Last Updated: 11/01/2016 10:37 AM

1. Agreement.

Thank you for using the Stellar™ app to book your charter flight. Upon your acceptance of these terms and conditions (the "Agreement"), this Agreement will be a binding contract between you as the customer and Stellar Labs, Inc. ("Stellar") and the Air Carrier. The quote provided to you is a part of this Agreement. Please note that the rates quoted for the above itinerary were a firm quote at the time they were generated. Stellar must first confirm availability and pricing before this Agreement goes into effect. In the event of changes in availability or pricing, a new quote will be generated for you and a new agreement entered into. Please note that Stellar is acting as an agent of the Air Carrier. You may access this Agreement on the Stellar website at https://www.stellar.aero/terms-and-conditions.

2. Changes; Cancellation.

Stellar will try to accommodate any changes you may request. However, you should be aware that these changes may result in the imposition of additional fees, depending on the timing and the extent of the changes. In the event that you decide to cancel your trip, you may be subject to cancellation fees. Fees are dependent on the type of trip and travel period, and are based on the time of departure (the "Departure Time") of the first segment of the trip. The following cancellation fees apply for flights booked through Stellar:

a. One Way Trips are subject to a cancellation fee equal to 100% of the charge for the cancelled itinerary if cancelled at any time after booking unless a prior written arrangement with Stellar has been made. One Way Trips are defined as a trip that does not return to the original departure airport.

b. Round Trips are subject to a cancellation fee equal to 50% of the charge for the cancelled itinerary if cancelled within 72 hours of the Departure Time and 100% of the charge for the cancelled itinerary if cancelled within 48 hours of the Departure Time. Round Trips are defined as a trip that originates and terminates at the same departure airport and has a minimum of two hours of flight time per calendar day of the trip. If such minimum number of hours of flight time per day of the trip is not met, then the cancellation fee is equal to 100% of the charge for the cancelled itinerary.

c. Multi-Leg Trips are characterized either as One Way or Round Trip depending on the location of the final destination. If the original departure airport and final destination airport are identical, the trip is a Round Trip: otherwise it is a One Way Trip. In either case, the cancellation policies and charges set forth above will apply.

d. International Trips including Hawaii and Alaska are subject to a 100% cancellation fee equal to the charge for the cancelled itinerary if cancelled within 72 hours of the Departure Time, regardless of whether it is a Round Trip.

e. Peak Travel Period Trips are subject to a cancellation fee equal to 100% of the charge for the cancelled itinerary if cancelled at any time after booking unless a prior written arrangement with Stellar has been made, regardless of whether it is a Round Trip. Peak Travel Period Trips are defined as trips where the day of either departure or arrival falls within a Peak Travel Period. Peak Travel Periods are as designated by Stellar or Air Carrier from time to time, and encompass the following dates and time periods:

February 15 - 21, 2017
June 30th - July 7th, 2017
September 1 - 6, 2017
November 17 - 27, 2017
December 15, 2017 - January 7, 2018

3. Payment.

You must pay for your flights by the applicable cancellation dates. 100% of the charge for the itinerary is due (a) at the time of booking for One-Way Trips or Peak Travel Period Trips and (b) 72 hours before the Departure Time for domestic Round Trips and International Trips that are not covered under (a). Stellar accepts payment either via wire transfer, ACH transfer, credit card or check.

4. Availability of Charter.

Stellar will direct the air carrier to make any aircraft chartered pursuant to this Agreement available for loading by you at a reasonable time prior to departure. In the event on-loading and/or off-loading are not completed as of the scheduled time of departure, and the delay is caused by you, you agree to pay reasonable additional charges per hour or per day thereafter, through and including the time of completion of the charter flight or series of flights. If you fail to arrive within sixty (60) minutes of departure time, the flight will be subject to cancellation and the Cancellation charges in Section 2, above, shall apply.

5. Additional Fees.

Stellar or Air Carrier will designate the fixed-base operator ("FBO") used for departure and arrival at all airports. The use of FBOs not designated by Stellar will result in additional fees. In addition, the quoted price does not include any fees related to additions or changes to the itinerary, hangar fees, de-icing or other incidental expenses such as, but not limited to, inflight telephone, ground transportation, additional catering and inflight Wi-Fi, if required or requested.

6. Provision of Air Transportation.

Stellar is facilitating the provision of air transportation by an air carrier that holds a valid Federal Aviation Administration ("FAA") Form 8430-18 Air Carrier Certificate, and that is otherwise duly licensed and authorized by the U.S. Department of Transportation ("DOT"), and the FAA to conduct on demand air carrier operations (the "Air Carrier") in accordance with (a) this Agreement, and (b) any documents provided by Stellar to you in connection with this Agreement. All flights are operated by the Air Carriers in accordance with Part 121 or Part 135 of the U.S. Federal Aviation Regulations ("FAR"), and the Air Carriers shall have exclusive operational control of the aircraft, and pilots, for all flights. The Air Carrier's pilot-in-command ("PIC") has complete authority and discretion over aircraft, support facilities and all matters concerning the preparation and operation of aircraft. In this regard, the PIC will have sole discretion to determine whether flights should be rerouted, shortened, delayed, terminated or refused. If the PIC determines that departure airport conditions, enroute conditions, or landing facilities at any point on the flight route(s) are not adequate or safe for due to adverse weather or operating conditions, the Air Carrier may substitute an alternate airport or flight route where adequate and safe facilities are available.

7. Flight Crew Duty Time Limits.

Flight crew flight time and duty time will not exceed the limits specified by the FAA. In the event the trip schedule, regardless of the cause, would extend beyond the flight and/or duty time limits, you are responsible for additional flight crew rest fees and aircraft use fees. Flight crew duty time limitations may also require the next flight segment(s) of a charter to be delayed or cancelled. In that event, Stellar or Air Carrier is not responsible to you for any losses due to such delay or cancellation.

8. Trip Interruption.

When unforeseen interruptions occur, Stellar will work with you to analyze all contingency options available, and if necessary, to reposition the closest suitable aircraft and flight crew. Stellar or Air Carrier has the right to arrange for alternative transportation with authorization from you. Stellar or Air Carrier does not guarantee that an alternative aircraft or flight crew will be available to complete an interrupted trip. If unexpected delays occur due to passengers, weather, or other unforeseen circumstances, you are responsible for paying the additional charges incurred for continuation of the interrupted flight, and Stellar or Air Carrier shall not be liable for any costs incurred by you or passenger(s) as a result of any interruption of a flight.

9. Hazardous Substances and Misuse of Aircraft.

You will not transport, or attempt to transport, any contraband or hazardous substances. You are responsible to Air Carrier and Stellar for all damages resulting from your transporting of contraband or hazardous substances, including, but not limited to, the cost of cleaning, repair or replacements as may be necessary as a result of extraordinary wear and tear, and any damage or misuse of aircraft or its contents caused by you, your passengers and/or guests and any baggage or cargo.

10. Documentation.

You are solely responsible for ensuring that each passenger has all required documents for travel including passports, visas and similar documentation. You are solely responsible for the cost of any delays or fines imposed resulting from the failure of any passenger to produce required documentation upon request by authorities. You agree that any advice or suggestions given by Stellar or Air Carrier regarding proper travel documentation are made as an accommodation to you and that Stellar or Air Carrier is not responsible for the accuracy of such advice or for the consequences if a passenger has improper or insufficient travel documentation. Additional documentation will be required for passengers under the age of eighteen (18) who are not accompanied by both legal parents. Failure to provide the required documentation will be considered a cancellation of the flight, and any cancellation fees will apply.

11. Smoking.

All aircraft are non-smoking.

12. Pets.

Pets are not allowed on aircraft unless a written confirmation has been approved in advance by Air Carrier and Stellar. You must inform Stellar and Air Carrier in writing in advance of the first flight of any trip, of any animals that you intend to bring aboard a flight. If you fail to do so, then it will be considered a flight cancellation and you will be charged the cancellation fee. If animals are approved under this Agreement, special cleaning fees may apply.

13. Compliance with Law.

You, and your agents, passengers and guests are deemed to have notice of, and will comply in all respects with all applicable regulations of the DOT and FAA and all other applicable laws, rules, or regulations issued by any governmental entity having jurisdiction over this Agreement and the flights to be operated under this Agreement. You agree that you will not hold out, offer or re-sell in any manner the air transportation described in this Agreement. You understand that that Stellar has not represented itself as a Direct Air Carrier nor an Indirect Air Carrier, but is acting solely as agent of the Air Carrier.

14. Baggage.

Baggage allowances on aircraft may vary depending upon operational factors. In the event baggage is not accepted on an aircraft, Stellar or Air Carrier will ship the baggage to an address that you supply. These additional shipping fees will be your responsibility. International air transportation shall be, to the extent applicable, subject to the Warsaw Convention and the Montreal Convention concerning the transportation by air of passengers, baggage and cargo.

15. Limitation of Liability; Indemnity.

Stellar or Air Carrier are not liable to you, any passenger, guest or any other person, or entity, for any injury, damage, or loss, unless is it the direct result of the gross negligence, recklessness or intentional misconduct of Stellar, the Air Carrier, or Stellar’s or Air Carrier’s employees. Under no circumstance will Stellar’s or Air Carrier’s liability exceed the accepted quoted amount of the air transportation under this Agreement, or include lost profits, or special or consequential damages of any kind. You agree to indemnify, defend, and hold Stellar and Air Carrier, its officers, employees and agents, harmless from all claims by any person or entity, for any loss, claim of damage or liability arising out of your failure to comply with the terms and conditions of the this Agreement, and/or from the chartered flight, except to the extent that Stellar may be required to indemnify you.

16. Non-Assignability.

You may not assign this Agreement without the prior written consent of Stellar or Air Carrier, and any assignment in violation of this restriction is void. Subject to the restrictions against assignment in this paragraph, this Agreement shall be binding upon, the assigns, successors in interest, and personal representatives of each of you and Stellar or Air Carrier.

17. Choice of Law; Forum.

The law of the State of California, except where superseded by applicable Federal law, shall apply to the interpretation of this Agreement and to the resolution of any dispute with respect to this Agreement, notwithstanding any contrary choice of law provisions under California law. The parties agree that the exclusive jurisdiction and venue for any action with respect to this Agreement shall be in the State and Federal Courts located in San Francisco County, California.

18. Attorney's Fees.

In the event of any controversy, claim, or dispute between the parties to this Agreement, arising or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorney’s fees and/or costs.

19. Severability.

Should any provision of this Agreement be held unenforceable or invalid for any reason, the remaining portions of this Agreement shall remain in full force and effect. This Agreement supersedes any prior written or oral agreements between Stellar or Air Carrier and Customer concerning the air charter described herein.

20. Entire Agreement.

This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or simultaneous representations, discussions, negotiations, and agreements, whether written or oral. Under no circumstances will the terms, conditions or provisions of any purchase order, invoice or other administrative document issued by you in connection to this Agreement be deemed to modify, alter or expand the rights, duties or obligations of the parties under, or otherwise modify, this Agreement, regardless of any failure of Stellar or Air Carrier to object to such terms, provisions, or conditions.

21. Force Majeure.

Neither Air Carrier nor Stellar is responsible for delays, losses or damages of any kind caused, in whole or in part by force majeure, acts of war, terrorism, adverse meteorological conditions, mechanical discrepancies, ATC delays or other unforeseeable circumstances.