Founding Partner Terms

The following capitalized terms have the meanings set forth below wherever they appear in this Agreement.

"Application" means the operator-application form Operator submitted to LetzCharter prior to entering into this Agreement, including the tier selection, fleet information, licensing information, and contact information provided therein.

"Good Standing" means that, as of the booking date in question, Operator (a) is current on all subscription payments and other amounts owed under this Agreement; (b) has no uncured material breach of this Agreement; (c) maintains all licenses, permits, insurance, and operating authority required for the transportation or related services Operator offers through the marketplace; and (d) has not reached the effective date of termination under Section 13.

"Marketplace Launch Date" means the date on which LetzCharter publicly opens its booking marketplace to consumer traffic and begins accepting customer bookings against Operator's listed inventory.

"Pay-in-Full" means the prepaid annual billing election available to Operator under Section 6.1, in lieu of the monthly billing schedule.

"Permanently Locked Rate" means the tier-specific marketplace commission rate that takes effect upon expiration of the Subscription Term, as set forth in Section 4 and applied under Section 7(b).

"Pilot Rate" means the zero percent (0%) marketplace commission rate that applies during the Subscription Term subject to the conditions set forth in Section 7(a).

"Standard Rates" means LetzCharter's then-current published marketplace commission rates as set forth at /pricing on letzcharter.com, currently a marginal bracket structure beginning at fifteen percent (15%).

"Stripe" means Stripe, Inc., LetzCharter's payment processor for both subscription billing and marketplace booking payouts via Stripe Connect.

"Subscription Extension" means the no-charge automatic extension of the Subscription Term that occurs if the Marketplace Launch Date has not occurred prior to the expiration of the Subscription Term, as set forth in Section 8.

"Subscription Start Date" means the later of (a) the date Operator electronically signs this Agreement, and (b) the date Operator's first required payment is successfully charged, whether such payment is the first monthly installment or the Pay-in-Full amount.

"Subscription Term" means the original twelve (12) consecutive month period beginning on the Subscription Start Date.

LetzCharter operates a group transportation marketplace connecting customers with verified charter, limo, shuttle, yacht, and party-bus operators. The Founding Partner Pilot Program offers select early operators permanently locked commission rates in exchange for a monthly subscription and a diligent and timely commitment to participate during the Subscription Term.

Each Operator's Subscription Term is measured separately based on that Operator's own Subscription Start Date. The Subscription Term is not measured from the pilot program start date, the Marketplace Launch Date, or any other Operator's enrollment date. Accordingly, Operators who sign and pay on different dates may have different Subscription Term expiration dates, different Pilot Rate eligibility periods, and different dates on which their Permanently Locked Rate begins.

Operator selected a pilot tier in the Application. Each tier carries a monthly subscription fee and a Permanently Locked Rate that depends on when Operator enrolls:

Months 1-6 enrollment (May 1 - October 31, 2026): Founding: $1,000/month, 3% commission permanently locked Growth: $500/month, 5% commission permanently locked Starter: $250/month, 7% commission permanently locked

Months 7-12 enrollment (November 1, 2026 onward): Founding: $1,000/month, 5% commission permanently locked Growth: $500/month, 7% commission permanently locked Starter: $250/month, 9% commission permanently locked

During the Subscription Term, Operator pays the Pilot Rate (0%) on all marketplace bookings, subject to the conditions set forth in Section 7(a). Upon expiration of the Subscription Term, the Permanently Locked Rate set forth above takes effect and remains locked with no expiration, as set forth in Section 7(b).

All tiers receive identical platform access, support, and features.

Subscription fees are billed monthly in advance via Stripe. Operator authorizes LetzCharter (via Stripe) to charge the designated payment method on each renewal date until cancelled per Section 13. Stripe processing fees (2.9% + $0.30 per transaction) are passed through to Operator at cost on marketplace bookings.

Operator must create and maintain a Stripe Connect account and comply with Stripe's applicable terms, verification requirements, payout rules, reserves, risk reviews, and account restrictions. Payout timing is subject to Stripe, banking networks, risk review, chargebacks, reserves, verification status, and applicable law.

LetzCharter shall deduct Operator's applicable commission rate from each customer booking before remitting the remainder to Operator via Stripe Connect. The applicable commission rate shall be determined as follows:

(a) Pilot Rate (0%). The Pilot Rate shall apply to a customer booking if and only if all of the following conditions are simultaneously satisfied as of the booking date: (i) the Marketplace Launch Date has occurred prior to the expiration of the Subscription Term; (ii) the booking date falls on or after the Marketplace Launch Date and on or before the expiration of the Subscription Term; and (iii) Operator is in Good Standing. If any of conditions (i)-(iii) is not satisfied as of the booking date, the rate set forth in subsection (b) or (c) of this Section 7 shall apply in lieu of the Pilot Rate.

(b) Permanently Locked Rate. Upon expiration of the Subscription Term — whether or not the Marketplace Launch Date has occurred during the Subscription Term — the Permanently Locked Rate set forth in Section 4 shall take effect and shall apply to all bookings completed thereafter, with no expiration. Operator's Permanently Locked Rate shall be determined by the enrollment window applicable on the date of Operator's original sign-up (Months 1-6 vs. Months 7-12, per Section 4). For the avoidance of doubt: the Subscription Extension provided under Section 8 (which applies in the event the Marketplace Launch Date has not occurred prior to the expiration of the Subscription Term) covers the subscription fee only and shall not operate to extend, defer, revive, or reactivate the Pilot Rate. Bookings completed on or after the Marketplace Launch Date — including bookings completed during any Subscription Extension — shall be commissioned at the Permanently Locked Rate.

(c) Standard Rates Following Early Termination. If Operator terminates the subscription before the expiration of the Subscription Term (per Section 13), Operator's entitlement to both the Pilot Rate and the Permanently Locked Rate shall be forfeited as of the effective date of such termination. Bookings completed on or after the termination effective date shall be commissioned at LetzCharter's Standard Rates.

For illustrative purposes only and not as a limitation on the foregoing (Example 1 — Marketplace Launch Date during Subscription Term): if Operator A's Subscription Term commences in Month 1 (of the pilot program) and Operator B's Subscription Term commences in Month 5, and the Marketplace Launch Date occurs in Month 8, then Operator A would be entitled to the Pilot Rate on bookings during Months 8-13 (the final 5 months of Operator A's Subscription Term, subject to continued Good Standing), and Operator B would be entitled to the Pilot Rate on bookings during Months 8-17 (the final 9 months of Operator B's Subscription Term, subject to continued Good Standing). In each case the Permanently Locked Rate would apply to all bookings completed after the expiration of that Operator's individual Subscription Term.

For illustrative purposes only and not as a limitation on the foregoing (Example 2 — Marketplace Launch Date after Subscription Term expires): if Operator's Subscription Start Date is May 1, 2026 (Subscription Term running through April 30, 2027), and the Marketplace Launch Date does not occur until September 1, 2027, Operator owes no additional subscription fees between May 1, 2027 and September 1, 2027 (the Subscription Extension covers this period). Beginning on the Marketplace Launch Date (September 1, 2027), Operator pays the Permanently Locked Rate. Operator does not receive a new, restarted, deferred, or extended 0% commission period.

Payouts shall follow Stripe Connect's standard schedule (typically two (2) business days). Organizer event-management fees on multi-operator bookings, where applicable, shall be charged to the Organizer and shall not be deducted from Operator's payout.

If the Marketplace Launch Date has not occurred prior to the expiration of the Subscription Term, the subscription shall extend automatically at no additional charge to Operator until the Marketplace Launch Date occurs (the "Subscription Extension"). For the avoidance of doubt, the Subscription Extension covers the subscription fee only; commission rates during the Subscription Extension and at all times thereafter shall be governed exclusively by Section 7.

For clarity, the Subscription Extension extends platform access without additional subscription fees only. It does not extend, defer, revive, restart, or reactivate the Pilot Rate. If the Marketplace Launch Date occurs after Operator's Subscription Term has expired, Operator shall not owe additional subscription fees during the Subscription Extension, but all marketplace bookings occurring on or after the Marketplace Launch Date shall be commissioned at Operator's Permanently Locked Rate, not the Pilot Rate.

Operator shall: (a) provide accurate fleet, licensing, and insurance information in the Application and update such information as it changes; (b) honor confirmed bookings at the quoted price; (c) respond to customer inquiries within two (2) business days of receipt; and (d) refrain from attempting to divert marketplace-sourced customers to off-platform transactions.

LetzCharter may offset, withhold, debit, or recover from Operator any amounts associated with refunds, cancellations, customer disputes, payment reversals, chargebacks, fraud, duplicate payments, failed services, or adjustments related to Operator's bookings. Operator remains responsible for any negative balance attributable to Operator's bookings or conduct.

Operator shall not solicit, redirect, invoice, accept payment from, or complete transactions with marketplace-sourced customers outside the LetzCharter platform for a period of twelve (12) months after the customer's first marketplace inquiry, quote, message, booking, or referral, unless Operator can reasonably document that the customer was an existing customer of Operator before the marketplace-sourced contact.

A violation of this Section 12 constitutes material breach and may result in suspension, termination, forfeiture of Pilot Rate and Permanently Locked Rate benefits, recovery of lost commissions, and injunctive relief.

The first three (3) months of the Subscription Term are non-cancellable. After month three, either party may terminate this Agreement with thirty (30) days' written notice. Operator shall be responsible for payments through the end of the notice period only.

If Operator completes the full Subscription Term, the Permanently Locked Rate remains in effect with no expiration. If Operator terminates before completing the Subscription Term, all Permanently Locked Rate benefits shall be forfeited and Operator shall revert to the Standard Rates as of the termination effective date.

LetzCharter may suspend or terminate this Agreement immediately for material breach, including safety incidents, fraud, or failure to honor confirmed bookings. LetzCharter shall provide fourteen (14) days' written notice and opportunity to cure before termination, except in cases of fraud or safety emergencies.

If Operator sells, transfers, or otherwise conveys substantially all of its ongoing business operations (including fleet, customer relationships, and active bookings) to another entity that continues to operate in the charter transportation industry, the Permanently Locked Rate shall transfer to the acquiring entity with no expiration, provided (a) the acquirer notifies LetzCharter in writing within thirty (30) calendar days of the closing date of such transfer, (b) the acquirer agrees in writing to the terms of this Agreement, and (c) Operator is in Good Standing at the time of transfer.

For illustrative purposes only and not as a limitation on the foregoing: if Operator's business sale closes on August 1, 2027, the acquirer must deliver written notice to LetzCharter on or before August 31, 2027, and must execute the acquirer-acceptance terms of this Agreement, in order for Operator's Permanently Locked Rate to transfer to the acquirer.

Pilot pricing, pilot status, and the terms of this Agreement are confidential. Operator agrees not to publicly disclose its tier, locked rate, or pilot status without prior written consent from LetzCharter. This obligation shall survive termination of this Agreement for two (2) years.

Customer contact information, booking details, and trip metadata generated through the marketplace are confidential. Operator shall use such information solely to fulfill marketplace bookings and shall not retain, share, or use such information for off-platform marketing, solicitation, or any purpose other than fulfillment of the booked service. Operator shall comply with all applicable privacy and data protection laws.

Operator shall indemnify, defend, and hold harmless LetzCharter and its owners, officers, employees, contractors, affiliates, and representatives from and against any claims, damages, losses, penalties, fines, chargebacks, refunds, costs, and expenses, including reasonable attorneys' fees, arising out of or related to: (a) Operator's transportation or related services; (b) Operator's vehicles, vessels, drivers, employees, contractors, or agents; (c) Operator's licensing, insurance, safety, or regulatory compliance; (d) Operator's failure to honor confirmed bookings; (e) customer injuries, property damage, delays, cancellations, or service disputes caused by Operator; (f) Operator's fraud, misconduct, negligence, or breach of this Agreement; or (g) Operator's attempt to divert marketplace-sourced customers off-platform.

The foregoing indemnification obligations shall not apply to claims arising solely from LetzCharter's own gross negligence or willful misconduct.

To the maximum extent permitted by law, LetzCharter's aggregate liability under this Agreement shall not exceed the total subscription fees paid by Operator in the twelve (12) months preceding the event giving rise to the claim. LetzCharter shall not be liable for indirect, consequential, or punitive damages. LetzCharter makes no guarantees regarding the volume of marketplace leads or bookings.

LetzCharter shall not be liable for delay or failure to perform caused by events beyond its reasonable control, including payment processor issues, technology outages, labor disruptions, governmental action, regulatory changes, natural disasters, war, terrorism, cyberattacks, supplier failures, or other force majeure events.

This Agreement is governed by the laws of the State of Wyoming, without regard to conflict-of-laws principles. The parties shall first attempt to resolve any dispute arising under or relating to this Agreement through good-faith negotiation, commenced within thirty (30) calendar days of written notice of the dispute. If the dispute is not resolved within sixty (60) calendar days of such written notice, either party may submit the dispute to binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association.

By typing your full legal name, checking the acknowledgment box, and clicking "Sign and Continue", you agree that (a) you have read and understood this Agreement in full, (b) you have authority to bind the Operator entity, (c) your typed name constitutes your electronic signature under the U.S. E-SIGN Act and applicable state law, and (d) this Agreement is legally binding.