JET-GUEST® TERMS AND CONDITIONS
By clicking "I Accept" below, you ("Charterer" or "Customer" or "You" or "Guest") are indicating that you accept and agree to the following agreement ("Agreement"), which shall govern in all respects your use of the Jet-Guest® service and constitute a legally binding contract between You and Jet-Guest, LLC ("Jet-Guest").
DEFINITIONS
The following definitions shall apply to this Agreement, any exhibit hereto, and any document created pursuant to this Agreement and between You and Jet-Guest.
A "Quote" is a Jet Operator's offer, in response to a Flight Request, to provide a Flight.
A "Charter Agreement" is an agreement between a You and a Jet Operator for the provision of a Flight according to an itinerary and other terms and conditions agreed to by both parties, including the Charter Price and Commission.
The "Charter Price" is the price agreed upon by you and the Jet Operator for the provision of jet charter services.
The "Commission" is the amount payable to Jet-Guest for its services as a broker. The Commission pertaining to a particular Flight is set forth in the applicable Charter Agreement.
The "Flight" is the itinerary agreed upon by You and the Jet Operator in a particular Charter Agreement. A Flight may consist of one leg or more than one leg.
A "Flight Request" is a Jet-Guest request for a particular flight or flights on behalf of a Customer. A Flight Request is sometimes called a "Quote Request" in the jet charter industry, as Jet Operators will provide "quotes" in response to a Flight Request or Quote Request.
A "Jet Operator" is a person or entity that actually supplies flight services. Jet-Guest is not a Jet Charter Operator.
A "Pro-forma Charter Agreement" contains the default terms between a Jet-Guest's customer and Jet Operator. Unless specifically requested to be altered by a Jet-Guest customer or objected to by a Jet Charter Operator, the Standard Flight Terms govern the flight. Jet-Guest's current Pro-forma Charter Agreement is set forth on Jet-Guest's Internet page at: www.jet-guest.com.
TERMS AND CONDITIONS
1. Overview of Services Provided by Jet-Guest.
Jet-Guest circulates your Flight Request or Quote Request to a collection of Jet Operators. Jet-Guest receives Quotes from the Jet Operators and presents them to You for consideration. If You decide to retain a particular Jet Operator for a particular Flight, Jet-Guest will assist You in forming a Charter Agreement between You and the Jet Operator for the Flight. For its services, Jet-Guest is paid a Commission, calculated at a fixed percentage of the Charter Price in the Charter Agreement.
Jet-Guest is not itself an operator of flight services, does not own any aircraft and does not employ any pilots, flight crews, Fixed Base Operator (FBO) staff or any other personnel engaged in the process of flying or otherwise transporting passengers. Instead, Jet-Guest is a jet charter broker that helps You book a flight with a Jet Operator. Jet-Guest works for the Customer, and any Charter Agreement eventually formed is between You and a Jet Operator. Notwithstanding the foregoing, You and the Jet Operator owe Jet-Guest obligations regarding the payment of Jet-Guest's Commission and other charges or expenses that are payable to Jet-Guest, as are set forth herein and, with respect to a particular Flight, in the Charter Agreement.
2. The Jet-Guest Process.
Flight Selection. Once You have agreed to this Agreement, You may create a Flight Request by completing the appropriate form on-line at www.jet-guest.com or by telephoning Jet-Guest at (970) 925 9898. Jet-Guest agrees to review the information in the Flight Request and at its sole discretion decide (or not) to circulate it to a community of Jet Operators. Jet-Guest will relay a summary of responses from the Jet Operators and the complete responses from any Jet Operator You request. You will decide which Jet Operator you wish to negotiate with and which Jet Operator you eventually retain; if any. You will decide if You wish to use Jet-Guest's Pro-forma Charter Agreement; which you agree to review, or to use the Jet Operator's terms and conditions and/or to any modification of either agreement. Jet-Guest will act as a conduit for the transmission of communications. When You indicate that the terms of a particular Charter Agreement (including, without limitation, itinerary, price, deposit and cancellation terms) are acceptable to You, Jet-Guest, will then, as your agent, engage on your behalf the Jet Operator you select.
Cancellation Provisions. Once a Charter Agreement is reached between You and a Jet Operator you will be bound by the Charter Agreement, including without limitation its terms regarding cancellation.
Jet-Guest's Earning of Commission / Payment of Commission. You agree that Jet-Guest earns its commission once You enter into a contract with a Jet Operator, whose Quote is brought to you by Jet-Guest, for an itinerary consisting of particular origins and destinations. The Commission is payable to Jet-Guest when the Jet Operator is paid. The Commission will be charged to the payment source You provide to Jet-Guest.
No Circumvention. You agree not to circumvent or otherwise frustrate Jet-Guest's right to a Commission; accordingly, Jet-Guest's right to a Commission will be payable if a flight for the particular origin/destination itinerary (or a materially similar itinerary) specified in your Flight Request is supplied by a Jet Operator identified by Jet-Guest and occurs within ninety (90) days of the date originally specified in your Flight Request.
3. Jet-Guest's Commission.
For the services provided to you, Jet-Guest charges a Commission specified at the time of the Flight Inquiry. Jet-Guest may pay a portion of its Commission to one of the following: (a) a person or entity that You designate on the Registration Form as the referrer of You to Jet-Guest; or (b) a charity that You designate on the Registration Form; or (c) a professional travel agent.
4. Indemnification and Limitations of Liability.
Jet-Guest makes no guarantee that any Jet Charter Operator will perform any of its obligations to You. Your sole remedy arising from the non-performance from a Jet Charter Operator is against said Jet Charter Operator.
Jet-Guest makes no guarantee that the terms of any Charter Agreement eventually reached between You and a Jet Charter Operator (including without limitation agreements based on the Pro-Forma Charter Agreement) will be sufficient for Your purposes.
The maximum limit of Jet-Guest's liability under this Agreement for whatever reason is the amount of the Commission relating to the flight from which Your claim is alleged to arise. Under no circumstances will Jet-Guest be liable for any indirect, special, exemplary or consequential damages; among other things, Jet-Guest will not be liable for the consequences of a flight not being provided, even if Jet-Guest is advised of such consequences. Your sole remedy under such circumstances is against the applicable Jet Charter Operator.
You acknowledge that Jet-Guest has effectively disclaimed all implied warranties, including those related to fitness for a particular purpose and merchantability. Jet-Guest does not warrant that a flight selected by You will be suitable for your purposes; Jet-Guest's only obligation regarding flight selection is to accurately transmit information between You and a Jet Charter Operator.
You agree to hold harmless Jet-Guest its officers, directors, employees, legal representatives and other agents, successors and assigns (the "indemnified parties") from and against any and all liabilities, losses, damages, penalties, costs and expenses on account of any claim, suit, action, demand, proceeding or anything of a similar nature made or brought against any of the indemnified parties as a result of the services performed under this Agreement or related in any way to any flight, contract or attempted contract between you and any Jet Charter Operator. This obligation of indemnity includes, but is not limited to, your obligation to pay for sums, and otherwise fulfill contractual obligations, that You have authorized Jet-Guest to enter into on your behalf.
The Standard Flight Terms constitute a packaged flight offer, set forth for your convenience; Jet-Guest makes no warranty that they will be sufficient for your purpose. You agree not to make a claim against the indemnified parties that they are insufficient for your purpose. You also agree not to make a claim against the indemnified parties that any insurance carried by a Jet Operator is insufficient for your purposes.
Jet-Guest shall not accept and hereby excludes any and all liability whatsoever for wounding bodily injury or delay of the Client or for loss, delay of or damage to their baggage or of loss, delay of or damage to cargo.
5. Term and Termination
This Agreement shall become effective upon Your first agreeing to its terms. This Agreement may be terminated without cause by either party upon written notice to the other. Termination of this Agreement shall not, however, terminate Your obligation to pay for earned and payable commissions, to fulfill Your indemnity obligations hereunder or to fulfill any obligation which, by its nature, survives termination.
6. General
(a) Assignment. You shall have no power to assign any right or obligation arising under this Agreement to any other person without the consent in writing of Jet-Guest, but Jet-Guest may procure the various performances of their obligations hereunder by some other person.
(b) Governing Law / Dispute Resolution. This agreement shall be construed according to the internal laws of the State of Delaware without giving effect to conflicts of laws principles. In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be finally settled by arbitration administered by the American Arbitration Association in accordance with the provisions of its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. In the event of a dispute, the prevailing party is entitled to recover reasonable attorneys' fees and court costs.
(c) Severability. If any provision of this Agreement is illegal or unenforceable, its invalidity shall not affect the other provisions of this Agreement that can be given effect without the invalid provision. If any provision of this Agreement does not comply with any law, ordinance or regulation, such provision, to the extent possible, shall be interpreted in such a manner so as to comply with such law, ordinance or regulation, or, if such interpretation is not possible, it shall be deemed to satisfy the minimum requirements thereof.
(d) Headings. The headings used in this Agreement are for convenience only and are not intended to change the meanings of the provisions hereof.
(e) Electronic Communications. Any document properly transmitted and received by the other party by computer access shall be considered a writing delivered in connection with this Agreement. Electronic documents shall be deemed received by a party when accessible by the recipient on the computer system.
(f) Waiver. The waiver by either party of any default or breach of this Agreement shall not constitute a waiver of any other or subsequent default or breach. The Parties' failure at any time to enforce any of the provisions of this Agreement or any right or remedy available hereunder or at law or equity, or to exercise any option herein provided will in no way be construed to be a waiver of such provisions, rights, remedies or options or any other term, condition or covenant of this Agreement, or in any way to affect the validity of this Agreement.
(g) Force Majeure. Neither party shall be in default or otherwise liable for any delay in, or failure of, its performance under this Agreement where such delay or failure arises by reason of any act of God, or any government or any governmental body, war, insurrection, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party.
(h) Survival. Any provisions which by their terms contemplate survival will survive termination of this Agreement.
(i) Entire Agreement / No Oral Amendment. This document defines the entire agreement between the Parties in connection with the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written between the Parties hereto with respect to the subject matter hereof. Each party acknowledges that it has not been induced to enter into this agreement by any representations or promises not specifically stated herein. This agreement may be amended only by a written agreement signed by authorized representatives of both Parties.
