FlyWith

Terms of Service

Effective Date: March 1, 2026

Last Updated: March 30, 2026

Welcome to the Terms of Service (the "Terms") for FlyWith.com, Inc. (for purposes of these Terms, "FlyWith," "we," "our," and "us"). Please read on to learn the rules and restrictions that govern your use of our website, mobile application, and all related services that reference these Terms (collectively, the "Services" or "Digital Services"). If you have any questions, comments, or concerns regarding these Terms or the Services, please contact us at:

Email: legal@flywith.com

These Terms govern your use of the Services and provide important information about them. Your use of the Services in any way means that you agree to all of these Terms, and these Terms will remain in effect for so long as you access the Services, use or retain any content from the Services, and until any disputes arising from such use receive final resolution. These Terms include the provisions in this document as well as those in the Privacy Policy. Your use of the Services may also be subject to additional policies, rules, and conditions ("Additional Terms") — such as our Membership Agreement or Charter Services Agreement (each, an "Operative Agreement") — that will be displayed or linked to when applicable, and which are incorporated herein by reference. To the extent there is a conflict between these Terms and an applicable Operative Agreement, the Operative Agreement will control.

If you do not agree with the Terms or the Privacy Policy, you must immediately stop using the Digital Services. Your use or non-use of the Digital Services does not impact your status as a FlyWith Member, and you may still participate in FlyWith programs by communicating with us through other means, in which case your Operative Agreements shall govern.

These Terms are written in the English language. We do not guarantee the accuracy of any translated versions. To the extent any translated version conflicts with the English language version, the English language version shall control.

What is FlyWith and How Do the Services Work?

FlyWith brings together a select community of private flyers. Through our platform, Members discover shared travel opportunities and connect with trusted operators — all within a carefully curated, invitation-only network.

When you arrange travel through FlyWith, you will be entering into a booking arrangement directly with the applicable operator providing that service. Your flight will be operated by an independent, licensed and registered carrier — not by FlyWith — and the operator may require you to enter into their own terms and conditions, which are separate from these Terms. FlyWith is not a party to any agreement between you and an operator, and any recourse related to operations is solely against the operator.

We may offer various ancillary services from time to time, performed by third-party providers and governed by applicable Additional Terms.

Changes to Terms

We are constantly working to improve our Services, so these Terms may need to change over time. We reserve the right to change the Terms at any time. When we do, we will place a notice on our site at flywith.com, send you an email, and/or notify you by some other means, including a banner or pop-up notice within the Digital Services. Changes will appear on the FlyWith website.

If you don't agree with the new Terms, you are free to reject them; unfortunately, that means you will no longer be able to use the Services. If you use the Services in any way after a change to the Terms is effective, that means you agree to all of the changes, whether or not you have actually reviewed them. Please check the Terms periodically for updates.

Except for changes by us as described here, no other amendment or modification of these Terms will be effective unless in writing and signed by both you and us.

Membership and Eligibility

The Services are exclusively available to individuals who have received and accepted a valid invitation to join FlyWith. Membership is a revocable privilege, not a right. FlyWith reserves the sole and absolute discretion to grant, deny, suspend, or revoke Membership at any time, with or without cause. These Terms shall remain in full force and effect while you use the Digital Services. FlyWith may terminate your account or your license to use the Digital Services at any time, without warning, in its sole discretion for reasons including, but not limited to, failure to abide by these Terms, the Privacy Policy, an Operative Agreement, or non-payment of fees. Even after termination, these Terms and the Privacy Policy will remain in effect and will govern any dispute arising out of your use of the Digital Services.

The Digital Services are intended solely for individuals who are eighteen (18) years of age or older. By using the Digital Services, you represent and warrant that you are at least eighteen (18) years of age and otherwise have capacity to contract. Use of the Digital Services is void where prohibited. The Digital Services are intended for a United States audience and are controlled and offered by FlyWith from Delaware. FlyWith makes no representations that the Digital Services are appropriate or available for use outside the United States, and those who access the Digital Services from other jurisdictions are responsible for compliance with local law.

Membership is personal to you and may not be sold, transferred, assigned, or shared with any third party. Any attempted transfer shall be null and void and may result in immediate termination of Membership.

Notwithstanding the foregoing, FlyWith may permit authorized delegates or secondary account holders to access a Member account and make bookings on behalf of the primary Member, as further described in the applicable Operative Agreement. The primary Member remains responsible for all activity conducted through their account, including any bookings or actions taken by authorized delegates.

Access to flight booking and reservation features requires an active, paid Membership subscription in good standing. FlyWith reserves the right to restrict or suspend booking functionality for Members whose subscriptions have lapsed, are past due, or are otherwise not in good standing.

Data Privacy

FlyWith takes the privacy of its Members very seriously. For the current FlyWith Privacy Policy, please visit: flywith.com/privacy. By using the Services, you consent to the collection and use of your data as described in the Privacy Policy, which is incorporated into these Terms by reference.

FlyWith may share certain Member information with Charter Operators as necessary to facilitate your Bookings, including name, gender, contact details, government identification, and any other information required by federal aviation security regulations. Such sharing is subject to the Privacy Policy and applicable law.

FlyWith may also share payment information, travel preferences, flight history, and other data you provide through the Services with Charter Operators, aviation authorities, and service providers as necessary to fulfill bookings and comply with applicable regulations, as further described in the Privacy Policy.

Children's Online Privacy Protection Act

The Children's Online Privacy Protection Act ("COPPA") requires that online service providers obtain parental consent before they knowingly collect personally identifiable information online from children who are under 13 years of age. We do not knowingly collect or solicit personally identifiable information from children under 13 years of age; if you are a child under 13 years of age, do not attempt to register for or otherwise use the Services or send us any personal information. By using our Services, you acknowledge that you are over the age of 13 and are permitted to use the Services in accordance with our Privacy Policy and these Terms. If we learn we have collected personal information from a child under 13, we will delete that information as quickly as practicable. If you believe that a child under 13 may have provided us personal information, please contact us at legal@flywith.com.

Using Our Services

You represent and warrant that you are an individual of legal age to form a binding contract. If you are agreeing to these Terms on behalf of an organization or entity, you represent and warrant that you are authorized to agree to these Terms on that entity's behalf and bind them to these Terms (in which case, references to "you" and "your" refer to that organization or entity).

You shall use the Services solely for personal, non-commercial purposes, or for commercial use by your business entity, and not on behalf of or for the benefit of any third party, and only in a manner that complies with all applicable laws. If your use of the Services is prohibited by applicable law, you are not authorized to use the Services. We cannot and will not be responsible for your using the Services in a way that breaks the law.

Digital Services Accounts, Password, and Security

In order to access some of the Digital Services, you will activate a password to use the Services in connection with your FlyWith account. You are entirely responsible for maintaining the confidentiality of your password and for the confidentiality and security of your personal information sent from or stored on your mobile device by the Digital Services. You agree to notify FlyWith immediately at legal@flywith.com if you suspect any unauthorized access to or use of your account, access to your username or password, or any other breach of security.

You are solely responsible for any and all use of your account. You acknowledge that your account is personal to you and agree not to provide any other person with access to the Services using your username, password, or other security information. FlyWith will not be liable for your losses caused by any unauthorized use of your account. You agree that all information you provide to create an account, or otherwise in connection with the Services, is governed by our Privacy Policy, and you consent to all actions we may take with respect to your information consistent with our Privacy Policy.

We have the right to disable any username, password, or other identifier at any time in our sole discretion for any reason, including if, in our opinion, you have violated any provision of these Terms.

Fees

You acknowledge that FlyWith charges fees for some of its services and that FlyWith reserves the right to change its fees from time to time in its discretion, subject to the terms of any applicable Operative Agreement(s). If FlyWith terminates your account or revokes your privileges to use the Digital Services because you have breached these Terms, Privacy Policy, or any other agreement governing your relationship with FlyWith, you may not be entitled to a refund of any unused portion of any reservation or other fees. Nothing in this paragraph is intended to conflict with or supersede the Operative Agreement(s) or any other FlyWith policies regarding use of services, fees, and/or refunds.

Use of the Digital Services does not include the provision of a mobile device or other necessary equipment to access them. To use the Digital Services, you will require Internet connectivity and appropriate telecommunication links. FlyWith shall not have any responsibility or liability for any telephone or other connectivity costs you may incur.

All payments made through the Services are processed by third-party payment processors. By submitting payment information, you authorize FlyWith and its payment processors to charge all applicable fees, taxes, and surcharges to your designated payment method. Cancellation and refund policies vary by Charter Operator and are specified in each Charter Listing at the time of booking. Notwithstanding the foregoing, FlyWith may administer refunds and cancellation workflows on behalf of Charter Operators through the Platform, subject to applicable cancellation policies, grace periods, and processing timelines. Any refund processed through the Platform may take up to ten (10) business days to appear in your account.

For Charter flight bookings, the host Member may be required to pay a deposit at the time of booking, with the remaining balance due prior to departure. FlyWith may place a pre-authorization hold on your designated payment method. Pre-authorization holds are not charges but will temporarily reduce your available credit or funds. By completing a booking, you acknowledge and consent to these deposit, hold, and capture practices.

Membership Cancellation. New Members have a twenty-four (24) hour rescission period following the initial acceptance of a Membership, during which time FlyWith will not charge your payment method or formally collect payment. Notwithstanding the foregoing, if a new Member wishes to book a flight during this 24-hour rescission window, payment will be collected at that time as a condition of completing the booking. Once payment has been collected and your Membership has been activated, Membership fees are non-refundable on a pro-rated or partial-year basis. If you cancel your Membership during a plan year, you will not receive a refund for any unused portion of your subscription term.

Messaging

As part of the Services, you may receive communications through the Services, including messages that FlyWith sends you (for example, via email or SMS) regarding your Membership, Bookings, and platform updates. By using the Services, you consent to receive such communications from FlyWith.

SMS/Text Messaging Terms

FlyWith offers an SMS notifications program ("FlyWith SMS Notifications") to keep Members informed about their flight bookings and related activity. By providing your mobile phone number and affirmatively opting in during the booking process on the FlyWith mobile app or website, you consent to receive recurring automated text messages from FlyWith. These messages may include:

Message frequency varies based on your booking and flight activity. Message and data rates may apply. FlyWith does not charge for SMS messages, but your mobile carrier's standard messaging rates may apply. Consult your carrier for details.

You may opt out of FlyWith SMS Notifications at any time by texting STOP to any message you receive from FlyWith. After opting out, you will receive a single confirmation message and will no longer receive SMS notifications. You may opt back in at any time by texting START or by updating your notification preferences in the FlyWith app or website.

For help or questions about FlyWith SMS Notifications, text HELP to any FlyWith message or contact us at support@flywith.com.

FlyWith respects your privacy. Your phone number and opt-in data will not be shared with or sold to third parties or affiliates for marketing or promotional purposes. For more information, see our Privacy Policy.

Supported carriers include but are not limited to AT&T, T-Mobile, and Verizon. FlyWith and mobile carriers are not liable for delayed or undelivered messages.

Security and Usage Restrictions

You agree not to circumvent, disable, or otherwise interfere with the security and functionality of the Digital Services or of features that prevent or restrict use or copying of any content or that enforce limitations on use of the Digital Services or the content therein.

You represent, warrant, and agree that you will not provide or contribute anything, including any Content (as defined below), to the Services, or otherwise use or interact with the Services, in a manner that:

Failure to abide by these provisions may subject you to civil or criminal legal action and may result in termination of your FlyWith account or license to use the Digital Services.

User Contributions

The Digital Services may contain features that allow you to post, submit, publish, display, or transmit content or materials (collectively, "User Contributions") to us or on the Services. FlyWith does not claim ownership of your User Contributions. FlyWith may quote or reproduce your User Contributions (if you have made them public), in whole or in part, in order to promote the Services.

By submitting User Contributions to the Services, you grant FlyWith a non-exclusive, royalty-free, worldwide, sublicensable, and transferable license to use, reproduce, modify, display, and distribute such User Contributions in connection with operating and improving the Services. You represent and warrant that you have all rights necessary to grant this license and that your User Contributions do not infringe the rights of any third party.

You acknowledge that we do not pre-screen User Contributions, but that FlyWith and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any User Contributions that violate these Terms or are otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content and User Contributions.

Intellectual Property

FlyWith and the FlyWith logo may not be used by you for any reason other than as expressly permitted by these Terms. "FlyWith," "flywith.com," and other graphics, logos, designs, page headers, button icons, scripts, and service names are trademarks, trade names, trade dress, or other intellectual property of FlyWith in the U.S. and potentially other countries. FlyWith's trademarks and trade dress may not be used, including as part of trademarks and/or domain names, in connection with any product or service in any manner that is likely to cause confusion, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of FlyWith.

The Digital Services and their entire contents, features, and functionality (including but not limited to all information, software, text, graphics, data, images, video, and audio, and the design, selection, and arrangement thereof) are owned by FlyWith, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, trade dress, patent, trade secret, and other intellectual property laws.

Subject to these Terms, FlyWith grants each Member a limited, non-exclusive, non-sublicensable, and non-transferable license to access and use the Digital Services solely for personal, non-commercial use. You have the right to view and electronically access portions of the Digital Services for personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, republish, download, store, transmit, or otherwise exploit for any purpose any Content not owned by you, without the prior written consent of the owner of that Content, or in a way that violates someone else's (including FlyWith's) rights.

No right, title, or interest in or to the Digital Services or any content on the Digital Services is transferred to you, and all rights not expressly granted in these Terms are reserved by FlyWith.

Monitoring and Enforcement

We have the right to: (i) take any action with respect to any User Contribution that we deem necessary or appropriate in our sole discretion, including if we believe that such User Contribution violates these Terms, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of any FlyWith Member, users of the Digital Services or the public, or could create liability for FlyWith; (ii) disclose your identity or other information about you to any third party who claims that material posted by you violates their rights; and (iii) take appropriate legal action, including referral to law enforcement, for any illegal or unauthorized use of the Digital Services.

Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the Digital Services.

YOU WAIVE AND HOLD HARMLESS FLYWITH AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY FLYWITH OR ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER FLYWITH, SUCH PARTIES, OR LAW ENFORCEMENT AUTHORITIES.

We do not undertake to review all User Contributions or other material posted by third parties before it is posted on the Digital Services and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding such User Contributions or other material. We do not control all information available on the Digital Services, and all opinions, advice, services, offers, or other information or content disseminated through the Digital Services are those of their respective authors, who are solely liable for their content.

Content Exposure and Third-Party Sites

Any information or Content publicly posted or privately transmitted through the Services is the sole responsibility of the person from whom such Content originated. We are not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content, and you hereby release us from all liability for your having acquired or not acquired Content through the Services.

The Services may contain links or connections to third-party websites or services that are not owned or controlled by FlyWith. FlyWith has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of any third-party website or service. In addition, FlyWith will not and cannot monitor, verify, censor, or edit the content of any third-party site or service. We encourage you to be aware when you leave the Services and to read the terms and conditions and privacy policy of each third-party website you visit. By using the Services, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

Your interactions with Charter Operators and other individuals found through the Services, including delivery of charter flights or other services, are solely between you and such parties. In the event that you have a dispute with one or more other users or Charter Operators, you release FlyWith, its directors, officers, employees, agents, and successors from claims, demands, and damages of every kind, known or unknown, arising out of or in any way related to such disputes and/or the Services.

Changes to the Services

We are always trying to improve our Services, so they may change over time. We may suspend or discontinue any part of the Services, introduce new features, impose limits on certain features, or restrict access to parts or all of the Services. We reserve the right to remove any Content from the Services at any time, for any reason, in our sole discretion, and without notice. FlyWith may discontinue or remove the Digital Services or any portions thereof at any time for any reason.

Termination

You may stop using our Services at any time by contacting us at support@flywith.com. Please refer to our Privacy Policy to understand how we treat information you provide to us after you have stopped using the Services.

FlyWith is also free to terminate (or suspend access to) your use of the Services for any reason at our sole discretion, including your breach of these Terms. FlyWith has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Provisions that, by their nature, should survive termination of these Terms shall survive, including without limitation: any obligation you have to pay us or indemnify us, any limitations on our liability, any terms regarding ownership or intellectual property rights, and all terms regarding dispute resolution, including the arbitration agreement.

Notices

You agree that we may provide notices to you, including changes to these Terms and/or the Privacy Policy, in any one of the following ways: (a) a banner or pop-up notice on one or more of the Digital Services; (b) an email sent to an address you provided; or (c) through other means including mobile number, telephone, or mail.

Disclaimer

YOU AGREE THAT YOUR USE OF THE DIGITAL SERVICES SHALL BE AT YOUR SOLE AND EXCLUSIVE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, FLYWITH DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE DIGITAL SERVICES AND YOUR USE THEREOF. FLYWITH MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE DIGITAL SERVICES' CONTENT OR THE CONTENT OF ANY SITES LINKED TO THE DIGITAL SERVICES AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE DIGITAL SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DIGITAL SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE DIGITAL SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE DIGITAL SERVICES; AND (VII) FLIGHT SHARING, WHETHER COORDINATED THROUGH THE DIGITAL SERVICES OR OTHERWISE. THE DIGITAL SERVICES ARE PROVIDED "AS-IS," "WHERE IS" AND "AS AVAILABLE" AND FLYWITH EXPRESSLY DISCLAIMS ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

IN NO EVENT SHALL FLYWITH, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, OR ASSIGNS BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE RESULTING FROM YOUR ACCESS TO AND USE OF THE DIGITAL SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE DIGITAL SERVICES; (V) ANY BUGS, VIRUSES, OR TROJAN HORSES TRANSMITTED TO OR THROUGH THE DIGITAL SERVICES BY ANY THIRD PARTY; (VI) FLIGHT SHARING, WHETHER COORDINATED THROUGH THE DIGITAL SERVICES OR OTHERWISE; AND (VII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE DIGITAL SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE COMPANY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL THE LIABILITY OF FLYWITH, ITS OFFICERS, MEMBERS, MANAGERS, EMPLOYEES, OR AGENTS, SUCCESSORS, OR ASSIGNS EXCEED, IN THE AGGREGATE FOR ALL CLAIMS, AN AMOUNT THAT IS THE LESSER OF (A) THE ANNUAL DUES PAID BY MEMBER FOR THE YEAR IN WHICH THE EVENT GIVING RISE TO LIABILITY OCCURRED, IF ANY, OR (B) US $1,000. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Notwithstanding any other provision of these Terms, neither FlyWith nor any Charter Operator shall be liable for any failure or delay in performance resulting from causes beyond their reasonable control, including but not limited to acts of God, natural disasters, pandemics, government actions or regulations, air traffic control restrictions, national emergencies, or other force majeure events ("Force Majeure Events"). In the event a Charter flight is cancelled or delayed due to a Force Majeure Event, FlyWith will use commercially reasonable efforts to facilitate a refund or credit of amounts paid through the Platform, subject to the terms of the applicable Operative Agreement and any applicable Charter Operator policies. FlyWith does not guarantee refunds in connection with Force Majeure Events and shall have no liability for losses, costs, or expenses arising therefrom.

Indemnity

You agree to indemnify and hold the FlyWith Parties harmless from and against any and all claims, liabilities, damages (actual and consequential), losses, and expenses (including reasonable attorneys' fees) arising from or in any way related to: (a) your use of the Services; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; (d) your User Contributions; or (e) any dispute between you and a Charter Operator or any other third party. In the event of such a claim, FlyWith will attempt to provide notice to the contact information we have for your account (provided that failure to deliver such notice shall not eliminate or reduce your indemnification obligations hereunder).

Assignment

You may not assign, delegate, or transfer these Terms or your rights or obligations hereunder, or your Digital Services account, in any way (by operation of law or otherwise) without FlyWith's prior written consent. We may transfer, assign, or delegate these Terms and our rights and obligations without consent.

Governing Law, Venue, and Jurisdiction

These Terms and the Privacy Policy shall be governed by the substantive laws of the State of Delaware, without regard to its conflicts of laws principles. Any claim or dispute between you and FlyWith that arises in whole or in part from the Digital Services shall be decided exclusively by binding arbitration or a court of competent jurisdiction located in the State of Delaware, in accordance with the Arbitration section below. You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Delaware.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with FlyWith and limits the manner in which you can seek relief from FlyWith.

YOU AND FLYWITH AGREE THAT THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THESE TERMS OF SERVICE, THE PRIVACY POLICY, AND/OR THE DIGITAL SERVICES SHALL BE FINAL AND BINDING ARBITRATION.

(a) Arbitration Rules; Applicability

The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. Either FlyWith or you may demand that any dispute must be settled by arbitration utilizing the Commercial Arbitration Rules of the American Arbitration Association ("AAA") in Los Angeles County, California provided that the foregoing shall not prevent FlyWith from seeking injunctive relief in a court of competent jurisdiction. The arbitration will proceed in the English language, by one commercial arbitrator with substantial experience in resolving commercial contract disputes. Judgment on the arbitral award may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration

The AAA rules will govern payment of all arbitration fees. FlyWith will not seek its attorneys' fees and costs in arbitration unless the arbitrator determines that your claim is frivolous.

(c) Small Claims Court; Infringement

Either you or FlyWith may assert claims, if they qualify, in small claims court in Delaware or any United States county where you live or work. Furthermore, notwithstanding the obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.

(d) Waiver of Jury Trial

YOU AND FLYWITH WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. IN ANY LITIGATION BETWEEN YOU AND FLYWITH OVER WHETHER TO VACATE OR ENFORCE AN ARBITRATION AWARD, YOU AND FLYWITH WAIVE ALL RIGHTS TO A JURY TRIAL, AND ELECT INSTEAD TO HAVE THE DISPUTE RESOLVED BY A COURT JUDGE.

(e) Waiver of Class or Consolidated Actions

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NO ARBITRATION OR CLAIM UNDER THESE TERMS SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. ALL CLAIMS AND DISPUTES MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS ONLY. IF THIS WAIVER IS DEEMED INVALID OR UNENFORCEABLE, NEITHER YOU NOR FLYWITH IS ENTITLED TO ARBITRATION; INSTEAD, ALL CLAIMS WILL BE RESOLVED IN A COURT IN LOS ANGELES COUNTY, CALIFORNIA.

(f) Opt-Out

You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@flywith.com, postmarked within thirty (30) days of first accepting these Terms. You must include: (i) your name and residence address; (ii) the email address and/or telephone number associated with your account; and (iii) a clear statement that you want to opt out of the arbitration agreement.

(g) Exclusive Venue

If you send the opt-out notice described in (f), and/or in any circumstances where the foregoing arbitration agreement permits litigation, both you and FlyWith agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in Los Angeles County, California.

(h) Statute of Limitations

YOU AND FLYWITH AGREE THAT ANY CAUSE OF ACTION BROUGHT BY YOU ARISING OUT OF OR RELATED TO THE DIGITAL SERVICES MUST COMMENCE IN THE AFOREMENTIONED ARBITRAL FORUM WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

(i) Severability

If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with FlyWith.

Entire Agreement and Miscellaneous

These Terms of Service, together with your applicable Operative Agreement(s), the Privacy Policy (each as amended from time to time), and any other legal notices published by FlyWith pursuant to the Notices provision, shall constitute the entire agreement between you and FlyWith concerning your use of the Digital Services. If any provision of these Terms is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions, which shall remain in full force and effect. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and FlyWith's failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Services. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of FlyWith, and you do not have any authority of any kind to bind FlyWith in any respect whatsoever. You and FlyWith agree there are no third-party beneficiaries intended under these Terms.

Disclaimer about Information Accuracy: Although every effort has been made to provide complete and accurate information, FlyWith makes no warranties, express or implied, as to the accuracy of the content on the Services. FlyWith assumes no liability or responsibility for any error or omission in the information contained in the Services or the operation of the Services.

Legal

FlyWith serves as an agent for air carrier services on behalf of its members. All aircraft and air carriers identified by FlyWith are fully certified by the Federal Aviation Administration and the U.S. Department of Transportation under Part 135 and Part 298 of their regulations. The air carriers are solely responsible for the air transportation FlyWith arranges on behalf of our members.

Third-Party Hosting

The FlyWith Digital Services are hosted by third-party vendors including cloud infrastructure providers. Use of your personal information is also subject to our hosting vendors' policies. The FlyWith mobile application is offered subject to the various terms and conditions of the mobile application platforms through which it is offered, including the Apple App Store and Google Play Store.

Notice of Copyright Infringement

We respect the intellectual property rights of others and prohibit our users from using the Services in ways that violate those rights. If you believe that your intellectual property right is infringed by any Content or materials on the Services, please contact us at legal@flywith.com with a written notification containing: (i) a description of the copyrighted work you believe has been infringed; (ii) a description of where the allegedly infringing material is located on the Services; (iii) your contact information; (iv) a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner; and (v) a statement, made under penalty of perjury, that the information provided is accurate.

Violations

Please report any violations of this Agreement to our team at legal@flywith.com.

Questions

To ask questions about these Terms of Service, please contact us at:

Email: legal@flywith.com