Simulator Lease & Training Provider Agreement

Effective date: the date shown in your lease 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 (“you,” “your”): the flight school, training center, university or college aviation program, flying club, corporate flight department, government or military unit, employer, or other organization that reserves, leases, or purchases blocks of Jaybird simulator time for use by its own students, members, employees, or instructors.

This Agreement governs your organization’s lease and use of Jaybird aviation training devices. It incorporates by reference the TSA Flight Training Security Program Compliance & Flow-Down Addendum, the Simulator Use Policy, the Identity & Flight Training Disclosure, 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. No lease session may take place until this Agreement and the Flow-Down Addendum are signed and current, and required insurance is on file.

1. Recitals and purpose

Jaybird owns and operates aviation training devices and related facilities. You wish to reserve time on that equipment to deliver training to your own students, members, employees, or clients.

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 train
• You verify the citizenship and eligibility of your own students under federal aviation-security law
• Jaybird’s own compliance systems exist for Jaybird’s benefit and do not discharge any obligation of yours

2. Definitions

“Authorized User” means an individual you have identified to Jaybird in writing and whom Jaybird has accepted, who may reserve or occupy Reserved Time on your behalf. Authorized Users include your instructors, schedulers, and administrators.

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

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

“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.

“Reserved Time” means the simulator hours, blocks, or recurring slots reserved for you as recorded in the Jaybird scheduling system.

“Student” means any person who occupies or uses Equipment under your booking, or whom you train, supervise, endorse, enroll, or bill in connection with Equipment.

3. Grant; nature of the interest

3.1 Limited licence. Jaybird grants you a limited, revocable, non-exclusive, non-transferable licence to use the Equipment during Reserved Time, solely to deliver training to your Students in accordance with this Agreement.

3.2 Not a lease of real property. Despite the title of this Agreement, the interest granted is a licence to use equipment and space on a scheduled basis. It is not a lease of real property, not a tenancy, not an easement, and not a possessory interest in the premises. It creates no landlord-tenant relationship and gives you no right of exclusive possession, no right to hold over, no right to make alterations, and no right to place signage. Jaybird retains full possession and control of the premises and the Equipment at all times, and may enter any bay at any time.

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

3.4 No subletting or brokering. You may not sublease, resell, broker, assign, share, barter, or transfer Reserved Time or access, and may not permit any person other than an Authorized User or that user’s Student to occupy the Equipment.

3.5 No exclusivity. Nothing in this Agreement grants exclusivity. Jaybird may serve other schools, instructors, members, and the public, including your competitors.

4. You are the responsible flight training provider

4.1 Attribution. For every Student who uses Equipment under your booking, you are the responsible flight training provider for purposes of 49 CFR Part 1552, and Jaybird will record the responsible provider as outside_school on the session. A session may not begin while the responsible provider is recorded as `undetermined`.

4.2 Jaybird is not your compliance department. Jaybird does not assume, and expressly disclaims, the role of responsible flight training provider for your Students. Jaybird’s verification workflow, document storage, and staff checks exist to protect Jaybird’s compliance posture and are not a service performed for your benefit.

4.3 Written exception only. Jaybird acts as the responsible provider only where a Jaybird-employed or Jaybird-approved instructor delivers the training under a Jaybird booking, or where Jaybird has agreed in a signed writing naming the specific Student and course. No oral statement, email, portal note, or course of dealing shifts provider responsibility to Jaybird.

5. You are responsible for vetting your own Students

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

5.1 Citizenship verification. Before any Student begins Covered Training on the Equipment, 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 in your own records.

5.2 What you may not rely on. You may not rely on: Jaybird’s member verification status; the booking system permitting the reservation; a photograph or scan supplied by the Student; a driver’s licence or state identification card, which is photo identification only and is not proof of citizenship; the Student’s verbal statement; or the fact that the Student has previously flown at Jaybird.

5.3 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. You must stop training immediately if a Determination lapses, expires, or is withdrawn, and must notify Jaybird within twenty-four (24) hours.

5.4 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.

5.5 Security awareness training. Every instructor and employee of yours who has direct contact with Candidates must hold current initial and recurrent security awareness training consistent with 49 CFR 1552.23.

5.6 Records. You must retain citizenship evidence, attestations, Determinations, FTSP training events, endorsements, and security awareness records for at least five (5) years, and produce them to Jaybird or a regulator on request.

5.7 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 under Section 14, and may result in immediate termination and referral to the FAA, TSA, DHS, or law enforcement.

6. Responsibility matrix

The parties adopt the following allocation. Jaybird records an equivalent matrix on your lease record. Where a row is marked “Lessee,” Jaybird performs no part of that function for you, and any Jaybird activity that resembles it is for Jaybird’s own purposes only.

7. Authorized Users and roster

7.1 Roster. You will maintain with Jaybird a current written roster of Authorized Users, including full legal name, role, FAA certificate number and expiry where applicable, and email address.

7.2 Onboarding each user. Each Authorized User must, before their first session: sign the Liability Waiver and Release; sign the Independent Instructor & Training Provider Agreement and the Flow-Down Addendum where they instruct; complete any required Jaybird device checkout; and provide current credentials.

7.3 Removal. You will notify Jaybird within one (1) business day when a person ceases to be an Authorized User, and Jaybird will revoke their access. You remain responsible for activity conducted under a person’s access until you notify Jaybird.

7.4 Students are not Authorized Users. Students may occupy Equipment only during Reserved Time and only while supervised by an Authorized User, unless Jaybird agrees otherwise in writing. Students receive no door credentials and no unattended access.

7.5 Guest waivers. Every Student and observer you bring must have a signed Guest & Visitor Waiver or their own Jaybird member agreements on file. Minors additionally require the Minor Participation & Guardian Consent Agreement.

8. Scheduling, Reserved Time, and cancellation

8.1 Reservations. Reserved Time, rates, minimum block sizes, recurring slots, and any minimum monthly commitment are as recorded in your lease record and confirmed in writing.

8.2 You are billed for the block. You are billed for Reserved Time whether or not your Student attends. A Student’s no-show, late arrival, or cancellation does not reduce your obligation.

8.3 Notice windows. Unless your lease record specifies otherwise, cancellation of a single reserved block requires twenty-four (24) hours’ notice, and cancellation or permanent reduction of a recurring reservation requires fourteen (14) days’ written notice. Late cancellation forfeits the block.

8.4 Compliance-driven stoppage. Jaybird may refuse to start, or may stop, any session where compliance requirements are not satisfied. This is treated as a late cancellation caused by you, with no refund and no credit, because Jaybird cannot lawfully deliver the session.

8.5 Jaybird-initiated changes. Jaybird may reschedule or relocate a session for maintenance, safety, calibration, or operational reasons, and will use reasonable efforts to give notice and offer an alternative slot. Jaybird’s liability for such a change is limited to rescheduling or an account credit; cash refunds are not provided except where law requires.

8.6 Unused time. Reserved Time and prepaid blocks do not roll over unless your lease record expressly says so, have no cash value, and are forfeited on termination for cause.

9. Fees, invoicing, and payment

9.1 Rates. Rates, block pricing, minimum commitments, and any deposit are as stated in your lease record. Prices exclude applicable taxes.

9.2 Invoicing and payment. Unless otherwise agreed in writing, Jaybird invoices monthly in arrears, and payment is due net fifteen (15) days. Jaybird may require prepayment, a deposit, or a card authorization hold for new lessees, high-volume users, or after a delinquency.

9.3 Late payment. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Arizona law. Jaybird may suspend Reserved Time and access without notice while an invoice is overdue, and may recover reasonable collection costs and attorneys’ fees.

9.4 No set-off. You will pay all invoiced amounts without set-off, deduction, or counterclaim, other than an amount disputed in good faith and in writing within fourteen (14) days of the invoice date, with supporting detail. Disputing part of an invoice does not excuse payment of the undisputed balance.

9.5 No refunds. Jaybird’s No Refund Policy applies. Amounts paid are non-refundable, including deposits, minimum commitments, and prepaid blocks.

10. Operating rules and equipment care

Your Authorized Users and Students will comply with all posted rules, safety briefings, staff directions, the Simulator Use Policy, and the Liability Waiver and Release, including:

• Operating Equipment only within manufacturer limits and Jaybird bay rules
• Not bypassing safety interlocks, restraints, or emergency stops
• Not installing, side-loading, or modifying software, scenarios, or configurations
• Not connecting personal hardware to Jaybird systems or networks without written permission
• Not recording proprietary scenarios or software
• Not photographing other members, staff, or documents
• Observing food, drink, footwear, weight, and occupancy limits
• Reporting any fault, damage, injury, or near-miss immediately
• Leaving the bay in the condition found

Jaybird may stop any session immediately for a safety, compliance, conduct, or equipment reason, without refund.

11. Equipment damage

You are financially responsible for damage to Equipment and facilities caused by your Authorized Users, Students, guests, or observers, as set out in the Equipment Damage Policy, including repair or replacement cost, expedited shipping, vendor call-out, recalibration, re-certification of an aviation training device where alignment is disturbed, and documented loss-of-use charges for the period the device is out of service.

You and the individual who caused the damage are jointly and severally liable. Jaybird may pursue either or both. Jaybird may require a security deposit or card authorization hold for lease use.

12. Insurance

You will maintain, at your own expense, with insurers rated A- VII or better by A.M. Best and licensed in Arizona, at minimum:

You will name Jaybird Sim Center as an additional insured on the general liability, professional liability, and umbrella policies, deliver a certificate of insurance and additional-insured endorsement before your first session and on each renewal, and give thirty (30) days’ written notice of cancellation, non-renewal, or material reduction.

Your coverage is primary and non-contributory, and your insurers waive subrogation against the Protected Parties to the extent permitted by law. Jaybird’s insurance is not for your benefit and you are not a third-party beneficiary of it.

Lapse of required insurance suspends all Reserved Time immediately and automatically, without notice and without refund.

13. Records, audit, and regulatory cooperation

13.1 Audit right. Jaybird may audit your compliance on five (5) business days’ written notice, or immediately and without notice where Jaybird reasonably suspects a compliance failure, receives a regulator inquiry, or is directed by TSA, FAA, DHS, or law enforcement.

13.2 Production. On request you will produce, within two (2) business days — or immediately where a regulator has made the demand — Student citizenship evidence and attestations, Determinations, FTSP training event records, security awareness records, instructor credentials, insurance certificates, and session-to-Student mapping records.

13.3 Regulator cooperation. You will cooperate fully and promptly with any TSA, FAA, DHS, or law-enforcement inspection concerning training conducted on the Equipment, and will not obstruct or delay it.

13.4 Notice of regulatory contact. You will notify Jaybird’s Security Coordinator within twenty-four (24) hours of any inspection, investigation, subpoena, enforcement action, adverse Determination, certificate action, or suspected false statement touching training conducted on the Equipment.

13.5 Litigation hold. On notice of any actual or reasonably anticipated investigation, claim, or proceeding, you will immediately preserve all related records.

13.6 Survival. This Section survives termination for five (5) years, or longer where a law, hold, or regulator direction requires.

14. Indemnification and penalty pass-through

14.1 Your indemnity. You will defend, indemnify, and hold harmless the Protected Parties from and against all claims, demands, actions, investigations, civil penalties, criminal fines, sanctions, 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 failure, or your personnel’s failure, to comply with 49 CFR Part 1552 or any other federal aviation-security requirement
• Covered Training delivered without a required Determination or citizenship verification
• Any misclassification of a session
• Your training, curriculum, endorsements, logbook entries, advice, or omissions
• Any injury, death, or property damage caused by your Authorized Users, Students, guests, or observers
• Any claim by your Student against a Protected Party
• Your breach of this Agreement, the Flow-Down Addendum, or any incorporated policy
• Any employment, wage, tax, or benefit claim by your personnel
• Your violation of any law, regulation, or certificate condition

14.2 Uncapped. The limitation of liability in Section 15 and in every other Jaybird document does not apply to your obligations under this Section.

14.3 Penalty pass-through. If any government authority assesses a civil penalty, fine, sanction, corrective action plan, consent order, or monitoring obligation against a Protected Party arising in whole or in part from your act or omission, you will reimburse the full amount, including the cost of compliance with any imposed remedial obligation, within thirty (30) days of written demand with supporting documentation.

14.4 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.

14.5 Survival. This Section survives termination indefinitely.

15. Disclaimer and limitation of liability

The 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 uptime, device availability, FAA creditability of any session, or suitability for your curriculum, Part 141 or Part 142 approval, or accreditation requirements. You are solely responsible for confirming that the Equipment and its approval status meet your program’s needs.

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, lost accreditation, and lost business opportunity, except where prohibited by law.

16. Confidentiality and data protection

Each party will protect the other’s non-public business information. You will additionally treat Student identity documents, citizenship evidence, and medical information as sensitive personal information: use them only as compliance requires, restrict access, store them securely, never use them for marketing or profiling, destroy them securely at the end of the retention period, and notify Jaybird within twenty-four (24) hours of any suspected or actual unauthorized access affecting a Student who trained at Jaybird.

You may not export, scrape, or bulk-copy Jaybird member data. This Section survives termination for five (5) years, and indefinitely for identity and citizenship records.

17. Representations and warranties

You represent and warrant, on signing and on each session booked, that: you are duly organized and in good standing; the signatory has authority to bind you; your certificates, approvals, and registrations are current and unrestricted; no regulatory action is pending or threatened that would affect your eligibility to deliver flight training, except as disclosed in writing before signing; every statement you make in Jaybird’s systems is true, complete, and current; and you maintain a written internal process reasonably designed to achieve the obligations in Sections 5 and 6.

Each representation is material and Jaybird relies on each one.

18. Marks, marketing, and no agency

18.1 No affiliation claims. You may state factually that your training uses Jaybird equipment. You may not state or imply that you are a Jaybird school, a Jaybird franchise, Jaybird-certified, Jaybird-endorsed, or that Jaybird is the responsible flight training provider for your Students.

18.2 Marks. Neither party may use the other’s name, logo, or marks in marketing without prior written consent, except for the factual statement permitted above. Any goodwill from permitted use inures to the mark owner.

18.3 No agency. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, franchise, or employment relationship. Neither party may bind the other.

19. Term, suspension, and termination

19.1 Term. This Agreement begins on the effective date and continues for the initial term stated in your lease record, then renews month to month unless either party gives thirty (30) days’ written notice of non-renewal.

19.2 Termination for convenience. Either party may terminate on thirty (30) days’ written notice after any initial term. Termination does not refund a minimum commitment.

19.3 Immediate suspension or termination for cause. Jaybird may suspend or terminate immediately and without notice for: any breach of Sections 4, 5, 6, 12, or 13; lapsed insurance; non-payment; a safety incident; falsification of a record; a regulator’s direction; or conduct that Jaybird determines in good faith presents a safety, compliance, or reputational risk.

19.4 Effect. On termination all Reserved Time is cancelled, all Authorized User access is revoked, and all outstanding amounts become immediately due. No refund or credit is provided.

19.5 Notification. Jaybird may notify affected members, 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.

20. Force majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including utility or network outage, vendor or supply-chain failure, equipment failure, labour dispute, acts of God, extreme heat or weather closure, fire, government order, or public-health emergency. Payment obligations for time already used are not excused. Reserved Time affected by a force majeure event is rescheduled or credited at Jaybird’s election; cash refunds are not provided.

21. Dispute resolution; arbitration; class waiver

21.1 Informal resolution. Before filing anything, the complaining party will send a written description of the dispute to support@jaybirdsims.com (or to your notice address) and allow thirty (30) days for good-faith resolution.

21.2 Binding arbitration. Any unresolved dispute 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. The prevailing party is entitled to recover reasonable attorneys’ fees and costs.

21.3 Carve-outs. Jaybird may seek injunctive and equitable relief in court for breach of Sections 3.4, 5, 13, 16, or 18, or the Flow-Down Addendum, without posting a bond, and may bring a collection action in court.

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

21.5 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.

22. General

Assignment. Jaybird may assign this Agreement to an affiliate or successor. You may not assign it, in whole or in part, including by change of control, without Jaybird’s prior written consent.

Notices. Notice is effective when sent by email to the address on the lease record and, for termination or a claim, when also sent by a nationally recognized courier to the party’s business address. Each party must keep its notice details 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 of the incorporated policies and of the Flow-Down Addendum and require acceptance as a condition of continued access. Rates and commercial terms change only as stated in your lease record or by written agreement.

Cumulative remedies; no waiver. Remedies are cumulative. A failure or delay in enforcing any provision is not a waiver.

Order of precedence. For federal aviation-security compliance, the Flow-Down Addendum controls. For bodily injury and assumption of risk, the Liability Waiver and Release controls. For equipment charges, the Equipment Damage Policy controls. For commercial terms, your lease record controls. For all other matters, this Agreement controls.

Counterparts. This Agreement may be signed in counterparts, including electronically, each of which is an original.

23. 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 21, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona.

24. 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 your lease record and the documents it incorporates, is the entire agreement between the parties regarding your organization’s use of Jaybird Equipment and supersedes all prior proposals, quotes, and understandings.

Sections 5.6, 9, 11, 13, 14, 15, 16, 18, 19.4, 21, 23, and this Section survive termination.

25. 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.

You represent that you are authorized to bind the organization identified in the lease record, and that the organization is bound by every obligation in this Agreement.

Jaybird retains an immutable snapshot of the exact text shown to you at signing, together with the timestamp, IP address, and device information, and retains this Agreement for at least five (5) years.

Questions: support@jaybirdsims.com