Terms And Conditions

Flite City Corporation · Last Updated: August 11, 2026

1. Introduction

Welcome to Flite. These Terms of Service ("Terms") govern your access to and use of the Flite platform, including our websites, mobile applications, organizer tools, discovery applications, and any related products, features, or services (collectively, the "Services").

The Services are operated by Flite City Corporation, a Delaware corporation with its principal address at 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803 ("Flite," "we," "us," or "our").

Flite provides an end-to-end platform that enables event organizers, creators, venues, and businesses ("Organizers") to create, promote, manage, and sell tickets for events, experiences, and related activities ("Events"), and to create and sell Memberships. The platform also enables individuals and organizations ("Attendees," "Members," or "Users") to discover Events, purchase tickets, purchase or use Memberships, and interact with Organizers.

Flite acts as a technology platform and service provider that facilitates event discovery, ticketing infrastructure, payments integration, marketing tools, communications tools, and related services. Unless expressly stated otherwise, Flite is not the organizer, host, promoter, or operator of Events listed on the platform. Each Organizer is solely responsible for their Event and Memberships, including the accuracy of Event and Membership information, Event execution, delivery of Membership Benefits, compliance with applicable laws, and fulfillment of obligations to Attendees and Members.

By accessing or using the Services, including browsing the platform, creating an account, purchasing tickets, purchasing, receiving, or using a Membership, creating Events, or otherwise interacting with the Services, you agree to be bound by these Terms and all policies incorporated by reference.

The following documents are incorporated into these Terms by reference and form part of your agreement with Flite:

the Flite Privacy Policy
the Flite Return and Refund Policy
the Flite End User License Agreement
any Supplemental Terms presented to you for a specific feature, product, or program

If you do not agree to these Terms, you must not access or use the Services.

PLEASE READ SECTION 26 (DISPUTE RESOLUTION) CAREFULLY. IT REQUIRES MOST DISPUTES TO BE RESOLVED BY INDIVIDUAL BINDING ARBITRATION AND CONTAINS A JURY TRIAL WAIVER AND A CLASS ACTION WAIVER. IT ALSO CONTAINS A 30-DAY RIGHT TO OPT OUT OF ARBITRATION.

2. Acceptance of Terms

By accessing or using the Services, you confirm that you have read, understood, and agree to be bound by these Terms and the policies incorporated by reference.

Your acceptance of these Terms occurs when you take any of the following actions:

accessing or browsing the Flite platform or website
creating or registering an account
listing or managing an Event
purchasing or attempting to purchase a ticket
purchasing, receiving, or using a Membership
using any tools, features, or services provided through the platform
downloading or using a Flite mobile application

These Terms apply to all users of the Services, including Attendees, Members, Organizers, venues, partners, and other individuals or entities that access or interact with the platform.

If you use the Services on behalf of a business, organization, or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In such cases, "you" and "your" refer to both the individual user and the entity that user represents.

You also represent and warrant that:

you are at least 18 years of age or otherwise legally capable of entering into binding agreements under Applicable Law
you are not prohibited from using the Services under any applicable laws, regulations, or sanctions programs
your use of the Services will comply with all applicable laws and regulations

Flite reserves the right to deny access to the Services, suspend accounts, or terminate access if a user is found to be in violation of these Terms or otherwise ineligible to use the platform.

If you do not agree to these Terms, your sole remedy is to discontinue use of the Services immediately.

3. Definitions

"Applicable Law" means all laws, rules, regulations, ordinances, codes, orders, judgments, decrees, and regulatory requirements applicable to a party's use of the Services, an Event, a transaction, or these Terms.

"Attendee" means any individual or entity that discovers, registers for, purchases, receives, redeems, or attends an Event through the Services, and, where the context requires, includes a Member in connection with Membership-related transactions or benefits.

"Attendee Data" means personal information, registration information, transaction information, and other data relating to Attendees that is made available to an Organizer through the Services in connection with that Organizer's Events.

"Chargeback" means any payment dispute, reversal, retrieval request, chargeback, or similar claim initiated through a bank, card network, Payment Processor, or other financial institution that may result in the reversal or withholding of funds from a previously completed transaction.

"Commerce Partner" means any third-party marketplace, checkout, storefront, or commerce platform through which purchases relating to the Services may be initiated, processed, or fulfilled.

"Display Price" means the total price shown to an Attendee or Member at checkout for a ticket, registration, Membership, or other purchase through the Services. The Display Price includes all mandatory fees, charges, and applicable taxes required to complete the transaction, but excludes optional add-ons or other optional purchases.

"Event" means any experience, activity, gathering, performance, service, or other offering that is created, promoted, listed, managed, or sold through the Services.

"Event Proceeds" means the gross funds collected from Attendees for tickets, registrations, and other Event-related purchases made through the Services, before deduction of applicable fees, taxes, refunds, Chargebacks, Reserves, penalties, and other adjustments.

"Flite", "we", "us", or "our" means Flite City Corporation, together with its affiliates, subsidiaries, successors, assigns, and authorized service providers.

"Gross Price" means the base price set by an Organizer for a ticket, registration, Membership, or other purchase before mandatory platform fees, payment processing fees, and applicable taxes are calculated and incorporated into the Display Price.

"Member" means any individual or entity that purchases, receives, holds, or uses a Membership through the Services.

"Membership" means a membership, pass, access plan, or similar offering created and sold by an Organizer through the Services that provides eligible users with specified Membership Benefits for a defined period of time.

"Membership Benefits" means the rights, privileges, access, pricing, discounts, priority, invitations, content, promotions, or other benefits identified by the Organizer as included with a Membership.

"Membership Proceeds" means the gross funds collected from Members for Membership purchases made through the Services, before deduction of applicable fees, taxes, refunds, Chargebacks, Reserves, penalties, and other adjustments.

"Organizer" means any individual, business, creator, promoter, venue, partner, or other entity that creates, manages, promotes, hosts, lists, or sells access to Events or Memberships using the Services.

"Organizer Fees" means any fees charged by Flite directly to an Organizer in connection with the Services, including Platform Fees, messaging fees, marketing fees, booking fees, subscription fees, and any other fees or charges assessed under these Terms.

"Payment Processor" means any third-party payment service provider used in connection with transactions processed through the Services, including Stripe and any other payment infrastructure partner, bank partner, acquirer, processor, or financial services provider engaged by Flite.

"Payment Processing Fees" means any fees, costs, charges, assessments, penalties, or other amounts imposed by a Payment Processor, card network, payment method provider, bank, or financial institution in connection with transactions processed through the Services.

"Platform Fees" means any fees charged by Flite in connection with the Services, whether included in the Display Price, deducted from Transaction Proceeds, invoiced separately, or otherwise assessed under these Terms.

"Recurring Membership" means a Membership that automatically renews and results in recurring charges at disclosed billing intervals unless canceled in accordance with the cancellation instructions provided at enrollment and Applicable Law.

"Refund" means any reversal, return, or repayment of some or all of a transaction amount to an Attendee or Member, whether initiated by an Organizer, Flite, a Payment Processor, required by Applicable Law, or resulting from a dispute resolution process.

"Reserve" means any funds that Flite holds, withholds, delays, retains, or requires to be maintained from Transaction Proceeds, payouts, or account balances in order to manage financial risk, secure Organizer obligations, or satisfy actual or expected refunds, Chargebacks, penalties, or other liabilities.

"Resolution Center" means the dispute intake and resolution process operated by Flite through the Flite platform.

"Services" means the Flite platform and all related products, features, tools, applications, websites, discovery interfaces, organizer dashboards, communications tools, ticketing infrastructure, Membership offerings, payment integrations, analytics tools, booking tools, and related functionality operated, offered, or made available by Flite.

"Transaction Proceeds" means Event Proceeds and Membership Proceeds collectively.

"User" means any individual or entity that accesses, browses, registers for, purchases through, or otherwise uses the Services.

"User Content" means any content, materials, data, text, images, video, audio, descriptions, communications, event information, Membership listings, or other information submitted, uploaded, published, displayed, or transmitted through the Services by a User.

If a term is not defined in this Section 3, it will be interpreted according to its ordinary meaning in the context of these Terms and Applicable Law.

4. Account Registration and Eligibility

Eligibility

To use the Services, you must be at least 18 years of age or otherwise legally capable of entering into binding agreements under Applicable Law, must not be prohibited from using the Services under any applicable laws, regulations, or sanctions programs, and must use the Services only for lawful purposes.

The Services are not directed to, and may not be used by, individuals under 18. Where an Organizer permits attendance by minors at a specific Event, tickets must be purchased by a parent or legal guardian who accepts responsibility for that minor's attendance and compliance with venue and Event rules.

Account Information

When creating an account, you agree to provide accurate, current, and complete information and to keep it up to date. You are responsible for maintaining the confidentiality of your account credentials and for all activity conducted through your account. If you suspect unauthorized access, notify Flite immediately at success@flite.city.

Identity Verification

Flite may require identity verification or additional information from Users, particularly Organizers, in order to comply with legal obligations, Payment Processor requirements, fraud prevention measures, or platform security policies. Such verification may include government-issued identification, business registration information, tax identification numbers, banking or payout details, and beneficial ownership information.

Failure to provide requested information may result in delayed payouts, limited platform access, or account suspension.

Organizer Accounts

Users who create Events, sell tickets, or sell Memberships are considered Organizers and may be subject to additional requirements, including Payment Processor onboarding, tax reporting, and other platform policies. Organizers represent and warrant that they have the legal authority to create and manage Events and Memberships and to enter into transactions with Attendees and Members.

Account Security

You agree not to share your login credentials, allow unauthorized access to your account, create accounts using false or misleading information, or create multiple accounts to circumvent platform restrictions. Flite is not responsible for losses resulting from unauthorized account access caused by your failure to maintain account security.

Account Suspension or Termination

Flite reserves the right to suspend, restrict, or terminate accounts at its discretion where these Terms are violated, fraudulent or illegal activity is suspected, required verification information is not provided, or the account poses a security or compliance risk. Suspension or termination does not relieve the user of any obligations or liabilities incurred prior to termination.

5. Use of the Platform

Permitted Use

Subject to these Terms, Flite grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services for personal or business use as intended by the platform. Use of Flite's downloadable software is additionally governed by the Flite End User License Agreement.

Prohibited Activities

You agree not to:

violate any applicable laws, regulations, or third-party rights
upload or distribute content that is unlawful, fraudulent, misleading, defamatory, obscene, or otherwise

harmful

interfere with, disrupt, or compromise the security or performance of the Services
introduce viruses, malware, or other harmful code into the platform
reverse engineer, decompile, or attempt to extract the source code of the Services
use bots, scrapers, crawlers, or data mining tools to access or interact with the platform without Flite's

written permission

circumvent or attempt to bypass platform safeguards, access controls, purchase limits, or usage limitations
create accounts using false or misleading information
use the platform for spam, unsolicited marketing, or unauthorized advertising
use the Services to build, train, or improve a competing product or service

Platform Data and User Relationships

Users may not use the Services to extract, collect, or use contact information, event data, or other information obtained through the platform for purposes unrelated to Events listed on Flite. In particular, Users may not solicit, contact, or target other platform users, Organizers, or Attendees for external commercial purposes, including cold outreach, unsolicited marketing, or social media contact outside the context of legitimate Events.

Enforcement

Flite reserves the right to investigate violations of these Terms and to take appropriate action, including removing content, restricting access, suspending accounts, or terminating access. Flite may cooperate with law enforcement authorities or legal processes where required by law or necessary to protect the platform or its users.

6. Platform Services Overview

The Services may include event creation and management tools, ticketing and registration infrastructure, Membership creation and administration tools, event discovery and listing features, marketing and promotional tools, messaging and communication tools, payment processing integrations, analytics and organizer dashboards, and booking or facilitation tools for venues, artists, or related services where available.

Availability of specific features may vary based on the type of Event, Organizer account, location, or platform configuration.

Role of Flite

Flite provides the technical infrastructure that allows Organizers, Attendees, and Members to connect. Unless explicitly stated otherwise in writing, Flite is not the organizer, promoter, host, operator, or sponsor of Events or Memberships listed on the platform.

Each Event and Membership is created and managed by the responsible Organizer. Organizers are solely responsible for the accuracy of Event and Membership descriptions and materials, the operation and execution of the Event, delivery and administration of Membership Benefits, compliance with applicable laws, regulations, and venue requirements, and fulfillment of obligations to Attendees and Members.

Flite does not control and is not responsible for the quality, safety, legality, or execution of Events or Memberships.

Platform Availability

Flite strives to maintain reliable access to the Services but does not guarantee uninterrupted or error-free operation. Access may be temporarily limited or suspended for maintenance, upgrades, security measures, or other operational reasons.

Beta and Experimental Features

Flite may make features available on a beta, preview, early access, or experimental basis. Such features are provided without warranty of any kind, may contain errors, may be modified or withdrawn at any time without notice, and should not be relied upon for business-critical purposes.

Changes to Services

Flite reserves the right to modify, update, add, remove, or discontinue features of the Services at any time. Where material changes affect existing users, Flite may provide notice through the platform, email, or other reasonable means.

7. Tickets, Transfer, and Resale

A ticket is a limited, revocable license to attend a specific Event, subject to these Terms, the Organizer's rules, and the venue's rules. It is not property and conveys no ownership interest.

Transfer. Tickets are non-transferable unless the Organizer expressly enables transfer through the platform. Where transfer is enabled, it must be completed through the Services.
Resale. Tickets may not be resold, offered for resale, auctioned, bartered, or otherwise commercialized outside the Services without the Organizer's prior written consent, and never above the Display Price where Applicable Law prohibits markup.
Bulk and automated purchasing. Use of bots, scripts, automated tools, multiple accounts, or any method designed to circumvent purchase limits, queues, waiting rooms, or presale access controls is prohibited and is a violation of Applicable Law in a number of jurisdictions.
Invalidation. Flite and Organizers may void, cancel, or refuse to honor any ticket obtained in breach of this Section, obtained fraudulently, or purchased with a payment method later reversed, in each case without refund.
Duplication. Tickets and QR codes may not be copied, duplicated, screenshotted for redistribution, or shared. Admission is granted on first valid scan only. Flite is not responsible for tickets obtained from any source other than the Services.

8. Event Attendance, Assumption of Risk, and Conduct

Assumption of risk

Attendance at an Event is voluntary and at your own risk. Live events carry inherent risks, including crowding, loud sound, strobe or flashing lighting, physical contact, alcohol consumption by others, injury, illness, property loss or damage, and exposure to communicable disease. By purchasing a ticket and attending an Event, you knowingly and voluntarily assume all such risks.

Release

To the fullest extent permitted by Applicable Law, you release Flite and its affiliates, officers, directors, employees, and agents from all claims, demands, losses, damages, rights, and actions of any kind, including personal injury, death, and property damage, arising directly or indirectly from your attendance at an Event, your interactions with Organizers, venues, performers, staff, or other attendees, or your use of the Services.

If you are a California resident, you waive California Civil Code Section 1542, which provides that a general release does not extend to claims that the releasing party does not know or suspect to exist in their favor at the time of executing the release and that, if known, would have materially affected their settlement with the released party.

This release does not apply to claims arising from fraud, deception, misrepresentation, or any unconscionable commercial practice by Flite, or to any liability that cannot lawfully be released.

Conduct at Events

You agree to comply with all directions and instructions of the Organizer, the venue, security personnel, and third-party vendors, to comply with all applicable age, identification, dress code, capacity, and safety requirements, not to engage in reckless, unsafe, harassing, discriminatory, or unlawful conduct, and to take full responsibility for your consumption of any alcohol or other age-restricted or controlled substance.

Organizers and venues may refuse entry to, or remove, any person who breaches these requirements. No refund is due in those circumstances.

Recording and likeness

Events may be photographed, filmed, streamed, or recorded. By attending, you consent to being recorded and to the use of your image, likeness, and voice in materials produced or distributed by Flite, the Organizer, and their partners for promotional and operational purposes, without compensation, except where Applicable Law requires otherwise.

9. Prohibited and Restricted Events

Organizers may not use the Services to create, promote, or sell access to Events or Memberships that involve, promote, or facilitate:

unlawful activity, including unlicensed sale of alcohol, controlled substances, or gambling
weapons, explosives, or other regulated goods, except with all required licenses and permits
sexual services, adult content, or content that sexualizes minors in any way
hate speech, harassment, or the promotion of violence or discrimination against any group or individual
pyramid schemes, multi-level marketing recruitment, investment offerings, or other financial products
counterfeit, infringing, stolen, or otherwise unlawfully obtained goods
any transaction unrelated to a legitimate Event or Membership listed through the Services, including the use

of the platform as a payment or money-movement channel

any activity prohibited by Applicable Law, a Payment Processor, a Commerce Partner, or card network rules

Flite may remove, reject, suspend, restrict, or terminate any Event, Membership, or Organizer account that presents legal, regulatory, reputational, payment, or operational risk, with or without notice.

10. Memberships

Membership Offerings

The Services may permit Organizers to create and sell memberships, passes, access plans, or similar offerings that provide eligible users with specified benefits for a defined period ("Memberships").

Memberships are created, offered, and fulfilled by the applicable Organizer and not by Flite. Unless Flite expressly identifies itself as the provider of a particular Membership, Flite acts solely as the technology platform facilitating the listing, purchase, payment processing, administration, and use of the Membership.

Membership Terms and Benefits

Before offering a Membership, the Organizer must clearly and accurately disclose all material terms, including as applicable: the price and any mandatory fees or taxes; the start date, expiration date, and duration; whether it is a one-time purchase or automatically renewing; the benefits included; any limits on the number, frequency, or value of benefits; any eligibility, age, identity, geographic, or venue restrictions; whether additional payment is required to purchase or register for Events; the applicable cancellation and refund policy; and any other material restrictions.

The value, availability, timing, quantity, and nature of Membership Benefits are determined solely by the Organizer. Unless expressly stated on the Membership listing, purchase of a Membership does not guarantee admission to any Event, availability of tickets to any particular Event, a minimum number of Events, tickets, offers, or benefits, that member pricing will be lower than every other available price, that any particular Organizer, venue, performer, or Event will remain available, or that a Membership will provide benefits equal to or greater than the purchase price.

Separate Event Registration and Ticket Purchase

A Membership may provide eligibility to view, reserve, register for, or purchase certain tickets. Unless expressly stated otherwise, the Membership itself is not an Event ticket and does not reserve admission to any Event. Members remain responsible for separately completing any required Event registration or ticket purchase, subject to availability, capacity limits, purchase deadlines, separate prices and fees, Event-specific terms, venue rules, and eligibility requirements.

Membership Period and Expiration

A one-time Membership begins and expires on the dates displayed on the listing or checkout page. Unless otherwise expressly stated, unused benefits expire at the end of the Membership period and do not roll over, convert to cash, or create any right to a refund, credit, extension, or replacement. Failure to use some or all benefits does not extend the Membership period or entitle the Member to a refund or credit, except where required by Applicable Law.

One-Time Purchases and Automatic Renewal

Unless the listing and checkout page expressly state that a Membership automatically renews, the Membership is a one-time purchase, will expire at the end of its stated term, and will not automatically renew.

Where Flite permits automatically renewing Memberships, all material renewal terms, including the recurring price, billing frequency, renewal period, cancellation method, and timing of cancellation, will be disclosed before purchase, and the user must affirmatively consent to the recurring charges before enrollment. A Recurring Membership continues and the payment method may be charged at each disclosed billing interval until canceled in accordance with the cancellation instructions provided at enrollment, subject to Applicable Law.

Organizer Responsibilities

The Organizer is solely responsible for creating, describing, administering, and fulfilling its Memberships; ensuring all descriptions and promotional statements are complete, current, accurate, and not misleading; providing the benefits advertised; maintaining sufficient operational ability to honor Memberships sold; communicating material changes, cancellations, suspensions, or interruptions; complying with all consumer protection, advertising, automatic renewal, privacy, tax, and accessibility laws; establishing and honoring the Membership refund and cancellation policy; providing legally required notices, acknowledgments, renewal reminders, or cancellation rights; and all refunds, Chargebacks, claims, losses, penalties, or liabilities arising from its Memberships.

An Organizer may not offer benefits it does not reasonably expect to provide or make materially false or misleading statements regarding the value, availability, exclusivity, pricing, or duration of a Membership.

Modification, Suspension, or Discontinuation

An Organizer may make reasonable changes to Membership Benefits where necessary for operational, scheduling, legal, safety, venue, availability, or similar legitimate reasons, provided such changes are not misleading and do not violate Applicable Law. The Organizer must provide reasonable notice of any material reduction or removal of benefits where practicable, and is responsible for any refund, prorated refund, substitute benefit, credit, or other remedy required by its disclosed policy or Applicable Law.

Flite may suspend, restrict, remove, or discontinue a Membership offering where Flite reasonably believes it violates these Terms, Applicable Law, or Payment Processor requirements, or poses a risk of fraud, consumer harm, Chargebacks, or liability.

Membership Refunds

Membership refunds are governed by the Flite Return and Refund Policy and by the refund policy displayed by the Organizer at the time of purchase, subject to Applicable Law.

Unless the applicable refund policy states otherwise, a Membership is final and non-refundable after the earlier of the Membership start date, the Member's use or redemption of any Membership Benefit, or the Member's purchase or registration for an Event using a Membership Benefit.

A Member is not entitled to a refund solely because the Member did not use the Membership, did not obtain a ticket before inventory sold out, was unable to attend an Event, or determined that the benefits were less valuable than expected, provided the Membership was accurately described and the advertised benefits were made available.

Personal Use and Prohibited Conduct

Unless expressly permitted by the Organizer, Memberships are personal to the purchaser and may not be sold, assigned, transferred, shared, sublicensed, or used by another person. Members may not share accounts, credentials, access codes, member links, or benefits; misrepresent their identity or eligibility; circumvent Membership restrictions or purchase limits; resell member-only tickets in violation of these Terms; or use a Membership for fraudulent, commercial, or unauthorized purposes.

Flite or the Organizer may require reasonable identity or eligibility verification. Suspected misuse may result in cancellation of the Membership, cancellation of related tickets, account suspension, or termination, without refund where permitted by Applicable Law.

No Stored Value or Ownership Interest

A Membership is a contractual right to access the benefits described by the applicable Organizer during the stated Membership period. It is not currency, stored value, a deposit account, an investment, an ownership interest, a gift card, or a guarantee of any financial return. Membership Benefits have no cash value except where required by Applicable Law and may not be redeemed for cash.

11. Transparent Pricing Model

Flite displays the full price of a ticket or Membership to Attendees and Members before checkout, in accordance with applicable consumer protection laws requiring clear disclosure of the total price of goods and services.

Display Price

The Display Price is the total price presented at the time of purchase and may include the ticket or Membership price set by the Organizer, platform service fees, payment processing fees, and applicable taxes or government charges. The Display Price shown during checkout reflects the total amount payable, excluding optional add-ons.

Gross Price

The Gross Price is the base price established by the Organizer before platform fees, processing fees, and applicable taxes are calculated. Flite uses the Gross Price to determine the Organizer's payout after applicable fees, refunds, Chargebacks, taxes, and other deductions. Organizers can view both the Gross Price and the resulting Display Price within the organizer dashboard.

Organizer Responsibility for External Pricing

Organizers are responsible for ensuring that any pricing advertised or promoted outside of the Flite platform accurately reflects the Display Price shown on the platform, and must not advertise prices in a manner that is

misleading or inconsistent with the Display Price. Failure to comply may result in removal of Events or Memberships, suspension of Organizer accounts, or other enforcement action.

12. Payment Processing

Third-Party Payment Processors and Commerce Partners

All payment transactions are processed through one or more third-party Payment Processors, which may include Stripe and other authorized partners, and may be initiated through a Commerce Partner storefront or checkout. Your use of those services may also be subject to the terms, policies, and requirements of the applicable Payment Processor or Commerce Partner.

Flite does not store full payment card information and does not directly process payment card transactions.

Where a purchase is initiated or processed through a Commerce Partner, Flite remains the party responsible for the Event ticketing relationship, and the Flite Return and Refund Policy governs that purchase. Refund, order, and ticketing issues must be raised through the Flite Resolution Center and not through the Commerce Partner's resolution, dispute, or support channels.

Limited Payments Agent

Organizers appoint Flite as their limited payment collection agent, authorizing Flite to collect payments from Attendees and Members on the Organizer's behalf. When an Attendee or Member successfully completes a payment through the platform, their payment obligation to the Organizer is satisfied upon successful collection of funds through the Payment Processor.

Payment Authorization

By submitting payment information, Attendees and Members authorize Flite and its Payment Processors to charge the selected payment method for the full Display Price, process refunds when required under these Terms or the Return and Refund Policy, and process adjustments related to disputes, Chargebacks, corrections, or other transaction adjustments. If a payment method cannot be authorized or processed, the transaction may be declined or canceled.

Transaction Proceeds and Platform Balances

Funds collected may appear in the Organizer dashboard as a balance or estimated payout amount, for informational purposes only. These funds are not a deposit account, bank account, or stored value account. Organizers do not obtain ownership or control of Transaction Proceeds until funds are successfully settled and paid out.

Flite may hold, delay, or adjust payouts where necessary for fraud prevention, risk management, Chargeback protection, compliance obligations, Membership risk management, or other operational reasons. Because Memberships may create longer-term refund and Chargeback exposure than single-Event ticket sales, Flite may hold Membership Proceeds in Reserve, delay Membership payouts, or withhold Membership Proceeds where future Membership Benefits remain outstanding.

Offsets and Adjustments

Flite may deduct or offset amounts owed to Flite from Transaction Proceeds or future payouts, including refunds issued, Chargebacks or payment disputes, processing fees or platform fees, penalties assessed by Payment Processors or card networks, mistaken payments or accounting errors, and other amounts owed to Flite under these Terms. If Transaction Proceeds are insufficient, the Organizer agrees to promptly reimburse Flite upon request.

Fraud Prevention and Risk Review

Flite and its Payment Processors may review transactions for fraud prevention, security monitoring, or regulatory compliance purposes. Transactions may be delayed, declined, reversed, or subject to additional verification if suspicious activity is detected or if required by Payment Processor policies or Applicable Law.

Payment Network Compliance

Users and Organizers must comply with all applicable payment network rules, including those of Visa, Mastercard, American Express, and other card networks, as well as the requirements of the applicable Payment Processor. Failure to comply may result in transaction restrictions, payout delays, account suspension, or termination of payment processing privileges.

Not a Financial Institution

Flite is not a bank, money transmitter, or financial institution. The Services do not provide banking services, deposit accounts, stored value accounts, or insurance protection for funds. All payment processing and settlement services are provided by third-party Payment Processors.

13. Organizer Responsibilities

Each Organizer represents and warrants that it has all rights, licenses, permits, authority, and approvals necessary to create, promote, sell, and operate its Events and Memberships and to enter into transactions with Attendees and Members.

Organizers must comply with all Applicable Law, venue requirements, permit requirements, licensing requirements, safety requirements, consumer protection laws, marketing laws, automatic renewal laws, accessibility requirements, and tax obligations relating to their Events and Memberships.

Organizers are solely responsible for ensuring that all Event listings, descriptions, pricing, dates, venues, performer information, age restrictions, policies, and promotional materials are accurate, complete, and not misleading; and for the planning, operation, staffing, admission, execution, postponement, cancellation, and overall performance of their Events.

Attendees who purchase tickets to an Organizer's Event, and Members who purchase Memberships from an Organizer, are the Organizer's customers with respect to those offerings. The Organizer is solely responsible for delivering the advertised Event and Membership Benefits and honoring all obligations owed to Attendees and Members, regardless of whether payout has occurred.

Flite is not responsible for whether an Event occurs, whether it occurs as advertised, or whether an Organizer fulfills obligations to Attendees.

14. Fees and Pricing

Platform Fees

Flite may charge platform service fees for use of the Services, which may apply to ticket sales, Membership sales, event management tools, premium platform features, and organizer tools and analytics. Platform Fees may be incorporated into the Display Price or deducted from Organizer payouts depending on the pricing configuration selected.

Payment Processing Fees

Payment Processing Fees are charged by Payment Processors and payment networks and may include processing fees, card network fees, payment method transaction costs, and dispute or Chargeback processing fees. They may be included in the Display Price or deducted from Organizer payouts.

Messaging and SMS Fees

Where SMS messaging functionality is enabled for an Organizer account, Flite may charge SMS messaging fees for promotional SMS campaigns, event-related updates sent via SMS, and audience notifications or marketing messages sent using the platform. These fees may be billed directly to the Organizer or deducted from proceeds or future payouts. Flite reserves the right to enable or disable SMS messaging functionality and to modify messaging fee structures.

Marketing and Promotional Services

Flite may offer marketing, promotional, or advertising services, including promotional placements within the platform, advertising campaigns managed through the platform, marketing tools or distribution services, and promotional credits or advertising spend managed by Flite. Such fees may be billed separately or deducted from proceeds.

Venue and Artist Booking Services

Where Flite facilitates or supports the booking of venues, artists, talent, or other event-related services, additional fees or commissions may apply, charged separately or deducted from proceeds as agreed between Flite and the Organizer.

Fee Adjustments and Deductions

Flite reserves the right to modify, introduce, or adjust fees at any time, communicated through the platform, email, or other reasonable means. Continued use of the Services after fee changes take effect constitutes acceptance. Flite may deduct applicable fees directly from Transaction Proceeds prior to payout, offset them against future payouts, or bill the Organizer directly.

Non-Refundable Fees

Unless required by Applicable Law, Platform Fees, service fees, and other platform-related charges are non-refundable, even if a ticket or Membership is refunded. Payment Processing Fees may also be non-refundable where those fees are not returned to Flite by the Payment Processor.

Taxes on Fees

Any applicable taxes imposed on fees charged by Flite may be added to the applicable charges where required by law.

15. Taxes

Organizer Tax Responsibility

Organizers are responsible for determining, collecting, reporting, and remitting all applicable taxes associated with their Events and Memberships, including sales taxes, value added taxes, goods and services taxes, amusement taxes, and other transaction-based taxes, as well as any income taxes, business taxes, or other tax obligations arising from Transaction Proceeds. Flite does not provide tax advice.

Jurisdictions Where Flite Collects and Remits Taxes

In certain jurisdictions, Flite may collect and remit applicable sales or transaction taxes on behalf of Organizers where required by law. Flite maintains a list of such jurisdictions, which may be made available through the platform and updated from time to time. Where Flite collects and remits taxes, the applicable tax amount may be automatically calculated and added to the Display Price at checkout.

Jurisdictions Where Organizers Must Collect Their Own Taxes

Where Flite does not collect and remit taxes, the Organizer remains solely responsible for determining and collecting applicable taxes. Organizers may use the custom fees feature within the platform to add applicable taxes to the ticket price shown to Attendees, and are responsible for ensuring such taxes are properly calculated, collected, reported, and remitted.

Tax Information, Documentation, and Reporting

Flite or its Payment Processors may request tax information from Organizers to comply with legal, regulatory, or reporting obligations. Failure to provide required tax documentation may result in delayed payouts, restricted platform functionality, or account suspension. Where required by Applicable Law, Flite or its Payment Processors may issue tax reporting forms to Organizers.

Flite reserves the right to update its tax collection practices, including the jurisdictions where it collects and remits taxes, to comply with Applicable Law.

16. Refunds

Refunds are governed by the Flite Return and Refund Policy, which is incorporated into these Terms by reference. In summary:

All sales are final. Flite does not issue refunds, returns, exchanges, credits, or cancellations for any purchase made through the Services.
Cancelled Events are the sole exception. If an Event is cancelled and not rescheduled, an Event-wide refund is issued to all Attendees holding valid tickets, processed automatically to the original payment method.
Postponed, rescheduled, or relocated Events are not cancelled Events. Tickets remain valid and no refund is due.
Scanned or redeemed tickets are delivered in full and are not refundable in any circumstance.
Platform Fees and Payment Processing Fees are non-refundable to the extent permitted by Applicable

Law.

All refund and order issues must be raised through the Flite Resolution Center, and not through the

resolution, dispute, or support channels of any Commerce Partner or third party.

If an Organizer has not specified a refund policy for an Event, the default policy is All Sales Final. Where an Organizer offers terms more generous than the Return and Refund Policy, those terms apply to that Event only and are the Organizer's sole responsibility to honor and fund.

Nothing in these Terms or the Return and Refund Policy limits any refund or remedy that cannot be excluded under Applicable Law.

17. Chargebacks and Payment Disputes

Resolution Center First

Attendees and Members must raise refund requests, ticketing issues, and order problems through the Flite Resolution Center and allow Flite a reasonable opportunity to respond before initiating a Chargeback or payment dispute with a financial institution.

Claims submitted through a Commerce Partner's resolution center or dispute tools are not a valid route for Flite orders, will be declined and closed, and will be referred back to the Flite Resolution Center. Withdrawing and resubmitting such a claim does not reset, escalate, or improve the outcome.

Organizer Responsibility for Chargebacks

Organizers are fully and solely responsible for all Chargebacks, payment disputes, reversals, retrieval requests, refunds, and related financial liabilities arising from transactions associated with their Events and Memberships, including the amount of the disputed transaction, Payment Processing Fees, dispute, retrieval, investigation, or re-presentment fees, card network assessments, fines, penalties, or costs, costs incurred by Flite in responding to or managing the dispute, and any related losses, expenses, or liabilities incurred by Flite or its Payment Processors.

Flite's Right, But Not Obligation, to Contest

Flite and the applicable Payment Processor may, in their discretion, investigate, respond to, contest, settle, or decline to contest any Chargeback or payment dispute. Flite has no obligation to dispute any Chargeback or to do so in any particular manner.

Organizer Cooperation

Organizers must promptly cooperate with Flite and any Payment Processor in connection with any Chargeback or payment dispute and, upon request, provide complete and accurate supporting documentation, including proof of purchase, ticket scan or redemption records, attendance records, communications with the Attendee or Member, Event descriptions and terms shown at purchase, refund policy disclosures, proof that the Event occurred as advertised, the Membership listing as shown at purchase, Membership start and expiration dates, proof of acceptance of the Membership terms, records of benefits used, Member-only tickets purchased, Member communications, evidence that benefits remained available, cancellation and renewal records, and any additional materials requested.

Failure to provide requested materials within the time requested may result in the dispute being resolved against the Organizer.

Immediate Deduction, Reserves, and Negative Balances

Flite may immediately deduct Chargeback-related amounts from Event Proceeds, Membership Proceeds, Transaction Proceeds, Reserves, Organizer balances, or future payouts, and may apply any Reserve to satisfy actual or expected Chargeback exposure.

If amounts due exceed available funds, the Organizer's account may have a negative balance, which the Organizer must immediately repay. Flite may recover such amounts by offsetting future payouts, charging payment methods or payout accounts on file where permitted, invoicing the Organizer, referring the matter to collections, or pursuing legal remedies. Any unpaid amount not paid when due will accrue interest at the lesser of 1% per month or the maximum rate permitted by law.

Improper Chargebacks

Where a ticket has been scanned, redeemed, or otherwise used to access an Event, the associated service is considered delivered and any resulting Chargeback is improper and may be contested where permitted by card network rules.

Flite may suspend or terminate the account of any User who initiates Chargebacks in bad faith, submits false or materially misleading claims, or repeatedly attempts to obtain a refund outside the Return and Refund Policy, and may cancel any tickets or Memberships associated with that account without refund.

Excessive Chargebacks

Excessive Chargeback rates, dispute rates, refund rates, or related risk indicators may result in payout delays, payout holds, increased Reserves, restrictions on Event listings, restrictions on payment processing, or suspension or termination of the Organizer's account.

18. Payouts

Payout Eligibility

To receive payouts, Organizers must complete all onboarding and verification procedures required by Flite and the applicable Payment Processor, which may include identity verification documentation, business registration information, tax identification information, valid payout banking details, and any additional documentation required for fraud prevention, regulatory compliance, or Payment Processor requirements. Flite may delay, restrict, or suspend payouts until these are completed.

Payout Schedule

Event Proceeds are typically paid out after the Event has concluded and may be initiated within five business days following the Event date, unless otherwise specified by Flite. Membership Proceeds may be subject to different payout timing, including delayed settlement or Reserves, because Membership Benefits may remain outstanding after purchase. Actual timing of funds received may vary depending on banking systems, Payment Processor settlement timelines, and other operational factors. Flite reserves the right to modify payout schedules for operational, regulatory, or risk management purposes.

Payout Adjustments

All payouts are subject to adjustment prior to settlement. Flite may deduct Platform Fees, Payment Processing Fees, refunds issued, Chargebacks or payment disputes, card network or processor penalties, messaging or SMS fees, marketing or promotional service fees, taxes collected or remitted, accounting corrections or mistaken payments, and any other amounts owed to Flite. Flite may also offset these amounts against future payouts.

Payout Holds and Reserves

Flite may hold, delay, or reserve funds where necessary to manage financial risk or comply with legal obligations, including in cases of suspected fraudulent activity, elevated Chargeback or refund rates, incomplete account verification, Payment Processor investigations, regulatory or compliance requirements, unusually large transaction volumes or high-risk Events, Membership Proceeds where future benefits remain outstanding, and long-tail refund or Chargeback exposure. Flite may establish rolling reserves or delayed settlement periods where risk management requires additional safeguards.

Failed Payouts and Negative Balances

If a payout fails due to incorrect banking information, closed accounts, or other payout errors, Flite may delay settlement until valid payout details are provided. Flite is not responsible for payout delays resulting from incorrect or incomplete information provided by the Organizer.

If refunds, Chargebacks, penalties, or other adjustments exceed available Transaction Proceeds, the Organizer's account may have a negative balance, which the Organizer is responsible for repaying within 7 days

of written notice from Flite.

Final Settlement Adjustments

Payouts remain subject to adjustment after settlement if refunds, disputes, or transaction corrections occur after funds have been distributed. Flite may recover such amounts from future payouts or directly from the Organizer.

19. Messaging and Communications Compliance

Platform Communications

By creating an account, purchasing tickets, or purchasing a Membership, Users agree that Flite may send communications related to their use of the platform, including transaction confirmations, ticket delivery notifications, Membership confirmations, renewals, or cancellation notices, event updates or schedule changes, account notices or security alerts, and operational updates. These may be delivered by email, SMS, push notification, in-app notification, or other channels associated with the account.

Organizer Communications

Organizers may use platform communication tools to contact Attendees and Members regarding Events, Memberships, benefits, program changes, renewals, cancellations, reminders, and, where permitted and separately consented to, marketing or promotional messages. Organizers are responsible for ensuring that all communications comply with Applicable Law governing electronic communications and marketing, including laws relating to consent, opt-out rights, and message content.

SMS Messaging

Where SMS messaging functionality is enabled, messages may be sent to Attendees who have provided a valid phone number and consented where required by law. Message and data rates may apply, and message frequency varies. Recipients may opt out by replying STOP to any message and may request assistance by replying HELP. Opt-out requests that alter or modify the standard keyword commands may not be recognized. Carriers are not liable for delayed or undelivered messages.

Organizers must use SMS messaging responsibly and in compliance with all applicable messaging regulations, including consent, opt-out, and frequency requirements. Flite reserves the right to restrict, suspend, or disable SMS messaging functionality where misuse, excessive messaging, or regulatory risk is detected. SMS messaging fees may apply as described in Section 14.

Opt-Out and Platform Monitoring

Attendees may manage communication preferences through the platform where available and may opt out of promotional communications in accordance with Applicable Law. Operational communications related to transactions, account activity, or Event logistics may still be sent where necessary to fulfill the Services.

Flite reserves the right to review, monitor, or restrict communications sent through the platform where necessary to enforce these Terms, comply with legal obligations, or protect the safety and integrity of the Services.

20. Data Ownership and Privacy

Privacy Policy

Flite collects, uses, stores, and processes personal information in accordance with the Flite Privacy Policy, which is incorporated into these Terms by reference. By accessing or using the Services, you acknowledge that you have reviewed and understand the practices described in the Privacy Policy.

Ownership of Platform Data

Flite retains all rights, title, and interest in and to the Services and all data generated through the operation of the platform, including platform analytics, usage statistics, aggregated event performance data, system-generated operational data, and anonymized or de-identified user data. Flite may use such data for platform improvement, analytics, product development, fraud prevention, and business operations.

Organizer Access to Attendee and Member Data

Organizers may receive certain information about Attendees who register for or purchase tickets to their Events and about Members who purchase or use their Memberships, which may include name, email address, phone number where provided, purchase details, Membership start and expiration dates, benefit usage information, and other information submitted during registration.

Organizers may use this information solely for purposes directly related to the Event or the administration of the Membership, including communicating event-related updates, managing event logistics, providing event-related services, confirming Member eligibility, communicating benefits and program changes, and sending legally required renewal or cancellation notices.

Organizers may not use Attendee or Member data obtained through the platform for unrelated marketing, resale, data harvesting, or other unauthorized purposes. Any marketing beyond Event or Membership administration requires a separate lawful basis and appropriate consent where required by Applicable Law.

Restrictions on Data Use

Users agree not to copy, extract, or scrape data from the platform; build or compile databases of users or events using the Services; sell or transfer user data obtained through the platform; or use platform data for unsolicited marketing or outreach unrelated to Events. Unauthorized use of platform data may result in account suspension, termination, or legal action.

Data Security, Retention, and Transfers

Flite implements reasonable administrative, technical, and organizational safeguards designed to protect personal information and platform data. However, no internet-based service can guarantee complete security, and Users acknowledge the inherent risks of transmitting and storing information over the internet.

Flite retains user data only for as long as necessary to provide the Services, comply with legal and regulatory obligations, resolve disputes, enforce these Terms, and maintain business and operational records. Certain transactional or financial records may be retained longer where required by law.

Users acknowledge that personal data may be transferred to and processed in jurisdictions where Flite or its service providers operate, which may have different data protection laws. Flite takes reasonable steps to ensure such transfers comply with applicable data protection laws.

Compliance and Data Processing Agreements

Users, including Organizers, agree to comply with all applicable data protection and privacy laws when using the Services. Organizers are responsible for ensuring that their use of Attendee and Member information complies with applicable privacy and marketing laws. Where required by Applicable Law, Flite may enter into separate data processing agreements with Organizers or business users.

21. User Content and Intellectual Property

Ownership of the Services

Flite and its licensors retain all rights, title, and interest in and to the Services, including the platform, software, technology, design, user interfaces, trademarks, branding, and all related intellectual property. Except for the limited rights expressly granted in these Terms, no rights or licenses are granted. Users may not copy, modify, distribute, reverse engineer, or create derivative works from the Services without Flite's prior written consent.

User Content and License to Flite

Users may submit, upload, publish, or transmit User Content through the Services, including event titles and descriptions, images, videos, and promotional materials, event schedules and ticket details, communications with Attendees, and other Event-related materials. Users retain ownership of any intellectual property rights they hold in their User Content.

By submitting or publishing User Content, you grant Flite a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, display, distribute, modify, and promote such User Content for purposes related to operating and promoting the Services, including displaying Events within the platform, promoting Events through discovery features and marketing channels, reproducing content in connection with platform operations, and adapting content to fit platform formats or technical requirements. This license remains in effect for as long as the content is made available through the Services.

Organizer Representations

Organizers represent and warrant that they have all necessary rights, licenses, and permissions to upload and use any User Content submitted, and that their User Content does not infringe the intellectual property rights of any third party, violate any laws or regulations, contain misleading, fraudulent, or unlawful material, or include content for which they lack proper authorization.

Content Removal

Flite reserves the right to review, remove, or restrict access to any User Content that violates these Terms, Applicable Law, or platform policies, and may remove or modify content where necessary to protect the platform, comply with legal obligations, or prevent harm to users.

Copyright Claims and Designated Agent

Flite respects the intellectual property rights of others and will respond to notices of alleged infringement that comply with the Digital Millennium Copyright Act and other Applicable Law. It is Flite's policy to terminate, in appropriate circumstances, the accounts of users who are repeat infringers.

To submit a notice of claimed infringement, provide Flite's designated agent with: a physical or electronic signature of a person authorized to act on behalf of the rights owner; identification of the copyrighted work or other right claimed to have been infringed; identification of the material claimed to be infringing and information reasonably sufficient to locate it on the Services; your name, address, telephone number, and email address; a statement that you have a good faith belief that the use is not authorized by the rights owner, its agent, or the law; and a statement, made under penalty of perjury, that the information in the notice is accurate and that you are authorized to act on behalf of the rights owner.

Notices should be sent to: Copyright Agent, Flite City Corporation, 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803, United States, or by email to success@flite.city.

Flite may remove or disable access to allegedly infringing content while investigating such claims, and may forward the notice, including your contact details, to the person who posted the content.

Feedback

If you submit feedback, suggestions, or ideas regarding the Services, you grant Flite a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback into the Services without compensation or attribution.

22. Platform Monitoring and Enforcement

Flite may monitor use of the Services to detect fraud or suspicious activity, enforce these Terms and platform policies, maintain system security and platform performance, comply with legal and regulatory obligations, and protect the rights and safety of Users and third parties. Monitoring may include review of account activity, event listings, communications sent through the platform, transaction activity, and other interactions with the Services.

If Flite believes a User has violated these Terms or Applicable Law, Flite may investigate, including by requesting additional information or documentation, reviewing transaction records, or cooperating with Payment Processors or other service providers. Users agree to cooperate with any reasonable investigation.

Enforcement actions may include removing or modifying User Content, canceling or restricting Event listings, issuing warnings, restricting platform features, suspending or terminating accounts, withholding or adjusting payouts, and reporting suspected unlawful activity to appropriate authorities. Flite may take enforcement action with or without prior notice where necessary to protect the platform or comply with legal obligations.

Flite may cooperate with law enforcement agencies, regulatory authorities, and other third parties in connection with investigations of suspected unlawful activity, and may disclose account information, transaction records, or other relevant information where required by law or reasonably necessary.

The exercise of monitoring or enforcement rights does not create any obligation for Flite to monitor the Services or enforce these Terms in every instance. Flite reserves all rights and remedies available under these Terms and Applicable Law.

23. Termination and Suspension

Users may stop using the Services at any time and may close their account through account settings where available or by contacting Flite support. Termination does not relieve the User of any obligations or liabilities incurred prior to termination.

Flite may suspend, restrict, or terminate access to the Services at its discretion where necessary to protect the platform, comply with legal obligations, or enforce these Terms, including for violation of these Terms or other platform policies, fraudulent, deceptive, or unlawful activity, misuse of the Services, failure to provide required verification or documentation, excessive Chargebacks or payment disputes, actions creating risk for the platform, Payment Processors, or other Users, and attempts to circumvent platform safeguards.

Flite may remove, suspend, or cancel Event listings that violate these Terms, Applicable Law, or platform policies. Removal of an Event listing does not relieve the Organizer of obligations owed to Attendees.

During suspension, Users may lose access to some or all platform features. Flite may continue to hold funds associated with the account where necessary to resolve refunds, Chargebacks, or other outstanding obligations.

Upon termination, the User's right to access or use the Services ceases immediately, Flite may disable access to the account and related features, Event listings may be removed or restricted, and outstanding financial obligations remain enforceable.

Any provisions that by their nature should survive termination will remain in effect, including provisions related to fees, refunds, Chargebacks, payouts, intellectual property, release, indemnification, disclaimer of warranties, limitation of liability, and dispute resolution.

24. Disclaimer of Warranties

TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. FLITE AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, EXPRESS, IMPLIED, AND STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT.

FLITE MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, THAT ACCESS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY INFORMATION OBTAINED THROUGH THE SERVICES WILL BE ACCURATE OR RELIABLE.

FLITE MAKES NO WARRANTY REGARDING ANY EVENT, ORGANIZER, VENUE, PERFORMER, MEMBERSHIP, OR THIRD PARTY. FLITE DOES NOT CONDUCT BACKGROUND CHECKS ON USERS OR ORGANIZERS AND DOES NOT VERIFY THE ACCURACY OF ANY EVENT LISTING. YOU ARE SOLELY RESPONSIBLE FOR YOUR COMMUNICATIONS AND INTERACTIONS WITH ORGANIZERS, VENUES, PERFORMERS, OTHER ATTENDEES, AND OTHER THIRD PARTIES, AND THE RISK OF INJURY OR LOSS FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply to the maximum extent permitted by Applicable Law, and you may have additional rights.

25. Limitation of Liability and Indemnification

Limitation of Liability

To the fullest extent permitted by Applicable Law, Flite and its affiliates, officers, directors, employees, agents, licensors, and service providers will not be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, or for any loss of profits, revenue, goodwill, business, or data, arising out of or related to the Services or these Terms, regardless of the legal theory and even if Flite has been advised of the possibility of such damages.

No liability for Event execution. Flite does not organize, host, promote, or operate Events. Flite is not responsible for the accuracy of Event descriptions or promotional materials, the quality, safety, legality, or execution of Events, cancellations, delays, or changes to Events, or the actions or omissions of Organizers, venues, performers, or other third parties. Any dispute relating to the operation or performance of an Event is between the Organizer and the Attendee.

Platform availability. Flite does not guarantee that the Services will be uninterrupted, secure, or error-free and will not be liable for damages resulting from temporary interruptions, system failures, delays, or technical issues.

Third-party services. The Services may integrate with third-party platforms, including Payment Processors, Commerce Partners, messaging providers, and marketing tools. Flite is not responsible for the performance, reliability, or actions of any third-party service or provider.

Maximum liability. To the fullest extent permitted by law, the total aggregate liability of Flite arising out of or relating to the Services or these Terms will not exceed the greater of the total amount of Platform Fees paid to Flite by the User during the twelve months preceding the event giving rise to the claim, or one hundred United States dollars (USD $100). This limitation applies regardless of the form of action, whether based on contract, tort, negligence, strict liability, or otherwise.

Some jurisdictions do not allow the exclusion or limitation of certain damages. In those jurisdictions, the limitations above apply to the maximum extent permitted by law.

Indemnification

You agree to defend, indemnify, and hold harmless Flite, its affiliates, subsidiaries, officers, directors, employees, agents, licensors, and service providers from and against any and all claims, demands, liabilities, damages, losses, costs, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Services, your violation of these Terms or any Applicable Law, any Event created, hosted, promoted, or operated by you as an Organizer, any dispute between you and an Attendee or other User, your User Content, your misuse of data obtained through the Services, and your failure to comply with applicable tax, consumer protection, or marketing laws.

If you are an Organizer, you further agree to indemnify and hold harmless Flite from claims or liabilities arising from the organization, promotion, or execution of your Event, cancellations, postponements, or changes to your Event, injuries, damages, or losses occurring in connection with your Event, refund requests, Chargebacks, or payment disputes related to your Event, violations of venue rules, permits, licensing requirements, or Applicable Law, and any advertising, promotional, or marketing materials associated with your Event.

Flite reserves the right to assume the exclusive defense and control of any matter subject to indemnification by you, in which case you agree to cooperate fully. You may not settle any claim that affects Flite without Flite's prior written consent. These obligations survive termination.

26. Dispute Resolution

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.

Informal Resolution

Before initiating arbitration, litigation, or any other formal proceeding, you and Flite agree to first attempt to resolve any dispute informally and in good faith. A party seeking to raise a dispute must send written notice to the other party describing the name and contact information of the complaining party, the factual basis of the dispute, the specific claim or claims being asserted, and the relief sought.

Notice to Flite must be sent to success@flite.city and, if requested by Flite, by mail to the address listed in these Terms. The parties agree to attempt informal resolution for at least 30 days after receipt of a valid notice before filing arbitration or any other proceeding, unless a longer period is required by Applicable Law.

Compliance with this informal resolution process is a condition precedent to commencing arbitration or litigation, except for claims that qualify for small claims court or claims seeking emergency injunctive relief.

Agreement to Arbitrate

Except where prohibited by Applicable Law, any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any Event, any transaction processed through the Services, or the relationship between you and Flite will be resolved exclusively by final and binding arbitration, rather than in court. This arbitration agreement applies to claims based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and applies whether the claim arose before or after your acceptance of these Terms.

Waiver of Jury Trial

To the fullest extent permitted by law, you and Flite knowingly and irrevocably waive any right to trial by jury in any action, proceeding, or counterclaim arising out of or relating to these Terms or the Services.

Arbitration Rules and Forum

Arbitration will be administered by the American Arbitration Association under its applicable consumer or commercial arbitration rules, as determined by the AAA and the nature of the dispute. Unless otherwise required by Applicable Law or agreed by the parties, arbitration will take place in New York, New York, or may be conducted remotely by video, telephone, or written submissions as permitted by the applicable rules.

The arbitrator will have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of this arbitration agreement, except that any dispute relating to the enforceability of the class action waiver below shall be decided only by a court of competent jurisdiction.

Class Action Waiver

To the fullest extent permitted by law, you and Flite agree that each may bring claims against the other only in an individual capacity and not as a plaintiff, claimant, or class member in any purported class, collective, consolidated, coordinated, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not preside over any form of class, collective, or representative proceeding.

If a court decides by a final decision not subject to appeal that this waiver is invalid or unenforceable as to a particular claim or request for relief, that claim or request will be severed from the arbitration and may be litigated in the state or federal courts located in New York, New York. All other disputes will be arbitrated.

30-Day Right to Opt Out

You may opt out of this arbitration agreement by sending written notice within 30 days after first becoming subject to it to: Flite City Corporation, 1521 Concord Pike, Suite 201, Wilmington, Delaware 19803, United States, or by email to success@flite.city. Your notice must include your name, address, the email address associated with your account, and an unequivocal statement that you want to opt out of the arbitration agreement. Opting out does not affect any other provision of these Terms.

Exceptions

Nothing in this Section prevents either party from bringing an individual claim in small claims court where permitted, seeking temporary, preliminary, or injunctive relief in court to protect intellectual property, confidential information, or platform security, or pursuing claims that cannot legally be subject to arbitration.

Governing Law and Venue

These Terms and any dispute arising out of or relating to them will be governed by the laws of the State of New York, without regard to conflict of law principles, except to the extent federal arbitration law governs the interpretation or enforcement of this Section. Where arbitration does not apply, any action will be brought exclusively in the state or federal courts located in New York, New York, and each party consents to the personal jurisdiction and venue of those courts.

Time Limitation for Claims

To the fullest extent permitted by law, any claim arising out of or relating to these Terms or the Services must be filed within one year after the claim arose, or it will be permanently barred.

This Section 26 survives termination of these Terms, closure of an account, and cessation of use of the Services.

27. Regional Terms

Certain provisions of these Terms vary depending on the jurisdiction in which a User is located or where an Event takes place. Where a conflict exists between these Regional Terms and the general provisions of the Terms, the Regional Terms control for Users located in the applicable jurisdiction.

United States

For Users located in the United States, these Terms are governed by the laws of the State of New York as described in Section 26. Certain consumer protection laws may grant Users additional rights that cannot be waived by contract, and nothing in these Terms is intended to limit rights that cannot legally be limited.

California residents. Under California Civil Code Section 1789.3, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

United Arab Emirates

For Users located in the United Arab Emirates and for Events taking place in the UAE, Organizers are responsible for obtaining all required event permits and approvals from the relevant competent authorities, including those governing public events, entertainment, venue licensing, and the sale, service, and consumption of alcohol.

Organizers must comply with UAE Federal Law No. 15 of 2020 on Consumer Protection and its implementing regulations, UAE Federal Decree-Law No. 45 of 2021 on the Protection of Personal Data, and all applicable emirate-level requirements, including those of the Department of Economy and Tourism, the Dubai Department of Culture and Arts, and any applicable free zone authority.

Where Events in the UAE are operated by or in conjunction with a Flite affiliate or partner entity established in the UAE, additional terms may be presented at the point of purchase and will apply to that Event.

Nothing in these Terms limits any right granted to consumers under UAE law that cannot be waived by contract.

United Kingdom and European Economic Area

For consumers located in the United Kingdom or the EEA, nothing in these Terms excludes or limits liability for death or personal injury caused by negligence, for fraud or fraudulent misrepresentation, or for any other liability that cannot lawfully be excluded or limited.

You may have a statutory right to cancel certain distance contracts. Where you purchase a ticket for a specific date or period for a leisure or event service, the statutory cancellation right generally does not apply. Where a statutory right does apply, it is not affected by these Terms.

Consumers in the EEA may bring proceedings in the courts of their country of residence, and mandatory consumer protection provisions of their country of residence continue to apply.

Canada

Users located in Canada may be subject to additional consumer protection and privacy requirements under Canadian federal and provincial laws. Nothing in these Terms limits rights granted to Canadian consumers that cannot be waived by contract. Organizers operating Events in Canada are responsible for compliance with all applicable Canadian laws, including consumer protection laws, tax laws, and regulations governing electronic communications.

India

For Users located in India, Flite processes personal data in accordance with applicable data protection laws, including the Digital Personal Data Protection Act, 2023 where applicable, and may transfer and process

personal data outside India in accordance with applicable requirements.

Organizers operating Events in India are responsible for compliance with the Consumer Protection Act, 2019, the Consumer Protection (E-Commerce) Rules, 2020, applicable entertainment tax and GST obligations, and all local licensing and permit requirements.

Users located in India may contact Flite regarding data protection or grievance matters using the contact information in these Terms or the Privacy Policy. Disputes involving Users located in India may be subject to applicable Indian consumer protection or data protection laws to the extent required by law.

International Users

Users accessing the Services from jurisdictions outside the United States acknowledge that the platform may be operated and hosted in the United States or other jurisdictions, and are responsible for complying with all applicable local laws. Flite makes no representation that the Services are appropriate or available for use in all jurisdictions. Access from territories where the Services or their use would be unlawful is prohibited.

28. Export Control and Sanctions

You may not use, export, re-export, or transfer the Services except as authorized by United States law and the laws of the jurisdiction in which you access the Services. The Services may not be exported or re-exported into any country subject to a United States embargo, or to any person on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Department of Commerce's Denied Persons List or Entity List.

By using the Services, you represent that you are not located in a country subject to a United States Government embargo or designated as a terrorist-supporting country, and that you are not listed on any United States Government list of prohibited or restricted parties.

29. Electronic Communications and Consent

Communications between you and Flite may take place electronically, whether you access the Services, send Flite email, or Flite posts notices on the Services or communicates with you by email or SMS. For contractual purposes, you consent to receive communications from Flite in electronic form and agree that all terms, conditions, agreements, notices, disclosures, and other communications that Flite provides electronically satisfy any legal requirement that such communications be in writing.

This does not affect your statutory rights, including under the Electronic Signatures in Global and National Commerce Act, 15 U.S.C. • 7001 et seq.

30. Accessibility

Flite is committed to improving the accessibility of the Services. If you encounter an accessibility barrier, contact success@flite.city so that Flite can address it. Organizers are solely responsible for the accessibility of their Events and venues and for complying with all applicable accessibility laws, including disclosing accessibility features, accommodations, and limitations in their Event listings.

31. Miscellaneous

Entire agreement. These Terms, together with the Privacy Policy, Return and Refund Policy, End User License Agreement, and any applicable Supplemental Terms, constitute the entire agreement between you and Flite regarding the use of the Services and supersede any prior agreements, communications, or understandings relating to the subject matter.

Amendments. Flite reserves the right to modify or update these Terms at any time. Notice may be provided through the platform, by email, or through other reasonable means. Your continued use of the Services after the updated Terms take effect constitutes acceptance of the revised Terms.

Assignment. Users may not assign or transfer their rights or obligations under these Terms without Flite's prior written consent. Flite may assign or transfer these Terms, in whole or in part, without restriction, including in connection with a merger, acquisition, corporate restructuring, or sale of assets.

Force majeure. Flite will not be liable for any delay or failure to perform where such delay or failure results from events beyond Flite's reasonable control, including natural disasters, acts of government, war, terrorism, epidemics or pandemics, labor disputes, internet service disruptions, power failures, or failures of third-party service providers.

Waiver. Failure by Flite to enforce any provision of these Terms does not constitute a waiver of that provision or of the right to enforce it in the future. Any waiver of rights must be made in writing and signed by an authorized representative of Flite.

Severability. If any provision of these Terms is found to be invalid, illegal, or unenforceable, that provision will be limited or removed to the minimum extent necessary so that the remaining provisions remain in full force and effect.

Relationship of the parties. Nothing in these Terms creates any partnership, joint venture, employment, agency, or fiduciary relationship between Flite and any User. Organizers operate independently and are solely responsible for their Events and Memberships.

Notices. Flite may provide notices to Users through the platform, by email, or through other communication channels associated with the user's account. Users agree that electronic communications satisfy any legal requirement that notices be provided in writing.

Headings. Section headings are for convenience only and do not affect interpretation.

32. Contact Information

Flite City Corporation

1521 Concord Pike, Suite 201

Wilmington, Delaware 19803

United States

Email: success@flite.city

Resolution Center: available in the Flite app and at flite.city

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