Wing Share Program Terms & Conditions

Wing Share Program

1. Wing Share Rates. Owner acknowledges and agrees that pursuant to the Agreement it shall pay the Hourly Owner Rate for all Owner Hours as well as any Incurred Expenses. The Hourly Owner Rate shall be as set forth on Exhibit A of the Management Agreement and shall consist of the categories of expenses listed below under Section 1 on Exhibit C in the Management Agreement. Owner shall also be responsible for payment of all Incurred Expenses, which costs are listed below under Section 2 of Exhibit C in the Management Agreement.
   
2. Interchange Policy. The Client may request the use of another type of aircraft in the Wing Share fleet according to the following Aircraft Interchange Schedule. Requests for an upgrade or downgrade from the Aircraft are capped to 20% of the Client’s total annual hours allocated. Requests for upgrades and downgrades are guaranteed but subject to operational availability as determined by JA in its sole discretion. The Client shall be deemed to have used the number of hours equal to the actual hours used for such flight multiplied by the relevant ratio specified in the Aircraft Interchange Schedule.
   
   * JA reserves the right in its sole discretion to amend the above percentages on sixty (60) days prior to written notice.
   • Example 1 – Interchanging down: If a Client in LLC A of a Citation XLS wishes to interchange down into a Citation CJ2 (owned by LLC B) and has not yet exceeded the 20% rule, Jet Access shall allow this interchange to take place assuming there is availability on Citation CJ2. Client of LLC A shall be assessed a 0.75 per hour interchange charge for every 1.0 hour flown In the Citation XLS. This charge shall be transferred from the Client in LLC A into the operating account of LLC B. 
   • Example 2 – Interchanging up: If a Client in LLC A of a Citation XLS wishes to interchange up into a Citation Sovereign (owned by LLC B) and has not yet exceeded the 20% rule, Jet Access shall allow this interchange to take place assuming there is availability on Citation Sovereign. Client of LLC A shall be assessed a 1.1 per hour interchange charge for every 1.0 hour flown In the Citation XLS. This charge shall be transferred from the Client in LLC A into the operating account of LLC B.
3. Ride-Sharing. Clients may allow other Wing Share Clients the availability to share rides on a per seat, per hour, trip-by-trip basis. All Clients and guests must agree to share rides. Any request for shared rides shall be sent to Operator. Any shared rides must be agreeable by all parties and operated per FAR Part 135. 
   • Example – A Citation XLS holds eight passengers and Client A has two and Client B has six. Client A “pays” for their flight by a reduction of their hours by 25% and Client B “pays” for their flight by receiving a reduction of 75% of the hours. If they flew a 4-hour trip under this scenario, Client A would have spent one hour while Client B would have spent three hours.
4. Empty Leg Policy. JA shall make every attempt possible to avoid charging Clients for empty legs of the aircraft. As the term suggests, empty legs (“Empty Legs”) are flights that are scheduled to fly without any passengers. These operate when an aircraft needs to reposition or return for a charter. They’re sometimes also referred to as “dead-heads,” “repositioning legs,” and “ferry flights.” By leveraging our charter department, we have the unique ability to charter your aircraft back to home base or to its next Wing Share Client trip to mitigate as much empty leg expense as feasible. In the event of an empty leg is required, you are only charged the variable rate as referenced in Exhibit C of the Management Agreement.
5. Operator's Exchange Policy. In the event that a Wing Share Aircraft Is operated FAA Part 135, any applicable Federal taxes shall be remitted on behalf of the Client by Jet Access. 

Flight Services

1. Generally.
   1. JA shall maintain, crew, and operate the Aircraft for the Client and be in compliance with applicable law and the provisions of the Agreement. 
   2. All flights under the Agreement will be conducted pursuant to 14 CFR Part 135. Jet Access shall be in Operational Control of all flights conducted under the Agreement, Pursuant to 14 C.F.R. § 1.1. “Operational Control” with respect to a flight means the exercise of authority over initiating, conducting, or terminating a flight.
2. Flight Scheduling.
   • For scheduling purposes, Peak Periods (“PPD”) shall be defined as, (i) 3 days prior to, through 3 days following, Martin Luther King Jr. Day, Presidents Day, Memorial Day, Independence Day (July 4th), Labor Day, and Columbus Day. (ii) 5 days prior to, through 5 days following, Thanksgiving, Christmas, and New Year’s Day.
   • Non-Peak Periods (“NPPD”) shall be defined as any days falling outside of PPD.
   • International Flights (“International Flights”) shall be defined as any flights that originate and/or terminate outside of the 48 continuous States.
   • Non-Preferred Fixed Based Operation (“Non-Preferred FBO”) is defined as a non-Signature Flight Support and Jet Access FBO if one is present on the airfield.
   • Airports considered to be High-Density Airports (“High-Density Airports”) are the ones defined by FAA FAR § 93.123. Examples of such airports are but are not limited to, ATL, BOS, DCA, EWR, LGA, ORD, JFK, and LAX.
   • In order to facilitate the provision of services by JA, the Client agrees to provide its desired flight schedule and related information as far in advance as reasonably possible and, in any event, to provide the flight schedule and related information no later than the “Minimum Advanced Notice” defined as 48 hours prior to NPPD and 72 hours prior to PPD. 
   • Scheduling Conflict. If the Aircraft is unavailable, Jet Access shall use its best efforts to make another aircraft in the fleet available in the following order:
     • Another Wing Share aircraft shall be made available with an applicable transfer rate if the aircraft is of a different size (reference Aircraft Interchange Schedule). The difference in the number of hours used from Wing Share Clients’ actual aircraft to the interchanged aircraft will be provided before booking is complete. 
     • Should a Wing Share aircraft not be available, Jet Access shall make available a managed aircraft (an aircraft that is Part 135 managed and a part of our fleet) at a cost + (5%) basis. 
     • Should the former two options not be available, Jet Access shall provide options within the preferred partnership fleet at a cost + (5%) basis. 
     • Notes:
       1. Final costs, including applicable taxes, will be conveyed and require approval prior to booking being complete.
       2. Jet Access shall use the Jet Access Aviation Cancellation Terms for (in-fleet) managed aircraft. 
       3. Jet Access shall adhere to third-party preferred partner’s (off-fleet) scheduling, cancellation, and operating policies.
   • International Booking Policy. Jet Access is an International Operator and will require 7 days’ notice for international travel outside of the 48 contiguous States. There will be additional costs incurred (including but not limited to) Landing fees, Customs, International Handling fees, Permit fees and Overflight fees. These International expenses are passed through as incurred and shall be provided within 30 days and billed separately at NET15 as incurred. The cost varies by destination and will be passed through expenses billed to the Client.
   • High-Density Airport. The Operator on behalf of Wing Share Client shall make recommendations to alternate airports when High-Density Airport fees may apply.  The following fee schedule shall apply to each takeoff and/or landing at a designated High-Density Airport.
     • Citation CJ2: $250
     • Citation XLS: $500
     • Citation Sovereign: $750
   • Non-Preferred FBO. Jet Access has a proprietary fuel-saving program with Signature referred to as the Signature Power Fleet program. The Operator reserves the right to assess a fee, per the schedule below, for each event, the Client utilizes a Non-Preferred FBO per Client request. 
     • Citation CJ2: $350
     • Citation XLS: $550
     • Citation Sovereign: $750
   • Cancellations.
     • By Client. The Client shall have the ability to cancel a trip once confirmed without penalty so long as the cancelation request is received prior to the Minimum Advanced Notice. If the Client cancels within the Minimum Advanced Notice, JA reserves the right to assess up to 100% of the anticipated hours of the trip being cancelled. 
     • By Jet Access. Jet Access reserves the right at any time during the carriage to suspend or redirect the flight in question and/or provide the Passenger with another similar aircraft or cancel the flight without further liability to the Client in the event that the carriage cannot be completed in accordance with Client’s requirements due to war, warlike events, infringements of a country’s neutrality, insurrection, civil war, civil unrest, riots, sabotage, strikes, blockades, lockouts, quarantine, hijacking, terrorist actions, requisition, confiscation, expropriation, seizure, adverse weather conditions or other force majeure of any nature, technical reasons, detention or similar measures, accidents with aircraft, or due to other factors over which Jet Access has no control, or when the safety of the Passengers or the crew from the aircraft can reasonably be assessed to be in danger, at the discretion of the pilot in command or of Jet Access personnel (“Force Majeure Event”). Where Jet Access cancels the contract of carriage having commenced but not completed the carriage due to the Force Majeure Event, the Client shall only be charged on a pro-rata basis for the portion of the carriage performed and any balance shall be refunded to the Client. In the event that a Force Majeure Event occurs prior to the commencement of the carriage and no suitable solution can be found in the reasonable opinion of Jet Access, Jet Access reserves the right to cancel the contract of carriage without liability to the Client. In this case, Jet Access shall credit the Client with an amount corresponding to the flight in question minus all expenses already incurred. 
   • Delay, Diversion, or Termination of Trip. The Client acknowledges and agrees that a trip may be delayed, diverted, or terminated under certain circumstances, including but not limited to adverse weather conditions, operational limitations, mechanical failure, or a Safety of Flight determination. Jet Access and the pilot-in-command will be in complete charge and control of the aircraft at all times. If in the pilot-in-command’s sole judgment, the safety of flight may be jeopardized, then he/she may terminate or refuse to commence a flight (a Safety of Flight determination). Except for a delay, diversion, or termination caused by the Client or any passengers, if a trip is delayed, diverted, canceled, or terminated prior to completion, including because of a Force Majeure or Safety of Flight determination, then Client will only be charged for the cost attributable to transportation performed and such transportation as may be necessary to return charter passengers to their original airports of departure if they so elect to return. If the Client requests that Jet Access arrange for a replacement charter aircraft to complete Client’s scheduled itinerary, Client agrees to pay for such replacement aircraft costs, including any additional cost for positioning the replacement aircraft to or from Client’s departure or arrival location.

Insurance

1. Liability and Hull. Jet Access hereby agrees to arrange the Hull and Liability insurance with coverage as set forth in Schedule A. 
2. Terms. During the term of this Agreement, Jet Access will maintain in full force and effect for Jet Access employees, Workers Compensation and Employer Liability Coverage.
3. Indemnification. Jet Access hereby agrees to defend, indemnify and hold Client, its Client, affiliates, subsidiaries, their directors, officers, employees and agents  harmless from and against any and all liabilities, claims, suits, judgments, damages, losses, award, fines, penalties, costs and expenses, including reasonable attorney fees and costs associated therewith (respectively “Jet Access Indemnifiable Items”), arising from, injury or death of persons, and the loss, damage or destruction of property, or any other losses or costs but only to the extent in each case that said Jet Access Indemnifiable Items are caused by (i) Jet Access’s gross negligence, (ii) Jet Access’s failure to pay any amounts when due under this Agreement, or (iii) any accident or occurrence of damage or harm, or law violation while the Aircraft is under Jet Access’s operational control, or while the Aircraft is under Client’s operational control but being crewed by pilots acting as employees or agents of Jet Access, so long as Client has not given the crew any instruction to which either Jet Access or any crew member has objected due to safety concerns.
4. Jet Access hereby agrees to arrange the Hull and Liability insurance under Jet Access’s insurance policy with insurers of recognized reputation, responsibility, and having at least an A.M. Best rating of an “A” or better as follows: 
   • aircraft physical damage insurance (including war risk coverage and other allied perils coverage) with no deductible with respect to the Aircraft, against loss, theft or damage, extended coverage with respect to any engines or parts while removed from the Aircraft, as defined in the terms and conditions of your aircraft hull and liability policy for ($X,XXX,000), naming Jet Access and Client as named insureds. Bank, if any (as hereinafter defined) and Client shall be named as loss payee with losses payable as their respective interests may appear in the event of an actual or constructive total loss.
   • passenger and third-party liability insurance (including war risk coverage and other allied perils coverage) for the Aircraft which it operates in an amount not less than One Hundred Million Dollars ($100,000,000) combined single limit liability coverage and shall cause Client and Jet Access to be named insureds.
   • The client agrees to accept the proceeds of such hull insurance as its sole recourse against Jet Access for any loss or damage sustained to the Aircraft whether arising as a result of Jet Access's operation.  In addition, the Client agrees to accept the proceeds of such liability insurance provided hereunder as its sole recourse against Jet Access in the event of any claim hereunder.  All such insurance shall contain a Breach of Warranty Endorsement in favor of the Client, and the Bank if any.
   • Copies of such policies and certificates of insurance shall be furnished to the Client promptly upon the execution of this Agreement upon request.  Such Insurance shall be maintained by Jet Access in full force and effect throughout the term hereof. However, in the event this Agreement is terminated in accordance with the provisions of this Agreement, any such insurance that has been provided to the Client under Jet Access’s insurance policy is terminated effective the same date as termination of this Agreement. Any continuation of this Agreement shall be at the sole discretion of Jet Access and upon payment in full of all premiums(s) due under the insurance program.

Miscellaneous

1. Referral Program.  Jet Access recognizes and greatly appreciates referrals from our Clients and Clients. Jet Access shall reward each Wing Share Client with a referral of $5,000 credit against expenses per signed referral. This credit shall be applied against the as Incurred expenses.   
2. Damage to Aircraft. The Client will pay for all reasonable costs and expenses to clean, repair, or replace any property or cabin fixture damaged due to the negligence or misconduct of Client or passengers. Damage not considered normal wear and tear shall include, but is not limited to, such items as: upholstery stains, broken plate/glassware, broken drawers, torn seats or headliner, food or drink spills which require professional cleaning. While pets may be allowed on a case-by-case basis, they must be kenneled or restrained for safety of flight purposes and the Client is responsible for resulting damages or stains. Client must disclose the presence of pets onboard a flight at time of booking. If Client should arrive at the aircraft with pets that Jet Access was not advised of prior to, Jet Access reserves the right to terminate the flight with a 100% cancellation penalty. A cleaning fee of $500.00 will incur for pets per flight. Smoking is prohibited on all Jet Access aircraft. 
3. Prohibitive Conduct. Willful destruction, damage, setting fire to, or disabling aircraft or aircraft facilities is strictly prohibited and shall be subject to fines or imprisonment as identified in 18 U.S. Code § 32. Willful damages (with intent to damage) include but are not limited to: damage, destruction, disabling, setting fire to, or placing a destructive device or substance in, any such aircraft, or in proximity to, any appliance or structure, ramp, landing area, property, machine, or apparatus, or any facility or other material used, or intended to be used, in connection with the operation, maintenance, loading, unloading or storage of any such aircraft or any cargo carried or intended to be carried on any such aircraft; interferes with or disables, with intent to endanger the safety of any person or with a reckless disregard for the safety of human life, anyone engaged in the authorized operation of such aircraft; or performs an act of violence against or incapacitates any individual on any such aircraft. 
4. Prohibited Goods. Client agrees they shall not possess, or transport hazardous materials, hazardous waste, or dangerous goods as defined in 40 CFR Part 172. Dangerous goods include but are not limited to flammable liquids, gels, paints, or aerosols, oxidizers, compressed gas cylinders, alcoholic beverages over 140 proof, and hazardous chemicals. Client agrees they shall not possess, or transport federally classified illegal drugs/controlled substances as defined in 21 CFR Part 1308. Controlled substances include but are not limited to: Illegal Opiates, Heroin, Cocaine, Peyote, Hallucinogens, LSD, PCP, Ecstasy/MDMA, Methamphetamines, Marijuana, or Marijuana concentrates, regardless of prescription status.
5. Firearm & Ammunition Policy. Guns, rifles, or any other device that shoots must be unloaded and in its own case. Please declare the firearm and/or ammunition with the Pilot-In-Command. The container must completely secure the firearm from being accessed. Ammunition should be in separate containers or boxes. There should be no loose ammunition.