Independent Instructor Simulator Lease & Facility Use Agreement

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

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

Lessee / Instructor (“you,” “your”): the individual certificated flight instructor who leases Jaybird aviation training devices to instruct, evaluate, or accompany students, or to use the devices for your own proficiency.

This Agreement is the simulator lease on file for TSA audit under 49 CFR 1552.15. It is the independent-instructor counterpart to the organizational Simulator Lease & Training Provider Agreement used by partner schools. Together with the Independent Instructor & Training Provider Agreement, the TSA Flight Training Security Program Compliance & Flow-Down Addendum, the Simulator Use Policy, the Equipment Damage Policy, the Liability Waiver and Release, the Door Access & Facility Security Agreement, the No Refund Policy, and the Terms of Service, it is your lease packet. You may not occupy a bay or instruct on Jaybird Equipment until this Agreement and the Flow-Down Addendum are signed and current.

1. Recitals and purpose

Jaybird owns and operates FAA flight training devices and related facilities. You wish to reserve time on that equipment as an independent instructor and lessee, not as a Jaybird employee or independent contractor, to:

• instruct your own students, who must already be Jaybird members
• maintain your own proficiency
• participate in Jaybird community or ambassador activity, if separately approved

The parties intend, and this Agreement provides, that:

• Jaybird is the lessor of equipment and space
• You are the responsible flight training provider for every person you instruct
• You verify the citizenship and eligibility of your own students under federal aviation-security law
• You are paid by your students directly. Jaybird does not collect, set, or remit your lesson fee
• Jaybird’s own compliance systems exist for Jaybird’s benefit and do not discharge any obligation of yours

2. Definitions

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

“Jaybird Equipment” or “Leased Equipment” means the Jaybird aviation training devices, flight simulators, motion platforms, avionics hardware, software, briefing spaces, and related facilities made available under a booking.

“Member” means a person who has completed Jaybird member onboarding, has signed the member agreements then in force, and whose account is in good standing.

“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; insurers and reinsurers; and each of their respective owners, officers, directors, employees, agents, and insurers.

“Reserved Time” means the simulator hours you book in the Jaybird scheduling system.

“Student” means any person you instruct, coach, mentor, evaluate, endorse, or bill using Jaybird Equipment.

3. Grant; nature of the interest

3.1 Limited licence plus per-session equipment lease. Jaybird grants you a limited, revocable, non-exclusive, non-transferable licence to enter the facility during Reserved Time, and, for each booked session, a true lease and bailment of the specific Leased Equipment assigned to that booking.

3.2 Not a lease of real property. Despite the title of this Agreement, the interest granted in the premises is a licence. It is not a lease of real property, not a tenancy, not an easement, and not a possessory interest in the building. It creates no landlord-tenant relationship. Jaybird retains full possession and control of the premises and may enter any bay at any time.

3.3 Bailment during Reserved Time. During Reserved Time you take temporary custody of the assigned Equipment as a bailee for mutual benefit. You must exercise reasonable care, inspect and report pre-existing damage before use, and return the Equipment in the condition received, ordinary wear excepted.

3.4 No title. This Agreement transfers no title, equity, option to purchase, or ownership interest. You will not create or suffer any lien on the Leased Equipment.

3.5 No subletting or brokering. You may not sublease, resell, broker, assign, share, barter, or transfer Reserved Time or access. You may not permit any other instructor to use your booking.

3.6 No exclusivity. Jaybird may serve other instructors, schools, members, and the public, including your competitors.

4. Members only — no guests, no walk-ins

This Section is a condition of the lease and is not waivable by custom or convenience.

4.1 Every Student must be a Member. You may not bring, admit, instruct, or occupy a bay with any person who is not a current Jaybird Member, except a Jaybird staff member or a person Jaybird has approved in a signed writing for that specific session.

4.2 You may not:

• hold the door, share a PIN, or otherwise admit a non-member
• treat a “prospective student,” “friend,” “observer,” or “family member” as an exception
• start a session while a non-member is in the bay
• use a guest waiver as a substitute for membership when the person will receive instruction

4.3 Minors. A Student who is a minor must be a Member and have a current Minor Participation & Guardian Consent Agreement on file. You will not instruct a minor until both are true.

4.4 Your Student’s membership is not your verification. A Member’s Jaybird verification does not discharge your duty to verify that Student’s citizenship before Covered Training. See Section 6 and the Flow-Down Addendum.

4.5 Breach. Admitting a non-member, or instructing a person who is not a Member, is a material breach, triggers the liquidated damages in the Flow-Down Addendum where Covered Training occurs, and may result in immediate termination and referral to law enforcement if facility security is compromised.

5. Facility access and PIN

5.1 Credentials are personal. Any door PIN, fob, or other credential Jaybird issues you is yours alone. The Door Access & Facility Security Agreement applies in full.

5.2 You will never:

• share, text, write down in a shared place, or otherwise disclose your PIN
• let anyone — including a Student, spouse, colleague, or another instructor — use your PIN
• hold the door or permit tailgating
• prop a door or defeat a lock, camera, or alarm
• give anyone unattended access to a bay, office, or storage area

5.3 Students have no facility access through you. A Student enters only with their own member credentials, or as Jaybird staff directs for a checked-in session. You are not authorized to let a Student in.

5.4 Lost or compromised PIN. You will notify Jaybird immediately if you believe your PIN is known to anyone else. Jaybird will revoke it. A replacement may be issued at Jaybird’s discretion.

5.5 Revocation. Jaybird may revoke access immediately for any suspected sharing, tailgating, or security incident, without refund.

6. You are the responsible flight training provider

6.1 Attribution. For every Student you instruct on Leased Equipment, you are the responsible flight training provider for purposes of 49 CFR Part 1552. Jaybird will record the responsible provider as outside_instructor. A session may not begin while the value is `undetermined`.

6.2 Citizenship of your Students 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 status, the booking system, a photograph the Student sends you, a driver’s licence, or a verbal statement.

6.3 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 covering that Student and that category of training.

6.4 Your own citizenship. Jaybird does not collect a 49 CFR 1552 citizenship attestation from you as a condition of this lease. You are the provider, not a candidate. If you later receive Covered Training yourself as a candidate, you must complete Jaybird’s member citizenship process for that training.

6.5 Records. You must retain citizenship evidence, attestations, Determinations, and training events for at least five (5) years and produce them to Jaybird or a regulator on request. Jaybird retains this signed lease as part of its TSA audit file.

6.6 Flow-Down controls. Where this Section conflicts with the Flow-Down Addendum on a federal aviation-security subject, the Flow-Down Addendum controls.

7. Damage — you and your Students

7.1 Joint and several liability. You are financially responsible for damage to Jaybird Equipment and facilities caused by you or any Student present during your Reserved Time, as set out in the Equipment Damage Policy. You and that Student are jointly and severally liable. Jaybird may pursue either or both.

7.2 Inspect before you start. You must inspect the Leased Equipment before use and report any pre-existing damage or fault before starting. If you do not, Jaybird may presume the condition arose during your session.

7.3 No limitation. The limitation of liability in Section 14 does not apply to your damage obligations.

8. Fees and payment

8.1 What you pay Jaybird. You (or your Student, through their own Jaybird account) pay Jaybird for Reserved Time, device use, membership, checkout fees, damage charges, and any other Jaybird fees then published. Jaybird’s No Refund Policy and Cancellation and No-Show Policy apply.

8.2 What your Student pays you. Your lesson fee is between you and your Student. You bill them directly. Jaybird does not collect, set, display, or remit your hourly instructional rate, and is not your collection agent.

8.3 No Jaybird payroll. You are not entitled to wages, 1099 income from Jaybird for instruction, or Stripe Connect payouts for teaching your own Students. Ambassador or referral compensation, if you separately qualify, is a promotional program and is not payment for instruction.

8.4 You are billed for the block. A Student’s no-show does not reduce amounts owed to Jaybird for Reserved Time you booked.

9. Insurance

Independent certificated flight instructors are not required by this Agreement to carry professional liability or commercial general liability insurance as a condition of leasing Jaybird Equipment. Jaybird does not insure you, your Students, or your business. You remain fully responsible for injury, damage, and regulatory non-compliance. Insurance is recommended but optional. If you do carry insurance, you may name Jaybird as an additional insured at your option; doing so does not shift any obligation in this Agreement.

10. Credentials

You may instruct only while you hold a current, valid, unrestricted FAA flight instructor certificate for the instruction you deliver, have completed any required Jaybird device checkout, and have a current signed copy of this Agreement and the Flow-Down Addendum on file. You will upload your certificate and present the original on request. Expiry, suspension, or revocation of your certificate suspends this lease immediately.

11. Safety and conduct

You will comply with all posted rules, staff directions, the Liability Waiver and Release, and the Simulator Use Policy. Prohibited conduct includes harassment, impairment, bypassing safety interlocks, installing software, connecting personal hardware without permission, photographing other members or their documents, bringing weapons, and any conduct that endangers a person or the equipment. Jaybird may remove you immediately, without refund.

12. Indemnification

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

• your instruction, endorsements, advice, or omissions
• any injury, death, or property damage caused by you or your Students
• your breach of this Agreement or the Flow-Down Addendum
• any failure to verify a Student’s citizenship or to obtain a required Determination
• any admission of a non-member or sharing of access credentials
• any claim by a Student against a Protected Party arising from your instruction or billing
• any claim that you were a Jaybird employee

This indemnity is uncapped. The limitation of liability in Section 14 does not apply to it. This Section survives termination indefinitely.

13. Assumption of risk

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, and equipment malfunction.

14. 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 FAA creditability of simulator time.

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.

15. Term, suspension, and termination

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

15.2 Termination for convenience. Either party may terminate on thirty (30) days’ written notice. Jaybird may terminate immediately where continued access presents a safety, compliance, or security risk.

15.3 Immediate termination for cause. Jaybird may terminate immediately for any breach of Sections 4, 5, 6, 7, or 10, or of the Flow-Down Addendum.

15.4 Effect. On termination your credentials are revoked, future bookings are cancelled, and you must cease all representations of affiliation. Termination does not entitle you to any refund and does not relieve you of amounts owed, indemnity, or record-retention duties.

15.5 TSA file. Jaybird retains the signed snapshot of this Agreement, your signature metadata, and related instructor records for at least five (5) years after the lease ends, and longer where a law, audit, or hold requires.

16. Dispute resolution; arbitration; class waiver

16.1 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.

16.2 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.

16.3 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, 5, 6, or 12, or the Flow-Down Addendum, without posting a bond.

16.4 Class and jury waiver. The parties waive any right to a jury trial and to participate in a class, collective, consolidated, or representative action.

16.5 Opt-out. You may opt out of Sections 16.2 and 16.4 by emailing support@jaybirdsims.com with your name and the words “arbitration opt-out” within thirty (30) days of first signing.

17. Governing law; general

This Agreement is governed by the laws of the State of Arizona, without regard to conflict-of-law rules. Subject to Section 16, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

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

Order of precedence. For federal aviation-security compliance, the Flow-Down Addendum controls. For bodily injury, the Liability Waiver and Release controls. For equipment charges, the Equipment Damage Policy controls. For the equipment lease itself, this Agreement controls. For your status as an equipment lessee and instruction standards, the Independent Instructor & Training Provider Agreement controls.

Severability; entire agreement. If any provision is held invalid, it will be reformed to the maximum enforceable extent and the remainder stays in force. This Agreement, together with the documents it incorporates, is the entire agreement on the lease of Jaybird Equipment to you as an independent instructor.

Survival. Sections 4.5, 6.5, 7, 12, 14, 15.4, 15.5, 16, and this Section survive termination.

18. 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, for TSA inspection.

Questions: support@jaybirdsims.com