1. DEFINITIONS

"Agreement" shall mean Jetlux Charter Agreement including the Itinerary and any appendices or attachments thereto;

"Aircraft" means any aircraft for the time being operated in connection with any Flight;

"Effective Date" means the effective date stated in the Agreement;

"Jetlux" means Jetlux, Inc., the charter broker

"The Operator" means the operator of the Aircraft;

"Charter Price" means the amount set out in the Agreement;

"Flight" means a flight described in the Itinerary;

"Itinerary" means the Itinerary to this Agreement; and

"STD" means the Itinerary departure time of any Flight.

2. CHARTER PRICE AND PAYMENT

2.1 The Charterer shall pay to Jetlux the Charter Price at the time, in the currency, in the amounts and to the address specified in accordance with the provisions set out therefor in the Agreement.

2.2 In the unlikely event of a substantial increase in fuel costs, between the Effective Date of the agreement and the date of Flight operations, the Charterer may be required to pay to Jetlux such amount as shall fully compensate Jetlux for such increase.

2.3 Time of payment of the Charter Price shall be of the essence.

2.4 No set-off or counterclaim (whether arising in respect of this Agreement or any other carriage) shall entitle the Charterer to withhold payment of any sums whatsoever payable to Jetlux under or by reason of this Agreement. In the event that the Charterer is required to withhold any part of any payment payable by it to Jetlux hereunder or to make any deduction therefrom, it shall pay such additional amount as may be necessary so that, after making such withholding or deduction, Jetlux shall receive from the Charterer the full amount of such payment.

2.5 Demurrage / Standing Charges may be levied in exceptional circumstances, at the equivalent hourly flying rate to the Charter Price for the Aircraft.

2.6 When deicing is required this will be charged back to the Charterer at cost after the flight is completed.

3. AIRCRAFT AND CREW

3.1 Jetlux shall procure the Operator to provide the Aircraft at the commencement of the Flight properly manned and equipped fueled and airworthy in accordance with the laws and regulations of the Federal Aviation Administration or other equivalent foreign agency, and the Aircraft shall be operated in accordance with all applicable laws and regulations during the period of the Flight(s). In the event that any Flight is delayed through no fault of Jetlux or the Operator, the Charterer shall pay to Jetlux demurrage at the rate set out in the Itinerary.

3.2 The times shown in the Itinerary are approximate and not guaranteed and the Operator is entitled to deviate from the Flight Itinerary and/or the duration of the Flight and/or to reduce the maximum payload. The captain of the Aircraft shall have complete operational control and discretion concerning preparation of the Aircraft for flight, whether or not a Flight shall be undertaken or abandoned once undertaken, any deviation from proposed route, where landing shall be made and all such other matters relating to the operation of the Aircraft and the Charterer shall accept all such decisions as final and binding.

3.3 All ground and operating personnel including cabin staff are authorized to take orders only from the Operator.

3.4 Jetlux may at its discretion and without prior notice substitute the Aircraft and/or the Operator and such substitute aircraft and substitute carrier shall, for the purposes of this Agreement, be the Aircraft and the Operator hereunder.

4. TRAVEL DOCUMENTS

Jetlux shall assure that the Operator shall supply or procure the supply of passenger tickets, baggage checks, air waybills and all other necessary documents relating to the carriage undertaken pursuant to this Agreement and the Charterer shall give to Jetlux all necessary information and assistance to complete such documents as soon as possible after the making of this Agreement and, in any event, in sufficient time to be completed for issue to passengers.

5. FLIGHT TIMES, LOADING AND EMBARKATION

5.1 The Charterer shall be solely responsible for ensuring that passengers and their baggage arrive at the specified check-in point at the departure airport in sufficient time to be carried on any Flight. In the event that any passenger of the Charterer fails to arrive in sufficient time to be carried on the Flight Jetlux shall be under no liability whatsoever to the Charterer nor to such passenger. Jetlux shall be under no obligation hereunder to make any alternative arrangements for any such passenger. If the Operator, in its absolute discretion, arranges for any such passenger to be carried on a later flight, the Charterer shall pay on demand to Jetlux such additional sum that Jetlux may specify for each such passenger to cover applicable passenger taxes and the administrative costs of the Operator and Jetlux thereby incurred.

5.2 In the event of any delay (other than any delay for technical reasons the responsibility for which shall lie with the Operator) deviation or diversion of any flight, the Charterer shall be solely responsible for any and all accommodation, refreshments, meals, transportation or any other additional costs, expenses, losses, damages or liabilities of whatsoever nature incurred in respect of the Charterer's passengers wherever and howsoever the same shall arise. All such costs, expenses, losses, damages or liabilities incurred by Jetlux shall be reimbursed by the Charterer to Jetlux on demand.

5.3 In the event that any passenger of the Charterer is refused entry at any destination airport, the Charterer shall indemnify and keep indemnified Jetlux, its officers, employees, agents and Jetluxs against any and all cost or expense whatsoever incurred by Jetlux in respect thereof (including but not limited to charges, fee, penalties, imposts or other expenses levied upon the Operator or Jetlux by any immigration authority) or of any arrangements made by the Operator and/or Jetlux to return such passengers to the country from which such passenger was originally carried.

5.4 In the event that:
Any agreement between the Operator and Jetlux in respect of the Aircraft is terminated for whatever reason;
or
The Aircraft is detained (whether lawfully or not) by any third party (including but not limited to detention by any aviation or airport authority, overflight authority or by way of lien or requisition for hire or otherwise); or
the Operator has an administrator, receiver, administrative receiver, trustee or other like person appointed over a part or all of its assets or business (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business) and as a result the Operator is unable to perform the Flights at the same cost to the Operator;
or
If the Operator becomes insolvent, enters into voluntary bankruptcy or is compulsorily wound up (or any event analogous thereto occurs in any jurisdiction in which the Operator conducts its business);
or
The Operator, for whatever reason, fails to hold or maintain a Part 135 Certificate, then Jetlux shall use its reasonable endeavors to find an alternative carrier to operate such flights as may be affected by the occurrence of any of the above events ("the Affected Flights"), at the same cost to the Charterer.

6. OBLIGATIONS OF THE CHARTERER

6.1 The Charterer shall comply in all respects with the conditions of all permits, licenses and authorities granted for the Flights and will procure such compliance on the part of all its passengers.

6.2 The Charterer shall hold harmless and indemnify Jetlux against all claims, demands, liabilities, actions, proceedings and costs of any kind whatsoever arising from any default on the part of the Charterer or any passenger of the Charterer in complying with any of the provisions of this Agreement.

6.3 The Charterer shall be responsible for the issue and delivery of all necessary passenger tickets, baggage checks and other necessary documents to all passengers.

6.4 The Charterer shall comply and shall procure that all its passengers shall comply with all applicable customs, police, public health, immigration and other lawful regulation of any state to/from or over which the Aircraft is or may be flown.

7. EXCLUSION OF LIABILITY/INDEMNITY

7.1 Jetlux shall be under no liability to the Charterer or to any passenger of the Charterer in respect of any variation to or cancellation of any Flight or the non-availability of any seats which results from the acts or omissions of the Operator, or for any failure by the Operator to perform any Flight and the Charterer hereby acknowledges to Jetlux that in any such event the Charterer shall only have recourse against the Operator. Charterer further recognizes that Jetlux is a charter broker and not a FAR Part 135 operator, and thus does not have operational control over any charter flight, as same is defined in the Federal Aviation Regulations.

7.2 Jetlux shall be under no liability to the Charterer for any failure by it or by the Operator to perform their respective obligations under this Agreement arising from force majeure, labor disputes, strikes or lock-outs or any other cause beyond the control of Jetlux or the Operator including accidents to or failure of the Aircraft, its engines, or any other part thereof or any machinery or apparatus used in connection therewith.

7.3 The Charterer shall indemnify Jetlux against any claim by any passenger of the Charterer arising out of any such variation, cancellation, non-availability or failure to perform provided always that if Jetlux shall receive any refund from the Operator in respect of any such varied cancelled or unperformed Flights or unavailable seats which have already been paid for by the Charterer, Jetlux shall (subject to the provisions of Clause 10 hereof and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.

7.4 The Charterer shall indemnify Jetlux against any loss, damage, liabilities, costs or expenses of whatsoever nature caused to be suffered or incurred by Jetlux and its officers, employees Jetluxs or subcontractors arising out of any act or omission of the Charterer or its officers, employees or Jetluxs whether arising in contract or tort (including negligence) or otherwise.

8. TERMINATION

of any of the events specified below:-

8.1 The Charterer defaults in the payment of any amount payable hereunder by the close of business on the due date; or

8.2 the Charterer is in breach of any of its other obligations hereunder which if capable of remedy has not been remedied within 7 days of receipt of written notice from Jetlux requiring remedy of such breach; or

8.3 The Charterer admits in writing its inability to pay or becomes unable to pay its debts; or

8.4 In the opinion of Jetlux a material adverse change occurs in the business, assets, condition, operations or prospects of the Charterer; or

8.5 CANCELLATION - If the Charterer wishes to cancel any flight or flights, the following cancellation charges shall be paid forthwith by the Charterer to Jetlux as agreed compensation:
25% of the Charter Price is cancelled more than 14 days prior to departure.
50% of the Charter Price if cancelled 14-8 days prior to departure.
100% of the Charter Price if cancelled less than 7-0 days prior to departure.

9. EFFECT OF DEFAULT

9.1 If this Agreement is terminated under Clause 8, then the Charterer shall (without prejudice to any other rights and remedies which Jetlux may have) pay forthwith to Jetlux all amounts then due and unpaid to Jetlux hereunder, together with interest thereon (if any) at the rate specified in the Itinerary and the Charterer shall indemnify and keep Jetlux indemnified against all loss, damage, costs, expense, claim or liability incurred or sustained by Jetlux as a result of such termination and Jetlux shall be entitled to retain any initial deposit paid by the Charterer pursuant to any provisions therefor set out in the Itinerary.

9.2 The Charterer shall indemnify the Operator and Jetlux against any claims by any passenger of the Charterer arising out of the termination of the Agreement.

10. SET-OFF AND APPLICATION OF MONEYS

Jetlux may at any time without notice to the Charterer at its discretion set-off any amounts paid by the Charterer to Jetlux hereunder against any amounts then due to Jetlux under this Agreement or against any amount due at such time from the Charterer to Jetlux.

11. GENERAL

11.1 Any notice required to be given under this Agreement shall be in writing and shall be deemed duly received when sent by electronic mail to Jetlux via the following address michelle.gamble@jetlux.com, and sent by electronic mail to Charterer via the address set forth in the Agreement. Failure to provide a valid email address shall constitute the Charterer’s waiver of notice. Any such notice shall be deemed to be served at the time when the same is sent.

11.2 This Agreement sets out the entire agreement and understanding between the parties or any of them in connection with the charter of the aircraft as described herein.

11.3 No party has relied on any warranty or representation of any other party except as expressly stated or referred to in this Agreement.

11.4 No claims shall be made against Jetlux in respect of any representation warranty indemnity or otherwise arising out of or in connection with the charter of the aircraft except where such representation, warranty or indemnity is expressly contained or incorporated in this Agreement.

11.5 No variation of this Agreement shall be effective unless made in writing and signed by both parties.

11.6 The Charter Price, payment terms and other commercial terms contained in this Agreement are confidential to the parties and may not be disclosed to third parties without prior approval.

11.7 No failure by Jetlux to exercise and no delay by Jetlux in exercising any right, power of privilege hereunder shall operate as a waiver thereof nor shall any single or partial exercise of any right, power or privilege preclude any other or further exercise thereof or the exercise of any other right, power or privilege. The rights and remedies herein provided are cumulative and are not exclusive of any rights or remedies provided by law.

11.8 The Charterer shall not be entitled to assign the benefit of this Agreement without written consent from Jetlux.

11.9 Jetlux shall not in any event be liable for any consequential or special damage or loss including loss of profit or anticipated profit arising from the performance or non-performance of any Flight or any of its obligations hereunder.

12. INDEMNITIES TO SURVIVE TERMINATION

All indemnities contained within this Agreement shall survive the termination of this Agreement, howsoever occurring.

13. CHOICE OF LAW, SUBMISSION TO JURISDICTION

This Agreement shall be governed by and interpreted in accordance with the laws of the State of Florida. Both Jetlux and Charterer agree that the 17th Judicial Circuit in and for Broward County, Florida shall be the exclusive jurisdiction for all disputes pertaining to the Agreement. The prevailing party in any dispute shall be entitled to attorneys’ fees and costs through appeals.

14. EMPTY LEGS

The operation of any Empty Leg sector is dependent and conditional upon either:

The aircraft flying from its outbound airport to its destination airport for the purposes of flying a return or other charter therefrom; or

The aircraft flying an inbound charter and then returning from the airport to its home base or elsewhere.

In the event that, in the case of 1. Above, the return or other charter is cancelled for whatever reason or, in the case of 2. Above, the inbound charter is cancelled for whatever reason then, the Empty Leg sector cannot be performed and Jetlux shall have no obligation to the Charterer in respect thereof save for the return of the Charter Price.

15. REFUND POLICY

If a client wishes to cancel any flight or flights, cancellation charges will apply, ranging from 25% to 100% of the cost of the flight. Please refer to the specific contract for exact cancellations and refund terms for each individual booking.

In the event that Jetlux is unable to perform the flight, Jetlux shall (subject to the provisions of Clause 10 of our terms and conditions and provided that the Charterer has duly fulfilled its obligations) refund to the Charterer such part of the Charter Price previously paid by the Charterer as relates to the Affected Flight(s).

In the event that Jetlux is able to arrange an alternative carrier to operate the Affected Flight(s), but only at an additional cost, Jetlux shall notify the Charterer forthwith and the Charterer shall have the option to charter the Aircraft operated by the alternative carrier provided that, if it so elects, it shall pay to Jetlux such additional costs upon demand. If the Charterer does not so elect, Jetlux shall, (subject to the provisions of Clause 10 of our terms and conditions, and provided that the Charterer has duly fulfilled its obligations), refund to the Charterer such part of the Charter Price previously paid by the Charterer as it relates to the Affected Flights and Jetlux shall thereupon be under no further obligation to the Charterer in relation to the Affected Flights.

The Charterer shall indemnify Jetlux against any claim by any passenger of the Charterer arising out of any such variation, cancellation, non-availability or failure to perform provided always that if Jetlux shall receive any refund from the Operator in respect of any such varied cancelled or unperformed Flights or unavailable seats which have already been paid for by the Charterer, Jetlux shall (subject to the provisions of Clause 10 of our terms and conditions, and provided always that the Charterer shall have duly fulfilled its obligations under this Agreement), repay such refund to the Charterer.