviation Platform.

XX Aviation shall not be in breach of this Agreement nor liable for failure or delay in performing obligations under this Agreement if such failure or delay results from events, circumstances or causes beyond its reasonable control including (without limitation) natural disasters or acts of God; labor disputes or stoppages; war; government action; epidemic or pandemic; chemical or biological contamination; strikes; riots; acts of domestic or international terrorism; quarantines; national or regional emergencies; or any other cause, whether similar in kind to the foregoing or otherwise, beyond the party’s reasonable control. The parties hereby agree, when feasible, not to cancel but reschedule the pertinent obligations as soon as practicable after the force majeure condition ceases to exist.

15.  INDEMNITY.

You will indemnify and hold harmless and, at XX Aviation’s election, defend XX Aviation including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, or shareholders (collectively, the “Indemnified Parties”) from and against any claims, actions, suits, losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of the XX Aviation Platform, XX Aviation Services and participation in the Flight Services, including: (1) your breach of this Agreement or the documents it incorporates by reference; (2) your violation of any law or the rights of a third party, including, Flight Staff and Clients, as a result of your own interaction with such third party; (3) any allegation that any materials or Information that you submit to us or transmit through the XX Aviation Platform or to us infringes, misappropriates, or otherwise violates the copyright, trademark, trade secret or other intellectual property or other rights of any third party; (4) your provision of Flight Services as a member of the Flight Staff; and/or (5) any other activities in connection with the XX Aviation Platform, XX Aviation Services or Flight Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without XX Aviation’s prior written consent, agree to any settlement on behalf of any Indemnified Party which includes either the obligation to pay any monetary amounts, or any admissions of liability, whether civil or criminal, on the part of any Indemnified Party.

16.  LIMITATION OF LIABILITY.

IN NO EVENT WILL XX AVIATION, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR members (COLLECTIVELY “XX AVIATION” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR INDIRECT DAMAGES (INCLUDING DAMAGES FOR DELETION, CORRUPTION, LOSS OF DATA, LOSS OF PROGRAMS, FAILURE TO STORE ANY INFORMATION OR OTHER CONTENT MAINTAINED OR TRANSMITTED BY THE XX AVIATION PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE XX AVIATION PLATFORM, XX AVIATION SERVICES, THE FLIGHT SERVICES, OR THIS AGREEMENT, HOWEVER ARISING INCLUDING NEGLIGENCE, EVEN IF WE OR OUR AGENTS OR REPRESENTATIVES KNOW OR HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE XX AVIATION PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, TRANSPORTATION-RELATED SERVICES, GOODS, OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT XX AVIATION HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, TRANSPORTATION-RELATED SERVICES, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, XX AVIATION HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON TRANSPORTATION, TRANSPORTATION-RELATED SERVICES, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT, ARRANGED THROUGH THE XX AVIATION PLATFORM OR ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD-PARTY PROVIDER. CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

17.  TERM AND TERMINATION.

This Agreement is effective upon your acceptance of this Agreement. This Agreement may be terminated: (a) by User, without cause, upon seven (7) days’ prior written notice to XX Aviation; or (b) by either Party immediately, without notice, upon the other Party’s material breach of this Agreement. In addition, XX Aviation may terminate this Agreement or deactivate your User account immediately in the event: (1) you are no longer eligible to qualify as a User; (2) you no longer qualify to provide Flight Services under applicable law, rule, permit, ordinance or regulation; (3) you fall below XX Aviation’s star rating or cancellation threshold; or (4) XX Aviation has the good faith belief that such action is necessary to protect the safety of the XX Aviation community or third parties. For all other breaches of this Agreement, you will be provided notice and an opportunity to cure the breach. If the breach is cured in a timely manner and to XX Aviation’s satisfaction, this Agreement will not be permanently terminated. Sections 6, 9, 12, 13 (with respect to any license granted thereunder), and 14-20 shall survive any termination or expiration of this Agreement.

18.  DISPUTE RESOLUTION AND ARBITRATION Agreement.

(a) You Agree to Submit to Binding Arbitration with XX Aviation in the Event of a Dispute. 

YOU AND XX AVIATION MUTUALLY AGREE TO WAIVE YOUR RESPECTIVE RIGHT TO PURSUE RESOLUTION OF ANY DISPUTE ARISING UNDER THIS AGREEMENT IN A COURT OF LAW BY A JUDGE OR JURY AND AGREE TO RESOLVE ANY DISPUTE BY ARBITRATION, as set forth below. This agreement to arbitrate (“Arbitration Agreement”) is governed by the Federal Arbitration Act (“FAA”); but if the FAA is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of California without regard to any choice of law principles. This Arbitration Agreement survives after the Agreement terminates or your relationship with XX Aviation ends. ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED. Except as expressly provided below, this Arbitration Agreement applies to all Claims (defined below) between you and XX Aviation, including our affiliates, subsidiaries, parents, successors and assigns, and each of our respective officers, directors, employees, agents, members or interest holders. This Arbitration Agreement also applies to claims between you and XX Aviation’s service providers; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement.

Except as expressly provided below, ALL DISPUTES AND CLAIMS BETWEEN US (EACH A “CLAIM” AND COLLECTIVELY, THE “CLAIMS”) SHALL BE EXCLUSIVELY RESOLVED BY BINDING ARBITRATION SOLELY BETWEEN YOU AND XX AVIATION. These Claims include, but are not limited to, any dispute, claim or controversy, whether based on past, present, or future events, arising out of or relating to: (i) this Agreement and prior versions thereof (including the breach, termination, enforcement, interpretation or validity thereof), (ii) the XX Aviation Platform, XX Aviation Services or Flight Services, (iii) any promotions, gift cards, referrals or loyalty programs offered by XX Aviation, (iv) any other goods or services made available through the XX Aviation Platform by XX Aviation or a third-party provider, (v) your relationship with XX Aviation, (vi) the threatened or actual suspension, deactivation or termination of your User account or this Agreement, (vii) any background check performed by or on XX Aviation’s behalf, (viii) payments made by you to any service provider in connection with Flight Services received, (ix) any promotions or offers made by XX Aviation, (x) any city, county, state or federal wage-hour law, trade secrets, unfair competition, compensation, breaks and rest periods, expense reimbursement, wrongful termination, discrimination, harassment, retaliation, fraud, defamation, emotional distress, breach of any express or implied contract or covenant, claims arising under federal or state consumer protection laws, (xi) all antitrust laws, the Telephone Consumer Protection Act and Fair Credit Reporting Act, (xii) the Uniform Trade Secrets Act, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Older Workers Benefit Protection Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act of 1974 (except for individual claims for employee benefits under any benefit plan sponsored by XX Aviation and covered by the Employee Retirement Income Security Act of 1974 or funded by insurance), and state statutes, if any, addressing the same or similar subject matters, and all other federal and state statutory and common law claims. All disputes concerning the arbitrability of a Claim (including disputes about the scope, applicability, enforceability, revocability or validity of the Arbitration Agreement) shall be decided by the arbitrator, except as expressly provided below.

BY AGREEING TO ARBITRATION, YOU UNDERSTAND THAT YOU AND XX AVIATION ARE WAIVING THE RIGHT TO SUE IN COURT OR HAVE A JURY TRIAL FOR ALL CLAIMS, EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS ARBITRATION AGREEMENT. This Arbitration Agreement is intended to require arbitration of every claim or dispute that can lawfully be arbitrated, except for those claims and disputes which by the terms of this Arbitration Agreement are expressly excluded from the requirement to arbitrate.

(b) Prohibition of Class Actions and Non-Individualized Relief.

YOU UNDERSTAND AND AGREE THAT YOU AND XX AVIATION MAY EACH BRING CLAIMS IN ARBITRATION AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT ON A CLASS, COLLECTIVE ACTION, OR REPRESENTATIVE BASIS (“CLASS ACTION WAIVER”). YOU UNDERSTAND AND AGREE THAT YOU AND XX AVIATION BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE OR REPRESENTATIVE PROCEEDING. NOTWITHSTANDING THE FOREGOING, THIS SUBSECTION (B) SHALL NOT APPLY TO REPRESENTATIVE PRIVATE ATTORNEYS GENERAL ACT CLAIMS BROUGHT AGAINST XX AVIATION, WHICH ARE ADDRESSED SEPARATELY IN SECTION 18(C).

The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on any basis other than an individual basis. The arbitrator shall have no authority to consider or resolve any Claim or issue any relief on a class, collective, or representative basis. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims.

Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the interpretation, applicability, or enforceability of the Class Action Waiver may be resolved only by a court and not by an arbitrator. In any case in which: (1) the dispute is filed as a class, collective, or representative action and (2) there is a final judicial determination that the Class Action Waiver is unenforceable with respect to any Claim or any particular remedy for a Claim (such as a request for public injunctive relief), then that Claim or particular remedy (and only that Claim or particular remedy) shall be severed from any remaining claims and/or remedies and may be brought in a court of competent jurisdiction, but the Class Action Waiver shall be enforced in arbitration on an individual basis as to all other Claims or remedies to the fullest extent possible.

(c) Representative PAGA Waiver.

Notwithstanding any other provision of this Agreement or the Arbitration Agreement, to the fullest extent permitted by law: (1) you and XX Aviation agree not to bring a representative action on behalf of others under the Private Attorneys General Act of 2004 (“PAGA”), California Labor Code § 2698 et seq., in any court or in arbitration, and (2) for any claim brought on a private attorney general basis, including under the California PAGA, both you and XX Aviation agree that any such dispute shall be resolved in arbitration on an individual basis only (i.e., to resolve whether you have personally been aggrieved or subject to any violations of law), and that such an action may not be used to resolve the claims or rights of other individuals in a single or collective proceeding (i.e., to resolve whether other individuals have been aggrieved or subject to any violations of law) (collectively, “representative PAGA Waiver”). Notwithstanding any other provision of this Agreement, the Arbitration Agreement or the AAA Rules, disputes regarding the scope, applicability, enforceability, revocability or validity of this representative PAGA Waiver may be resolved only by a civil court of competent jurisdiction and not by an arbitrator. If any provision of this representative PAGA Waiver is found to be unenforceable or unlawful for any reason: (i) the unenforceable provision shall be severed from this Agreement; (ii) severance of the unenforceable provision shall have no impact whatsoever on the Arbitration Agreement or the requirement that any remaining Claims be arbitrated on an individual basis pursuant to the Arbitration Agreement; and (iii) any such representative PAGA or other representative private attorneys general act claims must be litigated in a civil court of competent jurisdiction and not in arbitration. To the extent that there are any Claims to be litigated in a civil court of competent jurisdiction because a civil court of competent jurisdiction determines that the representative PAGA Waiver is unenforceable with respect to those Claims, the Parties agree that litigation of those Claims shall be stayed pending the outcome of any individual Claims in arbitration.

(d) Rules Governing the Arbitration.

Any arbitration conducted pursuant to this Arbitration Agreement shall be administered by the American Arbitration Association (“AAA”) before a single arbitrator pursuant to its Consumer Arbitration Rules that are in effect at the time the arbitration is initiated, as modified by the terms set forth in this Agreement. Copies of these rules can be obtained at the AAA’s website (www.adr.org) (the “AAA Rules”). Notwithstanding the foregoing, if requested by you and if proper based on the facts and circumstances of the Claims presented, the arbitrator shall have the discretion to select a different set of AAA Rules, but in no event shall the arbitrator consolidate more than one person’s Claims, or otherwise preside over any form of representative, collective, or class proceeding. The parties may select a different arbitration administrator upon mutual written agreement.

As part of the arbitration, both you and XX Aviation will have the opportunity for reasonable discovery of non-privileged information that is relevant to the Claim. The arbitrator may award any individualized remedies that would be available in court. The arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claims. The arbitrator will provide a reasoned written statement of the arbitrator’s decision which shall explain the award given and the findings and conclusions on which the decision is based.

The arbitrator will decide the substance of all claims in accordance with applicable law and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different clients of similar organizations or flight attendants or related personnel but is bound by rulings in prior arbitrations involving the same Client or Flight Staff (as defined by this Agreement) to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof, provided that any award may be challenged in a court of competent jurisdiction.

(e) Arbitration Fees and Awards.

The payment of filing and arbitration fees will be governed by the relevant AAA Rules subject to the following modifications:

1. Except as provided in Federal Rule of Civil Procedure 68 or any state equivalents, each party shall pay its own attorneys’ fees and pay any costs that are not unique to the arbitration (i.e., costs that each party would incur if the claim(s) were litigated in a court such as costs to subpoena witnesses and/or documents, take depositions and purchase deposition transcripts, copy documents, etc.).

2. At the end of any arbitration, the arbitrator shall award reasonable fees and costs or any portion thereof to the prevailing party, to the extent authorized by applicable law.

(f) Location and Manner of Arbitration.

Any arbitration hearings between XX Aviation and a Client and/or a member of the Flight Staff will take place in Los Angeles County, California.

(g) Exceptions to Arbitration.

This Arbitration Agreement shall not require arbitration of the following types of claims: (1) small claims actions brought on an individual basis that are within the scope of such small claims court’s jurisdiction; (2) a representative action brought on behalf of others under PAGA or other private attorneys general acts, to the extent the representative PAGA Waiver in Section 18(c) of such action is deemed unenforceable by a court of competent jurisdiction under applicable law not preempted by the FAA; (3) claims for workers’ compensation, state disability insurance and unemployment insurance benefits; (4) claims that may not be subject to arbitration as a matter of generally applicable law not preempted by the FAA; and (5) individual claims of sexual assault or sexual harassment in connection with the use of the XX Aviation Platform, XX Aviation Services, or Flight Services. Where these claims are brought in a court of competent jurisdiction, XX Aviation will not require arbitration of those claims. XX Aviation’s agreement not to require arbitration of these claims does not waive the enforceability of any other provision of this Arbitration Agreement (including without limitation the waivers provided in Section 18(b)), or of the enforceability of this Arbitration Agreement as to any other dispute, claim, or controversy.

Nothing in this Arbitration Agreement prevents you from making a report to or filing a claim or charge with the Equal Employment Opportunity Commission, U.S. Department of Labor, Securities Exchange Commission, National Labor Relations Board (“NLRB”), or Office of Federal Contract Compliance Programs, or similar local, state or federal agency, and nothing in this Arbitration Agreement shall be deemed to preclude or excuse a party from bringing an administrative claim before any agency in order to fulfill the party's obligation to exhaust administrative remedies before making a claim in arbitration However, should you bring an administrative claim, you may only seek or recover money damages of any type pursuant to this Arbitration Provision, and you knowingly and voluntarily waive the right to seek or recover money damages of any type pursuant to any administrative complaint, except for a complaint issued by the NLRB. Should you participate in an NLRB proceeding, you may only recover money damages if such recovery does not arise from or relate to a claim previously adjudicated under this Arbitration Provision or settled by you. Similarly, you may not recover money damages under this Arbitration Provision if you have already adjudicated such claim with the NLRB. Nothing in this Agreement or Arbitration Agreement prevents your participation in an investigation by a government agency of any report, claim or charge otherwise covered by this Arbitration Provision.

(h) Severability.

Except as otherwise provided in the severability provisions in subsections (b) and (c) above, in the event that any portion of this Arbitration Agreement is deemed illegal or unenforceable under applicable law not preempted by the FAA, such provision shall be severed and the remainder of the Arbitration Agreement shall be given full force and effect.

(l) Binding Effect; Third-Party Beneficiaries.

This Arbitration Agreement shall be binding upon, and shall include any claims brought by or against any third parties, including but not limited to your spouses, heirs, third-party beneficiaries and permitted assigns, where their underlying claim(s) arise out of or relate to your use of the XX Aviation Platform, XX Aviation Services, or Flight Services. To the extent that any third-party beneficiary to this Agreement brings claims against a party, those claims shall also be subject to this Arbitration Agreement.

19.  CONFIDENTIALITY.

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to XX Aviation’s business, operations and properties, information about a User made available to you in connection with such User’s use of the XX Aviation Platform, which may include the User’s name, location, contact information and photo (“Confidential Information”) disclosed to you by XX Aviation for your own use or for any purpose other than as contemplated herein. You shall not disclose or permit disclosure of any Confidential Information to third parties, and you agree not to store separate and outside of the XX Aviation Platform any Confidential Information obtained from the XX Aviation Platform. As a member of the Flight Staff, you understand that some of the Confidential Information you receive may be protected by federal and/or state confidentiality laws, such as the Health Information Portability and Accountability Act of 1996 (“HIPAA”), governing the privacy and security of protected (patient) health information. In the event that you know a Client, you should not disclose to anyone the identity of the Client or their location, as this could violate applicable law. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or state confidentiality laws and could result in civil or criminal penalties against you. You agree to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of XX Aviation in order to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to XX Aviation with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by XX Aviation or has entered the public domain through no fault of yours; was known to you, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; is disclosed with the prior written approval of XX Aviation; becomes known to you, without restriction, from a source other than XX Aviation without breach of this Agreement by you and otherwise not in violation of XX Aviation’s rights; or is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that You shall provide prompt notice of such court order or requirement to XX Aviation to enable XX Aviation to seek a protective order or otherwise prevent or restrict such disclosure.

20.  RELATIONSHIP WITH XX AVIATION.

As a member of the Flight Staff on the XX Aviation Platform, you acknowledge and agree that you and XX Aviation are in a direct business relationship, and the relationship between the parties under this Agreement is solely that of independent contracting parties. You and XX Aviation expressly agree that (1) this is not an employment agreement and does not create an employment relationship between you and XX Aviation; and (2) no joint venture, franchisor, franchisee, partnership, or agency relationship is intended or created by this Agreement. You have no authority to bind XX Aviation, and you undertake not to hold yourself out as an employee, agent or authorized representative of XX Aviation.

XX Aviation does not, and shall not be deemed to, direct or control you generally or in your performance under this Agreement specifically, including in connection with your provision of Flight Services, your acts or omissions, or your operation and maintenance of your vehicle. You retain the sole right to determine when, where, and for how long you will utilize the XX Aviation Platform. XX Aviation does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to utilize the XX Aviation Platform. You retain the option to accept or to decline or ignore a Client’s request for Flight Services via the XX Aviation Platform, or to cancel an accepted request for Flight Services via the XX Aviation Platform, subject to XX Aviation’s then-current cancellation policies. XX Aviation does not, and shall not be deemed to, require you to accept any specific request for Flight Services as a condition of maintaining access to the platform. You acknowledge and agree that you have complete discretion to provide Flight Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Flight Services to other companies, and that XX Aviation does not, and shall not be deemed to, restrict you from engaging in any such activity.

21.  GENERAL.

Except as provided in Section 18, this Agreement shall be governed by the laws of the State of California without regard to any choice of law principles. This choice of law provision is only intended to specify the use of California law to interpret this Agreement and is not intended to create any other substantive right to non-Californians to assert claims under California law whether by statute, common law, or otherwise. If any provision of this Agreement is or becomes invalid or non-binding, the parties shall remain bound by all other provisions of this Agreement. In that event, the parties shall replace the invalid or non-binding provision with provisions that are valid and binding and that have, to the greatest extent possible, a similar effect as the invalid or non-binding provision, given the contents and purpose of this Agreement. You agree that this Agreement and all incorporated agreements may be automatically assigned by XX Aviation, in our sole discretion by providing notice to you. You may not assign this Agreement without XX Aviation’s prior written approval. Any purported assignment by you in violation of this Section 21 shall be void. Except as explicitly stated otherwise, any notices to XX Aviation shall be given by certified mail, postage prepaid and return receipt requested to XX Aviation, LLC, 21 Union Jack Street, #3 Marina Del Rey, CA 90292. Any notices to you shall be provided to you through the XX Aviation Platform or given to you via the email address or physical address you provide to XX Aviation during the registration process. Headings are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section. The words “include”, “includes” and “including” are deemed to be followed by the words “without limitation”. A party’s failure to act with respect to a breach by the other party does not constitute a waiver of the party’s right to act with respect to subsequent or similar breaches, any such waiver shall be in writing. This Agreement sets forth the entire understanding and agreement between you and XX Aviation with respect to the subject matter hereof and supersedes all previous understandings and agreements between the parties, whether oral or written.

If you have any questions regarding the XX Aviation Platform, XX Aviation Services, or Flight Services, please contact us at support@xxaviation.com.