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.
1.7 "Ancillary Charge" means any additional amount charged by the Operator to a client following the completion of a flight, including but not limited to cleaning fees, damage fees, catering overages, or any other operator-discretionary charge. Aviozi does not set, control, or approve Ancillary Charges — pricing is entirely at the Operator's discretion.
1.8 "Trip Amendment" means any modification to an already-confirmed booking that changes the route, adds additional flight legs, or extends the duration of a trip beyond the original quote. Trip Amendments are negotiated directly between Operator and client at Operator's sole discretion.
1.9 "Assignment Extension" means any extension of a pilot's crew assignment beyond the originally agreed number of days, or the addition of extra flight legs requiring pilot compensation beyond the original agreement. Assignment Extension rates are negotiated directly between Operator and pilot at their sole discretion.
1.10 "Declared Transaction Value" means any amount that the Operator enters into the Aviozi platform in connection with an Ancillary Charge, Trip Amendment, or Assignment Extension. The Platform relies on Operator's self-declaration. Platform Service Fees apply to the Declared Transaction Value as specified in Section 5.
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 Platform fees are charged instantly to the card on file at the moment each billing event occurs — not monthly, not weekly. Billing events include: (a) trip marked as completed — booking commission charged immediately; (b) pilot hired via CrewMatch — 5% connection fee charged immediately; (c) ancillary charge or trip amendment declared — 5% fee charged immediately; (d) assignment extension declared — 5% fee charged immediately. There is no invoice cycle. The charge fires the moment the event is logged.
4.3 If a charge is declined, Aviozi will retry automatically after 24 hours. If the retry fails, the Operator's account is placed on immediate restricted access — no new quotes, no new crew hires, no new bookings — until the outstanding balance is cleared. Restricted access is lifted automatically within minutes of a successful payment.
4.4 If an account remains in restricted access for more than 7 days without resolution, Aviozi reserves the right to suspend the account permanently and pursue the outstanding balance through collections. Outstanding balances accrue a 1.5% monthly late fee after the 7-day grace window.
4.5 Operators are responsible for keeping their card on file current. An expired or invalid card triggers the same 24-hour retry and 48-hour restriction flow. Aviozi sends a warning notification when a card on file is within 30 days of expiry.
5.1 Platform Service Fees are active from day one at the following tiered rates:
5.2 Stripe payment processing fees are absorbed by Aviozi from the platform commission. Clients are charged one transparent price — no surcharges, no hidden fees. Operators receive their exact quoted net amount.
5.3 Aviozi may revise commission rates with sixty (60) days written notice. Operators may terminate without penalty within the notice window.
5.4 CrewMatch Connection Fee. When an Operator hires a pilot through the CrewMatch feature, a 5% CrewMatch Connection Fee is charged on the pilot's total contracted earnings (daily rate × assignment days). This fee is automatically deducted from the Operator's platform account balance at the time of assignment confirmation. Pilots pay zero platform fees. The CrewMatch Connection Fee is non-refundable once the pilot assignment is confirmed. Aviozi may revise this rate with sixty (60) days written notice.
5.5 Ancillary & Amendment Fee. A 5% Platform Fee applies to any Ancillary Charge or Trip Amendment amount that the Operator declares through the platform. Aviozi does not set, control, or approve the pricing of Ancillary Charges or Trip Amendments — these are determined entirely at the Operator's discretion. The fee is calculated solely on the Declared Transaction Value entered by the Operator. Operators must declare all Ancillary Charges and Trip Amendments through the platform within 48 hours of the applicable event.
5.6 Assignment Extension Fee. A 5% Platform Fee applies to any Assignment Extension declared through the platform (additional days × pilot's agreed daily rate for the extension). Aviozi does not control or set extension rates — these are agreed directly between Operator and pilot. The fee is charged to the Operator's account balance at the time the extension is declared. Pilots pay zero fees on extensions.
6.1 Platform Service Fees are charged instantly to the Operator's card on file at the moment each billing event occurs. There is no monthly invoice cycle. Each event generates an immediate charge and a corresponding line item in the Operator's billing history.
6.2 Operators can view a full itemized billing history in their portal at any time — every charge, every event, every date. Monthly billing summaries are available for accounting purposes.
6.3 Aviozi's billing system operates independently of the financial relationship between the Operator and their clients or pilots. Whether or not the Operator has been paid by their client, or has paid their pilot, has no bearing on when Aviozi's platform fee is due. Fees are due at event completion, period.
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.
8.6 Non-Circumvention & Liquidated Damages. Any Operator found to have solicited, facilitated, or accepted bookings from Platform-introduced clients outside of the Aviozi platform shall be subject to: (a) Permanent account termination with no right of reinstatement; (b) Liquidated damages equal to 36 months of projected Platform commissions (minimum $25,000 per incident); (c) Recovery of all lost future revenue attributable to the circumvented client relationship; (d) Full reimbursement of all attorney fees, court costs, arbitration fees, and collection expenses incurred by Aviozi; and (e) Referral to applicable aviation regulatory authorities if the conduct involves misrepresentation or fraud. These remedies are cumulative. Aviozi's right to seek injunctive relief is preserved notwithstanding Section 11.
9.1 Client-Initiated Cancellations. When a client cancels a confirmed booking, the following deductions are applied first regardless of timing: (a) Stripe payment processing fee (2.9% + $0.30), which is non-refundable by Stripe; and (b) a flat $200 Aviozi cancellation processing fee. The remaining balance is then refunded to the client per the following schedule:
9.2 Operator-Initiated Cancellations. If an operator cancels a confirmed booking for any reason (mechanical, crew unavailability, scheduling conflict), the client receives a full refund of the charter price. Any outstanding balance owed by the operator (including Stripe fees absorbed by Aviozi) is recovered from the operator's next settlement payout. No card is charged directly. Repeat cancellations (more than 2 in any 12-month period) trigger an account review and possible suspension.
9.3 Force Majeure. In cases of weather, FAA grounding, ATC closures, or other events beyond either party's control, clients receive a full refund of the charter price. Aviozi absorbs all Stripe processing fees. No cancellation fee applies. No operator penalty.
9.4 Settlement Recovery. Any amounts owed by the operator to Aviozi (including force majeure Stripe fees) are recovered automatically from future settlement payouts. Operator accounts with a negative balance are placed on hold until cleared.
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.
11.1 This Agreement shall be governed by the laws of the State of Delaware without regard to conflict of law principles.
11.2 Mandatory Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement shall be resolved exclusively through binding arbitration administered by JAMS under its Commercial Arbitration Rules in New York, New York. The arbitrator's award shall be final and binding. Both parties waive the right to a jury trial or court proceeding for any dispute covered by this Agreement.
11.3 Class Action Waiver. Operator waives any right to bring or participate in any class action, collective action, or representative proceeding against Aviozi, whether in arbitration or otherwise.
11.4 Limitation of Liability. Aviozi's maximum aggregate liability to Operator for any claim arising under this Agreement shall not exceed the total platform fees paid by the Operator to Aviozi in the twelve (12) months preceding the claim.
11.5 Attorney Fees. In the event Aviozi must pursue legal action or engage legal counsel to recover any amounts owed by the Operator under this Agreement, the Operator shall be responsible for all associated costs including but not limited to attorney fees, court costs, arbitration fees, and collection costs.
11.6 Statute of Limitations. Any claim arising under this Agreement must be brought within one (1) year of the event giving rise to the claim, after which it is permanently waived.
11.7 Account Closure. Operator may not close their account while any outstanding balance exists. Outstanding balances must be cleared via settlement deduction or card on file before account closure is processed. Aviozi retains account records for 24 months post-closure for dispute resolution.
11.8 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.
11.9 Operators conducting international flights accept responsibility for compliance with all applicable customs, immigration, overflight permits, and cabotage regulations in each jurisdiction served.
12.1 Operator Pricing Discretion. Aviozi does not set, control, approve, or limit the pricing of Ancillary Charges, Trip Amendments, or Assignment Extensions. All such pricing is determined solely by the Operator (and, where applicable, agreed between Operator and pilot). Aviozi's role is limited to recording the Declared Transaction Value and applying the applicable Platform Service Fee.
12.2 Mandatory Platform Declaration. Operator agrees to declare all Ancillary Charges, Trip Amendments, and Assignment Extensions through the Aviozi platform within 48 hours of the applicable event. This includes: (a) damage or cleaning fees charged to a client; (b) additional flight legs or route changes added during or after a trip; (c) any extra days or legs added to a pilot's crew assignment beyond the original agreement. Off-platform transactions of these types are a violation of this Agreement.
12.3 Ancillary Charges. When an Operator charges a client for damages, cleaning, catering overages, or any other post-flight ancillary, the Operator must enter the charge description and amount through the Aviozi platform. Aviozi charges a 5% Platform Fee on the Declared Transaction Value. Aviozi is not a party to the ancillary charge dispute — any disagreement between Operator and client regarding ancillary charges is the sole responsibility of the Operator.
12.4 Trip Amendments. When a booking is modified to include additional route segments, extra stops, or extended duration (and the client agrees to an additional charge), the Operator must declare the amendment and the agreed additional amount through the platform before closing the booking. A 5% Platform Fee applies to the declared amendment amount. Aviozi does not mediate or set the amendment price.
12.5 Assignment Extensions. When a pilot's assignment is extended beyond the original agreed days (or additional legs are added requiring additional pilot compensation), the Operator must declare the extension through the platform, including the number of extra days and the agreed daily rate for those days. A 5% Platform Fee applies to the extension total (extra days × agreed rate). The extension rate is agreed between Operator and pilot — Aviozi does not control it.
12.6 Pilot Independence on Extensions. Pilots are not obligated to accept trip extensions. If a pilot declines an extension, the Operator is responsible for sourcing alternative crew. Any new crew hire for an extended trip constitutes a new CrewMatch hire subject to the standard 5% CrewMatch Connection Fee under Section 5.4.
12.7 Non-Compliance. Failure to declare Ancillary Charges, Trip Amendments, or Assignment Extensions through the platform constitutes a material breach of this Agreement. Aviozi reserves the right to invoice any undeclared amounts identified through ADS-B tracking, booking pattern analysis, or pilot/client reporting, plus a 25% non-compliance surcharge.