Member Agreement

1. Who this agreement is between, and what it covers

This Member Agreement (the "Agreement") is between the organization named in the membership application ("you", the "Member") and LuxAviate ("we", "us"), the operator of the LuxAviate platform at luxaviate.com and dash.luxaviate.com. Where a legal entity name and address are shown on the pay page, that entity is the contracting party.

The Agreement incorporates by reference, as they stand on the day you accept and as later changed under section 19: the Terms of Service (dash.luxaviate.com/terms), the Price List (luxaviate.com/pricing), the Fee Schedule in the Terms of Service, and the Refund and Cancellation Policy (Terms of Service section 5). If these documents conflict, this Agreement controls, then the Refund and Cancellation Policy, then the Price List, then the Terms of Service.

You accept this Agreement on behalf of your organization by ticking the acceptance box on the membership page. The person who ticks it confirms they are authorised to bind the organization.

2. Eligibility, application and accuracy

LuxAviate is a platform for businesses: charter operators holding a current Part 135 or equivalent air operator certificate, charter brokers, and aircraft sales brokers and dealers. It is not for consumers.

You apply with your legal company name, your operator certificate number where you are an operator, your website, your business address and a business e-mail address. We review every application and may ask for documents to confirm what you told us. We may decline an application, or suspend or end a membership, if the information is inaccurate, cannot be verified, or your business no longer meets these conditions.

You will keep your profile, certificate, contact and billing details current, and tell us within ten business days of any change that affects your eligibility, including the suspension or loss of an operating certificate.

One membership covers one legal entity. Tails may be claimed by one organization at a time.

3. Membership term, billing and automatic renewal

Your membership runs for the term you choose, 6 or 12 months, at the monthly rate shown for your plan at the time you choose it. The monthly rate is the same for either term.

Unless you choose to prepay, we collect the monthly amount on the day of the month your term started, for every month of the term — from your bank account on file by ACH debit, or from your card if you chose to pay the membership by card. If you prepay, we collect the prepaid amount once at the start of the term; a prepaid year is priced at 11 months. A prepaid amount of $5,000 or more is invoiced, to pay by ACH or wire.

Enterprise memberships are prepaid on a signed order form: six months at the least (twelve months are priced at eleven), by ACH or wire against our invoice. The membership starts when the payment arrives; a payment not received 15 days after the due date is collected from your bank account on file, with your card as the backup.

At the end of the term, your membership renews automatically for a further term of the same length at the then-current rate for your plan, and we continue to charge your payment method, unless you give notice of non-renewal in the last 30 days of the term. You can give notice online under Settings → Billing & plan, or by e-mail to [email protected]. We e-mail a reminder at least 30 days before the term ends and at least 7 days before every monthly charge.

The amount, the schedule, the renewal and the way to cancel are shown to you on the pay page before you accept this Agreement, and repeated in the confirmation e-mail we send when the membership starts.

4. Fees, taxes and payment terms

You pay the plan price, the price of any extra tails, seats, agents or add-ons you switch on, AI actions over your monthly allowance (in packs of 250 for $25), and the platform fees in the Fee Schedule when the platform makes a sale, a placement or a mandate for you. Every fee is shown before the action that creates it, and nothing not shown on the Price List or in the Fee Schedule can be charged.

Additions mid-cycle are charged pro rata for the rest of the cycle; removals take effect at the next charge.

Transaction fees are collected when they are earned, each on its own: the take on an empty leg once the flight has left (never at booking), the jet-card fee when you record the card sale, a pilot-hire fee on the start date, a contract-pilot fee at the start of the contract (monthly over a contract of more than one month), and a listing fee at listing and at each 90-day renewal while the aircraft stays listed. Each is collected from your bank account on file, with your card as the backup. If you pay by bank debit you may choose instead to have them collected as one debit a week. Every collection is confirmed by an e-mailed receipt and listed under Revenue → Invoices & receipts.

A transaction fee paid by card carries a card fee of up to 3% of the fee where we have told you it applies; a bank debit carries none, and a membership, an AI pack or an add-on never does.

The success fee on an aircraft sale and the buyer-mandate fee are paid to us by the escrow company handling the closing, out of the closing funds, against our invoice — never charged to your card or debited from your bank account. You instruct the escrow company accordingly; we give you the instruction to hand them.

Prices are in US dollars and exclude taxes. Where we must collect sales, use or similar taxes, they are added to the invoice. You are responsible for any taxes on your own business.

A fee we could not collect when it was earned is invoiced, due 15 days after the invoice date. An invoice unpaid 15 days after its date carries a late fee of 1.5% of the unpaid balance per month, with a $50 minimum, and at 30 days we may collect the balance and the fee from your bank account on file, or charge your card if the debit fails — except an escrow commission, which is never collected from your bank account or card. A chargeback decided against you carries a $35 fee and we may suspend the membership until the balance is settled. You reimburse our reasonable costs of collecting an amount you owe and do not dispute in good faith.

We may change prices and fees with at least 30 days' e-mailed notice. A price change applies from your next term, never inside a term you have already started; a fee change applies to transactions after the notice period. If you do not accept a change, you may give notice of non-renewal.

5. Payment authorisations

How you pay. Every member keeps a bank account and a card on file for the life of the membership. The bank account is debited first; the card is the backup, charged only when a debit is not possible or does not go through. We never hold your clients' money, aircraft deposits or purchase prices, or wages: only our own membership amounts and fees are collected from you.

ACH debit. You authorise LuxAviate to debit the bank account you have placed on file, through our payment processor, for the membership amounts (when you pay the membership by ACH), add-ons, usage, transaction fees as they are earned, late fees and chargeback fees described in this Agreement and shown on the pay page, on the schedule described in sections 3 and 4, including any correcting entry for an error. This authorisation stays in force until you revoke it by giving us notice under Settings → Billing & plan or by e-mail to [email protected] at least three business days before the next scheduled debit, or until your membership ends and every amount owed is paid. You confirm you are an authorised signer on the account. We record the time, network address and browser of this authorisation and may, at your request, provide a copy.

Card on file. You authorise us and our payment processor to charge the card you have placed on file, as the backup to the bank debit — and for the membership when you chose to pay it by card — for the amounts described above, including the card fee on a transaction fee where it applies, until your membership ends and every amount owed is paid. Your card is verified with a zero-dollar check when you place it on file; nothing is charged until your membership starts. If a bank debit is returned or a wire is 15 days late, you authorise us to charge the card for the balance.

Receipts and records. We e-mail a confirmation at the start of the membership and before each renewal, and every charge carries the plan or invoice reference you see under Settings → Billing & plan. Statement descriptor: LUXAVIATE.

Electronic records and signatures. You agree to receive this Agreement, notices, invoices and reminders electronically at the e-mail addresses of your organization's owners, and that ticking the acceptance box has the same effect as a signature. You may ask for a paper copy at any time at [email protected]; you may withdraw this consent by closing the membership.

6. Founding offers

A founding price is available to the first twenty operators and the first fifty broker seats approved before 1 November 2026 that start a 12-month Pro or Broker Pro membership. Places are counted at the first charge, in order. The founding price applies for the whole term, to the plan only; extra tails and seats are at list price. If the membership is cancelled, the founding price ends with it and is not restored on return.

7. The platform take, and no circumvention

When a leg the platform's engine surfaced, priced and put in front of buyers sells through the platform, you pay 10% of the sale price, capped at $3,500 per sale, collected once the flight has left. Your own posted legs carry nothing on every plan. The total the platform takes on any sale is capped at 20% in our code. Nothing is owed on a leg that never books or a booking cancelled before the flight; tell us of a cancellation and, if the fee was already collected, it is credited.

The platform fees in the Fee Schedule are earned when the platform introduces or completes the transaction. If a transaction that was introduced, matched, quoted or mandated through the platform is completed outside it with the same counterparty within twelve months of the introduction, the fee is still due as if it had completed on the platform. You will record such a sale on your ledger, or tell us, within ten business days.

To check fees we are owed, we may ask once a year, on ten business days' notice, for the records that show whether a transaction introduced through the platform completed, and you will provide them. We keep what we see confidential and use it only to confirm the fee.

8. What the platform is, and is not

LuxAviate is software and a marketplace. We are not an air carrier, a charter broker, an aircraft broker or dealer, an escrow agent, a payment agent, an employment agency or a party to any charter, sale, lease, mandate, hire or jet card. Every contract for a flight, an aircraft, a hire or a card is between you and your counterparty, on your terms.

You alone are responsible for operating under your certificate and the regulations that apply to you, including air-carrier and charter rules, consumer disclosure rules for charter and jet cards, sanctions and export rules, and the accuracy of every listing, quote, price and availability you publish. A quote or hold given through the platform is your quote or hold.

Buy · Sell · Trade and buyer mandates: you are responsible for title, condition, airworthiness, taxes and the closing. Deposits and the purchase price are paid through the escrow company you and your counterparty choose; LuxAviate never holds them. You record the sale (price, closing date, escrow company) when it closes, and the escrow company pays our commission out of the closing funds.

Pilot recruiting: you are the employer or hirer, and you pay the pilot directly; LuxAviate never holds wages. You record the hire (full-time or contract, the start date, the base pay or the contract value) and, when it ends, the end date. You are responsible for lawful recruitment and hiring, for complying with employment, background-check and data-protection laws when you contact or hire a candidate, and for the terms you offer. We do not vet, certify or employ candidates; candidate details come from public records and the candidates themselves.

Jet cards, charter and client quotes: the client's contract, payments and refunds are yours — the client pays you, never us; the platform records the sale and collects only its fee.

Not the air carrier or a broker of record. LuxAviate does not operate, sell or arrange any flight. It is not the direct air carrier, an indirect air carrier or a broker of record for any flight a member quotes, books or flies, unless we say so in writing for that specific flight. A charter agreement made on the platform is between you and your client. When you act as an air charter broker you give the disclosures 14 CFR part 295 requires; the platform prints the disclosures you enter in the agreement your client signs, and you are responsible for their accuracy and completeness.

Ready forms are preparation aids. The platform prepares forms — load manifests, flight risk assessments, NTSB notification aids, insurance notices of loss, MEL and deferral logs, crew and duty records, broker disclosures and trip sheets — from your own records. They are aids for your review: we do not file, submit or certify any of them, we do not notify the FAA, the NTSB, the DOT or any insurer for you, and nothing the platform prepares is legal, regulatory or aviation-safety advice. You check every entry against the rule text and your approved manuals, programs and operations specifications, and you remain responsible for what you file, sign, send or rely on. Duty and rest figures and risk levels are planning aids, not compliance records.

9. AI features and agents

Briefs, parsing, pricing explanations, matches, drafted letters and quotes are generated with the help of artificial intelligence. They are decision support, not advice or a guarantee; review them before you rely on them, and you remain responsible for every decision, price and message you send.

If you switch on the e-mail agent or the voice agent, the agent acts on your behalf under rules you set. You are responsible for its mailbox and phone number, for the content it sends in your name, and for the notices your callers and correspondents must receive. Calls handled by the voice agent are recorded and transcribed; the agent identifies itself as an automated assistant. You will not use an agent to make unsolicited calls or send unsolicited messages, and you will comply with telephone, recording, anti-spam and marketing laws that apply to you.

AI usage is metered in actions as described on the Price List; agents consume actions per e-mail handled and per minute of calls. When your allowance is used, actions pause unless you buy a pack or switch on automatic top-up; agent usage over the allowance is billed on your next invoice.

10. Market signals and outreach

Market signals are scores we derive from public registry records, filed-flight activity and demand on the platform. They are indications, not facts about an owner's intentions. Where the platform drafts a letter to an owner, a person at your organization decides whether to send it and sends it; we do not contact owners on your behalf. You are responsible for your outreach and for the marketing and privacy laws that apply to it.

Every message is yours. Every e-mail, text or letter that leaves the platform for your contacts is sent by you, in your name — by a person at your organization, or by an automation you switched on and can switch off. You are the sender under anti-spam and telephone-marketing laws, including CAN-SPAM and the TCPA: you identify your organization and its postal address, label advertisements, use honest subject lines, honour opt-outs, and text only people who gave you their consent for it. The platform adds your address and an unsubscribe link to outreach e-mails, records every opt-out and STOP and stops further messages to that contact at once, and requires a recorded opt-in before any automated text.

11. Your data, our data, privacy and security

Your data stays yours. You grant us a licence to host, process and display it as needed to run the service for you, to record and invoice fees, and to keep the ledgers and statements the service produces. We do not sell your data. Our prediction engines learn from activity on the platform, including yours (except safety and occurrence data, below), to improve the service for all members; they never show your records, your clients or your prices to another member, and no output identifies you. Engines fitted to your organization learn only from your own records, for you.

Safety and occurrence data stays within your organization. Safety and hazard reports, flight risk assessments, NTSB notification aids, insurance notices of loss, load manifests, MEL and deferral entries and crew and duty records are visible only to users of your organization. We never show them to another member, and we never use them to train or improve any model, engine or tool used for other organizations unless an owner of your organization opts in in writing; that opt-in can be withdrawn at any time for the future. Without it, they are used only to run the service for you.

Connectors run on your own accounts and read only your own tails, legs, leads and messages. You confirm you have the right to connect each account and to share any third-party data you connect or upload, including your clients', leads' and candidates' details. A data processing addendum is available on request at [email protected].

You are responsible for your users, passwords, API keys and webhook secrets, and for everything done under them. You will enable two-factor sign-in for owners and tell us at once of any suspected unauthorised use.

Each party keeps the other's non-public information confidential and uses it only for this Agreement. Platform-wide, aggregated data that does not identify you or your clients is ours to use.

11A. Your clients

Your clients are yours. Client data means any information about your clients that you upload or connect, or that appears in your quotes, bookings, requests and jet cards on the platform, including names, contact details, client codes and trip history.

(a) Private codes. You may identify clients by your own code instead of a name. We do not need, and will not ask for, a client's name or contact details to provide client features.

(b) Encrypted. Client names, e-mail addresses, phone numbers and companies are encrypted at rest with keys held separately from the database.

(c) Only you see them. Client data is visible only to users of your organization. We do not show it, sell it, rent it or disclose it to any other member, and we do not use it to market to your clients.

(d) We never contact your clients. LuxAviate does not contact your clients. A message reaches a client only if a user of your organization sends it, or sets up an automation that sends it (for example a route watch, a lead auto-reply or a scheduled report). You can turn those off at any time.

(e) Optional. Uploading a client list is optional. Not uploading one does not limit your membership.

(f) Deletion. An owner can delete any client, or all client data, from Settings → Data at any time. On written request to [email protected] we delete your client data within 30 days, and from backups when they expire, except where the law requires us to keep it.

(g) Access by our staff. Our staff access client data only to provide support you ask for, to keep the service secure, or where the law requires it.

11B. Partners

Some services are delivered with partners — the M8T marketing service and the C2R assistant service — when you connect or switch them on (for example under Settings → Autopilot). A partner processes your data only on your instruction and only to deliver the service you chose. We bind each partner in writing to process your data only for that purpose, keep it confidential and secure, never use it, your clients’ data or your safety data for its own purposes or to train models for others, and follow the same consent, opt-out and anti-spam rules this Agreement sets for you and us. You can switch a partner off at any time.

12. Acceptable use

You will not: scrape, crawl or bulk-export the platform or another member's data; pool, resell or share your access, another member's data or the platform's data outside your organization; share credentials or let someone outside your organization use a seat; post listings, legs, quotes or requests that are false or that you are not authorised to make; use the platform to circumvent a fee or another member; interfere with the service or its security; or use it in breach of law.

13. Intellectual property and feedback

The platform, its software, engines, scores, designs, documentation and marks are ours or our licensors' and remain so. You get a limited, non-exclusive, non-transferable right to use the service for your business during the membership. Ideas and suggestions you give us may be used by us without obligation. Your name and logo may be shown as a member on the exchange and in the partner portal; you may ask us not to use them in marketing.

14. Cancellation, refunds, suspension and ending the Agreement

Cancellation and refunds follow the Refund and Cancellation Policy: a full refund if you cancel within 7 business days of your first charge; one month's fee to leave inside the term; no fee with notice in the last 30 days; prepaid years refunded in full within 30 days and for unused full months less one month after that; months already started are not refunded; fees on completed transactions are not refunded.

We may suspend or end your membership on notice for a material breach of this Agreement that is not cured within ten business days of our notice, immediately for fraud, a lost chargeback, scraping or pooling data, a lost or suspended operating certificate, non-payment past 30 days, or a legal requirement. On suspension your access is limited as described in the Terms of Service; on ending, your access stops and amounts owed remain due.

For 30 days after the membership ends you may export your ledger, listings and statements from the dashboard or ask us for them. After that we may delete your data except what we must keep for tax, accounting, dispute or legal reasons. Sections 4, 5 (for amounts owed), 7, 8, 11, 13 and 15 to 19 survive the end of the Agreement.

15. Disclaimers

The service is provided "as is" and "as available". Forecasts, scores, matches, pricing suggestions and AI output are estimates and may be wrong or incomplete. Public registry, flight and third-party data may be delayed or inaccurate. We do not promise any level of sales, leads, placements or savings, and we do not warrant uninterrupted or error-free operation. To the fullest extent the law allows, we disclaim all implied warranties, including merchantability, fitness for a particular purpose and non-infringement.

16. Limitation of liability

To the fullest extent the law allows, neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, data or goodwill, however caused. Our total liability for all claims arising out of or relating to this Agreement or the service is limited to the membership fees you paid us in the twelve months before the event giving rise to the claim. These limits do not apply to your payment obligations, to either party's indemnities, or to liability that cannot be limited by law.

17. Indemnification

You will defend and indemnify us, our affiliates and our people against third-party claims, losses and costs (including reasonable legal fees) arising out of your flights, aircraft, sales, hires, jet cards, quotes, listings, agents' communications, outreach, data you connected or uploaded, your breach of this Agreement or of law, or your dispute with a counterparty. We will defend and indemnify you against third-party claims that the platform, used as permitted, infringes a United States patent, copyright or trademark, except where the claim arises from your data, your connectors or a combination we did not supply.

18. Governing law and disputes

This Agreement is governed by the laws of the State of Florida, without regard to its conflict-of-laws rules. Each party will first try to resolve a dispute by written notice and a good-faith discussion between senior people within 30 days. Any dispute not resolved that way will be brought exclusively in the state or federal courts located in Florida, and each party consents to their jurisdiction. Each party waives trial by jury, and agrees to bring claims only in its own name and not as a plaintiff or class member in any class or representative action, to the extent the law allows. Nothing stops either party seeking an injunction to protect its intellectual property or confidential information.

19. Notices, changes and general terms

Notices to you go to the e-mail addresses of your organization's owners and, for billing, the dashboard; notices to us go to [email protected]. A notice is given when sent.

We may change this Agreement, the Terms of Service, the Price List, the Fee Schedule and the Refund and Cancellation Policy with at least 30 days' e-mailed notice. A change never shortens a refund window for a payment already made or raises the price inside a term you have started. Continued use after the notice period means you accept the change; if you do not, give notice of non-renewal.

You may not assign this Agreement without our written consent, except to a successor of your whole business that meets the eligibility conditions; we may assign it to an affiliate or a successor. If a term is unenforceable, the rest stands. Our failure to enforce a term is not a waiver. Neither party is liable for delay caused by events outside its reasonable control, except for payment obligations. This Agreement and the documents it incorporates are the entire agreement between us about the service and replace every earlier discussion and proposal. We are independent contractors.

20. How you accept, and the record we keep

You accept by ticking the box on the membership page after the plan, term, amount, next charge date, renewal rule and cancellation method have been shown to you. We record the Agreement version, the date and time, the user who accepted, the organization, and the network address and browser used, and we e-mail a copy of the acceptance and the summary to your organization's owners. That record is our evidence of your agreement, and yours.