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Aero Black Program Agreement

Updated

 

Aero Black 

Membership Program Agreement

 

Effective Date: January 20, 2026

Aero Technologies, Inc. ("Aero") is a Public Charter Operator under Part 380 of the U.S. Department of Transportation's regulations (14 CFR Part 380). Aero Black is a travel program through which Members receive a suite of benefits from Aero. All such benefits relate to air travel with third party Federal Aviation Administration (FAA)- certificated air carriers ("Operators"), authorized to operate under Part 135 of the Federal Aviation Regulations ("FAR"; 14 C.F.R. Part 135).

On the Effective Date and at all times afterwards, this Program Agreement is and will be legally binding upon every person or entity who is accepted as a member of Aero Black (each, a "Member" with a "Membership"), and any individual accompanying a Member or utilizing an Aero Black benefit in connection with a Member's Membership ("Guests"), or other passenger (Members, Guests, and any other passengers are referred to collectively herein as "Passengers") for whom Aero provides travel related services or benefits in connection with Aero Black. For purposes of this Program Agreement, the term "You" refers to all Members and Guests. Some Passengers, such as Guests of Members, are not Members themselves, but all Members are deemed Passengers under this Program Agreement.

THIS PROGRAM AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. BY ENTERING THIS PROGRAM AGREEMENT, YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN YOU AND AERO IN A PRIVATE ARBITRATION AND WAIVE YOUR RIGHT TO BRING A LAWSUIT IN COURT. PLEASE CAREFULLY READ THE ARBITRATION PROVISION BELOW FOR MORE INFORMATION.

(I) General

A Membership, and travel related benefits arranged by Aero, and any other product or service provided by Aero to its Members and other Passengers are subject to the terms and conditions contained in (a) this Program Agreement; (b) the Conditions of Carriage and other applicable terms and conditions (the "Contract of Carriage") for an Operator of the applicable flight; (c) the Operator Participant Agreement found on Aero's website (Aero.com); (d) benefits and terms set forth in the applicable Member's Aero Black Invitation (the "Invitation") or other written correspondence regarding the benefits and terms of Membership (together with the Invitation "Membership Terms"); and (e) such additional policies, rules, terms and conditions as are presented on Aero's website or mobile device application and any ticket or ticket-less travel authorization (all of the foregoing and collectively, the "Agreement"). No agent, servant or representative of Aero, nor any Operator, has authority to change or waive any provision of the Agreement unless authorized in writing by an authorized corporate officer of Aero. Unless otherwise prohibited by law, the Agreement constitutes the entire agreement between Aero, Members, and Passengers.

Aero reserves the right to change, suspend or terminate any of the services or benefits it offers at any time, including changes, suspension or termination of any routes, types of aircraft used and/or Operators, and changes to (or imposition of new) fees or other charges for services or benefits. Aero may from time to time offer new routes and other services or benefits, all of which are subject to change, suspension or termination at any time and also are subject to additional fees or charges. Grandfathered Aero Black benefits (and the associated fee rates), if any, are subject to change per the terms of the Agreement and do not include access to new services or benefits that may be offered after the initial date of joining Aero Black. If appropriate, Aero will provide Members with prior notice of any proposed changes to this Program Agreement. Any changes to the Agreement by Aero will be made in good faith in Aero's reasonable business discretion. Aero is not liable for any refunds or costs incurred by a Passenger resulting from any such modification or cancellation.

At its sole discretion, Aero may offer certain Members trial or other promotional Memberships with different features, which are subject to the terms of the Agreement, except as otherwise stated in the promotional offer. Promotional Membership is valid only for the period specified in the promotional offer. If no period is specified, Aero may terminate promotional Memberships at any time in its sole discretion.

Aero may provide access to its software including applications, websites, electronic social/commerce, marketplaces, and integrated communication tools, which form part of Aero Black, and are designed to enhance the user-experience, communications, service optimization, functionality and logistics of Aero Black ("Software"). Passengers can access and utilize such Software only as stipulated and limited under the Agreement.

All flights arranged under the Agreement are operated by an Operator, who shall have exclusive direction, control and authority over initiating, conducting or terminating flights. An Operator performing the flight will be subject to, among other restrictions, flight time and duty time restrictions and airport limitations that may preclude or limit operations to certain airports and other applicable regulations and requirements. An Operator shall have absolute discretion in all matters relating to the operation of the aircraft, including the preparation of the aircraft for flight and the flight itself, the timing of the flight, the load carried and its distribution, the decision whether or not a flight is to be performed, and the route to be flown. An Operator shall have final and complete authority to cancel any flight for any reason or condition that in its sole and absolute judgment could affect the safety of flight and may take any other action that, in its sole opinion, is necessitated by considerations of safety. No such action of an Operator shall create or support any liability for loss, injury, damage or delay to Passenger or any claim against Aero.

In addition, an Operator shall have the right to refuse boarding to any person: (a) who appears to be intoxicated or under the influence of any illicit or controlled substance or drug; (b) who refuses to be subject to any reasonable checks of his or her person or baggage by an Operator, or by government or airport authorities; (c) whose condition, including apparent illness or incapacity, in the sole judgment of an Operator would involve hazard or risk to himself, herself or others; (d) who fails to provide proper identification in compliance with applicable laws; or (e) who is conducting himself or herself in a manner inconsistent with, or otherwise in breach of, the terms of the Agreement. Please see the applicable Operator's Contract of Carriage for additional terms and conditions imposed by the Operator for flights arranged under the Agreement by Aero.

Each Passenger authorizes Aero to arrange flights to be operated by an Operator and acknowledges and agrees that all such flights are subject to the Contract of Carriage and the Operator Participant Agreement.

(II) AERO Black Program Agreement Terms and Conditions

(A) Membership Benefits and Operations

(1) Aero Black Benefits – You acknowledge receipt of the description of Membership benefits provided to you along with your Membership Terms (the "Benefits Description"). Please contact AeroBlack@aero.com for a copy of your Benefits Description or any inquiries related thereto. The term of an Aero Black membership ("Program Term") commences on the date the Member is notified that their acceptance of the Invitation has been confirmed and Membership approved ("Service Commencement Date"). Unless otherwise specified in the Agreement, the Program Term terminates one (1) year from the Service Commencement Date. A Member does not have any right to the privileges or benefits of or related to Membership unless the Member's Membership is active and in good standing, including being current on any and all funds due to Aero. A Member will not have the right to enjoy any privileges associated in any way with Aero Black if the Member's account is dormant or suspended. Standard Aero Black membership benefits include Member fares as specified in the Benefits Description but does not include a pre-paid seat allocation unless specifically stated in the Member's Membership Terms. The Benefits Description is incorporated by reference and attached as Exhibit A to this Agreement. In case of conflict, this Program Agreement controls.

(2) Additional Benefits: 

  • Member fares on all other Aero routes: 17% off Select fares, 12% off Latitude fares
  • Member referral code: 15% off Select fares and 10% off Latitude fares for referred passengers, plus 2% cashback in Aero credit on completed referral bookings
  • Charter bookings: 3% cashback in Aero credit on completed charter flights booked or referred
  • Exclusive access: Partner benefits and events
  • Priority access to flights prior to public schedule release 
  • Ability to hold seats for up to seventy-two (72) hours prior to purchase
  • Complimentary pet-in-carrier transport for pets up to twenty (20) pounds including carrier (valued at $600, subject to availability).

(Aero credit may only be applied toward Aero scheduled service.)

(3) Booking Limitations: Members may book up to six (6) seats per flight (the Member plus up to five (5) Guests, which may include Guest Members as defined in Section (A)(4)). Resale of flights is strictly prohibited and will result in immediate membership cancellation and forfeiture of remaining benefits.

(4) Memberships Are Non-Transferable – Aero Black privileges are only available to Members and cannot be lent, shared, transferred, assigned, leased, pledged or sold to or used by any third party, except as specified in this Program Agreement. Members cannot lend their account to someone else to book flights or access Aero Black.

(5) Guest Members – Notwithstanding the restrictions set forth in subsection (A)(3), Members of the program may extend the benefits and privileges of their membership to up to five (5) individuals of their choosing ("Guest Members"). Guest Members are entitled to access and use the membership benefits and privileges under the same terms and conditions as the primary Member.

The Member is responsible for ensuring that Guest Members comply with all terms and conditions of this Agreement. The Member shall be liable for any misuse of the membership by a Guest Member. The Member must notify Aero in writing of the names and contact details of any Guest Members sharing the membership benefits.

Any violation of this Agreement by a Guest Member may result in the suspension or termination of membership benefits for both the Member and all associated Guest Members.

(6) Flight Cancellations, Transfers, and Changes –

(a) Flight Changes: Passengers are permitted to change flights up to seven (7) days prior to departure, subject to the Agreement. 

(b) Flight Cancellation Terms. Cancellation of individual flight reservations by Black Members is subject to the following schedule based on time of cancellation prior to scheduled departure:

  • More than 21 days before departure: Fully refundable to Aero flight credit or subject to three percent (3%) penalty if refunded to original payment method
  • Between 21 days and 72 hours before departure: Fully refundable to Aero flight credit or subject to three percent (3%) penalty if refunded to original payment method
  • Between 72 and 12 hours before departure: Fifty percent (50%) penalty fee applied, remainder issued as Aero flight credit
  • 12 hours or less before departure: One hundred percent (100%) penalty; no refund or credit available

All flight cancellations must be submitted through Aero's designated cancellation channels. Flight credits issued under this provision are subject to the terms and conditions applicable to Aero flight credits, including expiration policies.

An Operator will attempt to transport passengers and their baggage promptly and as scheduled. Flight schedules, however, may be subject to change without notice and the schedules are not guaranteed. Aero will use reasonable efforts to promptly notify all affected Passengers, using the contact information provided by each Passenger, of planned or unplanned schedule changes and cancellations, including those due to weather. At times, without prior notice to Passengers, an Operator may need to substitute other aircraft or arrange for an alternate Operator and may change, add, or omit intermediate or connecting stops. Aero cannot guarantee that Passengers will make connections to other Operator flights, or those of other air carriers.

If a flight is canceled by Aero or an Operator less than ten (10) days before the scheduled departure due to circumstances entirely within the control of Aero or an Operator (such as insufficient pilot staffing or maintenance), the Passenger shall not be deemed to have used the seat allocation or other benefits associated with that flight, and will be entitled to those additional remedies provided in the Operator Participant Agreement and Conditions of Carriage. For the avoidance of doubt, Force Majeure events as defined in Section (D)(15) are excluded from the remedies in this subsection.

(7) Transfers – You may transfer your reservation to a replacement Passenger, provided that you provide notification of your intent to transfer and the name of the replacement Passenger to Aero no later than 48 hours prior to departure. This provision is intended to comply with the requirements of 14 CFR § 380.43(c). In the event of any conflict between this Agreement and applicable federal regulations, the regulations shall prevail. Transfers under this section are subject to the same cancellation penalties as the original booking based on the time of the original reservation, not the transfer date. Any cancellation by a transferee within 72 hours of departure will result in the applicable penalty being charged to the original Member's account.

(8) Check-in and "No Shows" – Passengers must check in with the appropriate Aero personnel located at the departure airport at least twenty (20) minutes prior to the scheduled departure time or the Passenger will be considered a "No Show." No Shows will forfeit the seat allocation for the relevant flight(s).

(9) Responsibility for Guests; Responsibility for Damages – Members will be responsible for any charges incurred by Guests, including third party fees, as defined below. Member shall reimburse Aero for all costs and expenses incurred by Aero for such cleaning, repair or replacements as may be necessary as a result of spills, animals, extraordinary wear and tear, theft, waste, or excessive use of catering and minibar items, damage or misuse of an aircraft, Fixed Base Operator (“FBO”) locations, or their contents caused by Member or their Guests. Neither the Member nor any Guests may be permitted to smoke, including but not limited to e-cigarettes, on any trips arranged hereunder. If Aero determines that a Member or Guest has been smoking on an aircraft, the cost of cleaning and additional fees may be assessed against the Member in Aero's sole discretion. Any violation of this paragraph will be deemed a material breach of the Agreement and grounds for immediate termination of Membership. If a Guests is an unaccompanied minor, the Member or a guardian of the unaccompanied minor is responsible for complying with all check-in and boarding procedures for a flight to ensure that the unaccompanied minor is placed on the correct aircraft.

(10) Identification and Travel Documentation; Background Check – In accordance with the United States Transportation Security Administration ("TSA") regulations and additional government regulations Passengers are required to comply with all TSA regulations, and will be required to present valid identification prior to departure for all flights. An Operator has the right to refuse boarding to any person without the required documentation or as a result of non-compliance with TSA or other government regulations without recourse or further obligation on behalf of an Operator or Aero.

(11) Conduct – Aero and/or Operator each reserve the right to refuse services to any Passenger in their sole discretion, and for any reason. If the conduct of a Passenger endangers the aircraft or any Passenger or property while on board, or a Passenger obstructs or hinders the crew in the performance of their duties, or fails to comply with any instruction of the crew, including those with respect to weapons or objects that can inflict harm to persons or property, smoking in any form, drugs, alcohol, or use of any threatening, abusive or insulting words towards the crew or other Passengers, or any behavior which causes discomfort, inconvenience, damage or injury to the crew or other Passengers on the flight, Aero or Operator may take such measures as deemed necessary to prevent continuation of such conduct including restraint. Passengers may be disembarked and refused onward carriage at any point and may be prosecuted for offenses committed on board the aircraft. In addition, while waiting for travel or checking-in for flights at FBO or other airport facilities, Passengers are expected to conduct themselves in a manner that is respectful of Aero, Operator or on-ground staff, as well as other Passengers. If the conduct of a Passenger is in any way abusive, inappropriate, a violation of facility policies or the law, or threatens the safety of any person or property, Aero may take such measures as deemed necessary to prevent continuation of such conduct, including refusal of service or contacting law enforcement. If any Member is not acting in conformance with the proper rules of conduct or any community guidelines or other policies published by Aero from time-to-time, then Aero Black privileges may be revoked permanently in Aero's sole discretion, without refund.

(12) Member Policies – Members shall at all times comply with all Aero terms, conditions, wait lists, baggage requirements, the Contract of Carriage, the Operator Participant Agreement, community guidelines and other policies. Aero may, in its good faith, and its reasonable business discretion, change these terms, conditions, policies, and procedures at any time. As appropriate, Aero will provide Members with prior notice of any such changes.

(13) Compliance with Laws and Regulations – Travel by Passengers shall at all times be subject to applicable laws and regulations, including regulations and guidelines established by the Department of Transportation (DOT), Federal Aviation Administration (FAA) and the Transportation Security Administration ("TSA"). Please note that Operator may have limitations regarding carry-on or checked luggage that are more restrictive than commercial airlines due to the size of the aircraft and capacity of the cargo hold. Transportation of firearms or weapons may not be permitted under applicable regulations and guidelines. Also, Aero forbids the transportation of cannabis products, narcotics and other controlled substances, regardless of whether certain substances may be considered legal in any states. If you have any questions regarding applicable restrictions, please contact AeroBlack@aero.com.

(14) Animals – Aero may permit pets, service animals and emotional support animals on Aero flights subject to Aero's then-current Animal Policy. For questions, contact AeroBlack@aero.com.

(B) Suspension or Cancellation of Membership

(1) Suspension of Membership – Aero reserves the right to suspend or terminate (at Aero's option) a Membership ("Membership Suspension") at Aero's sole discretion.

(2) Cancellation of Membership by Member –

24-Hour Cancellation Right. Notwithstanding any other provision in this Agreement, in accordance with 14 CFR § 259.5(b), a Member may cancel their Membership within twenty-four (24) hours of initial purchase and receive a full refund of all Membership fees paid, provided that (i) the Membership was purchased at least seven (7) days before any flight reservation made using Membership benefits, and (ii) the Member provides cancellation notice to Aero at AeroBlack@aero.com within the 24-hour period. Upon valid cancellation under this provision, Aero will process a full refund to the original payment method within seven (7) business days.

Standard Membership Cancellation Terms. After expiration of the 24-hour cancellation period described above, a Member may not cancel their Membership, and any fees paid or payable are non-cancellable and non-refundable, except as otherwise expressly provided in this Agreement or required by applicable law. 

(3) Cancellation or Suspension of Membership by Aero – Aero reserves the right to cancel or suspend the Membership of any Member immediately upon notice to the Member at Aero's sole discretion and for any reason, including if Member breaches any terms or conditions of the Agreement or Aero's belief that a Member's continued use of such Membership would violate any provisions of the Agreement or applicable law. If Aero cancels a Member's Membership due to a breach of the Agreement by Member or Member cancels his or her Membership, any Fees previously paid by Member will be non-refundable. If Aero cancels a Member's Membership for any reason other than a Member's breach of the Agreement, Member's recourse will be limited to a pro rata refund of the remaining value of any pre-paid seat allocations based on the fraction of the benefits of the Membership unused. All refunds due under this Agreement will be processed within fourteen (14) business days of the triggering event.

If a Member's Membership expires, is canceled by Member, or is canceled by Aero due to Member's breach of the Agreement, Member will lose and forfeit all privileges and any additional benefits that might have accrued to Member. Aero will not owe any further obligation to provide any services, credits or benefits to Member. Except as expressly provided herein, Member will hold Aero harmless for the loss of the service, credits or any additional benefits. Notwithstanding the forgoing, Aero may at its sole discretion reinstate or honor any referral credits earned while the Member's Membership was active.

(C) Amendments to Aero Black Terms and Service Limitations

(1) Amendment of Aero Black and Program Agreement – Aero may amend or modify the Program Agreement from time to time. If appropriate, Aero will provide Members with prior notice of any proposed changes to the Program Agreement. Any changes to the Program Agreement by Aero will be made in good faith in Aero's reasonable business discretion. Except as otherwise expressly stated in the Program Agreement, a Member's continued access or use of the service after the Effective Date of the changes constitutes Member's consent to be bound by the Program Agreement, as amended or modified.

(D) Miscellaneous

(1) Accuracy of Information – Member represents that all information provided in response to the Invitation and in connection with acceptance of a Membership generally, is true, accurate, current, and complete. Member further agrees that s/he will notify Aero of any substantive changes to the Member's name, contact, or other applicable information.

(2) Legal Authority – The person entering into the Agreement represents that such person is of legal age to form a binding contract, is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction and will only use Aero Black for legitimate purposes. If the person entering the Agreement is doing so on behalf of a legal entity, such person represents that she or he has the legal authority to bind the legal entity to the Agreement.

(3) Non-Transferability of Membership, Rewards or Credits – Membership privileges are solely available to Members and cannot be lent, shared, transferred, leased or sold to any third party, except as specified in the Agreement or in a valid promotional offer. While Members can invite Guests to join them on flights transferring one of the Aero Black seats, they cannot lend their account to someone else to book flights or access the service.

(4) Background Checks – Each Passenger consents to one or more background checks. Member agrees and consents to periodic background checks on the Member, Guest Members and Guests at any time during the term of the Agreement and prior to any such individual's travel on an Aero flight. Background checks may be performed by a third party and in accordance with such third party's policies and procedures. Aero may require that Passengers provide additional information, including a social security number or global entry card (if no SSN), and may share all or a portion of such information with third party vendors for the purpose of conducting the background check. Aero warrants that it will maintain the confidentiality of information provided by Passengers as required by applicable law. Background checks may take up to five (5) business days to process. A Passenger's acceptance of the Agreement and delivery of the Passenger's personal information constitutes consent to Aero for performing a background check. Aero reserves the right to refuse service, at its sole discretion, to any Passenger that does not comply with the request for a background check or based on the results of a background check. If Aero refuses service based on background check results prior to any flight usage, Member shall receive a full refund of unused membership fees.

(5) Claims and Limitations of Liability; DISCLAIMER OF REPRESENTATIONS AND WARRANTIES – Aero shall not be 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 company or person, including but not limited to Operator, engaged in conveying the Passenger, or carrying out the arrangements for Passenger's trip or providing any partner benefits. It is the sole responsibility of an Operator to maintain liability insurance coverage. Passengers understand and agree that Aero is not liable for any claims arising out of or in connection with the services of an Operator or any of its partners and affiliates.

On behalf of themselves and Guests, Passengers understand and agree that Aero's liability shall in any case be limited to the amount paid by Passenger to Aero. In addition, no claim will be recognized by Aero unless a written notice of such claim is presented to Aero within twenty-one (21) days after the occurrence of the event giving rise to the claim. In the case of loss of, damage to, or delay in delivery of baggage, no claim will be entertained by Aero unless preliminary written notice of such claim is presented to a Aero representative in person within one (1) day after arrival of the flight on which the loss, damage, or delay is alleged to have occurred. The preliminary notice may thereafter be amended in writing; however, such amended claim must be presented to Aero no later than ten (10) days after the occurrence of the event giving rise to the claim. Failure to provide timely written notice will not bar a claim if the claimant establishes to the satisfaction of Aero that he or she was unable, through no fault or omission of the claimant, to provide notice within the specified time. No legal action on any claim described above may be maintained against Aero unless commenced within six (6) months of Aero's written denial of a claim, in whole or in part.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ALL CASES AND UNDER ALL CIRCUMSTANCES, NEITHER AERO NOR OPERATOR SHALL IN ANY EVENT BE LIABLE TO PASSENGERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING LOSS OF PROFITS, USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES, AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING 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. PASSENGER ACKNOWLEDGES AND AGREES THAT ANY LIMITATIONS OF LIABILITY FOR THE BENEFIT OF AERO ALSO APPLY TO AERO'S SHAREHOLDERS, AGENTS, REPRESENTATIVES, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AND SUCCESSORS AND ASSIGNS.

EACH PASSENGER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT: (A) NEITHER AERO NOR ANY OTHER PERSON ON AERO'S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) EACH PASSENGER ACKNOWLEDGES AND AGREES THAT, IN DECIDING TO JOIN AERO BLACK OR USE AERO SERVICES, HE, SHE, OR IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY OR DISCLOSURE MADE BY AERO OR ANY OTHER PERSON ON AERO'S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT.

(6) Choice of Law – The Agreement will be governed in all respects by the laws of the State of California without regard to their respective conflicts of laws rules.

(7) Dispute Resolution; MANDATORY BINDING INDIVIDUAL ARBITRATION – Please read this section carefully. It affects legal rights that you may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court.

In the event of a dispute under the Agreement, where such dispute has not been settled within thirty (30) days after written notice from either party to the other of the existence of the dispute, the parties agree that, at the request of either party, such dispute will be submitted for binding arbitration in accordance with the procedures below.

Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an "award." Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor the terms and conditions in the Agreement.

ARBITRATION AGREEMENT, CLASS ACTION WAIVER, PUNITIVE DAMAGES WAIVER

You and Aero agree that any dispute, whether at law or equity, arising out of or relating to the Agreement or your use of Aero products or services, regardless of the date of accrual of such dispute, and including any dispute about whether a claim is subject to arbitration, shall be resolved in its entirety by individual (not classwide or collective) binding arbitration.

You and Aero agree that any arbitration under the Agreement will take place on an individual basis and that class, mass, consolidated or combined actions or arbitrations or proceedings as a private attorney general are not permitted.

YOU AND AERO AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY.

This agreement to arbitrate extends to claims that you assert against Aero's agents, representatives, managers, officers, directors, employees, and successors and assigns.

This agreement to arbitrate shall survive termination of the Agreement. Notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable. If any part of this agreement to arbitrate is deemed invalid or inapplicable, you and Aero both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class, mass, consolidated, or combined basis.

ARBITRATION PROCEDURES

Arbitration shall be conducted by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (the "JAMS Rules"). The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To begin an arbitration proceeding, you must serve Aero at Member Services, Aero Technologies Inc., 16233 Vanowen Street, Van Nuys, California 91406, United States.

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and Aero will pay all other administrative costs and fees. In addition, for claims of less than $1,000, Aero will reimburse you for the $25 fee if the arbitrator rules in your favor. Reasonable attorneys' fees and expenses will be awarded only to the extent such allocation or award is available under applicable law.

Any arbitration will take place in Los Angeles County, California and will be determined by a single arbitrator; provided, however, that upon request by either party for claims of less than $1,000, the arbitration shall be conducted by telephone or by submission of documents only to the extent permitted by the JAMS Rules. Judgment on the award may be entered in any court of competent jurisdiction. The proceeding will be closed except to the parties, their attorneys, representatives, witnesses, and experts, all of whom must agree or have a duty to maintain the confidentiality of the dispute and its result, except as needed to implement the ruling.

(8) Severability – If, for any reason, any portion of the Agreement is determined by a competent authority to be void or unenforceable, then (a) that portion will have no effect, (b) the balance of the Agreement will remain in full force and effect, and (c) the Agreement will be performed as though the stricken portion were replaced with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

(9) Interpretation – Article titles and subheadings contained in this Program Agreement are inserted only as a matter of convenience and for reference. Such titles in no way define, limit, or describe the scope or extent of any provision of this Program Agreement. For purposes of this Program Agreement, (a) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; and (b) the word "or" is not exclusive. Unless the context otherwise requires, references in this Program Agreement: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. All references to "$" or "dollars" mean the lawful currency of the United States of America.

(10) Conflicts – In the event of a conflict between a Contract of Carriage, Operator Participant Agreement, Program Agreement, Membership Terms, terms printed on any ticket, terms printed on any ticketless travel authorization, and terms specified on Aero's website or mobile device application, precedence will be given in the order in which they are listed in the foregoing and if there is more than one version of any that are applicable, the last in time.

(11) Privacy – Aero takes appropriate measures to maintain data regarding its Passengers confidential. Aero may be required to furnish Passenger data, such as name, date of birth, and passport information, to comply with national and international security requirements or rules of governing bodies. It may also be necessary for Aero to provide names of persons on a flight and other information to third parties providing services related to a flight including to an Operator and governmental authorities. Aero may use Passenger information to check the credit of Passenger in connection with its invoice collection efforts or to check the credit of Member and perform criminal and other background searches of Member in connection with evaluating whether to accept or continue Member's Membership in Aero Black. Aero does not sell Passenger or guest data to third parties.

For further information regarding Aero's processing of your data and information, please reference Aero's Privacy Policy which is available on the Legal link of Aero's website at www.Aero.com.

(12) Release to Use Picture and Voice – Passenger authorizes Aero, its subsidiaries, licensees, successors and assigns, to use Passenger's (1) picture, including photographic, motion picture, and electronic (video) images; and (2) voice, including sound and video recordings, in each case created while Passenger is utilizing Aero Black. Passenger hereby grants Aero, its subsidiaries, licensees, successors and assigns, the right to use, publish, and reproduce, for all purposes, Passenger's name, picture of Passenger in film or electronic (video) form, sound and video recordings of Passenger's voice, and printed and electronic copy of the information described above in any and all media including cable and broadcast television and Internet, and for exhibition, distribution, promotion, advertising, sale, press conferences, meetings, hearings, educational purposes and in brochures and other print media. This permission extends to all languages, media, formats and markets now known or hereafter devised whether in the United States or abroad. The permission shall continue forever. Passenger further grants Aero, its subsidiaries, licensees, successors and assigns all right, title, and interest in all finished pictures, negatives, reproductions, and copies of the original print, and further grants Aero, its subsidiaries, licensees, successors and assigns the right to give, sell, transfer, and exhibit the print in copies or facsimiles thereof, for marketing, communications, or advertising purposes, as it deems fit in its sole discretion. Passenger hereby waives the right to receive any payment for granting this release and waives the right to receive any payment for Aero's, its subsidiaries, licensees, successors and assigns use of any of the material described above for any purpose authorized by this release. Passenger also waives any right to inspect or approve finished photographs, audio, video, multimedia, or advertising recordings and copy or printed matter or computer-generated scanned image and other electronic media that may be used in conjunction therewith and to approve the eventual use that it might be applied.

(13) Intellectual Property; License to Use Software; Acceptable Use and Non-Infringement – Aero and its licensors shall own all right, title and interest, including all intellectual property rights, in Aero's services and the Software, including any suggestions, ideas, feedback, recommendations or other information provided by Members or any third party regarding Aero's services or the Software that Aero incorporates into the services or Software. Subject to Member's compliance with the Agreement, Aero grants Member a limited non-exclusive, non-transferable license to download and use the Software solely for Member's own personal use. Nothing in the Agreement shall be deemed to convey any rights of ownership in the Software or any Aero intellectual property to Member or any third party, except for the limited license granted herein. Members are required to comply with the terms of any site where Software is available for download. Any violation of any Aero terms relating to the Software may lead to suspension or cancellation of the Member's Membership in Aero's sole discretion.

(14) Waiver – No failure or delay by either party in exercising any right under the Agreement shall operate as a waiver of that right and no single or partial exercise of that right shall preclude any other or further exercise of that right or the exercise of any other rights.

(15) Force Majeure – Aero shall not have any liability for delay or failure to furnish the products or services contemplated by the Agreement when such delay or failure is caused by circumstances beyond the reasonable control of Aero ("Force Majeure"). Examples of Force Majeure shall include the following: adverse weather conditions, mechanical failures, acts of God, governmental actions, war, civil commotion, FAA or other government regulations, crew rest, acts of terrorism, fire, explosion, flood, epidemic, labor disputes (whether or not relating to Aero's workforce) or restraints or delays affecting aircraft operators and carriers (including "slot delays", inability to obtain or delay in obtaining governmental approvals, permits and licenses), closure or congestion of airports, Air Traffic Control congestion, or natural or nuclear disaster. Aero shall not be held liable and Member agrees not to claim any damages against Aero that Member might suffer as a result of delay or failure to make available to Member any services, if the delay or cancellation was caused by Force Majeure, as defined herein.

(16) Compliance with Laws – Passenger shall comply and Member shall ensure that all Guests comply with all laws, treaties, customs, policies, public health, FAR's and other rules and regulations, including the immigration and customs laws of each country or state from, through, or to which a flight may operate ("Laws"). Passenger further agrees to indemnify and hold Aero, any Operator and each of their respective affiliates and their respective officers, directors, other Passengers, employees, agents and representatives (the "Indemnitees") harmless against any and all loss, liability, damage or expense suffered or incurred by the Indemnitees (including attorneys' fees and expenses) by reason of any failure of Passenger or its officers, directors, employees, agents, representatives or Guests to comply with any Laws.

(17) Notice and Contact Information – Aero may give notice by means of a general notice through the Software, email to Passenger's email address on record or by written communication sent to Passenger's address on record. Such notice shall be deemed to have been given upon the expiration of two (2) business days after mailing (if sent by first class mail) or twenty-four (24) hours after posting or sending it via email or other means of electronic transmission. Passenger may give notice to Aero (such notice shall be deemed given when received by Aero) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class mail postage prepaid with delivery confirmation to Aero at the following address: Aero Technologies, Inc., 16233 Vanowen St. Van Nuys, California 91406 addressed to the attention of: Chief Executive Officer, with a copy to the Legal Department.

Member Services can be contacted at:

Aero Technologies, Inc.
16233 Vanowen St.
Van Nuys, CA 91406
Email Address: AeroBlack@aero.com