UNILATERAL PRIZE PROVIDER AGREEMENT
This Unilateral Prize Provider Agreement (this “Agreement”), effective as of 2/18/26 (the “Effective Date”) is made and entered into by the undersigned entity (“Sponsor”) in favor of JetSuiteX, Inc., a Delaware corporation (“JSX”). WHEREAS, Sponsor intends to conduct, administer, or host one or more fundraising or promotional activities, which may include a sweepstakes, contest, raffle, silent auction, charity tournament, prize drawing, or other giveaway (each, a “Promotion”);WHEREAS, Sponsor plans to offer a prize provided by JSX in connection with the Promotion, as set forth below.NOW THEREFORE, in consideration of the prize provided by JSX, Sponsor agrees to the following terms and conditions:
1. Administration of Promotion. Sponsor will be solely responsible, at its own cost and expense, for all aspects of the Promotion, including without limitation: (a) drafting official rules, terms and conditions, disclaimers, and winner declarations for the Promotion, (b) managing and operating the Promotion, any registration and/or bonding compliance for the Promotion, (c) ensuring any sweepstakes is free to enter to win, any contest is based on skill, and any raffle or other game of chance is conducted solely in the manner permitted under applicable charitable-gaming or other laws; (d) selecting, verifying and notifying the winners; (e) issuing any applicable tax forms and complying with all tax-reporting obligations; (f) procuring and obtaining all authorizations, permissions, and releases; and (g) posting winner information and maintaining Promotion records (“Administration of Promotion”). Sponsor represents and warrants that Administration of Promotion shall be in compliance with all federal, state and local laws and regulations. For the avoidance of all doubt, JSX shall in no way be responsible for Administration of Promotion with the sole exception of providing the Prize (as defined below) to the Sponsor.
2. Prize Description. JSX will provide the following to Sponsor solely to be used as a prize in connection with the Promotion: one travel voucher for two roundtrip flight on a JSX- published flight (“Prize”). The Prize is made available on the additional terms set forth in this Agreement and must be awarded within twelve (12) months of Sponsor’s receipt of such Prize. The winner may select roundtrip travel between Southern California (Burbank (BUR) or Santa Monica (SMO)) and Monterey (MRY). Any Vouchers not awarded within this period may, at JSX’s sole discretion, be voided or required to be returned to JSX.
3. Prize Conditions and Promotion Rules. In exchange for the Prize, Sponsor agrees to include the following terms and conditions in the Promotion rules and as an express condition of the winner being awarded the Prize:
The online travel voucher is valid to redeem two (2) roundtrip public charter flights between Southern California (Burbank (BUR) or Santa Monica (SMO)) and Monterey (MRY) on JSX (“Voucher”). Travel is restricted to these routes only and may not be redeemed for any other origin or destination. The Voucher must be redeemed by December 31, 2027. Travel is subject to availability and applicable restrictions. Note that a JSX account is required to redeem the Voucher. If a winner does not have a JSX Profile, the winner may join at no cost online at www.jsx.com/home. JSX terms and conditions apply. The approximate retail value (“ARV”) of the Prize is $1000. The actual value of the Prize may vary depending on the origin and destination cities and/or airfare fluctuations. Any difference between the ARV and the actual cost will not be awarded.
The Voucher may not be used in conjunction with any other promotion or offer, except in JSX’s sole and absolute discretion. The Voucher is not valid on interline or codeshare service. The Voucher will not be replaced for any reason, including, without limitation, if lost, stolen, or fraudulently used. The Voucher is non-transferrable and cannot be sold to a third party. The expiration of the Voucher is controlled by the terms of the Voucher. Sale, auction, assignment, trading, or re-tendering of the Voucher for money or other consideration is strictly prohibited. The Voucher may not be used for promotional purposes unless previously approved by JSX. Voucher holders are required to be eighteen (18) years of age or the age of majority in their respective state and a legal U.S. resident. However, the recipient of the Voucher may arrange travel for another person if done without selling or bartering the Voucher. Air transportation by JSX and JSX Air is subject to JSX’s Contract of Carriage set out at www.jsx.com/ContractOfCarriage and JSX’s Operator Participant Agreement set out at www.jsx.com/OperatorParticipantAgreement. If the winner does not live in a city served by JSX, the winner is solely responsible at their own expense for transportation to and from an airport served by JSX. The winner is responsible for booking all travel and paying all applicable taxes and fees. Travel is subject to seat availability; blackout dates and other restrictions may apply. JSX is not liable for expenses incurred as a consequence of flight cancellation/delay. Seats on any desired flight are not guaranteed. The winner is responsible for obtaining all required travel documents and security clearances, and must have valid government-issued photo identification at the time of travel.
By participating in the Promotion, entrants and winners agree to release, defend, indemnify and hold harmless JSX and its respective officers, directors, employees, representatives, and agents from and against any claims, demands, liabilities, losses, damages, judgments, penalties, costs, injuries, and expenses (including, without limitation, reasonable attorneys’ fees) arising out of, relating to or in connection with the Promotion and/or the Prize.
4. Retention and Inspection of Records. Sponsor will maintain for a period of two (2) years all records relating to the Promotion. JSX may inspect and copy such records.
5. Indemnification. Sponsor hereby agrees at its expense, to defend, indemnify and hold harmless JSX and its parents, subsidiaries, affiliates, successors and assigns and their respective officers, directors, employees, shareholders, representatives, and agents from and against any and all claims, demands, liabilities, losses, damages, judgments, penalties, costs, injuries, death, deficiency, interest, award, penalty, fine, or expense (including, without limitation, reasonable attorneys’ fees and professional fees and costs) arising out of, relating to or in connection with (a) Sponsor’s negligence, willful misconduct, breach or alleged breach of this Agreement and (b) Sponsor’s Administration of the Promotion set out in Section 1, except with respect to the Prize provided by JSX.
6. Publicity; License to Use Sponsor Marks. Sponsor hereby grants JSX and its affiliates, successors and assigns, a non-exclusive, worldwide, perpetual, royalty-free right and license to use Sponsor’s name, trade name, trademarks, logos and other proprietary indicia (collectively, the “Sponsor Marks”) solely to publicize the fact that JSX has donated a prize to Sponsor (the “Permitted Purpose”). Such use may include, without limitation, inclusion of the Sponsor Marks in JSX press releases, social-media posts, marketing e-mails, webpages, printed collateral, investor presentations, ESG or CSR reports, and other advertising or publicity materials, in each case strictly for the Permitted Purpose. Sponsor may revoke the license granted herein by giving JSX thirty (30) days’ prior written notice. Sponsor acknowledges that JSX shall not be obligated to recall, destroy, or retroactively amend printed materials or electronic or social-media content already distributed, published, or archived prior to the effective date of the Revocation Notice. The provisions of this Section 6 shall survive any expiration or termination of this Agreement for so long as JSX is permitted to use the Sponsor Marks pursuant or until such license is revoked.
7. OPTIONAL] [Insurance. During the Agreement and for a period of two years after the date of this Agreement, Sponsor shall, at its own expense, maintain and carry insurance in full force and effect that includes, but is not limited to, commercial general liability (including product liability) with limits no less than Five Million Dollars ($5,000,000) per occurrence, and in the aggregate where applicable, providing coverage for bodily injury (including death of any person) and any damage to (including destruction of) property, which coverage may be comprised of a combination of primary and umbrella/excess liability limits; and (ii) if the Promotion will be conducted online, a cyber security insurance policy with coverage of not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate, each with financially sound and reputable insurers. Upon JSX’s request, Sponsor shall provide JSX with a certificate of insurance evidencing the insurance coverage specified in this Agreement. The certificate of insurance shall name JSX as an additional insured. Sponsor shall provide JSX with thirty (30) days’ advance written notice in the event of a cancellation or material change in Sponsor’s insurance policy.
8. Relationship between Parties. Sponsor and JSX are independent contractors. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between Sponsor and JSX or to impose any liability attributable to such a relationship upon either party.
9. Miscellaneous. This Agreement constitutes the entire agreement and understanding of Sponsor with respect to the subject matter hereof, and supersedes all prior discussions and all oral and written negotiations, promises or understandings. No modification or amendment to this Agreement shall be valid unless in writing, signed by Sponsor and accepted in writing by an authorized representative of JSX. No usage of trade or course of dealing between or among any persons having any interest in this Agreement will be deemed effective to modify, amend, or discharge any part of this Agreement or any rights or obligations of any party hereunder. No failure or delay by either party in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any right, power, or privilege. If any provision of this Agreement is determined to be unenforceable, the remaining Agreement shall remain effective and the unenforceable provision shall be replaced by an enforceable provision that most closely meets the intent of the parties. Any interpretation of this Agreement will not presume that its terms should be more strictly construed against one party by reason of any rule of construction or authorship. Execution and delivery of this Agreement by electronic means (including PDF or electronic signature compliant with the U.S. E-SIGN Act) shall be deemed effective for all purposes. Sponsor shall provide JSX any tax documentation that JSX requests.
10. Non-assignability; subcontracting. Sponsor shall not assign, delegate or subcontract any of its rights or obligations under this Agreement without prior written consent of JSX.
11. Dispute Resolution. This Agreement and any dispute, legal action or proceeding relating to, arising from or in connection with this Agreement, the Promotion and/or Prize shall be governed by, construed in accordance with, and enforced pursuant to the laws of the State of Texas, without regard to its conflict of laws principles. Any legal action or proceeding arising out of or relating to this Agreement, the Promotion and/or Prize shall be heard exclusively in courts located in Dallas, Texas, and Sponsor hereby waives any objections based upon the jurisdiction, forum, or venue of such courts. SPONSOR EXPRESSLY CONSENTS TO THE JURISDICTION IN THIS SECTION AND HEREBY KNOWINGLY, VOLUNTARILY AND IRREVOCABLY WAIVES ANY AND ALL RIGHTS TO A JURY TRIAL IN CONNECTION WITH ANY LITIGATION UNDER THIS AGREEMENT.
