Independent Instructor & Training Provider Agreement

Effective date: the date shown in your instructor record or in the onboarding flow at the time you sign.

Operator / Lessor: Jaybird Sim Center (“Jaybird,” “we,” “us,” “our”), 2550 N Thunderbird Cir #132, Mesa, Arizona 85215, and any successor or additional locations.

Instructor (“you,” “your”): the individual certificated flight instructor, ground instructor, mentor, coach, or other training professional who uses Jaybird equipment to deliver instruction, whether independently, as an ambassador, or on behalf of a flight school or employer.

This Agreement governs your use of Jaybird equipment as an independent instructor and equipment lessee. You are not a Jaybird employee or independent contractor. Ambassadors who separately qualify may have an independent-contractor relationship with Jaybird only for promotional or referral work, under that program’s terms. The Independent Instructor Simulator Lease & Facility Use Agreement is the equipment lease on file for TSA audit. This Agreement incorporates by reference that lease, the TSA Flight Training Security Program Compliance & Flow-Down Addendum, the Simulator Use Policy, the Liability Waiver and Release, the Equipment Damage Policy, the Cancellation and No-Show Policy, the Door Access & Facility Security Agreement, the No Refund Policy, the Privacy Policy, and the Terms of Service. You may not instruct at Jaybird until this Agreement, the instructor lease, and the Flow-Down Addendum are signed and current.

1. Definitions

“Approval” means Jaybird’s written approval of your instructor status in the Jaybird portal, which may be granted, conditioned, suspended, or withdrawn at Jaybird’s discretion.

“Candidate” and “Covered Training” have the meanings given in the TSA Flight Training Security Program Compliance & Flow-Down Addendum.

“Instructor Tier” means the classification Jaybird records for you: independent, school-affiliated, or ambassador. Tiers carry different visibility, lead-pool, checkout, and compensation rules.

“Jaybird Equipment” means all Jaybird aviation training devices, flight simulators, motion platforms, avionics hardware, software, golf simulators, briefing spaces, and related facilities.

“Protected Parties” means Jaybird Sim Center and each of its owners, members, managers, officers, directors, partners, affiliates, successors, and assigns; employees, agents, volunteers, and interns; independent contractors and subcontractors; lessors, landlords, and property managers; equipment manufacturers, vendors, licensors, distributors, integrators, and software providers; outside flight instructors, flight schools, training providers, and partner organizations (including DSA and affiliated schools where applicable); insurers and reinsurers; and each of their respective owners, officers, directors, employees, agents, and insurers.

“Student” means any person you instruct, coach, mentor, evaluate, endorse, or bill using Jaybird Equipment, whether that person is a Jaybird member, your own client, or a referral.

2. Relationship — equipment lessee, not Jaybird’s contractor

2.1 You are not Jaybird’s contractor. Independent instructors lease Jaybird equipment to instruct their own students. You are not an employee, independent contractor, partner, joint venturer, or agent of Jaybird. Nothing in this Agreement creates those relationships. Ambassadors who separately qualify may have an independent-contractor relationship with Jaybird only for promotional or referral work, under that program’s terms. Leasing equipment and instructing your own students does not make you an ambassador or a Jaybird contractor.

2.2 What that means. You are not entitled to wages, overtime, minimum wage, paid leave, health insurance, retirement contributions, unemployment insurance, workers’ compensation from Jaybird, expense reimbursement, or any other employee benefit. Jaybird does not withhold income tax, Social Security, Medicare, or any other payroll tax on your behalf.

2.3 Your control over your work. You control the manner, method, sequence, and content of your instruction, subject only to safety rules, session classification rules, legal requirements, and the policies incorporated into this Agreement. You set your own schedule, choose your own Students within Jaybird’s booking rules, and may instruct elsewhere.

2.4 Your own business. You provide your own instructor certificates, training materials, and business licences. Insurance is optional for independent instructors (Section 12). You are responsible for your own taxes, including self-employment tax and estimated payments. Jaybird will issue an IRS Form 1099 only if it actually pays you reportable amounts (for example ambassador commissions). Teaching income your Students pay you directly is yours to report.

2.5 Your personnel. If you engage assistants or subcontractors, they are yours, and you are responsible for their conduct, compensation, taxes, insurance, and compliance. Every such person must independently satisfy Jaybird’s approval and compliance requirements before entering a simulator bay.

2.6 Indemnity for misclassification. You will indemnify the Protected Parties against any claim, assessment, penalty, or liability arising from an assertion that you or your personnel were employees of Jaybird, including back taxes, benefit claims, and agency penalties.

3. Approval, credentials, and currency

3.1 Approval required. You may instruct on Jaybird Equipment only while your Approval is active. Approval is personal to you, non-transferable, and revocable at any time.

3.2 Credentials you must hold and maintain.

3.3 Uploads and verification. You will upload your certificates and training evidence to the Jaybird portal, will present originals on request, and authorize Jaybird to verify them with the issuing authority.

3.4 Continuous duty to disclose. You will notify Jaybird within twenty-four (24) hours of: expiration, suspension, revocation, or surrender of any certificate; any FAA or TSA enforcement action, investigation, or certificate action; any accident or incident you are involved in; any criminal charge involving fraud, violence, controlled substances, or a minor; any lapse in insurance; and any adverse change in your provider registration.

3.5 Expiry auto-suspension. Jaybird’s systems may automatically suspend your booking rights when a certificate or required training record on file expires. Automatic suspension is a backstop, not a substitute for your own tracking. Failure of the system to suspend you does not authorize you to instruct without current credentials.

3.6 Independent instructor checkout fee. Independent instructors are subject to an outside instructor checkout fee of $50, waivable for partner-school instructors and ambassadors as Jaybird determines. The fee is non-refundable.

4. You are responsible for vetting your own Students

This Section is the core of your compliance obligation and is not delegable.

4.1 You are the responsible flight training provider. For every Student you instruct, coach, endorse, or bill on Jaybird Equipment, you are the responsible flight training provider under 49 CFR Part 1552 unless Jaybird has agreed otherwise in a signed writing naming that Student and that course.

4.2 Citizenship verification is yours. Before any Student begins Covered Training, you must verify that Student’s citizenship or immigration status by inspecting an original document acceptable under 49 CFR 1552.7, making and retaining a copy, and recording the verification. You may not rely on:

• Jaybird’s member verification status
• Jaybird’s booking system permitting the reservation
• A photograph or scan the Student sends you
• A driver’s licence or state ID, which is photo identification only and is not proof of citizenship
• The Student’s verbal statement of citizenship
• The fact that the Student has flown at Jaybird before

4.3 Non-U.S. Students. You must not permit a Student who is not a U.S. citizen or national to begin Covered Training until TSA has issued a valid, unexpired determination of eligibility covering that Student and that category of training. You must stop training immediately if a determination lapses or is withdrawn.

4.4 Attestation and warning. You must collect a truthful citizenship attestation from each Student and deliver the false-statement warning arising under 49 CFR 1552.19, 18 U.S.C. 1001, and 49 U.S.C. 46301.

4.5 Records. You must retain citizenship evidence, attestations, determinations, training events, and endorsements for at least five (5) years and produce them to Jaybird or a regulator on request.

4.6 Jaybird’s checks are for Jaybird. Jaybird verifies members for Jaybird’s own compliance and operational purposes. Jaybird’s verification, clearance, or approval of a person as a Jaybird member is not a verification of that person as your Student, does not discharge any obligation in this Section, and may not be raised as a defense to your non-compliance.

4.7 No workarounds. You may not deliver instruction under a recreational, self-practice, discovery, demonstration, or event booking. You may not describe instruction as “informal coaching,” “a favour,” “unlogged,” or “just flying together” to avoid classification. Jaybird applies a conservative standard: any instructional, currency, proficiency, certificate, rating, flight review, IPC, endorsement, or logbook purpose is regulated flight training.

4.8 Consequences. A breach of this Section is a material breach, triggers the US$10,000 per-session liquidated damages in the Flow-Down Addendum, triggers your uncapped indemnity, and may result in immediate termination and referral to the FAA, TSA, DHS, or law enforcement.

5. Booking, scheduling, and classification

5.1 Correct classification. You must book every session with the correct session use classification and the correct responsible flight training provider. A session may not begin while the responsible provider is recorded as `undetermined`.

5.2 Booking is a representation. Each booking you create or accept is your representation that every precondition in Section 7 of the Flow-Down Addendum is satisfied.

5.3 Availability. Jaybird does not guarantee bay availability, device availability, specific time slots, a minimum number of sessions, a minimum income, or any volume of Students or referrals.

5.4 Cancellations. The Cancellation and No-Show Policy applies to sessions you book. You are responsible for your Students’ attendance. A Student’s failure to appear does not relieve you of the reserved block, applicable instructor fees, or no-show charges.

5.5 Jaybird may stop a session. Jaybird staff may stop, refuse to start, or terminate any session immediately for safety, classification, compliance, conduct, or equipment reasons. A session stopped for a compliance failure attributable to you is treated as a late cancellation caused by you, with no refund and no credit.

5.6 Independent instructors are paid by their Students. You set and collect your own lesson fee. Jaybird does not bill Students for your instruction, does not display an hourly rate for you, and does not remit teaching income to you. Ambassador or referral compensation, if you separately qualify, is not payment for instruction.

6. Standards of instruction

You will:

• Deliver instruction consistent with 14 CFR Part 61 and, where applicable, Parts 141 and 142, current FAA guidance, and the applicable Airman Certification Standards
• Conduct a pre-session briefing and a post-session debrief
• Operate devices within manufacturer limits, Jaybird bay rules, and the device’s approval status
• Make only accurate logbook entries and endorsements, consistent with 14 CFR 61.51 and the booked session classification
• Not endorse a Student you have not personally evaluated
• Not represent that simulator time is creditable toward an FAA requirement unless you have confirmed the device’s approval status and any applicable Letter of Authorization — Jaybird makes no representation or warranty about FAA creditability
• Not instruct while impaired by alcohol, cannabis, controlled substances, or any impairing medication
• Not instruct while fatigued to a degree that impairs judgment
• Report any safety event, equipment fault, injury, or near-miss immediately

Jaybird may refuse to support or corroborate a logbook entry that does not match the booked classification and the compliance records on file.

7. Licence to use the facility — not a lease of real property

7.1 Limited licence. Jaybird grants you a limited, revocable, non-exclusive, non-transferable licence to enter the facility and use Jaybird Equipment during booked sessions, solely to deliver instruction permitted by this Agreement.

7.2 What this is not. This licence is not a lease of real property, not a tenancy, not an easement, and not a possessory interest. It creates no landlord-tenant relationship and no property right. Jaybird retains full possession and control of the premises and equipment at all times.

7.3 Bailment of equipment during a session. The Independent Instructor Simulator Lease & Facility Use Agreement is the operative equipment lease. During a booked session you take temporary custody of the assigned Equipment as a bailee for mutual benefit. You must exercise reasonable care, return the equipment in the condition received (ordinary wear excepted), and report any damage or fault before and after use. The Equipment Damage Policy governs charges.

7.4 Members only. You may not bring, admit, or instruct any person who is not a current Jaybird member. You may not use a guest waiver as a substitute for membership when the person will receive instruction.

7.5 No subletting. You may not sublet, resell, assign, share, broker, or transfer your booked time or your access, and may not permit any other instructor to use your booking.

7.6 Access credentials. Where Jaybird issues you door credentials, the Door Access & Facility Security Agreement applies in full. Credentials are personal and revocable. You will never share your PIN, hold the door, or let a Student or any other person into the facility on your access.

8. Fees, payments, and taxes

8.1 Direct billing is the default. Independent instructors are paid by their Students, directly. Jaybird does not collect your lesson fee, does not set your hourly rate, and does not remit teaching income to you through Stripe Connect or otherwise. The payment relationship for instruction is between you and your Student. Jaybird is not a party, is not a collection agent, and has no obligation to you or your Student for that transaction.

8.2 What you still owe Jaybird. You remain liable to Jaybird for facility and equipment charges, checkout fees, damage charges, liquidated damages, and any other amounts you owe, regardless of whether your Student pays you.

8.3 Ambassador and referral programs only. Where Jaybird separately approves you as an ambassador or pays a referral credit, remittance of that promotional amount may be made through Stripe Connect. That is not payment for instruction. Referral and ambassador credits are promotional, have no cash value, are non-transferable, and are revocable for fraud, self-referral, or circular referral. Jaybird may change program terms prospectively on reasonable notice.

8.4 Offsets. Jaybird may offset against any promotional amounts otherwise payable to you: equipment damage charges, policy fees, checkout fees, unpaid membership dues, liquidated damages, chargebacks, and any amount you owe Jaybird.

8.5 Taxes. You are solely responsible for all taxes on your teaching income and on any amounts Jaybird pays you. You will provide a valid IRS Form W-9 (or W-8 series) if Jaybird pays you reportable amounts.

8.6 No refunds. Jaybird’s No Refund Policy applies to every fee you pay, including checkout fees, membership dues, and prepaid blocks.

9. Students, members, and non-circumvention

9.1 Your Students remain yours. Students you bring to Jaybird remain your clients. Jaybird does not claim a relationship with them beyond their own membership or guest status and Jaybird’s compliance obligations.

9.2 Jaybird-introduced members. Where Jaybird introduces a member or lead to you through the lead pool, work pool, ambassador program, or a Jaybird referral, you agree that for twelve (12) months after the introduction you will not solicit or arrange for that member to receive from you, at a location other than Jaybird, instruction on a flight training device that you would otherwise have delivered at Jaybird, for the purpose of avoiding Jaybird fees. This restriction does not limit aircraft instruction, does not limit instruction at the member’s own initiative, does not limit your existing clients, and does not prevent you from working anywhere. The parties agree it is narrowly tailored to protect Jaybird’s investment in lead generation.

9.3 No solicitation on premises. You may not solicit Jaybird members, staff, or other instructors on the premises for a competing facility, recruit Jaybird staff, or distribute competing marketing materials at Jaybird.

9.4 No disparagement of safety or compliance. You may express any opinion about Jaybird. You may not make a statement you know to be false about Jaybird’s safety or regulatory compliance. Nothing in this Agreement prevents you from making a truthful report to a regulator, testifying truthfully, or exercising any right that cannot lawfully be restricted.

10. Confidentiality and member data

10.1 Confidential information. You will not disclose Jaybird’s non-public business information, pricing arrangements, member lists, scenario content, device configurations, security procedures, access codes, or system credentials.

10.2 Member and Student personal data. Identity documents, citizenship evidence, medical information, and contact details are sensitive personal information. You will use them only as your compliance obligations require, restrict access, store them securely, never use them for marketing or profiling, and destroy them securely at the end of the retention period.

10.3 No export. You may not export, scrape, screenshot in bulk, or copy Jaybird member data out of the portal except as your own compliance recordkeeping genuinely requires.

10.4 Breach notice. You will notify Jaybird within twenty-four (24) hours of any suspected or actual unauthorized access to member or Student data in your possession.

10.5 Survival. This Section survives termination for five (5) years, and indefinitely for identity and citizenship records.

11. Safety, conduct, and the facility

You will comply with all posted rules, safety briefings, staff directions, the Liability Waiver and Release, the Simulator Use Policy, and the Door Access & Facility Security Agreement.

Prohibited conduct includes: harassment, discrimination, or abuse of members, staff, or other instructors; intoxication or impairment; bypassing safety interlocks or emergency stops; installing or side-loading software; connecting personal hardware to Jaybird systems or networks without permission; recording proprietary scenarios; photographing other members or their documents; bringing weapons onto the premises; and any conduct that endangers a person or the equipment.

Jaybird may remove you from the premises immediately for any safety or conduct violation, without refund.

12. Insurance

Independent instructors are not required to carry insurance as a condition of teaching at Jaybird. Jaybird does not insure you, your Students, or your business. You remain fully responsible for injury, damage, and regulatory non-compliance whether or not you maintain a policy.

Insurance is recommended. If you choose to carry flight instructor professional liability or commercial general liability coverage, you may name Jaybird Sim Center as an additional insured at your option. Doing so does not shift any obligation in this Agreement or in the instructor lease.

If you engage personnel, you are solely responsible for any workers’ compensation or employment insurance Arizona law requires for those personnel.

Organizational lessees (flight schools and partner programs) remain subject to the insurance requirements in the Simulator Lease & Training Provider Agreement.

13. Equipment damage

You are financially responsible for damage to Jaybird Equipment and facilities caused by you, your personnel, or your Students during your sessions, as set out in the Equipment Damage Policy.

You and your Student are jointly and severally liable. Jaybird may pursue either or both and may allocate responsibility based on its documented investigation. If Jaybird recovers from your Student, you remain responsible for any shortfall.

14. Assumption of risk and release

You have signed, and remain bound by, the Liability Waiver and Release. You assume all risks of using the facility and equipment, including motion sickness, simulator aftereffects, falls, equipment malfunction, and the risks described in that document.

You will not attempt in a real aircraft a maneuver or procedure practised in a simulator solely on the strength of that practice, and you will not represent to a Student that simulator performance establishes real-world proficiency, currency, or legality.

15. Indemnification

15.1 Your indemnity. You will defend, indemnify, and hold harmless the Protected Parties from and against all claims, demands, actions, investigations, civil penalties, criminal fines, judgments, settlements, losses, damages, and expenses — including reasonable attorneys’ fees, expert fees, and the cost of responding to a regulator — arising out of or relating to:

• Your instruction, endorsements, logbook entries, advice, or omissions
• Any injury, death, or property damage caused by you, your personnel, or your Students
• Your breach of this Agreement, the Flow-Down Addendum, or any incorporated policy
• Any failure to verify a Student’s citizenship or to obtain a required TSA determination
• Any misclassification of a session
• Any claim by a Student against a Protected Party arising from your instruction or billing
• Any claim that you or your personnel were Jaybird employees
• Your violation of any law, regulation, or certificate condition

15.2 Uncapped. The limitation of liability in Section 16 and in every other Jaybird document does not apply to your indemnity obligations.

15.3 Defense control. Jaybird may control the defense of any matter involving a regulator, a criminal referral, or Jaybird’s regulatory standing, using counsel of its choosing at your expense. You will not settle in a way that admits fault by, imposes an obligation on, or affects the regulatory standing of a Protected Party without Jaybird’s prior written consent.

15.4 Survival. This Section survives termination indefinitely.

16. Disclaimer and limitation of liability

Jaybird Equipment and facilities are provided “as is” and “as available.” Jaybird disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, and makes no warranty as to device availability, uptime, FAA creditability, student volume, referral volume, or income.

To the fullest extent permitted by Arizona law, the aggregate liability of Jaybird and the Protected Parties arising out of or relating to this Agreement shall not exceed the greater of (a) the amounts you paid Jaybird in the three (3) months preceding the claim, or (b) US$500. The Protected Parties disclaim indirect, incidental, special, consequential, exemplary, and punitive damages, and lost profits, lost students, and lost business opportunity, except where prohibited by law.

17. Term, suspension, and termination

17.1 Term. This Agreement begins when you sign and continues until terminated.

17.2 Termination for convenience. Either party may terminate on thirty (30) days’ written notice. Jaybird may terminate immediately where it determines in good faith that continued access presents a safety, compliance, or reputational risk.

17.3 Immediate suspension or termination for cause. Jaybird may suspend or terminate immediately and without notice for: any breach of Section 4 or the Flow-Down Addendum; expired or revoked credentials; admitting a non-member or sharing access credentials; a safety incident; impairment; harassment or abuse; equipment tampering; falsification of a record; non-payment; or a regulator’s direction.

17.4 Effect. On termination your Approval and credentials are revoked, future bookings are cancelled, and Jaybird may notify affected Students of the cancellation without disclosing the reason. You must return any Jaybird property and cease all representations of affiliation.

17.5 No refund; no compensation. Termination does not entitle you to any refund, credit, severance, damages for lost opportunity, or compensation of any kind, and does not relieve you of amounts owed, indemnity obligations, record-retention duties, or confidentiality duties.

17.6 Notification. Jaybird may notify partner schools, insurers, and, where Jaybird believes in good faith that a legal obligation or public-safety interest exists, the FAA, TSA, DHS, or law enforcement. You waive any claim arising from a good-faith notification.

18. Dispute resolution; arbitration; class waiver

18.1 Informal resolution first. Before filing anything, you will send a written description of the dispute to support@jaybirdsims.com and allow thirty (30) days for good-faith resolution.

18.2 Binding individual arbitration. Any dispute arising out of or relating to this Agreement that is not resolved informally will be settled by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, seated in Maricopa County, Arizona. Judgment on the award may be entered in any court of competent jurisdiction.

18.3 Carve-outs. Either party may bring an individual action in small-claims court. Jaybird may seek injunctive and equitable relief in court for breach of Sections 4, 9, 10, or 11, or the Flow-Down Addendum, without posting a bond.

18.4 Class and jury waiver. The parties waive any right to a jury trial and to participate in a class, collective, consolidated, or representative action. The arbitrator may not consolidate claims or preside over any form of representative proceeding. If this waiver is held unenforceable as to a particular claim, that claim is severed and litigated in the courts of Maricopa County, and the remainder stays in arbitration.

18.5 Opt-out. You may opt out of Sections 18.2 and 18.4 by emailing support@jaybirdsims.com with your name and the words “arbitration opt-out” within thirty (30) days of first signing. Opting out does not affect any other provision.

18.6 Limitations period. To the extent permitted by Arizona law, any claim must be brought within one (1) year after it accrues or it is permanently barred.

19. General

Assignment. Jaybird may assign this Agreement to an affiliate or successor. You may not assign it.

Notices. Notice to you is effective when sent to the email address on your instructor record. You must keep it current.

Third-party beneficiaries. The Protected Parties are express intended third-party beneficiaries entitled to enforce the release, indemnity, and limitation-of-liability provisions. There are no other third-party beneficiaries.

Changes. Jaybird may publish an updated version and require acceptance as a condition of continued access. Continued instruction after the effective date constitutes acceptance.

Cumulative remedies; no waiver. Jaybird’s remedies are cumulative. A failure or delay in enforcing any provision is not a waiver of it or of any other provision.

Order of precedence. For federal aviation-security compliance, the Flow-Down Addendum controls. For the equipment lease, members-only rule, and PIN, the Independent Instructor Simulator Lease controls. For bodily injury and assumption of risk, the Liability Waiver and Release controls. For equipment charges, the Equipment Damage Policy controls. For all other matters between you and Jaybird as an instructor, this Agreement controls.

20. Governing law and venue

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law rules. Subject to Section 18, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

21. Severability; entire agreement; survival

If any provision is held invalid or unenforceable, it will be reformed to the maximum enforceable extent and the remainder stays in full force.

This Agreement, together with the documents it incorporates, is the entire agreement between you and Jaybird regarding your instruction at Jaybird and supersedes all prior discussions and understandings.

Sections 2.6, 4.5, 8.3, 9, 10, 13, 14, 15, 16, 17.5, 18, 20, and this Section survive termination.

22. Electronic signature

By typing your full legal name, drawing a signature, or clicking to accept in the Jaybird portal, you sign this Agreement electronically under the E-SIGN Act (15 U.S.C. 7001 et seq.) and the Arizona Electronic Transactions Act (A.R.S. Title 44, Chapter 26). Your electronic signature is legally binding to the same extent as a handwritten signature.

Jaybird retains an immutable snapshot of the exact text shown to you at signing, together with the timestamp, IP address, and device information.

Questions: support@jaybirdsims.com