Community Flight Agreement

October 7, 2019

Community Flight Agreement

This Community Flight Agreement (“Agreement”) is entered into by and between you, the individual accepting the terms of this Agreement, and the users who have arranged the services (the “Community Flight”). By arranging a Community Flight or joining a Community Flight, you agree to the terms of this Community Flight Agreement.

The user who has arranged the Community Flight and assumed Operational Control (as defined in 14 CFR §1.1) of the Community Flight is referred to herein as the “Operator” and the users who have joined the same Community Flight shall each be referred to as a “Guest”.

The parties agree that BlackBird Air Inc. (“BlackBird”) provides an online aviation marketplace platform and that BlackBird is not an FAA certificicated direct air carrier or operator, does not own, maintain, or operate aircraft, and does not employ flight crew.

1.     Obligations of the Parties

a.     You agree to comply with the User Terms and Conditions at all times while this Agreement is in effect.

b.     If you are not the Operator, you agree that you will not provide the Operator with any compensation or confer any benefit onto Operator, whether directly or indirectly, in exchange for joining the Community Flight, and you represent and warrant that you have not done the same prior to your execution of this Agreement.

 c.     The Operator agrees that it will not accept (and has not accepted) compensation in any form from the Guest in exchange for arranging the Community Flight or assuming operational control of such Community Flight, and further agrees not to advertise, or sell the Community Flight, or any seats on the Community Flight.

d.     While this Agreement is in effect, the Operator agrees to maintain Operational Control of the Community Flight and agrees that it is Operator’s exclusive responsibility to hire and provide qualified flight crew to operate such Community Flight. 

2.     Term and Termination

a.     This Agreement shall commence upon your acceptance and continue until the Community Flight has been completed.

b.     A Guest’s rights and obligations under this Agreement terminate upon cancellation of the Guest’s booking on the Community Flight in accordance with BlackBird’s Cancellation Policy.

c.     The Operator’s rights and obligations under this Agreement terminate upon cancellation of the Community Flight in accordance with BlackBird’s Cancellation Policy.

d.     If the Operator cancels the Community Flight, then Guest may be offered the opportunity to arrange a flight and:

 i. lease the same aircraft the Operator leased for the cancelled Community Flight;

 Ii. hire the same flight crew that the Operator engaged for the cancelled Community Flight; and

iii. assume Operational Control and become Operator for the Community Flight.

e.     If Guest does not decide to arrange a new flight, then the Community Flight may remain cancelled, and Guest’s rights and obligations under this Agreement will terminate. 

3.     Assumption of Operational Control. Guest acknowledges that the identity of the Operator may change without prior notice to Guest. 

4.     General.

a.     Relationship. Each of the Guests and the Operator are independent contractors and nothing in this Agreement is intended to, or shall be deemed to, establish any partnership, joint venture, or principal agent relationship between them, or authorize either party to make or enter into any commitments for or on behalf of the other.

b.     Third Party Beneficiary. This Agreement is not intended to benefit, nor shall it be deemed to give rise to, any rights in any third party.

c.     Entire Agreement. This Agreement constitutes the entire agreement between the Operator and the Guests and supersedes all prior and contemporaneous written and oral communications between such parties regarding the Community Flight. This Agreement may not be altered, modified, or amended except by a written amendment executed by all parties hereto.

d.     Waiver. Any waiver of any right or remedy under this Agreement is effective only if given in writing and shall not be deemed to be a waiver of any prior, contemporaneous or subsequent breach or default. Failure by a party to enforce any provisions of this Agreement shall not be deemed a waiver of future enforcement of that or any other provisions.

e.     Severability. If a court of competent jurisdiction finds any provision or part of this Agreement to be unenforceable, such provision shall, to the extent possible, be modified and interpreted so as to best accomplish the objectives of such provision or portion thereof within the limits of applicable law or applicable court decisions. The remaining portions of this Agreement will remain in full force and effect.

f.      Governing Law. This Agreement shall be governed by and interpreted in accordance with the substantive and procedural laws of the state of California, without reference to choice of conflicts of law principles.  Each party hereby submits to the jurisdiction of the State and Federal Courts in the State of California in any proceeding relating to this Agreement, waives any objections it may have on the grounds of venue or forum non conveniens or any similar grounds, and consents to service of process by mail or in any other manner permitted by applicable law.