FlyVaunt Operator Agreement

OPERATOR ADDENDUMTo FlyVaunt, LLC Terms of Service

This Operator Addendum (“OA”) is entered into by the Operator named in the Signature block hereto (collectively “Operator,” “User,” “you” and “your”) and FlyVaunt, LLC, (collectively, “Vaunt,” “we,” “us” or “our”), effective as of ______________, 20___ (the “Effective Date”).

This OA incorporates by reference the Vaunt Terms of Service (“Vaunt TOS”), located online at https://flyvaunt.com/terms/ (the OA and Vaunt TOS collectively, the “Agreement”). Terms used in the Vaunt TOS shall have the same meaning in this OA.

Vaunt shall pay a Monthly Operator Participation Payment to Operators who are Users on the Vaunt Platform and are providing Eligible Flights to Vaunt Passenger Users beginning on the Effective Date.

Monthly Operator Participation Payments shall be made as follows:

  1. At the end of each calendar month, Vaunt shall calculate
    1. the total number of non-paid Flights completed with a Vaunt Passenger User onboard (each an “Eligible Flight”); then
    2. the number of Eligible Flights completed by each Operator; then

    3. the net amount of new Vaunt subscription sales received in such month (“Monthly Platform Income” or “MPI”). Monthly Platform Income shall include gross amounts for new subscriptions actually received, minus the costs deducted in Vaunt’s monthly platform income calculation, determined in accordance with Vaunt’s regular accounting practices and applied on a single, Platform-wide basis for all Operators and, in all material respects, on a consistent basis from month to month. Such costs include (i) hosting, software and software development costs (in each case only to the extent attributable to subscription sales or marketing efforts), messaging and telecommunications costs, tradeshow and event spend, sales compensation and commissions (however classified in Vaunt’s books and records), (ii) marketing, advertising, public relations and messaging spend attributable to subscription sales, including external media and SMS costs, (iii) fees paid to third-party consultants and contractors engaged in subscription sales or marketing efforts, (iv) payment processing and bank fees, chargebacks, disputes, refunds and costs of collection, and (v) taxes imposed on such subscription sales. MPI is a measure of net new subscription sales, and is not a measure of Vaunt’s profit or operating results. No other cost shall be deducted in calculating MPI, including salaries, wages and benefits of Vaunt personnel; general, administrative and overhead costs and any allocation thereof; information technology, software license, subscription service and software development costs (other than hosting, which is deducted above), including personnel and contractor costs therefor, except to the extent attributable to subscription sales or marketing efforts; legal fees; bad debt and uncollectible amounts; litigation costs and settlements; travel and entertainment costs (other than the tradeshow and event spend deducted above); and depreciation, amortization, interest and income taxes.

      No Operator-specific adjustment, exclusion or accommodation shall be made in the calculation of MPI; then

  2. Vaunt shall amortize the MPI amount to calculate the portion of such MPI to be distributed for such calendar month (the “Monthly Distribution Amount”); then
  3. All Monthly Distribution Amounts shall be combined into a total Monthly Platform Payment amount (“MPP”). For example, the MPP for February includes the Monthly Distribution Amount for that month, plus the Monthly Distribution Amount for the preceding month of January, etc. until all relevant months are fully amortized; then
  4. Vaunt shall calculate the Monthly Attribution Amount for each Operator by allocating a portion of the MPP equal to the number of Eligible Flights completed by such Operator during such month divided by the total number of Eligible Flights completed by all Operators during such month. (For example, if an Operator provided 10 out of 100 overall Eligible Flights in a month, then the Monthly Attribution Amount for that month shall be ten (10%) percent of the MPP); then
  5. Vaunt shall pay the Operator a Monthly Operator Participation Payment equal to sixty percent (60%) of the Monthly Attribution Amount.
  6. Vaunt shall distribute Operator payments on net 60 terms after the end of each calendar month.

EXAMPLE: If the MPP for a month is $100,000 and an Operator completed ten (10) out of a total of one hundred (100) Eligible Flights, then ten percent (10%) of the MPP, or Ten Thousand Dollars ($10,000), shall be allocated to that Operator; Operator shall be paid $6,000 as its Monthly Operator Participation Payment, and Vaunt shall retain the remaining $4,000.

Reimbursement for Third-Party Property Damage:

  1. Scope of Reimbursement

    Vaunt shall reimburse the Operator and the lessor(s) of any aircraft operated by the Operator (collectively, the “Covered Parties”) for actual, out-of-pocket costs incurred in repairing or remediating third-party property damage caused by or resulting from the actions or omissions of any Passenger involving restricted activities or misuse as defined herein. Reimbursable costs shall be limited to direct physical damage and necessary remediation, including reasonable repair, replacement, or cleaning expenses, but shall expressly exclude any damage attributable to normal wear and tear. Vaunt’s aggregate reimbursement obligation under this Section shall not exceed Twenty-Five Thousand Dollars ($25,000) per Flight, regardless of the number of incidents or claimants. In no event shall Vaunt be liable under this Section for any indirect, incidental, special, or consequential damages, including but not limited to lost profits, loss of use, diminution in value, or reputational harm.

  2. Insurance Coordination

    This reimbursement obligation shall apply only to the extent such costs are not covered by any applicable insurance maintained by the Covered Parties and shall in all cases be excess of and subordinate to any available insurance coverage. For the avoidance of doubt, reimbursement may be applied to satisfy any deductible or self-insured retention applicable to such insurance coverage. Vaunt shall have no obligation to reimburse any amounts to the extent the damage was caused by the gross negligence or willful misconduct of any Covered Party.

  3. Notice of Potential Claims

    The Operator must provide Vaunt with written notice of any potential claim under this Section as promptly as reasonably practicable, and in any event no later than two (2) business days after the applicable Flight or the Operator’s knowledge of the potential property damage. Reimbursement requests may only be submitted by the Operator, and not by any individual personnel or third parties. Vaunt shall have no obligation to consider or respond to any claims or requests made directly by any party other than the Operator.

  4. Submission of Supporting Documentation

    Complete supporting documentation for any reimbursement request must be submitted to Vaunt within thirty (30) days after the applicable Flight or discovery of the damage, and shall include reasonable evidence of the repair or cleaning costs incurred and the extent to which such costs are not reimbursed or covered by insurance, including but not limited to invoices, estimates, receipts, and relevant correspondence with insurers. Vaunt may, in its sole discretion, consider reimbursement requests submitted outside of the applicable timeframes, but shall have no obligation to do so.

  5. Offset Rights

    Vaunt may, in its sole discretion, offset any amounts owed or payable to the Operator under this Agreement against any amounts reimbursable by the Operator to Vaunt pursuant to this Agreement, including without limitation any refund obligations or reimbursements for losses under this Section. Vaunt’s right to offset shall not limit or waive any other remedies available at law or in equity, and shall apply regardless of whether the amounts owed are currently due or have been formally invoiced.

  6. Subrogation and Assignment of Claims

    To the extent Vaunt reimburses any Covered Party under this Section for costs that were not submitted to, or not reimbursed by, any applicable insurance policy, the Covered Parties hereby assign to Vaunt all rights to pursue recovery from the responsible Passenger(s) or other third parties for such reimbursed amounts. The Covered Parties shall reasonably cooperate with Vaunt in any such efforts, including by providing relevant documentation and information upon request. For clarity, this assignment shall not apply to any portion of a loss for which the Covered Parties have received, or expect to receive, compensation from an insurer. Nothing in this Section shall be construed to impair the rights of any insurer to pursue its own subrogation rights.

  7. Double Recovery and Refund Obligations

    Any reimbursement made by Vaunt under this Section shall, subject to the refund obligations set forth below and Vaunt’s offset rights under the Offset Rights subsection above, be deemed final and in full satisfaction of Vaunt’s obligations, and the Covered Parties shall ensure that no double recovery is pursued for the same damage through insurance or other third-party sources. To the extent any Covered Party receives insurance proceeds or other third-party compensation (including but not limited to recoveries from vendors, subcontractors, or indemnitors) for any costs reimbursed by Vaunt under this Section, the Operator shall promptly notify Vaunt in writing and refund to Vaunt, within ten (10) business days of receipt, the lesser of (a) the amount reimbursed by Vaunt or (b) the amount received from such third party(ies) in respect of the same damage. Under no circumstances shall the Covered Parties recover in the aggregate more than the actual out-of-pocket costs incurred. If the Operator receives or reasonably expects to receive full or partial compensation from any third party with respect to the same damage, it shall disclose such expectation to Vaunt in writing and shall not seek reimbursement for amounts that would result in aggregate recovery exceeding the actual cost of repair or remediation.

  8. Audit and Certification Rights

    Vaunt shall have the right, upon reasonable prior notice and during normal business hours, to request and review documentation reasonably necessary to confirm compliance with this Section, including proof of any third-party recoveries related to the damage. As a condition to receiving reimbursement, the Operator shall certify in writing that no Covered Party has received and does not expect to receive compensation from any third party for the same costs, except as previously disclosed in writing to Vaunt.

  9. Passenger Disputes

    In the event a Passenger disputes a charge related to damage for which the Operator has sought or received reimbursement from Vaunt under this Agreement, Vaunt shall have the right to coordinate and communicate directly with the Passenger regarding such dispute. The Operator shall cooperate in good faith with Vaunt in investigating and responding to the dispute, including by providing supporting documentation, estimates, or photographs upon request. The Operator shall not independently negotiate, settle, or refund any such claim directly with the Passenger without Vaunt’s prior written consent, except as required by applicable insurance policies or upon the express instruction of the Operator’s insurer. Nothing in this Section shall be construed to limit or impair the Operator’s obligations to its insurer, or the rights of any insurer to control, settle, or subrogate any claim.

  10. Definitions

    “Restricted activities” refers to any actions prohibited by Vaunt’s policies or the Operator’s Terms, including but not limited to unauthorized use, hazardous behavior, violations of safety regulations during the Flight, or any conduct that jeopardizes the safety, legality, or operational integrity of the Flight.

    “Misuse” refers to any improper or unlawful use of the services or aircraft operated by the Operator during the Flight, including but not limited to failure to comply with Vaunt’s policies, the Operator’s Terms, or applicable laws and regulations governing aviation safety and conduct.

    “Operator’s Terms” means the Operator’s own terms and conditions, conditions of carriage, or similar policies applicable to the Flight.

General Terms

  1. By executing this Agreement, Operator is not obligated to offer or provide Aviation Services on the Vaunt Platform.
  2. Operator or Vaunt may terminate this Agreement at any time upon notice to the other party.
  3. Operator and Vaunt agree to cooperate in providing assistance and information reasonably required to enable the Vaunt Services and Operator’s provision of the Aviation Services through the Vaunt Platform.

IN WITNESS WHEREOF, Vaunt and Operator have caused this Agreement to be executed as of the Effective Date.

Company:

FlyVaunt, LLC

By:_________________________

Name:_______________________

Title:______________________

Date:_______________________

email:______________________

Operator:

____________________________

By:_________________________

Name:_______________________

Title:______________________

Date:_______________________

email:______________________

FAA Certificate Information:

____________________________

Rev 20260910