1.1 This Operator Services Agreement ("Agreement") is entered into between Aviozi Inc., a technology marketplace platform ("Aviozi," "Platform," or "we"), and the charter operator entity identified during onboarding ("Operator," "you," or "your").

1.2 "Booking" means any confirmed charter flight transaction originated through the Aviozi platform between a client and Operator.

1.3 "Gross Charter Value" or "GCV" means the total amount paid by an Aviozi client for a charter flight, inclusive of all fees, surcharges, and landing fees as quoted by the Operator.

1.4 "Settlement Amount" means the amount remitted to Operator following deduction of any applicable Platform Service Fee from the Gross Charter Value.

1.5 "Platform Service Fee" means the commission deducted by Aviozi from the Gross Charter Value per the schedule outlined in Section 5 and Schedule A of this Agreement.

1.6 "Beta Period" means the initial period commencing on the Operator's account activation date and lasting for six (6) calendar months, during which no Platform Service Fee is charged.

2.1 Aviozi is a global technology marketplace that connects charter clients with certified charter operators holding valid Air Operator Certificates (AOCs) from their respective national aviation authorities, including but not limited to FAA (Part 135), EASA, UK CAA, Transport Canada, CASA, GCAA, DGCA, CAAC, ANAC, and DGAC. In the United States, Aviozi operates as a charter broker under DOT 14 CFR Part 295 on behalf of clients. In other jurisdictions, Aviozi acts as an intermediary marketplace connecting clients with locally certified operators.

2.2 Aviozi does not operate aircraft, employ pilots, or assume operational control of any flight. All aviation operations remain solely the responsibility of the Operator.

2.3 The contractual relationship for each flight exists directly between the Operator and the client. Aviozi facilitates the connection and processes payment on behalf of both parties.

3.1 Operator must maintain a valid Air Operator Certificate (AOC) or equivalent from their primary aviation authority (e.g., FAA Part 135, EASA AOC, UK CAA AOC, Transport Canada ATCO) at all times. Operator must immediately notify Aviozi of any suspension, revocation, or material change to their operating certificate.

3.2 Operator must hold at minimum one of the following safety certifications: ARGUS Gold or higher, Wyvern Wingman or PASS, ACSF Industry Audit Standard (IAS Full or IAS Lite), IS-BAO Stage 2 or higher, or BARS registration. International operators not holding a US-based safety rating must provide equivalent documentation from their national aviation authority demonstrating compliance with ICAO safety management standards.

3.3 Operator must maintain combined hull and liability insurance of no less than $250,000,000 per occurrence. Aviozi must be named as an additional insured.

3.4 Operator agrees to respond to incoming booking requests within four (4) hours during business hours.

4.2 The card on file may be charged for: operator-initiated cancellation penalties, Stripe processing fee recovery, commission clawback for circumvention, and outstanding account balances.

4.3 No payment on file = no access to bookings. This is non-negotiable.

5.1 Platform Service Fees are active from day one at the following tiered rates:

5.2 A 2.9% credit card processing surcharge is collected from the client separately and does not reduce the Operator's settlement.

5.3 Aviozi may revise commission rates with sixty (60) days written notice. Operators may terminate without penalty within the notice window.

6.1 Aviozi collects full payment from clients at time of booking. Settlement to Operator occurs within two (2) business days of flight completion, net of applicable Platform Service Fees.

6.2 Monthly settlement statements are provided to the Operator Account Owner.

7.1 Either party may terminate this Agreement with thirty (30) days written notice.

7.2 Aviozi may immediately suspend Operator access if their Air Operator Certificate or equivalent lapses, safety rating lapses, insurance drops below required minimums, or the Operator is subject to enforcement action by any aviation authority.

8.1 Operator shall not collect, store, or request client personal information outside the Platform.

8.2 Operator shall not offer clients lower rates, discounts, or incentives to book directly, nor hand out business cards or contact info to passengers during flights.

8.3 Operator shall not solicit Platform-introduced clients for 24 months after last platform booking.

8.4 Client identity is masked until 48 hours before flight (operator sees passenger count only). All communication through in-platform messaging.

8.5 The Platform monitors for circumvention via ADS-B tracking, booking pattern analysis, and client activity. Penalties: 1st offense — warning + 3× commission. 2nd — suspension + 3×. 3rd — permanent removal + legal action.

9.1 Operator cancels (mechanical, crew, double-booking): client gets full refund including CC surcharge. Operator's card on file auto-charged for Stripe fees + commission + 10% penalty (min $500). Account hold until cleared.

9.2 Force majeure (weather, FAA grounding): client gets full refund, Platform absorbs Stripe fee, no operator penalty.

9.3 More than 2 operator-initiated cancellations in 12 months triggers review and possible removal.

10.1 The commercial terms of this Agreement are confidential between Aviozi and the Operator Account Owner. Operator agrees not to disclose fee structures to clients or third parties.

10.2 Operator shall not use platform data to solicit Aviozi clients directly outside the Platform during the term and for twenty-four (24) months following termination.

This Agreement shall be governed by the laws of the State of Delaware. Disputes resolved through binding arbitration under JAMS rules in New York, New York.

11.2 For Operators based outside the United States, this Agreement is additionally subject to the aviation regulations of the Operator's home jurisdiction. In the event of conflict between this Agreement and mandatory local aviation law, the local law shall prevail with respect to flight operations only.

11.3 Operators conducting international flights accept responsibility for compliance with all applicable customs, immigration, overflight permits, and cabotage regulations in each jurisdiction served.