Founder’s Membership Policy

Any Founder’s Membership plan purchased on or before December 31, 2024 will expire on December 31, 2029. After an initial payment of $100,000 USD, the Member will receive a five year Founding Member membership plan. This Membership covers one (1) member, and cannot be transferred, traded, or otherwise shared. During the five years of, the Member will be granted one seat on any ShAire flight at no additional cost, aside from standard taxes. Upon expiration, the Founder’s Membership will transition to the paid membership plan, and seat reservations will be full price. 

Founding members are otherwise subject to membership agreement herein.

MEMBERSHIP AGREEMENT

Effective Date: 

On the Effective Date and at all times afterwards, this Membership Agreement is and will be legally binding upon every person for whom Stella ShAire (“ShAire”) provides flight arrangement or other travel-related services (each, a “Passenger”), including every person or entity who subscribes to a ShAire membership (each, a “Member”). From and after the Effective Date, this Membership Agreement applies to all ShAire memberships (each, a “Membership”), including Memberships. For purposes of this Membership Agreement, the term “You” refers to all Passengers, including all Members. Some Passengers, such as guests of Members, are not Members themselves, but all Members are deemed Passengers under this Membership Agreement.

THIS MEMBERSHIP AGREEMENT CONTAINS AN AGREEMENT TO ARBITRATE. BY ENTERING THIS MEMBERSHIP AGREEMENT, YOU AGREE TO RESOLVE ANY DISPUTES BETWEEN YOU AND SHAIRE IN A PRIVATE ARBITRATION AND WAIVE YOUR RIGHT TO BRING A LAWSUIT IN COURT. PLEASE CAREFULLY READ THE ARBITRATION PROVISION BELOW FOR MORE INFORMATION.

(I) General
Membership with, and travel arranged by, ShAire and any other product or service provided by ShAire to its Members and other Passengers are subject to the terms and conditions contained in (a) this Membership Agreement; (b) the contract of carriage and other applicable terms and conditions (the “Contract of Carriage”) for an Operator (as defined below) of the applicable flight; (c) the terms set forth in the applicable Member’s Membership application (the “Application“) or other written correspondence regarding the pricing and terms of Membership (“Membership Plan Terms”); and (d) such additional policies, rules, terms and conditions as are presented on ShAire’s website or mobile device application and any ticket or ticket-less travel authorization (all of the foregoing and collectively, the “Agreement“). No agent, servant or representative of ShAire, nor any Operator, has authority to change or waive any provision of the Agreement unless authorized in writing by an authorized corporate officer of ShAire. Unless otherwise prohibited by law, the Agreement constitutes the entire agreement between ShAire and its Members and Passengers.

The Membership and Flight Program (“Program”). ShAire is a member-based travel arrangement service and arranges transportation for its Passengers. ShAire only arranges air transportation with third party Federal Aviation Administration (FAA)- certificated air carriers (“Operators”), authorized to operate under Federal Aviation Regulations. ShAire is neither an operator of aircraft nor an air carrier, nor does it hold out, offer, sell or provide air transportation. ShAire procures scheduled air transportation and other services for its Passengers. ShAire reserves the right to change, suspend or terminate any of the services or benefits it offers at any time, including changes, suspension or termination of any routes, types of aircraft used and/or Operators, and changes to (or imposition of new) fees or other charges for services or benefits. ShAire may from time to time offer new routes and other services or benefits, all of which are subject to change, suspension or termination at any time and also are subject to additional fees or charges. Grandfathered membership programs (and the associated fee rates), if any, are subject to change per the terms of the Agreement and do not include access to new services or benefits that may be offered after the initial date of purchase of membership. If appropriate, ShAire will provide Members with prior notice of any proposed changes to the Agreement. Any changes to the Agreement by ShAire will be made in good faith in ShAire’s reasonable business discretion. ShAire is not liable for any Membership refunds or costs incurred by a Passenger resulting from any such modification or cancellation.

At its sole discretion, ShAire may offer certain Members trial or other promotional Memberships with different features, which are subject to the terms of the Agreement, except as otherwise stated in the promotional offer. Promotional Membership is valid only for the period specified in the promotional offer. If no period is specified, ShAire may terminate promotional Memberships at any time in its sole discretion.

As one of the benefits of the Program, ShAire agrees to arrange transportation services for Passengers to be provided by Operators.

ShAire may provide access to its software including applications, websites, electronic social/commerce, marketplaces, and integrated communication tools, which form part of the Program, and are designed to enhance the user-experience, communications, service optimization, functionality and logistics of the Program (“Software”). Passengers can access and utilize such Program and Software only as stipulated and limited under the Agreement.

All flights arranged under the Agreement are operated by an Operator, who shall have exclusive direction, control and authority over initiating, conducting or terminating flights. An Operator performing the flight will be subject to, among other restrictions, flight time and duty time restrictions and airport limitations that may preclude or limit operations to certain airports and other applicable regulations and requirements. An Operator shall have absolute discretion in all matters relating to the operation of the aircraft, including the preparation of the aircraft for flight and the flight itself, the timing of the flight, the load carried and its distribution, the decision whether or not a flight is to be performed, and the route to be flown. An Operator shall have final and complete authority to cancel any flight for any reason or condition that in its sole and absolute judgment could affect the safety of flight and may take any other action that, in its sole opinion, is necessitated by considerations of safety. No such action of an Operator shall create or support any liability for loss, injury, damage or delay to Passenger or any claim against ShAire.

In addition, an Operator shall have the right to refuse boarding to any person: (a) who appears to be intoxicated or under the influence of any illicit or controlled substance or drug; (b) who refuses to be subject to any reasonable checks of his or her person or baggage by an Operator, or by government or airport authorities; (c) whose condition, including apparent illness or incapacity, in the sole judgment of an Operator would involve hazard or risk to himself, herself or others; (d) who fails to provide proper identification in compliance with applicable laws; or (e) who is conducting himself or herself in a manner inconsistent with, or otherwise in breach of, the terms of the Agreement. Please see the applicable Operator’s Contract of Carriage for additional terms and conditions imposed by the Operator for flights arranged under the Agreement by ShAire.

Each Passenger authorizes ShAire to arrange flights to be operated by an Operator and all such flights are subject to the Contract of Carriage.

(II) Membership Agreement Terms and Conditions

(A) Membership Benefits and Responsibilities

(1) Membership Benefits – Membership benefits are determined by the Membership plan (“Membership Plan”) you select as specified in the Application and as further set forth in the Membership Plan terms (“Membership Plan Terms”). You acknowledge receipt of your Membership Plan Terms. Please contact ShAire for your Membership Plan Terms or any inquiries related thereto. As applicable, an individual listed for Membership in the Application or designated by a Member thereafter is referred to in this Membership Agreement as a “Listed Member” and is entitled to the benefits for that respective Membership Plan. The foregoing includes Listed Members who are specified as authorized users under a group Membership Plan. Listed Members may also be referred to herein as a Member or Members. The term of a Membership (“Membership Term”) commences on the date that a Member is permitted to become a Member (“Service Commencement Date”) and continues until cancelled or terminated as provided in the Agreement. Unless otherwise specified in the Agreement, the Membership Term is for a committed period of one (1) year. A Member does not have any right to the privileges or benefits of or related to Membership unless the Member’s Membership is active and in good standing, including being current on all Membership dues and fees. A Member will not have the right to enjoy any privileges associated in any way with Membership if the Member’s account is dormant or suspended.

Memberships are non-transferable. Membership privileges are only available to Members and cannot be lent, shared, transferred, assigned, leased, pledged or sold to or used by any third party, except as specified in this Membership Agreement. Members cannot lend their account to someone else to book flights or access the Program. Persons to whom ShAire grants administrative rights to make reservations on behalf of a Member but who are not Members themselves do not have the right to enjoy any Membership benefits.

(2) Adding and Removing Listed Members – For certain Membership Plans, during the Membership Term, ShAire may allow a Member to add additional Listed Members to the Membership as set forth in the Application and Membership Plan Terms. See Membership Plan Terms for details —such additions may not be applicable to all Membership Plans. Please contact ShAire  for your Membership Plan Terms. Removal of an individual as a Listed Member requires thirty (30) days’ advance written notice to ShAire prior to any changes taking effect.

(3) Upgrades and Downgrades – For certain Membership Plans, during the Membership Term; ShAire may allow a Member to upgrade or downgrade their Membership Plan by changing their tier level as set forth in the Membership Plan Terms. Or, a Member may purchase or be awarded additional Member benefits or participate in other promotional programs offered by ShAire from time to time, all of which shall be considered part of Member’s Membership Plan at the time of purchase or award. Please see Membership Plan Terms for details—upgrades and downgrades may not be applicable to all Membership Plans. Please contact ShAire for your Membership Plan Terms. All downgrades require thirty (30) days’ advance written notice to (email) prior to any changes taking effect.

(4) Cancellations and Changes – Passengers are permitted to change or cancel flights at any time up to 3 days before departure, subject to the Agreement. Any notices regarding flight changes or cancellations must be emailed to ShAire.

(a) A Passenger who does not check in with the appropriate ShAire personnel at the departure airport at least fifteen (15) minutes prior to the scheduled flight departure time is considered a “No-Show” and will be treated the same as a Passenger who cancels with less than one (24) hour’s prior notice, i.e., he or she will forfeit his or her flight without refund or credit.

(b) The Operator will attempt to transport passengers and their baggage promptly and as scheduled. Flight schedules, however, may be subject to change without notice and the schedules and Flight Passes are not guaranteed. ShAire will use reasonable efforts to promptly notify all affected Passengers, using the contact information provided by each Passenger, of planned or unplanned schedule changes and cancellations, including those due to weather. At times, without prior notice to Passengers, an Operator may need to substitute other aircraft or arrange for an alternate Operator and may change, add, or omit intermediate or connecting stops. ShAire cannot guarantee that Passengers will make connections to other Operator flights, or those of other air carriers.

(c) If a flight is cancelled by ShAire or an Operator less than seven (5) days before the scheduled departure due to circumstances entirely within the control of ShAire or an Operator (such as insufficient pilot staffing or maintenance), the Passenger shall be entitled to those remedies specified in this paragraph . The remedy provided by ShAire depends on whether the flight was cancelled forty-eight (48) hours or less before the flight’s scheduled departure. Subject to the limitations set forth in this paragraph, ShAire will provide the following remedies to the Member: (i) credit the Member’s ShAire account for documented costs for a commercial flight or other substitute means of transportation taken by the Member due to the cancelled ShAire flight; (ii) if the Member stays overnight and takes a flight the next day, ShAire will credit the Member’s ShAire account for the documented costs for a hotel stay. ShAire will have no obligation to credit the Member for a commercial flight or other substitute means of transportation. Also, a Member will not be eligible for an overnight hotel stay if the cancelled flight was scheduled to depart from an airport within thirty (50) miles of the Member’s residence. The maximum credit amount for a cancellation hotel reimbursement is $500. Hotel costs only include the room charge and applicable taxes but exclude incidental expenditures such as tips and minibar charges. 

(5) Check-in and “No Shows” – Passengers must check in with the appropriate ShAire personnel located at the departure airport at least fifteen (15) minutes prior to the scheduled departure time or the Passenger will be considered a “No Show.”

(6) Responsibility for Listed Members and Guests; Responsibility for Damages – Members will ensure that their Listed Members (if applicable) and/or any guests that may accompany a Member (“Guest(s)”) comply with the Member’s obligations under the Agreement. Members will be responsible for any charges incurred by Listed Members and Guests, including Third Party Fees, as defined below. Member shall reimburse ShAire for all costs and expenses incurred by ShAire for such cleaning, repair or replacements as may be necessary as a result of spills, animals, extraordinary wear and tear, theft, waste, or excessive use of catering and minibar items, damage or misuse of an aircraft, FBO locations, or their contents caused by Member or their Guests. Neither the Member nor any Guests may be permitted to smoke, including but not limited to e-cigarettes, on any trips arranged hereunder. If ShAire determines that a Member or Guest has been smoking on an aircraft, the cost of cleaning and additional fees may be assessed against the Member in ShAire’s sole discretion. Any violation of this paragraph will be deemed a material breach of the Agreement and grounds for immediate termination of Membership. 

(7) Identification and Travel Documentation; Background Check – In accordance with the United States Transportation Security Administration (“TSA”) regulations and additional government regulations Passengers are required to comply with all TSA regulations, and will be required to present valid identification prior to departure for all flights. An Operator has the right to refuse boarding to any person without the required documentation or as a result of non-compliance with TSA or other government regulations without recourse or further obligation on behalf of an Operator or ShAire. No refund will be given if passenger is refused boarding due to not having the TSA required government ID.  

(8) Conduct – ShAire and/or Operator each reserve the right to refuse services to any Passenger in their sole discretion, and for any reason. If the conduct of a Passenger endangers the aircraft or any Passenger or property while on board, or a Passenger obstructs or hinders the crew in the performance of their duties, or fails to comply with any instruction of the crew, including those with respect to weapons or objects that can inflict harm to persons or property, smoking in any form, drugs, alcohol, or use of any threatening, abusive or insulting words towards the crew or any behavior which causes discomfort, inconvenience, damage or injury to the crew or other Passengers on the flight, ShAire or Operator may take such measures as deemed necessary to prevent continuation of such conduct including restraint. Passengers may be disembarked and refused onward carriage at any point and may be prosecuted for offenses committed on board the aircraft. In addition, while waiting for travel or checking-in for flights at FBO or other airport facilities, Passengers are expected to conduct themselves in a manner that is respectful of ShAire, Operator or on-ground staff, as well as other Passengers. If the conduct of a Passenger is in any way abusive, inappropriate, a violation of facility policies or the law, or threatens the safety of any person or property, ShAire may take such measures as deemed necessary to prevent continuation of such conduct, including refusal of service or contacting law enforcement. If any Member is not acting in conformance with the proper rules of conduct or any community guidelines or other policies published by ShAire from time-to-time, then Membership privileges may be revoked permanently in ShAire’s sole discretion, without refund.

(9) Member Policies – Members shall at all times comply with all ShAire terms, conditions, wait lists, baggage requirements, the Contract of Carriage, community guidelines and other policies. ShAire may, in its good faith, and its reasonable business discretion, change these terms, conditions, policies, and procedures at any time. As appropriate, ShAire will provide Members with prior notice of any such changes.

(10) Compliance with Laws and Regulations – Travel by Passengers shall at all times be subject to applicable laws and regulations, including regulations and guidelines established by the Department of Transportation (DOT), Federal Aviation Administration (FAA) and the Transportation Security Administration (“TSA”). Please note that Operator may have limitations regarding carry-on or checked luggage that are more restrictive than commercial airlines due to the size of the aircraft and capacity of the cargo hold. Transportation of firearms or weapons may not be permitted under applicable regulations and guidelines. Also, ShAire forbids the transportation of cannabis products, narcotics and other controlled substances, regardless of whether certain substances may be considered legal in any states. If you have any questions regarding applicable restrictions, please contact (email).

(11) Animals. ShAire may permit pets, and service animals on ShAire flights subject to ShAire’s then-current Animal Policy. 

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(1) Other Third-Party Benefits – In addition to flights operated by an Operator, ShAire may arrange other benefits provided by a third party (“Other Third-Parties”) to Passengers. Other Third-Parties include airport facilities, courtesy cars, car rental agencies, ground/air/water transportation providers (e.g., taxi, helicopter, ferry services), shipping or transportation services, caterers, and parking services. ShAire assumes no liability for, and makes no guarantees or warranties regarding, these Other Third-Parties and benefits and such benefits may change or end at any time.

(2) Other Third-Party Fees – ShAire may occasionally promote or offer for sale to Passengers goods or services provided by an Other Third-Party. All fees for Other Third-Party products or services purchased by a Passenger (“Other Third-Party Fees“) are the responsibility of the Passenger. No fees will be payable by Passengers to an Operator in connection with flights operated by an Operator for the benefit of ShAire and its Passengers, and any fees payable to an Operator in connection with such flights shall be the sole responsibility of ShAire.

(3) Third-Party Policies and Liability – Passengers are responsible for verifying and abiding by all Other Third-Party terms and conditions, rules and policies, and use of Other Third-Party services shall be deemed acceptance of any such terms, conditions, rules or policies. Other Third-Parties are neither agents nor employees of ShAire or its affiliates. ShAire and its affiliates are not liable for the acts, errors, omissions, representations, warranties, breaches, or negligence of any Other Third-Party or for any personal injuries, death, property damage, or other damages or expenses resulting therefrom, including all liability for damage to a Passenger’s vehicle while transported to or parked in any parking area or otherwise in the care of any Other Third-Party.

(4) Parking and Ground/Air/Water Transportation – ShAire does not assume responsibility for the parking of vehicles or the ground, air or water transportation of any Passengers or their baggage. ShAire may, at its sole discretion, offer or promote parking or other transportation options in certain locations or in conjunction with certain bundled, packaged, or charter services. Passengers are responsible for charges associated with any such parking or other transportation that they chose to accept, and the terms of the Agreement for Other Third-Party service shall apply to parking or other transportation utilized by a Passenger. ShAire assumes no responsibility, and all Passengers waive any claims against ShAire, relating to or in connection with any parking or other transportation that may be offered in connection with ShAire’s services.

(5) Third-Party Shipping of Baggage and Personal Property –ShAire does not arrange for the transportation of unaccompanied items of personal property. ShAire and Operator have absolute discretion to refuse to transport personal property unless a Passenger who is responsible for such personal property accompanies such property on a flight. If ShAire permits the transport of unaccompanied items on a ShAire-arranged flight in its sole and absolute discretion, ShAire will have no liability for any loss or damage to such items. For Passengers desiring the transportation of baggage to a location separate from the destination, or baggage in excess of the weight limits for any flight, ShAire may refer the Passenger to the services of a third-party baggage shipping service. Passenger is solely responsible for any third-party baggage shipping fees and ShAire shall not be liable for the loss of or damage to such baggage transported by a third-party baggage shipping service.

(E) Membership Fees and Billing/Payment

The Membership Fees are an access fee for use of the ShAire Membership, and not a payment for air transportation. Membership Fees are non-refundable, except as specifically provided in the Agreement, even if Member fails to utilize the Membership Program. ShAire reserves the right to change the Membership Fees as specified in the applicable Member’s Membership Plan Terms. Members will maintain their existing dues or monthly membership fees until the conclusion of the then-current purchase agreement. If Member has prepaid an Annual Membership Fee, any change in the Member’s Annual Membership Fee will take effect no earlier than upon conclusion of the then-current annual period covered by the prepaid fee.

(1) Billing and Payment – ShAire will automatically bill the Passenger using the billing information provided by the Passenger to ShAire for all amounts due, including the Initiation fee (“Initiation Fee”) and any other Membership Plan fees (“Membership Fees”), and any Third Party Fees (altogether, the “Fees”). Membership Fees are due to ShAire on a schedule as set forth in the Membership Plan Terms. Membership Fees are typically due on a monthly or annual basis, depending upon the type of Membership. Applicable taxes may be invoiced separately, if deemed necessary in ShAire’s sole discretion. Any payment of Fees that is not paid by its due date will accrue interest at 1.5% per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid. Please contact ShAire for your Membership Plan Terms.

All Fees are payable in US Dollars. ShAire accepts multiple forms of payment for Fees, including major credit cards, ACH, or wire transfer. ShAire may also, in its discretion, accept other legal currencies that are convertible into US Dollars, including cryptocurrency (i.e., bitcoin or ethereum). ShAire reserves the right in its sole discretion and upon immediate notice revoke or revise methods of acceptable payment of Fees.

If Fees are paid via credit card, Passenger agrees to provide ShAire a credit card and authorizes ShAire to automatically charge the Fees to the credit card on file and, for Members, on the payment schedule applicable to the Member’s account. Members shall provide new or updated credit card information promptly following expiration of the credit card on file. 

If Fees are paid via ACH or wire transfer transactions, Passenger agrees to provide necessary authorizations to allow for payment of Fees, including payment of Membership Fees per the applicable schedule under the Member’s Membership Plan.

If Fees are paid via cryptocurrency, the Passenger must maintain their own cryptocurrency wallet, and comply with any policies or rules established by ShAire for payment by cryptocurrency. The security and privacy of Passenger’s cryptocurrency wallet shall be the sole responsibility of Passenger.

Payments processed through any of the above methods will always be subject to the terms and conditions of the respective payment processing agencies, and Passenger will abide by such terms and conditions. ShAire has no responsibility for payments transmitted in error, or payments that fail to transmit due to an omission, by a Passenger or any third party, and Passenger shall remain responsible for any unpaid Fees that result from Passenger’s non-payment due to an error or omission by Passenger or any third party. Any fees, assessments or penalties payable by Passenger to any third party in connection with Passenger’s use of services by payment processing agencies and/or based on form of payment used by the Passenger shall be the sole responsibility of the Passenger, and ShAire shall have no liability for any such fees, assessments or penalties. All transactions shall be in accordance with ShAire policies set forth for such payment options. Please contact (email) for any such policies.
(2) Suspension of Membership – ShAire reserves the right to suspend or terminate (at ShAire’s option) a Membership if payment of the Fees is not received within seven (7) days of its due date (“Membership Suspension”). Membership shall be suspended until such time that Member provides a valid payment method and all Fees due to ShAire have been received, including all past due amounts and amounts for any periods of Membership Suspension.

(3) Dormancy – Dormancy status may be permitted for Members depending upon Membership Plan, but in no event may dormancy status be elected until a Member’s account has been active for at least three (6) months or, if longer, during any prepaid Membership periods of time. Please contact ShAire for your Membership Plan Terms. If permitted by your Membership Plan, by electing Dormancy status, in lieu of remitting Membership Fees, Member will be billed a “Dormancy Fee” (as further set forth in your Membership Plan Terms), for up to three (3) months per calendar year (“Dormancy Term”) to temporarily de-activate Membership. During a Dormancy Term, you will be unable to book or fly on flights operated by an Operator and arranged by ShAire; however, your Membership Plan will be maintained and upon conclusion of the Dormancy Term, your Membership will automatically revert to your Membership Plan and you will be billed by ShAire accordingly. All Dormancy requests require thirty (30) days advanced written notice. No Dormancy Term may be less than thirty (60) days in duration.

(F) Cancellation of Membership

(1) Cancellation of Membership by Member – Except as otherwise expressly provided in the Agreement, a Member may not cancel Membership during the Membership Term as specified in the Member’s Membership Plan Terms, and all Membership Fees payable in respect of the entire Membership Term are non-cancellable and non-refundable. After the initial Membership Term, unless otherwise stated in the Membership Plan Terms, the Member’s Membership will renew and the Membership Term will be extended as follows: (a) for Members who pay their Membership Fees monthly, on a month to month basis until cancelled by the Member; and (b) for Members who paid for an entire year of Membership in one payment, on an annual basis until cancelled by the Member. To cancel a Membership, the Member must provide no less than thirty (30) days written notice to ShAire prior to the desired cancellation date, or such longer period as may be specified in the Application or applicable Membership Plan Terms (“Cancellation Notice Requirement“). Cancellation is effective upon the conclusion of the notice period specified by the Cancellation Notice Requirement, but no earlier than expiration of the applicable commitment period (as further set forth in the Member’s Membership Plan Terms), and only upon acknowledgment by ShAire of receipt of the cancellation notice. The Member will remain responsible for all amounts that come due prior to the effective date of the cancellation, as set forth above.

(1) Cancellation or Suspension of Membership by ShAire – ShAire reserves the right to cancel or suspend the Membership of any Member immediately upon notice to the Member at ShAire’s sole discretion and for any reason, including if Member breaches any terms or conditions of the Agreement or ShAire’s belief that a Member’s continued use of such Membership would violate any provisions of the Agreement or applicable law. If ShAire cancels a Member’s Membership due to a breach of the Agreement by Member or Member cancels his or her Membership, any Fees previously paid by Member will be non-refundable and any Fees payable for the remainder of the Membership Term will become immediately due and payable. If ShAire cancels a Member’s Membership for any reason other than a Member’s breach of the Agreement, Member’s recourse will be limited to a pro rata refund of any pre-paid Fees based on the length of time the Member had access to the Program.

If a Member’s Membership expires, is canceled by Member, or is cancelled by ShAire due to Member’s breach of the Agreement, Member will irrevocably lose and forfeit all privileges, flight credits, and any additional benefits that might have accrued to Member. ShAire will not owe any further obligation to provide any services, credits or benefits to Member. Except as expressly provided herein, Member will hold ShAire harmless for the loss of the service, credits or any additional benefits. No accrued, forfeited benefits will be reinstated if the Member later rejoins the Program.

(G) Amendments to Membership Terms and Service Limitations. Amendment of Membership and Agreement – ShAire may amend or modify the Agreement from time to time. If appropriate, ShAire will provide Members with prior notice of any proposed changes to the Agreement. Any changes to the Agreement by ShAire will be made in good faith in ShAire’s reasonable business discretion. Except as otherwise expressly stated in the Agreement, a Member’s continued access or use of the service after the effective date of the changes constitutes Member’s consent to be bound by the Agreement, as amended or modified.

(H) Miscellaneous

(1) Accuracy of Information – Member represents that all information provided in the Application is true, accurate, current, and complete. Member further agrees that s/he will notify ShAire of any substantive changes to the Member’s and Listed Members’ name, contact, payment, or other applicable information.

(2) Legal Authority – The person entering into the Agreement represents that such person is of legal age to form a binding contract, is not a person barred from receiving services under the laws of the United States or other applicable jurisdiction and will only use the Membership for legitimate purposes. If the person entering the Agreement is doing so on behalf of a legal entity, such person represents that she or he has the legal authority to bind the legal entity to the Agreement.

(3) Non-Transferability of Membership, Rewards or Credits – Membership privileges are solely available to Member and cannot be lent, shared, transferred, leased or sold to any third party, except as specified in the Agreement or in a valid promotional offer. While Members can invite guests to join them on flights by purchasing Single-Use Guest Passes, they cannot lend their account to someone else to book flights or access the service, and must accompany the guest on the flight. Members cannot sell, transfer or receive remuneration for Listed Member status, Single-Use Guest Passes, flight credits or other awarded or accrued benefits or credits. Any reward or credit associated with Membership may be limited and may be subject to expiration at ShAire’s sole discretion. Any monetary credit applied to a Member’s account by ShAire must be applied by the Member to the next charges incurred by the Member after the credit is applied and to successive charges thereafter until the credit is used in full. In other words, monetary credits applied to a Member’s account by ShAire cannot be saved or banked for future use by the Member and must be used as soon as possible. Any breach of this section regarding non-transferability of Membership benefits may result in Member losing privileges up to and including Membership cancellation with no further obligation to Member or recourse by Member.

(4) Baggage and Personal Property – ShAire personnel may assist with the handling of baggage on behalf of Passengers in connection with Passenger check-in. ShAire’s aggregate liability, if any, for loss of or damage to baggage and/or its contents, with the exception of wheelchairs, mobility aids, and assistive devices used by an individual with a disability, is limited to the proven actual value of damage or loss, but in no event shall be greater than $200.00 per Passenger. ShAire will be liable for personal property only for the period in which it is in the custody of ShAire. ShAire assumes no liability or responsibility for property carried onboard an aircraft by a Passenger and retained in the custody of the Passenger. ShAire’s liability for loss, delay or damage to baggage is limited unless a higher value is declared in advance and additional charges are paid. Under no circumstances shall ShAire be liable to any Passenger for any type of special, incidental or consequential damages related to the damage, loss or delay of checked baggage. The foregoing may be in addition to any liability of the Operator for loss of or damage to baggage and/or its contents.

To the extent of its liability assumed under this Agreement, ShAire will compensate the Passenger for reasonable, documented damages incurred as a result of the loss of or damage to such items up to the limit of liability as set forth above, provided the Passenger exercised reasonable effort to minimize the amount of damage as determined in ShAire’s sole discretion. Actual value for reimbursement of lost or damaged property shall be calculated as the lesser of the documented original purchase price of the items, less depreciation for prior usage, or the cost to make applicable repairs. In no event will ShAire be liable for damage to bags arising from ordinary wear and tear or broken or damaged handles, zippers, snaps, flaps, rivets, or wheels. While ShAire will make reasonable efforts to return carry-on items that have been left onboard an aircraft, ShAire assumes no liability or responsibility for the loss of or damage to carry-on items. If a wheelchair, mobility aid, or assistive device is lost, damaged, or destroyed while in ShAire’s possession, ShAire’s liability shall be the documented original purchase price of the wheelchair, mobility aid, or assistive device, without depreciation.

(5) Claims and Limitations of Liability; DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
ShAire does not own or operate any aircraft on which the flights are performed and does not carry any aviation liability insurance. Coverage for losses, if any, may be provided and administered by the respective third parties that provide the services. ShAire shall not be liable for any injury, damage, loss, expense, special or consequential damages, or any other irregularity caused by the defect of any aircraft or conveyance, or the negligence of any company or person, including but not limited to Operator, engaged in conveying the Passenger, or carrying out the arrangements for Passenger’s trip or providing any partner benefits. It is the sole responsibility of an Operator to maintain liability insurance coverage. Passengers understand and agree that ShAire is not liable for any claims arising out of or in connection with the services of an Operator or any of its partners and affiliates.

On behalf of themselves and their guests, Passengers understand and agree that ShAire’s liability shall in any case be limited to the amount paid by Passenger to ShAire. In addition, no claim will be recognized by ShAire unless written notice of such claim is presented to ShAire within twenty-one (21) days after the occurrence of the event giving rise to the claim. In the case of loss of, damage to, or delay in delivery of baggage, no claim will be entertained by ShAire unless preliminary written notice of such claim is presented to a ShAire representative in person within one (1) day after arrival of the flight on which the loss, damage, or delay is alleged to have occurred. The preliminary notice may thereafter be amended in writing; however, such amended claim must be presented to ShAire no later than ten (10) days after the occurrence of the event giving rise to the claim. Failure to provide timely written notice will not bar a claim if the claimant establishes to the satisfaction of ShAire that he or she was unable, through no fault or omission of the claimant, to provide notice within the specified time. No legal action on any claim described above may be maintained against ShAire unless commenced within six (6) months of ShAire’s written denial of a claim, in whole or in part.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN ALL CASES AND UNDER ALL CIRCUMSTANCES, NEITHER SHAIRE NOR OPERATOR SHALL IN ANY EVENT BE LIABLE TO PASSENGERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING LOSS OF PROFITS, USE, VALUE, REVENUE, BUSINESS OPPORTUNITIES, AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING ANY DELAY OR FAILURE TO FURNISH ANY AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS OF OPERATOR (REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT OR TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES.
PASSENGER ACKNOWLEDGES AND AGREES THAT ANY LIMITATIONS OF LIABILITY FOR THE BENEFIT OF SHAIRE ALSO APPLY TO SHAIRE’S SHAREHOLDERS, AGENTS, REPRESENTATIVES, MANAGERS, OFFICERS, DIRECTORS, EMPLOYEES, AND SUCCESSORS AND ASSIGNS.

EACH PASSENGER ACKNOWLEDGES AND AGREES THAT, EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THE AGREEMENT: (A) NEITHER SHAIRE NOR ANY OTHER PERSON ON SHAIRE’S BEHALF HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED; AND (B) EACH PASSENGER ACKNOWLEDGES AND AGREES THAT, IN DECIDING TO PURCHASE A MEMBERSHIP OR USE SHAIRE SERVICES, HE, SHE, OR IT HAS NOT RELIED UPON ANY REPRESENTATION, WARRANTY OR DISCLOSURE MADE BY SHAIRE OR ANY OTHER PERSON ON SHAIRE’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THE AGREEMENT.

(6) Choice of Law – The Agreement will be governed in all respects by the laws of the State of Delaware without regard to their respective conflicts of laws rules.

(7) Dispute Resolution; MANDATORY BINDING INDIVIDUAL ARBITRATION

Please read this section carefully. It affects legal rights that you may otherwise have and requires individual final and binding arbitration of most disputes instead of resolution in court.
In the event of a dispute under the Agreement, where such dispute has not been settled within thirty (30) days after written notice from either party to the other of the existence of the dispute, the parties agree that, at the request of either party, such dispute will be submitted for binding arbitration in accordance with the procedures below.

Arbitration is the submission of a dispute to a neutral arbitrator, instead of a judge or jury, for a final and binding decision, known as an “award.” Arbitration provides for more limited discovery than in court, is subject to limited review by courts, and the result is confidential. Each party has an opportunity to present evidence to the arbitrator in writing or through witnesses. An arbitrator can only award the same damages and relief that a court can award under the law and must honor the terms and conditions in the Agreement.

ARBITRATION AGREEMENT, CLASS ACTION WAIVER, PUNITIVE DAMAGES WAIVER

You and ShAire agree that any dispute, whether at law or equity, arising out of or relating to the Agreement or your use of ShAire products or services, regardless of the date of accrual of such dispute, and including any dispute about whether a claim is subject to arbitration, shall be resolved in its entirety by individual (not classwide or collective) binding arbitration.
You and ShAire agree that any arbitration under the Agreement will take place on an individual basis and that class, mass, consolidated or combined actions or arbitrations or proceedings as a private attorney general are not permitted.

YOU AND SHAIRE AGREE TO WAIVE THE RIGHT TO TRIAL BY JURY.

This agreement to arbitrate extends to claims that you assert against ShAire’s agents, representatives, managers, officers, directors, employees, and successors and assigns.
This agreement to arbitrate shall survive termination of the Agreement. Notwithstanding anything to the contrary, if any part of this agreement to arbitrate is deemed invalid or inapplicable, the remainder of the agreement to arbitrate shall still be considered valid and enforceable. If any part of this agreement to arbitrate is deemed invalid or inapplicable, you and ShAire both waive, to the fullest extent allowed by law, any claims to recover punitive or exemplary damages and any right to pursue any claims on a class, mass, consolidated, or combined basis.

ARBITRATION PROCEDURES

Arbitration shall be conducted by JAMS in accordance with its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”). The JAMS Rules and instructions for how to initiate an arbitration are available from JAMS at http://www.jamsadr.com or 1-800-352-5267. To begin an arbitration proceeding, you must serve ShAire at  (8376 Davis Blvd North Richalnd Hills TX 76182).

Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules, except that for claims of less than $1,000, you will be obligated to pay $25 and ShAire will pay all other administrative costs and fees. In addition, for claims of less than $1,000, ShAire will reimburse you for the $25 fee if the arbitrator rules in your favor. Reasonable attorneys’ fees and expenses will be awarded only to the extent such allocation or award is available under applicable law.

Any arbitration will take place in Delaware and will be determined by a single arbitrator; provided, however, that upon request by either party for claims of less than $1,000, the arbitration shall be conducted by telephone or by submission of documents only to the extent permitted by the JAMS Rules.
Judgment on the award may be entered in any court of competent jurisdiction. The proceeding will be closed except to the parties, their attorneys, representatives, witnesses, and experts, all of whom must agree or have a duty to maintain the confidentiality of the dispute and its result, except as needed to implement the ruling.

(8) Severability – If, for any reason, any portion of the Agreement is determined by a competent authority to be void or unenforceable, then (a) that portion will have no effect, (b) the balance of the Agreement will remain in full force and effect, and (c) the Agreement will be performed as though the stricken portion were replaced with a valid and enforceable provision that comes as close as possible to expressing the intention of the stricken provision.

(9) Interpretation – Article titles and subheadings contained in this Membership Agreement are inserted only as a matter of convenience and for reference. Such titles in no way define, limit, or describe the scope or extent of any provision of this Membership Agreement. For purposes of this Membership Agreement, (a) the words “include,” “includes” and “including” are deemed to be followed by the words “without limitation”; and (b) the word “or” is not exclusive. Unless the context otherwise requires, references in this Membership Agreement: (x) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The Agreement shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. All references to “$” or “dollars” mean the lawful currency of the United States of America.

(10) Conflicts – In the event of a conflict between a Contract of Carriage, Membership Agreement, Membership Plan Terms, terms printed on any ticket, terms printed on any ticketless travel authorization, and terms specified on ShAire’s website or mobile device application, precedence will be given in the order in which they are listed in the foregoing and if there is more than one version of any that are applicable, the last in time. 

(11) Privacy – ShAire takes appropriate measures to maintain data regarding its Passengers confidential. ShAire may be required to furnish Passenger data, such as name, date of birth, and passport information, to comply with national and international security requirements or rules of governing bodies. It may also be necessary for ShAire to provide names of persons on a flight and other information to third parties providing services related to a flight including to an Operator and governmental authorities. ShAire may use Passenger information to check the credit of Passenger in connection with its invoice collection efforts or to check the credit of Member and perform criminal and other background searches of Member in connection with evaluating whether to accept or continue Member’s membership in the Membership Program. ShAire does not sell Passenger or guest data to third parties.
For further information regarding ShAire’s processing of your data and information, please reference ShAire’s Privacy Policy which is available on the Legal link of ShAire’s website.

(12) Release to Use Picture and Voice – Passenger authorizes ShAire, its subsidiaries, licensees, successors and assigns, to use Passenger’s (1) picture, including photographic, motion picture, and electronic (video) images; and (2) voice, including sound and video recordings, in each case created while Passenger is utilizing the Program. Passenger hereby grants ShAire, its subsidiaries, licensees, successors and assigns, the right to use, publish, and reproduce, for all purposes, Passenger’s name, picture of Passenger in film or electronic (video) form, sound and video recordings of Passenger’s voice, and printed and electronic copy of the information described above in any and all media including cable and broadcast television and Internet, and for exhibition, distribution, promotion, advertising, sale, press conferences, meetings, hearings, educational purposes and in brochures and other print media. This permission extends to all languages, media, formats and markets now known or hereafter devised whether in the United States or abroad. The permission shall continue forever. Passenger further grants ShAire, its subsidiaries, licensees, successors and assigns all right, title, and interest in all finished pictures, negatives, reproductions, and copies of the original print, and further grants ShAire, its subsidiaries, licensees, successors and assigns the right to give, sell, transfer, and exhibit the print in copies or facsimiles thereof, for marketing, communications, or advertising purposes, as it deems fit in its sole discretion. Passenger hereby waives the right to receive any payment for granting this release and waives the right to receive any payment for ShAire’s, its subsidiaries, licensees, successors and assigns use of any of the material described above for any purpose authorized by this release. Passenger also waives any right to inspect or approve finished photographs, audio, video, multimedia, or advertising recordings and copy or printed matter or computer-generated scanned image and other electronic media that may be used in conjunction therewith and to approve the eventual use that it might be applied.

(13) Intellectual Property; License to Use Software; Acceptable Use and Non-Infringement – ShAire and its licensors shall own all right, title and interest, including all intellectual property rights, in ShAire’s services and the Software, including any suggestions, ideas, feedback, recommendations or other information provided by Members or any third party regarding ShAire’s services or the Software that ShAire incorporates into the services or Software. Subject to Member’s compliance with the Agreement, ShAire grants Member a limited non-exclusive, non-transferable license to download and use the Software solely for Member’s own personal use. Nothing in the Agreement shall be deemed to convey any rights of ownership in the Software or any ShAire intellectual property to Member or any third party, except for the limited license granted herein. Members are required to comply with the terms of any site where Software is available for download. Any violation of any ShAire terms relating to the Software may lead to suspension or cancellation of the Membership in ShAire’s sole discretion.

(14) Waiver. No failure or delay by either party in exercising any right under the Agreement shall operate as a waiver of that right and no single or partial exercise of that right shall preclude any other or further exercise of that right or the exercise of any other rights.

(15) Force Majeure. ShAire shall not have any liability for delay or failure to furnish the products or services contemplated by the Agreement when such delay or failure is caused by circumstances beyond the reasonable control of ShAire (“Force Majeure”). Examples of Force Majeure shall include the following: adverse weather conditions, mechanical failures, acts of God, governmental actions, war, civil commotion, FAA or other government regulations, crew rest, acts of terrorism, fire, explosion, flood, epidemic, labor disputes (whether or not relating to ShAire’s workforce) or restraints or delays affecting aircraft operators and carriers (including “slot delays”, inability to obtain or delay in obtaining governmental approvals, permits and licenses), closure or congestion of airports, Air Traffic Control congestion, or natural or nuclear disaster. ShAire shall not be held liable and Member agrees not to claim any damages against ShAire that Member might suffer as a result of delay or failure to make available to Member any services, if the delay or cancellation was caused by Force Majeure, as defined herein.

(16) Compliance with Laws. Passenger shall comply and Member shall ensure that all Member’s guests comply with all laws, treaties, customs, policies, public health, FAR’s and other rules and regulations, including the immigration and customs laws of each country or state from, through, or to which a flight may operate (“Laws”). Passenger further agrees to indemnify and hold ShAire, any Operator and each of their respective affiliates and their respective officers, directors, other Passengers, employees, agents and representatives (the “Indemnitees”) harmless against any and all loss, liability, damage or expense suffered or incurred by the Indemnitees (including attorneys’ fees and expenses) by reason of any failure of Passenger or its officers, directors, employees, agents, representatives or guests to comply with any Laws.

(17) Notice and Contact Information. ShAire may give notice by means of a general notice through the Software, email to Passenger’s email address on record or by written communication sent to Passenger’s address on record. Such notice shall be deemed to have been given upon the expiration of two (2) business days after mailing (if sent by first class mail) or twenty-four (24) hours after posting or sending it via email or other means of electronic transmission. Passenger may give notice to ShAire (such notice shall be deemed given when received by ShAire) at any time by any of the following: letter delivered by nationally recognized overnight delivery service or first class mail postage prepaid with delivery confirmation to ShAire at the following address: (8376 Davis Blvd North Richalnd Hills TX 76182) addressed to the attention of: Chief Executive Officer, with a copy to the Legal Department.

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