This Public Charter Operator-Participant Agreement (“Agreement”) between 380 SOFTWARE LLC dba THEOS, LOCATED AT 10845 Griffith Peak Dr., Suite 200, Las Vegas, NV 89135, AS A PUBLIC CHARTER OPERATOR AS DEFINED BY 14 CFR § 380.2 (“THEOS”) and “Participant” sets forth the terms and conditions in which THEOS sells seats on Public Charter flights to Participant in accordance with 14 CFR Part 380, et al (“Flights”). If Participant is traveling with and paying for multiple travelers, Participant’s execution of this Agreement will be on behalf of Participant and all members of the traveling party. Notwithstanding the foregoing, upon request, THEOS will provide a copy of this Agreement to any member of the traveling party.

Flight pricing includes all applicable taxes and fees. FLIGHTS ARE NOT CONFIRMED UNTIL PARTICIPANT RECEIVES A CONFIRMATION E-MAIL (“Confirmation”).

THEOS will not provide confirmation until receipt of full payment for the Flight.
Booking charge also includes a THEOS-imposed technology fee of twenty-five dollars ($25) per Participant per flight segment. THEOS will not accept payment for the Flight unless, in connec- tion with such payment, Participant digitally agrees to this Agreement. The form of payment ac- cepted for transportation on PCO flights is credit card. Upon execution of the Agreement and de- livery of Confirmation, THEOS will transmit payment for the Flight to THEOS’ Charter Deposi- tory (Escrow) Account at Huntington National Bank, 17 High Street, Columbus, OH 43216. Payment for Flights are further protected in part by a “Security Agreement” between Cross First Bank, 4582 South Ulster Street, Suite 150, Denver, CO 80237 (”Securer”). Unless Participant files a claim with THEOS, or, if THEOS is unavailable, with Securer within 60 days after the completion of the Flight, Securer will be released from all liability to Participant under the Secu- rity Agreement.

Flights are operated by Great Western Air, LLC (dba Cirrus Aviation Services) ("Cirrus" or the “Operator"). Operator will be using a Bombardier CL 850 in the configuration of 14 seats. Operator reserves the right to contract with a substitute air carrier. Operator reserves the right to substitute equivalent aircraft in the event of a technical or other need and will inform you of such substitution prior to your departure.

Each passenger may bring one personal item weighing no more than 10 lbs and not larger than 13" X 13" X 10" in the aircraft cabin. Each passenger may bring one checked bag not to exceed 30 lbs with dimensions not to exceed 27" X 19" X 12". Cirrus will not accept oversized or odd-

shaped baggage.

Aircraft do not have overhead bins. While the cargo hold is pressurized and temperature- controlled on the Challenger 850 (Bombardier CL 850). We suggest placing toiletries, such as shampoos, lotions, toothpaste, etc., in a sealed plastic bag to ensure damage in your luggage does not occur. Bottles of wine or similar beverages must not be open, and we recommend they be carried in the cabin to prevent breakage and damage to the contents of the baggage compartment. No open bottles of red wine or similar beverages will be permitted aboard to prevent interior damage.

All baggage is carried subject to Operator’s sole discretion. Additional baggage requires Operator’s pre-approval. Neither THEOS nor Operator assumes liable for lost, damaged, or delayed baggage, except as required by applicable law. More details on THEOS’ baggage policy can be found at https://gotheos.com/pages/luggage-policy

THEOS reserves the right to change the form of service from charter flight to scheduled flight and vice versa. Consumer protections afforded Public Charter participants will apply only to those participants who actually travel on a Public Charter flight. Participants who actually travel on scheduled flights will receive only the consumer protections applicable to scheduled service. Tickets issued or procured by THEOS are neither endorsable to other carriers nor usable on other routes of the same carrier. Flight dates and times are not guaranteed.

Participants must arrive fifteen (15) minutes prior to their scheduled departure time. Flights may depart up to five (5) minutes ahead of their scheduled departure time due to circumstances including, but not limited to; weather, temporary flight restrictions (TFR), airport congestion, airport curfews and pilot duty times. Neither THEOS nor the Operator have an obligation to wait for late participants. Refunds are not issued for missed Flights.

1. Full refund until execution of this Agreement.

2. Cancellations made more than seven (7) days prior to the Flights scheduled departure time will receive a credit to Participant’s account for amounts paid for the Flight. Participant may apply the credit toward a future flight, or portion thereof (subject to availability). Cancellation credits expire within twelve (12) months of receipt.

3. Unless stated otherwise in THEOS’ https://gotheos.com/pages/cancellation-and-change-policy, no refund or credit for cancellations made seven (7) days or less before a Flight’s scheduled de- parture date.

4. No refund for “no shows” or missed Flights due to lateness.

5. Notwithstanding the foregoing, substitute participants may be arranged for charter participants at any time preceding departure. If Participant provides THEOS with a substitute participant, or a substitute participant is sourced by THEOS, THEOS shall refund all monies paid by Participant to THEOS, less an administrative fee of $25.00. THEOS will not be deemed to have sourced a substitute participant unless all seats on the Flight are sold.

THEOS WILL NOT CANCEL A FLIGHT LESS THAN TEN (10) DAYS BEFORE THE SCHEDULED DEPARTURE DATE, EXCEPT FOR CIRCUMSTANCES THAT MAKE IT PHYSICALLY IMPOSSIBLE TO PERFORM THE FLIGHT. If such a cancellation occurs, THEOS will notify Participant as soon as possible, and Participant may (i) reschedule the Flight (subject to availability), or (ii) request a refund. THEOS reserves the right to cancel a Flight for any reason, provided that, THEOS will notify Participant in writing within seven (7) days of the cancellation, but in no event later than ten (10) days before the scheduled departure date.

“MAJOR CHANGES” BY THEOS
If THEOS makes a pre-departure “Major Change,” Participant may cancel and receive a full

refund. For purposes of this Agreement, Major Changes are defined as and limited to:

1. a change in the departure or return date, unless the change results from a flight delay.

2. a date change THEOS knows of two (2) days before the scheduled Flight date.

3. a delay longer than 48 hours.

4. a change in the origin or destination city.

5. an aggregate price increase of more than ten (10) percent occurring more than (10) days before departure.

THEOS will notify Participant of a Major Change within seven (7) days after first learning of the change, but at least ten (10) days prior to the scheduled departure; provided that, if THEOS learns of a Major Change less than ten (10) days before scheduled departure THEOS will notify

Participant as soon as possible.

Unless stated otherwise, refunds will be made in full. Requests to cancel Flights or receive a refund must be made by calling THEOS at (+1) 702-329-3201 and/or [email protected] and providing information reasonably requested by THEOS.

Except as otherwise prohibited by applicable law, THEOS reserves the right to cancel a con- firmed reservation, without refund or recourse, to any Participant suspected of making or con- firmed to have made an abusive or fraudulent booking, at the sole judgment of THEOS.

Examples of fraudulent and abusive bookings include, but are not limited to:

THE FLIGHT THAT WAS REJECTED DUE TO A MAJOR CHANGE. The rights and remedies made available under this Agreement, including the procedure for handling Major Changes, are in addition to any other rights or remedies available under applicable law; however, acceptance of a refund furnished under this Agreement shall constitute a waiver of such other rights and remedies.

Subject to applicable law, THEOS or Operator may refuse to transport or remove a Participant from an aircraft for any reason, including, but not limited to:

1. Failure to comply with this Agreement or Operator’s instruction in general; 2. Disorderly, disruptive, abusive, threatening, or conduct;

3. Appearance by the participant that he/she is intoxicated or under the influence of alcohol and/or drugs;

4. The appearance that a participant is engaged in illegal activity; or 5. Unauthorized photography in THEOS lounges or on Flights.

Refunds for Flights terminated under this Section will be determined on a case-by-case basis, subject to applicable law.

THEOS IS THE PRINCIPAL AND IS RESPONSIBLE TO PARTICIPANT FOR ALL SERVICE AND ACCOMMODATIONS, IF APPLICABLE, RELATED TO THE FLIGHT. HOWEVER, EXCEPT IN CASES OF THEOS’ NEGLIGENCE, THEOS IS NOT RESPONSIBLE OR LIABLE TO PARTICIPANT FOR ANY LOSS, INJURY, EXPENSE, DAMAGE TO PROPERTY OR PERSONAL SICKNESS, INJURY, OR DEATH WHICH RESULTS FROM OR DURING A FLIGHT.

NOTWITHSTANDING THE FOREGOING, THEOS DOES NOT OPERATE AIRCRAFT AND IS NOT A DIRECT AIR CARRIER. THEOS OFFERS TRANSPORTATION SERVICES OPERATED BY THIRD PARTIES BUT HAS NO RESPONSIBILITY OR LIABILITY FOR ANY TRANSPORTATION SERVICES PROVIDED TO PARTICIPANT BY SUCH THIRD PARTIES. PARTICIPANT ACKNOWLEDGES THAT THEOS DOES NOT MONITOR ANY THIRD-PARTY TRANSPORTATION PROVIDER’S ON-GOING COMPLIANCE WITH ANY AND ALL LICENSING AND/OR PERMITTING RULES AND REGULATIONS, AND THEOS WILL NOT BE RESPONSIBLE FOR ANY LIABILITY, CLAIMS, OR DAMAGES ARISING FROM OR IN ANY WAY RELATED TO A THIRD-PARTY TRANSPORTATION PROVIDER’S FAILURE TO MAINTAIN A CURRENT LICENSE AND/OR PERMIT. RESPONSIBILITY FOR THE DECISIONS PARTICIPANT MAKES REGARDING THEOS’ SERVICES RESTS SOLELY WITH PARTICIPANT. THEOS WILL NOT ASSESS THE SUITABILITY, LEGALITY, OR ABILITY OF ANY SUCH THIRD PARTIES AND PARTICIPANT EXPRESSLY

WAIVES AND RELEASES THEOS FROM ANY AND ALL LIABILITY, CLAIMS, CAUSES OF ACTION, OR DAMAGES ARISING FROM PARTICIPANT’S USE OF THE SERVICE, OR IN ANY WAY RELATED TO THE THIRD PARTIES INTRODUCED TO PARTICIPANT BY THE SERVICE. IN NO EVENT WILL THEOS, ITS SUPPLIERS OR LICENSORS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE CONDUCT OF PARTICIPANT OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION, DEATH, BODILY INJURY, EMOTIONAL DISTRESS, AND/OR ANY OTHER DAMAGES RESULTING FROM COMMUNICATIONS OR MEETINGS WITH OTHER USERS OF THIS SERVICES, PERSONS PARTICIPANT MEETS THROUGH THE SERVICES OR FLIGHTS PARTICIPANT BOOKS THROUGH THE SERVICES.

THEOS reserves the right to amend this Agreement without notice to the passenger so long as such amendment is in compliance with applicable governmental regulations or waivers thereof.

• Only a fully trained service animal whom is trained to perform tasks or work for a person with a physical and/or mental disability will be allowed onboard. Dogs are the only trained service animals we accept onboard.

• We DO NOT accept pets onboard.

• Service dogs must be harnessed, leashed, or otherwise tethered to you at all times. They must also be trained to behave and must stay under your control. Service animals engaging in excessive whining, barking, growling, biting, lunging, scratching or urinating/defecting in the FBO, hanger, ramp or cabin will be denied boarding.

• Participant must print and complete a Department of Transportation Service Animal Transportation form (https://www.transportation.gov/sites/dot.gov/files/2021-01/U.S. %20DOT%20Service%20Animal%20Air%20Transportation%20Form.pdf) and given to a THEOS representative on the day of travel. It should be dated on or after the date of the purchase of your ticket. If the DOT form is incomplete or missing, the animal may be denied transport. A service animal vest, harness, ID card, or registration will not be accepted in place of the DOT form as the sole indication a dog is a trained service animal.

• Participant is responsible for all costs, including excessive cleaning, associated with any damage, stains, or extraordinary wear and tear caused by, or otherwise attributed to, Participant or Participant’s passengers on any Flight (“Damage Fee”). All Damage Fees will be charged to the default form of payment listed in Participant’s account.

• Trip cancellation, health, and accident insurance is available for purchase by all participants from third parties. Options for such insurance can be sent to you upon request.

• THEOS has not, nor has a responsibility to, book hotels or provide any other accommodations.

• Participant and each member of the traveling party must present government-issued photo identification before boarding; such identity document should match the name as it appears on the Confirmation. Failure to provide proper identification may result in (i) delay of boarding and departure, or (ii) denial in boarding and forfeiture of amounts paid for the Flight.

• THEOS and/or Operator, or the substitutes thereof, reserve the right to assign seats to all participants.

• All communications, including legal notices, sent to THEOS must be mailed to the address first set forth above. Any reasonable method of written communication to Participant shall be deemed adequate notice by THEOS.

• This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada, including all matters of construction, validity and performance, without regard to

its conflict of laws provisions other than NRS 11.050 and NRS 11.070 of Nevada Revised Statutes (NRS).

• If any one or more provisions of this Agreement shall be found to be illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.