Slate Shuttles, LLC, a Delaware limited liability company (“Slate Shuttles”), is committed to protecting our visitors’ and members’ privacy. This Privacy Notice (“Notice”) describes the types of information Slate Shuttles may collect and how we may use that information to better serve visitors and members while using our mobile application (the “Application”), our Website (the “Website”) and the services offered by Slate Shuttles (collectively, “Services”).

1. Application of This Notice

1.1 This Notice applies to our collection, use, and processing of your personal information. We collect, use, and process your personal information when you use our Services. This includes when you use our Website or Application, book flights with us, or communicate with us in any format, and when you interact with our advertising and applications on social media and other third-party sites and applications.

1.2 This Notice does not apply to information collected by any third party, including through any application or content (including advertising) that may link to or be accessible from or on the Website or Application. These companies will have their own privacy notices, and you should check these notices to find out how they will use your data.

1.3 Please read this Notice carefully to understand our policies and practices regarding your information and how we will treat it.

1.4 This Notice may change from time to time (see section “Changes to this Privacy Notice” below). Your continued use of the Services after we make changes to this Notice is deemed to be acceptance of those changes, so please check this Notice periodically for updates.

1.5 If you have questions about this Notice, please contact us as described below (see section 12 “Questions and Contact Details”).

2. Children under the Age of 13

2.1 The Application and the Website are not intended for children under 13 years of age. However, due to the nature of our Services, Slate Shuttles may collect and maintain travel information about children under the age of 13 when necessary to comply with aviation or security regulations, for safety or security reasons, or as otherwise necessary for Slate Shuttles to arrange transportation or other Services requested by you, upon receipt of parental or guardian consent to process such information.

2.2 We use the information collected about children known to be under age 13 only to provide Services not for any marketing or promotional purposes.

2.3 We will disclose personal information about children if required by law, e.g., to comply with a court order or subpoena, or to protect the safety and security of members.

2.4 If you are under age 13, do not use or provide any information through the Application or the Website or through any of their features, do not make any purchases through the Application or the Website, do not use any interactive features of the Application or the Website and do not provide any information about yourself to us, including, but not limited to, your name, address, telephone number, email address or any screen name or user name you may use. If we learn that we have collected or received personal information from a child under age 13 without verification of parental or guardian consent, we will delete that information. If a child under age 13 has provided us with personal information without parental or guardian consent, the parent or guardian may contact us as described below (see section 12 “Questions and Contact Details”).

3. Information We Collect

3.1 This section sets out when, how, and why we collect your personal information. In some countries, we are required to have a legal justification for processing your information. To find out the legal justification that we rely on when processing your personal information, please see the table below.

3.2 How We Collect Information About You. We collect information about you in a variety of ways depending on how you interact with us and the Services, including: (a) directly from you when you provide it to us, (b) automatically as you navigate through the Application or the Website (information collected automatically may include device type, geolocation, usage details, IP addresses, and information collected through cookies and other tracking technologies), and (c) from third parties (for example, public records search services and other business partners).

3.3 Information We Collect About You and Why. We will only collect and process personal information about you if we have a lawful reason to do so. The lawful reason we rely upon to process your personal information will generally be one of the following:

– Where we need to process your personal information to perform the contract we are about to enter into or have already entered into with you;     – Where we have a legal obligation to process your data, for instance for identity verification and due diligence purposes, business taxation legislation;     – Where it is necessary for our legitimate interests in operating our business lawfully and effectively, managing our relationship with and providing Services to you, and to ensure the safety of our customers and other third parties; or     – In certain circumstances, such as where we provide you with marketing information, where we use geolocation tracking, or where we rely on your consent to process your personal information, you have the right to refuse to give your consent or to withdraw your consent at any time. For more information on how you can withdraw your consent, please see section 8.1 (“Your Choices”).

The following provides examples of the type of information that we collect in a variety of contexts and how we use that information.

3.4 Automatic Data Collection. In addition to the personal information we collect from you, as you navigate through, interact with and use our Services, we may use automatic data collection technologies to collect certain information about your equipment, browsing actions and patterns, including:

3.4.1 . A device ID (device identification) is a unique device identification associated with a mobile device. It may be possible to limit device ID tracking by adjusting the settings on your mobile device. However, if limit device ID tracking you may be unable to access the Application or certain features in the Application.

3.4.2 . Mobile devices contain a GPS (global positioning system) chip that uses satellite data to calculate your geolocation. It may be possible to disable geolocation tracking by turning off the location feature in the settings on your mobile device. However, if you disable location tracking you may be unable to access the Application or certain features in the Application. Where required by law, we will obtain your consent to use geolocation tracking.

3.4.3 . When you visit our Website or Application, we collect certain information by automated means using cookies. A cookie is a small file placed on your computer or mobile device. It may be possible to refuse to accept cookies by adjusting the settings on your browser or mobile device. However, if you select this setting, you may be unable to access the Application or the Website or certain features in the Application or the Website. Cookies are small text files stored on your device when you visit a website. For more information on the cookies that we use please read our Cookie Notice.

3.4.4. Pages of the Website, the Application, and electronic communications may contain small electronic files known as web beacons (also referred to as clear gifs, pixel tags, and single-pixel gifs) that permit Slate Shuttle, for example, to count users who have visited those pages or opened a message and for other related statistics (for example, recording the popularity of certain content and verifying system and server integrity). Some web beacons may be disabled by adjusting the settings in your browser or email settings or by installing browser add-ons. However, if you disable web beacons, you may be unable to access the Application or the Website or certain features in the Application or the Website.

3.4.5 Our website may also feature links to social media websites. When using these links, or our respective pages on these providers’ platforms, we encourage you to read and refer to the service provider’s privacy notice.

3.4.6 . A server log is a log file or several files that are automatically created and maintained by a server that track activities performed. Server logs cannot be disabled by users. We use the information listed in this section for our legitimate interests, including to troubleshoot application errors and to provide you with the most up to date application and features, to collect information about your activities over time and across third-party websites or other online services (behavioral tracking), to improve the Application and the Website and to deliver better and more personalized Services, and to determine relevant flights, products, services, and promotions that you may be interested in (for example, this data allows us to use your location to send you push notifications about what is going on around you), and for purposes of analytics and flight scheduling, such as to calculate your charter fare. Where required by law, we will obtain your consent for the deployment of cookies and similar technologies on our Services.

3.5 Your User Contributions. You also may provide information to be published or displayed (hereinafter, “posted”) on public areas of the Application or the Website, or to be transmitted to other users of the Application or the Website or third parties (collectively, “User Contributions”). Your User Contributions are posted on and transmitted to others at your own risk. We cannot control the actions of other users of the Application or the Website with whom you may choose to share your User Contributions. Therefore, we cannot and do not guarantee that your User Contributions will not be viewed by unauthorized persons.

3.6 Information That You Provide About Others. In certain circumstances we may collect other people’s information from you, such as where you book flights for other people – we will require you to provide their name, date of birth and passport information. Where you provide other people’s personal information, it is your responsibility to ensure that those people are happy for you to share their personal information with us, and to make them aware of how and why we use their personal information by telling them about the information contained within this Notice.

4. How We Use Your Information

4.1 We use the information we collect to provide you with products and Services. In addition to the purposes and uses described above, we use information for one or more of the following reasons:

To allow you to register an account with Us and navigate the Website and/or mobile application;

To allow us to manage our relationship with you and to allow us to contact you to keep you informed of your bookings and other requests, such as requests to change your booking details;

To contact you with reminders regarding your bookings and your flight via in-app messaging, SMS and/or email (e.g., check-in or gate change information), to notify you of any disruption to your flight (e.g., if your flight is delayed or cancelled), or to advise you of the availability of catering or other inflight services requested by you;

To allow flight operators to calculate luggage allowances for a specific flight and to ensure they are able to balance the aircraft, and to ensure they are aware of any disabilities or dietary requirements;

To ensure that you are able to successfully board your flight, you have a safe and comfortable flight and to enable you to navigate border control;

To investigate and respond to and resolve complaints concerning our Services, or to provide you with customer support in order to assist you;

To allow us to respond to any of the rights you have, or to comply with any of the rights that you have exercised;

To send relevant marketing information to you where you have consented to receiving it;

For such other purposes as you may consent (from time to time);

As otherwise permitted or required by applicable law.

Although the sections above describe our primary purpose in collecting your information, in many situations, we have more than one purpose. For example, if you complete an online purchase, we may collect your information to perform our contract with you, but we also collect your information as we have a legitimate interest in maintaining your information after your transaction is complete so that we can quickly and easily respond to any questions about your order. As a result (and as permitted by law), our collection and processing of your information is based in different contexts upon your consent, our need to perform a contract, our obligations under law, and/or our legitimate interest in conducting our business.

To provide our services, and for the purpose of preventing illegitimate use of Our services, we may carry out profiling of our customers and their activities using automated processes. If this occurs, we will always ensure that final decisions based on these profiles and information are taken by natural persons.

5. How We Share Your Information

5.1 Sharing with Third Parties. We may share your information with the following third parties: (a) our subsidiaries and affiliates to enable us to operate and manage our business and whom may provide certain services to us or you from time to time; (b) to providers of professional services who provide certain services to us, such as consultancy, banking, legal, insurance and accounting services; (c) to service providers who we use to support our business and allow us to provide the Services to you, including third parties who: operate aircrafts on our behalf to enable us to provide the flights we offer you, who provide food and beverage services and other services you ask us to provide through our concierge team, perform certain searches for us (including searches of public records), including to enable us to verify your identity and to perform fraud protection and credit risk searches, process payments on our behalf, provide our IT infrastructure, provide IT services to us such as data storage services, data analytics and hosting services, provide service and maintenance services to us to ensure that our Website and Application work properly; (d) to event partners who organize or provide services at an event on our behalf; and (e) to social media, advertising and other companies who we use to provide you with information about our Services and to measure the performance of our advertising campaigns.

5.2 When you book a flight with us, in certain airports, you the customer will have the opportunity to choose and book your own meal directly via our service provider. When your flight is confirmed, You will receive an email with a link which will redirect you to our service provider’s homepage, where you will be able to order your preferred meal. A credit will be granted to you by Slate Shuttle; should your order exceed such credit awarded to you, you will be prompted to process the payment for the exceeded amount.

5.3 Other Sharing Scenarios. There are several other scenarios where we may disclose your information, including: (a) to a buyer or other successor to our business; (b) for other purposes we disclose to you when you provide the information; (c) to comply with any court order, law or legal process, including to respond to any government or regulatory subpoena or other request; (d) to enforce or apply our Membership Agreement, Terms of Use, Copyright Notice, Charter Terms, Public Charter Operator-Participant Agreements or other agreements; (e) we believe disclosure is necessary or appropriate to protect the rights, property or safety of Slate Shuttles, our customers or others.

5.4 We may ask if you would like us to share your information with unaffiliated third parties who are not described elsewhere in this Notice. In this event, We will always specify the purpose for sharing Your personal data. If You wish to receive more information, please refer to section 12 “Questions and Contact Details”.

6. Transfer of Your Information to Other Countries

6.1 In certain circumstances, we may transfer your personal information outside the country or territory where the information is collected for the purposes described in this Notice. As a result, your information may be processed in a foreign country where privacy laws may be less stringent than the laws in your country. With respect to transfers originating from the European Economic Area (“EEA”) or the United Kingdom (“UK”) to a country outside of the EEA, such as the United States, we will only do so if an adequate level of protection is afforded to it by ensuring that at least one of the following safeguards is implemented:

6.1.1 The country to which your personal information will be transferred has been deemed by the European Commission or the UK Information Commissioner’s Office to provide an adequate level of protection for personal information; or

6.1.2 Where we have put in place specific contracts with the party to whom we will transfer your personal information that include the EU Standard Contractual Clauses issued by the EU Commission under Implementing Decision (EU) 2021/914 of 4 June 2021, supported by additional measures as may be required.

6.2 If you have any questions relating to transfers of your personal information, or you would like to obtain information on the specific safeguards in place in relation to transfer to a particular third party or third country, please contact as described below (see section 12 “Questions and Contact Details”).

7. Our Retention of Your Data

7.1 We will only retain your information for as long as reasonably necessary to fulfil the purposes we collected it for, including for the purposes of providing Services to you, and for satisfying any legal, regulatory, tax, accounting or reporting requirements.

7.2 We will retain the information that we collect about you while you are utilizing Our services and accessing the Application and, unless we are required to keep your information for longer to comply with any legal, regulatory, tax, accounting or reporting requirements, We will delete it in accordance with applicable law and regulations. If You wish to receive more information on how long We keep Your data, please contact us at  info@flyslate.com.

7.3 In certain circumstances you have the right to ask us to delete your data sooner (see “Your Choices and Rights” below). Following receipt of such a request, we will delete all the information that we are not required to retain.

7.4 If you have any questions or queries about the retention period for certain information, you can simply contact us as described below (see section 12 “Questions and Contact Details”).

8. Your Choices and Rights

8.1 Your Choices. Where we rely on your consent to enable us to process your information, you can withdraw it at any time by doing the following:

8.1.1 To change your marketing preferences or to stop receiving marketing communications, or for any other situation where we have obtained your consent to process your information, contact us as described below (see section 12 “Questions and Contact Details”). You can also follow any unsubscribe instructions in the marketing communications you receive from us.

8.1.2 To disable location tracking and push notifications, you can change the settings on your device. To stop push notifications, you will need to use your browser settings.

8.1.3 You can also choose not to provide us with any information; however, it may be needed to utilize the Services, and, where you do not provide us with the information we have requested, we may not be able to perform the terms of a contract we have with your or to provide you with the Services. We also may need your information to comply with applicable law.

8.2 Your Rights. Some jurisdictions, such as the EU and the UK, give you rights with respect to your personal information, including:

8.2.1 . The right to object to our processing of your data where we are relying on a legitimate interest to process your information and there is something about your particular situation that makes you want to object to processing on this ground as you feel it impacts on your rights and freedoms. This includes where we make automated decisions about you without any human intervention in the process, or where we process your information for direct marketing purposes;

8.2.2 The right to request that your information be erased where there is no good reason for us continuing to process it;

8.2.3 . The right to restrict us from processing your information further in certain circumstances, such as where you want us to establish the data’s accuracy or the reason for us processing it;

8.2.4 . The right to obtain information regarding the processing of your personal information and the right to receive a copy of the information we hold about you;

8.2.5 . The right to obtain from us some of your information in a structured, commonly used and machine-readable format and have the right to transmit that data to another data controller;

8.2.6 . The right to correct, amend, or update information that is inaccurate or incomplete (where you have an account with us, you can also do this by logging in and updating your information);

8.2.7 . Where we rely on your consent to process your personal information, you have the right to refuse to give your consent or to withdraw your consent at any time.

8.2.8

Where automated decision-making is performed, You have the right not to be subject to a decision based solely on automated processing, including profiling, which could affect You. If such decision is necessary for the performance of a contract or based on consent, You as a data subject have the right to obtain human intervention, to express Your point of view and to contest the decision.

8.2.7 . The right to opt-out of online tracking based targeted advertising (e.g., cookies); You can do so via our Cookies Dashboard. Please note that if you change browsers or computers, or if you clear your browser’s cache, you may need to click the link again to apply your preference. You may also opt-out of other forms of targeted advertising by submitting a request as described below;

8.2.8 . The right to request that your personal information is not sold.

8.2.9 If you are in the EEA or the UK, You also have the right to lodge a complaint with a supervisory authority if you are not happy with how we handle your information; although we encourage you to try to resolve any complaints directly with us before doing so by contacting us at info@flyslate.com. A list of Supervisory Authorities within the EEA can be found here. If you are in the United Kingdom, your Supervisory Authority is the Information Commissioner’s Office, https://ico.org.uk/.

9. Exercising Your Rights (Including Accessing, Correcting and Deleting Your Information)

9.1 To exercise any of your rights described above, please follow the instructions below.

9.1.1 For California Residents – If you wish to exercise any of these rights – please request deletion from info@flyslate.com California residents can also request to exercise any of the above by calling Toll Free on +1 (888) 914-9661 Enter PIN: 179339. You may designate an authorized agent to submit requests to exercise certain privacy rights on your behalf. If you are an authorized agent submitting a request on behalf of an individual, you must attach a copy of a completed Authorized Agent Designation Form indicating that you are able to act on another person’s behalf.

9.1.2 For EU or UK Residents – If you wish to exercise any of these rights –please request deletion from info@flyslate.com

9.2 Please note that as required by law, we will require you to prove your identity. We may verify your identity by phone call or email. Depending on your request, we will ask for information such as your name, the last item you purchased from us, or the date of your last purchase from us. We may also ask you to provide a signed declaration confirming your identity.

9.3 Please note that, while we will carefully assess every request we receive, we may not always be able to comply with your request. In some cases, we may limit or deny your request because the law permits or requires us to do so, or if we are unable to adequately verify your identity. For example, we may not accommodate a request to change or delete information if we believe it would violate any law or legal requirement or where we require the information to exercise or defend legal claims. We also may not accommodate a request to change information if we believe the change would cause the information to be incorrect. We will not discriminate against individuals who exercise their privacy rights under applicable law. If you ask us to delete your User Contributions from the Application or the Website, copies of your User Contributions may remain viewable in cached and archived pages or might have been copied or stored by other users of the Application or the Website.

9.4 Please note that if you exercise certain rights, it may have an effect on our ability to provide you with the Services you have requested. For example, we cannot delete your personal information except by also deleting your user account (which may result in cancellation of your membership); and we are not able to provide you with a flight booking where you do not provide us with your name, date of birth and passport information.

10. Security and Confidentiality

We have implemented measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration, and disclosure. The safety and security of your information also depends on you. Where we have given you (or where you have chosen) a password for access to our Services, you are responsible for keeping this password confidential. We ask you not to share your password with anyone. We also urge you to be careful about giving out or posting your information in public areas like message boards as the information you share in public areas may be viewed by other users. Unfortunately, the transmission of information via the internet is not completely secure. Although we use reasonable efforts to protect your personal information, we cannot guarantee the security of your personal information. In the event that we are required by law to inform you of a breach to your personal information we may notify you electronically, in writing, or by telephone, if permitted to do so by law.

11. Changes to This Privacy Notice

We may update this Notice to reflect changes to our information practices. Such changes will be effective upon posting on the Application and the Website, unless we make significant changes to the Notice where we will notify you before they become effective. We encourage you to periodically review this page for the latest information on our information practices.

12. Questions and Contact Details

If you have any questions about this Notice, or our approach to privacy, please contact us at the appropriate address below:

For US Residents

By mail at Slate Shuttle, 1475 Centrepark Boulevard, Suite 210, West Palm Beach, FL 33401or via email at info@flyslate.com.

For EU/UK Residents

By mail at Slate Shuttle, 1475 Centrepark Boulevard, Suite 210, West Palm Beach, FL 33401 or via email at info@flyslate.com.

13. Additional Information For California Residents

13.1 California law requires us to disclose the following additional information related to our privacy practices. If you are a California resident, the following privacy disclosures apply to you in addition to the rest of the Privacy Notice.

13.2 California Shine the Light. If you are a California resident, you have the right to request certain information regarding our disclosure of your Information to third parties for direct marketing purposes pursuant to Section 1798.83 of California Civil Code. If you would like more information concerning the categories of personal information (if any) we share with third parties or affiliates for those parties to use for direct marketing, please submit a written request to us using the information in the “General information” section above. If you or your authorized agent wish to opt-out of the sale of your personal information, or of targeted advertising, please raise a request via email at info@flyslate.com.

13.3 “Do Not Track” Disclosure. We do not currently recognize the “Do Not Track” signal.

13.4 California Notice of Financial Incentive.We may offer programs that provides certain perks, such as discounts and exclusive offers (the “Loyalty Programs”). When you sign up for a Loyalty Program, we will ask you to provide your name, email address, and in some cases your telephone number. Under California law, our Loyalty Programs might be interpreted as “financial incentive” programs as they involve the collection of personal information. We do not assign a monetary value to the information we collect. Based on our reasonable estimate, the value of your personal information to us is related to the value of the free or discounted products or services that you obtain. This value is based on the expense related to offering those free or discounted products or services. You may withdraw from participating in the Loyalty Programs at any time by contacting us at the address described in the program terms and conditions. If you wish to receive more information, please contact Us using the details in section 12 “Questions and Contact Details.

13.5 California Information Disclosure. The table below describes the categories of personal information collected, disclosed for a business purpose, “sold” and/or “shared” in the past 12 months (as those terms are defined by California law). We do not knowingly sell the information of minors less than 16 years of age without affirmative authorization. Please note, in addition to the recipients identified below, we may disclose any of the categories of personal information we collect with government entities, as may be needed to comply with law or prevent illegal activity. For details regarding how we use personal information, please see the “Information We Collect” section of this Notice. For information regarding how long we retain personal information, please refer to the “Our Retention of Your Data” section of this Notice.

13.6 California Sensitive Information Disclosure. We collect the following categories of sensitive personal information (as defined under California law): driver’s license, passport information, state identification card, social security number, precise geolocation, account log-in, debit card or credit card number in combination with any required security to access code, password, and health information. This information is collected in order to process transactions, comply with laws, manage our business, or provide you with services.  Note that we do not use such information for any purposes that are not identified within the California Privacy Rights Act Section 1798.121. We do not “sell” or “share” sensitive personal information for purposes of cross-context behavioral advertising.

13.7 Non-Discrimination. If you choose to exercise any of your rights under the CCPA/CPRA, we will not deny the services you requested or provide a different quality of service.

I. GENERAL

This Public Charter Operator Agreement (the “Agreement”) sets forth the terms and conditions under which Slate Shuttles, LLC (“Slate Shuttles”), whose principal place of business located at 1475 Centrepark Boulevard, Suite 210, West Palm Beach, FL 33401 in return for payment of the amount indicated as the total charter price, agrees to provide to each participant (the “Passenger”) participation in a charter flight (the “Charter Flight”). The US Department of Transportation (“DOT”) requires Passenger to accept and sign the terms of the Agreement at the time of payment. The price of your trip, dates of the outbound and return flights, origin and destination cities, and other conditions, are as specified in the applicable itinerary and/or your accepted reservation and are incorporated herein by reference. Unless otherwise specified, the price includes only air transportation.

II. PASSENGER RULES OF CONDUCT

Slate Shuttles requires all passengers to strictly adhere to the following rules of conduct in order to ensure a safe, friendly and respectful experience on flights arranged by Slate Shuttles and at events organized or sponsored by Slate Shuttles. These rules are not intended to restrict the rights of anyone, but rather to ensure that all passengers, as well as Slate Shuttles and aircraft operator personnel, can expect to be safe and treated with dignity and respect at all times. If Passenger engages in conduct that Slate Shuttles considers improper, offensive or likely to risk endangering the safety of other passengers or Slate Shuttles or aircraft operator personnel, then Passenger may be reprimanded and/or denied transportation. All determinations will be made in the sole discretion of Tri-State Charter, LLC, the operator of the Charter Flight (“Operator”) (or other U.S. direct air carrier) and Slate Shuttles’ management.

In addition, if the conduct of Passenger endangers the aircraft or any other passenger or property while on board; obstructs or hinders the crew in the performance of their duties; fails to comply with any instruction of the crew, including, but not limited to, smoking in any form (including electronic cigarettes, vaporizers and similar devices) or use of drugs or alcohol; involves the use of any offensive, threatening, abusive or insulting words towards the crew, other passengers or Slate Shuttles personnel; or involves behavior which causes discomfort, inconvenience, damage or injury to the crew, other passengers or Slate Shuttles personnel, then the crew may take such measures as it deems necessary to prevent continuation of such conduct, including restraint. Passenger may be disembarked and refused onward carriage at any point and may be prosecuted for offenses committed on board the aircraft.

The following rules of conduct will be strictly enforced.

1. In accordance with FAA rules and regulations, Passenger is prohibited from consuming any alcoholic beverages on board any flight that are not provided in the minibar located on the aircraft or served by a cabin server. Passenger shall not bring alcohol on board the aircraft for consumption during a flight.
2. Slate Shuttles has zero tolerance for transportation or use of narcotics and other controlled substances, such as drugs and drug paraphernalia, regardless of whether certain substances may be considered legal in any states.
3. The crew reserves the right to deny boarding if Passenger appears intoxicated. If Passenger is denied boarding because he or she is intoxicated, Passenger will not be entitled to a refund or alternative transportation.
4. Passenger can transport not more than $50,000 (or foreign equivalent) cash on any Charter Flight. Passenger will be denied boarding if he or she is in possession of more than $50,000 (or foreign equivalent) cash.
5. Passenger must be respectful of other passengers and of Slate Shuttles and Operator personnel.
6. Slate Shuttles has zero tolerance for any type of harassment or offensive behavior, including, but not limited to:
   • any kind of verbal or physical abuse, including abuse of Slate Shuttles employees and representatives;
   • any form of discrimination;
   • the use of profane language, gestures, insults or similar behavior;
   • unwanted solicitation;
   • loud or boisterous behavior; or
   • creating strife, conflict or divisiveness within the Slate Shuttles community.
7. Passenger must observe proper etiquette on flights arranged by Slate Shuttles.
8. Passenger must maintain appropriate hygiene on flights. If someone’s hygiene is offensive to a reasonable passenger, then it would violate Slate Shuttles’ rules of conduct.
9. While Slate Shuttles does not have a specific dress code on flights, Passenger must wear appropriate attire. Shoes must be worn at all times. Sexually suggestive and offensive clothing is prohibited.
10. Passenger must not cause damage to any aircraft or to amenities on any aircraft.
11. Passenger shall respect the privacy rights of other passengers. No photos or videos may be taken of another passenger or shared on social media without the prior consent of such passenger.
12. Passenger has no authority to instruct aircraft crew in their job performance and duties.
13. Passenger must strictly adhere to all policies, procedures, rules and regulations of the Operator.

Slate Shuttles, in collaboration with crew members, will strictly enforce these rules of conduct. If Passenger violates any of the rules outlined above or other terms and conditions of this Agreement, Operator shall have a right to deny boarding to, or refuse continued transportation of, Passenger; in which case, the cancellation fees listed below will apply. Passenger is responsible for the conduct of Passenger’s guests. Slate Shuttles shall not be responsible for alternative transportation if a Passenger or Passenger’s guest is denied boarding or continuous transportation due to the violation of any of the rules above.  This Section II shall in all aspects be subject to the requirements of Part 382 of DOT’s rules.

III. CHARTER PRICE

The quoted charter price includes charter air transportation for the Charter Flight and all applicable taxes and government-imposed fees. Fares are subject to availability at the time of booking and are subject to change until booking is completed. Passenger is responsible for all incidental expenses incurred during or after the Charter Flight.

IV. CANCELLATIONS, CHANGES OF DATES AND REFUNDS

Please note that the following cancellation penalties will apply to purchases of seats on a Slate Shuttles public charter flight, unless otherwise specified in a valid written agreement between Passenger and Slate Shuttles:

1. a cancellation fee of one-hundred percent (100%) of the charter price (i.e., no refund) for cancellations within twenty-four (24) hours of the flight departure;
2. a cancellation fee of fifty percent (50%) of the charter price for cancellations made between 24 hours and 7 days prior to the flight departure;
3. a cancellation fee of twenty-five percent (25%) of the charter price for cancellations made more than 7 days prior to the flight departure; and
4. a cancellation fee of one hundred percent (100%) of the charter price (i.e., no refund) for no shows, failures to arrive at least 30 minutes prior to boarding in possession of valid government issued identification or violation of any terms and conditions of this agreement that result in denial of boarding(collectively, “Cancellation Fees”).

Passenger agrees and acknowledges that even if the flight that they booked was complimentary or booked using credits or other non-monetary currency, they will be liable to pay the Cancellation Fee. The Cancellation Fee will not apply if Passenger’s seat on a cancelled flight is occupied by a substitute passenger. If, at time of cancellation, a Passenger provides a substitute participant utilizing the same itinerary, or if Slate Shuttles provides the substitute, a full refund less a $25 administrative fee will be provided.  Slate Shuttles shall not be deemed to have provided a substitute participant unless all seats on the flight have been initially sold out. Passenger authorizes Slate Shuttles to charge the Cancellation Fee to Passenger’s payment method on file or retain the Cancellation Fee from the ticket price. In the event Passenger’s payment method on file is declined, Passenger shall provide an alternative payment method immediately.

Slate Shuttles reserves the right to change or withdraw a Charter Flight at its discretion, subject to the provisions in this Agreement regarding major changes or cancellations. Any refunds will be made within 14 days after such cancellation.

V. FORCE MAJEURE CANCELLATION BY XO OR OPERATOR.

Neither Slate Shuttles nor Operator is liable for the delay or failure to provide an Aircraft or perform the Charter Flight when such delay or failure is caused by Force Majeure, subject to the provisions in this Agreement regarding major changes or cancellations. “Force Majeure” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, public health concern, positive diagnosis of a communicable virus including but not limited to COVID-19, blockade, revolution, civil commotion, fire, any weather-related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, mechanicals, inability to obtain or delay in obtaining equipment, parts, or transport, inability to obtain or delay in obtaining governmental approvals, permits, licenses, or allocations, and any other cause outside of the complete control of Slate Shuttles or Operator, as applicable, whether or not of the kind specifically listed above. In addition, Passenger understands and agrees that when, in the sole discretion of an Operator or the pilots of an Charter Flight, safety may be compromised, Slate Shuttles, the Operator or the Operator crew may cancel a Charter Flight, refuse to commence a Charter Flight, or take other necessary action without breaching its duties or obligations to Passenger or be liable for any loss, injury, damage, or delay.

VI. TRANSPORTATION OF PETS AND SERVICE ANIMALS

Slate permits the transport of service animals and pet dogs on board our aircraft, subject to the requirements outlined below. Service animals are accepted in accordance with applicable aviation and disability regulations. Service animals must be able to be safely accommodated within the passenger’s assigned seating area or an additional seat, if required.

Pet dogs are permitted to travel in the cabin provided they meet the following criteria: Dogs weighing 24lbs or less may travel in the cabin without the purchase of an additional seat, provided they can be safely accommodated within the passenger’s seating area. Dogs weighing 25 lbs or more require the purchase of one additional adjacent seat to ensure adequate space and safety for the animal, passenger, and crew.

A passenger may travel with up to two dogs without purchasing an additional seat if the combined weight of both dogs does not exceed 24 lbs and both can be safely accommodated. If the combined weight of two dogs exceeds 25 lbs, an additional seat must be purchased.

All animals must remain under the passenger’s control at all times and must not obstruct aisle and exits. Exit row seating is not permitted for passengers traveling with dogs (ESA/SA/Pets (Dogs/Cats in Carrier)

Dogs must be well-behaved, non-aggressive, and not cause disruption to the cabin environment. Slate reserves the right to deny boarding or remove an animal from the aircraft if it poses a safety risk or causes significant disturbance.

Passengers are required to accurately disclose the presence and weight of any animal traveling at the time of booking or 48 hours prior to departure. If a passenger fails to advise Slate of a dog weighing 25 lbs or more, or otherwise does not comply with the requirements of this policy, Slate reserves the right to deny boarding to the passenger and the animal. In such cases, the ticket shall be deemed non-refundable, and the passenger will be subject to full forfeiture of the fare, including any ancillary fees paid.

Slate reserves the right, at its sole discretion, to verify the weight of any dog at the airport, including requiring the dog to be weighed prior to boarding. If it is determined that a dog weighs 25 lbs or more and the passenger has not purchased the required additional seat, Slate reserves the right to: 1. Charge the passenger at the airport for the additional seat, subject to availability. 2. Deny boarding in accordance with this policy.

Failure to comply with airport assessment, weight verification, or payment of applicable charges may result in denial of boarding and full forfeiture of fare, as outlined above.

If a passenger’s animal causes any damage to the aircraft, including but not limited to damage to carpets or seats, or requires additional cleaning due to accidents or soiling, the animal’s owner shall be responsible for the full cost of cleaning, repair, or refurbishment, and such amounts may be charged to passenger’s payment method on file.

VII. BAGGAGE AND CONSENT TO SEARCH OF BAGGAGE AND PERSON

Passenger may transport luggage in accordance with the size and weight restrictions indicated on Passenger’s boarding instructions for the Charter Flight. Such baggage will be stored in the luggage compartment. Operator reserves the right to refuse to accept luggage that does not comply with the size and weight limitations described above.

Operator will refuse to accept the following articles for transportation: (a) firearms and ammunition; (b) any flammable material or liquid in stowed baggage or otherwise; (c) live animals, except service animals as defined by Part 382 of DOT’s rules; and (d) any article designated as hazardous material (“hazmat”) or listed in the ICAO Technical Instruction for the Safe Transport of Dangerous Goods by Air (collectively, the “Prohibited Items”). If, notwithstanding this provision, Passenger boards the aircraft with a Prohibited Item, Operator may be required to return an aircraft to the passenger loading area and remove the Prohibited Item(s) and Passenger. In such an event, neither Slate Shuttles nor Operator shall be responsible for the transportation of the Prohibited Item(s) or Passenger, associated fines, additional cost or delays incurred.

For your safety and the safety of the flight, all luggage, including carry-on luggage and personal items, and passengers will be subject to search. In addition, by reserving this Charter Flight, you agree that you are responsible for verifying your documentation and provide the necessary information for Slate Shuttles and/or Operator to vet Passenger in accordance with applicable governmental security requirements. If you fail to do so, Slate Shuttles and Operator reserve the right to deny you boarding. By reserving this Charter Flight, you consent to the requirements of this Section VII.

VIII. LIABILITY

Slate Shuttles assumes no liability for any items left by Passenger in the passenger compartment of the aircraft. Neither Slate Shuttles nor Operator are liable under any circumstances for loss or damage to any items inadequately packaged or overstuffed or loss or damage of any items packed in Passenger’s baggage. Neither Slate Shuttles nor Operator shall be responsible for any damage to the luggage and specifically are not liable for superficial damage to luggage arising from normal wear and tear from ordinary handling, including scratches, scuffs, punctures, stains and marks.  This Section VIII shall in all aspects be subject to the requirements of Part 382 of DOT’s rules regarding the carriage of assistive devices by passengers with disabilities.

Passenger agrees to indemnify and reimburse Slate Shuttles for any and all costs and expenses incurred as a result of damage and excess wear and tear to the aircraft interior and/or exterior determined to be caused by Passenger. If Passenger incurs any such charges, Passenger’s payment method on file with Slate Shuttles shall be charged upon completion of the flight.

IX. CHECK-IN AND IDENTIFICATION

Passenger must arrive at least thirty (30) minutes prior to the scheduled departure time and check-in no less than twenty (20) minutes prior to the scheduled departure. Neither Slate Shuttles nor Operator shall be responsible or liable for the transportation of passengers who fail to report to the designated boarding point at the airport of departure at least twenty (20) minutes prior to the time scheduled for departure. YOU MUST PRESENT ORIGINAL VALID GOVERNMENT-ISSUED PHOTO IDENTIFICATION TO CLEAR THE SECURITY CHECKPOINT AND BEFORE BOARDING; SUCH IDENTITY DOCUMENT SHOULD MATCH YOUR NAME AS IT APPEARS ON THE PASSENGER RESERVATION LIST. FAILURE TO PROVIDE THIS TYPE OF IDENTIFICATION COULD LEAD TO DELAY IN BOARDING OR TO DENIAL OF BOARDING, SO PLEASE BE SURE TO HAVE SUCH IDENTIFICATION (SUCH AS A DRIVER’S LICENSE) READY WHEN YOU CHECK-IN. Any passenger that exhibits disruptive behavior will not be allowed to board or will be removed from the aircraft.

X. AIR TRANSPORTATION

This Charter Flight is a Slate Shuttles, LLC Public Charter operated by Tri-State Charter, LLC. Slate Shuttles reserves the right to substitute scheduled air service when necessary at no additional cost and at comparable times and does not guarantee aircraft type or capacity. Slate Shuttles will make every diligent and reasonable effort to notify Passenger in the event of a schedule change. No refunds or compensation will be given for changes in aircraft type or for substitution of service to a scheduled air carrier. Consumer protections afforded Public Charter passengers will apply only to those passengers who actually travel on a Public Charter flight.  Passengers who actually travel on scheduled flights will receive only the consumer protections applicable to scheduled service.  Tickets issued or procured by Slate  Shuttles are neither endorsable to other carriers nor usable on other routes of the same carrier.  Flight dates and times are not guaranteed.

XI. MAJOR CHANGES

If Slate Shuttles makes major changes prior to departure, Passenger shall have the right to cancel the reservation on the Charter Flight and receive a full refund. The following are major changes: (1) a change in the origin or destination city of a Charter Flight; (2) a change in the departure or return date of a Charter Flight of greater than 48 hours; or (3) a Charter Flight price increase of more than 10% occurring ten or more days before departure of the Charter Flight. In no event may Slate Shuttles increase the Charter Flight price less than ten days prior to departure of the Charter Flight. If a major change must be made in a Charter Flight, Slate Shuttles will exercise all reasonable commercial diligence to notify Passenger within seven days after first being notified of such major change, but in any event at least ten days before schedule departure of the Charter Flight. If a major change occurs less than ten days before the scheduled departure of a Charter Flight, Slate Shuttles will notify the Passenger as soon as possible. Within seven days after receiving notification of a major change, but in no event later than departure, Passenger may cancel their reservation with Slate Shuttles and will receive a full refund within 14 days after such cancellation. If a major change occurs after departure of the Charter Flight which Passenger is unwilling to accept, Slate Shuttles will refund to Passenger, within 14 days after the scheduled return date of the Charter Flight, that portion of the price for such Charter Flight that applies to the services not accepted. Slate Shuttles has no right to cancel a Charter Flight less than ten (10) days before the scheduled departure date, except for circumstances that make it physically impossible to perform the Charter Flight or causes beyond its control. If that occurs, Slate Shuttles will notify Passenger as soon as possible, but not later than the scheduled departure date. If the Charter Flight is cancelled less than (10) days before departure, a refund will be made to the Passenger within fourteen (14) days of such notification.

XII. FINANCIAL SECURITY AGREEMENTS

Passenger’s payments are protected in part by the Slate Shuttles’ Letter of Credit (“LOC”) held by JPMorgan Chase Bank, N.A. (“Securer”) with  a place of business located at 10410 HIGHLAND MANOR DRIVE, 3RD FLOOR, TAMPA, FL 33610-9128, ATTN: TRADE OPERATIONS – STANDBY LC’S. Unless Passenger files a qualified claim with Slate Shuttle, or if Slate Shuttles is not available, with the Securer, within 60 days after the completion of the Charter Flight (or in the case of cancellation, the intended date of Passenger’s Charter Flight arrival), the Securer will be released from all liability to Passenger under the LOC. If there is no return flight in Passenger’s itinerary, completion means the date or intended date of departure of the last flight in Passenger’s itinerary.

XIII. INSURANCE

It is the sole responsibility of Operator to maintain aviation liability insurance coverage, and it is the sole responsibility of the independent provider of goods or services to maintain liability insurance coverage. Passenger understands and agrees that Slate Shuttles is not liable for any claims arising out of or in connection with the services of Operator, any of its partners and affiliates, or any third-party provider of goods or services. Trip cancellation, health, and accident insurance is available for purchase by all passengers from third parties. Details of this insurance will be sent to you upon request.

XIV. LIMITATION OF LIABILITY AND MISCELLANEOUS

Passenger understands and agrees that Slate Shuttles is not liable for any injury, damage, loss, expense, special or consequential damages, or any other irregularity caused by the defect of any Aircraft or conveyance, or the negligence of any Operator or other company or person engaged providing or carrying out the arrangements for Passenger’s Charter Flight or by accident, delay, flight schedule, change, cancellation, sickness, weather, strikes, war, quarantine or any similar cause. In any case, Slate Shuttles’ liability shall be limited to the amount paid by Passenger to Slate Shuttle.PASSENGER AGREES TO ACCEPT THE PROCEEDS OF THE INSURANCE MAINTAINED BY OPERATOR AS THEIR SOLE RECOURSE AGAINST OPERATOR FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO ANY PASSENGER; PROVIDED HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY IN THE EVENT OF OPERATOR’S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.IN ALL CASES AND UNDER ALL CIRCUMSTANCES, NEITHER OPERATOR NOR SLATE SHUTTLES SHALL IN ANY EVENT BE LIABLE TO PASSENGER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES, PERSONAL INJURY OR PROPERTY DAMAGE AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, ANY DELAY OR FAILURE TO FURNISH ANY AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF OPERATOR (REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT OR TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES.SLATE SHUTTLES SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) PASSENGER’S USE OF OR RELIANCE ON THE SERVICES OR PASSENGER’S INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN PASSENGER AND ANY THIRD PARTY PROVIDER, EVEN IF PASSENGER HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS OR LOGISTICS SERVICES WITH THIRD PARTY PROVIDERS, BUT YOU AGREE THAT SLATE SHUTTLES HAS NO RESPONSIBILITY OR LIABILITY TO PASSENGER RELATED TO ANY GOODS OR LOGISTICS SERVICES PROVIDED TO PASSENGER BY THIRD PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.The limitations and disclaimers in this section do not purpose to limit any liability or alter any rights of the Passenger, as a consumer, that cannot be excluded under applicable law.The rights and remedies made available under this Agreement are in addition to any of the rights and remedies available under Florida law. The acceptance by Passenger of a refund, or alternative travel arrangements, as provided in this Agreement shall constitute a full and final settlement and release of all other claims or remedies against Slate Shuttle. By executing this Agreement, Passenger specifically acknowledges and consents to all conditions set forth herein. This Agreement contains the entire agreement between the parties and completely supersedes any prior agreements or representations of Slate Shuttles, verbal or in writing. This Agreement can be amended only in writing in a document signed by both parties. Any oral representation or modifications shall have no force or effect. Any claim against Slate Shuttles must be presented in writing within sixty (60) days of the date of the return leg of a Charter Flight, and Slate Shuttles shall have no obligations or liabilities for any claims presented after such sixty (60) day period.

XV. GOVERNING LAW

This Agreement and all the rights of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of Florida without reference to the conflict of law principles of any jurisdiction. Any litigation arising from this Agreement or the services provided by Slate Shuttles shall proceed solely on an individual basis without the right for any claims to be litigated on a class action basis or on bases involving claims brought in a purported representative capacity on behalf of others. Any court of competent jurisdiction’s authority to resolve and award damages is limited to claims between Passenger and Slate Shuttles alone. Claims may not be joined or consolidated unless agreed to in writing by all parties.

XVI. NOTICES

All communication should be sent to Slate Shuttles, LLC, ATTN: CLIENT SERVICES, 1475 Centrepark Boulevard, Suite 210, West Palm Beach, FL 33401, or by email to slatecs@flyslate.com.Notices to Slate Shuttles are effective upon actual receipt by Slate Shuttle.

XVII. PRIVACY OF PASSENGER DATA

Slate Shuttles collects and utilizes Passenger information according to the Slate Slate Privacy Policy that is incorporated in full by this reference. Slate may use Passenger’s information to check the credit of Passenger in connection with its invoice collection efforts or to check the credit of Passenger and perform criminal and other background searches of Passenger in connection with evaluating whether to accept Passenger’s business. For more information about Slate’ use of your data, please contact us.

XVIII. ELECTRONIC SIGNATURE

By purchasing a flight or confirming an invoice or flight itinerary through the Slate Shuttles mobile application, the Slate Shuttles software, and Slate Shuttles’ website or through an aviation specialist and selecting the “I Accept” button, Passenger accepts and agrees to this Agreement electronically. Passenger agrees that their electronic signature is the legal equivalent of their manual signature and that they will be legally bound by this Agreement.

This agreement comprised of the Charter Terms, Passenger Regulations, and the Terms of Use, (together, the “Charter Terms”) is entered into by and between the person or entity executing this agreement (“Passenger”) and Slate Shuttle LLC, a Delaware limited liability company (“Slate Shuttle”) effective as of the date executed by Passenger.

1. FLIGHT SERVICES

1.1 Slate Shuttle agrees to arrange air charter transportation (“Flight Services”) as Passenger’s authorized agent and provide Passenger access to ancillary services (collectively with Flight Services, “Services”). As an air charter broker authorized under Part 295, Slate Shuttle acts as an agent of Passenger pursuant to Section 11 below in arranging air transportation at Passenger’s request. Slate Shuttle does not operate any aircraft; all air transportation under these Charter Terms will be operated by one or more properly licensed air carriers. Slate Shuttle is registered with the State of Florida as a Seller of Travel. Registration No. ST42114.

2. OPERATIONAL CONTROL

2.1 Carrier (defined below) shall have exclusive direction, control, and authority over initiating, conducting, and terminating flights (“Operational Control”). Passenger understands and agrees that Carrier shall have absolute discretion in all matters, including without limitation preparation of the aircraft for a Flight Service, the Flight Service itself, the load carried and its distribution, whether or not a Flight Service will be performed, the route, and all other matters relating to the operation of the aircraft, including which passengers may not travel due to, for example, disruptive behavior, failure to provide requested documentation within the time allotted and/or submit to reasonable pre-flight health checks (such as taking of body temperature by crew), or a passenger’s health, physical, or mental condition.

2.2 Carrier shall have the right to deny boarding to or otherwise remove any person who, in Carrier’s sole and final discretion, and without limitation, (a) appears to be intoxicated or under the influence of an illicit or controlled substance; (b) refuses reasonable checks of his or her person or baggage; (c) refuses screening for a disease, condition, or incapacity presenting a safety concern; (d) exhibits violent, aggressive, or inappropriate behavior towards passengers or flight crew; or (e) fails to provide legally valid government issued identification.

2.3. Without prejudice to the foregoing, where the Carrier determines in its sole and final discretion that safety may be compromised in performing a Flight Service, the Carrier may terminate or refuse to commence a flight, or take other action necessitated by safety considerations, without Carrier or Slate Shuttle breaching any agreement related to the performance of such Flight Service or incurring any liability for loss, injury, damage, or delay to Passenger.

2.4 To determine whether safety may be compromised, Passenger and Passenger’s guests (Passenger’s guests being defined throughout these Charter Terms as “Guests”) may be required to complete a Health Declaration Form or written verification executed by a licensed physician or a legitimate medical facility confirming that: (i) Passenger has been tested for COVID-19 with a CDC-approved test that produced a negative result, or (ii)  does not meet CDC criteria for administering a COVID-19 test and does not exhibit any COVID-19 symptoms (“Written Verification”). A Health Declaration Form or Written Verification, as applicable, shall be considered timely where it is submitted with all requested information completed no later than twenty-four (24) hours prior to scheduled departure time

3. SCHEDULING

3.1 By timely accepting a booking quotation provided by Slate Shuttle in response to Passenger’s request for Flight Services (“Trip Quote”) and thereby accepting these Charter Terms, Passenger reserves the Flight Service(s) set forth on the Trip Quote and agrees to pay the Flight Cost and Additional Costs set forth on the Trip Quote, at which point the flight shall be considered confirmed subject to Section 5, Owner Approval, below (a “Confirmed Booking”). Passenger’s cancellation of a Confirmed Booking shall be subject to the cancellation policy set forth on the Trip Quote, except where Slate Shuttle determines that the Flight Cost was quoted or the Trip Quote was sent in error due to a glitch in the mobile application or otherwise, in which case Slate Shuttle shall have discretion to withdraw the Trip Quote without liability to Passenger; provided however, that any amounts paid by Passenger to Slate Shuttle in support of the erroneous Trip Quote shall be promptly refunded.

4. AIRCRAFT AND CARRIER ASSIGNMENT AND SUBSTITUTIONS

4.1 All Flight Services are arranged on-demand as requested by Passenger in accordance with Passenger’s flight requirements. All Flight Services are provided by XOJET Aviation LLC (dba Vista America), Red Wing Aeroplane, LLC (dba Vista America), Jet Select, LLC (dba Vista America), Western Air Charter Inc. (dba Vista America), Talon Air, LLC, VistaJet Limited, and/or VistaJet GmbH (together, “Affiliated Air Carriers”) on aircraft under their operational control (“Affiliated Aircraft”) and other air carriers (“Other Carriers”) on aircraft under their operational control (“Other Carrier Aircraft”). Affiliated Aircraft and Other Carrier Aircraft are collectively referred to herein as “Aircraft.”

4.2 Passenger consents to the substitution by Slate Shuttle of a Carrier or an Aircraft listed on a Trip Quote (“Substitution”) with an Affiliated Carrier or Affiliated Carrier Aircraft (“Affiliate Substitution”). An Affiliate Substitution initiated by Slate Shuttle will be made without additional cost to Passenger and the pre-Substitution cancellation policy shall continue to apply. If Slate Shuttle initiates a Substitution with an Other Carrier, Slate Shuttle shall notify Passenger of the change and Passenger shall have the right to approve or reject the Substitution. If Passenger does not reject the Substitution by providing written notice to Slate Shuttle upon reasonable demand (“Rejection Notice”), the Substitution shall be deemed accepted by Passenger. If Passenger timely provides a Rejection Notice, then the original Trip Quote shall be deemed cancelled with no further obligation or liability owed by one party to the other. For the avoidance of doubt, Passenger will not be charged a cancellation penalty in the case of a Substitution rejection by Passenger, and Slate Shuttle shall not have any liability to Passenger for the cancelled flight.

4.3 If Passenger requests a modification to a Confirmed Booking that necessitates a Substitution in Slate Shuttle’s reasonable discretion, then Slate Shuttle shall issue a new Trip Quote to Passenger, which Passenger shall have the right to accept or reject. For the avoidance of doubt, if Passenger rejects or fails to accept the newly issued Trip Quote, the original Trip Quote shall remain in full force and effect until cancelled by Passenger in writing, in which case Passenger shall be responsible for any cancellation fees and Slate Shuttle shall have no liability for damages of any nature resulting from the cancellation.

5. OWNER APPROVAL

A Confirmed Booking may be subject to approval by the aircraft owner. If the aircraft owner rejects the Confirmed Booking or withdraws approval for use of the aircraft, Slate Shuttle will attempt to either (i) adjust the terms of the Flight Service to facilitate approval by the aircraft owner, or (ii) endeavor to provide a Substitution in accordance with Section 4, Substitution. For the avoidance of doubt, the failure or inability to accomplish (i) or (ii) shall not be deemed a breach of these Charter Terms by Slate Shuttle.

6. RECOVERY SERVICE

6.1 Slate Shuttle shall use commercially reasonable efforts to arrange alternative Flight Service (“Recovery Service”) whenever a flight is cancelled as a result of a Force Majeure Event, subject to Passenger’s payment of any additional fees or costs. In such case, Slate Shuttle shall issue a new Trip Quote for the proposed Recovery Service and Passenger shall have the right to approve or reject the Trip Quote. If Passenger accepts the Trip Quote for the Recovery Service, Passenger shall be responsible for the cost of the Recovery Service as set forth on the Trip Quote, including the Flight Cost and any Additional Expenses. Recovery Service may be provided on an aircraft that is lower in class than the aircraft originally scheduled to perform scheduled to perform the Flight Service and may depart from any airport within a 100-mile radius of the origin airport. Slate Shuttle does not guarantee the time frame in which Recovery Service will be provided. If Passenger does not accept a Trip Quote issued by Slate Shuttle for a Recovery Service within 24 hours of issuance, then both parties shall be released from their obligations with respect to the cancelled Flight Service, including without limitation, the provision of Recovery Service options.

6.2 Where one or more legs of a multi-leg Flight Service is cancelled due to a Force Majeure Event, Slate Shuttle shall provide Recovery Service only for the Flight Segment that was cancelled, interrupted, or delayed, failing which Section 9.6 shall apply.

7. FLIGHT COST AND ADDITIONAL COSTS

7.1 Prices for Flight Services are dynamic and updated in real time. The “Flight Cost” set forth in the Trip Quote represents the cost of air transportation incurred in support of the requested Flight Service based on the information provided to Slate Shuttle by Passenger and may include certain Additional Costs as set forth in 7.2 below.

7.2 The following fees, charges, and costs (“Additional Costs”) may not be included in the price set forth in the Trip Quote and may, at Slate Shuttle’s sole discretion, be recharged to Passenger by Slate Shuttle: (a) Applicable Taxes and airport terminal charges; (b) additional services and offerings requested by Passenger, including ground transportation and catering or additional personnel (c) wi-fi usage or other telecommunications charges (d) selection of an FBO (or similar airport facilities) other than those pre-selected by the Carrier or Slate Shuttle; (e) landing, handling and high-density airport fees (f) de-icing, ramp and hangar fees; (g) deep cleaning where required by Passenger’s use of the Aircraft (, smoking, pets); (h) additional flight crew(s) (beyond the standard Captain, First Officer); or specific flight crew (, Spanish-speaking Cabin Crew) where accommodated; (i) specially requested in-flight entertainment; (j) cancellation fees; (k) firm departure surcharge; (l) increased cost resulting from a significant flight deviation requested by Passenger and accommodated by Carrier (., departure time or location); (m) a service fee, which may be applied to each Additional Cost under this Section; (n) a voluntary carbon/SAF offset; and (o) insurance surcharges.

For the avoidance of doubt, Additional Costs may be included in the Flight Cost where Slate Shuttle has timely notice of a request and chooses to include the costs in the pricing. Passenger will not be obligated to make any payments directly to third parties unless otherwise notified. Passenger shall be liable for the actual Flight Cost and all Additional Costs incurred in connection with the provision of a Flight Service.

7.3 “Applicable Taxes” are any and all international, national, state, and local taxes, charges, imposts, duties, excise taxes, fuel taxes, and fees, including user fees, relating to a Flight Service. Without limitation, all domestic Flight Services are subject to federal excise tax and a domestic segment tax, and Flight Services departing or landing outside of the United States are subject to a federal departure tax.

7.4 Passenger agrees to indemnify and reimburse Slate Shuttle for any and all Additional Costs and other expenses incurred as a result of damage and excess wear and tear to the Aircraft interior and/or exterior reasonably attributable to Passenger or their Guests by Slate Shuttle or Carrier.

8. PAYMENT

8.1 Passengers who are also Slate Shuttle members shall be subject to the payment terms set forth in their membership agreement. Passengers who are not Slate Shuttle members may elect to remit payment for Flight Services by wire or credit card as provided in this Section. Time for payment is of the essence.

8.2 Passenger authorizes Slate Shuttle to place a hold on the credit card utilized to reserve the Confirmed Booking for the full amount of the Flight Cost and applicable Additional Costs and further authorizes such hold to remain in effect until the Flight Cost and Additional Costs are settled in full. If Passenger does not wire payment to Slate Shuttle in advance of the scheduled departure date pursuant to Section 8.3 below, the credit card will be charged and any Flight Costs or Additional Costs not known at the time the credit card is charged will be charged when such amount(s) become known by Slate Shuttle.

8.3 If a Passenger elects to remit payment to Slate Shuttle via wire or via credit card hold with wire, Slate Shuttle must receive the funds (i) no less than five (5) days following the date on which the booking is made, or (ii) if the flight is scheduled to depart less than five (5) days from the date of booking, no less than 48 hours prior to the scheduled departure time (“Wire Deadline”). If Slate Shuttle does not receive payment in cleared funds by the Wire Deadline, Passenger authorizes Slate Shuttle to charge the estimated Flight Cost and Additional Costs, plus a 3.5% administrative fee to Passenger’s credit card, unless Slate Shuttle has otherwise agreed to an alternative payment method.

8.4 If a Confirmed Flight is canceled, Passenger authorizes Slate Shuttle to immediately charge the applicable cancellation fees to Passenger’s credit card, withhold the cancellation fee from wired funds and/or any membership funds on account at Slate Shuttle’s discretion.

8.5 Passenger represents to Slate Shuttle that he or she has full authority to utilize the credit card to reserve the Flight Service and pay for the Flight Cost and Additional Costs, and shall indemnify Slate Shuttle against any and all claims related to unauthorized use of the credit card.

8.6 For the avoidance of doubt, Slate Shuttle shall have no obligation to arrange or service a Confirmed Booking where (i) payment is not timely remitted as provided in this Section or (ii) Passenger is delinquent on any amounts due and owing to Slate Shuttle or an affiliate thereof under any other contract.

8.7 To the fullest extent permitted by law, Passenger covenants and agrees not to submit, file or otherwise initiate any claim, complaint, demand, chargeback or dispute (“Dispute”) with Passenger’s credit card issuer or any administrative agency relating to Passenger’s utilization of a credit card for payment of services as described in this Section 8. Passenger shall indemnify and hold harmless Slate Shuttle against any and all losses, costs or expense, including reasonable attorneys’ fees, arising from Passenger’s breach of this section 8.6 or any Dispute, including unauthorized use of the credit card.

8.8 Passengers who are also Slate Shuttle Members shall have the right to dispute charges as set forth in their Membership Agreement. Passengers who are not Slate Shuttle Members must notify Slate Shuttle of a disputed charge within 15 days of the date of the invoice, receipt, or statement on which such charge first appeared. After 15 days, the charges will be considered valid, final and undisputed. Any sums due from Passenger to Slate Shuttle which remain unpaid more than 15 days beyond their due date shall be subject to interest at the lesser of 1.5% per month or the maximum amount of interest permitted by law.

8.9 In the event a refund of any amount is to be provided to Passenger, such amounts will be refunded exclusively to the account from which funds were originally transmitted, except where Passenger provides written confirmation from a bank that said account is no longer active and such confirmation is deemed acceptable to Slate Shuttle in its sole discretion.

8.10 Slate Shuttle may, at its sole and full discretion, allocate all or part of any payment received pursuant to these Charter Terms to offset or settle (in full or in part) any sums due from Passenger to Slate Shuttle or an affiliate thereof under any other contract (“Allocation”). For the avoidance of doubt, Passenger shall remain liable for the full amount due under these Charter Terms and shall, immediately upon Slate Shuttle’s demand, make a further payment equal to the Allocation.

8.11 Passenger authorizes Slate Shuttle to charge any credit card provided by Passenger to Slate Shuttle to settle Passenger’s outstanding liabilities to Slate Shuttle or any affiliate of Slate Shuttle.

8.12 Passenger, including any entity on whose account a Flight Service was arranged for Passenger by Slate Shuttle, where applicable, shall be liable for any and all fees incurred by Slate Shuttle in collecting outstanding amounts due, including reasonable attorneys’ fees, and any fees incurred by Slate Shuttle resulting from a rejection of the form of payment provided by Passenger (, insufficient funds).

9. CANCELLATIONS AND DELAYS

9.1. Passenger acknowledges that the cancellation of any Confirmed Booking or portion thereof will result in the assessment of the cancellation charge specified on the Trip Quote, or as may be subsequently invoiced to Passenger, and shall be immediately due and payable by Passenger.

9.2 Shared Flight Services originated or created by Passenger for which Passenger agrees to the sale of individual seats by Slate Shuttle are Slate Shuttle LLC Public Charters, as defined by 14 CFR 380 (“Shared Charter”) and shall be subject to Slate Shuttle’s Public Charter Operator Agreement, including the cancellation fees set forth therein. For the creator of a Shared Charter, a cancellation fee of one-hundred percent (100%) of the total Flight Cost shall apply for cancellations made following Slate Shuttle’s sale of one or more seats on such Shared Charter.

9.3 Slate Shuttle may, at its sole discretion, arrange to bring forward or postpone a requested departure time by up to (i) 180 minutes on Peak Days marked with an asterisk in Annexure 1 and (ii) 60 minutes on all other days.  For the avoidance of doubt, any Peak Days set forth in a Trip Quote for a flight scheduled to be performed by an Other Carrier shall control solely for purposes of determining the cancellation terms applicable to the flight.

9.4 Slate Shuttle, at its sole discretion, may accommodate a delay to the departure time requested by Passenger, provided Passenger informs Slate Shuttle of the expected delay before the scheduled departure time and such delay does not impact the journey of another Slate Shuttle or Carrier customer or Carrier’s compliance with crew rest periods, or cause Slate Shuttle or the Carrier to incur further costs. If Slate Shuttle and/or Carrier are unable to accommodate the further delay, or if Passenger does not inform Slate Shuttle of such further delay and/or in the case of a “no show”, the Flight Service will be deemed cancelled by Passenger and Passenger will be charged the full Flight Cost and any Additional Costs.

9.5 Flight Services shall be deemed cancelled by Passenger in the event of: (i) cancellation of any Confirmed Booking communicated by Passenger to Slate Shuttle in advance of the scheduled departure, (ii) a delay by Passenger or any of its Guests impacting the scheduled time of departure (unless specifically agreed by Slate Shuttle in advance in writing at its sole discretion) and/or a “no-show”, (iii) any refusal or inability of Passenger and/or Guests to comply with the reasonable instructions of a Carrier and/or the pilot‐in command for flight safety, health, or security reasons leading to the pilot‐in‐command and/or the Carrier to deem it necessary at their sole discretion to cancel or terminate a planned flight, (iv) failure to provide necessary health and safety documentation requested by Slate Shuttle or Carrier at their sole discretion by the deadline provided, (v) Passenger or its Guests inability to secure exit from the departure destination or entry to the arrival destination, (vi) Passenger failing to make any payment prior the contractual due date, (vii) Carrier’s denial of boarding by Passenger for any reason within Carrier’s Operational Control, and/or (viii) Passenger’s violation of these Charter Terms.

9.6 Where the Trip Quote for a Confirmed Booking specifies a multi-leg Flight Service, the cancellation of one or more legs of the trip for any reason shall result in a cancellation charge, which shall be calculated in relation to (i) the date of the first leg of the trip, and (ii) the total Flight Cost for the trip as a whole as originally set forth on the Trip Quote.

9.7 If a Flight Service is cancelled pursuant to Section 9.4 or 9.5, the costs of any additional goods and/or services arranged by Slate Shuttle at Passenger’s request through third party supplier(s) ancillary to the actual Confirmed Booking shall remain the responsibility of Passenger.

9.8 For the avoidance of doubt, any reimbursement of amounts paid by Passenger shall always be subject to the deduction of any amounts outstanding owing to Slate Shuttle, including cancellation fees.

10. FORCE MAJEURE

Neither Slate Shuttle nor Carrier shall have any liability for a delay, interruption or failure to provide an Aircraft or furnish Services when such delay or failure is caused by a Force Majeure Event. “Force Majeure Event” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, public health concern, quarantine (whether declared by a national authority or international organization), blockade, revolution, civil commotion, fire, any weather-related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, embargo, aircraft mechanicals, inability to obtain or delay in obtaining equipment, parts, or transport, and any other cause beyond of the control of Slate Shuttle or Carrier, whether or not of the kind specifically enumerated above.

11. AGENCY

11.1. PASSENGER APPOINTS AND AUTHORIZES SLATE SHUTTLE TO ACT AS AGENT FOR PASSENGER SOLELY TO ARRANGE AND PAY FOR AIR TRANSPORTATION SERVICES AS REQUESTED BY PASSENGER OPERATED BY ONE OR MORE LICENSED CARRIERS ON PASSENGER’S BEHALF, WHICH MAY INCLUDE AFFILIATED CARRIERS. PASSENGER HEREBY DESIGNATES, CONSTITUTES AND APPOINTS SLATE SHUTTLE  AS ITS TRUE AND LAWFUL ATTORNEY-IN-FACT FOR THE PURPOSES OF ARRANGING FLIGHT SERVICES PURSUANT TO ONE OR MORE AIR TRANSPORTATION AGREEMENTS. FOR THE AVOIDANCE OF DOUBT, PASSENGER AUTHORIZES SLATE SHUTTLE  TO SELECT A CARRIER TO PERFORM A FLIGHT SERVICE REQUESTED BY PASSENGER IN ITS SOLE DISCRETION

11.2 Slate Shuttle may exercise this power of attorney to sign Passenger’s name on any documents necessary to obtain Services on behalf of Passenger, and Passenger declares that any act lawfully done hereunder by Slate Shuttle on behalf of Passenger shall be effective, valid and binding on Passenger as if the same had been signed, sealed and delivered or done by Passenger. Slate Shuttle’s appointment as Passenger’s attorney-in-fact, and all of Slate Shuttle’s rights and powers hereunder, shall be deemed coupled with an interest, are irrevocable and shall remain in effect until Slate Shuttle’s obligation to arrange for Services has terminated.

11.3 Subject to Passenger complying with these Charter Terms, Slate Shuttle shall arrange and pay for services on behalf of Passenger.

12. LIABILITY

12.1 Passenger agrees and acknowledges that Slate Shuttle is only arranging for Flight Services on Passenger´s behalf and Slate Shuttle shall have no liability to Passenger whatsoever for the operation or performance of Flight Services carried out by Carrier(s) and/or for any actual direct, indirect, special or consequential damages caused directly or indirectly by any breach by Carrier of the air transportation agreement including, without limitation, any delay or failure of Carrier to provide an Aircraft arranged under these Charter Terms.

12.2 Passenger shall reimburse Slate Shuttle promptly on demand for the costs of repairing, cleaning, and/or disinfecting any exterior or interior damage caused by Passenger, Passenger’s Guests, their baggage, or their animals to any Aircraft arranged under these Charter Terms.

12.3 Passenger shall not be entitled to assert any responsibility on the part of Slate Shuttle for any damages or losses relating to ancillary Services arranged at Passenger’s request, except to the extent such damages or losses were caused by Slate Shuttle’s willful misconduct.

12.4 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY OR ITS AFFILIATES OR ANY CARRIER SHALL BE LIABLE TO THE OTHER (INCLUDING TO PASSENGER’S GUESTS) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS AND EMPLOYEES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES AND THE LIKE, AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING, LOSSES SUFFERED BY PASSENGER AS A RESULT OF ANY DELAY OR FAILURE BY SLATE SHUTTLEIN ARRANGING AN AIRCRAFT OR A CARRIER PERFORMING A FLIGHT SERVICE ARRANGED UNDER THESE CHARTER TERMS, EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, SLATE SHUTTLE OR ITS AFFILIATES SHALL HAVE NO DUTY TO MITIGATE ANY LOSS ARISING FROM THE FAILURE BY PASSENGER TO PAY ANY AMOUNT DUE UNDER THESE CHARTER TERMS, WHETHER BY TRANSPORTING ANY THIRD PARTIES FOR CONSIDERATION ON THE AIRCRAFT, BY DISPOSING OF THE AIRCRAFT, OR BY ANY OTHER MANNER.

12.5 Affiliated Aircraft are subject to aviation policies procured and maintained by Slate Shuttle or an affiliate thereof for a combined single limit of not less than USD 300,000,000 per occurrence per aircraft, which includes coverage for passenger legal liability and third-party legal liability, including bodily injury and property damage (the “Policies”). Non-owned aircraft liability coverage also exists for the benefit of Slate Shuttle in an amount not less than USD 300,000,000 per occurrence.

12.6 PASSENGER AGREES TO ACCEPT THE PROCEEDS OF THE POLICIES MAINTAINED BY CARRIER, Slate Shuttle OR ITS AFFILIATES AS THEIR SOLE RECOURSE AGAINST SLATE SHUTTLE OR ANY CARRIER FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO PASSENGER OR ANY ADDITIONAL INSUREDS ARISING OUT OF THE SERVICES ARRANGED UNDER THIS AGREEMENT; PROVIDED THAT PASSENGER SHALL NOT BE LIMITED IN ITS RECOURSE TO THE EXTENT SUCH INSURANCE PROCEEDS ARE WITHHELD OR REDUCED TO THE ACTIONS OR INACTIONS OF SLATE SHUTTLE.

12.7 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED RECOURSE AND LIABILITY CLAUSES IN THIS SECTION 12 AND AS OTHERWISE SET FORTH IN THIS AGREEMENT HAVE BEEN EXPRESSLY AGREED TO FOR THE BENEFIT OF EACH CARRIER AS IF THEY WERE PARTIES TO THE AGREEMENT FOR SUCH PURPOSE. EACH AFFILIATED CARRIER AND OFF FLEET CARRIER IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 12.

13. INDEMNITY

Passenger agrees to indemnify and hold harmless Slate Shuttle, Carrier, and each of their affiliates and their officers, directors, managers, employees, and agents (“Indemnified Party”) from and against any and all claims, loss, damage, demands, liabilities, injury or expense, including attorneys’ fees arising out of or in connection with Passenger’s gross negligence, willful misconduct, violation of the rights of any third party (including other passengers or Carrier crew) or third party goods or ancillary Service providers, except to the extent arising out of the Indemnified Party’s gross negligence, willful misconduct, or breach of these Charter Terms.

14. GOVERNING LAW; VENUE

14.1 This Agreement and all the rights of the parties hereunder shall be governed by, construed and enforced in accordance with the laws of the State of Florida without reference to the conflict of law principles of any jurisdiction.

14.2 Any claim or dispute between the parties and/or against any agent, employee, successor, or assign of the other, whether related to these Charter Terms or the relationship or rights or obligations contemplated herein, including the validity of this clause, shall be resolved exclusively by binding arbitration by the American Arbitration Association by a sole arbitrator under the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes then in effect. The place of arbitration shall be Broward County, Florida. The existence and content of the arbitration proceedings and any rulings or award shall be kept confidential except (i) to the extent that disclosure may be required of a party to fulfill a legal duty, protect or pursue a legal right, or enforce or challenge an award in bona fide legal proceedings before a state court or other judicial authority, or (ii) with the written consent of all parties. Notwithstanding anything to the contrary, either party may disclose matters relating to the arbitration or the arbitration proceedings where necessary for the preparation or presentation of a claim or defense in such arbitration

14.3 THE PARTIES AGREE THAT ARBITRATION SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED ON A CLASS ACTION BASIS OR IN A REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. NOTWITHSTANDING ANY OTHER PROVISION IN THESE CHARTER TERMS AND WITHOUT WAIVING EITHER PARTY’S RIGHT OF APPEAL, IF ANY PORTION OF THIS PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.

15. COVENANTS

15.1 Passenger shall use Aircraft for Passenger’s own pleasure or for business and shall not use the aircraft (a) to provide transportation of Guests or cargo for remuneration (unless approved in writing by Slate Shuttle); (b) in violation of Applicable Aviation Regulations or any insurance conditions communicated to Passenger; (c) for any illegal purpose; (d) in bad faith; or (e) for the transportation of precious metals, gems or cash as cargo, and/or (f) for any commercial use, including photography/filming (unless approved in advance in writing by Slate Shuttle).

15.2 Passenger acknowledges that Passenger has no proprietary or exclusive rights in any Aircraft.

15.3 Passenger and Passenger’s Guests shall comply with the Applicable Aviation Regulations and the Carrier’s contract of carriage insofar as these each impose binding obligations or restrictions on Passenger and/or Guests. “Applicable Aviation Regulations” are all applicable national and international rules and regulations and operational standards relating to an Aircraft. Passenger and Guests shall conduct themselves in an appropriate manner and strictly adhere to the Passenger Regulations and Rules of Conduct available at https://app.flyslate.com (“Passenger Regulations”) to ensure a safe, friendly, and respectful experience on flights arranged by Slate Shuttle.

15.4 Passenger warrants and represents that it has all requisite power, consents and authorization to enter these Charter Terms lawfully and perform all obligations arising hereunder, and doing so does not contravene or breach any applicable agreement, instrument, order, judgment, injunction, covenant, decree or other restriction (including a charge, mortgage or security). If Passenger is an entity, Passenger further represents that it has duly secured all necessary authority and approval under all corporate documents and procedures to enter into any agreement with Slate Shuttle, warrants that each individual executing, delivering, and performing has full, complete, and legal authority to bind Passenger, and acknowledges and agrees that the Flight Service requested by Passenger and being provided by Slate Shuttle is for the benefit of entity and constitutes a contemporaneous exchange for new and/or substantially equivalent value. Slate Shuttle shall be entitled in good faith to rely on reasonable representations made by an individual with actual or apparent authority to bind Passenger in arranging or fulfilling Flight Services or taking any other such actions as may be authorized by these Charter Terms. Each such individual executing these Charter Terms on behalf of Passenger shall, upon an event of default by Passenger, become jointly and severally liable with Passenger for all Passenger’s representations and obligations under these Charter Terms and shall remain so liable for so long as these Charter Terms remain valid.

15.5 Passenger agrees that it shall be solely responsible for the care, custody and control of any animal accompanying Passenger or Guest during a Flight Service, shall adhere to any instructions provided by the Carrier regarding such care, custody and control. Passenger shall defend and indemnify Slate Shuttle for any damages, injuries or loss caused by such animal. Slate Shuttle reserves the right to re-charge Passenger any deep cleaning surcharges imposed on Slate shuttles by Carrier associated with the transportation of pets or animals.

15.6 Passenger agrees to not disclose this agreement or the terms thereof to any third party without Slate Shuttle’s prior written approval, except (i) to the extent required by law (ii) to permit Passenger to comply with its contractual obligations under these Charter Terms or (iii) to the extent such terms are already generally available to the public.

15.7 Passenger hereby accepts that the collection, use, and processing of personal data of natural persons related to these Charter Terms shall be governed by the applicable data protection related laws and regulations, as well as Slate Shuttle’s Privacy Policy available at https://app.flyslate.com/legal/privacy-notice/ Passenger authorizes Slate Shuttle to use Passenger’s personal data to check Passenger’s credit in connection with invoice collection efforts or perform criminal and other background searches of Passenger in evaluating whether to permit Passenger to utilize Slate Shuttle Services, including but not limited to, the National Criminal Database, Global Watch List, National Sex Offender Database, Federal International Criminal Database and the Office of Foreign Assets Control Sanctions List. By submitting personal data to Slate Shuttle or to an affiliate about any natural person, including Guests, Passenger hereby confirms that: (i) Passenger has been appointed to act for such persons; (ii) such persons consent to the processing of their personal data in accordance with these Charter Terms, which may include sensitive personal data; and (iii) Passenger will inform such persons of Slate Shuttle’s identity and all applicable privacy policies, including the sections of the  Slate Shuttle Privacy Policy regarding types of personal data collected, how it is used, and with whom it is shared.

16. LEGAL COMPLIANCE

16.1 Passenger, which for purposes of this section includes its employees, agents, affiliates, and guests (together, for the purposes of this Section, “Passenger”) hereby represents, warrants, and agrees that: (i) Passenger is not a sanctioned entity or individual, Designated Party, or otherwise the subject or target of any economic, export, or trade sanction law, or regulation or travel ban, or is or could be designated as a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation that would prohibit Slate Shuttle or a Carrier from transacting with Passenger under applicable law; (ii) Passenger will promptly notify Slate Shuttle in writing should it know, or have reason to know, of any change or potential change in status under this Section; (iii) Passenger shall honor all applicable laws; (iv) funds paid to Slate Shuttle by Passenger are not derived from illegal acts; (v) Slate Shuttle may be required by law to block, freeze, and/or remit funds, which it will do without liability to Passenger; (vi) Passenger will promptly provide to Slate Shuttle accurate information and documentation reasonably requested to assess compliance with this Section, including, without limitation, that related to Know Your Customer (KYC), Ultimate Beneficial Owner (UBO) and source of wealth/funds, and consents to screening and/or background checks; and (vii) without prejudice to all of Slate Shuttle’s other rights under these Charter Terms and at law, (a) Slate Shuttle may at its discretion (1) terminate these Charter Terms by means of written notice to Passenger, with immediate effect, without need of judicial recourse, and/or (2) decline to arrange flights or otherwise provide services, and do so without liability for compensation or damages (direct or indirect) of any type or nature, in the event that Passenger breaches this Section, makes misrepresentations regarding legal compliance, becomes a sanctioned or Designated party, is convicted or adjudicated of a an offence in any jurisdiction that is related to human rights violations, terrorism, drug trafficking, financial impropriety, or could otherwise bring Slate Shuttle into disrepute or is prejudicial to Slate Shuttle’s interest, or Slate Shuttle or Carriers are otherwise unable to transact with Passenger under law, and (b) Passenger assumes all liability and shall in perpetuity, beyond the expiry of these Charter Terms, indemnify, reimburse, and hold free and harmless Slate Shuttle, its officers, directors, shareholders, employees, agents, affiliates, and subcontractors from and against any and all related claims, suits, losses, costs, and liabilities.

16.2 For the avoidance of doubt, Slate Shuttle and/or Carrier may refuse Flight Services at any time and at their sole discretion due to current applicable laws relating to travel, export, and/or restrictions of Russian and Belarusian nationals (including dual-nationals).

17. MISCELLANEOUS

17.1 Passenger shall provide Slate Shuttle no later than twenty-four (24) hours or by such other date and time set by Slate Shuttle prior to departure with a complete Guest list, government issued identification, and all other necessary information and valid documentation and any other operational requirements for the requested Flight Services, which may include medical certificates and health declarations and information reasonably required for the Carrier to obtain appropriate Permits and Permissions (defined below). For international Flight Services, Passenger agrees that it is their sole responsibility to obtain any required visas or entry documentation and acknowledges that Passenger must have a valid passport in their possession. Neither Slate Shuttle nor Carrier shall have any liability for Passenger’s non-compliance with this section or with any government regulations.

17.2 Aircraft availability shall always be subject to the Carrier being able to obtain appropriate permits and permissions and making, in its sole discretion, an affirmative operational determination regarding flight safety, risk and legality. This includes, but is not limited to, customs and immigration permits, operational or cabotage restrictions, available take-off and landing slots, sanctions and war risk, health and safety determinations, Pilot-in-Command approvals, and any other requirements deemed necessary (together “Permits and Permissions”). Slate Shuttle will notify Passenger where cabotage restrictions restrict or prohibit the domestic carriage of passengers as soon as possible following a flight request. Passenger must provide to Slate Shuttle any information or documentation as may be reasonably requested to obtain Permits and Permissions as soon as possible. For the avoidance of doubt, Passenger’s direct or indirect contribution to the inability to obtain Permits and Permissions, including, without limitation, the failure to provide timely and accurate information, shall result in a deemed a cancellation.

17.3 No special terms, representations, assurances, promises or warranties shall be binding on Slate Shuttle except as set out expressly herein. Passenger has carefully reviewed these Charter Terms and acknowledges that neither Slate Shuttle nor any of its affiliates or representatives has made or could make, directly or indirectly, any express or implied representation or warranty unless such information is expressly included herein. Any previous agreements, warranties, or representations made between the parties relating to these Charter Terms, if any, are hereby cancelled, disclaimed, superseded and are not to be relied on. Without prejudice to the generality of the foregoing, and without limitation, Passenger acknowledges that aircraft images, layouts, and/or figures are provided for informational purposes only and may differ from the specific aircraft arranged.

17.4 These Charter Terms do not create a joint venture, partnership or other form of business relationship between the parties save as expressly set out herein. If any provision(s) of these Charter Terms are held to be wholly or partly invalid, void, illegal or unenforceable (“Invalid Provision”), the remaining provisions shall remain in full force and effect and the Invalid Provision shall be modified to reflect the original intention of the parties. All sections intended to survive termination or expiry of these Charter Terms shall so survive.

17.5 Slate Shuttle may novate, assign, sub-contract and transfer these Charter Terms and all or any of its rights and obligations under it to (a) a holding company; (b) any affiliate of a holding company; and (c) any company purchasing the business and undertaking of Slate Shuttle. In the event of such novation, assignment, sub-contracting, or transfer, Slate Shuttle shall inform Passenger thereof in writing within a reasonable time thereafter. Passenger may not assign or otherwise transfer any of its rights or obligations under these Charter Terms without Slate Shuttle’s prior written consent.

17.6 The parties further agree that: (a) headings are for reference purposes only; (b) these Charter Terms shall be construed as though both parties participated equally in the drafting; and (c) the failure to enforce (or selective enforcement of) any rights under this these Charter Terms will not be deemed to be a waiver of those rights or to preclude any other.

17.7 These Charter Terms may be executed by electronic signature, including but not limited to the use of a symbol, process, email signature, or electronic button, checkmark or toggle in the mobile application or website or any other electronic medium attached to or logically associated with a record or document and executed by Passenger or Passenger’s authorized representative with the intent to sign or acknowledge such record or document. Electronic signatures shall have the same force and effect as manual signatures

17.8 Passenger agrees that if these Charter Terms are accepted through the Slate Shuttle mobile app, website, or by e-mail by Passenger, a representative reasonably appearing to have authority to bind Passenger, or a Slate shuttle. At the direction of Passenger by selecting the “I Accept” toggle or in such other manner as may be specified by Slate Shuttle in its sole discretion, such acceptance shall constitute an electronic signature and be binding as if made by Passenger.

ANNEXURE I (2025 PEAK DAYS)

* Slate Shuttle reserves the right to pull forward or move back departure times by up to 3 hours on these dates.

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What Cookies Do We Use?

Cookies are used on our website by us and some of the service providers we use to deliver part of the functionality available on our website to you. Please note that we have no control over third party service providers who use cookies on our website. The table below sets out which cookies are used and by which service provider.

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You may refuse to accept cookies by adjusting the settings on your browser. This allows you to block the setting of all or some cookies. However, if you select this setting to block all cookies, you may be unable to access certain parts or functions of our website. If you wish to restrict or block the use of cookies from our website or others, the “Help” function within your browser will guide you through the process. The website www.aboutcookies.org also contains additional detailed guidance on how to do this on a wide variety of browsers. Unless you have adjusted your browser setting so that it will refuse cookies, our system will issue cookies when you log on to our website. To opt out of being tracked by Google Analytics across all websites, visit http://tools.google.com/dlpage/gaoptout .

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Our Privacy Notice provides further information about how we protect and use your information when using our website. You should read the Privacy Notice alongside this Cookie Notice.

Updates to This Cookies Notice

We may periodically update the cookies we use and our Cookies Notice. If we do, you will be notified when you next visit our website and you will be able to view the new Cookies Notice. You can also revisit this page if you wish to keep yourself informed.

This credit utilization policy (“Policy”) describes the terms and conditions applicable to the utilization of gratuitous credits issued by Slate Shuttles, LLC (“Slate Shuttle”) from time to time to Slate Shuttles customers for use as described in this Policy. Capitalized terms used in this Policy shall have the meaning given to them in Member’s Membership Agreement, unless otherwise defined in this Policy.

1.      Definitions.

“Affiliated Carrier” means Tri-State Charter, LLC (dba Slate Aviation).

“Other Carrier” means any carrier other than an Affiliated Carrier.

“Flight Cost” means the cost of air transportation itself (exclusive of taxes and fees).

“XO Credits” means any Loyalty Credits, Flight Credits, Promotional Credits, or Rebate Credits previously issued by  XO Global LLC.

2.      Terms

Slate Credits. Slate Credits may be redeemed for up to 100% of total flight cost for shared or charter flights performed by Tri-State Charter LLC d/b/a Slate Aviation. Slate Credits cannot be combined with any other credit type.

XO Credits. The use of XO Credits will continue to be governed by the XO Global Credit Utilization Policy. This policy can be viewed via https://flyxo.com/legal/credit-utilization-policy/

3.      Miscellaneous

All credits types: (a) are non-transferrable, (b) may not be redeemed for any monetary value, (c) may be earned only on flight services and cannot be earned on ancillary charges or other services, (d) cannot be earned or utilized by non-members, unless otherwise stated in this Policy or a valid promotional offer, (e) may not be combined to offset the cost of any single flight or transaction, and (f) shall automatically expire upon the earlier of (i) expiration or termination of the Member’s membership, unless otherwise stated in a valid promotional offer or (ii) twelve months from the date of issuance.

Slate Shuttles reserves the right to modify this Policy at any time, effective within 30 days of publication of an updated version on its website or mobile application. You are responsible for regularly reviewing this Policy. Continued use of Slate Shuttle’s services, website or mobile application after 30 days from publication of any such modifications shall constitute your consent to the modified terms. Headings are for reference purposes only. The failure to enforce (or selective enforcement of) any rights under this Agreement will not be deemed to be a waiver of those rights or to preclude any other.

Please click the button below to visit the the U.S. Department of Transportation Airline Passengers with Disabilities Bill of Rights website page.

This Shared Membership Agreement comprised of the Commercial Terms and Membership Terms and Conditions (together, the “Agreement”) is entered into by and between the person or entity executing this Agreement (“Member”) and Slate Shuttle, LLC, a Delaware limited liability company (“Slate Shuttle”).

Commercial Terms

MEMBERSHIP BENEFITS

A. FLIGHT SERVICES

Slate Shuttle agrees to arrange Slate Shuttle-initiated flight services whereby Slate Shuttle offers for sale one or more seats on a shared flight service (a “Shared Flight”), and to provide Member access to ancillary services (collectively with Shared Flight Services, “Services”) subject to Member’s execution of Slate Shuttle’s Public Charter Operator Participant Agreement (the “Public Charter Agreement”) and Member’s continued good standing. For the avoidance of doubt, all Shared Flights are subject to availability at Slate Shuttle’s sole discretion. Slate Shuttle is a public charter operator and does not own or operate aircraft. All Shared Flights are Public Charters organized pursuant to 14 CFR 380 and will be operated by one or more properly licensed Carriers (defined below).

B. OPERATIONAL CONTROL

Carrier shall have exclusive direction, control, and authority over initiating, conducting, and terminating Shared Flights (“Operational Control”). Member understands and agrees that Carrier shall have Operational Control in all matters, including without limitation preparation of the aircraft for a Shared Flight, the Shared Flight itself, the load carried and its distribution, whether or not a Shared Flight will be performed, the route, and all other matters relating to the aircraft operation, including which passengers may not travel due to disruptive behavior, failure to provide requested documentation within the time allotted, or a passenger’s physical or mental condition (subject to 14 CFR Part 382). Member further agrees that when, in the sole discretion of a Carrier, safety may be compromised in performing a Shared Flight, then Slate Shuttle or the Carrier may terminate or refuse to commence a flight, or take other action necessitated by safety considerations without breaching this Agreement or incurring any liability for loss, injury, damage, or delay to Member.

D. PUBLIC CHARTER AGREEMENT

Each Shared Flight is subject to the Public Charter Agreement and Terms of Use, each of which are available at www.flyslate.com and expressly incorporated herein by reference. Slate Shuttle reserves the right to modify the Public Charter Agreement and/or Terms of Use from time to time during the Term without notice to Member. Any such modifications shall be binding on Member after they have been posted by Slate Shuttle at www.flyslate.com.  In the event of a conflict between the terms of this Agreement and the Public Charter Agreement, the terms of the Public Charter Agreement shall control.

F. FLIGHT COST

Prices for a seat on a Shared Flight (the “Flight Cost”) are displayed in the mobile application inclusive of any applicable taxes and are not guaranteed until the Shared Flight Service is reserved by Member by accepting the Public Charter Agreement presented with the trip quote in the mobile application or such other medium provided by Slate Shuttle (the “Trip Quote”). For the avoidance of doubt, Member shall be responsible to pay any Additional Costs (defined below) incurred in support of the Shared Flight at Member’s request.

“Additional Costs” include: (a) additional services and offerings requested by Member; (b) wi-fi usage or other telecommunications charges; (c) a deep cleaning surcharge where required by Member’s use of the Aircraft (, smoking, animals); (c) costs of requested catering; (d) specially requested in-flight entertainment; (e) any cancellation fees; and (f) a service fee, which may be applied to each Additional Cost under this Section.

G. PAYMENT

The total Flight Cost will be charged to Member’s credit card at the time of booking. Member authorizes Slate Shuttle to settle any Additional Costs by charging Member’s credit card, including any applicable cancellation fees, which Member authorizes Slate Shuttle to charge immediately in the event of an actual or deemed cancellation.

All amounts due by Member under this Agreement shall be paid in U.S. Dollars and in the form and manner provided herein or as Slate Shuttle in its sole discretion may reasonably instruct Member. Time for payment is of the essence. Late payment is subject to interest at 1% of the outstanding sum per month from the due date until receipt of payment by Slate Shuttle. Slate Shuttle is not obliged to arrange or perform any Services under this Agreement where any sums remain outstanding for payment under this Agreement. Member authorizes Slate Shuttle to charge Member’s credit card on file to fund in whole or in part any and all fees, charges, liabilities and/or other amounts that may be due under this Agreement, a Trip Quote, or any other agreement with Slate Shuttle or an affiliate thereof, or a third party as determined by Slate Shuttle. If Slate Shuttle is unable to settle with Member’s credit card, Member’s liability to Slate Shuttle for any Flight Cost, Membership Fees, or cancellation fees, Slate Shuttle shall have the right to seek further payment from Member.

Member must notify Slate Shuttle of a disputed charge within the earlier of 15 days from the date on which the invoice or statement is (i) received by Member or (ii) posted in the mobile application. After 15 days, the charges shall be deemed valid and final; and Slate Shuttle shall have no obligation to refund any amount in whole or in part. All rates and monetary amounts set out in this Agreement may be adjusted by Slate Shuttle from time to time in its sole discretion. Any rates or monetary amounts so adjusted shall be binding on Member commencing on the next applicable payment due date immediately following notification of the increase.

H. MEMBERSHIP ACCOUNT AND FEES

Upon execution of this Agreement and receipt of the initial Membership Fee in cleared funds, Slate Shuttle shall establish a profile in the Member’s name (the “Membership Account”).

Member agrees to provide Slate Shuttle with a credit card and authorizes Slate Shuttle to automatically charge the initial Membership Fee and any subsequent Membership Fees to the credit card on file, subject to the provisions of this Agreement. Member shall provide new or updated credit card information promptly following expiration of the credit card on file. In the event Member’s credit card is declined, Member agrees to provide a different method of payment within 3 business days. If Member fails to provide a different method of payment, and the Membership Fee remains due and outstanding for more than 10 business days, Member’s membership shall be cancelled and Member will forfeit any accrued benefits, including any credit currencies, and any outstanding charges shall become immediately due and payable.

The Membership Fee is (i) due on an annual recurring basis, (ii) a subscription fee for continued eligibility for, and access to, the benefits available under this Agreement, (iii) not a payment for any Services purchased under this Agreement, (iv) not refundable or-transferable, even if Member fails to utilize the Services, (v) inclusive of all applicable taxes, (vi) not amortized over time, (vii) not based on Member’s ability to purchase or use the Services, and (viii) accrued continuously until this Agreement is terminated.

MEMBERSHIP TERMS AND CONDITIONS

1. COVENANTS

1.1 Member shall use aircraft utilized to perform Shared Flights (each, an “Aircraft”) for Member’s own pleasure or for business and shall not use Aircraft (a) to provide transportation of passengers (passengers being defined throughout this Agreement as “Guests”) or cargo for remuneration (unless approved in writing by Slate Shuttle); (b) in violation of Applicable Aviation Regulations (as defined below) or any insurance conditions communicated to Member; (c) for any illegal purpose; (d) in bad faith; or (e) for any commercial use, including photography/filming (unless approved in advance in writing by Slate Shuttle). Member acknowledges that Member has no proprietary or exclusive rights in any Aircraft.

1.2 Member and Member’s Guests shall comply with the Applicable Aviation Regulations and the Carrier’s contract of carriage, insofar as these each impose binding obligations or restrictions on Member and/or Guests, and shall conduct themselves in an appropriate manner. “Applicable Aviation Regulations” are all applicable national and international rules and regulations and operational standards relating to an aircraft.

1.3 Member warrants and represents that it has all requisite power, consents and authorization to enter into this Agreement lawfully and perform all obligations herein for the duration of the Term, and doing so does not contravene or breach any applicable agreement, instrument, order, judgment, injunction, covenant, decree or other restriction (including a charge, mortgage or security). If Member is an entity, Member represents that it has duly secured all necessary authority and approval under all corporate documents and procedures to enter into any agreement with Slate Shuttle and warrants that each individual executing, delivering, and performing has full, complete, and legal authority to bind Member. Each such individual executing this Agreement on behalf of Member shall, upon an Event of Default by Member, become jointly and severally liable with Member for all Member’s representations and obligations under this Agreement and shall remain so liable for the remainder of the Term.

1.4 Member agrees to not disclose the terms of this Agreement to any third party without Slate Shuttle’s prior written approval, except to the extent required by law and/or to permit Member to comply with contractual obligations under this Agreement.

1.5 Member hereby accepts that the collection, use, and processing of personal data of natural persons related to this Agreement shall be governed by the applicable data protection related laws and regulations, as well as the Slate Shuttle’s Privacy Policy. Member authorizes Slate Shuttle to use Member’s personal data for Slate Shuttle and/or the air carrier providing air transportation to vet Member in accordance with applicable governmental security requirements. By submitting personal data to Slate Shuttle or to an affiliate about any natural person, including Guests, Member hereby confirms that: (i) Member has been appointed to act for such persons; (ii) such persons consent to the processing of their personal data in accordance with the terms of this Agreement, which may include sensitive personal data; and (iii) Member will inform such persons of Slate Shuttle’s identity and all applicable privacy policies, including the sections of the Slate Shuttle Privacy Policy regarding types of personal data collected, how it is used, and with whom it is shared.

2. FORCE  MAJEURE

Slate Shuttle shall have no liability for a delay, interruption or failure to provide an Aircraft or furnish Services when such delay or failure is caused by a Force Majeure Event as that term is defined by the Public Charter Agreement and except as set forth in the Public Charter Agreement.

3. BREACH AND DEFAULT

3.1 The occurrence and continuation of any of the following shall constitute an “Event of Default” and contractual breach by either party: (a) insolvency, assignment for the benefit of its creditors, or bankruptcy, including any proceeding under any bankruptcy or other law for the relief of debtors that is not dismissed within 90 days; (b) failure to pay proper amount due when due under this Agreement; or (c) material breach of any other provision of this Agreement, which remains uncured for 7 calendar days after written notice is received from the non-defaulting party, except in the case of a breach of the representations in Section 8 in which case Slate Shuttle may terminate this Agreement immediately without liability to Member.

3.2 During Member’s Event of Default, Slate Shuttle shall have no obligation to arrange Services requested by Member or cause any previously arranged Services to be performed. For the avoidance of doubt, any such action or inaction shall be without prejudice to any other right available to Slate Shuttle at law or in equity.

3.3 Upon the occurrence of an Event of Default by either party and failure by such party to cure within any available cure period, where cure is possible, the other party may immediately terminate this Agreement. Any such termination shall be in addition and not in lieu of the terminating party’s right, subject to this Agreement, to bring an action or claim against the defaulting party for any other remedies otherwise available to it at law or in equity.

3.4 Slate Shuttle reserves the right to re-charge Member any and all fees, expenses and other costs incurred by Slate Shuttle in engaging lawyers, collection agencies, or other parties to enforce its rights, including, but not limited to, the collection of overdue funds.

4. LIABILITY

4.1 Member agrees and acknowledges that Slate Shuttle is only buying and reselling air transportation on Shared Flights and that it shall have no liability to Member whatsoever. Slate Shuttle disclaims all liability for the operation or performance of Shared Flights performed by Carrier(s) and/or for any actual direct, indirect, special or consequential damages caused directly or indirectly by any breach by Carrier of the air transportation agreement including but not limited to a delay or failure of Carrier in performing a Shared Flight.

4.2 Member shall not be entitled to assert any liability on the part of Slate Shuttle for any damages or losses relating to additional services arranged at Member’s request, unless such damages or losses are caused by Slate Shuttle’s willful misconduct.

4.3 Member shall reimburse Slate Shuttle promptly on demand for the costs of repairing, cleaning, and/or disinfecting any exterior or interior damage caused by Member, Member’s Guests, their baggage, or their animals, as reasonably determined by Slate Shuttle, to any Aircraft. 

4.4 IN NO EVENT SHALL SLATE SHUTTLE’S AGGREGATE LIABILITY EXCEED THE AMOUNT OF MEMBERSHIP FEES ACTUALLY PAID BY MEMBER TO SLATE SHUTTLE IN THE THREE (3) YEAR PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM.

4.5 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY OR THEIR AFFILIATES OR ANY CARRIER SHALL BE LIABLE TO THE OTHER (INCLUDING TO MEMBER’S GUESTS) OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, MEMBERS, MANAGERS, AGENTS AND EMPLOYEES FOR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF PROFIT, LOSS OF USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES AND THE LIKE, AND/OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING WITHOUT LIMITATION, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON INCLUDING, LOSSES SUFFERED BY MEMBER AS A RESULT OF ANY DELAY OR FAILURE BY SLATE SHUTTLE IN ARRANGING AN AIRCRAFT OR A CARRIER PERFORMING A FLIGHT SERVICE ARRANGED UNDER THIS AGREEMENT, EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. FOR THE AVOIDANCE OF DOUBT, NEITHER SLATE SHUTTLE NOR ITS AFFILIATES SHALL HAVE A DUTY TO MITIGATE ANY LOSS ARISING FROM THE FAILURE BY MEMBER TO PAY ANY AMOUNT DUE UNDER THIS AGREEMENT, WHETHER BY TRANSPORTING ANY THIRD PARTIES FOR CONSIDERATION ON THE AIRCRAFT, BY DISPOSING OF THE AIRCRAFT, OR BY ANY OTHER MANNER.

4.6 MEMBER AGREES TO ACCEPT THE PROCEEDS OF THE POLICIES MAINTAINED BY SLATE SHUTTLE, ITS AFFILIATES, OR ANOTHER CARRIER, AS THE CASE MAY BE, AS MEMBER’S SOLE RECOURSE AGAINST SLATE SHUTTLE OR ANY CARRIER FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO MEMBER OR ANY ADDITIONAL INSUREDS ARISING OUT OF THE SERVICES ARRANGED UNDER THIS AGREEMENT; PROVIDED THAT MEMBER SHALL NOT BE LIMITED IN ITS RECOURSE TO THE EXTENT SUCH INSURANCE PROCEEDS ARE WITHHELD OR REDUCED DUE TO THE ACTIONS OR INACTIONS OF SLATE SHUTTLE.

4.7 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED RECOURSE AND LIABILITY CLAUSES IN THIS SECTION 4 AND AS OTHERWISE SET FORTH IN THIS AGREEMENT HAVE BEEN EXPRESSLY AGREED TO FOR THE BENEFIT OF EACH CARRIER AS IF THEY WERE PARTIES TO THE AGREEMENT. EACH CARRIER IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 4.

5. TERM AND TERMINATION

5.1 The Term is set forth in the Commercial Terms. At any time during the Term, Member or Slate Shuttle may terminate this Agreement by providing not less than thirty (30) days’ written notice to the other party.

5.2 Termination pursuant to Section 5.1 shall be effective on the later of (a) 30 days from the date of Slate Shuttle’s receipt of a valid termination notice or (b) the date of completion of a Shared Flight arranged prior to the effective date of the termination notice that is not otherwise cancelled by Member.

5.3 Either party may terminate this Agreement immediately by written notice upon the occurrence of an Event of Default.

5.4 Slate Shuttle may terminate this Agreement if within three (3) days of notice by Slate Shuttle of Member’s credit card being declined, Member fails to provide an alternative payment method to Slate Shuttle as required under the terms of this Agreement.

5.5 Except as expressly provided herein, all obligations that accrue or are owed to Slate Shuttle or Member, respectively, at or prior to termination of this Agreement, and any other obligations which by their terms survive termination of this Agreement, shall so survive.

6. EFFECT OF TERMINATION

6.1 If this Agreement is terminated by either party pursuant to Section 5, then Slate Shuttle shall have the right to seek payment from Member for: (i) any Flight Costs and Additional Costs incurred for a Shared Flight provided to Member under this Agreement; (ii) the cost of any additional services provided or costs accrued under this Agreement; and (iii) any Membership Fees due and owing under the Agreement.

6.2 If Member terminates this Agreement due to an Event of Default by Slate Shuttle, then Slate Shuttle shall provide Member with a prorated refund of the Membership Fee paid for the then-current Term.

6.3 If Member provides notice to Slate Shuttle of its intent not to renew the Agreement pursuant to Section 5.1, Member shall not be entitled to a refund of any Membership Fee(s) paid, in whole or in part.

6.3 Any refunds due to Member may only be refunded to the account from which funds were originally transmitted, except where Member provides written confirmation from a bank that said account is no longer active.

6.4 Member shall remain liable to pay to Slate Shuttle any other charges, costs or fees arising pursuant to the terms of this Agreement, and Slate Shuttle shall have the right to charge Member’s credit card on file for the full amount of any such charges, costs or fees and/or seek further payment from Member. Member agrees to pay all reasonable attorneys’ fees and expenses associated with the collection of such charges, costs or fees.

7. GOVERNING LAW; VENUE

7.1 This Agreement shall be interpreted and governed by the laws of the State of Florida, without regard to its conflict of law provisions.

7.2 EXCEPT FOR CLAIMS GOVERNED BY THE Public Charter Agreement, ANY CLAIM OR DISPUTE BETWEEN MEMBER AND SLATE SHUTTLE OR AGAINST ANY OF THEIR RESPECTIVE AGENTS, EMPLOYEES, SUCCESSORS, OR ASSIGNS, WHETHER RELATED TO THIS AGREEMENT OR THE RELATIONSHIP, RIGHTS OR OBLIGATIONS CONTEMPLATED HEREIN, INCLUDING THE VALIDITY OF THIS CLAUSE, SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION BY THE AMERICAN ARBITRATION ASSOCIATION IN BROWARD COUNTY, FLORIDA BY A SOLE ARBITRATOR UNDER THE COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES THEN IN EFFECT, WHICH ARE DEEMED TO BE INCORPORATED HEREIN BY REFERENCE. THE EXISTENCE AND CONTENT OF THE ARBITRATION PROCEEDINGS AND ANY RULINGS OR AWARD SHALL BE KEPT CONFIDENTIAL EXCEPT: (I) TO THE EXTENT THAT DISCLOSURE MAY BE REQUIRED OF A PARTY TO FULFILL A LEGAL DUTY, PROTECT OR PURSUE A LEGAL RIGHT, OR ENFORCE OR CHALLENGE AN AWARD IN BONA FIDE LEGAL PROCEEDING BEFORE A STATE COURT OR OTHER JUDICIAL AUTHORITY, OR (II) WITH THE PRIOR WRITTEN CONSENT OF MEMBER AND SLATE SHUTTLE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, EITHER PARTY MAY DISCLOSE MATTERS RELATING TO THE ARBITRATION OR THE ARBITRATION PROCEEDINGS WHERE NECESSARY FOR THE PREPARATION OR PRESENTATION OF A CLAIM OR DEFENSE IN SUCH ARBITRATION.

7.3 ARBITRATION OR ANY OTHER PROCEEDING SHALL PROCEED SOLELY ON AN INDIVIDUAL BASIS WITHOUT THE RIGHT FOR ANY CLAIMS TO BE ARBITRATED OR RESOLVED ON A CLASS ACTION BASIS OR ON BASES INVOLVING CLAIMS BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF OTHERS. THE ARBITRATOR’S AUTHORITY TO RESOLVE AND MAKE WRITTEN AWARDS IS LIMITED TO CLAIMS BETWEEN MEMBER AND Slate Shuttle ALONE. CLAIMS MAY NOT BE JOINED OR CONSOLIDATED UNLESS AGREED TO IN WRITING BY ALL PARTIES. NO ARBITRATION AWARD OR DECISION WILL HAVE ANY PRECLUSIVE EFFECT AS TO ISSUES OR CLAIMS IN ANY DISPUTE WITH ANYONE WHO IS NOT A NAMED PARTY TO THE ARBITRATION. NOTWITHSTANDING ANY OTHER PROVISION IN THESE TERMS AND CONDITIONS AND WITHOUT WAIVING EITHER PARTY’S RIGHT OF APPEAL, IF ANY PORTION OF THIS PROVISION IS DEEMED INVALID OR UNENFORCEABLE, THEN THE REMAINING PORTIONS OF THE ARBITRATION PROVISION SHALL REMAIN IN FULL FORCE AND EFFECT.

8. LEGAL COMPLIANCE

Member and its employees, agents, affiliates, and Guests (together, for the purposes of this Section, “Member”) hereby represent, warrant, and agree that: (i) Member is not a sanctioned entity or individual, Designated Party (including any person or entity designated in published lists issued by the U.S. government or the United Nations or the European Union as a Specially Designated National or a Designated Person, or any other similar designation), or is otherwise the subject or target of any economic, export, or trade sanction law, or regulation or travel ban, or is or could be designated as a terrorist, a foreign terrorist organization, an organization that assists or provides support to a foreign terrorist organization, a proliferator of weapons of mass destruction, a narcotics trafficker, or any other similar designation that would prohibit Slate Shuttle or a Carrier from transacting with Member under applicable law; (ii) Member will promptly notify Slate Shuttle in writing should it know, or have reason to know, of any change or potential change in status under this Section; (iii) Member shall honor all applicable laws while entering into and travelling under this Agreement; (iv) funds paid to Slate Shuttle by Member are not derived from illegal acts or remitted by or on behalf of a Designated Party (or any entity or individual covered in 9(i) above); (v) Slate Shuttle may be required by law to block, freeze, and/or remit funds, which it will do without liability to Member; (vi) neither Slate Shuttle nor any Carrier have an obligation to perform any service under this Agreement that could, in their sole and absolute judgement, result in violation or potential violation (in any jurisdiction) of any law or regulation or economic or trade sanction law; (vii) Member shall promptly provide accurate information and documentation reasonably requested from time to time by Slate Shuttle, including Know Your Customer (KYC) and Ultimate Beneficial Owner (UBO) forms, and consents to screening and/or background checks; (viii) Member is not entering into this Agreement as a Designated Party (or any entity or individual covered above) covered in Section 8(i) above and will not use the Services to benefit such a Designated Party (or any entity or individual covered above) either directly or indirectly but shall instead use them for personal use; and (ix) without prejudice to all of Slate Shuttle’s other rights under this Agreement and at law, (a) Slate Shuttle may at its discretion (1) terminate this Agreement by means of written notice to Member, with immediate effect and without need of judicial recourse, and/or (2) decline to arrange flights or otherwise provide services, and do so without liability for compensation or damages (direct or indirect) of any type or nature, in the event that Member breaches this Section (, makes a misrepresentation regarding compliance, becomes a sanctioned or Designated Party, is convicted or adjudicated of a an offence in any jurisdiction that is related to human rights violations, terrorism, drug trafficking, financial impropriety, or could otherwise bring Slate Shuttle into disrepute or is prejudicial to Slate Shuttle’s interest), fails to comply with this Section, and/or either Slate Shuttle or a Carrier determine, in their sole discretion, that they are otherwise unable to transact with Member under any law, enforcement order, warrant or similar, and (b) Member assumes all liability and shall in perpetuity, beyond the expiry of this Agreement, indemnify, reimburse, and hold free and harmless Slate Shuttle, its officers, directors, shareholders, employees, agents, affiliates, and subcontractors from and against any and all related claims, suits, losses, costs, and liabilities.

9. NOTICES

All notices provided hereunder shall be in writing and in English. Notice to Slate Shuttle shall be by courier with courtesy copy to Legal@flyslate.com. Notice to Member shall be by email to the email address provided by Member or by publication on Slate Shuttle’s website or mobile app. Notice will be deemed to have been received upon (a) day of receipt if sent by courier or (b) the day transmitted to a known email of Member or posted by Slate Shuttle to the Slate Shuttle mobile app or website. Without prejudice to any service method permitted by law, both parties irrevocably consent to process in any legal action or proceedings under Section 7 to be served in accordance with this Section 9, including, without limitation, service to Member’s address as may have been provided in writing to Slate Shuttle.

10. MISCELLANEOUS

10.1 This Agreement sets out the entire agreement between the parties. No special terms, representations, assurances, promises or warranties shall be binding on Slate Shuttle except as set out expressly herein. Member has carefully reviewed the terms of this Agreement and acknowledges that neither Slate Shuttle nor its affiliates or representatives has made, directly or indirectly, any express or implied representation or warranty unless such information is expressly included in this Agreement. Any previous agreements, warranties, or representations made between the parties relating to this Agreement, if any, are hereby disclaimed, superseded and are not to be relied on.

10.2 This Agreement does not create a joint venture, partnership or other form of business relationship between the parties save as expressly set out in this Agreement. If any provision(s) of this Agreement are held to be wholly or partly invalid, void, illegal or unenforceable (“Invalid Provision”), the remaining provisions of this Agreement shall remain in full force and effect and the Invalid Provision shall be modified to reflect the original intention of the parties. All sections intended to survive termination or expiry of this Agreement shall so survive.

10.3 Slate Shuttle may novate, assign, sub-contract and transfer this Agreement and all or any of its rights and obligations in its sole discretion. Member may not assign or otherwise transfer any of its rights or obligations under this Agreement without Slate Shuttle’s prior written consent.

10.4 The parties further agree that: (a) headings are for reference purposes only; (b) this Agreement shall be construed as though both parties participated equally in the drafting; and (c) the failure to enforce (or selective enforcement of) any rights under this Agreement will not be deemed to be a waiver of those rights or to preclude any other.

10.5 This Agreement and any documents referred to or incorporated herein may be executed by electronic signature, including but not limited to the use of a symbol, process, email signature, or electronic button, checkmark or toggle in the mobile application or website or any other electronic medium attached to or logically associated with a record or document and executed by Member or Member’s Authorized Representative with the intent to sign or acknowledge such record or document. Such electronic signatures shall have the same force and effect as manual signatures.

10.6 Slate Shuttle reserves the right to change, suspend, or terminate any of the Services or benefits at any time, including but not limited to the available routes, types of Aircraft used, Carriers who perform Flight Services, and changes to (or imposition of new) fees or other charges for Services or benefits pursuant to the notice provisions outlined in this Section 10. Additionally, Slate Shuttle may amend any and all provisions of the Agreement in its sole discretion. Any such amendment shall be effective on the later of (i) the 30th day from the date notice of such changes is transmitted to Member or (ii) the date specified by Slate Shuttle. For purposes of this Section, notice to Member may occur by transmission to a known email of Member or Member’s account or by publication on Slate Shuttle’s website or mobile app, and shall be effective on the date of such publication. Any amendment requested by Member shall require the written consent of an authorized agent of Slate Shuttle, which may be withheld in Slate Shuttle’s sole discretion. If Member does not agree to the amended Agreement terms, Member may terminate the Agreement in accordance with Section 5 of the Agreement. Absent termination, Member’s continued use of the Services shall constitute Member’s consent to be bound by the amended Agreement terms.

10.7 Member acknowledges that Slate Shuttle manages the Services and that the ability to deliver the Services with high levels of customer satisfaction depends on a vibrant and cooperative membership community. Notwithstanding anything herein to the contrary, Slate Shuttle shall have the authority to reject Member’s requests for Flight Services without liability and/or suspend or terminate the Agreement if Member does or attempts to deliberately manipulate the Services or the mobile app by repeatedly booking and cancelling Services, failing to authorize payment or pay for Services, or taking other actions which in Slate Shuttle’s reasonable discretion disrupts Slate Shuttle’s ability to deliver the Services.

10.8 Slate Shuttle may provide access to its software, including but not limited to the Slate Shuttle mobile app, website, electronic marketplaces, and integrated communication tools, which form part of the Services, and are designed to optimize and enhance the user-experience, communications, functionality and logistics associated with the Services (collectively, the “Software”). Member is granted limited license to access and utilize the Software as stipulated under the terms of this Agreement and the Terms of Use (as amended from time to time).

10.9 All warranties, conditions, representations whatsoever implied by statutory or common law are, to the fullest extent permitted by law, excluded from this Agreement.