Acceptance of the Terms and Conditions of Use. These terms and conditions of use are entered into by and between you and Capstone Jet Charter, LLC, a Connecticut limited liability company (“Capstone”, “we” or “us”). The following terms and conditions of use, together with any documents expressly incorporated by reference (collectively, “Terms of Use”), govern your access to and use of Capstone’s proprietary internal platform, known as Vault, including any content, functionality, and services offered on or through the Vault (the “Platform”), whether as a guest or registered user.

Please read the Terms of Use carefully before you start to use the Platform. By using the Platform or by clicking to accept or agree to the Terms of Use when this option is made available to you, you accept and agree to be bound and abide by these Terms of Use and our Privacy Policy, incorporated herein by reference. If you do not wish to agree to these Terms of Use or the Privacy Policy, you must not access or use the Platform.

Changes to the Terms of Use. We may revise and update these Terms of Use from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Platform thereafter. However, any changes to the dispute resolution provisions set out in Section 18 will not apply to any disputes for which the parties have actual notice before the date the change is posted on the Platform. Your continued use of the Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.

Purpose. Capstone provides access to the Platform solely as a convenience tool in support of Capstone’s charter brokerage, including without limitation, the sourcing, coordination, and administration of private air charter. The Platform is intended to facilitate communications, data review, support, and information exchange related to Capstone’s services. The Platform is not a contract of carriage, or offer to provide air transportation, and does not replace diligence, professional judgment, or the terms of any separate agreement between you and Capstone.

Accessing the Platform; Account Security. We reserve the right to withdraw or amend this Platform, and any service or material we provide on the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Platform is unavailable at any time or for any period. From time to time, we may restrict user access, including registered user access, to some parts of the Platform or the entire Platform. You are responsible for both:

To access the Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Platform that all the information you provide on the Platform is correct, current, and complete. You agree that all information you provide to register with this Platform or otherwise, including, but not limited to, through the use of any interactive features on the Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a username, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to this Platform or portions of it using your username, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any username, password, or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use.

Artificial Intelligence and Automated Features. The Platform may include features that utilize automation, machine learning, or third-party model outputs ("AI Features"). AI Features may generate synthetic output that can be inaccurate, incomplete, or inconsistent and should be independently verified. AI Features are tools to assist workflows and are not a substitute for human review or regulatory determinations. You shall not: (a) rely on AI Features for safety-of-flight determinations, operational control, or regulatory compliance decisions; (b) use AI Features to generate or disseminate unlawful, discriminatory, harassing, or misleading content; (c) attempt to re-identify individuals, infer sensitive attributes, or profile individuals in a manner inconsistent with applicable law; (d) use AI Features to create or train competing models; or (e) input content that you lack rights to use or that contains personal data beyond what is necessary for the permitted purpose. Capstone may process inputs and outputs for security, quality, abuse prevention, improvement of the Platform, and to comply with law. Third-party model providers used by AI Features may receive data as necessary to provide such features subject to contractual safeguards. Capstone may monitor use of AI Features for abuse, quality, and security, and may filter, restrict, or disable AI Features at any time. Capstone may require additional acknowledgments or opt-ins before enabling certain AI Features.

Intellectual Property Rights. The Platform and its entire contents, features, and functionality (including but not limited to all information, software, text, displays, images, video, and audio, and the design, selection, and arrangement thereof) are owned by Capstone, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. These Terms of Use permit you to use the Platform for your personal, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store, or transmit any of the material on our Platform, except as follows:

You must not:

If you wish to make any use of material on the Platform other than that set out in this section, please address your request to: charter@capstonejet.com.

If you print, copy, modify, download, or otherwise use or provide any other person with access to any part of the Platform in breach of the Terms of Use, your right to use the Platform will stop immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title, or interest in or to the Platform or any content on the Platform is transferred to you, and all rights not expressly granted are reserved by Capstone. Any use of the Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark, and other laws.

License. Subject to your continued compliance with these Terms of Use and any applicable service agreement with Capstone, Capstone grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform in connection with your engagement of Capstone’s charter broker services. Capstone may modify, suspend, or discontinue any feature or functionality of the Platform at any time without notice, and may condition or limit access in its sole discretion.

Confidentiality. You acknowledge that all non-public information accessed through or derived from the Platform, including pricing, operator information, aircraft details, itineraries, analyses, reports, methods, benchmarks, client data, personal data, and business processes ("Confidential Information"), is confidential and proprietary to Capstone or its clients, partners, or vendors. You shall: (a) use Confidential Information solely for the permitted purpose of engaging in or utilizing Capstone’s charter brokerage services; (b) restrict disclosure to individuals who have a need to know and are bound by obligations no less protective than these Terms of Use; and (c) protect Confidential Information with at least the same degree of care you use to protect your own confidential information, and no less than a reasonable degree of care. The obligations in this Section do not apply to information that: (a) is or becomes publicly available through no breach of these Terms of Use; (b) is rightfully received from a third party without confidentiality restriction; or (c) is independently developed without use of Confidential Information. Disclosures required by law are permitted provided you give Capstone prompt written notice and reasonable cooperation to seek protective treatment, unless prohibited.

Restrictions on Use. You may use the Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Platform:

Additionally, you agree not to:

User Contributions. The Platform may contain personal profiles and other interactive features (collectively, "Interactive Services") that allow users to submit or transmit to Company personnel (hereinafter, "post") documents or materials (collectively, "User Contributions") on or through the Platform.

All User Contributions must comply with the Content Standards set out in these Terms of Use.

Any User Contribution you post to the site will only be used in connection with Company's arrangement of air charter services on your behalf. By providing any User Contribution on the Platform, you grant us and our affiliates and service providers, the right to use, reproduce, and otherwise disclose to third parties any such material solely for the purpose of arranging for air charter services on your behalf.

You represent and warrant that:

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Capstone, have full responsibility for such content, including its legality, reliability, accuracy, and appropriateness.

We are not responsible or liable to any third party for the content or accuracy of any User Contributions posted by you or any other user of the Platform.

Monitoring and Enforcement; Termination. We have the right to:

Without limiting the foregoing, we have the right to cooperate fully 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 Platform. YOU WAIVE AND HOLD HARMLESS CAPSTONE AND ITS AFFILIATES, LICENSEES, AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY ANY OF THE FOREGOING PARTIES DURING, OR TAKEN AS A CONSEQUENCE OF, INVESTIGATIONS BY EITHER SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.

However, we do not undertake to review all material before it is posted on the Platform and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications, or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section.

Content Standards. These content standards apply to any and all User Contributions and use of Interactive Services. User Contributions must in their entirety comply with all applicable federal, state, local, and international laws and regulations. Without limiting the foregoing, User Contributions must not:

Reliance on Information Posted. The information presented on or through the Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness, or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Platform, or by anyone who may be informed of any of its contents.

This Platform includes content provided by third parties, including materials provided by other users, and third-party licensors, syndicators, aggregators, and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by Capstone, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of Capstone. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

For the avoidance of doubt, no Booking (as defined in the Master Charter Broker Agreement, “MCBA”) shall be deemed confirmed through the Platform unless and until written Confirmation (as defined in the MCBA) is issued pursuant to the MCBA. Platform status indicators do not constitute a binding commitment to provide air transportation services.

Disclaimer of Warranties. You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our site for any reconstruction of any lost data. TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM OR YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY PLATFORM LINKED TO IT. YOUR USE OF THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM IS AT YOUR OWN RISK. THE PLATFORM, ITS CONTENT, AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER CAPSTONE NOR ANY PERSON ASSOCIATED WITH CAPSTONE MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY, OR AVAILABILITY OF THE PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER CAPSTONE NOR ANYONE ASSOCIATED WITH CAPSTONE REPRESENTS OR WARRANTS THAT THE PLATFORM, ITS CONTENT, OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT OUR SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.

TO THE FULLEST EXTENT PROVIDED BY LAW, CAPSTONE HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Limitation on Liability. TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL CAPSTONE, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE PLATFORM, ANY WEBSITES LINKED TO IT, ANY CONTENT ON THE PLATFORM OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

Legal and Regulatory Compliance. You acknowledge that the arrangement of air charter services is subject to requirements administered by the Federal Aviation Administration ("FAA"), the U.S. Department of Transportation ("DOT"), and applicable state laws and regulations. You agree to use the Platform in a manner consistent with all applicable requirements. Further, Capstone is a charter broker and consultant. Capstone does not operate aircraft, exercise operational control, or provide air transportation services. Any flights are provided by properly certificated and insured air carriers. Platform content does not modify or supersede carrier responsibilities, operational control, or regulatory obligations. You are solely responsible for ensuring that your use of the Platform, and any decisions made based on Platform content, comply with all applicable laws, rules, and regulations, including FAA, DOT, and state law requirements, as well as your internal policies.

Governing Law and Jurisdiction. All matters relating to the Platform and these Terms of Use, and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule (whether of the State of Connecticut or any other jurisdiction). Any legal suit, action, or proceeding arising out of, or related to, these Terms of Use or the Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of Connecticut, although we retain the right to bring any suit, action, or proceeding against you for breach of these Terms of Use in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Mediation (Section 18). If a dispute, claim, or controversy arising out of or relating to these Terms of Use occurs (a "Dispute") and cannot be settled promptly, either party shall give written notice to the other party requesting that senior management attempt to resolve the Dispute. Senior management shall mean Vice President or higher personnel within each party. Within seven (7) calendar days of receipt of such notice, the receiving party shall submit a written response. Both the notice and the response shall include a statement of the applicable party’s position and a summary of reasons supporting that position. The parties shall cause senior management to meet within twenty (20) calendar days after receipt of the notice, at a mutually acceptable time and place in the New Haven county, Connecticut or via video conference, and thereafter as often as they reasonably deem necessary, to use commercially reasonable efforts to resolve the Dispute in good faith.

Arbitration. In the event resolution by senior management is unsuccessful or at any time beginning forty-five (45) calendar days after receipt of notice pursuant to Section 18 above, either party may require the other to submit any Disputes arising from these Terms of Use or use of the Platform, including Disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Connecticut Law. The award rendered by the arbitrator shall be final and binding on the parties, and judgment upon the award may be entered in any court of competent jurisdiction. All arbitration hearings shall be held at a place designated by the arbitrator in the county of New Haven, Connecticut. The parties agree to submit themselves to the jurisdiction of the state and/or federal courts of the state of Connecticut, and you waive all objections to venue and personal jurisdiction being proper in New Haven county, Connecticut. Demand for arbitration must be made in writing to the other party and promptly filed with the American Arbitration Association. In no event shall arbitration or other legal recourse be available to either party based on any claim that would be barred by any statute of limitations of the state Connecticut.

Waiver and Severability. No waiver by Capstone of any term or condition set out in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Capstone to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision. If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal, or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement. The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and Capstone Jet Charter, LLC regarding the Platform and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, regarding the Platform.

Your Comments and Concerns. This Platform is operated by Capstone Jet Charter, LLC. You may provide suggestions, commentary, concerns, ideas, or feedback regarding the Platform ("Feedback"). Capstone may use Feedback without restriction or obligation, and you hereby assign all rights in Feedback to Capstone. All Feedback, comments, requests for technical support, and other communications relating to the Platform should be directed to: charter@capstonejet.com.

Notices. Notices to Capstone must be in writing and delivered to: Capstone Jet Charter, LLC, Attn: Legal, 102A Broad Street, Guilford, CT 06437, or to legal@capstonejet.com, with a copy to your Capstone account representative. Notices to you may be provided through the Platform, by email, or to your last provided contact details.

Assignment. You may not assign or transfer these Terms of Use, or any rights or obligations hereunder, by operation of law or otherwise, without Capstone’s prior written consent. Any attempted assignment without consent is void. Capstone may assign these Terms of Use without restriction.

Order of Precedence; Entire Agreement. To the extent of any conflict between these Terms of Use and a service agreement governing your relationship with Capstone, the service agreement will control with respect to the subject matter of such agreement. These Terms of Use, together with any referenced policies, constitute the entire agreement regarding access to and use of the Platform and supersede prior or contemporaneous understandings on that subject.