Standard Terms & Charter Consultant Agreement

1. ENGAGEMENT

The Undersigned client (the “Client” or “you”) hereby engages GP JETS LIMITED (A Limited company In United Kingdom of Great Britain Company number 15195770) or “us” or “we”) to Act as its consultant to arrange for the aircraft charter services described on the Charter Itinerary to which these Standard Terms & Conditions are annexed, on behalf of Client, from third party certified air carriers operating under :Part 135 of the Federal Aviation (on-demand air charter operations under Part 135 of the FAR (the “Charter Operator”) & Administration (“FAA”) Regulations (under Part 119 of the Federal Aviation Regulations ).The Civil Aviation Authority (CAA) , European Union Aviation Safety Agency (EASA)

2. RESERVATIONS & CANCELLATIONS

a) All charter quotes are based on aircraft size specific (light, mid, heavy). If type and tail number not been specified , Should the need arise to change the aircraft, GP JETS LIMITED reserves the right to substitute equipment (aircraft) of similar or larger capacity while maintaining the service contracted , the cost of the requested flight(s) may change ,Costumer shall be informed of any such change prior to flight. b) The quote is based upon aircraft and crew availability and is not confirm until signed and payment secured. All flights are non-smoking. Pets are permitted with prior approval before departure. Up on acceptance of terms and conditions listed herein, this document becomes a legal and binding contract between the parties (see engagement). c) All requests for services are subject to acceptance by GP Jets Limited. Your Charter Itinerary will be delivered by fax or email providing a confirmation number and the estimated price quote, and specifying the date(s) and departure time of travel, flight segments arranged on your behalf, aircraft type and other requests specified by you when booking your flight. You will be requested to sign and return a copy of the Charter Itinerary signifying confirmation of its contents and consent to these Standard Terms & Conditions Client understands and acknowledges that the cancellation of any Reservation or portion thereof within (2) calendar days of the scheduled departure date of the scheduled domestic trip and within (3) calendar days of the scheduled departure date of the scheduled international trip, will result in a cancellation charge of up to 100% of the quoted price for the trip. Confirmed departures within days of Peak Travel Days, as defined in paragraph 2(d), below are non-refundable, and the cancellation of any confirmed reservation within (7) days of departure either prior to the Peak Travel Day will result in a cancellation charge of up to 100%of the quoted price for the trip. Client acknowledges that any change in date, time, itinerary, number of passengers or type of aircraft may be deemed a cancellation charge. Client Acknowledges that a “no show” will be considered a cancellation and the client will be charged 100% the cost of the trip. Other types of cancellation charges may include, but are not Limited to: costs incurred as a result of partial completion of itinerary, including but not Limited to return of aircraft to base, plus the greater of (i) cost incurred for specifically positioning and repositioning an aircraft and flight crew in preparation for the cancelled trip, flight charges equivalent to two hours of operation for each day of the cancelled itinerary, or(iii) any fees incurred by GP JETS LIMITED as a result of the client’s cancellation. GP JETS LIMITED reserves the right to change the terms of its cancellation policy at any time. Any cancellation of any confirmed Charter Itinerary or portion thereof may be subject to the terms and conditions of the specific air carrier selected. GP JETS LIMITED assumes no responsibility for the disposition or cancellation of any reservation either by Client or air carrier. ALL ONE WAY CHARTER RESERVATIONS ARE NON-CANCELABLE AND NONREFUNDABLE AND ARE SUBJECT TO A 100% CANCELLATION FEE AT TIME OF BOOKING. f) Clients will not be charged for flights cancelled more than (2) calendar days prior to departure of a domestic trip and more than (3) Calendar days prior to the departure of an international trip, except for those expenses or cancellation fees specifically incurred by GP JETS LIMITED in preparation for such flights, or except for those instances when an advance deposit is required and Client has been informed of the cancellation fee. g) Peak Travel Days include the following: New Year’s Day, President’s Day, Easter Sunday, Passover, Memorial Day, Fourth of July, Labor Day, Thanksgiving,Christmas, Super Bowl. The term “Peak Travel Days” includes the day noted, as well as the four days prior and two days after.

3. PRICE QUOTES

The cost estimate provided by GP JETS LIMITED to Client for each specific Charter Itinerary, is subject to the following: a) Domestic and international flights may be subject to the federal excise tax and federal departure Tax, respectively. GPJets LIMITED will add the applicable tax, using the current rate, to each charter invoice, and Client will pay such amounts b) Client is responsible and agree to the cost estimate without limitation. Notwithstanding any such estimate. Client will pay the actual amount of applicable sales tax, flight fees, fuel surcharges, over flight permits, landing charges, catering costs, ground transportation, flight phone, customs fees, crew trip expenses, overflight permits, landing charges, aircraft de-icing, wifi/broadband usage, hangar rental, FBO charges, facility after-hours charges, and similar out-of-pocket expenses relating to the service provided should these amounts differ from the original cost estimate. c) If a deviation from the original itinerary is requested by Client and agreed to by GP JETS LIMITED, or if any such deviation is caused or necessitated by Client’s actions, then the amount owed by Client to GP JETS LIMITED may differ from the original cost estimate.

4. PAYMENT TERMS

a) Client shall be required to provide evidence of ability to pay prior to departure date. Client’s ability to pay shall take the form of one of the following; (i) an authorized credit card hold on a valid credit card held by the Client or a passenger listed on the itinerary of the requested flight, or (ii) prepayment of the quoted flight charges paid by any other means, such as wiring or a business check made out to GPJets Limited. GP Jets Limited has sole discretion, reserves the right to require prepayment in full or a percentage of quoted amounts for each Individual flight. All payments due upon signing this Agreement, Until funds are posted to GP JETS LIMITED ’s account, GP JETS LIMITED will not be held responsible for any changes regarding availability and pricing b) You agree to pay all costs, fees and expenses as set forth on the cost estimate and/or Charter itinerary, as well as all additional cost and expenses associated with your flight (including, but not Limited to, taxes, surcharges and fees Additional cost and expenses associated with your flight – a)Aircraft hangar de-icing charges GPJets Limited and Charter Operator has sole discretion to determines, it is prudent to use an aircraft hangar to avoid de-icing charges and/or inclement weather, Client will pay the actual cost of such hangar charge or rental. In the event the pilot-in-command of the aircraft determines that aircraft de-icing is appropriate before a flight, including a positioning flight to Client’s selected departure location, Client shall responsible for the cost of such de-icing. In addition, all de-icing events shall be subject to a $500 exterior cleaning fee. If Client refuses to accept financial responsibility for all de-icing charges, the flight(s) will be deemed cancelled by Client and will be subject to a cancellation fee of 100%. b) FBO SELECTION- All fixed base operations (FBOs) will be selected by the Charter Operator and/or GPJets LIMITED , and listed on the flight itinerary. If Client requests a different FBO, additional charges may apply. C)CATERING AND GROUND TRANSPORTATION -Client agrees that any catering and ground transportation requested by Client and arranged by GPJets LIMITED shall be subject to a 20% administrative charge and any cancellations will be subject to a cancellation fee of 100%. GP JETS LIMITED may require either payment in advance or an acceptable credit card guarantee. By providing your credit card information, you authorize GP JETS LIMITED to obtain payment from the issuer of the credit card you presented. If you do not make payment by other means, you agree to perform the obligations set forth in your agreement with your credit card issuer. However your credit card will only be charged if GP JETS LIMITED fails to receive payment within (7) days after receipt of an itemized invoice sent to you for completion of your flight Client will pay GP JETS LIMITED (a) the rate of the lower of (I) one percent per month or (ii) the highest percentage permitted by law on any charges outstanding more than 30 days after receipt of invoice, plus (b) the reasonable costs (including attorney’s fees) for collection of any past due fees, expenses and charges there under.

5. ACKNOWLEDGMENT OF OPERATIONS

Client acknowledges that GP JETS LIMITED is acting solely as a consultant and is not a carrier. Client acknowledges that GP JETS LIMITED does not operate the flights or provide the other services that Client authorizes GP JETS LIMITED to
book on Clients behalf. Of all aspects Client further acknowledges that the air charter suppliers have sole responsibility, liability and control of all aspects of the aircraft charter services provided to Client including without limitations, aircraft availability and pricing, the commencement and termination of scheduled flights, the operation , regulation, condition and safety of the flights, passengers, baggage, and cargo and other people and events associated with Client’s air travel, such as crew performance and catering services.

6. GRANT OF RIGHTS

Client acknowledges that there will be no use of the Operator’s name, or tail number of the aircraft, or any use of the aircraft identity with connection to the production. It should remain solely an exclusive property of the Consultant (GP JETS LIMITED) and the Operator. All other use of the aircraft photography and sound recording should be under the Rider to the Location Agreement attached to this Agreement.

7. SAFETY OF OPERATION

Without limitation, you acknowledge and agree that the air charter suppliers and/or their pilots, crew members, employees and/or agents will be solely responsible for all decisions regarding safety determinations with respect to the commencement, operation and termination of flights. Client further acknowledges that GP JETS LIMITED bears no responsibility for decisions regarding such safety determinations, and Client agrees to hold GP JETS LIMITED harmless from any and all consequences resulting from decisions regarding such safety determinations.

8. FORCE MAJEURE

GP JETS LIMITED will not be deemed to be in breach of its obligations hereunder or have any liability or responsibility for any delay, cancellation, or damage arising in whole or in part from any weather conditions, act of God, act of nature, acts of civil or military authority, civil commotion, war or warlike operations, or imminence thereof strike or labor dispute, blockade, embargo, government regulation, law, rule or authority, acts or omissions of government authorities including all civil aviation authorities, requisition of aircraft by public authorities, breakdown or accident to the aircraft, mechanical failure, lack of essential supplies or parts or if the safety of passengers and/or property is deemed by the aircraft commander or the carrier’s operational supervisors to be in jeopardy, or for any cause beyond the direct control of GP JETS LIMITED Under the above circumstances (8 Force Majeure), the client will be reimbursed full or partial payment of the total payment received, if there was no flight in progress related to this specific Itinerary such as repositioning, flight crew, and any additional expenses , which will be deducted from the total. Such non-performance is excused and such party may terminate this agreement without further liability of any nature, and any monies paid to GP JETS LIMITED for whatever reason shall be refunded to Client within 14 days.

9. DAMAGES

a) Neither the air charter suppliers nor GP JETS LIMITED shall have the liability or responsibility for delay, cancellation or failure to furnish any service to be provided to you when caused by mechanical difficulty, weather conditions, acts of God, acts of nature, acts of civil or military authority, civil commotion, war or war like operations or imminence thereof, strikes or labor disputes, blockade, embargo, government regulation, law, rule or authority, acts or omissions of government authorities including all civil aviation authorities, requisition of aircraft by public authorities, breakdown or accident to aircraft, mechanical failure, lack of essential supplies or parts, or if the safety of passengers and/or property is deemed by the aircraft commander or the carrier’s operational supervisors to be in jeopardy, or for any cause beyond their reasonable respective control. b) You assume all liability and responsibility for your safety, schedule, baggage, cargo, business and personal activities and financial ramifications associated with your air reservation and travel arranged by GP JETS LIMITED, and performed by the air charter suppliers c) You, your agents, guest or passengers or any employees, if applicable, shall not engage in any act or possess any substance or allow cargo to contain any substance which may result in the seizure or forfeiture, or unsafe operation of the aircraft used in the charter contracted for you by GP JETS LIMITED. d) GP JETS LIMITED makes no representations or warranties of any kind, either express or implied, as to any matter Limited to, implied warranties of fitness for a particular purpose, merchantability or otherwise. e) If the Client’s journey involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limit’s the liability of the Carrier for death or personal injury and for loss of or damage to baggage. f) You shall indemnify and hold harmless GP JETS LIMITED, together with, but not Limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all liabilities, losses, damages, penalties, cost and expenses on account of any claim, suit, action, demand, proceeding or anything of a similar nature made or brought against any of the indemnified parties as a result of the services performed hereunder on your behalf, during the scheduled itinerary only-not including flight, and taxing to hanger. g) Client will indemnify and hold GP JETS LIMITED harmless against any loss damage or expense incurred by GP JETS LIMITED by reason of any action or omission of client, it’s employees, agents, passengers and guests, furthermore, client agrees to pay for any damages to the charter aircraft caused by client or any employee, agent, passenger or guest of client, normal wear and tear excluded.

10. REGULATIONS

This agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not Limited to, those promulgated by the FAA which now or hereafter may be imposed or required. a) DOCUMENTATION AND SECURITY All passenger information, including full legal names and birth dates, must be provided to GPJETS, LIMITED at least 24 hours before departure for domestic flights and 72 hours before departure for international flights. A valid government issued ID is required for any passenger over 18 years of age. In the event any Client-supplied security information or travel documentation is in error or invalid, Client is solely responsible for any governmental fines or penalties. Client acknowledges and agrees that any discrepancy in passenger information or documentation may cause departure delays or flight cancellations which are the sole responsibility of Client. If any passenger under the age of 18 is traveling with only one parent or legal guardian, the other parent or legal guardian must submit to GPJETS, LIMITED, at least 72 hours before departure, a notarized statement authorizing the travel and releasing GPJETS, LIMITED and air carrier from any liability. Failure of Client to provide passenger information as required or any failure of a passenger to present to the crew a valid government-issued ID or any required travel shall be consider a flight(s) cancellation by Client and be subject to a 100% cancellation fee.
b) PETS
Pets will not be allowed on charter flights unless requested in advance by Client and approved in writing by GPJETS Limited .If transportation of a pet is approved, Client agrees to be liable for any aircraft damage caused by the pet. If Client arrives at the airport with a pet and has not previously requested and obtained prior approval of pet transportation, the flight may be cancelled and subject Client to a 100% cancellation fee.
c) WEAPONS
GPJETS, Limited must be notified at time of booking if weapons are to be carried on a charter flight. For domestic flights and flights to Canada, certain firearms are permitted onboard as long as they are transported in accordance with applicable regulations of the United States Transportation Security Administration and/or Transport Canada. Failure to provide GPJETS, LIMITED with the required advance notice of the carriage of weapons may result in a flight cancellation and subject Client to a cancellation fee of 100%.
d) HAZARDOUS
The air carriers used by GPJETS Limited , generally are not approved to transport dangerous good or hazardous materials (e.g., explosives, munitions, flammable articles, illegal drugs), with the exception of certain allowed items. A list of such allowed items is available from GPJETS, LIMITED upon request. No baggage or goods will be carried when, in the judgment of the pilot-in-command, such goods or baggage(a) might endanger the aircraft, persons or property;(b) might be likely to be damaged by air carriage; (c) are unsuitably packaged for transport; (d) are improperly or inadequately labeled; or (e) the carriage of such goods or baggage might violate the regulations of any country, state, or region flown into, out of or over. Failure to notify GPJets Limited of any proposed transportation of hazardous materials may result in flight cancellation and subject Client to a 100% cancellation fee.

11. TERMINATIONS

The Client acknowledges in the event of the Termination of this Agreement due to default by Client, GP JETS LIMITED may cease to provide all remaining services under this Agreement and shall have all right to bring an action or claim against Client for all sums which may be due and owing hereunder and to pursue all other remedies available to it at law or in equity (including, without limitation, attorney fees, costs, and expenses). GP JETS LIMITED reserves the right, in its sole discretion, to suspend Charter Services hereunder during any period provided for curing the default by Client. Notwithstanding the foregoing, Client shall remain liable and responsible for all payment obligations under this agreement.

12. EXCLUSIONS OR ADMISSIONS

GP JETS LIMITED will be held harmless by Client for any misrepresentation presented by the carriers, on GP JETS LIMITED ’S website or otherwise. Any exclusion or omissions either express or implied are not the responsibility of GP JETS LIMITED, notwithstanding the foregoing,
GP JETS LIMITED warrants that the aircraft supplied to client will be the same aircraft represented in the photograph provided to client.

13. REGULATIONS

This agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not Limited to, those promulgated by the FAA, which now or hereafter may be imposed or required. 14) CHOICE OF LAW This agreement shall be construed, interpreted and enforced in accordance with, and shall be governed by, the laws of The United Kingdom of Great Britain, both procedural and substantive, without regards to the principles of conflicts of law. 15 UNENFORCABILITY OR PROVISIONS The illegality or no validity of any paragraph, clause or provision contained or referred to in this Agreement shall not affect or invalidate any other paragraph or provision hereof. If any provision of this agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this agreement shall nevertheless remain in full force and effect.

16. ENTIRE AGREEMENT

This agreement constitutes the entire agreement and understanding of the Parties and no amendment, modification or waiver of any provision herein shall be effective unless in writing and executed by GP JETS LIMITED and Client. Any and all prior agreements, understandings and representations are hereby terminated and cancelled in their entirety and are of no further force and affect. Any terms and conditions contained within the Charter Itinerary are incorporated by reference herein. The parties acknowledge that no other party, or any agent or attorney of any other party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement, and acknowledge that they have not executed this instrument in reliance on any such promise, representation or warranty not contained herein, and further acknowledge that there are no other agreements or understandings between the Parties relating to this Agreement That are not contained herein.

17. ATTORNEY’S FEES

The Client understands and agrees that any breach of this Agreement, or any action, cause, claim, damage, demand or liability arising from his or her breach of this Agreement, could make him or her liable in a complaint, cross-compliant or counterclaim for all resulting damages, including attorneys’ fees and legal expense.

18. COUNTERPARTS

This agreement may be executed in one or more counterparts, each of which shall be deemed to be duplicate originals, and one and the same Agreement. Facsimile signatures shall be considered original, legal and binding signatures.

19. WAIVER

Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

20. INDEMNIFICATIONS

Client agrees to indemnify, hold harmless and defend GP JETS LIMITED, together with, but not Limited to, its affiliates, subsidiaries, parent corporations, successors or assigns and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all actions, causes, claims, damages, losses, penalties, demands, obligations or liabilities, expenses or disbursements (including, without limitations, reasonable cost and attorney’s fees), asserted by any third party, arising
out of or relating to this Agreement, except to the extent caused by the negligence or willful misconduct of GP JETS LIMITED.