Vaunt provides a multi-tiered paid platform that assists you in booking on-demand air transportation services on select empty leg itineraries (“Flights”) operated by direct air carriers (each, an “Operator”). Vaunt is an air charter broker acting as agent for Operators in arranging Flights under these Terms.

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 THESE TERMS 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 11 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.

1. How it Works. Vaunt has two paid membership tiers, Vaunt Core and Vaunt Cabin+. Flights are posted through the Vaunt App 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 Core members can join the waitlist for Vaunt Core Flights and a standby list for Vaunt Cabin+ Flights. Vaunt Core members may be awarded a Cabin + Flight in the event that no Vaunt Cabin + member is on the waitlist for such Flight. Vaunt Cabin+ members may join the waitlist for both Vaunt Core and Vaunt Cabin+ Flights. For clarity, no membership tier shall receive priority over the other as related to the waitlist for Vaunt Core Flights. Once you select a Flight you are interested in, you will be added to the waitlist or the standby list (only applicable to Vaunt Core members on Cabin + Flights) for that Flight. Flights for which you are number 1 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. For Vaunt Core members, Cabin+ Flights for which you are number 1 on the standby list may, if there are no Cabin+ members on the flight’s waitlist and if such Flight remains available, be booked the day before departure, if and when we notify you that you have secured the Flight. Vaunt reserves the right to award Flights based on the utilization of applicable priority upgrades purchased by eligible members. For the avoidance of confusion, Vaunt Core members may not utilize a priority upgrade on standby lists for 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.

    

2. The ability to book a Flight is based on availability and your position on the waitlist or standby list for available Flights, which varies based on your 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 Services. Your Priority Ranking for a Vaunt Core flight is not impacted by your membership tier.

3. Flight Cancellation and “No-Shows.” You may only join waitlists, standby 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 these Terms, we reserve the right to assess penalties, up to and including complete cancellation of your membership (and any booked Flights) without refund.

1. Eligibility Criteria. 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 Services. If you are below 18, you may not use the Services. Unless otherwise permitted by us in writing, you may only register one account and you may not assign or otherwise transfer your account.
2. Establishing an Account. To access most aspects of the Services, you must have a Vaunt account and an active Vaunt membership. You may establish a Vaunt account and purchase a 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.
3. Accuracy. You must provide and maintain accurate information when registering for an account or using the 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).
4. Account Security. You are responsible for maintaining the confidentiality of your account information and password and for restricting access to your account, and you agree to accept responsibility for all activities that occur under your account, whether or not authorized by you. You must notify us immediately of any unauthorized access to or use of your account.
5.  Network and Device Compatibility. To use the 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. Vaunt does not guarantee that the Services, or any portion thereof, will function on any particular hardware or devices. In addition, the Services may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. Vaunt is not responsible for any delays, delivery failures, or damage, loss or injury resulting from such problems.

1. Communications with Vaunt. When you create an account, you electronically agree to accept and receive 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 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 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).
2. Third Party Interactions. The Services may contain links to or otherwise enable you to access third-party websites and services, including Flights provided by Operators (“Third Party Services”). Third Party Services are subject to the terms and conditions and privacy policies of that Third-Party Service provider (“Third-Party Provider”). We will not warn you that you have left the Services or that you are subject to the terms and conditions of such Third-Party Provider. 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.

1. Membership Fee.
   
   1. Pricing. The membership fee for Vaunt 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.
   2. 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).
   3. 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) WILL AUTOMATICALLY TERMINATE.
   4. 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.
   5. 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 SECTION 5.a.iii ABOVE.
2. Repair, Cleaning, and Other Charges. 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. 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. Charges for incidentals such as catering and ground transportation are your responsibility. Additionally, 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.
3. Payment Terms. 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.

When using the Services, you agree to comply with the following rules of conduct:

1. Comply with applicable law.
   
   1. Don’t infringe upon our rights or the rights of others.
      
      1. Don’t create Internet “links” to the Service or “frame” or “mirror” any portion of the Services on any other server or device.
      2. Don’t copy or adapt the Services’ software including but not limited to Flash, PHP, HTML, JavaScript, or other code.
      3. Don’t use or register any domain name, social media handle, trade name, trademark, branding, logo, or other source identifier that may be confused with Vaunt branding.
   2. Don’t engage in activity that violates the privacy of others.
   3. Don’t violate any Operator Flight rules.
2. Treat others with respect.
   
   1. Don’t harass, abuse, threaten, defame, or harm another person or entity using the Services.
   2. Don’t harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Services to you.
   3. Don’t disparage, tarnish, or otherwise harm, in our opinion, us and/or the Services.
   4. Don’t use the Services to advertise or offer to sell goods or services without consent.
   5. Don’t use the Services to share inappropriate content or material (involving, for example, nudity, bestiality, pornography, offensive language, graphic violence, or criminal activity).
3. Don’t lie, cheat or steal.
   
   1. Don’t impersonate another user or person or use the username of another user.
   2. Don’t trick, defraud, or mislead us or other users, especially in any attempt to learn sensitive account information such as user passwords.
   3. Don’t use a buying agent or purchasing agent to make purchases on the Services.
   4. Don’t use the Services as part of any effort to compete with us.
   5. Don’t engage in activity that is fraudulent, false or misleading (e.g., asking for money under false pretenses, impersonating someone else, manipulating the Services to affect rankings, ratings, or comments).
4. Protect the Platform.
   
   1. Don’t intentionally distribute a virus, launch a denial-of-service attack, or in any other way attempt to interfere with the functioning or performance of the Services.
   2. Don’t launch an automated program or script, including, but not limited to, web spiders, web crawlers, web robots, web ants, web indexers, bots, viruses or worms, or any program which may make multiple server requests per second, or unduly burdens or hinders the operation and/or performance of the Services.
   3.  Don’t circumvent, disable, or otherwise interfere with security-related features of the Services, including features that prevent or restrict the use or copying of any content or enforce limits on the use of the Services.
   4. Don’t decipher, decompile, disassemble, or reverse engineer any of the software or hardware used to provide the Services.
5. Don’t help others break these Rules of Conduct.

We reserve the right to suspend or terminate your membership and access to the Services immediately for any reason or for no reason whatsoever, including if we reasonably determine that you have provided inaccurate account or payment details, you no longer meet the Eligibility Criteria or you are otherwise in violation of these Terms. In addition to the foregoing, we can modify access or disable features, including for security reasons, or where we have concluded in our discretion that there has been misuse of your account. If a suspension or termination occurs, you must stop using the Platform. If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

1. App License. Subject to your compliance with these Terms, Vaunt grants you a limited, non-exclusive, non-sublicensable, revocable, non-transferable license to download, install and use one copy of the Vaunt App per device solely for your personal or internal business use of the Services in accordance with these Terms, and for no other purpose. If you access or download the Vaunt App from the Apple App Store, you agree to Apple’s Licensed Application End User License Agreement at https://www.apple.com/legal/internet-services/itunes/dev/stdeula/.
2. License Restrictions. The Vaunt App is licensed, not sold, and Vaunt reserves all rights not expressly granted herein, whether by implication, estoppel or otherwise. Without limiting the generality of the foregoing, you shall not: (a) reproduce, modify, prepare derivative works from, distribute, publicly display, publicly perform, sell, transmit, or otherwise exploit the Vaunt App or the Services except as expressly permitted by Vaunt; (b) use the Vaunt App in any way forbidden by Section 6 above; or (c) reverse engineer, decompile, disassemble, decrypt, hack, emulate, exploit, or otherwise attempt to derive the source code of any software or other aspect of the Services that is included in or accessible through the Vaunt App.
3. Reservation of Rights. The Services (including without limitation the Vaunt App and all other software used to provide the Services and all graphics, user interfaces, logos, and trademarks reproduced through the Services, as well as all content other than Your Content) and all right, title and interest therein are and shall remain the property of Vaunt or its licensors. Except as expressly provided under these Terms, we do not grant you any license or other rights of any type under any patents, know-how, copyrights, trade secrets, trademarks or other intellectual property owned or controlled by us or any related entity, including but not limited to any name, trade dress, logo, or equivalents.
4. Your Content. The Services may allow you to store or share content, including without limitation feedback, ideas, proposals, suggestions (“Feedback”), text, images, photos, audio or video files, and other forms of data or communication (collectively, “Your Content”). By providing Your Content, in whatever form and through whatever means, whether through the Services or otherwise, you grant Vaunt a worldwide, perpetual, non-exclusive, royalty-free, irrevocable, sublicensable, transferable right and license to use, execute, reproduce, modify, publicly display, publicly perform, transmit, distribute internally or externally, sell, prepare derivative works based on and otherwise exploit Your Content, without limitation. To the extent Your Content incorporates Feedback, the foregoing license includes the right and license under any applicable patent or other intellectual property rights to develop, make, have made, market, offer for sale, and otherwise commercialize such Feedback in any way for any purpose. If Your Content includes personal information, our ⦁ Privacy Policy describes how we use that personal information. You are solely responsible for Your Content. You represent and warrant that you have (and will have) all the rights necessary to grant Vaunt the rights described herein and that neither Your Content nor the collection, use, and retention of Your Content as described herein will violate any law or rights of others, including without limitation intellectual property, privacy, or publicity rights. We reserve the right to (but shall have no obligation to you) to remove or edit Your Content if we consider it to be offensive or otherwise in breach of these Terms. You will not give Feedback that is subject to a license that requires Vaunt to license its software, technologies, or documentation to any third party because we included your Feedback in them.
5. Copyright Infringement Complaints. We respect the intellectual property rights of others and ask that you 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

1. Warranty Disclaimers.
   • THE SERVICES ARE 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 SERVICES WILL BE SECURE, UNINTERRUPTED OR ERROR-FREE; (B) THAT THE SERVICES 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 SERVICES, 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.
     
     
     .
2. Limitation of Liability.
   1. . IN NO EVENT WILL VAUNT GROUP BE LIABLE FOR (i) ANY DAMAGES OF ANY KIND (WHETHER DIRECT, INDIRECT OR OTHERWISE) DUE TO (A) ANY ACTION OR INACTION OF OR TRANSACTION WITH AN OPERATOR OR OTHER THIRD-PARTY PROVIDER, INCLUDING WITHOUT LIMITATION ANY AND ALL OCCURRENCES, ACCIDENTS, OR INCIDENTS THAT OCCUR ON OR IN CONNECTION WITH A FLIGHT OPERATED BY OPERATOR OR ANY DELAY, INCONVENIENCE OR CHANGE IN FLIGHT ITINERARY, or (B) CAUSES BEYOND VAUNT’S REASONABLE CONTROL, INCLUDING WITHOUT LIMITATION WEATHER CONDITIONS, ACTS OF GOD, PUBLIC HEALTH CONCERN, NATURAL DISASTERS, AIRCRAFT MECHANICALS, STRIKES, LABOR OR MATERIALS SHORTAGES, CIVIL COMMOTIONS, EMBARGOES, AND WARS OR OTHER HOSTILITIES, WHETHER ACTUAL, THREATENED OR REPORTED; OR (ii) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST DATA, LOSS OF OPPORTUNITY, LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, OR FOR ANY DAMAGES FOR PERSONAL INJURY, EMOTIONAL DISTRESS OR PROPERTY DAMAGE RELATED TO, IN CONNECTION WITH, OR OTHERWISE RESULTING FROM ANY USE OF OR RELIANCE ON THE SERVICES.

    

   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 SERVICES IS LIMITED TO THE LESSER OF $100 OR 50% OF THE MOST RECENT MEMBERSHIP FEE YOU PAID. 

    

   THE LIABILITIES LIMITED BY THIS SECTION 9.b 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 9.b 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 9.b, our liability will be limited to the maximum extent permissible.

3. Insurance. VAUNT DOES NOT CARRY LIABILITY INSURANCE COVERING YOU OR YOUR GUESTS OR YOUR PROPERTY ON ANY FLIGHT ON AN AIRCRAFT NOT OWNED OR LEASED BY ITS AFFILIATES. IT IS THE SOLE RESPONSIBILITY OF THE OPERATOR TO MAINTAIN SUCH INSURANCE. 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.
4. Indemnity. YOU AGREE TO DEFEND (AT VAUNT’S OPTION), INDEMNIFY AND HOLD VAUNT GROUP HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS, DAMAGES, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES AND EXPENSES), ARISING OUT OF OR IN CONNECTION WITH: (I) YOUR USE OF THE SERVICES OR SERVICES OR PRODUCTS OBTAINED THROUGH YOUR USE OF THE SERVICES, TO THE EXTENT NOT DIRECTY CAUSED BY THE ACTIONS OF VAUNT; (II) YOUR BREACH OR VIOLATION OF ANY OF THESE TERMS; OR (III) YOUR VIOLATION OF THE RIGHTS OF ANY THIRD PARTY, INCLUDING THIRD-PARTY PROVIDERS.
   

These Terms shall be governed by and construed in accordance with the laws of the State of Georgia, without regard to its conflicts of law principles. Court proceedings that are excluded from the arbitration agreement in Section 11 must be brought in state or federal court in Atlanta, Georgia, unless we both agree to some other location. You and we both consent to venue and personal jurisdiction in Atlanta, Georgia for the adjudication of all non-arbitral claims.

1. Binding Arbitration and Class Action Waiver. The parties agree that all disputes shall be resolved only on an individual basis in arbitration as set forth in this Section 11 (hereinafter referred to as the “Arbitration Agreement”), and not as a class, collective, coordinated, consolidated, mass and/or representative action, except as provided below in Section 11.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 11.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.
2. 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.
3. 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.
4. 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.
5. 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.
6. 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.
7. Batch Arbitrations. To increase efficiency of dispute resolution, in the event you are represented 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.
8. 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.

9. 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.
10. Survival. Except as otherwise provided in this Section, this Arbitration Agreement will survive any termination of the Terms or of your access to the Services.
11. 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 11.b. If you do, the most recent version of this Arbitration Agreement before the change you rejected will apply.

We reserve the right to modify these Terms, the fees, additional conditions of your membership or change any part of the Services at any time. We will communicate material changes to these Terms by making the revised Terms available for your review on the Platform. The date that these Terms were last modified can be found at the end of these Terms. The modified Terms will become effective upon the date and time they are posted to the Platform. If you do not agree with the revised Terms, you may cancel your membership as provided in Section 5.a.iii and discontinue your use of the Services. By continuing to use the Services after any revised Terms come into effect, you agree to the revised Terms.

1. Assignment. You may not assign, transfer or delegate these Terms or your rights and obligations hereunder without our prior written consent. We may assign, transfer or delegate any or all of our rights and obligations at any time.
2. Entire Agreement.

   Except as may be supplemented by additional terms, conditions, policies, guidelines, or disclosures, these Terms set forth the entire agreement of the parties regarding your access to or use of the Services and supersede all prior or contemporaneous writings, negotiations, and discussions with respect to such subject matter.

3. Survival. Any provision of these Terms, which expressly, or by its nature, imposes obligations beyond the expiration, or termination of these Terms, shall survive such expiration or termination.
4. Severability. 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 these Terms 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.
5. No Waiver. Our failure or delay to enforce any right or provision in these Terms will not constitute a waiver of such right or provision unless acknowledged and agreed to by us in writing and no waiver will be construed as a waiver in any other or subsequent instance.