Last Updated: Nov 7, 2022

1. CONTRACTOR SERVICES

1.1. Description of Services. During the Term (as defined below), Contractor shall serve as a Dealer for the Airacer platform (the “Services”). Contractor may perform Services remotely, or at any such location as may be agreed upon by the Parties. Contractor Services include, but are not limited to, the following:
(a) Provide customer assistance with booking processing and cancellations, including handling and fee calculations, if applicable;
(b) Answer customer questions about any Company loyalty programs; and
(c) Engage in any other related tasks that Company may require from time to time.
1.2. Performance of Services. The manner in which the Services are to be performed and the specific hours to be worked shall be determined by Contractor. Contractor shall perform Services from different and remote locations as may be mutually agreed upon by both Parties. Services are to be personally performed by Contractor, and may not be delegated, assigned or subcontracted to any other person for any reason without Company’s prior written consent.

2. TERM AND TERMINATION. The term of this Agreement (“Term”) shall commence on the Effective Date, and shall continue until terminated as provided in this Agreement. This Agreement is terminable by either Party at any time, for any reason effective upon fourteen (14) days-notice to the other Party. Upon termination, any obligation Company may otherwise have under this Agreement shall cease immediately. Sections 4, 5, 6, 7, 9, 10, 11 and 12 shall continue and survive this Agreement.

3. COMPENSATION

3.1.Commission.Contractor shall receive an eight percent (8%) commission for each transaction of flight experience and flight training packages that are directly procured by Contractor through the Airacer Platform. Contractor shall also receive a four percent (4%) commission for each transaction of U.S. domestic and international charter flights that are led by Contractor.

3.2. Expenses. Any expenses reasonably incurred on behalf of the Company by Contractor during the term of this Agreement, must be approved by the Company in advance. Company may reimburse Contractor upon presentation of appropriate receipts for any such expenses, at Company’s sole discretion.

4. CONFIDENTIALITY

4.1. Confidential Information. Contractor understands that “Confidential Information” means information that the Company, together with its affiliates and subsidiaries, (i) has or will develop, acquire, create, compile, discover or own, that has value in or to the Company’s business which is not generally known to the public; (ii) information which the Company wishes to maintain as confidential; (iii) information disclosed by the Company to Contractor, and information developed or learned by Contractor during the performance of the Services or (iii) all information of which the unauthorized disclosure could be detrimental to the interests of the Company, whether or not such information is identified as Confidential Information. Confidential Information shall include, without limitation, any and all non-public information that relates to the Company’s actual or anticipated business and/or products, research and development technical data, or know-how, information regarding the Company’s products or services, developments, ideas, processes, technology, marketing, and other business information disclosed by the Company either directly or indirectly. Confidential Information shall not include any such information which Contractor can establish (i) was publicly known or made generally available prior to the time of disclosure by the Company to Contractor; (ii) becomes publicly known or made generally available after disclosure by the Company to Contractor through no wrongful action or omission by Contractor; or (iii) is in Contractor’s rightful possession, without confidentiality obligations, at the time of disclosure by the Company as shown by Contractor’s then-contemporaneous written records.

4.2. Nonuse and Nondisclosure. Contractor shall, during the term of this Agreement, and after the expiration or termination thereof, hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Contractor shall not (i) use Confidential Information for any purpose whatsoever other than for the benefit of the Company for the performance of the Services, or (ii) disclose Confidential Information to any third party without the prior written authorization of the Company. Contractor shall obtain no title to any Confidential Information. Contractor’s obligations under this Section shall continue after termination of this Agreement.

5. WORK PRODUCT OWNERSHIP.All electronic files, data, media, inventions and/or other work product, including any adaptations thereof (collectively, “Work Product”) developed by Contractor on Company’s behalf, or developed using Company’s Confidential Information, are and shall be the sole and exclusive property of Company. Contractor agrees that the Work Product is specially ordered or commissioned by Company and constitutes works made for hire authored by Company under 17 U.S.C. §101. To the extent that any of the Work Product is deemed not to be a work made for hire, Contractor hereby conveys, grants, and assigns to Company all right, title and interest worldwide in and to such Work Product, all physical elements thereof, all intangible rights thereto, and all contractual rights and obligations relating thereto, for all uses and purposes whether now known or hereafter created.

6. RETURN OF MATERIALS.All materials provided by Company for the performance of the Services, including without limitation documents, technology, data, equipment, computer media, electronic files and lists, (together the “Materials”), which are furnished to Contractor by Company or which are developed in the process of performing the Services, or embody or relate to the Services, are the property of Company, and shall be returned by Contractor to Company promptly at Company's request together with any copies thereof, and in any event promptly upon expiration or termination of this Agreement for any reason.

7. RESTRICTIVE COVENANTS

7.1. Covenant not to Compete. Contractor agrees that, during the Term of this Agreement, Contractor shall not own any entity, or serve as an advisor, consultant, employee or be in any way associated with any company, which engages in the same or similar business as Company or competes with the business of Company.

7.2. Non-Solicitation. During the term of this Agreement, and for a period of one (1) year immediately thereafter, Contractor shall not contact, or cause to be contacted, directly or indirectly, or engage in any form of oral, verbal, written, recorded, transcribed, or electronic communication with any customer of the Company in order to: (i) conduct business that is competitive or similar to that of the Company, (ii) attempt to, or to disadvantage, disrupt or interfere with any business relationships, contractual or otherwise, between the Company and any of its customers or potential customers, and (iii) to induce or attempt to induce, directly or indirectly, any of Company’s customers to modify or terminate such customer’s business relationship with the Company. For the purposes of this Agreement, “Customer” shall mean all persons or entities that have used or inquired of the Company’s services.

7.3. Non-Circumvention. Contractor hereby agrees that, for a period of one (1) year after the termination or expiration of this Agreement, Contractor will not: (i) enter into any agreement, transaction or arrangement or (ii) solicit, take away, or attempt to call on, any customer of Company whom Contractor became acquainted, directly or indirectly, during the term of this Agreement, as the result of Contractor’s performance of the Services for Company for the purpose of circumventing and preventing Company from realizing or recognizing a profit, fees, or otherwise. If such circumvention shall occur, Company shall be entitled to any commissions or fees due pursuant to this Agreement or relating to such transaction.

7.4. Non-Disparagement. Contractor will not at any time during the term of this Agreement, or after the expiration or termination thereof, directly or indirectly (i) disparage, libel, defame, ridicule or make negative comments regarding, or encourage or induce others to disparage, libel, defame, ridicule or make negative comments regarding, the Company, or any of the Company's employees, directors, Contractors or agents, or the Company's products, services, business plans or methods; or (ii) engage in any conduct or encourage or induce any other person to engage in any conduct that is in any way injurious or potentially injurious to the reputation or interests of the Company or any of the Company's, employees, directors, Contractors or agents.

7.5. Remedy for Breach. Contractor acknowledges that the provisions of this Section 4 are reasonable and necessary for the protection of the Company and that the Company will be irrevocably damaged if such covenants are not specifically enforced. Accordingly, the Contractor agrees that, in addition to any other relief to which the Company may be entitled, the Company shall be entitled to seek and obtain injunctive relief from a court of competent jurisdiction for the purposes of restraining the Contractor from any actual or threatened breach of such covenants.

8. REPRESENTATIONS AND WARRANTIES.Each Party to this Agreement represents and warrants to the other Party that they (a) have full power, authority and legal right to execute and perform this Agreement; (b) this Agreement constitutes the legal, valid and binding obligations of such Party in accordance with its terms; and (c) shall act in good faith to give effect to the intent of this Agreement and to take such other action as may be necessary or convenient to consummate the purpose and subject matter of this Agreement.

9. INDEPENDENT CONTRACTOR. Contractor is an independent contractor and nothing in this Agreement or in the course of performance of this Agreement shall be interpreted to create an employment relationship between Company and Contractor. Contractor has no authority to bind the Company or act as an agent of the Company. It is also agreed that Contractor shall have no right to make any commitments on behalf of the Company without the express written consent of the Company.

10. INDEMNIFICATION. Contractor hereby agrees to indemnify and hold harmless Company, its officers, directors, agents and contractors, against any losses, claims, lawsuits, damages or liabilities arising directly or indirectly out of the acts or omissions of Contractor, including, but not limited to all damages, attorney’s fees, and other liabilities to which Company may become subject, as a result of Contractor’s act or omissions or any other claims brought associated with this Agreement.

11. ARBITRATION.Contractor and the Company agree that any dispute or controversy in connection with this Agreement, including its interpretation, will be conclusively settled by submission to arbitration (the “Arbitration”) in accordance with the rules of arbitration of the American Arbitration Act as amended from time to time. The Arbitration will be conducted in the State of New York before a single arbitrator mutually agreeable to the parties (the “Arbitrator”). The initial costs of the Arbitrator
will be born equally by the parties. The Arbitrator shall have the power to award costs in his or her discretion in making his or her award or decision. Nothing in this clause prohibits the Company from seeking injunctive relief in New York courts against the Contractor as referenced in this Agreement. The decision of the Arbitrator shall be final and binding and without any right of appeal. BOTH PARTIES ACKNOWLEDGE AND AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE IRREVOCABLY AND UNCONDITIONALLY WAIVING ANY RIGHT TO BRING AN ACTION AGAINST THE OTHER IN A COURT OF LAW, AND ARE WAIVING THE RIGHT TO HAVE CLAIMS AND DAMAGES, IF ANY, DETERMINED BY A JURY.

12. GENERAL PROVISIONS

12.1. Entire Agreement. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the Parties.

12.2. Severability. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

12.3. Notices. Any notice required or permitted to be given under this Agreement shall be sufficient if in writing and if sent by personal delivery, by a nationally recognized overnight courier (provided a written acknowledgement of receipt is obtained) or by First Class or Certified Mail to the addresses provided by the Parties, or to such other address as such party shall notify the other.

12.4. Waiver. The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach.

12.5. No Third-Party Beneficiaries. Except as otherwise provided, nothing in this Agreement shall provide any benefit to any third party or entitle any third party to any claim, cause of action, remedy, or right of any kind.

12.6. Successors and Assigns. This Agreement may not be assigned without the prior written consent of the Parties. Rights and obligations created by this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and assigns.

12.7. Headings. The section and other headings contained in this Agreement are for reference purposes only and shall not affect the meaning or interpretations of this Agreement.

12.8. Amendments. This Agreement may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

12.9. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of the State of New York excluding its body of law controlling conflict of laws. Any legal action or proceeding arising under this Agreement will be brought exclusively in the courts located in New York and the parties irrevocably consent to the personal jurisdiction and venue therein.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date above written.

CONTACT US

We welcome your questions or comments regarding these Terms:

Airacer Inc.

By Email:
info@airacer.com

By Mail:
Airacer Inc.
28-07 Jackson Ave
Long Island City, NY 11101