1) ENGAGEMENT:

You hereby engage Stratus 9, LLC, a Wyoming Limited Liability Company (“S9”), to act as your broker to arrange to provide to each participant (“Client”, “Passenger”, or “you”) participation in charter services, including but not limited to charter flights, demonstration flights, and/or other flight operations ("Charter Flight(s)” or “Services”). These Terms & Conditions are annexed on behalf of the Client, from third-party certified air carriers operating under Part 135 of the Federal Aviation Administration (“FAA”) Regulations (Section 14, Code of Federal Regulations). The US Department of Transportation requires Client to accept and sign the terms of the Agreement at the time of payment or consideration. The consideration of your trip, dates of the outbound and return flights, origin, and destination cities, and other conditions are as specified in the applicable itinerary and/or your accepted reservation and are incorporated herein by reference. Unless otherwise specified, the price or consideration includes only air transportation.

S9 requires all passengers to strictly adhere to the following rules of conduct in order to ensure a safe, friendly and respectful experience on flights arranged by S9 and at events organized or sponsored by S9. These rules are not intended to restrict the rights of anyone, but rather to ensure that all passengers, as well as S9 and aircraft operator personnel, can expect to be safe and treated with dignity and respect at all times. If a Client or Passenger engages in conduct that S9 considers improper, offensive, or likely to risk endangering the safety of other passengers or S9 or aircraft operator personnel, then Passenger may be reprimanded and/or denied transportation or Services. All determinations will be made at the sole discretion of the air charter supplier (or “Operator”) and/or S9’s management.

2) RESERVATIONS & CANCELLATIONS:

1. All requests for services are subject to acceptance by S9. S9 hereby expressly reserves the right to accept or reject any reservation requests for any reason, or for no reason, whatsoever. Your Charter Itinerary will be delivered by fax from S9 providing a confirmation number and the estimated price quote, and specifying the date(s) and departure time of travel, flight segments arranged on your behalf, aircraft type, and other requests specified by you when booking your flight. You will be requested to sign and return a copy of the Charter Itinerary signifying confirmation of its contents and consent to these Standard Terms &Conditions.

2. Client understands and acknowledges that the cancellation of any Reservation or portion thereof within two (2) calendar days of the scheduled departure date of the scheduled domestic trip and within three (3) calendar days of the scheduled departure date of the scheduled international trip, will result in a cancellation charge of up to 100% of the quoted price for the trip. Confirmed departures within seven (7) days of Peak Travel Days, as defined in Paragraph 2(d), below, are non-refundable, and the cancellation of any confirmed reservation within seven (7) days of departure either prior to or after the Peak Travel Days will result in a cancellation charge of up to 100% of the quoted price for the trip. Client acknowledges that any change in date, time, itinerary, number of passengers or type of aircraft may be deemed a cancellation and be subject to a cancellation charge. Client acknowledges that a “no show” will be considered a cancellation and the client will be charged 100% of the cost of the trip. Other types of cancellation charges may include, but are not limited to: costs incurred as a result of partial completion of itinerary, including but not limited to return of aircraft to its base, plus the greater of: (i) costs incurred for specifically positioning and repositioning an aircraft and flight crew in preparation for the canceled trip, (ii) flight charges equivalent to two hours of operation for each day of the canceled itinerary, or (iii) any fees incurred by S9 as a result of the client’s cancellation. S9 reserves the right to change the terms of its cancellation policy at any time. Any cancellation of any confirmed Charter Itinerary or portion thereof may be subject to the terms and conditions of the specific air carrier selected. S9 assumes no responsibility for the disposition or cancellation of any reservation, either by Client or air carrier. ALL ONE-WAY CHARTER RESERVATIONS ARE NON-CANCELABLE AND NON-REFUNDABLE AND ARE SUBJECT TO A 100% CANCELLATION FEE AT TIME OF BOOKING.

3. Client will not be charged for flights canceled more than two (2) calendar days prior to the departure of a domestic trip and more than three (3) calendar days prior to the departure of an international trip, except for those expenses or cancellation fees specifically incurred by S9 in preparation for such flights, or except for those instances when an advance deposit is required and Client has been informed of the cancellation fee.

4. Peak Travel Days include the following: New Year’s Day, President’s Day, Easter Sunday, Passover, Memorial Day, Fourth of July, Labor Day, Thanksgiving, Christmas, Super Bowl. The term “Peak Travel Days” includes the day noted, as well as the four days prior and two days after.

3) PRICE QUOTES:

The cost estimate provided to Client for each specific Charter Itinerary is subject to the following:

1. Domestic and international flights may be subject to the federal excise tax and federal departure tax, respectively. S9 will add the applicable tax, using the current rate, to each charter invoice, and Client will pay such amounts.

2. Client understands that the cost estimate provided by S9 will include estimates for certain cost items. Client will pay the actual amount of applicable taxes, flight fees, fuel surcharges, over-flight permits, landing charges, catering costs, ground transportation, flight phone, wifi, customs fees, crew trip expenses, deicing and similar out-of-pocket expenses relating to the services provided should these amounts differ from the original cost estimate.

3. If a deviation from the original itinerary is requested by Client and agreed to by S9, or if any such deviation is caused or necessitated by Client’s actions, then the amount owed by Client to S9 may differ from the original cost estimate. Client hereby agrees to pay any and all charges associated with such deviations from the original cost estimate and/or Charter Itinerary.

4) PAYMENT TERMS:

You agree to pay all costs, fees and expenses as set forth on the cost estimate and/or Charter Itinerary, as well as all additional costs and expenses associated with your flight (including, but not limited to, taxes, surcharges and fees set forth in Paragraph 3, above, and damages as set forth in Paragraph 8(g), below). S9 may require either payment in advance or an acceptable credit card guarantee. By providing your credit card information, you authorize Blue Star to obtain payment from the issuer of the credit card you presented. If you do not make payment by another means, you agree to perform the obligations set forth in your agreement with your credit card issuer. However, your credit card will only be charged if S9 fails to receive payment from you within three (3) days after the completion of your flight. Client will pay S9 (a) the rate of the lower of (i) one percent per month, or (ii) the highest percentage permitted by law on any charges outstanding more than 30 days after receipt of invoice, plus (b) the reasonable costs (including attorneys’ fees) for the collection of any past due fees, expenses and charges there under.

5) ACKNOWLEDGMENT OF OPERATIONS:

1. Client acknowledges that S9 is acting solely as a broker and is not an air carrier. Client acknowledges that S9 does not operate the flights or provide the other services that Client authorizes S9 to book on Client’s behalf. Client further acknowledges that the air charter suppliers, or Operators, have sole responsibility, liability, and control of all aspects of the aircraft charter services provided to Client, including without limitation, aircraft availability and pricing, the commencement and termination of scheduled flights, the operation, regulation, condition and safety of the flights, passengers, baggage and cargo and other people and events associated with Client’s air travel, such as crew performance and catering services.

2. It is the sole responsibility of Operator to maintain aviation liability insurance coverage or any other insurance coverage as may be industry standard or as required by law. Passenger understands and agrees that S9 is not liable for any claims arising out of or in connection with the services of Operator, any of its partners and affiliates, or any third-party provider of goods or services.

6) SAFETY OF OPERATION:

Without limitation, you acknowledge and agree that the air charter suppliers and/or their pilots, crew members, employees, and/or agents will be solely responsible for all decisions regarding safety determinations with respect to the commencement, operation, and termination of flights. Client further acknowledges that S9 bears no responsibility for decisions regarding such safety determinations, and Client agrees to hold S9 harmless from any and all consequences resulting from decisions regarding such safety determinations.

7) FORCE MAJEURE:

S9 will not be deemed to be in breach of its obligations hereunder or have any liability or responsibility for any delay, cancellation or damage arising in whole or in part from any weather conditions, act of God, act of nature, acts of civil or military authority, civil commotion, war or warlike operations or imminence thereof, strike or labor dispute, blockade, embargo, government regulation, law, rule or authority, acts or omissions of government authorities including all civil aviation authorities, requisition of aircraft by public authorities, breakdown or accident to the aircraft, mechanical failure, lack of essential supplies or parts or if the safety of passengers and/or property is deemed by the aircraft commander or the carrier’s operational supervisors to be in jeopardy, or for any cause beyond the direct control of S9.

8) DAMAGES:

1. Neither the air charter suppliers nor S9 shall have liability or responsibility for delay, cancellation or failure to furnish any service to be provided to you when caused by mechanical difficulty, weather conditions, acts of God, acts of nature, acts of civil or military authority, civil commotion, war or warlike operations or imminence thereof, strikes or labor disputes, blockade, embargo, government regulation, law, rule or authority, acts or omissions of government authorities including all civil aviation authorities, requisition of aircraft by public authorities, breakdown or accident to the aircraft, mechanical failure, lack of essential supplies or parts, or if the safety of passengers and/or property is deemed by the aircraft commander or the carrier’s operational supervisors to be in jeopardy, or for any causes beyond their reasonable respective control;

2. You assume all liability and responsibility for your safety, schedule, baggage, cargo, business and personal activities, and financial ramifications associated with your air reservations and travel arranged by S9 and performed by the air charter suppliers;

3. You, your agents, guests or passengers, or any employees, if applicable, shall not engage in any act or possess any substance or allow cargo to contain any substance that may result in the seizure or forfeiture, or unsafe operation of the aircraft used in the charter contracted for you by S9;

4. S9 makes no representations or warranties of any kind, either express or implied, as to any matter limited to, implied warranties of fitness for a particular purpose, merchantability, or otherwise.

5. If the Client’s journey involves an ultimate destination or stop in a country other than the country of departure, the Warsaw Convention may be applicable and the Convention governs and in most cases limits the liability of the Carrier for death or personal injury and for loss of or damage to baggage.

6. You shall indemnify and hold harmless S9, together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (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 hereunder on your behalf.

7. IN NO EVENT WILL S9 BE LIABLE FOR ANY TYPE OF INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER ARISING IN CONTRACT OR IN TORT. CLIENT WILL INDEMNIFY AND HOLD S9 HARMLESS AGAINST ANY LOSS, DAMAGE, OR EXPENSE INCURRED BY S9 BY REASON OF ANY ACTION OR OMISSION OF CLIENT, ITS EMPLOYEES, AGENTS, PASSENGERS, AND GUESTS. FURTHERMORE, CLIENTAGREES TO PAY FOR ANY DAMAGE TO THE CHARTER AIRCRAFT CAUSED BY CLIENT, OR ANY EMPLOYEE, AGENT, PASSENGER, OR GUEST OF CLIENT, NORMAL WEAR AND TEAR EXCLUDED.

9) REGULATIONS:

This Agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not limited to, those promulgated by the FAA which now or hereafter may be imposed or required.

10) TERMINATION:

In the event of the termination of this Agreement due to default by Client, S9 may cease to provide all remaining services under this Agreement and shall have all right to bring an action or claim against Client for all sums which may be due and owing hereunder and to pursue all other remedies available to it at law or in equity (including, without limitation, attorneys fees, costs, and expenses). S9 reserves the right, in its sole discretion, to suspend Charter Services hereunder during any period provided for curing the default by Client. Notwithstanding the foregoing, Client shall remain liable and responsible for all payment obligations under this Agreement.

11) EXCLUSIONS OR OMISSIONS:

S9 will be indemnified and held harmless by Client for any misrepresentations presented by the carriers, on Star Jet’s website or otherwise. Any exclusions or omissions either express or implied are not the responsibility of StarJets.

12) REGULATIONS:

This Agreement is subject to all applicable rules, regulations, approvals and certifications in effect from time to time including, but not limited to, those promulgated by the FAA, which now or hereafter may be imposed or required.

13) CHOICE OF LAW:

This Agreement shall be construed, interpreted, and enforced in accordance with, and shall be governed by, the laws of the State of California, both procedural and substantive, without regard to the principles of conflicts of laws.

14) UNENFORCEABILITY OF PROVISIONS:

The illegality or non-validity of any paragraph, clause, or provision contained or referred to in this Agreement shall not affect or invalidate any other paragraph or provision hereof. If any provision of this Agreement, or any portion thereof, is held to be invalid and unenforceable, then the remainder of this Agreement shall nevertheless remain in full force and effect.

15) ENTIRE AGREEMENT:

This Agreement constitutes the entire agreement and understanding of the Parties and no amendment, modification or waiver of any provision herein shall be effective unless in writing and executed by S9 and Client. Any and all prior agreements, understandings and representations are hereby terminated and canceled in their entirety and are of no further force and effect. Any terms and conditions contained within the Charter Itinerary are incorporated by reference herein. The Parties acknowledge that no other party, or any agent or attorney of any other party, has made any promise, representation or warranty whatsoever, express or implied, not contained herein concerning the subject matter hereof, to induce them to execute this Agreement, and acknowledge that they have not executed this instrument in reliance on any such promise, representation or warranty not contained herein, and further acknowledge that there are no other agreements or understandings between the Parties relating to this Agreement that are not contained herein.

16) ATTORNEY’S FEES:

The Client understands and agrees that any breach of this Agreement or any action, cause, claim, damage, demand, or liability arising from such breach could make him or her liable in a complaint, cross-complaint, or counterclaim for all resulting damages, including attorneys’ fees and legal expenses.

17) COUNTERPARTS:

This Agreement may be executed in one or more counterparts, each of which shall be deemed to be duplicate originals, and one and the same Agreement. Facsimile signatures shall be considered original, legal, and binding signatures.

18) WAIVER:

Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver.

19) INDEMNIFICATION:

Client agrees to indemnify, hold harmless, and defend S9, together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and Client agrees to indemnify, hold harmless, and defend S9, together with, but not limited to, its affiliates, subsidiaries, parent corporations, successors or assigns, and any present or former officers, directors, shareholders, employees, agents, legal representatives or attorneys (the “indemnified parties”) from and against any and all actions, causes, claims, damages, losses, penalties, demands, obligations or liabilities, expenses or disbursements (including, without limitation, reasonable costs and attorney’s fees), asserted by any third party, arising out of or relating to this Agreement.

20) LIMITATION OF LIABILITY:

Passenger understands and agrees that S9 is not liable for any injury, damage, loss, expense, special or consequential damages, or any other irregularity caused by the defect of any Aircraft or conveyance, or the negligence of any air charter supplier, Operator, or other company or person engaged providing or carrying out the arrangements for Client’s charter flight or by accident, delay, night schedule, change, cancellation, sickness, weather, strikes, war, quarantine or any similar cause. In any case, S9’s liability shall be limited to any amount paid by Client to S9. PASSENGER AGREES TO ACCEPT THE PROCEEDS OF THE INSURANCE MAINTAINED BY OPERATOR OR AIR CHARTER SUPPLIER AS THEIR SOLE RECOURSE FOR ANY LOSS OR DAMAGE (INCLUDING, WITHOUT LIMITATION, INJURY, DEATH OR PROPERTY DAMAGE) TO ANY CLIENT; PROVIDED HOWEVER, THAT THE FOREGOING LIMITATION SHALL NOT APPLY IN THE EVENT OF OPERATOR’S PROVEN GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. IN ALL CASES AND UNDER ALL CIRCUMSTANCES, NEITHER OPERATOR NOR S9 SHALL, IN ANY EVENT, BE LIABLE TO CLIENT OR PASSENGER(S) FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES, PERSONAL INJURY OR PROPERTY DAMAGE AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING, WITHOUT LIMITATION, ANY DELAY OR FAILURE TO FURNISH ANY AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF AIR CHARTER SUPPLIER OR OPERATOR (REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT OR TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES. S9 SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (i) PASSENGER’S USE OF OR RELIANCE ON THE SERVICES OR PASSENGER’S INABILITY TO ACCESS OR USE THE SERVICES; OR (ii) ANY TRANSACTION OR RELATIONSHIP BETWEEN PASSENGER AND ANY THIRD PARTY PROVIDER, EVEN IF PASSENGER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE GOODS OR LOGISTICS SERVICES WITH THIRD-PARTY PROVIDERS, BUT YOU AGREE THAT S9 HAS NO RESPONSIBILITY OR LIABILITY TO CLIENT OR PASSENGER RELATED TO ANY GOODS OR LOGISTICS SERVICES PROVIDED TO PASSENGER BY THIRD-PARTY PROVIDERS OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT.

The limitations and disclaimers in this section do not purpose to limit any liability or alter any rights of Client that cannot be excluded under applicable law. The rights and remedies made available under this Agreement are in addition to any of the rights and remedies available under California law. The acceptance by Client of a refund, or alternative travel arrangements, as provided in this Agreement shall constitute a full and final settlement and release of all other claims or remedies against S9 and/or affiliates. By executing this Agreement, Client specifically acknowledges and consents to all conditions set forth herein. This Agreement contains the entire agreement between the parties and completely supersedes any prior agreements or representations of S9, verbal or in writing. This Agreement can be amended only in writing in a document signed by both parties. Any oral representation or modifications shall have no force or effect. California law shall govern this Agreement. Any claim against S9 must be presented in writing within sixty (60) days of the date of booking a flight or initiating any transaction including non-revenue or demonstration flights, and S9 shall have no obligations or liabilities for any claims presented after such sixty (60) day period.