The Vaunt Platform provides a marketplace where, among other things, subscribers (“Passengers”) can request empty leg flights (“Flights”) offered by on-demand commercial aircraft operators. The private aviation services provided by operators to Passengers, and any other services provided by operators, in connection with the Vaunt Platform, shall collectively be referred to herein as “Aviation Services” and the providers thereof “Operators.” “Vaunt Services” shall include any service provided by Vaunt pursuant to the Vaunt Platform (for clarity, Vaunt Services does not include Aviation Services or Third-Party Services). You, Operators, Passengers, and any other individuals, excluding any Excluded Individuals, using the Vaunt Platform are collectively referred to herein as “Users.” Any decision by a User to offer or accept Aviation Services is a decision made in such User’s sole discretion. A separate agreement is formed between Operators and Passengers when the Passenger accepts the offered Aviation Services. As used herein, “Excluded Individuals” means any individual who is registering to use the Vaunt Platform or whose use of the Vaunt Platform is on behalf of an organization contracted with Vaunt, except as a Passenger or Operator. Vaunt is an air charter broker acting as an agent for Operators in arranging Flights under this Agreement.

VAUNT IS NOT AN AIR CARRIER AND DOES NOT OPERATE ANY AIRCRAFT OR ASSUME ANY LIABILITY RELATING TO THE OPERATION OF ANY AIRCRAFT. THESE TERMS DO NOT CONSTITUTE A CONTRACT FOR CARRIAGE BETWEEN YOU AND US. ALL FLIGHTS ARRANGED OR BOOKED UNDER THIS AGREEMENT WILL BE FLOWN BY AN OPERATOR SUBJECT TO THE OPERATOR’S RULES AND REGULATIONS (“OPERATOR’S TERMS”). IN THE EVENT OF ANY CONFLICT BETWEEN THESE TERMS AND THE OPERATOR’S TERMS, THESE TERMS SHALL CONTROL THE EXTENT SUCH CONFLICT PERTAINS TO THE RELATIONSHIP BETWEEN YOU AND US. OPERATORS ARE NOT ACTUAL OR APPARENT AGENTS OF VAUNT IN ANY WAY. THE ARBITRATION AGREEMENT IN SECTION 17 SHALL APPLY INSTEAD OF THE TERMS OF ANY OPERATOR FOR ALL PURPOSES EXCEPT WITH RESPECT TO CLAIMS THAT ARE SOLELY AGAINST THE OPERATOR.

WE DO NOT GUARANTEE THE AVAILABILITY OF ANY AIR TRANSPORTATION SERVICES. FLIGHTS DISPLAYED IN THE VAUNT APP ARE NOT SCHEDULED FLIGHTS AND ARE SUBJECT TO CHANGE UNTIL RECEIPT OF A WRITTEN BOOKING CONFIRMATION. DEPARTURE LOCATION, DEPARTURE TIME AND ARRIVAL LOCATION ARE NEGOTIABLE.

In any case, your use of Vaunt Services through the Vaunt Platform may be subject to additional agreements between you and Vaunt 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 VAUNT 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.

Vaunt reserves the right to modify the terms and conditions of this Agreement, including by changing or deleting existing terms or by adding new ones, and such modifications shall be binding on you upon your acceptance of the modified Agreement. If you do not agree with the revised Agreement, you may cancel your membership as provided in this Agreement and discontinue your use of the Vaunt Platform and Vaunt Services. Continued use of the Vaunt Platform after modifications to this Agreement shall constitute your acceptance of such modifications. Vaunt reserves the right to modify any information on pages referenced in the hyperlinks from this Agreement from time to time, and such modifications shall become effective upon posting. Continued use of the Vaunt Platform after modifications to any information on pages referenced in the hyperlinks from this Agreement shall constitute your acceptance of such modifications.

The Vaunt 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 Vaunt 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 Vaunt. To use the Vaunt Platform, each User shall create a User account. Each person may only create one User account, and Vaunt reserves the right to deactivate any additional or duplicate accounts. Your participation in certain Vaunt programs and use of certain Vaunt services may be subject to additional eligibility requirements as determined by Vaunt.

For Passenger Users. 

• Only individual persons resident in the United States and at least 18 years of age are eligible to register a Vaunt account and use the Vaunt Services. If you are below 18, you may not use the Vaunt Services. Unless otherwise permitted by us in writing, you may only register one account and you may not assign or otherwise transfer your account. By becoming a User, you represent and warrant that you are at least 18 years old. 
• To access most aspects of the Vaunt Services, you must have a Vaunt account and an active Vaunt membership, either as an individual or established through a Vaunt Business agreement. You may establish a Vaunt account and purchase an individual membership through the Vaunt App. Account registration will require you to submit to Vaunt certain personal information, such as your name, address, mobile phone number and age, as well as at least one valid payment method that you are authorized to use and is supported by Vaunt. Our Privacy Policy describes how we handle the personal information you provide to us, including but not limited to through the use of any interactive features on the Services, and you consent to all actions we take with respect to your information consistent with our Privacy Policy. By submitting personal information about any natural person, including any guest of yours (“Guest”), you hereby confirm that: (i) you are authorized to act for such persons; (ii) such persons consent to the processing of their information in accordance with these Terms; and (iii) you will inform such persons of Vaunt’s identity and our Privacy Policy.
• You must provide and maintain accurate information when registering for an account or using the Vaunt Services or accessing Aviation Services. Failure to do so may result in cancellation of a Flight, or your membership, as determined by us in our sole discretion. Requests for name changes may require supporting legal documentation (marriage, divorce decree or legal name change documentation).
• To use the Vaunt Platform and Vaunt Services, you must have a compatible mobile device on which to download the Vaunt App. You are responsible for ensuring your device meets the minimum system and compatibility requirements necessary to download and use the Vaunt App and any updates thereto, and for obtaining the data network access necessary to use the Services. Your mobile network's data and messaging rates and fees may apply if you access or use the Services from your mobile network. 
• When you create an account, you electronically agree to accept and receive promotional and informational communications from Vaunt, Operators or third parties providing services to Vaunt including via email, text message, WhatsApp, calls, in-app communications, and push notifications to the telephone number(s) or email addresses you provided to Vaunt. You may also receive communications generated by automatic telephone dialing systems and/or which will deliver prerecorded messages sent by or on behalf of Vaunt, and/or Operators, including but not limited to communications concerning Flight waitlists joined through your account on the Services. Message and data rates may apply. You may opt out of promotional messages at any time, and your use of the Vaunt Platform and Vaunt Services, or Aviation Services is not conditioned on consent to marketing calls or messages.  You can learn more about how Vaunt may contact you by reading our Privacy Policy. If you do not wish to receive promotional emails, text messages, or other communications from Vaunt, you may opt out using the instructions included in such communication.
• To opt out of receiving text messages from Vaunt, you must reply “STOP” from your mobile device receiving the messages. For purposes of clarity, text messages between you and Vaunt regarding Aviation Services are transactional text messages, not promotional text. You acknowledge that opting out of receiving all text messages may impact your use of the Services. Notwithstanding the foregoing, if we suspect fraud or unlawful activity on your account, we may contact you using any of the contact information you provided in connection with your Account (including via text or voice-recorded message).

As a User, you understand that request or use of Vaunt Services, Aviation Services, or Third-Party Services may result in charges (“Charges”) to you and/or to an organization, if applicable. Charges to Passengers and/or organizations, if applicable, for Vaunt Services include Membership Subscriptions (defined below) and other applicable fees, tolls, surcharges, and taxes. You shall be responsible for all Charges incurred under your User account regardless of your awareness of such Charges or the amounts thereof.

1. Vaunt Membership Program Subscriptions and Features.
   Membership Tiers. Vaunt has two paid membership tiers for Passenger Users (each a “Vaunt Membership Program”): Vaunt Core and Vaunt Cabin+. Flights are posted through the Vaunt Platform daily with tentative departures anywhere from several hours to a week out. Flights are classified on the platform as a Vaunt Core Flight (typically a very light jet) or a Cabin+ Flight (typically larger aircraft). Vaunt reserves the right to categorize any Flight as either a Core or Cabin+ Flight.

   Vaunt Membership Program Features. Vaunt Core Users can join the waitlist for Vaunt Core Flights and a standby list for Vaunt Cabin+ Flights. Vaunt Cabin+ Users will have access to the waitlist for Core Flights and Cabin+ Flights. Cabin+ members do not have preferred priority status for Core Flights.  Priority Ranking on waitlists and standby lists is determined by a number of factors as described below.  Once you select a Flight you are interested in, you will be added to the waitlist or the standby list for that Flight based on your Membership Program tier. Flights for which you are first on the waitlist may, if such Flight remains available, be booked the day before departure, if and when we notify you that you have secured the Flight. Vaunt Core Users may be awarded a Cabin+ Flight from the standby list in the event that no Vaunt Cabin+ User is on the waitlist for such Flight. Vaunt reserves the right to amend the waitlist and award Flights based on priority upgrades applied by eligible Users. Vaunt Core Users are not eligible to apply priority upgrades to Cabin+ Flights. To book your Flight, we may require a security deposit or payment method authorization hold, to cover any Charges you may incur (i.e. for damage to the aircraft or otherwise). These funds will not be available for your use until after completion of your Flight and application to any such charges.

   Changes to Membership Programs. Vaunt reserves the right to modify the terms and conditions of any Vaunt Membership Program, including by changing or deleting existing features or by adding new ones. Continued use of the Vaunt Platform after modifications to your Vaunt Membership Program shall constitute your acceptance of such modifications. Vaunt further reserves the right to discontinue any Vaunt Membership Program. In the event that a Vaunt Membership Program is discontinued, you agree that Vaunt may, at Vaunt’s discretion, either (i) substitute a reasonably comparable replacement Vaunt Membership Program for any discontinued membership program, (ii) terminate your membership and provide you a pro-rata credit or refund of your remaining membership, or (iii) substitute any remaining Vaunt Membership Program and provide a pro-rata credit or refund of the difference between your terminated membership and substituted membership levels. Any credit issued by Vaunt will be non-transferrable, have no cash value, and expire one-year from date of issuance. Your continued use of the Vaunt Platform after you are notified of any termination and substitution of your membership program shall constitute your acceptance of the substitute Vaunt Membership Program or other changes.  

2. Vaunt Membership Program Flight Booking
   

   Availability and Priority Ranking. The ability to book a Flight is based on availability and your position on the waitlist for available Flights, which varies based on your Vaunt Membership Program tier and Priority Ranking. Availability can change at any time prior to booking based on Operator’s paid charter customer schedule, which you can join by contacting us to negotiate a price for your desired Flight. Your “Priority Ranking” is based on a number of factors that we may change from time to time in our sole discretion. Such factors may include, but are in no way limited to, the amount of time since your last Flight, friend referrals, the amount of time you have been a Vaunt member, the number of Flights you have cancelled, “no show” cancellations, and other factors we implement from time to time as we improve and develop the Vaunt Services. Your Priority Ranking for a Vaunt Core flight is not impacted by your Vaunt Membership Program tier.

   Flight Cancellation and “No-Shows.” You may only join waitlists, standby lists, or any other Flight lists, and book Flights you personally intend to board. You may not book Flights that overlap each other, that are duplicate itineraries, or that are impossible to fly based on other itineraries. You are the only person allowed to book Flights using your Vaunt membership, and you MUST be on each Flight you book. You may not book Flights for resale in whole or part, or to artificially consume inventory. If you have not arrived at the scheduled departure location and checked in with the flight crew at least fifteen (15) minutes prior to the scheduled departure time, your Flight will be deemed to have been cancelled by you as a “no-show” cancellation, and Operator may elect to depart. Operator will not be required to delay any Flight for any passenger that has not arrived at the scheduled departure location and checked in with the flight crew at least fifteen (15) minutes prior to the scheduled departure time. If you repeatedly book and cancel or “no show” Vaunt Flights or otherwise violate this Agreement, we reserve the right to assess penalties, up to and including complete cancellation of your membership (and any booked Flights) without refund.

3. Membership Fee, Billing, Cancellation, Promotions.

   Pricing. The membership fee for your selected Vaunt membership tier subscription is as stated at the time of purchase and will be charged using the payment method you designate, which may include payment using “in app” payment functionality offered by Google or Apple, a third-party payment processor, or any other method accepted by us from time to time. From time to time, we may offer different membership terms, and fees and payment terms for such memberships may vary. 

   Billing Cycle. The membership fee will be billed on the first day of the membership period and on an ongoing basis at the intervals you select at the time of purchase. Please note that the length of your billing cycle will vary based upon the payment plan you select when you purchase your membership. Unless otherwise stated at the time of purchase, the membership period does not change based upon the payment plan selected (i.e. a one-year membership period paid on a quarterly basis is still subject to the minimum one-year membership period). 

   AUTO-RENEWAL; RECURRING CHARGES. MEMBERSHIP FEES ARE NON-REFUNDABLE (UNLESS REQUIRED BY LAW), AND AUTOMATICALLY RENEW AT THE END OF EACH MEMBERSHIP PERIOD AT THE SAME TIER LEVEL UNLESS THE MEMBERSHIP IS CANCELLED FOLLOWING THE CANCELLATION PROCEDURES BELOW. WHEN YOU PURCHASE A VAUNT MEMBERSHIP, YOU EXPRESSLY AGREE THAT YOU ARE AUTHORIZING RECURRING CHARGES FOR RENEWAL MEMBERSHIP FEES AND ANY PERIODIC MEMBERSHIP FEE PAYMENTS DUE DURING YOUR MEMBERSHIP PERIOD, AS WELL AS ANY APPLICABLE TAXES, FEES, AND OTHER CHARGES YOU MAY INCUR THROUGH THE SERVICES, AND THAT RENEWAL MEMBERSHIP FEES WILL BE AUTOMATICALLY CHARGED AT THE THEN-CURRENT PRICE TO YOUR PAYMENT METHOD ON FILE AT THE START OF EACH MEMBERSHIP PERIOD UNTIL THE MEMBERSHIP IS CANCELLED. WE WILL PROVIDE REASONABLE ADVANCE NOTICE OF ANY MATERIAL PRICE CHANGES. IF YOUR PAYMENT METHOD IS DECLINED, YOU AUTHORIZE US TO CHARGE ANY OTHER PAYMENT METHOD WE HAVE ON FILE. WE RESERVE THE RIGHT TO SUSPEND YOUR MEMBERSHIP UNTIL A VALID PAYMENT METHOD IS PROVIDED. IF YOU DO NOT PROVIDE A VALID PAYMENT METHOD WITHIN 15 DAYS AFTER THE RENEWAL DATE, YOUR MEMBERSHIP (AND YOUR ASSOCIATED PRIORITY RANKING AND ANY CREDITS OR COUPONS) WILL AUTOMATICALLY TERMINATE. 

   CANCELLATION. YOU CAN CANCEL YOUR VAUNT MEMBERSHIP AT ANY TIME BY (A) IF YOU PURCHASED YOUR MEMBERSHIP USING APPLE’S IN-APP PURCHASING, VIA THE APPLE APP STORE, (B) IF YOU PURCHASED YOUR MEMBERSHIP USING GOOGLE’S IN-APP PURCHASING, VIA THE GOOGLE PLAY STORE, OR (C) NAVIGATING TO YOUR ACCOUNT SCREEN AND SELECTING “CANCEL”. IF YOU REQUIRE FURTHER ASSISTANCE, YOU MAY CONTACT US AT SUPPORT@FLYVAUNT.COM. IF YOU CANCEL, YOUR MEMBERSHIP WILL REMAIN ACTIVE FROM THE TIME YOU CANCEL UNTIL THE END OF YOUR CURRENT MEMBERSHIP PERIOD. YOU WILL NOT RECEIVE A REFUND OR CREDIT FOR ANY REMAINING DAYS IN YOUR CURRENT MEMBERSHIP PERIOD, UNLESS REQUIRED BY LAW.

   Promotions. From time to time, Vaunt may offer special promotions or free trial memberships (each, a “Promotion”), which are subject to these Terms except as otherwise stated in the terms of the Promotion. AT THE END OF THE PROMOTION, YOUR MEMBERSHIP WILL BE AUTOMATICALLY UPGRADED TO A PAID OR NON-DISCOUNTED VERSION AT THE TIER LEVEL INDICATED DURING THE PROMOTION AND THE APPLICABLE MEMBERSHIP FEE WILL BE CHARGED TO YOUR PAYMENT METHOD, UNLESS YOU TIMELY CANCEL BEFORE THE END OF THE PROMOTION BY FOLLOWING THE CANCELLATION PROCEDURES IN THIS SECTION 4.
   

4. Other Charges and Fees
   Priority Upgrades. You may be eligible to purchase a priority upgrade for use on a future Flight.  Priority Upgrades are non-refundable, have no cash value, and are not transferrable, in each case to the fullest extent allowed under applicable law. Applying a priority upgrade to an eligible Flight will secure you a first position on that Flight’s waitlist. The priority upgrade will be returned to your account if the Flight is cancelled by the Operator. In the event that your membership is terminated for any reason, any priority upgrades on your account will expire.
   
5. Charges Generally.
   
   • Facilitation of Charges. All Charges are facilitated through a third-party payment processor (First Data, Stripe, Inc., Braintree, a division of PayPal, Inc., etc.). Vaunt may replace its third-party payment processor without notice to you. Cash payments are strictly prohibited unless expressly permitted by Vaunt. Your payment of Charges to Vaunt satisfies your payment obligation for your use of the Vaunt Platform, Vaunt Services, Third-Party Services, and Aviation Services. Certain Charges may be collectively billed as a single purchase transaction to your selected payment method based on the payment frequency indicated in your settings. If your primary payment method expires, is invalid, or if Charges to your primary payment method are unable to be processed for whatever reason, then you agree that Vaunt may charge your other available payment methods in the Vaunt Platform. If you don't recognize a transaction, then check your receipts and payment history.
   • No Refunds. All Charges are non-refundable except to the extent required by law. This no-refund policy shall apply at all times regardless of your decision to terminate usage of the Vaunt Platform, any disruption to the Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation Services, or any other reason whatsoever.
   • Payment of Fees. When you make a payment, you explicitly agree: (i) to pay the price listed for the membership tier selected, along with any additional amounts relating to applicable taxes, credit card fees, bank fees, transaction fees, foreign exchange fees, and currency fluctuations; and (ii) to abide by any relevant terms of service, privacy policies, or other legal agreements or restrictions (including additional age restrictions) imposed by Google, Apple, or any third-party payment processor in connection with your use of a given payment method. We are not responsible or liable for any errors made or delays by a payment processor, Apple’s App Store or the Google Play Store, your bank, your credit card company, and/or any payment network
   • Repair and Cleaning Fees. We may charge you a fee on behalf of Operators if, during a Flight, you have caused damage to the aircraft or other property that requires repair or cleaning (“Repair” or “Cleaning”). The amount of such fee shall be determined, in our sole discretion, based on the type of damage and the severity, but in any event not to exceed amounts billable under the applicable Operator Terms for the Flight, plus an administrative fee not to exceed Five Percent. We reserve the right to verify or otherwise require documentation of damages prior to processing a fee. If a Repair or Cleaning request is verified by us in our reasonable discretion, we reserve the right to facilitate payment for the reasonable cost of such Repair or Cleaning using your payment method on file. 
   • Incidental Charges. Charges for incidentals such as catering and ground transportation are your responsibility. 
   • If you fail to comply with these Terms, you may be responsible for charges, including without limitation, for transactions that could not be completed properly, arising out of or in connection with your failure to comply with these Terms
   • Coupons. You may receive coupons, credits, discounts, or other promotions (collectively, “Coupons”) that you can apply toward payment of certain Charges. Coupons are valid only for use on the Vaunt Platform for Vaunt Services or Aviation Services as designated by Vaunt, and are not transferable or redeemable for cash except as required by law. Coupons cannot be combined unless expressly provided otherwise, and if the cost of your Charges exceeds the applicable Coupon value, we may charge your payment method on file for the Charges in excess of the Coupon amount. With respect to Flights, Vaunt may deduct the amount attributable to any Damages Fees, Landing Fees, or Other Charges before application of the Coupon. Additional restrictions on Coupons may apply as communicated to you in a relevant promotion or through the Vaunt Platform.
   • Supplemental Charges. Charges related to Vaunt Services may be further detailed in the applicable Supplemental Agreement. Additional Charges may also be further detailed in the applicable Operator Terms for Aviation Services. If you are a Passenger User, you agree that Vaunt may charge your payment method on file to pay any Charges charged to you by any Operator in connection with such Operator’s provision of Aviation Services to you, plus a Five Percent administrative fee. 
   • Third-Party Charges. If you choose to purchase Third-Party Services (described further in Section 21) through the Vaunt Platform, you authorize your payment method on file to be charged according to the pricing terms set by Vaunt or the third-party provider, or as otherwise provided in the terms of the purchased services.
   • Payment Card Authorization. Upon addition of a new payment method or each request for Vaunt Services, Aviation Services, or Third-Party Services, Vaunt may seek authorization of your selected payment method to verify the payment method, ensure the Charges will be covered, and protect against unauthorized behavior. The authorization is not a charge; however, it may reduce your available credit by the authorization amount until your bank’s next processing cycle. Should the amount of our authorization exceed the total funds on deposit in your account, you may be subject to overdraft of NSF charges by the bank issuing your debit or prepaid card. Vaunt is not responsible for these charges and is unable to assist you in recovering them from your issuing bank. 
   • For clarity, Vaunt does not charge a fee for Users to access the Vaunt Platform, but retains the right to charge Users and/or organizations, if applicable, a fee or any other Charge for accessing or using Vaunt Services, Aviation Services, or Third-Party Services made available through the Vaunt Platform.

If you are an Operator, you will receive payment for your provision of Aviation Services pursuant to the terms of the Operator Addendum (Available Upon Request), which shall form part of this Agreement between you and Vaunt.

By entering into this Agreement or using the Vaunt Platform, you agree to receive informational and marketing communications from us, our affiliates, Operators, or our third-party partners, at any of the phone numbers provided to Vaunt by you or on your behalf, and also via emails, text messages, calls, and push notifications at any time (including between the hours of 9 p.m. and 8 a.m., local time). You agree that texts, calls or prerecorded messages may be generated by automatic telephone dialing systems, AI-generative voice, or artificial voice. Communications from Vaunt, its affiliated companies and/or Operators may include but are not limited to: operational communications concerning your User account or use of the Vaunt Platform, Vaunt Services, Third-Party Services or Aviation Services, payment receipts, payment reminders or processing issues, updates concerning new and existing features on the Vaunt Platform, communications concerning marketing or promotions run by us or our third-party partners, and news concerning Vaunt and industry developments. If you change or deactivate the phone number you provided to Vaunt, you agree to update your User account information to help prevent us from inadvertently communicating with anyone who acquires your old number. Standard text messaging charges applied by your cell phone carrier will apply to text messages we send. While we endeavor to send routine communications between the hours of 8 a.m. and 9 p.m., local time, you acknowledge and agree that we may send or you may receive text messages, email, calls, and push communications from us at any time (including time sensitive communications; communications related to payment receipts, payment reminders, payment processing issues; or contemporaneous communications related to other actions taken by you).

IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, YOU CAN UNSUBSCRIBE FROM OUR PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “END” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES. YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE VAUNT PLATFORM OR RELATED SERVICES. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM VAUNT (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), YOU CAN TEXT THE WORD “STOPALL” TO 46080 FROM THE MOBILE DEVICE RECEIVING THE MESSAGES; HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE VAUNT PLATFORM OR RELATED SERVICES. WHEN YOU OPT OUT TEXTS OR CALLS, YOU MAY RECEIVE A ONE-TIME OPT-OUT CONFIRMATION TEXT MESSAGE. NO FURTHER MESSAGES WILL BE SENT TO YOUR MOBILE DEVICE, UNLESS INITIATED BY YOU. FOR COMMUNICATION SERVICE SUPPORT OR ASSISTANCE, PLEASE CONTACT SUPPORT@FLYVAUNT.COM.

Your Information is any information you provide, publish, or post, and any information provided on your behalf, to or through the Vaunt Platform (including any profile information you provide) or send to other Users (including via in-application feedback, any email feature, or through any Vaunt-related Facebook, X 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 Vaunt Platform, Vaunt Services, and participate in the Aviation Services. Our collection and use of personal information in connection with the Vaunt Platform, Vaunt Services, and Aviation Services is as provided in Vaunt’s Privacy Policy. 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 Vaunt to use your Information for the purposes described in the Privacy Policy and this Agreement, or to otherwise improve the Vaunt Platform, Vaunt Services, or Aviation 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. Vaunt does not assert any ownership over your Information; rather, as between you and Vaunt, 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.

Vaunt, at its sole discretion, may make available promotions, referral programs and loyalty programs with different features to any Users or prospective Users. Vaunt reserves the right to withhold or deduct credits or benefits obtained through a promotion or program in the event that Vaunt 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. Vaunt 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.

Vaunt’s referral program may provide you with incentives to refer your friends and family to become new Users of the Vaunt Platform in your country (the “Referral Program”). Your participation in the Referral Program is subject to this Agreement and the additional Referral Program Rules which may be made available through the Vaunt Platform.

With respect to your use of the Vaunt Platform, Vaunt Services, Third-Party Services, and your participation in the Aviation 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 Vaunt Platform or the servers or networks connected to the Vaunt Platform;
5. post Information or interact on the Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation Services in a manner which is fraudulent, libelous, abusive, obscene, profane, sexually oriented, harassing, or illegal;
6. use the Vaunt 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 Vaunt 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 Vaunt Platform;
9. “frame” or “mirror” any part of the Vaunt 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 Vaunt Platform;
11. copy or adapt the Vaunt Platform’s software including but not limited to Flash, PHP, HTML, JavaScript, or other code
12. rent, lease, lend, sell, redistribute, license or sublicense the Vaunt Platform or access to any portion of the Vaunt Platform;
13. 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 Vaunt Platform, or in any way reproduce or circumvent the navigational structure or presentation of the Vaunt Platform or its contents;
14. link directly or indirectly to any other websites;
15. transfer, lend, or sell your User account, password and/or identification, or any other User’s Information to any other party;
16. 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 Vaunt Platform;
17. 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;
18. commercialize the Aviation Services, Third-Party Services, or our Vaunt Services without an agreement directly with Vaunt;
19. misuse or abuse the Aviation Services, Third-Party Services, or our Vaunt Services in violation of eligibility requirements as determined by Vaunt;
20. request Aviation Services for an unaccompanied person under 18 years old;
21. use the Aviation Services to transport or deliver unaccompanied goods, products, parcels, or other objects of any kind;
22. circumvent any measures implemented by Vaunt to prevent or address violations of this Agreement;
23. violate the terms of any Operator Terms or other third party terms of service.
24. engage in inappropriate behavior on a Flight, including but not limited to indecent exposure; or
25. cause or assist any third party in engaging 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.

By providing Aviation Services as an Operator on the Vaunt Platform, you represent, warrant, and agree that:

1. You possess a valid 135 FAA Certificate and have all appropriate licenses, approvals and authority to provide transportation to Passengers in all jurisdictions in which you provide Aviation Services.
2. You own, or have the legal right to operate, the aircraft you use when providing Aviation Services; such aircraft is in good operating condition and meets the industry safety standards and all applicable statutory and state and local requirements for an aircraft of its kind; such aircraft meets the applicable requirements of the Vaunt Platform; and any and all applicable safety recalls have been or will be remedied per manufacturer instructions.
3. You will provide Aviation Services in conformance with all applicable FAA regulations.
4. You will not attempt to defraud Vaunt or Passengers on the Vaunt Platform or in connection with your provision of Aviation Services. If we suspect that you have engaged in fraudulent activity we may withhold applicable Fares or other payments for the flight(s) in question and take any other action against you available under this Agreement and/or the law.
5. You have a valid policy of liability insurance (in coverage amounts consistent with all applicable legal requirements) that names or schedules you for the operation of the aircraft you use to provide Aviation Services, and you agree to provide proof of such insurance and that information regarding such insurance may be released to Vaunt upon Vaunt’s reasonable request.
6. You understand that providing Aviation Services to unaccompanied persons under the age of 18 is prohibited, and you will cancel any flight involving an unaccompanied person under the age of 18.
7. You will pay all applicable federal, state and local taxes based on your provision of Aviation Services and any payments received by you.
8. You will comply with Vaunt’s reasonable requests to provide information in connection with Passenger complaints, law enforcement requests, or any other incident.

All intellectual property rights in and to the Vaunt Platform shall be owned by Vaunt 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 Vaunt 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 or on your behalf to us are non-confidential and shall become the sole property of Vaunt. Vaunt 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.

VAUNT and other Vaunt logos, designs, graphics, icons, scripts and service names are registered trademarks, trademarks or trade dress of Vaunt in the United States and/or other countries (collectively, the “Vaunt Marks”). If you provide Aviation Services as an Operator, Vaunt 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 Vaunt Marks solely on Vaunt-branded items provided by Vaunt directly to you in connection with providing the Aviation Services, or other uses approved by Vaunt (“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 Vaunt’s prior written permission, which it may withhold in its sole discretion. The Vaunt logo (or any Vaunt Marks) may not be used in any manner that is likely to cause confusion, including but not limited to: use of a Vaunt Mark in a domain name or Vaunt referral code, or use of a Vaunt Mark as a social media handle or name, avatar, profile photo, icon, favicon, or banner. You may identify yourself as an Operator on the Vaunt Platform, but may not misidentify yourself as Vaunt, an employee of Vaunt, or a representative or agent of Vaunt.

You acknowledge that Vaunt is the owner and licensor of the Vaunt Marks, including all goodwill associated therewith, and that your use of the Vaunt logo (or any Vaunt Marks) will confer no interest in or ownership of the Vaunt Marks in you but rather inures to the benefit of Vaunt. You agree to use the Vaunt logo strictly in accordance with Vaunt’s brand guidelines, as may be provided to you and revised from time to time, and to immediately cease any use that Vaunt determines to be nonconforming or otherwise unacceptable.

You agree that you will not: (1) create any materials that use the Vaunt Marks or any derivatives of the Vaunt Marks as a trademark, service mark, trade name or trade dress, other than as expressly approved by Vaunt in writing; (2) use the Vaunt Marks in any way that tends to impair their validity as proprietary trademarks, service marks, trade names or trade dress, or use the Vaunt Marks other than in accordance with the terms, conditions and restrictions herein; (3) take any other action that would jeopardize or impair Vaunt’s rights as owner of the Vaunt Marks or the legality and/or enforceability of the Vaunt Marks, including challenging or opposing Vaunt’s ownership in the Vaunt Marks; (4) apply for trademark registration or renewal of trademark registration of any of the Vaunt Marks, any derivative of the Vaunt Marks, any combination of the Vaunt Marks and any other name, or any trademark, service mark, trade name, symbol or word which is similar to the Vaunt Marks; (5) use the Vaunt 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 Vaunt’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 Vaunt Marks (in violation of this Agreement or otherwise), you agree that upon their creation Vaunt exclusively owns all right, title and interest in and to such materials, including any modifications to the Vaunt Marks or derivative works based on the Vaunt Marks or Vaunt copyrights. You hereby assign any interest or right you may have in such materials to Vaunt, and shall provide information and execute any documents as reasonably requested by Vaunt to enable Vaunt to formalize such assignment.

Vaunt respects the intellectual property of others, and expects Users to do the same. Infringing activity will not be tolerated on or through the Services. It is our policy, in appropriate circumstances, to terminate the accounts of users who are repeat infringers or are repeatedly charged with infringement. In accordance with the Digital Millennium Copyright Act of 1998, if you believe that any material available on or through the Services infringes upon your copyrighted work, please immediately send a notice containing the following information to our Copyright Agent using the contact information provided below: (i) your name, address, telephone number, and email address; (ii) identification of the copyrighted work or works claimed to have been infringed (or a representative list of such works); (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (v) a statement that the information in your notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (vi) your physical or electronic signature.

Copyright Agent

Legal Department 

Fly Vaunt, LLC dba Vaunt 

1954 Airport Road 

Suite 124 

Chamblee, GA 30341 

Phone: 530-486-5286

Email: legal@flyvolato.com

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

Vaunt does not provide transportation services, and Vaunt is not a transportation carrier. Vaunt is not a common carrier or public carrier. It is up to the Operator to decide whether or not to offer a flight to a Passenger contacted through the Vaunt Platform, and it is up to the Passenger to decide whether or not to accept a flight from any Operator contacted through the Vaunt Platform. We cannot ensure that an Operator or Passenger will complete an arranged transportation service. We have no control over the quality or safety of the transportation that occurs as a result of the Aviation Services. Any safety-related feature, process, policy, standard, or other effort undertaken by Vaunt is not an indication of any employment or agency relationship with any User.

THE VAUNT PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, NEITHER VAUNT NOR ITS CORPORATE AFFILIATES NOR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, AGENTS, SUCCESSORS OR ASSIGNS (“VAUNT GROUP”) MAKE ANY REPRESENTATION, WARRANTY, OR GUARANTEE (A) THAT THE VAUNT PLATFORM WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THAT THE VAUNT PLATFORM OR SERVERS THAT MAKE THEM AVAILABLE ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; (C) REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE SERVICES; OR (D) REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, SAFETY, OR AVAILABILITY OF ANY THIRD-PARTY PROVIDER OR FLIGHTS OR OTHER SERVICES OR PRODUCTS PROVIDED BY THIRD-PARTY PROVIDERS. 

YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE VAUNT PLATFORM, AND ANY FLIGHTS OR OTHER SERVICES OR PRODUCTS REQUESTED OR OBTAINED FROM THIRD-PARTY PROVIDERS, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

VAUNT GROUP DOES NOT CONTROL, MANAGE, ENDORSE OR DIRECT ANY THIRD-PARTY PROVIDERS. THIRD-PARTY PROVIDERS ARE NOT ACTUAL AGENTS, APPARENT AGENTS, OSTENSIBLE AGENTS, OR EMPLOYEES OF ANY MEMBER OF VAUNT GROUP. IF A DISPUTE ARISES BETWEEN YOU AND ANY THIRD PARTY, YOU IRREVOCABLY RELEASE VAUNT GROUP FROM LOSSES OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTE.

VAUNT’S MONITORING AND USE OF ALGORITHMS IN AN ATTEMPT TO PROVIDE SERVICES OR IMPROVE THE EXPERIENCE OF USERS AND THE SECURITY AND SAFETY OF THE SERVICES DOES NOT CONSTITUTE A GUARANTEE OR WARRANTY OF ANY KIND, EXPRESSED OR IMPLIED.

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 Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation Services will be accurate, complete, reliable, current, secure, uninterrupted, always available, or error-free, or will meet your requirements, that any defects in the Vaunt Platform will be corrected, or that the Vaunt 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 Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation Services, including with respect to mapping, navigation, 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 Vaunt Platform.

We cannot guarantee that each Passenger is who he or she claims to be. Please use common sense when using the Vaunt Platform, Vaunt Services, Third-Party Services, and Aviation Services, including looking at the photos of the Passenger you have matched with to make sure it is the same individual you see in person. 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 Vaunt Platform by persons under the age of 18 in violation of this Agreement. We encourage you to communicate directly with each potential Operator or Passenger prior to engaging in an arranged transportation service.

Vaunt is not responsible for the conduct, whether online or offline, of any User of the Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation 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 any aircraft by Operators or Passengers. By using the Vaunt Platform, Vaunt Services, Third-Party Services, and participating in the Aviation Services, you agree to accept such risks and agree that Vaunt is not responsible for the acts or omissions of Users on the Vaunt Platform, Vaunt Services, Third-Party Services, or participating in the Aviation Services.

VAUNT DOES NOT CARRY LIABILITY INSURANCE COVERING PASSENGERS OR PASSENGER GUESTS OR ANY PROPERTY ON ANY FLIGHT ON AN AIRCRAFT NOT OWNED OR LEASED BY VAUNT OR ITS AFFILIATES. IT IS THE SOLE RESPONSIBILITY OF THE OPERATOR TO MAINTAIN SUCH INSURANCE. AS A USER, IF YOU ARE A PASSENGER, YOU AGREE ON BEHALF OF YOURSELF AND YOUR GUESTS TO ACCEPT THE PROCEEDS OF INSURANCE MAINTAINED BY OPERATOR, VAUNT OR ITS AFFILIATES AS YOUR SOLE RECOURSE AGAINST VAUNT GROUP OR ANY OPERATOR FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO YOU OR ANY GUEST.

You are responsible for the use of your User account and Vaunt 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 Vaunt Platform (including any profile information you provide), send to other Users, or share during the Aviation 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 Vaunt Platform or through the Aviation Services, Vaunt Services, or Third-Party Services. Please carefully select the type of information that you post on the Vaunt Platform or through the Aviation Services, Vaunt 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 Vaunt or made available through the Vaunt 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 Vaunt Platform or otherwise. We reserve the right, but we have no obligation, to monitor the materials posted on the Vaunt 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 of, harm, or threaten the safety of Users or others.

Location data provided by the Vaunt Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, or property or environmental damage. Neither Vaunt, nor any of its content providers, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Vaunt Platform. Any of your Information, including geolocational data, you upload, provide, or post on the Vaunt Platform may be accessible to Vaunt and certain Users of the Vaunt Platform.

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

This paragraph applies to any version of the Vaunt Platform that you acquire from the Apple App Store. This Agreement is entered into between you and Vaunt. Apple, Inc. (“Apple”) is not a party to this Agreement and shall have no obligations with respect to the Vaunt Platform. Vaunt, not Apple, is solely responsible for the Vaunt 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.

Vaunt 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. All service dates under this Agreement affected by force majeure shall be tolled for the duration of such force majeure. 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.

Aviation Services are subject to the terms and conditions of the Operators providing such services (“Operator Terms”). Operator Terms may be provided to you through the Vaunt Platform or through alternative communication means (e.g., email). By accepting Aviation Services, you agree to the applicable Operator Terms.

You will indemnify and hold harmless and, at Vaunt’s election, defend Vaunt 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 Vaunt Platform, Vaunt Services, Third-Party Services, and participation in the Aviation 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 without limitation Operators and Passengers 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 Vaunt 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 ownership, use or operation of an aircraft, including your provision of Aviation Services as an Operator; and/or (5) any other activities in connection with the Vaunt Platform, Vaunt Services, Third-Party Services, or Aviation Services. This indemnity shall be applicable without regard to the negligence of any party, including any indemnified person. You will not, without Vaunt’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.

1. IN NO EVENT WILL VAUNT, INCLUDING OUR AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS, AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SHAREHOLDERS (COLLECTIVELY “VAUNT” 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 VAUNT PLATFORM, SERVICE INTERRUPTIONS, OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES) ARISING OUT OF OR IN CONNECTION WITH THE VAUNT PLATFORM, VAUNT SERVICES, THE AVIATION 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 VAUNT PLATFORM MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT VAUNT HAS NO RESPONSIBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT. FOR CLARITY AND WITHOUT LIMITING THE FOREGOING, VAUNT HAS NO RESPONSIBILITY OR LIABILITY FOR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF OR RELIANCE ON TRANSPORTATION, GOODS, OR THIRD-PARTY SERVICES SET FORTH IN THIS AGREEMENT 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.
2. VAUNT GROUP’S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE VAUNT SERVICES IS LIMITED TO THE LESSER OF $100 OR 50% OF THE MOST RECENT MEMBERSHIP FEE YOU PAID.  
3. THE LIABILITIES LIMITED BY THIS SECTION 15 APPLY (X) REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE; (Y) EVEN IF VAUNT GROUP IS ADVISED IN ADVANCE OF THE POSSIBILITY OF THE DAMAGES IN QUESTION AND EVEN IF SUCH DAMAGES WERE FORESEEABLE; AND (Z) EVEN IF YOUR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE. YOU ACKNOWLEDGE AND AGREE THAT WE HAVE BASED OUR PRICING ON AND ENTERED INTO THESE TERMS IN RELIANCE UPON THE LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTIES AND DAMAGES IN THIS SECTION 15 AND ELSEWHERE IN THESE TERMS, AND THAT SUCH TERMS REFLECT THE ALLOCATION OF RISK BETWEEN YOU AND US. IF APPLICABLE LAW LIMITS THE APPLICATION OF THE PROVISIONS OF THIS SECTION 15, OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMISSIBLE.

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 Vaunt; or (b) by either party immediately, without notice, upon the other party’s material breach of this Agreement, including but not limited to any breach of Section 9 or breach of Section 10 of this Agreement. In addition, Vaunt may terminate this Agreement or deactivate your User account or cease offering or deny access to Vaunt services or any portion thereof immediately in the event: (1) you are no longer eligible to qualify as a User; (2) you no longer qualify to provide Aviation Services or to operate the approved aircraft under applicable law, rule, permit, ordinance or regulation; or (3) Vaunt has the good faith belief that such action is necessary to protect the safety of the Vaunt community or third parties, provided that in the event of a deactivation pursuant to (1)-(2) above, you will be given notice of the potential or actual deactivation and an opportunity to attempt to cure the issue to Vaunt’s reasonable satisfaction prior to Vaunt permanently terminating the Agreement. 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 Vaunt’s satisfaction, this Agreement will not be permanently terminated. Sections 2, 6, 7 (with respect to the license), 11-12, and 14-22 shall survive any termination or expiration of this Agreement.

Agreement to Binding Arbitration Between You and Vaunt. YOU AND VAUNT MUTUALLY AGREE TO WAIVE OUR RESPECTIVE RIGHTS TO RESOLUTION OF DISPUTES 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 (“Arbitration Act”), 9 U.S.C. §§ 1-16, including both the Arbitration Act’s procedural and substantive provisions. If the Arbitration Act is inapplicable for any reason, then this Arbitration Agreement is governed by the laws of the State of Georgia without regard to choice of law principles. For the avoidance of doubt, a court may neither refuse to enforce this Arbitration Agreement, nor refuse to stay arbitration proceedings, pursuant to state law that is inconsistent with the Arbitration Act or Georgia law (including, for example, pursuant to California Code of Civil Procedure § 1281.2(c).) This Arbitration Agreement survives after the Agreement terminates or your relationship with Vaunt 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 Vaunt (as defined above) as well as between you and our successors and assigns, employees, agents or shareholders. This Arbitration Agreement also applies to claims between you and Vaunt’s service providers, including but not limited to payment processors; and such service providers shall be considered intended third-party beneficiaries of this Arbitration Agreement. 

The parties agree that all disputes shall be resolved only on an individual basis in arbitration as set forth in this Arbitration Agreement, and not as a class, collective, coordinated, consolidated, mass and/or representative action, except as provided below in Section 17.g. The parties expressly waive the right to have any dispute brought, heard, administered, resolved, or arbitrated as a mass action and neither an arbitrator nor an arbitration provider shall have any authority to hear, arbitrate, or administer any mass action or to award relief to anyone but the individual in an individual arbitration, except as provided below in Section 17.g below. The parties also expressly waive the right to seek, recover, or obtain any non-individual relief. Notwithstanding the foregoing, nothing herein shall prevent you or Vaunt from participating in a class-wide, collective, mass and/or representative settlement of claims.

1. Informal Negotiations. To expedite resolution and control the cost of disputes arising out of or relating to these Terms, the Services, or the relationship between us, you and we mutually agree to first attempt in good faith to negotiate an informal resolution. Good faith negotiations shall commence upon written notice from one party to the other describing the nature and basis of the dispute and the specific relief sought (a “Notice of Dispute”). To initiate a dispute, you must send a Notice of Dispute to us at Fly Vaunt, LLC, Attn: Legal Department, 1954 Airport Road, Suite 124, Chamblee GA 30341. If a dispute has not been resolved by negotiation within 30 days of the delivery of a Notice of Dispute, then such dispute shall be resolved by binding individual arbitration in accordance with the following provisions. The statute of limitations and any filing deadlines shall be tolled during such 30-day period.
2. Arbitration Rules. This Arbitration Agreement evidences a transaction involving interstate commerce and the Federal Arbitration Act governs its substantive and procedural interpretation and enforcement. The arbitration shall be administered by the American Arbitration Association (“AAA”) under its then-current Commercial Arbitration Rules or, where applicable, its Consumer Arbitration Rules, both of which are available at ⦁ www.adr.org (the “Rules”). In the event of a conflict between these Terms and the Rules, these Terms shall prevail.
3. Arbitration Procedure. The parties shall select a single neutral arbitrator in accordance with the Rules. The arbitration shall be held either (i) at a reasonably convenient location determined by AAA pursuant to the Rules, or (ii) at such other location as may be mutually agreed upon by the parties. For disputes involving less than $100,000, any required arbitration hearing may be held by videoconference at the election of either party. Disputes involving less than $25,000 shall be resolved by AAA’s procedures for resolution through document submission. 
4. Arbitrator’s Decision. The arbitrator’s decision will include the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The award shall be binding only among the parties and shall have no preclusive effect in any other arbitration or other proceeding involving a different party. The arbitrator may award the same damages as a court could. The arbitrator may award declaratory or injunctive relief only on an individual basis and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The arbitrator’s decision shall be final and binding on the parties, and judgement on the arbitrator’s award may be entered in any court of competent jurisdiction.
5. Fees and Costs. Payment of all filing, administration and arbitration fees and expenses shall be governed by the Rules; provided, however: 
   1. Either party may request and shall be entitled to an award of attorneys’ fees and costs if the arbitrator finds that the other party has asserted a claim, cross-claim or defense that is groundless in fact or law, brought in bad faith or for the purpose of harassment, or is otherwise frivolous within the meaning of Federal Rule of Civil Procedure 11 or state or local equivalent.
   2. At least 10 days before the date set for an arbitration hearing (or final document submission), any party may serve a settlement offer in writing upon the other party. If the offer is accepted, such acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within 30 days after it is made, whichever occurs first, it shall be deemed withdrawn, and shall be inadmissible in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs from the time of the offer.
6. Batch Arbitrations. To increase efficiency of dispute resolution, in the event you are repesented by a law firm (or collection of lawyers who are coordinating with each other) that has, within a 90-day period, filed 25 or more arbitration demands involving claims substantially similar in nature to those in dispute hereunder, such arbitration demands shall be grouped into batches of no more than 50 and each batch shall be resolved as a single arbitration with one set of administrative and filing fees and one separate arbitrator assigned per batch. Only one batch shall proceed to arbitration at a time. You agree to cooperate in good faith with Vaunt and the arbitration provider to implement such a batch approach to resolution and fees. 
7. Exceptions to Arbitration. The following disputes shall not be subject to the above provisions concerning informal negotiations and binding arbitration: (i) any dispute seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of either party or its licensors; (ii) individual claims brought in any small claims court of competent jurisdiction so long as the matter remains in such court and advances only on an individual basis.
8. Severability. If any portion of this Arbitration Agreement is found to be unenforceable or unlawful for any reason, (i) the unenforceable or unlawful provision shall be severed from these Terms; (ii) severance of the unenforceable or unlawful provision shall have no impact whatsoever on the remainder of this Arbitration Agreement or the parties’ ability to compel arbitration of any remaining claims on an individual basis pursuant to this Arbitration Agreement, which shall proceed in arbitration prior to litigating any claims in court; (iii) to the extent that any claims must be litigated in court, to the fullest extent allowed by law, (1) no such claim will be brought on a class or collective basis, (2) you and we unconditionally waive any right to trial by jury, and (3) litigation of those claims shall be stayed pending the outcome of any individual claims in arbitration; and (iv) to the extent that any claims must proceed on a class or collective basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration.
9. Survival. Except as otherwise provided in this Section, this Arbitration Agreement will survive any termination of the Terms or of your access to the Vaunt Platform. 
10. Changes to Arbitration Agreement. You may reject any change we make to this Arbitration Agreement by sending us written notice within 30 days of the date the change is effective by U.S. Mail to the address in Section 17.b. If you do, the most recent version of this Arbitration Agreement before the change you rejected will apply. 
11. 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 Vaunt Platform, Vaunt Services, Third Party Services, or Aviation 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.

Claims (1) excepted from arbitration by, and brought consistent with, Section 17(i) or (2) otherwise determined by a court of competent jurisdiction not to be subject to arbitration, shall be brought exclusively in the state or federal courts in the state in which the incident or accident underlying the plaintiff's claim(s) occurred, notwithstanding that other courts may have subject matter jurisdiction over the claims or personal jurisdiction over the parties.

If for any reason claims do not proceed in arbitration, such claims may be brought and litigated on an individual basis only. On an individual basis means that you cannot bring such claims as a class, collective, coordinated, consolidated, mass, multi-plaintiff, joint, and/or representative action against Vaunt, or otherwise seek to include your claims or case in a pending class, collective, coordinated, consolidated, mass, multi-plaintiff, joint, and/or representative action against Vaunt. No action brought by you may be consolidated or joined in any fashion with any other proceeding, except that the parties may agree to participate in a class-wide settlement. The interpretation, enforceability, and validity of this paragraph shall be governed by the laws of the State of Georgia without regard to choice of law principles, and by any applicable federal law. If Georgia law is inapplicable for any reason, then the interpretation, enforceability, and validity of this paragraph shall be governed by the law of the state where the court of competent jurisdiction deciding the claims is located. If there is a final judicial determination that any part of this paragraph is unenforceable or unlawful for any reason, the unenforceable or unlawful portion shall be severed and severance shall have no effect whatsoever on the enforceability, applicability, or validity of any other part of this Agreement, including without limitation the choice-of-forum provision in the preceding paragraph.

To the fullest extent allowable by law, you and Vaunt agree that all claims arising from or related to this Agreement shall be waived unless brought in a forum allowable under this Agreement within one (1) year of such claim or claims being reasonably known or knowable.

You agree not to use any technical, financial, strategic and other proprietary and confidential information relating to Vaunt’s business, operations and properties, information about a User made available to you in connection with such User’s use of the Vaunt Platform, which may include the User’s name, pick-up location, contact information and photo (“Confidential Information”) disclosed to you by Vaunt 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 Vaunt Platform any Confidential Information obtained from the Vaunt Platform. As an Operator, 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. You understand that any violation of the Agreement’s confidentiality provisions may violate HIPAA or other federal and/or state confidentiality laws and could result in civil or criminal penalties against you. You will take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information to prevent it from falling into the public domain. Notwithstanding the above, you shall not have liability to Vaunt with regard to any Confidential Information which you can prove: was in the public domain at the time it was disclosed by Vaunt 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 Vaunt; becomes known to you, without restriction, from a source other than Vaunt without breach of this Agreement by you and otherwise not in violation of Vaunt’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 Vaunt to enable Vaunt to seek a protective order or otherwise prevent or restrict such disclosure.

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

Vaunt 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 Aviation Services, your acts or omissions, or your operation and maintenance of your aircraft. You retain the sole right to determine when, where, and for how long you will use the Vaunt Platform. Vaunt does not, and shall not be deemed to, unilaterally prescribe specific dates, times of day, or any minimum number of hours for you to use the Vaunt Platform. You retain the option to accept or to decline or ignore a Passenger’s request for Aviation Services via the Vaunt Platform, or to cancel an accepted request for Aviation Services via the Vaunt Platform, subject to Vaunt’s then-current cancellation policies. Vaunt does not, and shall not be deemed to, require you to accept any specific request for Aviation Services as a condition of maintaining access to the platform. With the exception of any signage required by law or permit/license rules or requirements, Vaunt shall have no right to require you to: (a) display Vaunt’s names, logos or colors on your aircraft(s); or (b) wear a uniform or any other clothing displaying Vaunt’s names, logos or colors. You acknowledge and agree that you have complete discretion to provide Aviation Services or otherwise engage in any other business or employment activities, including but not limited to providing services similar to the Aviation Services to other companies, and that Vaunt does not, and shall not be deemed to, restrict you from engaging in any such activity.

In addition to connecting Passengers with Operators, the Vaunt Platform may enable Users to provide services or receive services from other third parties. For example, Users may be able to use the Vaunt Platform to plan and reserve rental cars, schedule commercial flights, book hotel accommodations, or select other services provided by third parties (collectively, the “Third-Party Services”). For the purposes of this Section, Third Party Services includes Aviation Services provided by Operators. This Agreement between you and Vaunt governs your use of the Vaunt Platform in connection with the Third-Party Services.

In addition, you understand that the Third-Party Services may also be subject to terms and pricing of the third-party provider (collectively, the “Third-Party Terms”) which will govern your relationship with such third-party provider, as applicable. We will not warn you that you have left the Vaunt Platform or Vaunt Services or that you are subject to Third Party Terms. You use all Third-Party Services at your own risk. Vaunt does not endorse such Third-Party Providers and is not responsible or liable to you for any products or services available through such providers. You agree that Vaunt is not responsible and may not be held liable for the Third-Party Services, or the actions or omissions of the third-party provider. Such Third-Party Services may not be investigated, monitored or checked for accuracy, appropriateness, or completeness by Vaunt, and Vaunt is not responsible for any such services accessed through the Vaunt Platform. 

In the event of a conflict in the terms of this Agreement any Third-Party Terms, the terms of this Agreement shall control with respect to Vaunt and your agreements with Vaunt herein, and the limitations of liability set forth in Section 15.a above shall also apply to the third-party provider. The Dispute Resolution and Arbitration Agreement provisions in Section 17 above shall apply instead of any terms in any Third-Party Terms for all purposes except with respect to claims that are solely against the third-party provider or Operator.

Except as provided in Sections 17 and 18, this Agreement shall be governed by the laws of the State of Georgia without regard to choice of law principles. This choice of law provision is only intended to specify the use of Georgia law to interpret this Agreement and is not intended to create any other substantive right to non-Georgians to assert claims under Georgia 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 Vaunt, in our sole discretion by providing notice to you. You may not assign this Agreement without Vaunt’s prior written approval. Any purported assignment by you in violation of this Section 22 shall be void. Except as explicitly stated otherwise, any notices to Vaunt shall be given by certified mail, postage prepaid and return receipt requested to FlyVaunt, LLC, 1954 Airport Road, Suite 124, Chamblee, GA 30341. Any notices to you shall be provided to you through the Vaunt Platform or given to you via the email address or physical address you provide to Vaunt 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. To the extent permitted by applicable law, the parties hereby waive any provision of law that would render any clause of this Agreement invalid or otherwise unenforceable in any respect. If a provision of this Agreement is held to be invalid or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to the maximum extent permitted by applicable law, and the remaining provisions will continue in full force and effect. This Agreement sets forth the entire understanding and agreement between you and Vaunt 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 Vaunt Platform, Vaunt Services, or Aviation Services, please contact us at support@flyvaunt.com