Game Day Private Jets

GAME DAY PRIVATE JETS

MEMBERSHIP AGREEMENT

Effective Date: As of Member's enrollment date

The terms and conditions set forth below constitute the agreement (this "Agreement") between you ("Member") and Game Day Private Jets, LLC ("GDPJ") for participation in the Community (as defined below). This Agreement supersedes the Community Access Terms that may have been previously agreed to by Member upon their initial free registration. Please read this Agreement carefully. By clicking "I have read and agree to the Membership Agreement," you acknowledge that you have read and accept the terms and conditions of this Agreement in its entirety, including without limitation Annex A, B, and C.

1. Game Day Private Jets Community

(a) General

The Game Day Community (the "Community") is a private membership-based club. In exchange for the membership fee(s) referenced herein, the Community provides access to numerous services and benefits (collectively, the "Services") that include, but are not limited to, sourcing and arranging private air travel as further described herein, access to exclusive lifestyle and event offerings, discounted private aviation opportunities through social and shared flight opportunities, business development relationships, unique member benefits and partnership discounts and a Community website (the "Community Website") and Community mobile application (the "Community App") to interact, engage with and/or manage membership features and the membership account. Additional information about the arranging of private air travel through the Community is provided in Annex A, B, and C.

(b) Term; Annual Membership Fee

The Membership term is for an initial period of twelve (12) months (subject to extension as provided below, the "Term"), commencing on the day (the "Effective Date") Member agrees to the terms set forth herein and provides a valid and authorized credit card to be kept on file. Member agrees to pay an annual fee (the "Annual Membership Fee") on the Effective Date and on each anniversary of that date.

The Annual Family Membership Fee shall be set at $949.00 USD for the first year of the Term and is subject to adjustment by GDPJ before any renewal of the Term.

The Annual Business Membership Fee shall be set at $8,500.00 USD for the first year of the Term and is subject to adjustment by GDPJ before any renewal of the Term.

The Annual Membership Fee shall not be refundable. The Term, and therefore Member's participation in the Community, shall be automatically renewed and extended for successive one-year periods unless Member gives written notice to GDPJ of Member's intention to terminate Member's participation in the Community not later than thirty (30) days prior to expiration of the membership year then in effect. Member hereby authorizes GDPJ to charge the credit card on file for the Annual Membership Fee on the Effective Date and the first day of each renewal of the Term.

(c) Initial enrollment discounts

Any discounts on the initial Membership enrollment will be reflected at time of payment and charged accordingly.

(d) Guest Passes

(i) Allocation. Upon the Effective Date and each annual renewal thereof, provided Member is in good standing: Family Members shall receive two (2) complimentary Guest Passes. Business Members shall receive twelve (12) complimentary Guest Passes.

(ii) Validity and Expiration. Guest Passes are valid only during the membership year in which they are issued. They do not roll over to subsequent years; any Guest Passes unused at the end of a membership year are forfeited. Guest Passes are non-transferable and have no cash value.

(iii) Additional Passes. Members may purchase additional Guest Passes during a membership year at a rate of $350.00 USD per pass. Family Members may purchase up to two (2) additional Guest Passes per year. Business Members may purchase up to twelve (12) additional Guest Passes per year.

(iv) Usage Limitations. Guest Passes are applicable solely to Self-Aggregated Shared Flights (Annex A) and may only be utilized when the Member is acting as the "Posting Member" (Lead Charterer). Guest Passes cannot be applied to Affinity Group Charters (Annex B), Part 380 Shuttles (Annex C), or Shared Flights where the Member is a "Joining Member."

(e) Business Member Designation and Changes

Business Members must designate all Authorized Executives at the time of enrollment. GDPJ may limit the number of permitted changes to Authorized Executives during each Membership Year. Any such changes require written authorization from the Member and are subject to GDPJ approval. Unauthorized substitutions or misuse of designated executive slots may result in suspension or termination of Membership.

2. Flight Activity

(a) Agency appointment

Member hereby appoints GDPJ as its authorized agent, in its sole capacity as Member's agent (which may include appointing another person or entity as sub-agent) to (a) arrange at the request of Member the provision of services under the Community, including, without limitation, to arrange on demand air transportation services with a direct air carrier on behalf of Member and Member's guests, (b) execute any and all documents in connection therewith, including, without limitation, to execute on demand air transportation contracts on behalf of Member, and (c) take all actions necessary to coordinate such services on behalf of Member.

(b) Flights

Member shall have the right to request that GDPJ arrange a charter flight through the GDPJ broker Community website (the "Quote Request Website") or application (the "Quote Request App") to which Members will have access from either the Community Website or Community App. Rates and fees with respect to a flight will be provided at the time of the flight request. Prior to GDPJ's confirming any flight (other than shared flights which shall be governed by the terms of Annex A), Member will be required to agree to the terms and conditions set forth in the Charter Services Agreement. A Member may make booking requests on the Quote Request Website or Quote Request App through the Community Website or Community App. A Member shall not be entitled to book any flights if Member has an unpaid balance in its membership account. Shared flights may also be arranged as provided in Annex A.

(c) Lead Passenger

For Family Members, either Member or Member's spouse, domestic partner, or another individual who qualifies as part of the Member's Family Member Group must be designated as the "Lead Passenger" for any flight flown under Member's account. For Business Members, either Member or Member's Designee(s) must be designated as the "Lead Passenger" for any flight under Member's account. A Lead Passenger must be present on any flight booked through the GDPJ program.

(d) Platform Registration Requirement

All individuals traveling under a Member's account, including any Family Member Group participants or authorized designees, must be pre-registered within the GDPJ Community platform and associated with the Member's account prior to booking or participation in any flight. GDPJ reserves the right to approve, deny, or restrict participation of any individual who is not properly registered or does not meet eligibility requirements under this Agreement.

(e) Disclosures

GDPJ does not operate aircraft; FAA licensed and DOT registered air carriers participating in the GDPJ program exercise full operational control of all flights offered by or arranged through GDPJ.

Regulatory Role:

  • On-Demand and Member-Assembled Charter Flights. For on-demand private charters and Member-assembled shared charter flights, GDPJ acts solely as an air charter broker and/or bona fide agent for the applicable charterer pursuant to 14 CFR Part 295. In such cases, GDPJ does not operate aircraft and does not have operational control over any flight. For self-aggregated or shared flights, GDPJ provides a passive forum only—Members self-determine groups and terms to avoid 'holding out' as common carriage.
  • Affinity Group Charters. For affinity group charters, GDPJ acts as an air charter broker or agent for the Affinity Group charterer pursuant to 14 CFR Part 295 and 14 CFR Part 212, as applicable.
  • Public Charter Flights. For any flight expressly designated by GDPJ as a public charter, GDPJ acts as an indirect air carrier as principal pursuant to 14 CFR Part 380, and such flights are governed exclusively by Annex C and the applicable DOT-approved prospectus, escrow, and consumer protection requirements.

GDPJ prohibits unfair or deceptive practices and ensures all arrangements comply with FAA/DOT rules.

Flight Structure Overview

The Game Day Private Jets platform supports multiple types of charter flight arrangements depending on the nature of the trip and the applicable regulatory framework. These arrangements are described in greater detail in Annexes A, B, and C.

  • Member-Assembled Shared Flights (Annex A). Members may independently assemble charter groups through the Community platform and collectively authorize GDPJ to arrange a charter flight on their behalf. In these arrangements, Members share the Total Flight Cost of chartering the entire aircraft and GDPJ acts solely as an air charter broker or bona fide agent pursuant to 14 CFR Part 295. These flights are not sold as individual seats or scheduled services.
  • Affinity Group Charters (Annex B). Established organizations, such as alumni associations or booster clubs, may charter aircraft for travel by their bona fide members. In these arrangements the Affinity Group acts as the charterer and GDPJ acts as a broker or agent to arrange air transportation with an Operator. These flights are governed by 14 CFR Part 212 and are not available to the general public.
  • Public Charter Shuttles (Annex C). From time to time GDPJ may offer scheduled charter flights designated as Public Charters pursuant to 14 CFR Part 380. For such flights GDPJ acts as an indirect air carrier and seats may be sold individually subject to DOT-approved prospectus requirements, escrow protections, and other consumer safeguards.

Unless a flight is expressly designated by GDPJ as a Public Charter pursuant to Annex C, all flights arranged through the Community are either Member-Assembled Shared Flights or private charter arrangements.

3. Event Access; Member Benefits

(a) GDPJ Events

From time to time, Member will have access to certain events and experiences, some of which may be complimentary and some of which may require the purchase of tickets or similar paid attendance. There is no guarantee that specific event opportunities shall become, or if provided, will remain, available to members of the Community, and, if available, there is no guarantee as to Member's opportunity to participate in such events. Access to and attendance at GDPJ events and experiences shall be subject to any terms and conditions that GDPJ may issue from time to time for attendance of events and experiences.

(b) Member Benefits

From time to time, GDPJ may provide or offer certain benefits and other amenities to Members, some of which are the direct result of strategic partnerships that GDPJ has created on behalf of its members. These offers may have limited availability and may be subject to additional terms and conditions. GDPJ is not responsible for any availability issues a Member may have regarding these partnerships, offers, benefits or other amenities. GDPJ is not responsible for the products or services offered by strategic partners or any other third-parties, their agents or affiliates ("Third Parties") and makes no representation or warranty with respect thereto. Member's dealings with any Third Parties are solely between Member and such Third Party and are subject to any terms and conditions associated with such dealings. Member's use of any Third Party product or service is at Member's own risk and without legal liability of any kind on the part of GDPJ.

4. Payments

4.1 Member must, at all times, have a valid credit card on file with GDPJ which will be (i) pre-authorized for up-front payment for all flights arranged by and through GDPJ, (ii) used for payment of the Annual Membership Fee upon renewal, and (iii) used for payment of all future services and incidentals, including event tickets. Payments for flight activity, whether on GDPJ aircraft, from charter services, Shared Flights, or otherwise, shall be made up-front at the time of booking a flight. Failure to make payment for services provided may result in the revocation or suspension of membership and membership privileges at the sole discretion of GDPJ with no further obligation to Member.

4.2 For Shared Flights and self-aggregated arrangements, GDPJ may, as a convenience to the designated Lead Charterer (or "Host Member"), collect payments directly from participating Members ("Joining Members"). Member acknowledges that any such payments collected by GDPJ from Joining Members are accepted strictly on behalf of the Host Member to satisfy the Host Member's financial obligation for the flight. This service is provided solely to simplify administration and does not alter GDPJ's role as a bona fide agent under 14 CFR Part 295. The Host Member remains jointly and severally liable for the full cost of the flight until all funds are received. GDPJ is not obligated to provide this payment facilitation and may, in its sole discretion, require a single payment from the Host Member.

(a) Refunds: Per 14 CFR §295.22, GDPJ will provide prompt refunds if transportation cannot be performed due to circumstances beyond Member's control (e.g., operator unavailability). For cancellations, refer to type-specific sections below. All refunds exclude non-refundable fees (e.g., Annual Membership Fee).

5. Program Credits and Promotions

From time to time, GDPJ may introduce various promotions and issue program credits that can be used to purchase select GDPJ products and services. Use of such credits shall be subject to such limitations, terms and conditions as GDPJ, in its sole discretion, shall determine. Terms and conditions applicable to any program credits shall be provided at time of issuance and Member's acceptance of such credits indicates Member's agreement to any such terms and conditions. All credits are valid only so long as membership remains in good standing and any unused program credits will expire twelve (12) months after they are credited to a membership account.

6. Game Day Private Jets Impact Fund

Game Day Private Jets, LLC ("GDPJ") may, in its sole discretion, allocate a portion of certain charter revenues to charitable initiatives, athletic department partnerships, name, image, and likeness (NIL) programs, or other community impact efforts administered by GDPJ, including through the Game Day Private Jets Impact Fund ("Impact Fund").

Participation in any GDPJ membership program does not entitle a Member to direct, control, receive, or claim any portion of Impact Fund allocations, nor does it create any fiduciary duty, rebate, refund, or revenue-sharing obligation. All Impact Fund allocations are determined exclusively by GDPJ and may be modified, suspended, or discontinued at any time.

7. Termination

Member may terminate its participation in the Community, at any time, with or without cause, and without penalty (except as otherwise provided herein) by the delivery of written notice to GDPJ. GDPJ reserves the right to terminate Member's participation in the Community at any time for an act or actions that are materially harmful to the Community, its members or its assets as determined by GDPJ by delivery of written notice to Member of such termination for Cause and the reasons related thereto. No refund shall be made to Member for the Annual Membership Fee upon termination as set forth herein. Additionally, Member shall remain liable to GDPJ for any amounts due and owing at the termination of Member's participation in the Community pursuant to this Agreement.

8. Insurance

GDPJ shall request that each Operator providing flights for members maintain at least $50 million (for jet aircraft, $25 million for turboprop aircraft) combined single limit liability insurance coverage, including passenger liability, public liability, contractual liability, and property damage liability coverage, personal injury coverage and war risk liability coverage. GDPJ shall use reasonable efforts to add Member and its passengers as additional insureds under Operator's insurance coverage for their respective rights and interests in respect of liability arising out of flights taken on aircraft owned and/or operated by Operator.

9. Liability

(a) GDPJ shall not have nor assume any responsibility or liability to Member for activities performed by any licensed air carrier ("Operator") that provides air transportation services to Member under the Charter Services Agreement;

(b) the operator of each flight shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by such Operator, including, without limitation, all personal injuries, property damage or wrongful death;

(c) GDPJ is not responsible for any negligent act or omission by any Operator or its personnel and is not responsible for any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur for the benefit of Member;

(d) GDPJ shall not be responsible or liable for services directly provided or activities undertaken or performed by the other for, or on behalf of, Member;

(e) GDPJ shall not be liable under any contract, negligence, strict liability or other legal or equitable theory for any (i) consequential, indirect, incidental, special, punitive, lost profits, exemplary or reliance damages, (ii) amounts in excess of the price paid for a particular flight, or (iii) matter beyond its reasonable control.

Notwithstanding the foregoing, in no event shall Member pursue GDPJ for any amount in excess of actual Initiation Fees (if applicable) and Annual Membership Fee and GDPJ's liability, if any, shall be strictly limited to an amount equivalent to such Initiation Fees (if applicable) and Annual Membership Fee actually paid by Member. Member acknowledges that GDPJ is not liable for any disputes, fraud, or non-payment arising from private cost-sharing arrangements among Members or guests, as these are handled independently without GDPJ involvement. Member indemnifies GDPJ against all claims from such arrangements, including scams or breaches in Community interactions. GDPJ reserves the right to terminate membership for fraudulent activity without refund.

10. No Warranties

GDPJ MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AS TO ANY MATTER ARISING OUT OF THIS AGREEMENT OR THE SERVICES PROVIDED TO MEMBER OR ANY GUEST OF MEMBER; GDPJ HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ARISING OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE. MEMBER ACKNOWLEDGES AND AGREES THAT THE ENTIRE RISK ARISING OUT OF MEMBER'S USE OF THE SERVICES (INCLUDING ANY USE OF MEMBER COMMUNITY APP OR COMMUNITY WEBSITE), AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH MEMBER TO THE MAXIMUM EXTENT PERMITTED BY LAW. This disclaimer applies to all Services, including Community forums and flight aggregations. GDPJ does not guarantee the reliability of Member interactions or third-party services.

11. Electronic Signatures

Member and GDPJ agree that: (a) receipt of information electronically that the recipient reasonably believes to be authorized by the transmitting party shall constitute the valid signature on behalf of the transmitting party (it being agreed that transmission from an email address identified by Member as an authorized email address of Member shall be reasonable to accept); (b) such electronic transmissions shall be deemed to satisfy any federal, state or local laws or regulations requiring that agreements be in writing; (c) neither party shall contest the validity or enforceability of any such electronic transmission; and (d) computer maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.

12. Privacy of Member Data

GDPJ values Member as a customer and protects Member's personal information as if it were GDPJ's own. GDPJ regards all passenger data as confidential and does not sell or otherwise share it with any third party except as required by law (e.g., aviation security and immigration clearances) or as necessary for the provision of the services Member purchased from GDPJ or requested to be arranged by GDPJ (e.g., passenger names provided to the air carrier that will perform Member's flight or to ground transportation providers). By giving GDPJ personal information as a passenger on a charter flight, Member and/or passenger is deemed to have consented for GDPJ to have that information, to use it to serve Member's travel needs, and to use it to evaluate how well GDPJ is serving Member (e.g., reviewing passenger surveys, recorded telephone calls, or electronic correspondence for quality control purposes). Member information may be stored up to five years or longer, if required by law. Member may ask GDPJ for access to Member's personal data at any time, and Member may request that it be corrected or deleted, except to the extent that GDPJ might be required by law to retain it.

(A) Marketing Communications and Member Consent

By entering into this Agreement, Member expressly consents to receive marketing and promotional communications from GDPJ, including but not limited to emails and SMS/text messages, regarding services, offers, events, and promotions related to the Community and its partners. GDPJ will comply with all applicable laws and regulations governing marketing communications, including but not limited to the General Data Protection Regulation (GDPR), the CAN-SPAM Act, and the Telephone Consumer Protection Act (TCPA). Member may withdraw consent or opt out of such communications at any time by following the unsubscribe instructions provided in the communication, replying "STOP" to SMS messages, or by updating preferences in the Community App or Community Website. GDPJ will honor all opt-out requests promptly and will not send further marketing communications to Members who have opted out. GDPJ will not share Member's contact information with third parties for marketing purposes without Member's explicit, informed consent. For Members located in the European Economic Area (EEA), GDPJ will only send marketing communications where Member has provided explicit consent, and Members have the right to access, rectify, or erase their personal data, as well as to restrict or object to processing for marketing purposes. All marketing communications will clearly identify GDPJ as the sender and provide a valid means of contact. GDPJ will maintain records of Member consent and opt-out requests as required by law.

13. Reselling Services

Member shall not resell any membership services, offers or benefits provided by GDPJ or those of its partners. While Member may invite guests to join Member on flights Member arranges and pays for, Member may not lend its account to someone else to book flights or access the Service. Member may not act as an agent of GDPJ or use GDPJ's logo, trademarks or service marks, or those of its partners. Member may transfer its membership to any immediate family member or trust for the benefit of Member or an immediate family member upon prior written notice to GDPJ and approval by GDPJ, not to be unreasonably withheld. No other transfers by Member shall be permitted without the prior written consent of GDPJ. In certain instances, Member may join with other members prior to confirming a booking in order to share a flight's cost and capacity in such a manner as may be facilitated and permitted by GDPJ, provided that Member shall in no event resell transportation or flights to other members or any third party.

14. Community Participation, Conduct & Governance

Member acknowledges that participation in the Game Day Private Jets community platform, including any mobile application, website, digital community, group, forum, or related feature (collectively, the "Community"), is subject to the Game Day Community Governance, Compliance & Moderation Policy (the "Governance Policy"), as may be updated from time to time by Game Day Private Jets ("GDPJ"). The Governance Policy is hereby incorporated by reference into this Agreement as if fully set forth herein.

Member further acknowledges that the success of the Community and GDPJ's ability to deliver the Services with high levels of customer satisfaction depends on a vibrant, cooperative, and compliant membership. Member's good faith cooperation regarding booking, cancellations, notices, departure times, itinerary flexibility, communication, payments, documentation, and all other aspects of arranging flights and related Services is required.

Any attempt to deliberately manipulate the Services or the Community—including repeatedly placing and canceling bookings or requests for flights, canceling requests and rebooking with slightly modified requirements, failing to authorize or remit payment as required, failing to maintain a valid payment method on file, failing to communicate in a timely and effective manner, violating the Governance Policy, or engaging in conduct that GDPJ reasonably determines may negatively impact GDPJ's operations, regulatory compliance, or another Member's participation in or enjoyment of the Community or Services—may result in suspension or termination of Membership and/or Community access, without refund, in GDPJ's sole discretion.

Membership benefits may not be extended to unrelated individuals, roommates, friends, or other persons who do not meet the definition of a Family Member Group.

Business Member designations must reflect active personnel of the Member's organization and may not be used to grant access to non-employees, contractors not primarily affiliated with the organization, or other third parties. Any attempt to misuse Business Member designations to circumvent membership requirements shall constitute a material breach of this Agreement.

Any attempt to circumvent these requirements, including misrepresentation of residency or dependency status, shall constitute a material breach of this Agreement.

Member acknowledges that continued access to or participation in the Community constitutes ongoing acceptance of the Governance Policy, including any updates thereto.

15. Terms Subject to Change

All terms and conditions contained herein are subject to change upon 30 days' notice from GDPJ to Member, except for Member's first-year Annual Membership Fee which shall be set at the amount listed in Section 1(b) as of the date Member joins the Community. Changes to the terms and conditions and any additional services will be posted to Member's account section of the Community App or Community Website.

16. Member Representations

Member expressly represents and warrants that:

  • Member shall use the Services, Community App, and Community Website only in accordance with applicable law and the terms of this Agreement;
  • Member is at least eighteen (18) years of age;
  • Member has the full right, authority, and capacity to enter into this Agreement and to comply with its terms and conditions;
  • Member's participation in the Services is for Member's sole, personal use;
  • Member acknowledges and agrees that GDPJ reserves the right, at its sole discretion, to request reasonable documentation or information to verify the eligibility of any individual designated under the Member's account, including, without limitation, verification of residency, dependency status, or relationship to the Member. Failure to provide such information upon request may result in denial of access to Services, suspension of booking privileges, or termination of Membership; and
  • Member shall access the Services only through authorized means.

17. Intellectual Property

GDPJ alone (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Services (including the Community App and Community Website) and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Member or any other party relating to the Services. This Agreement is not a sale and does not convey any rights of ownership in or related to the Services or any intellectual property rights owned by GDPJ. The GDPJ name, logo(s), and the names associated with the Services are trademarks of GDPJ or third parties, and no right or license is granted to use them.

18. Governing Law and Dispute Resolution

This Agreement and the provision of services by GDPJ hereunder shall be governed by and construed in accordance with the laws of the State of Texas, without giving effect to conflict of law principles. Any dispute arising under these terms and conditions or the services provided by GDPJ shall be finally settled by binding arbitration before a panel of one (1) arbitrator in accordance with the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction. The location of arbitration shall be in a city in Texas chosen by GDPJ. No class arbitration shall be permissible. In the event Member fails to pay any sums due to GDPJ hereunder at the time such sums are due to be paid, GDPJ shall be entitled to recover all attorneys' fees and costs from Member related to or arising out of any efforts to collect such sums from Member, including any legal proceedings or arbitration that is commenced in order to collect such sums.

19. Further Assurances

Member hereby agrees to take such further actions as may be reasonably requested by GDPJ in connection with the services to be provided hereunder for the performance of its obligations hereunder on behalf of Member.

20. Other Terms and Conditions

The Services are subject to Master Charter Services Agreement, Privacy Policy, Digital Terms of Service, and Rules for Shared Flights (collectively, "Terms and Conditions"). By entering into this Agreement, Member agrees to all Terms and Conditions and such Terms and Conditions are incorporated by reference herein. GDPJ may amend or modify its Terms and Conditions from time to time. Amendments will be effective upon GDPJ's publishing of such amended or modified Terms and Conditions on the Community App or Community Website. Member's continued access or use of the Services after such posting constitutes Member's consent to be bound by the Terms and Conditions, as amended or modified.

21. Use of Software

GDPJ may provide access to its software, including Community applications, Community websites, broker applications and websites, electronic social/commerce, marketplaces, and integrated communication tools, which form part of the GDPJ program, and are designed to enhance the user-experience, communications, service optimization, functionality and logistics of the GDPJ program ("Software"). Members and their guests may access and utilize the Software only as stipulated and limited under the terms and conditions of this Agreement.

22. Miscellaneous

If any provision of this Agreement is declared by an arbitrator or a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full effect and enforceable. This Agreement together with the exhibits, schedules and attachments, and agreements referenced herein and incorporated herein by reference constitute the entire agreement between the parties concerning its subject matter and supersedes any prior or contemporaneous agreements, understandings or proposals. Paragraph headings are for convenience of reference only and shall not affect or be utilized in construing or interpreting these terms and conditions. No provision of, right, power or privilege under this Agreement shall be deemed to have been waived by any act, delay, omission or acquiescence on the part of any party, its agents or employees, but only by an instrument in writing signed by an authorized representative of each party. No waiver by any party of any breach or default of any provision of this Agreement by the other party shall be effective as to any other breach or default.

23. Notices

GDPJ may give notice by means of electronic mail to Member's email address on record in GDPJ's account information, by posting such notice to the Community App or Community Website, or by written communication sent by first class mail or pre-paid post to Member's address on record in GDPJ's account information. Member is responsible for keeping his account information up to date. Notice shall be deemed to have been given upon the expiration of (i) 48 hours after mailing (if sent by first class mail or prepaid post) or posting to the Community App or Community Website, or (ii) 12 hours after sending electronically if sent by email. Member may give notice to GDPJ (such notice shall be deemed given when received by GDPJ) at any time by any of the following: letter sent by confirmed email to GDPJ at the email address that GDPJ may post from time to time to the Community App or Community Website or letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to GDPJ at the address that GDPJ may post from time to time to the Community App or Community Website.

24. Definitions

For purposes of this Membership Agreement and all Annexes hereto, the following capitalized terms shall have the meanings set forth below:

"Affinity Group" – An established organization (including, without limitation, an alumni chapter or booster club) qualifying for affinity charter air transportation pursuant to 14 CFR Part 212, comprised of bona fide members.

"Bona Fide Member" – An individual who has been a member of an Affinity Group for at least six (6) months (or such shorter period as permitted by applicable regulations) and whose membership was not formed primarily for the purpose of participating in air transportation.

"Business Member Group" – Means a Member and, subject to Passenger Availability, up to five (5) individuals designated by the Member who are employed by the same organization as the Member (collectively, "Authorized Executives"). All Authorized Executives must be designated and maintained through the GDPJ platform and associated with the Member's account prior to booking or participation in any flight. Business Members may update or substitute Authorized Executives only with prior written approval from GDPJ and subject to GDPJ's policies in effect from time to time, including limitations on the number of permitted changes per Membership Year. Business Member designations may not be used to extend access to individuals outside of the Member's organization or for the purpose of circumventing membership requirements.

"Effective Date" – Means the date on which a Member completes enrollment in a Game Day Private Jets membership tier and the applicable membership fee has been successfully processed and received by Game Day Private Jets. The Effective Date establishes the commencement of the Member's Membership Year and the start of all associated membership rights, privileges, and obligations under this Agreement.

"Eligibility Certification" – A written certification executed by an authorized representative of an Affinity Group confirming that all passengers satisfy the requirements of 14 CFR Part 212.

"Family Member Group" – Means: The Member; The Member's spouse or domestic partner; and The Member's dependent children under the age of twenty-six (26) who reside primarily in the Member's household (including students whose temporary address differs). A Family Membership may include a maximum of six (6) individuals within the Family Member Group unless otherwise approved in writing by GDPJ. No other individuals shall qualify as part of a Family Member Group regardless of shared address or informal living arrangements.

"Force Majeure Event" – Any event beyond the reasonable control of a party, including adverse weather, mechanical issues, air traffic restrictions, governmental actions, or other circumstances that prevent or materially delay performance.

"Game Day Private Jets" or "GDPJ" – Game Day Private Jets, LLC, acting as an air charter broker and/or bona fide agent, but not as a direct air carrier.

"Guest Pass" – A revocable privilege granted to a Member in good standing that permits the Member to invite a Guest Passenger to travel on a qualifying Self-Aggregated Shared Flight, subject to the terms, limitations, and fees set forth in this Agreement and Annex A. The sponsoring Member remains responsible for that guest's share.

"Guest Passenger" – A non-Member individual invited by a Host Member or Joining Member to travel on a Member-Assembled Shared Charter Flight solely as an invitee. A Guest Passenger (i) does not contract with GDPJ, (ii) does not remit payment to GDPJ, and (iii) does not acquire any independent right to air transportation. The sponsoring Member remains fully responsible for all obligations and the conduct of such Guest Passenger.

"Host Member" – Means the Posting Member who organizes a Shared Flight and acts as the primary point of contact with GDPJ for operational coordination, communications, and booking authorization. The Host Member is the Lead Charterer for the Shared Flight and is responsible for coordinating participation among Members, receiving communications from GDPJ regarding the flight, and ensuring the Total Flight Cost is satisfied by the applicable payment deadline. GDPJ may rely on instructions and decisions provided by the Host Member as binding on all participating Members unless otherwise agreed in writing.

"Joining Member" – A Member who elects to participate in a proposed Shared Flight initiated by a Posting Member and who may remit payment to GDPJ toward the Total Flight Cost. A Joining Member is a co-participant in the charter arrangement and is not purchasing individual air transportation or a seat. A Joining Member is not required to be an individual traveler and may act on behalf of Guest Passengers.

"Joining Member Group" – The individuals designated by a Joining Member to travel pursuant to that Joining Member's participation in a Shared Flight. The Joining Member Group is not itself a charterer. Any payments toward the Total Flight Cost are remitted solely by the Joining Member acting on behalf of the group.

"Lead Charterer" – Means the Member who enters into the applicable charter arrangement on behalf of the Shared Passenger Group for a Shared Flight. In the case of Member-Assembled Shared Flights under Annex A, the Lead Charterer shall be the Host Member unless otherwise designated in writing. The Lead Charterer is responsible for authorizing the charter booking, receiving regulatory disclosures, and ensuring that the Total Flight Cost is satisfied. For Member-Assembled Shared Flights, the Lead Charterer will normally be the Host Member unless otherwise designated in writing.

"Operator" or "Operator(s)" – A direct air carrier that provides or offers to provide air transportation and that provides the aircraft, flight crew, and retains operational control of the aircraft performing a charter flight, as defined under applicable FAA and DOT regulations.

"Membership Year" – Means the twelve (12) consecutive month period beginning on the Effective Date of a Member's enrollment in a paid Game Day Private Jets membership tier and ending on the one-year anniversary of such Effective Date. Each subsequent Membership Year shall commence upon renewal of the Member's membership and continue for an additional twelve (12) month period. Membership benefits issued on an annual basis, including Guest Passes and similar privileges, are allocated per Membership Year and reset at the start of each new Membership Year. Any unused benefits expire at the end of the applicable Membership Year and do not roll over to subsequent periods. If a membership is not renewed, the Membership Year terminates on its expiration date and all unused benefits associated with that Membership Year are forfeited.

"Part 380 Shuttle" – A public charter flight operated pursuant to 14 CFR Part 380 under GDPJ's DOT-approved public charter program, as further governed by Annex C.

"Passenger Availability" – The number of additional passengers with whom a Posting Member is willing to travel on a proposed Shared Flight beyond the Posting Member Group. Passenger Availability is designated by the Posting Member at the time of posting and may be updated as Joining Members participate.

"Posting Member" – The Member who proposes and initiates a potential Shared Flight to be displayed on the Shared Flights Board prior to booking. Upon confirmation of a Shared Flight, the Posting Member becomes the "Host Member".

"Posting Member Group" – The Posting Member and the individuals designated by the Posting Member to travel pursuant to the Posting Member's participation in a Shared Flight. A Posting Member Group shall be either a Family Member Group or a Business Member Group.

"Quote Request Site" – Means the digital platform made available through the Community Website or Community App through which Members may request charter pricing, propose Shared Flights, or confirm participation in a charter flight.

"Self-Aggregated Shared Flight" – A Member-Assembled Shared Charter Flight arranged pursuant to 14 CFR Part 295 in which Members independently assemble as a single chartering entity.

"Shared Flight" – Means a Member-assembled charter flight operated on a Small Aircraft pursuant to 14 CFR Part 295 in which two or more Members independently assemble as a single chartering party and share the Total Flight Cost.

"Shared Flights Board" – Means the section of the Community platform where proposed Shared Flights may be displayed for informational purposes so that Members may independently indicate interest in participating.

"Shared Passenger Group" – Collectively, the Posting Member Group and all Joining Member Groups participating in the same Shared Flight. The Shared Passenger Group is a descriptive term only and does not constitute a charterer or contracting entity.

"Shared Passengers" – The individual passengers comprising the Shared Passenger Group.

"Single-Entity Charter" – A charter flight in which the entire capacity of the aircraft is chartered by a single person or entity that bears the full economic responsibility for the flight, whether operated under Part 135 or otherwise permitted by applicable law.

"Small Aircraft" – An aircraft originally designed to have (i) a maximum passenger seating capacity of sixty (60) seats or fewer, or (ii) a maximum payload capacity of eighteen thousand (18,000) pounds or less, consistent with 14 CFR Part 295.

"Special Event Fees" – Fees imposed by airports, fixed base operators, or other third parties in connection with high-demand or special events.

"Total Flight Cost" – The aggregate cost of chartering the entire aircraft for a specific flight, including the charter price, applicable taxes, service charges, and disclosed third-party fees. The Total Flight Cost does not represent per-passenger or per-seat pricing.


📄 ANNEX A – TERMS AND CONDITIONS FOR GAME DAY PRIVATE JETS SHARED FLIGHTS (Member-Assembled under 14 CFR Part 295)

The Community platform allows Members to propose and participate in Shared Flights. A Posting Member may propose a potential flight by submitting basic itinerary information through the platform. GDPJ may then obtain indicative aircraft availability and estimated charter pricing from participating Operators. Proposed flights may be displayed on the Shared Flights Board solely for informational purposes so that other Members may independently indicate interest in joining. Members independently determine whether to participate in a Shared Flight and independently assemble their Shared Passenger Groups. GDPJ does not select passengers, allocate participation, determine cost-sharing arrangements, or otherwise participate in the formation of a Shared Flight group. Once sufficient Members have assembled to fund the charter, the Members collectively authorize GDPJ to arrange the charter on their behalf. GDPJ then coordinates the charter with an Operator acting as the Members' agent.

As a convenience to Members, and strictly for flights operated on Small Aircraft (60 seats or fewer) in accordance with 14 CFR Part 295, GDPJ may facilitate the collection and processing of Member contributions toward the Total Flight Cost using the credit card on file or funds on account for each participating Member. Such payments may be processed only after required regulatory disclosures have been provided, including the identity of the Operator and the Total Flight Cost for the charter. This payment facilitation is provided solely to simplify administration among Members who have independently assembled a charter group and does not alter GDPJ's role as an air charter broker or bona fide agent. Members remain responsible for coordinating participation, agreeing on cost-sharing arrangements among themselves, and resolving any related disputes. GDPJ is not obligated to provide payment facilitation and may, in its sole discretion, require alternative payment arrangements, including a single consolidated payment from the Host Member acting as Lead Charterer.

1. Flights are Member-Assembled

Shared Flights are Member-assembled, self-aggregated flights, meaning that the determination of who is participating in each shared flight as a Shared Passenger is determined solely by the participating Members. Neither GDPJ nor Operator shall play a role in determining which Members participates in each Shared Flight. The Community or websites to which the Members will have access may suggest sample trips with estimated Total Flight Costs that GDPJ believes may be of interest to Members; however, GDPJ provides a passive forum only and plays no role in group formation. Any sample itineraries, estimated costs, or suggested trips displayed by GDPJ are provided solely for informational and planning purposes, do not constitute an offer of air transportation, and do not represent scheduled service or available capacity. No charter flight is arranged unless and until Members independently form a group and authorize GDPJ to act as their agent for that specific charter. Shared Flight details will be proposed by a Posting Member to other Members and confirmed by all Joining Member Groups if and when they collectively authorize GDPJ as their agent to book the flight.

2. Agency appointment; Disclosures

2.1. Each Member hereby appoints GDPJ as its authorized agent, in its sole capacity as such Member's agent to (a) arrange at the request of such Member a Shared Flight with the Operator on behalf of such Member and such Member's Shared Passengers and guests after the participating Members have self-aggregated as Shared Passengers and (b) execute any and all documents in connection therewith, including, without limitation, to execute on demand air transportation contracts on behalf of such Member and the Shared Passengers.

2.2. All Shared Flights will be operated by Operators that are Federal Aviation Regulation (FAR) Part 135 certified and Department of Transportation (DOT) Part 298 registered air carriers or Part 121 or Part 129 air carriers, that meet all applicable regulatory, operational and safety standards. The Operators will exercise complete, effective and sustainable operational control over each flight at all times.

2.3. Prior to confirming any booking, GDPJ shall disclose to the Posting Member and Joining Members: (i) the identity of the Operator; and (ii) the Operator's insurance coverage.

3. Member Eligibility, Pricing Confirmation, and Payment Requirements

3.1 Eligibility to Propose or Join. Only Priority (Paid) Members may propose a Shared Flight as a Posting Member or participate in a Shared Flight as a Joining Member. Posting Members may indicate interest in organizing a Shared Flight through the GDPJ community platform or by contacting GDPJ directly.

3.2 Pricing and Availability. Upon receiving a request or proposal for a Shared Flight, GDPJ will confirm aircraft availability and provide estimated charter pricing to the Posting Member. The Posting Member is responsible for coordinating interest among the proposed participants and confirming that the Posting Member Group and each Joining Member Group wishes to proceed with the flight.

3.3 Payment Eligibility. Members must maintain a valid credit card or approved funds-on-account with GDPJ in order to participate in any Shared Flight. Members who do not have an authorized payment method on file will not be permitted to participate in a Shared Flight.

3.4. Guest Pass Usage. Posting Members Only: A Posting Member may utilize a valid Guest Pass to include a non-member guest in their Posting Member Group for a Self-Aggregated Shared Flight. The Posting Member is financially responsible for the guest's portion of the Total Flight Cost unless otherwise arranged, and the guest is subject to all Rules of Conduct (Section 19). Joining Members Excluded: Members joining a flight proposed by another (Joining Members) are not permitted to utilize Guest Passes for that flight. Joining Members may only include other Members or designated passengers as defined in their specific Membership Group (Family or Business) definitions. Exclusions: Guest Passes strictly apply to Self-Aggregated Shared Flights under this Annex A. They are not required for Single-Entity Charters (where the Member charters the entire aircraft) and are not accepted for Affinity Group Charters (Annex B) or Public Charter Shuttles (Annex C).

4. Required Information

4.1. Every Posting Member must provide or confirm the following information when proposing or otherwise indicating interest in a Shared Flight: (i) name of GDPJ Member leading his Posting Member Group; (ii) total number of passengers traveling in his Posting Member Group; (iii) Passenger Availability; (iv) any restrictions on children; (v) proposed departure and arrival airports; (vi) proposed date and time of departure; (vii) confirmation of contact number to be used by GDPJ and Shared Passengers for communication regarding Shared Flight; and (viii) whether or not the Posting Member is open to being contacted by other Members through the Game Day Community social features. GDPJ may post such information on the Shared Flights Board.

4.2. Every Joining Member must provide the following information when expressing interest in joining a proposed flight: (i) name of Member leading his Joining Member group; (ii) total number of passengers traveling in his Joining Member Group; and (iii) confirmation of contact number to be used by GDPJ and Shared Passengers for communication regarding the Shared Flight.

5. Passenger Availability/Number of Passengers

The maximum number of passengers that may share a flight for each aircraft type or cabin class will be disclosed in the GDPJ broker community website either in advance or at time of proposing a Shared Flight. The Posting Member may determine the maximum number of passengers that may participate in a proposed Shared Flight at the time of proposing the flight, which amount may be less than the maximum for the requested aircraft type/category at the sole discretion of the Posting Member.

6. Booking

6.1. A SHARED FLIGHT WILL BE BOOKED WHEN ALL SHARED PASSENGERS CONFIRM THAT THEY ARE PREPARED TO BOOK THE FLIGHT. All Shared Flights must be confirmed through the Community Website, Community App, Quote Request Website, or Quote Request App, accessible to each Member. No additional passengers may be added to a group after the flight has been booked.

6.2. All Shared Flights must be assembled and booked and paid no later than the deadline prior to a scheduled departure time that is indicated on the Quote Request Website or Quote Request App, or as communicated by GDPJ to the Posting Member. Generally, or unless otherwise noted, the deadline will be 14 calendar days before the scheduled departure time.

(a) For all Member-assembled shared charter flights, GDPJ shall accept payment only from one or more Members acting as charterer or co-charterers.

(b) GDPJ shall not accept payment from non-Members in connection with Member-assembled shared charter flights.

(c) Any reimbursement, contribution, or cost-sharing arrangement involving non-Member passengers is a private arrangement among Members and their guests and occurs outside of GDPJ's platform and payment systems.

(d) All payments collected by GDPJ for Member-assembled shared charter flights represent contributions toward the charter of the entire aircraft and do not represent the purchase of individual seats, tickets, or airfares.

6.3. If all Passenger Availability is filled, GDPJ will contact the Posting Member to confirm all Shared Passenger Groups and authorize GDPJ to book the flight with the Operator.

6.4 Aircraft Substitution. The Operator may substitute an aircraft of comparable seating capacity, range, and performance if operationally necessary, including but not limited to maintenance requirements, aircraft availability, or operational considerations. Any such substitution shall not constitute a cancellation or material change to the charter, provided the substitute aircraft is reasonably comparable to the originally quoted aircraft.

7. Cost Sharing

7.1. Host Member Responsibility. The Posting Member (hereinafter referred to as the "Host Member") acts as the primary organizer and "Lead Charterer" for the Shared Flight. The Host Member is solely responsible for sourcing the group and remains jointly and severally liable to GDPJ for the Total Flight Cost, regardless of how the group chooses to split the expense.

7.2 Member Payment Obligations for Shared Flights.

Applicability. This Section applies only to Member-Assembled Shared Charter Flights operated on Small Aircraft (defined as aircraft originally designed for sixty (60) seats or fewer or a maximum payload capacity of eighteen thousand (18,000) pounds or less).

(a) Permitted Payors. For all Member-Assembled Shared Charter Flights, GDPJ shall accept payment only from Members, including: the Host Member; and/or one or more Joining Members (each, a "Joining Member"). Non-Member guests may not remit payment to GDPJ under any circumstances. Any reimbursement or cost-sharing involving non-Members occurs solely as a private arrangement between the sponsoring Member and such guest, outside of GDPJ's platform and payment systems.

(b) Member Payment Allocation. As a convenience to the Host Member, GDPJ may permit multiple Joining Members to remit portions of the Total Flight Cost, provided that: each Joining Member is a current Member in good standing at the time of payment; and the aggregate of all Member payments equals the Total Flight Cost by the applicable payment deadline. Each payment collected represents a Member contribution toward the charter of the entire aircraft and does not constitute the purchase of an individual seat, ticket, or airfare.

(c) Mandatory Regulatory Disclosures. Prior to GDPJ accepting payment from any Joining Member, GDPJ shall provide such Joining Member with required regulatory disclosures, which may be delivered electronically, including: the identity of the operating air carrier; GDPJ's capacity as an air charter broker or agent; and applicable insurance disclosures. Each Joining Member must acknowledge receipt of such disclosures before payment is processed.

(d) Host Member Backstop Obligation. The Host Member remains ultimately responsible for the full Total Flight Cost. If any Joining Member fails to remit their allocated portion by the stated payment deadline, the Host Member must immediately satisfy the outstanding balance. Failure to satisfy the full balance by the deadline shall result in the automatic termination of the proposed charter flight.

(e) Termination and Refunds. If a flight is terminated due to non-payment: GDPJ shall promptly refund any amounts previously collected from Joining Members, less any non-refundable third-party costs and applicable payment processing fees, and in accordance with GDPJ's refund obligations under applicable law.

(f) No Independent Passenger Rights. Payment by a Joining Member does not create any independent right to air transportation for any individual passenger. Participation in a Member-Assembled Shared Charter Flight remains subject to: final aircraft availability; operator acceptance; and compliance with all applicable Member and operator requirements.

7.3 Post-Trip Pass-Through Expenses.

(a) Firm Quote vs. Variable Costs: Member acknowledges that the Total Flight Cost presented at booking covers the firm costs of the charter (e.g., aircraft time, crew, estimated fuel). However, certain third-party operational expenses are variable and may not be known until the flight is completed (collectively, "Pass-Through Expenses").

(b) Authorized Expenses: Pass-Through Expenses may include, but are not limited to: de-icing, hangar fees required for weather protection, international handling fees, in-flight Wi-Fi usage (if not included), cleaning fees for excessive mess/damage, or "Special Event" fees imposed by airports/FBOs.

(i) Special Event Fees: GDPJ will use reasonable efforts to communicate and include any special event airport or fixed-based-operator (FBO) fees that are often associated with high demand travel destinations, particularly for major sporting events, at the time of booking. However, Member acknowledges that in certain circumstances, Special Event Fees are announced by the airport or FBO within days of an event or on the day of. GDPJ shall have the right to charge a pro rata share of such fee(s) to each Shared Passenger's credit card on file.

(c) Billing Authorization: Member acknowledges that Pass-Through Expenses are the financial responsibility of the Shared Passenger Group. GDPJ is authorized to calculate the Member's (or Joining Member's) applicable share of these actual costs and charge the credit card on file after the flight is completed.

(d) Backup Liability: In the event GDPJ is unable to collect a Pass-Through Expense from a Joining Member's payment method, the Host Member shall remain jointly and severally liable for said amount and authorizes GDPJ to charge the Host Member's card on file to satisfy the outstanding balance.

8. Cancellation Prior to Booking

8.1. A Posting Member may by notice to GDPJ cancel his Posting Member's Group's interest in sharing a proposed flight at any time prior to the flight's being booked with the Operator without incurring any penalty, charge or other fee. Upon cancellation by a Posting Member, the proposed flight will be cancelled and removed from the Shared Flights Board or at GDPJ's option such flight's status will be returned to being marked available. The Posting Member will be responsible for ensuring that all Shared Passengers are notified of the cancellation.

8.2. A Joining Member may by notice to GDPJ cancel his Joining Member's Group's interest in sharing a proposed flight at any time prior to the flight's being booked with the Operator without incurring any penalty, charge or other fee. Upon cancellation of interest by a Joining Member, the Posting Member will be notified of the increased availability on the proposed flight and the Passenger Availability will be updated on the Shared Flights Board.

9. Cancellation, Funding, and Host Charterer Substitution

9.1. Funding Deadline. All Joining Member payments must be received by GDPJ no later than the deadline indicated on the Quote (typically 14 days prior to departure) (the "Funding Deadline"). If the Total Flight Cost is not fully funded by this date, GDPJ reserves the right to cancel the flight immediately. In such an event, any funds previously collected from the Host Member or Joining Members will be refunded, less any applicable credit card processing fees and non-refundable deposits previously disclosed.

(a) Member Payment Default. If a Joining Member fails to remit payment when due, the Host Member remains responsible for ensuring that the Total Flight Cost is satisfied by the Funding Deadline. The Host Member may elect to cover the defaulted amount or remove the non-paying Member from the Shared Passenger Group prior to confirmation of the charter. GDPJ shall not be responsible for collecting payment from defaulting Members or resolving payment disputes among Members.

9.2. Non-Cancellable / Non-Refundable. Once the Funding Deadline has passed and/or the flight is confirmed with the Operator, the flight is non-cancellable and all payments are non-refundable, even if a Joining Member or the Host Member is unable to travel.

(a) Guest Cancellation & Member Substitution: If a Joining Member cancels after the Funding Deadline, the monies paid remain with the charter and are non-refundable.

(i) Active Member Substitution Only: The cancelling Joining Member may transfer their participation in the charter to another Active Game Day Member (e.g., a member from the waitlist who expressed interest). Transferring participation to non-members, neighbors, or friends who do not hold a valid Game Day Membership is strictly prohibited to ensure all passengers are covered by existing agreements.

(ii) Host Privilege: If the Joining Member fails to identify a substitute Member within a reasonable time (or at least 24 hours prior to departure), the Host Member retains the exclusive right to replace participation with another Active Member of their choosing. Since the charter is already funded, the Host Member may invite this fellow Member at no additional charter cost, or negotiate a private reimbursement between the parties.

(b) Operator Cancellation: Notwithstanding the foregoing, pursuant to 14 CFR §295.22, if the flight is cancelled by the Operator or GDPJ due to circumstances beyond the Member's control (e.g., mechanical failure, Force Majeure), GDPJ shall provide a prompt refund of all monies paid to the respective payors. GDPJ's liability shall be limited to the amount actually paid by each Member.

9.3. Host Member Inability to Travel (Default Liability & Cancellation). The Host Member acknowledges that as the contracting "Lead Charterer," they remain strictly liable for the flight and all passengers, regardless of whether they are physically on board. If the Host Member is unable to travel, they must execute one of the following options no later than 24 hours prior to departure:

Option A: Authorized Designee (Liability Remains with Host). The Host Member designates a "Lead Passenger" (e.g., spouse, employee, or trusted guest) to act as their onsite representative. The Host Member retains full legal and financial liability for the flight, the aircraft, and the conduct of all passengers.

Option B: Transfer of Charterer (Liability Transfer). The Host Member nominates a Joining Member to assume the role of "Lead Charterer." This transfer is effective only upon Game Day's receipt of a new Charter Services Agreement signed by the new Lead Charterer. Until such document is signed, the original Host Member remains solely liable.

Option C: Failure to Designate (Cancellation Without Refund). If the Host Member fails to travel and neither Option A nor Option B is executed prior to departure:

(i) Flight Cancellation: Game Day and the Operator shall have the right to cancel the flight immediately and deny boarding to all passengers.

(ii) Forfeiture of Funds: Such cancellation shall be treated as a "Client Cancellation" occurring less than 24 hours prior to departure. 100% of all payments collected (from Host and Joining Members) shall be forfeited and are non-refundable.

(iii) Indemnification: The Host Member agrees to indemnify Game Day against any claims from Joining Members resulting from the cancellation of the flight due to the Host Member's failure to designate a qualified Lead Charterer.

GDPJ may rely on instructions and decisions provided by the Host Member unless and until a replacement Lead Charterer has been formally designated and accepted by GDPJ.

10. Lateness

If any passenger on a Shared Flight is more than 30 minutes late for a scheduled departure time, GDPJ, as agent for the Shared Passengers, or the Operator shall have the right to proceed with the departure and charge the passenger the full cost of his or her participation in the flight. Neither GDPJ nor the Operator will be responsible for any costs incurred by any passenger for alternate transportation, accommodations, or otherwise. Each Shared Passenger is encouraged to contact their fellow Shared Passengers to alert them in the event it becomes unavoidable that they will be late for a scheduled departure. For the avoidance of doubt, any passenger on a shared flight that is more than 30 minutes late will be considered a "no show".

11. Baggage

Members participating in Shared Flights are asked to be mindful of the luggage limitations on the aircraft on which they intend to travel and to be respectful of the need to accommodate luggage needs of their Shared Passengers. As with all Member flights, GDPJ, acting as agent for the Shared Passengers, or the Operator reserves the right to limit the amount of luggage for a flight based on the aircraft's luggage capacity. Member Services recommends one average size travel bag per passenger and one lap sized carry-on (e.g. backpack, purse, etc). Shared Passengers should alert Game Day Concierge Services of any luggage that anyone in their Shared Passenger Group intends to bring that is outside these parameters. Neither GDPJ nor the Operator will be responsible for any damage to or loss of luggage or any other property of any passenger.

12. Force Majeure

12.1. If a flight is delayed or any change to an itinerary is required as a result of a "Force Majeure Event" (e.g. adverse weather conditions, aircraft damage, lack of essential parts or supplies, mechanical problems, illness or incapacitation of crew members, denial of operating or landing approvals, clearances or permits by governmental authority, or any other cause which is beyond the control of GDPJ or the Operator), the Host Member shall have the right to select from among the recovery options presented by GDPJ or the Operator. If a Joining Member does not want his Joining Member Group to participate based on the solution selected by the Host Member, the Joining Member can cancel his Joining Member Group's participation in the flight at no cost and the Host Member can proceed by paying the additional cost attributable to the departing Joining Member Group(s). GDPJ may rely on the Host Member's decision regarding recovery options.

12.2. If the Host Member does not want to pursue any of the recovery options offered by GDPJ, as agent for the Shared Passengers, or the Operator, he or she can back out on behalf of his Host Member Group at no cost and the remaining Joining Members may elect to proceed with the flight by assuming their pro rata share of the Total Flight Cost without contribution from the Host Member Group.

13. Regulatory Compliance/Behavior

Each Shared Passenger agrees that he or she and all passengers in his or her Shared Passenger Group will comply with all applicable laws and regulations with respect to the booked flight, and with all instructions from flight crew members. Each Member further agrees that he or she and all passengers traveling with such Member will refrain from engaging in behavior which would be detrimental to any other passenger's traveling experience, including but not limited to soliciting or advertising products or services while on board the aircraft, using seats or space in the aircraft allotted to another Member, and/or failing to control pets and/or children. Each Member agrees to indemnify and hold GDPJ harmless for any and all claims relating to such Member's or such Member's passengers breach of this Section.

14. Taxes

Each Shared Passenger Group is responsible to pay (i) required Federal Excise Tax in an amount equal to 7.5% of the contribution amount for his Shared Passenger Group for the flight, or at such other rate as may be applicable from time to time, (ii) a segment fee (for domestic flights) in the amount of $4.20 (or then current rate) for each person in his or her respective Shared Passenger Group, or at such other rate as may be applicable from time to time, and (iii) sales taxes and other applicable taxes. Additional required taxes and fees may be incurred and charged for flights outside of the continental United States.

15. Indemnification

Each Member (an "Indemnitor") hereby indemnifies and agrees to hold harmless GDPJ, Private Jet Merchants LLC, the other Members, any parents, subsidiaries or affiliates of any thereof, and the officers, directors, agents, servants and employees of any of the foregoing persons or entities (the "Indemnitee(s)") from and against any and all liabilities, claims, demands, suits, judgments, damages, losses, costs and expenses (including reasonable legal expenses and attorneys' fees) for or on account of or in any way connected with: (i) the breach of these terms and conditions for Shared Flights, (ii) any disputes, fraud, or non-payment arising from private cost-sharing arrangements or aggregation among Members; or (iii) any other actions or omissions in relation to any Shared Flight, in any case committed by such Indemnitor or any other Shared Passenger in such Indemnitor's Shared Passenger Group; unless such loss or damage arises from the gross negligence or willful misconduct of the Indemnitee.

16. Confidentiality of Passenger Information

Certain Member contact information will be shared with other Shared Passengers to allow for communication amongst Shared Passengers regarding the Shared Flight. Each Member agrees that he or she will hold and maintain all information he or she receives regarding his or her Shared Passengers by virtue of sharing the flight, including the fact of their participation in the flight and their contact information, in the strictest confidence and will use such information, in accordance with these terms and conditions for Shared Flights, solely for the purpose of communications regarding the Shared Flight.

17. Charter Services Agreements

Except as specifically set forth herein, all flights are subject to terms and conditions of any Charter Services Agreement GDPJ requires the Shared Passengers to enter into for the applicable flight.

18. Courtesy/Etiquette

Because of the social nature of Shared Flights, every action a Member or such Member's guests takes in respect of such flights can have a significant impact on other Members and their travel plans. In order to minimize any such disruption and avoid conflict among Members, we ask that each Member and such Member's guests adhere to the rules set forth herein, paying special attention to the rules regarding booking, cancellations, delays and Force Majeure Events.

19. Shared Passenger Conduct

19.1. Each Member agrees that he or she and all passengers traveling with such Member will refrain from engaging in behavior which would be detrimental to any other passenger's traveling experience, which shall include complying with the rules of conduct set forth below in this Section 19. If any Shared Passenger engages in conduct that GDPJ considers improper, offensive or likely to risk endangering the safety of other Shared Passengers or GDPJ or Operator personnel, or otherwise violates the terms of this Section 19, then such Shared Passenger and his or her Shared Passenger Group may be reprimanded, denied transportation, and deemed ineligible for future transportation, without right of refund, alternate transportation, accommodations or other compensation. For the avoidance of doubt, references to Shared Passengers describe individuals traveling under a Member's participation and do not create independent contractual rights. In addition, the GDPJ membership account associated with Shared Passenger may be terminated without right of refund of any amounts paid by the applicable Member. All determinations will be made in the sole discretion of GDPJ or Operator. In addition, if the conduct of a Shared Passenger endangers the aircraft or any passenger or property while on board; obstructs or hinders the crew in the performance of their duties; fails to comply with any instruction of the crew; involves smoking in any form (including electronic cigarettes, vaporizers and similar devices), the use of illegal drugs, or the abuse of drugs or alcohol; involves the use of any offensive, threatening, abusive or insulting words towards another passenger, the crew or GDPJ or Operator personnel; or involves behavior which causes discomfort, inconvenience, damage or injury to another passenger, the crew or GDPJ or Operator personnel, then the crew may take such measures as it deems necessary to prevent continuation of such conduct, including restraint. A Shared Passenger may be disembarked and refused onward carriage at any point and may be prosecuted for offenses committed on board the aircraft. Each Member agrees to indemnify and hold GDPJ and each other Indemnitee harmless for any and all claims relating to such Member's or any of such Member's Shared Passengers' breach of this Section 19 including the provisions below. Each Member will make each of its Shared Passengers aware of the terms of this Section 19 and will take reasonable steps to ensure that no such Shared Passenger violates the terms of this section.

19.2. In accordance with the FAA rules and regulations, GDPJ prohibits passengers from consuming any alcoholic beverages on board any Shared Flight that are not provided in the minibar located on the aircraft or served by a cabin server. Passengers shall not bring alcohol on board of the aircraft for consumption during a Shared Flight.

19.3. GDPJ has zero tolerance for transportation or use of narcotics and other controlled substances, such as drugs and drug paraphernalia, regardless of whether certain substances may be considered legal in any states.

19.4. THE CREW WILL DENY BOARDING TO ANY PASSENGER WHO APPEARS INTOXICATED OR UNDER THE INFLUENCE. ANY PASSENGER WHO IS DENIED BOARDING BECAUSE HE OR SHE APPEARS INTOXICATED OR UNDER THE INFLUENCE WILL NOT BE ENTITLED TO A REFUND OR ALTERNATIVE TRANSPORTATION OR ACCOMMODATIONS OR ANY OTHER COMPENSATION.

19.5. Shared Passengers must be respectful of other Shared Passengers and of GDPJ and Operator personnel.

19.6. GDPJ has zero tolerance for any type of harassment or offensive behavior, including, but not limited to: any kind of verbal or physical abuse directed towards anyone; any form of discrimination; the use of profane language, gestures, insults or similar behavior; unwanted solicitation; or loud or boisterous behavior.

19.7. Shared Passengers must observe proper etiquette on Shared Flights, including without limitation as provided in Section 18.

19.8. Shared Passengers must maintain appropriate hygiene on Shared Flights. If someone's hygiene is offensive to a reasonable passenger, then it would violate these rules of conduct.

19.9. Shared Passengers must wear appropriate attire. Shoes must be worn at all times. Sexually suggestive and other offensive clothing is prohibited.

19.10. Shared Passengers shall respect the privacy rights of other Shared Passengers. No photos or videos may be taken of another passenger or shared on social media without the prior consent of such passenger.

19.11. No dogs, cats or other animals, whether or not service animals, are allowed on any Shared Flight without the approval of Host Member and GDPJ (in writing).

Member Disputes: GDPJ shall not be responsible for resolving disputes among Members relating to participation in a Shared Flight, including disputes regarding cost sharing, participation, guest conduct, or other arrangements among Members.

Notices. Unless otherwise provided in this Annex A, all notices and other communications regarding Shared Flights shall be made through the Community Website, Community App, Quote Request Website, Electronic Mail, SMS, or Quote Request App, as applicable.

No Warranties. GDPJ disclaims all warranties, express or implied, regarding the actions, reliability, or conduct of any Member or Shared Passenger. The risk of Member interactions, including self-aggregation and cost-sharing, remains solely with the Member.


📄 ANNEX B – AFFINITY GROUP CHARTERS (Pro Rata under 14 CFR Part 212)

Affinity charters are reserved for established groups (e.g., alumni chapters, booster clubs, professional organizations) that share a distinct mission or interest other than travel. In these arrangements, GDPJ acts solely as the agent to arrange air transportation with a direct air carrier under 14 CFR Part 295, and the Affinity Group acts as the Charterer. The Affinity Group acknowledges that the charter is not marketed to the general public, is not a public charter, and is not represented as available to persons outside the Affinity Group.

1. Eligibility and Bona Fide Membership

Participation is strictly limited to "Bona Fide Members" of the Affinity Group and their immediate families (spouse and dependent children).

Pre-Existing Relationship: The Affinity Group must have been in existence for at least six (6) months prior to the flight request. The group must not have been formed for the sole purpose of holding the charter flight.

Membership List: The Group must maintain a central membership list. Only individuals appearing on this list are eligible to travel.

Solicitation: Strictly Prohibited. The Affinity Group and its members may not solicit members of the general public. All solicitation must be internal to the group (e.g., internal newsletters, private member portals). Any public advertising (social media, website, print) by the Group or its members voids this agreement and may result in flight cancellation without refund.

Certification: Prior to booking, the Group representative must sign an "Eligibility Certification" provided by GDPJ, attesting to the group's compliance with 14 CFR §212.5.

2. Booking and Agency Disclosures

The Affinity Group shall designate a single "Group Representative" to interface with GDPJ.

Agency Role: GDPJ acts as the agent for the Affinity Group in sourcing the aircraft. The direct air carrier (Operator) exercises full operational control.

Disclosures: Prior to contract execution, GDPJ will disclose: (i) the identity of the Operator; (ii) the Operator's insurance coverage; and (iii) that GDPJ acts as an agent.

Contracting: The Charter Contract is entered into between the Operator and the Affinity Group (signed by the Group Representative), facilitated by GDPJ.

3. Cost Sharing and Payments

Single Consolidated Payment: GDPJ shall contract solely with the Affinity Group as a single legal entity. GDPJ requires a single consolidated payment for the Total Charter Cost (via wire transfer or a single credit card authorized by the Group Representative). GDPJ will not collect, process, or track individual payments from group members.

Internal Collection is Private: The method, timing, and calculation of individual member contributions are strictly internal matters for the Affinity Group. GDPJ does not participate in, audit, or oversee the Group's internal collection process. Any disputes regarding cost-sharing amounts or internal refunds are solely between the Affinity Group and its members.

Compliance Warranty (No Mark-Up): While GDPJ does not audit internal collections, the Affinity Group warrants that it shall collect funds strictly on a pro rata basis (sharing the actual cost) in accordance with 14 CFR Part 212. The Affinity Group acknowledges that marking up the flight cost for profit or collecting more than the actual charter price (plus reasonable administrative expenses) may constitute an unauthorized sale of air transportation, rendering the charter illegal.

Taxes: The Group is responsible for ensuring all applicable Federal Excise Taxes (FET) and per-passenger segment fees are remitted. GDPJ will include these in the consolidated invoice to the Group.

4. Cancellations and Refunds

Group Cancellation: Cancellation terms are governed by the specific Charter Services Agreement signed with the Operator. Generally, flights are non-refundable once confirmed.

Ineligibility: If the Operator or GDPJ determines that the group or specific passengers do not meet "Bona Fide" eligibility requirements, transportation may be refused. In such cases, refunds are subject to the Operator's cancellation policy.

5. Force Majeure

In the event of a Force Majeure Event (e.g., weather, mechanical failure), the Group Representative shall have the authority to accept or reject recovery options proposed by the Operator. If the Group rejects the recovery option, the refund policy of the Operator applies.

6. Conduct

All passengers must adhere to the Conduct and Courtesy rules set forth in Annex A, Section 19. The Group Representative is responsible for communicating these rules to all passengers.

7. Indemnification and Warranty

The Affinity Group and the Group Representative jointly and severally represent and warrant that the group meets the definition of an Affinity Group under 14 CFR Part 212. The Affinity Group agrees to indemnify, defend, and hold harmless GDPJ and the Operator from any fines, penalties, or legal costs arising from a breach of this warranty (e.g., if the group is found to be soliciting the general public).

8. No Warranties

GDPJ makes no representations regarding the group's legal status or eligibility. Compliance with 14 CFR Part 212 is the sole responsibility of the Affinity Group.


📄 ANNEX C – PART 380 SHUTTLES (Public Charters)

This Annex C applies exclusively to flights expressly designated by GDPJ as public charters pursuant to 14 CFR Part 380. No other flights offered or coordinated through the GDPJ platform are public charters unless expressly identified as such.

1. Future Availability

From time to time, GDPJ may offer "Shuttles" or scheduled charters which are Public Charters sold pursuant to 14 CFR Part 380. Such flights are subject to Department of Transportation (DOT) approval and the filing of a specific Public Charter Prospectus. The provisions of this Annex C shall apply strictly to flights designated by GDPJ as "Public Charters."

2. Agency and Disclosures

For these specific flights, GDPJ acts as the Indirect Air Carrier (Principal) rather than an Agent. Prior to booking, GDPJ will disclose the specific Public Charter number (PC #) and provide the Operator-Participant Agreement (OPA) as required by DOT regulations.

3. Booking/Pricing

Seats are sold individually. The quoted price includes the air fare, administrative costs, and all applicable Federal Excise Taxes (FET) and segment fees.

4. Consumer Protections (Escrow)

All payments for Public Charters are secured in a separate escrow account at a federally insured bank, or secured by a surety bond, in strict compliance with 14 CFR Part 380. Your funds are protected against GDPJ's insolvency or the operator's failure to perform.

5. Cancellations

Public Charters are generally non-refundable post-booking unless cancelled by GDPJ or the Operator. Specific cancellation rights and penalties will be outlined in the Operator-Participant Agreement provided at the time of purchase.

6. Force Majeure

In the event of a cancellation by the Operator or GDPJ (e.g., mechanical, weather), GDPJ will provide a full refund or substitute transportation at no additional cost, in accordance with Part 380 regulations.

7. Conduct

Passengers must adhere to the Conduct and Courtesy rules set forth in Annex A, Section 19. Violations may lead to denial of transportation without refund.

8. Liability/Indemnification

Member indemnifies GDPJ for any breaches of conduct or policy. GDPJ's liability is limited to the refund of the air fare as provided under the Public Charter regulations.

9. No Warranties

GDPJ disclaims all warranties beyond those explicitly mandated by 14 CFR Part 380 consumer protection statutes.