TERMS OF USE (MEXICO)

Last Update Date: April 12, 2018

These Terms of Use of VOOM VFI Mexico S. de R.L. de C.V. ("Voom") set forth the terms and conditions for you (the "User" or “You”) to: (i) access and use Voom’s proprietary on-demand air mobility support infrastructure network (the “Voom Network”) to book helicopter flights with helicopter operators participating in the Voom Network (“Helicopter Operators”); and (ii) contract, as passenger, with such Helicopter Operators for on-demand air transportation services (servicio de taxi aéreo) rendered in accordance with Article 6 of the Regulations to the Civil Aviation Law (Reglamento de la Ley de Aviación Civil) (“Air Taxi Services”), to and from helipads operated by independent, third-party airfield services providers (prestadores de servicios aeroportuarios) (“Helipad Operators”) within Mexico City, Mexico and its environs (the “Region”).

PLEASE READ THESE TERMS CAREFULLY BEFORE ACCESSING OR USING THE VOOM NETWORK. YOUR ACCESS TO AND USE OF THE VOOM NETWORK IS CONDITIONED TO YOUR AGREEMENT TO BE BOUND BY THESE TERMS, WHICH (I) ESTABLISH A CONTRACTUAL RELATIONSHIP BETWEEN YOU AND VOOM, AND (II) GOVERN THE CONTRACTUAL RELATIONSHIPS BETWEEN YOU AND EACH HELICOPTER AND HELIPAD OPERATOR.

I. Scope of the Terms of Use

a. Voom Network

Voom grants User a limited, non-exclusive, non sublicensable, revocable, non-transferable license solely for the following purposes: (i) access and use the Voom Network, including, without limitation, Voom’s mobile application, website and other proprietary technologies and applications (collectively, the “Voom App”) in order for User to book flights with the Helicopter Operators and receive the Air Taxi Services; and (ii) access and use any content, information and related materials that may be made available through the Voom Network, in each case solely for your personal, non-commercial use. If you do not agree to these Terms, you may not access or use the Voom Network. These Terms expressly supersede any prior agreements or arrangements between you and Voom. Voom may immediately terminate these Terms or any contractual relationship established with you, and suspend or deny you access to the Voom Network, in whole or in part, at any time, and for any reason.

b. Air Taxi Services

Voom, as commission agent of the Helicopter Operators pursuant to certain Helicopter Network Agreements previously executed between Voom and the Helicopter Operators, has the capacity to (i) enter into agreements in the form of these Terms on behalf of each Helicopter Operator with User as passenger, for each contracted flight (a “Flight”), whereby each Helicopter Operator agrees to provide the Air Taxi Services to User as passenger and which Terms are perfected for each Flight through the consent granted by User as passenger and each Helicopter Operator by means of a “click” acceptance process on the Voom App; and (ii) upon request of User receive a digital tax invoice (comprobante fiscal digital por Internet), issued by the corresponding Helicopter Operator in accordance with applicable laws (“CFDI”), and forward such CFDI to User.

II. Use of Voom Network

a. Restrictions

You hereby recognize that Voom owns exclusively all right, title and interest in and to the Voom Network and all intellectual property according to Industrial Property Law, Mexican Copyright Law, including any law that may be applicable on this matter arising out of or created in connection with the Voom Network (“Voom IP”). You disclaim any right, title or interest you may have in any Voom IP, and will not use the Voom IP for other purposes than those provided for in these Terms, including without limitation, attempt to modify, reverse, compile, disassemble or otherwise reverse engineer the source or object code of the software components of the Voom IP, distribute, license or otherwise make available, directly or indirectly, the software components of the Voom IP to any third party, copy or otherwise duplicate the Voom IP, including attempt to promote, license, sell, publish or otherwise make available, directly or indirectly, the Voom IP to any third party, except as contemplated by these Terms. Voom reserves all rights not expressly granted in these Terms. Upon termination of these Terms, User will immediately cease and discontinue any and all use of the Voom IP. Any rights not expressly granted herein are reserved by Voom and Voom’s licensors.

b. User Accounts

In order to use most aspects of Voom Network, you must register for and maintain an active personal user account ("Account"). You must be at least 18 years of age to obtain an Account. Account registration requires you to submit to Voom certain personal information, under the terms of our Privacy Policy, such as your name, address, mobile phone number, Individual Taxpayer Registration Number (R.F.C.), weight, passport number and your birth date, as well as at least one valid payment method (either a credit card or other accepted means of payment). You agree to maintain accurate, complete, and up-to-date information in your Account. If you fail to maintain accurate, complete, and up-to-date Account information, such as if the payment method on file becomes invalid or the expiration date has passed, you may be unable to access and use the Voom Network (thus becoming unable to book Flights with the Helicopter Operators) and Voom may terminate the contractual relationship established with you. You are responsible for any activity that occurs under your Account. You must maintain the security and secrecy of your Account username and password at all times. Unless otherwise permitted by Voom in writing, you may only possess one Account.

c. User Conduct

The Voom Network is not available for use by persons under the age of 18. You may not authorize third parties to use your Account, and you may not allow persons under the age of 18 to use the Voom Network. You may not assign or otherwise transfer your Account to any other person or entity. You agree to comply with all applicable laws when using the Voom Network.

III. Use of Air Taxi Services

a. Booking; Invoice.

Helicopter Operators will provide the User with Air Taxi Services from a helipad of origin to a helipad of destination, subject to the terms, conditions and policies of these Terms. If you require special assistance for your Flight or have special needs in connection to the Air Taxi Services, you must request the necessary services or equipment when booking the corresponding Flight. In accordance with the applicable laws, Voom will inform the User whether the special services can be provided by the Helicopter Operator, as well as any additional charges for such services.

Upon your booking of a Flight, Voom, on behalf of the relevant Helicopter Operator, will confirm the booking by issuing and sending to you an “Invoice” (Factura). The Invoice shall consist of an electronic document identifiable through a number or a password (alphanumeric code) in the Voom Network. With respect to each Air Taxi Service contracted for a Flight, the Invoice will form an integral part of these Terms and, in accordance with Articles 37 and 38 of the Regulations to the Civil Aviation Law, will contain data specific to the reservation, such as: (i) Flight and confirmation numbers, (ii) the User’s and the relevant Helicopter Operator’s name, (iii) helipad of origin and helipad of destination, (iv) the date and time of the Flight’ departure, (v) number of pieces of baggage that may be transported in the Flight, as well as their maximum dimensions and any other applicable baggage restrictions, (vi) the Passenger Fee and a breakdown of the fees comprising such Passenger Fee, (vii) the User’s rights as passenger and the responsibilities of the relevant Helicopter Operator, and (viii) any additional conditions of the Air Taxi Services. Invoices are non-transferable and non-refundable. User shall be solely responsible for verifying that his/her name is properly spelled out.

b. User Conduct.

You agree to comply with all applicable laws when using the Air Taxi Services, using them only for lawful purposes (e.g., no transport of unlawful, dangerous, or hazardous materials), and not cause any nuisance, annoyance, inconvenience, or property damage, whether to the Helicopter Operators or any other party. You are required to follow all safety protocol and instructions provided by the aircraft commander and crew when using the Air Taxi Services.

c. Physical Security

Voom, the Helicopter Operators and/or Helipad Operators may engage independent, third party security personnel ("Security Partners") to help ensure your safety and security prior, during and following the Flights.

You agree to arrive at the check-in counter of the relevant helipad of origin at least 15 minutes before the Flight departure time indicated in the corresponding Invoice. At the helipad of origin, you may be subject to “airport style” security measures when using the Air Taxi Services. These measures may include being subject to a metal detector, baggage manual inspection, and other similar security measures. You may not bring dangerous items on your journey, such as firearms, knives, explosives, radioactive material, or any other that Voom, the Helicopter Operators, the Helipad Operators, or the Security Partners consider that may pose a rise to the safety of the Flight, you or any passenger. You may also be subject to screening against various databases (i.e., no-fly lists, criminal watch lists, etc.).

Each of Voom, the Helicopter Operators, the Helipad Operators and the Security Partners, and any other third parties providing aspects of the Voom Network, are entitled to refuse to provide any services, in whole or in part, for any reasonable security reason, and will immediately contact appropriate authorities should you refuse.

d. Verification of ID

In order to board a helicopter and in other certain instances at the helipads, you may be asked to provide proof of identity – to be done upon the presentation of a Photo ID issued by a governmental authority with the capacity to do so, and which ID shall contain the data matching exactly with the information provided in your Account. You may be denied access to the helipads or heliports, as well as the provision of Air Taxi Services, if you refuse to provide such identification document.

e. Baggage

All baggage may be subject to inspection prior to the corresponding Flight. If as a result of said inspection, the relevant Helicopter Operator, Helipad Operator or Security Partner identifies that the User is carrying prohibited or illegal items, it will notify Voom and, if applicable, the competent authorities to intervene and the corresponding piece of baggage will not be transported. Upon receipt of your baggage, the relevant Helicopter Operator may issue a baggage identification tag for each piece of baggage. This baggage identification tag will consist of two parts: one half delivered to the User and the other half attached to the baggage. You must keep the User-tag-half and show it, upon request, to the Helicopter Operator or Helipad Operator personnel at the destination helipad to claim the baggage.

During your journey, you may be separated from your baggage and belongings at the discretion of the Helicopter Operators. Items that may be "fragile" should not be brought on the Air Taxi Services, and, in accepting these Terms, you agree that neither Voom nor any Helicopter Operator assumes (and strictly waives) any responsibility for your baggage and belongings. No animals (even in cages) are allowed during the use of the Air Taxi Services.

f. Privacy

Our practices with respect to the collection and use of personal information in connection with the Voom Network and the Air Taxi Services are provided in Voom's Privacy Policy, which is made a part of, and is included in these Terms.

To the extent that you provide any personal information to Helicopter Operators, the Helipad Operators, the Security Partners (defined below) or other third parties, such information will be subject to the separate policies of such organizations and you agree that Voom shall have no obligation or liability with respect to such entities collection or use of such information.

g. Text Messaging

By creating an Account, you agree that Voom may send you informational text (SMS) messages as part of the normal business operation of your use of Voom Network. You may opt-out of receiving text (SMS) messages from Voom at any time. However, opting out of receiving text (SMS) messages may impact your use of the Voom Network.

h. Network Access and Devices

You are responsible for obtaining and paying for the data network access necessary for you to access the Voom Network. You are responsible for acquiring and updating compatible hardware or devices necessary to access and use the Voom Network and the Voom App, as well as any updates thereto. Voom does not guarantee that the Voom Network, or any portion thereof, will function on any particular hardware or devices. In addition, you acknowledge that the Voom Network may be subject to malfunctions and delays inherent in the use of the Internet and electronic communications. As such, you agree that no responsibility or liability may arise for Voom, the Helicopter Operators, the Helipad Operators, or the Security Partners for such malfunctions or delays.

IV. Fees

a. Consideration paid by User

User agrees to pay a single, combined fee for the journey of each Flight booked through the Voom Network, which fee is comprised of: (i) the fees payable to each Helicopter Operator for the Air Taxi Services (“Air Taxi Fee”), plus applicable Value Added Tax (“VAT”); and (ii) the fees payable to Voom for the use and access to the Voom Network for booking and managing the corresponding Flight, plus applicable VAT (the "Voom Network Fee" and, collectively with the Air Taxi Fee, the "Passenger Fee").

b. Cancellation

If a Flight is cancelled for any reason, other than by the User, and, as a result, User is denied the contracted Air Taxi Services, Voom shall, on behalf of the Helicopter Operator, refund the Passenger Fee and any other fees paid for the contracted Flight. You may elect to cancel your request for Air Taxi Services at any time prior to the final confirmation of your Flight. If you cancel within 24 hours of your scheduled flight, you will be responsible for payment of the entirety of the quoted Passenger Fee ("Cancellation Fee").

c. Payment

The Passenger Fee and, when appropriate, any Cancellation Fee or Repair or Cleaning Fee, plus applicable taxes, duties and any other related charges that may be applicable from time to time at Voom’s discretion and pursuant to applicable laws. If your primary Account payment method is determined to be expired, invalid or otherwise not able to be charged, Voom may use a secondary payment method in your Account, if available. Passenger Fees and, when appropriate, any Cancellation Fee or Repair or Cleaning Fee paid by you are final and non-refundable, unless otherwise determined by Voom. All purchases made through a payment card (e.g. credit card, debit card, cash value card, gift card) are processed by a third party. We are not responsible for any error or other incident caused by or attributed to this payment card processor.

Voom as commission agent of the Helicopter Operators, on the relevant Helicopter Operator’s behalf and account, shall receive from User the applicable Air Taxi Fee, Cancellation Fee and, when appropriate, the Repair or Cleaning Fee, and forward them to the corresponding Helicopter Operator. The Air Taxi Fee and, when appropriate, the Cancellation Fee and the Repair or Cleaning Fee, shall be deemed to be paid directly by User to the Helicopter Operator.

d. Invoicing

As soon as reasonably practicable following the conclusion of the Flight journey, the corresponding Helicopter Operator will provide to Voom for distribution to User a CFDI for the Air Taxi Fee portion of the Passenger Fee that complies with all tax requirements provided by applicable law for the issuance of CFDIs. Likewise, Voom shall issue and deliver to User the CFDI with respect to the Voom Network Fee that complies with all tax requirements provided by applicable law for the issuance of CFDIs.

V. Covenants regarding Helicopter Operators

a. Licensed Helicopter Operators

Each Helicopter Operator providing Air Taxi Services to a User that requests such services on the Voom Network represents to such User that it:

i. Has a permit to operate as an “Air Transportation Provider” (Permisionario de Servicio de Transporte Aéreo) in the modality of “Air Taxi” (Taxi Aéreo), issued in its favor by the Ministry of Communication and Transportation (Secretaría de Comunicaciones y Transportes; “SCT”), which as of the Effective Date is valid and in force (the “Air Transportation Permit”), and is therefore authorized and licensed, as applicable, to provide the Air Taxi Services hereunder;

ii. Is not in default in any respect under the Air Transportation Permit and has performed all obligations required to be performed by it prior to the execution of these Terms under the Air Transportation Permit or applicable laws;

Has all the necessary local, state and federal permits, concessions, licenses and authorizations required for it to conduct its business as currently conducted (the “Permits”), and such Permits constitute all permits and governmental authorizations required by the relevant Helicopter Operator to provide the Air Taxi Services.

b. Compliant Infrastructure and Personnel

Each Helicopter Operator providing Air Taxi Services to a User requesting such services on the Voom Network also represents to such User that it:

i. has the personnel, capacity, expertise organization and, in general, all infrastructure necessary for rendering the Air Taxi Services including.

ii. Helicopters and any other equipment or security system required to perform these Terms; which have received, and shall continue to receive, duly and timely maintenance, repair and operational conservation necessary to be in good working condition and in compliance with applicable laws, regulations and best industry standards applicable so as to transport the passengers in a safe and efficient manner.

iii. Duly qualified, trained and licensed pilots and support personnel to operate the helicopters and to perform Helicopters Operator’s obligations under these Terms, in a safe and efficient manner in accordance with the terms of these Terms and in compliance with applicable laws and regulations.

c. Operational Control

User acknowledges and agrees that (i) Helicopter Operators are solely responsible for the safety and operation of all helicopters and the Air Taxi Services provided by the Helicopter Operators using the Voom Network in compliance with all applicable laws; and (ii) Helipad Operators are solely responsible for the safety and operation of all helipads and the boarding, safety and security, as well as the airfield services provided to the Helicopter Operators by the Helipad Operators using the Voom Network in compliance with all applicable laws. User further acknowledges and agrees that Helicopter Operators and Helipad Operators are solely responsible for all risks associated with such helicopters and the Air Taxi Services, as well as with such helipads, including the boarding, departure, safety and security procedures. Without limiting the generality of the foregoing, (i) the relevant Helicopter Operator shall have exclusive authority over initiating, conducting, and terminating any such Flight(s), and any crewmember assigned to any such Flight(s) shall be under the exclusive command and control of the relevant Helicopter Operator; and (ii) the relevant Helipad Operator shall have exclusive authority over initiating, conducting, and terminating any boarding and security/safety measures prior to each Flight, and any security and managing personnel assigned to any such helipad(s) shall be under the exclusive command and control of the relevant helipad.

d. Compliance with Applicable Laws

Helicopter Operators allowed to access the Voom Network to provide Air Taxi Services have represented to Voom that they are in compliance with, and will ensure that each of its representatives, contractors and employees comply with, (i) all applicable laws and regulations, including applicable flight rules, licensing, training and safety regulations and (ii) all Voom Safety and Security Protocols published from time to time and (iii) all safety and precaution requirements as mandated by the Federal Agency regulating the Navigation Services in the Mexican Airspace (Servicios a la Navegación en el Espacio Aéreo Mexicano; SENEAM).

e. Insurance

Each Helicopter Operator has represented to Voom that it has contracted with an insurance company duly authorized to operate in Mexico, and will maintain valid at all times during its use of the Voom Network, for each and every helicopter dedicated to the Voom Network, an Aviation Liability Policy with comprehensive coverage for damages arising out or that may derive from the Air Taxi Services. Helicopter Operators’ purchase and maintenance of the insurance required in this clause shall not limit or reduce Helicopter Operators’ liability to User with respect any damages that may derive from the execution of these Terms or the provision of the air Taxi Services, and such insurance shall not limit User’s rights and remedies against the corresponding Helicopter Operator in any respect.

f. Repair or Cleaning Fees

You will be responsible for the cost of repair for damage to, or necessary cleaning of, equipment and property resulting from receiving the Air Taxi Services booked under your Account in excess of normal "wear and tear" damages and necessary cleaning ("Repair or Cleaning Fee").

VI. Disclaimers; Limitation of Liability; Indemnity

a. VOOM’S DISCLAIMER

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VOOM NETWORK AND RELATED SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." VOOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VOOM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE VOOM NETWORK, AIR TAXI SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE VOOM NETWORK, OR THAT THE VOOM NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE. VOOM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY HELICOPTER OPERATORS THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE VOOM NETWORK, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.

WITH RESPECT TO THE AIR TAXI SERVICES THAT MAY BE CONTRACTED BY YOU FROM THE HELICOPTER OPERATORS UNDER THESE TERMS, USER EXPRESSLY ACKNOWLEDGES THAT VOOM ACTS ONLY AS COMMISSION AGENT OF EACH HELICOPTER OPERATOR FOR OFFERING AIR TAXI SERVICES TO USER. USER FURTHER ACKNOWLEDGES THAT FOR EACH FLIGHT AIR TAXI SERVICES WILL BE CONTRACTED BY USER DIRECTLY WITH THE RELEVANT HELICOPTER OPERATOR THROUGH THE AGREEMENT THAT SHALL BE PERFECTED BY CONSENTING TO THESE TERMS BY MEANS OF THE “CLICK” ACCEPTANCE PROCESS AT THE VOOM APP.

EACH HELICOPTER OPERATOR IS SOLELY RESPONSIBLE FOR INTRINSIC ISSUES RELATED TO THE PROVISION OF THE AIR TAXI SERVICES FOR EACH CONTRACTED FLIGHT, AND AS SUCH SHOULD BE SOLELY RESPONSIBLE, AMONG OTHERS, FOR THE CANCELLATION OR DELAY CAUSED BY REASONS ATTRIBUTABLE TO THE RELEVANT HELICOPTER OPERATOR.

YOU EXPRESSLY ACKNOWLEDGE THAT VOOM IS NOT AND WILL NOT BE RESPONSIBLE FOR THE PRACTICES AND POLICIES ADOPTED BY HELICOPTER OPERATORS, INCLUDING WITH RESPECT TO SAFETY.

VOOM ONLY ALLOWS HELICOPTER OPERATORS THAT ARE DULY AUTHORIZED AND LICENSED COMPANIES – AS APPLICABLE – TO USE THE VOOM NETWORK FOR PROVIDING AIR TAXI SERVICES. NEVERTHELESS, VOOM IS NOT RESPONSIBLE FOR THE PERMITS, LICENSES AND POLICIES OF HELICOPTER OPERATORS AND USER AGREES THAT HE/SHE IS RESPONSIBLE FOR HIS/HER OWN DECISION TO TAKE A JOURNEY WITH ANY HELICOPTER OPERATOR LOCATED ON THE VOOM NETWORK.

b. LIMITATION OF VOOM’S LIABILITY

VOOM SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST DATA, PERSONAL INJURY, OR PROPERTY DAMAGE RELATED TO, CONNECTED WITH, OR OTHERWISE RESULTING FROM ANY USE OF THE VOOM NETWORK, EVEN IF VOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

VOOM SHALL NOT BE LIABLE FOR ANY DAMAGES, LIABILITY OR LOSSES ARISING OUT OF: (I) YOUR USE OF OR RELIANCE ON THE VOOM NETWORK AND THE AIR TAXI SERVICES OR YOUR INABILITY TO ACCESS OR USE TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE VOOM NETWORK ARE PROVIDED "AS IS" AND "AS AVAILABLE." VOOM DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. VOOM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE VOOM NETWORK, AIR TAXI SERVICES OR ANY SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE VOOM NETWORK, OR THAT THE VOOM NETWORK WILL BE UNINTERRUPTED OR ERROR-FREE. VOOM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY HELICOPTER OPERATORS THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE VOOM NETWORK, AND ANY SERVICE OR GOOD REQUESTED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW; OR (II) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY HELICOPTER OPERATOR, EVEN IF VOOM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOOM SHALL NOT BE LIABLE FOR DELAY OR FAILURE IN PERFORMANCE RESULTING FROM CAUSES BEYOND VOOM'S REASONABLE CONTROL.

THE RELEVANT HELICOPTER OPERATOR WILL BE THE SOLE PARTY RESPONSIBLE BEFORE THE SCT AND/OR ANY OTHER GOVERNMENTAL AUTHORITY, THE USER AND THE HELIPAD OPERATORS FOR THE DAMAGES THAT RESULT FROM THE PROVISION OF THE AIR TAXI SERVICES, THE OPERATION OF THE HELICOPTERS AND THE PERFORMANCE OF ITS OBLIGATIONS PURSUANT TO THE APPLICABLE LAWS AND THESE TERMS.

IN NO EVENT SHALL VOOM’S TOTAL LIABILITY TO YOU IN CONNECTION WITH THE VOOM NETWORK FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTION EXCEED ONE MILLION MEXICAN PESOS.

c. YOUR CONSUMER RIGHTS

THE LIMITATIONS AND DISCLAIMER IN THIS SECTION VI DO NOT MEAN TO LIMIT LIABILITY OR ALTER YOUR RIGHTS AS A CONSUMER THAT CANNOT BE EXCLUDED, CHANGED OR MITIGATED UNDER APPLICABLE LAW.

VII. Indemnity

a. Indemnification by User

You agree to indemnify and hold Voom, the Helicopter Operators, the Helipad Operators and their respective officers, directors, employees, representatives and agents harmless from any and all liability relating to claims, demands, losses, liabilities, and expenses (including attorneys' fees), arising out of or in connection with: (i) your use of the Voom Network, the Air Taxi Services or from goods or obtained through your use of the Voom Network; (ii) your breach or violation of any of these Terms; and (iii) your violation of the rights of any third party, including Helicopter Operators.

b. Indemnification by Helicopter Operators

User acknowledges and agrees that Helicopter Operators are solely responsible for holding harmless and indemnifying the User and Voom, its officers, directors, and employees from any and all claims, liabilities, damages and losses arising from (i) any breach by Helicopter Operators or their representatives or employees of these Terms or any applicable law, (ii) any property damage, personal injury or death related to or arising from, either directly or indirectly, the provision of Air Taxi Services by the Helicopter Operators or their representatives, employees or contractors under these Terms, (iii) any labor or pension claims related to the Air Taxi Services provided by the Helicopter Operators or their representatives, employees or contractors under these Terms, (iv) any infringement of intellectual property by the Helicopter Operators or their representatives, employees or contractors, or (v) arising from Helicopter Operators’ failure to obtain, hold, possess or comply with any and all authorizations or Permits in connection with the Air Taxi Services that Helicopter Operators should hold or possess in order to perform the Air Taxi Services under these Terms, pursuant to the applicable laws.

VIII. Miscellaneous

a. Notices

Notices to any party under or relating to these Terms will be in writing and by means of a notice through the oom Network, electronic mail, or by written communication sent by a recognized overnight delivery service (such as UPS, FedEx or DHL) or prepaid certified mail. Such notice shall be deemed effective when received (i) on the day following sending if sent by a recognized overnight delivery service, (ii) on the third day following the date of postmark if sent by prepaid certified mail, or (iii) 12 hours after sending if sent by general notice on the Voom Network or mail. Unless a party informs the other party in writing of a change of address at least fifteen (15) days in advance any notices served in the domiciles or email addresses indicated in each party’s Account at the Voom Network will be fully valid and receipt of the same may not be objected.

b. Severability

The terms and conditions of these Terms are severable. If any term or condition of these Terms is deemed to be illegal or unenforceable under any rule of law, all other terms will remain in force. Further, the term or condition which is held to be illegal or unenforceable will remain in effect as far as possible in accordance with the intention of the parties hereto.

c. Entire Agreement; Third Party Beneficiaries

These Terms are the complete and exclusive statement of the agreement between the parties, and supersedes all prior proposals and understandings, oral or written, relating to the subject matter of these Terms. These Terms are not intended to confer, and shall not confer, upon any person other than Voom, the User and the relevant Helicopter Operators any rights or remedies. No joint venture, partnership, employment, or agency relationship exists between you, Voom or any Helicopter Operator or Security Partner arising from the contractual relationship established between you and Voom, your consent to this Terms or your use of the Voom Network.

d. Effect of Waiver

No waiver of any provisions of these Terms will be effective unless contained in a writing signed by the party waiving its rights. Failure by either party to enforce any provision of these Terms will not be deemed a waiver of that provision or of any other provision of these Terms.

e. Assignment

These Terms will be binding on each of the parties and their respective successors and assigns. User may not assign these Terms in whole or in part without the prior written consent of Voom. Notwithstanding, Voom may assign these Terms to any Affiliate without your consent.

f. Headings

The headings and captions used in these Terms are for convenience only and are not to be used in the interpretation of these Terms.

g. Force Majeure

In the event that any of the parties is rendered unable by reason of any event of Force Majeure (defined below) to perform, wholly or in part, any obligation or commitment set forth in these Terms, then upon such party’s giving written notice and full particulars of such event after the occurrence thereof, the obligations of such party, except for obligations to make payment of money due, shall be suspended to the extent that such party is affected by such Force Majeure and for the period such Force Majeure condition exists. The term “Force Majeure” when used herein shall include, without limitation, acts of God and acts of public enemies, wars, insurrection, riots, acts of terrorism, theft, embargo, tornado, transportation emergency, earthquake, fire, flood, epidemic, quarantine restrictions, unanticipated national emergency, strikes of a national or industry-wide scope that are not limited to or focused on the parties and their employment practices, in each case to the extent: (a) such act or event prevents a party from performing its obligations or complying with any conditions of these Terms, and (b) such act or event is unforeseeable and could not have been avoided or mitigated through the exercise of commercially reasonable means. The party claiming an event of Force Majeure shall take all steps that are reasonable and necessary to mitigate the effect of the Force Majeure event.

h. Governing Law and Arbitration

These Terms shall be governed by and construed in all respects in accordance with the applicable laws of Mexico. All disputes or proceedings arising out of or in connection with these Terms, including any question regarding its existence, validity, or termination, and any question as to whether a particular dispute is arbitrable hereunder, shall be exclusively referred to and finally resolved by binding arbitration administered by the Centro de Arbitraje de México and conducted pursuant to its Rules of Arbitration current at the Effective Date at the top of this page, by three arbitrators appointed in accordance with the said Rules of Arbitration. The place of arbitration shall be Mexico City, Mexico, and the language to be used in the arbitral proceedings shall be Spanish, provided that the parties may submit to the Tribunal documentary evidence in its original language without the need of translation. The arbitrators shall make any determination regarding the costs and expenses of the arbitration, including its reasonable attorneys’ fees, as well as pre-award interest at the applicable statutory rate under Mexican law. The parties hereto expressly waive any right they may have, now or in the future, to submit any dispute arising out or in connection with these Terms to the courts of Mexico or any other jurisdiction.

i. Counterparts

These Terms may be executed in separate counterparts, each of which will be an original and all of which together will constitute one and the same agreement binding on each of the parties. These Terms may be executed and delivered by digital exchange of consent or other form of electronic transmission.

j. Amendments

Voom may amend these Terms from time to time in accordance with applicable law. Amendments will be effective upon Voom's posting of such updated Terms at the Voom Network, when the Effective Date at the top of this page will be changed, or the amended policies or supplemental terms on the Voom Network. Your continued access or use of the Voom Network after such updated Terms become in effect constitutes your consent to be bound by the Terms, as amended. You understand and accept that it is your responsibility to review this page for any updates to the Terms.

k. Contact us

If you have any questions about these Terms, please contact us at [email protected].


Promotion Codes and Other Referral Programs

Terms and Conditions

AS A CONDITION TO YOUR ACCEPTANCE AND USE OF ANY PROMOTION CODE, COUPONS, GIFT CARDS, COUPONS, OR OTHER REFERRAL PROGRAMS, (COLLECTIVELY, “PROMOTION CODES”) OFFERED BY VOOM OR THIRD PARTIES WITH WHOM VOOM HAS A CONTRACTUAL RELATIONSHIP, YOU WILL BE DEEMED TO HAVE ACCEPTED AND AGREED TO THESE TERMS AND CONDITIONS. THESE TERMS AND CONDITIONS INCLUDE IMPORTANT LIMITATIONS OF YOUR RIGHTS AND REMEDIES. PLEASE READ THEM CAREFULLY.

A. Eligibility

These terms and conditions apply to all Voom promotions publicized in Mexico (each a “Promotion”), unless otherwise specified in the applicable Promotion marketing materials (the “Marketing Materials”).

All Promotions are open to all individuals aged 18 years or older who have a Voom account and are compliant with these Terms and Conditions. Employees of Voom, their families, and any agents or third parties directly associated with administration of the Promotion are not eligible. Proof of age and/or identity and/or residency may be required.

Voom’s Terms of Use and Privacy Policy apply to all Promotions. Certain capitalized terms used but not defined in these Terms and Conditions have the meanings given in Voom’s Terms of Use.

B. Period

Promotions are available for the period specified in the Marketing Materials. If no period is specified in the Marketing Materials, the Promotion will be available for a limited time at Voom’s sole discretion. Voom reserves the right to hold void, cancel, suspend, or amend the Promotion at any time without any notice.

C. Use of Promotion Codes

To redeem a Promotion Code, the user must web access, and sign-up as a registered user of Voom at https://www.voom.flights.

Promotion Codes (i) must be used for the intended audience and purpose, and in a lawful manner; and (ii) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Voom.

The Marketing Materials may specify certain additional terms and conditions regarding how the Promotion Code may be redeemed and users of such Promotions Codes are deemed to have accepted and agreed to be bound by such additional terms and conditions.

Promotion Codes are redeemable for a discount to be used toward the total cost of a flight as specified in the Marketing Materials. Promotion Codes are not redeemable for any other purposes unless specifically stated in the Marketing Materials.

If a Promotion Code is for a specified discount and the user’s flight costs less than the discount, the remaining amount is terminated and cannot be “rolled over” or used in connection with another flight. Promotion Codes may not cover all of the fees and costs associated with a flight, including baggage fees. If the user’s flight costs more than the discount, the user will be liable for the full remaining balance of the flight, which will be charged to the payment method specified in the user’s Voom account.

A Promotion Code may only be used once by each Voom user and will be valid until the date specified in the relevant Marketing Materials, or for the number of flights specified in the Marketing Materials. Unless otherwise specified in the Promotion marketing, a Code will expire ninety (90) days from the date the Promotion Code is first used.

Promotion Codes cannot be transferred, duplicated or sold and have no cash value.

Successful redemption of a Promotion Code is subject to the availability of flights on the Voom network, as well as the other terms and conditions specified in Voom’s Terms of Use.

Promotions Codes are not cumulative and cannot be used in conjunction with any other other Promotion Codes or other offers or discounts.

D. Waiver of Liability

Insofar as is permitted by law, neither Voom nor its employees, affiliates or agents are responsible or liable to compensate a participator, accept any liability (whether direct, indirect, special, incidental, exemplary, punitive or consequential) for any loss, damage, personal injury or death arising out of or in connection with any participant’s participation in the Promotion whether such liability arises from any claim based upon contract, warranty, and regardless of whether Voom its employees, affiliates or agents have been advised of the possibility of such loss, damage, personal injury or death.

You agree to indemnify and hold Voom and its officers, directors, employees, and agents harmless from any and all liability relating to claims, demands, losses, liabilities, and expenses (including attorneys’ fees), arising out of or in connection with: (i) your use of the Promotion Code, the Voom Network, Air Taxi Services or from goods obtained through your use of the Voom Network; (ii) your breach or violation of any of these Terms and Conditions; and (iii) your violation of the rights of any third party, including Helicopter Operators.

E. General

Participants are deemed to have accepted and agreed to be bound by these Terms and Conditions upon participation in the Promotion. Voom reserve the right to refuse participant in the Promotion to anyone in breach of these Terms and Conditions.

Voom reserves the right to modify and amend these Terms and Conditions from time to time during the Promotion period.

The invalidity or unenforceability of any provision, or part thereof, of these Terms and Conditions will not affect the validity or enforceability of any other provision or part thereof. In the event that any provision, or part thereof, of these Terms and Conditions is determined to be invalid or otherwise unenforceable or illegal, the other provisions, or parts thereof, will remain in effect and will be construed in accordance with their terms as if the invalid or illegal provision were not contained herein. Voom’s failure to enforce any term of these Terms and Conditions will not constitute a waiver of that term or any other provision of these Terms and Conditions.

In the event there is a discrepancy or inconsistency between disclosures or other statements contained in any Marketing Materials and these Terms and Conditions, these Terms and Conditions shall prevail, govern and control and the discrepancy will be resolved in Voom’s sole and absolute discretion.