REVAIRE INC. MEMBERSHIP AGREEMENT

Purchase of Membership

By checking the box agreeing to this Membership Agreement during the sign-up process, you acknowledge that you have read, understood, and agree to be bound by the terms and conditions outlined herein. This Membership Agreement, along with the Code of Conduct, and Charter Terms, governs your membership with Revaire Inc. (“Revaire” or the “Club”). The Member agrees to pay the applicable initiation fee and membership dues as specified in the Membership Plan, except for membership tiers which are exempt from these fees and others that Revaire identifies at its sole discretion. Applicable fees are payable upon acceptance of this Agreement by Revaire. The Member agrees the initiation fee is non-refundable except as otherwise provided herein. The Membership will be issued in the name of one individual only.

Payment of Dues, Fees, and Charges

The Member agrees to pay all applicable membership dues, fees, and charges incurred in connection with the Membership, together with any applicable taxes, except for Founding Members and other membership tiers which may be exempt from these payments, and others that Revaire identifies at its sole discretion. Payment is due as specified below, and the Member authorizes Revaire to charge the credit or debit card on file for any dues, fees, and charges. All payments will be processed via a reputable payment processor. Failure to maintain a valid payment method may result in suspension or termination of membership. Revaire reserves the right to change the amount of dues and fees at its sole discretion with notice provided to Members.

For the avoidance of doubt, Founding Members are not subject to the remainder of Section II for their current Revaire membership, which comes with zero initiation fee and no membership dues.

Payment Terms

Initiation Fees: Payable upon acceptance of the Membership Agreement.

Membership Dues: Dues are payable annually in advance. Members are obligated to pay dues for the full 12 months of the annual membership term. Dues shall be paid according to the date of membership acceptance and will automatically renew each year on the anniversary date of membership.

Annual Renewal: Membership will automatically renew on each anniversary of the Member’s joining date, unless the Member cancels their membership by providing written notice via email to Revaire at least 30 days prior to the automatic renewal date. If no notice is received, the Member will be deemed to have elected to continue the Membership for another year.

Late Payments: Failure to maintain timely payments may result in the suspension or termination of membership. Revaire reserves the right to suspend membership privileges until all outstanding dues and fees are paid in full.

Special Economic Arrangements: Revaire reserves the right to make special economic arrangements with prospective or existing Members without offering the same terms to others, including providing special discounts, waivers, financing, or other incentives at its sole discretion.

Refunds

Initiation Fee: Non-refundable except as otherwise expressly provided herein.

Membership Dues: Non-refundable except in the case of termination of membership by Revaire for reasons other than violation of the Code of Conduct or other rules, in which case a pro-rata refund may be provided.

Membership Tiers and Duration

Membership in Revaire is subject to the following terms:

Founding Member

Application Process: Hand-selected by the founders, investors, and advisors

Initiation & Membership Fees: Zero initiation fee and no membership fees for life

Benefits: Early access to pre-launch and discounted flight options, free companion traveler access for two companions per flight, and the ability to nominate up to ten individuals for accelerated approval and Founding Membership privileges until Founding Member tier is closed.

Elite Member

Memberships Offered: Limited

Application Process: Standard application process with invitations as capacity becomes available

Initiation & Membership Fees: Zero initiation fee, no membership fees for the first three years, then an annual fee (TBD)

Benefits: Free companion traveler access for one companion per flight, and the ability to nominate up to five individuals for accelerated approval without initiation fees until the Elite Membership tier is closed.

Premier Member

Memberships Offered: Limited based on availability

Application Process: Standard application process with invitations as capacity becomes available

Initiation & Membership Fees: Initiation fee (TBD) and an annual membership fee (TBD)

Benefits: Companion traveler access for one companion per flight with an applicable fee, and standard referral privileges.

All classes of membership are lifetime approvals but are revocable at any time at the sole discretion of Revaire. Membership will be automatically renewed on each anniversary of the Member’s joining of the platform, provided that the Member and their guests abide by the Revaire Code of Conduct and other terms set forth by Revaire. Members who wish to cancel their membership must provide written notice via email to Revaire at least 30 days prior to the automatic renewal date. If no notice is received, the Member will be deemed to have elected to continue the Membership for another year.

Acknowledgment of Membership Rights

The Member acknowledges that membership in Revaire permits the Member to use the Club’s services and participate in its offerings in accordance with this agreement. Membership does not provide an equity or ownership interest in Revaire or its services. The Club reserves the right to amend, modify, or terminate the Membership Agreement at its sole discretion. All rights and privileges of Members are subordinate to the lien of any mortgage or other security-type instrument encumbering the Club’s assets from time to time. Membership in Revaire is not an investment in the Club and does not give a Member a vested or prescriptive right to use the Club’s services or facilities.

Membership Plan Documents

The Member acknowledges receipt of this Membership Agreement and agrees to be bound by their terms and conditions. Changes to the Membership Agreement will be communicated to Members, and continued use of membership benefits constitutes acceptance of such changes. The failure of Revaire to insist upon strict performance of any terms or provisions of this Agreement shall not be construed as a waiver of any rights or remedies.

Access to Aircraft

Members have access to flights operated by FAA-certified Part 135 operators managed through Revaire’s platform, which retain full operational control of every flight. REVAIRE DOES NOT OPERATE ANY AIRCRAFT. Aircraft assignment will be based on availability from our operating partners, ranging from turboprop planes to heavy jets, all of which will always have two pilots. Members will be able to review their aircraft type prior to confirming interest in a flight, but will not be able to choose their aircraft, which will be assigned based on the best match for their itinerary. Please refer to the Revaire Charter Terms (the “Charter Terms”) for detailed information regarding flight services.

Booking Process

Members can book flights via the Revaire app. The app facilitates streamlined booking of empty leg flights and shared charters (defined below) by matching members with similar itineraries, allowing them access discounted flights and/or share the cost of a private charter flight. This seamless booking process prioritizes convenience and efficiency. Please refer to the Charter Terms for detailed information on the booking process, cancellation policy, etc.

Additional Services

Revaire may provide information regarding ground transportation options at partner FBOs (private airports). Members are responsible for coordinating their own travel to and from FBOs and we recommend using a car service. Revaire is not responsible for moving a car if a Member arrives at a different location from where they left from. There is no guarantee that rideshare services will always be available at all FBOs. Revaire team members can help to determine this availability if needed.

Guest Policy

Members can have limited accompanied guests on flights as detailed in the membership tiers. Additional companions may be subject to fees and must be registered during booking. Guests on any shared charter must be at least 12 years of age to preserve a respectful flight environment. All guests are bound by the Code of Conduct, and Members are responsible for their guests’ behavior. If a Member’s guest violates the Code of Conduct, the Member’s membership will be revoked. If a Member opts to book a full aircraft, they may bring as many guests as the aircraft can hold, provided all guests comply with the Code of Conduct.

Members are financially responsible for their guests. Payment for flights must be made by the Member, and the Member is financially responsible for any damage or excess cleaning costs required due to their guests. More details can be found in the Charter Terms.

Members must submit their passenger manifest with all required information in advance of the flight as defined in the booking process of each individual flight. The aircraft will not wait for passengers who arrive late.

Baggage Allowance

Each passenger is allowed one carry-on sized bag and one personal item (small backpack, purse, briefcase, etc.). Requests for larger baggage allowances must be pre-approved, are not guaranteed due to size of aircraft and may incur additional charges. Unapproved bags will be rejected at boarding, with no refunds for denied baggage or a passenger who chooses not to take a flight because they are unable to travel with their luggage. More details can be found in the Charter Terms.

Usage Rules

Revaire arranges flights based on member demand and aircraft availability.

Empty Legs: These are last-minute flights offered at discounted rates.

Shared Charters: These flights can be arranged further in advance, offering personalization and shared costs among members for a more cost-effective private jet experience.

Members must agree to the Charter Terms prior to each flight. The Charter Terms are updated regularly and will take precedence over any conflicting provisions in this Agreement, Code of Conduct, or other related documents.

Cancellations and Changes

Due to the speed at which Revaire operates, once a member confirms their interest in a booking, cancellations are not allowed within 7 days of the scheduled flight. Within this 7-day period, Revaire may, at its discretion, offer a refund in the form of flight credit, but this is not guaranteed.

No-Show Policy

No-shows or late arrivals for a flight will not be refunded. Members should arrive 30 minutes before departure. If all members arrive early and the schedule allows, Revaire will attempt to depart early. The aircraft will not wait for those who arrive late.

Code of Conduct

Members must abide by the Revaire Code of Conduct, which includes:

Pre-Flight: Arriving at least 30 minutes before departure. Airport staff and pilots will assist with check-in and luggage.

On-Board: Respecting fellow members’ privacy and productivity. Adhering to safety briefings and crew instructions.

Safety: Compliance with safety protocols and crew instructions is mandatory. Flight crew have full discretion over flight operations and reserve the right to deny boarding to anyone for any reason. Denial of boarding will result in an immediate revocation of membership, including the denial of a member’s guest.

Key Conduct Rules

Respect and Privacy: Treat fellow members and staff with the utmost respect. Uphold the privacy of others as if it were your own.

Crew Authority: THE CREW HAS FULL DISCRETION OVER THE AIRCRAFT. Members and guests must comply with all instructions given by the crew.

Safety First: Adhere to all safety instructions provided by the crew. Disruptive or unsafe behavior will result in immediate action and revocation of membership.

Compliance with Laws: Follow all applicable laws and regulations, including those related to travel and security.

Controlled Substances: Zero tolerance for the transportation or use of narcotics or controlled substances, including cannabis products.

Intoxication: Intoxicated passengers will be denied boarding and have their membership revoked.

Smoking and Vaping: Not permitted on any flight.

Respectful Behavior: Harassment, offensive behavior, or disrespect towards others is strictly forbidden.

Do Not Disturb Rule: Many of our members use their travel time to work, refuel, and/or relax. If a passenger seeks to keep to themselves during a flight, please respect that.

Damage to Aircraft: Any damage to the aircraft or amenities will result in financial responsibility for repairs and potential revocation of membership. This includes actions that require excess cleaning of an aircraft. Respect the plane as if it were your own.

Privacy: Respect the privacy of other passengers; no unauthorized photos or videos.

Member Responsibility: Members are responsible for the conduct of their guests. Any violations by guests will result in consequences for the sponsoring member, including, but not limited to, financial responsibility and membership revocation.

Please refer to the full Revaire Code of Conduct, which must be reviewed and adhered to by all Members and their guests. We have a zero-tolerance policy for any violations of the Revaire Code of Conduct.

Food and Drink

Flights Over Three Hours: Revaire will seek to provide food options in line with members’ dietary requirements.

Flights Under Three Hours: A snack basket and drinks will be provided. Members are welcome to bring their own food, though courteous, easy-to-eat food choices are requested.

Alcohol: [Consumption of alcohol not provided by the aircraft is prohibited. Members booking the entire aircraft may bring a responsible amount of alcohol for their party. This policy is subject to change.]

Seat Assignments

Revaire flights do not feature assigned seating. Members are expected to self-navigate seating arrangements respectfully. Courtesy and respect are requested for those traveling together and accommodating members with specific seating needs.

Use of Amenities

Aircraft amenities vary by flight and will be detailed on the flight confirmation and within the aircraft details on the booking screen.

Special Requirements

Members with special needs should contact Revaire’s concierge service at the time of booking for proper accommodations. While we cannot guarantee all requests will be met, we will make our best effort to accommodate them.

Pets and Service Animals

Service animals and pets are allowed at Revaire’s discretion. Certain flights may not allow animals as determined by Revaire and/or our operator partners.

Indemnification and Liability

Indemnification

The Member agrees to indemnify, defend, and hold harmless Revaire, its affiliates, officers, directors, employees, agents, and operators (collectively the “Indemnified Parties”) from and against any and all claims, damages, losses, liabilities, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

The Member’s use of the Club’s services and facilities;

Any breach of this Agreement or the Membership Plan by the Member or their guests;

Any act or omission by the Member or their guests.

Limitation of Liability

REVAIRE DOES NOT TAKE ANY LIABILITY FOR THE OPERATION OF THE FLIGHTS THEMSELVES, AS DEFINED IN THE “REVAIRE CHARTER TERMS” DOCUMENT. ALL FLIGHTS ARE FULLY OPERATED BY REGISTERED PART 135 CHARTER OPERATORS. REVAIRE SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE SERVICES PROVIDED UNDER THIS AGREEMENT, EVEN IF REVAIRE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT SHALL REVAIRE’S TOTAL LIABILITY TO THE MEMBER FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION EXCEED THE AMOUNT PAID BY THE MEMBER FOR THE SERVICES IN QUESTION.

Failure and Dissolution

In the event that Revaire ceases operations or is dissolved, Revaire will strive to honor all existing reservations and ensure a seamless transition for Members. However, Revaire cannot guarantee that all reservations will be honored. Any Member who has paid an annual membership fee in advance will forfeit the unused portion of their fee.

Clarification of Revaire’s Role

REVAIRE SERVES AS AN INTERMEDIARY PLATFORM THAT CONNECTS MEMBERS WITH AIR CHARTER SERVICES. REVAIRE DOES NOT OWN, OPERATE, MANAGE, OR CONTROL ANY AIRCRAFT, NOR DOES IT PERFORM OR UNDERTAKE ANY OPERATIONAL DUTIES ASSOCIATED WITH AIR TRAVEL. OUR SERVICES ARE LIMITED TO FACILITATING THE BOOKING OF AIR CHARTER SERVICES OFFERED BY INDEPENDENT FAA-CERTIFIED PART 135 OPERATORS (“OPERATORS”). THESE OPERATORS ARE SOLELY RESPONSIBLE FOR THE OPERATIONAL ASPECTS OF ALL FLIGHTS BOOKED THROUGH REVAIRE, INCLUDING AIRCRAFT OPERATION, MAINTENANCE, AND PASSENGER SAFETY.

Regulatory Compliance

Revaire adheres to all applicable Department of Transportation (DOT) and Federal Aviation Administration (FAA) regulations governing its operations as an air charter broker. We enable our members to self-aggregate in accordance with Part 295 of the DOT regulations and ensure transparency in disclosing the identity of the Part 135 operators. All terms of air charter services are clearly communicated and agreed upon by all parties involved. Revaire’s engagement with FAA-certified Part 135 operators guarantees that all flights arranged for our members meet the highest standards of safety, reliability, and regulatory compliance.

Acceptance of Terms

By using Revaire’s services, you acknowledge and accept that Revaire’s role is solely that of an intermediary platform connecting members with air charter services. Revaire assumes no liability for the operations of flights conducted by Part 135 operators. We encourage you to conduct your own due diligence and consult with legal, tax, accounting, or financial advisors to fully understand the nature of Revaire’s services and the regulatory environment within which we operate.

Dispute Resolution

Disputes will be resolved through arbitration. The flight crew has full authority over in-flight behavior and safety. Any denial of boarding by the flight crew will result in loss of payment for the flight with no exceptions, as well as the revocation of the membership of the Member or the Member who has sponsored the guest that was denied boarding. Any disputes arising out of this Agreement shall be resolved through arbitration in Florida.

Data and Privacy

Data Usage

Revaire uses personal data to facilitate bookings and ensure compliance with safety and regulatory standards. Members’ data is protected in accordance with Revaire’s Privacy Policy.

Privacy Policy

Revaire is committed to safeguarding member information. Our privacy policy details the measures in place to protect personal data and is available at: Privacy Policy.

Feedback and Improvement

Members are encouraged to provide feedback via email to Revaire’s concierge. Your insights help us continually improve our services, fostering a culture of excellence and innovation.

Contact Information

For further inquiries or assistance, members can reach Revaire’s support team via the app or by contacting our concierge service.