Membership Agreement

This 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 XO Global LLC, a Delaware limited liability company (“XO”) effective as of the Start Date.  

Commercial Terms

MEMBERSHIP BENEFITS

A. FLIGHT SERVICES

XO agrees to arrange air charter transportation (“Flight Services”) as Member’s authorized agent and provide Member access to ancillary services (collectively with Flight Services, “Services”) subject to execution of the Charter Terms and Member’s continued good standing. For the avoidance of doubt, all Flight Services are subject to availability at XO’s sole discretion. As an air charter broker authorized under Part 295, XO acts as an agent of Member. All air transportation under this Agreement will be operated by one or more properly licensed Carriers (defined below). XO is registered with the State of Florida as a Seller of Travel. Registration No. ST42114.

B. OPERATIONAL CONTROL

Carrier shall have exclusive direction, control, and authority over initiating, conducting, and terminating flights (“Operational Control”). Member 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.

Member further agrees that when, in the sole discretion of a Carrier or the pilots of an aircraft, safety may be compromised in performing a Flight Service, then XO, the Carrier or the pilot(s) 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.

C. SCHEDULING

For each flight request submitted by Member to XO, XO shall provide a “Trip Quote” which shall include the itinerary and estimated costs for the requested Flight Service. The Trip Quote shall be deemed valid through the expiration time set forth on the Trip Quote, after which time it shall automatically expire, unless XO determines that the Trip Quote was sent in error, in which case XO shall have discretion to withdraw the Trip Quote. A Trip Quote shall not constitute a firm commitment by any Party, and XO shall not procure any Flight Services until and unless Member or their Designated Representative confirms acceptance of the Trip Quote in a manner designated by XO and Member’s Account Balance is sufficient to cover the amount listed on the Trip Quote. Upon Member’s acceptance of the Trip Quote and subject to Member’s continued good standing with the terms of this Agreement, the Flight Service shall be considered reserved and any deemed or actual cancellation shall be subject to the cancellation policy set forth on the Trip Quote. In the event of a conflict between the terms set forth on the Trip Quote and this Agreement, the Trip Quote shall control.

Except where Member elects a Firm Departure, XO may adjust a scheduled departure time in its sole discretion by (i) up to 180 minutes on peak days designated by XO and (ii) up to 60 minutes on any other day.

D. CHARTER TERMS AND PASSENGER REGULATIONS

Each Flight Service is subject to the Charter Terms, the Passenger Regulations and Rules of Conduct “Passenger Regulations”), and the Terms of Use, each of which are available at www.flyxo.com and are expressly incorporated herein in full by reference. XO reserves the right to modify the Passenger Regulations and Terms of Use from time to time during the Term without notice to Member. Any such modifications are hereby incorporated into the Charter Terms and made a part thereof and shall be binding on Member after they have been posted by XO at www.flyxo.com. In the event of a conflict between the terms of this Agreement and the Charter Terms, including provisions related to payment for Services and aircraft or carrier substitution, the terms of this Agreement shall control.

E. AIRCRAFT AND CARRIER ASSIGNMENT AND SUBSTITUTION

All Flight Services are arranged on-demand according to customer-directed itineraries. Flight Services shall be provided by the following operators affiliated with XO in XO’s discretion: Jet Select, LLC (dba Vista America), Western Air Charter Inc. (dba Vista America), Talon Air, LLC, VistaJet Limited, VistaJet GmbH (collectively, “Affiliated Carriers”) or other aircraft operators holding an air carrier certificate authorizing them to furnish air transportation services pursuant to Federal Aviation Regulations 14 C.F.R. Part 135, 121 or applicable foreign regulations (“Other Carriers”). Other Carriers and Affiliated Carriers are referred to collectively as “Carriers” and each of the aircraft under their respective operational control is referred to as an “Aircraft”.

Member consents to the substitution by XO of a Carrier or an Aircraft listed on a Trip Quote (“Substitution”) with an Affiliated Carrier or Affiliated Carrier Aircraft to fulfill a Flight Service (“Affiliate Substitution”) at no additional cost to Member. An Affiliate Substitution initiated by XO will be made without additional cost to Member and the pre-Substitution cancellation policy shall continue to apply. If XO initiates a Substitution with an Other Carrier, XO shall notify Member of the change and Member shall have the right to approve or reject the Substitution. If Member does not reject the Substitution by providing written notice to XO within 12 hours of receipt of the notice of Substitution, the Substitution shall be deemed accepted by Member. If Member rejects the Substitution, 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, Member will not be charged a cancellation penalty in the case of a Substitution rejection by Member, and XO shall not have any liability to Member for the cancelled flight.

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

F. FLIGHT COST AND ADDITIONAL COSTS

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 and an estimate of Additional Costs (defined below) incurred in support of the requested Flight Service based on the information provided to XO by Member. Consequently, the actual Additional Costs payable for a particular Flight Service may differ from the amount indicated on the Trip Quote. For the avoidance of doubt, Member authorizes XO to settle the Flight Cost and any Additional Costs by way of deduction from Member’s Account Balance at XO’s sole discretion.

Member shall pay the following fees, charges, and costs (“Additional Costs”) in support of a Flight Service: (a) Applicable Taxes and airport terminal charges; (b) additional services and offerings requested by Member (c) wi-fi usage or other telecommunications charges (d) a surcharge for FBOs (or similar airport facilities) other than those pre-selected by the Carrier or XO; (e) applicable landing, handling and high-density airport fees (f) de-icing and hangar fees; (g) a deep cleaning surcharge where required by Member’s use of the Aircraft (e.g., smoking, pets); (h) a surcharge for additional flight crew(s) (beyond the standard Captain, First Officer); or specific flight crew (e.g., vaccinated Cabin Crew) where accommodated; (i) costs of requested catering; (j) specially requested in-flight entertainment; (k) any cancellation fees; (l) any applicable Firm Departure Surcharge; (m) a service fee, which may be applied to each Additional Cost under this Section; and (n) the voluntary carbon offset.

“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.

G. PAYMENT.

All deposits due to be paid under this Agreement shall be made by wire transfer in full within five (5) business days of notice by XO. 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 XO. XO may draw from Member’s Account Balance 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 XO or an affiliate thereof, or a third party as determined by XO.

The full amount of the Trip Quote and any Additional Costs will be drawn from Member’s Account Balance at the time of booking; provided, however, that any Additional Costs not known at the time of booking shall be deducted when such amount is known. In the event of an actual or deemed cancellation, XO shall have the right to immediately deduct the applicable cancellation fee from the Account Balance.

If Member’s Account Balance is insufficient to settle Member’s liability to XO for any Flight Cost, Additional Expenses, Membership Fees, or cancellation fees, XO shall have the right to seek further payment from Member.

Member must notify XO 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 XO shall have no obligation to refund any amount in whole or in part.

XO is not obliged to arrange or perform any Services under this Agreement where (i) any sums remain outstanding for payment under this Agreement; or (ii) Member’s Account Balance is not sufficient to pay the total cost set forth on a Trip Quote for a reserved Flight Service.

All rates and monetary amounts set out in this Agreement may be adjusted by XO 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 Deposit in cleared funds, XO shall establish a profile in the Member’s name (the “Membership Account”). Member may make Additional Deposits throughout the Term; provided that any such Additional Deposits in increments other than USD 10,000 shall require the written consent of XO, which may be withheld in XO’s sole discretion.

The Membership Fee shall be deducted from Member’s Account Balance on each anniversary of the Start Date during the Term. The Membership Fee is (i) a subscription fee for continued eligibility for, and access to, the benefits available under this Agreement; (ii) not a payment for any Services purchased under this Agreement, (iii) not refundable or-transferable, even if Member fails to utilize the Services (iv) inclusive of all applicable taxes. The Membership Fee is not amortized over time and is not based on Member’s ability to purchase or use the Services and (v) accrued continuously until this Agreement is terminated pursuant to Section 6.

XO should issue to Member a monthly statement showing the details of all account activity.

Member understands and agrees that each representative designated by Member in writing (“Designated Representative”) is hereby authorized to reserve Services provided or arranged by XO to or on behalf of Member, and further authorizes such Designated Representative(s) to utilize the Membership Account to apply the Membership Account Balance towards such Services pursuant to the terms of this Agreement.

I. LOYALTY CREDIT.

Member shall receive a reward in the form of a loyalty credit equal to 2.0% of the quoted price for each completed Flight Service; provided, however, that where Member utilizes any payment method other than Member’s Account Balance (including, but not limited to, credit card or credit card with wire) to settle, in whole or in part, the amount due pursuant to a Trip Quote at the time of booking, Member shall not be eligible to earn Loyalty Credit on that Flight Service. Loyalty Credit is earned only on the cost of the air transportation reflected on the Trip Quote, excluding any charges for taxes, fees, and Additional Costs.

Member’s utilization of Loyalty Credits shall be subject to XO’s Credit Utilization Policy available at www.flyxo.com/legal/credit-utilization-policy, which Member shall review from time-to-time. 

MEMBERSHIP TERMS AND CONDITIONS

1. COVENANTS

1.1 Member shall use Aircraft for Member’s own pleasure or for business and shall not use the aircraft (a) to provide transportation of passengers (passengers being defined throughout this Agreement as “Guests”) or cargo for remuneration (unless approved in writing by XO); (b) in violation of Applicable Aviation Regulations 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 XO).

1.2 Member acknowledges that Member has no proprietary or exclusive rights in any Aircraft.

1.3 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.

1.4 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 XO, 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.

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

1.6 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 XO’s Privacy Policy available at https://docs.flyxo.com/legal/general/privacy-policies.html. Member authorizes XO to use Member’s personal data to check Member’s credit in connection with invoice collection efforts or perform criminal and other background searches of Member in evaluating whether to permit Member to utilize XO’s Services. By submitting personal data to XO 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 XO’s identity and all applicable privacy policies, including the sections of the XO Privacy Policy regarding types of personal data collected, how it is used, and with whom it is shared.

2. FORCE MAJEURE

XO 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. “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, positive diagnosis of a communicable disease such as but in no way limited to Covid-19, quarantine (whether declared by a national authority or by an international organization such as the United Nations), 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 beyond of the control of XO, whether or not of the kind specifically enumerated above. If any leg of a Flight Service is cancelled due to a Force Majeure Event, XO will refund to Member the Flight Cost for the cancelled flight leg only, less any charges, costs or liabilities. For the avoidance of doubt, Member shall remain responsible for the Flight Cost and any other amounts due in support of any leg of a Flight Service that has been performed and the remaining legs of a multi-leg Flight Service where one leg is cancelled due to a Force Majeure Event.

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 material breach continues for 30 calendar days after written notice is received from the non-defaulting party, unless, within such 30 days, the defaulting party commences a cure of such material breach and completes said cure within 60 calendar days of receipt of such written notice.

3.2 During Member’s Event of Default, XO shall have no obligation to issue a Trip Quote, arrange Services requested by Member, or cause any previously arranged Flight Services to be performed. For the avoidance of doubt, any such action or inaction shall be without prejudice to any other right available to XO 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 XO reserves the right to re-charge Member any and all fees, expenses and other costs incurred by XO in engaging

lawyers, collection agencies, or other parties to enforce its rights, including, but not limited to, the collection of overdue funds, including Trip Costs and Additional Costs.

4. AGENCY

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

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

4.3 Subject to the terms of this Agreement, XO shall arrange and pay for Services on behalf of Member under this Agreement from the Start Date for the duration of the Term.

5. LIABILITY

5.1 Member agrees and acknowledges that XO is only arranging Flight Services on Member´s behalf and XO shall have no liability to Member whatsoever, and XO hereby disclaims all liability, for the operation or performance of the Flight Services carried out by the 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 this Agreement.

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

5.3 Member shall reimburse XO 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 XO, to any aircraft arranged under this Agreement. Member authorizes XO to deduct any such costs from the Account Balance.

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

5.5 TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY OR ITS 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 XO 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, XO OR ITS AFFILIATES SHALL HAVE NO 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.

5.6 MEMBER AGREES TO ACCEPT THE PROCEEDS OF THE POLICIES MAINTAINED BY XO, ITS AFFILIATES, OR ANOTHER CARRIER, AS THE CASE MAY BE, AS MEMBER’S SOLE RECOURSE AGAINST XO 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 XO.

5.7 THE PARTIES HEREBY ACKNOWLEDGE AND AGREE THAT THE LIMITED RECOURSE AND LIABILITY CLAUSES IN THIS SECTION 5 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 CARRIER IS AN INTENDED THIRD-PARTY BENEFICIARY OF THIS SECTION 5.

6. TERM AND TERMINATION

6.1 The Term is set forth in the Commercial Terms. At any time during the Term, Member or XO may terminate this Agreement by provision of not less than forty-five (45) days’ written notice to the other party.

6.2 Termination pursuant to Section 6.1 shall be effective on the later of (a) 45 days from the date of XO’s receipt of a valid termination notice sent via email to xoterminations@vistaglobal.com or (b) the date of completion of a Flight Service arranged prior to the effective date of the termination notice that is not otherwise cancelled by Member.

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

6.4 XO may terminate this Agreement if (i) within five (5) days of written notice by XO, Member fails to remit an Additional Deposit as required under the terms of this Agreement or (ii) Member’s Account Balance is zero or less for thirty (30) consecutive days or more following written notice by XO.

6.5 All obligations that accrue or are owed to XO 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.

6.6 Members who are residents of Colorado, Connecticut, Florida, Massachusetts, or Virginia may have a right to cancel this Agreement without penalty. Please review the specific state rules and instructions here.

7. EFFECT OF TERMINATION

7.1 If this Agreement is terminated by either party pursuant to Section 6, then XO shall refund to Member the Account Balance not more than fifteen (15) business days from the later of (i) the effective date of termination or (ii) completion of the last Flight Service scheduled to be flown if after the effective date of termination. XO shall have the right to withhold from any such refund: (i) the Flight Cost and any Additional Costs incurred for a Flight Service provided to Member under this Agreement; and (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.

7.2 No portion of Account Balance may be withdrawn during the Term. The Account Balance is refundable exclusively upon termination of the Term pursuant to Section 6.

7.3 The Account Balance 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.

7.4 Member shall remain liable to pay to XO any other charges, costs or fees arising pursuant to the terms of this Agreement, and XO shall have the right to deduct same from any Account Balance held. Where XO does not have sufficient Account Balance to extinguish Member’s liability to XO, XO shall have the right to charge Member’s credit card on file for the full amount due and/or seek further payment from Member. Member agrees to pay all costs associated with the collection of such charges, costs or fees, including reasonable attorneys’ fees and expenses.

8. GOVERNING LAW; VENUE

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

8.2 ANY CLAIM OR DISPUTE BETWEEN MEMBER AND XO 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 XO. 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.

8.3 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 XO 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.

9. 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 XO or a Carrier from transacting with Member under applicable law; (ii) Member will promptly notify XO 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 XO 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) XO may be required by law to block, freeze, and/or remit funds, which it will do without liability to Member; (vi) neither XO 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 XO, 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 Designated Party (or any entity or individual covered above) covered in Section 9(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 XO’s other rights under this Agreement and at law, (a) XO 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 (e.g., 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 XO into disrepute or is prejudicial to XO’s interest), fails to comply with this Section, and/or either XO 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 XO, its officers, directors, shareholders, employees, agents, affiliates, and subcontractors from and against any and all related claims, suits, losses, costs, and liabilities.

10. NOTICES

All notices provided hereunder shall be in writing and in English. Notice to XO shall be via email to xolegal@vistaglobal.com. Notice to Member shall be by email to the email address provided by Member or by publication on XO’s website or mobile app. Notice will be deemed to have been received upon the day transmitted to a known email of Member or posted by XO to the XO 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 8 to be served in accordance with this Section 10, including, without limitation, service to Member’s address as may have been provided in writing to XO.

11. MISCELLANEOUS

11.1 This Agreement sets out the entire agreement between the parties. No special terms, representations, assurances, promises or warranties shall be binding on XO except as set out expressly herein. Member has carefully reviewed the terms of this Agreement and acknowledges that neither XO 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.

11.2 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.

11.3 XO 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 XO’s prior written consent.

11.4 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.

11.5 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.

11.6 XO 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. Additionally, XO 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 XO. 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 XO’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 XO, which may be withheld in XO’s sole discretion. If Member does not agree to the amended Agreement terms, Member may terminate the Agreement in accordance with Section 6 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.be bound by the amended Agreement terms.

11.7 Member acknowledges that XO 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, XO 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 XO's reasonable discretion disrupts XO's ability to deliver the Services.

11.8 XO may provide access to its software, including but not limited to the XO 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 and its authorized representatives are granted limited license to access and utilize the Software as stipulated under the terms and conditions of this Agreement and the Terms of Use (as amended from time to time).

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