Exhibit A

FlyHouse “House Rules”


Contents


1. Purpose
The Purpose of the FlyHouse Partner “House Rules” is to ensure one standard of operations and customer service delivery for all FlyHouse Partners performing flights on the App for Charterers. As a FlyHouse Partner, it is expected that you will perform to the highest standards of professional conduct, benchmark operating practices with strict adherence to safety along with the applicable Federal Aviation Regulations. These FlyHouse House Rules are attached as an exhibit and are incorporated by reference to, and made a part of the FlyHouse Partners Agreement (the “Agreement”) entered into between you and FlyHouse Management, LLC, a California limited liability company (“FlyHouse”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Agreement.


2. Distribution
A copy of FlyHouse House Rules is required to be maintained current by the Partner lead contact and/or Director of Operations. It is the responsibility of the Partner to train all required personnel how to fulfill a FlyHouse flight. A current copy of FlyHouse House Rules can be found in the Partner Portal at https://partners.goflyhouse.com


3. Safety Standards
FlyHouse Partners that are ARG/US Platinum are considered pre-vetted. Partners must have a minimum of ARGUS GOLD certification and use aircraft and crew that meet FlyHouse minimum crew experience.
In the event that the Partner assigns an aircraft or crew to a Charterer that is not approved through the “ARGUS TRIP CHEQ” system, FlyHouse retains the right to cancel the charter flight without penalty.
FlyHouse retains the right, at its sole discretion, to allow Partners to present documentation by another recognized Part 135 safety auditing firm such as Wyvern and/or ISBAO in lieu of ARG/US Platinum. In such cases FlyHouse will conduct a desk review to verify the Partner has the following systems and safety standards in place:

  • Partner has an Approved Safety Program and Safety Training for employees
  • Partner has an Emergency Response Plan
  • Drug and Alcohol Testing Program
  • Management Experience and Qualifications
  • Crew Training and Record Keeping
  • CRM Training Program
  • Approved Manuals
  • Operation History
  • Maintenance Programs and Procedures
  • Maintenance Oversight
  • Technician Training and Records
  • Aircraft Records Quality Assurance
  • Maintenance Quality Assurance Programs


4. Document Compliance + Maintenance
The following documents must be provided by the Partner and submitted to FlyHouse via email or through the FlyHouse Partner Portal https://partners.goflyhouse.com before the Partner is considered for eligibility as a FlyHouse Partner. If completed outside of the Portal, all documents must be submitted to partners@goflyhouse.com
Document Compliance
Air Carrier Certificate FAA form 8430-18  
W-9  
Additionally Insured Certificate -See requirements in Section  
Copies of Wyvern/ARGUS/ISBAO Certificates  
Ops Spec A001 Issuance and Applicability  
Ops Spec A003 Aircraft Authorization  
Ops Spec A006 Management Personnel  
Ops Spec A031 Contract Training  
Ops Spec B050 Authorized areas of enroute operations, limitations and Provisions  
Ops Spec C049 Use a destination airport analysis program  
Ops Spec D095 Use an FAA approved Minimum Equipment List  

It is the Partner’s responsibility to upload any changes to the above required documentation into the Partner Portal as soon as practical to include but not limited to Changes in D0-85, changes in Management Personnel and audit standards.

Aircraft added to Partner Fleet Profiles on the App will not be active unless listed on the most current D0-85. Should an Aircraft be removed from a Partner’s D0-85 it is the responsibility of the Partner to immediately notify FlyHouse and remove the aircraft from the APP pricing auction.


5. Insurance Requirements
Prior to the commencement of any flight operations, Partner must provide FlyHouse with a current certificate of aircraft liability insurance, issued by an insurance company with a “Best’s Rating” of no less than A, for bodily injury, including passengers and property damage for owned and non-owned aircraft, for each occurrence, for the full insurance policy limit. FlyHouse will review the Partner’s insurance policy and in its sole and absolute discretion can either accept or reject the Partner’s submitted insurance policy as a condition precedent to being a FlyHouse Partner. The certificate of insurance must include the following provisions:

Certificate Holder: FlyHouse Management, LLC, FlyHouse Technology, LLC and Golden West Airlines, LLC, and their respective board members, officers, directors, employees, agents and clients; and any subsidiary or affiliated company in which active management or financial control now exists or as may be constituted hereafter.

Address: FlyHouse Management, LLC, 15010 N. 78th Way, Suite 206 Scottsdale, AZ 85260


6. Pricing
Pricing for the services provided under this Agreement shall be determined through a reverse auction mechanism, utilizing operator pricing specified by the Partner. The auction will run for a period of 90 seconds, at the conclusion of which a final price will be established. Following this determination, FlyHouse will add a technology fee of 10%, FET, along with any applicable taxes to the final auction price. This process ensures that the pricing reflects a competitive bidding environment while transparently incorporating all additional charges.


7. Crew Uniforms / Professional Appearance
All pilots are expected to appear neat, clean and well-groomed at all times. The proper dress consists of: Medium or dark business suit, white shirt, with coordinating tie, black shoes and socks. A blazer and dark trousers are acceptable alternatives. All clothing should be in good condition.


8. Client Service Standards
It is each crewmember's responsibility to always provide friendly and courteous service. The crew should strive to make each flight as comfortable and pleasant as possible. The Crew trip sheet must be read carefully for detailed passenger knowledge. Please note that the Crew trip sheet is a highly confidential document and must not be presented to any third parties unless this third person can add value with tailor-made services (i. e. Limousine, Catering, etc.)

One crewmember must remain inside FBO to greet passengers before each leg. One crew member should be with the aircraft to meet and greet passengers who go directly to the flight line.

First leg: Provide a flight overview to the lead passenger. Include a verification of city, state and airport name of destination. Advise ETA, ETE, weather enroute and destination, FBO, and ground transportation. Contact FlyHouse if there is any conflict with the above information.

Standard items should be on the aircraft at all times. Special items will be requested by FlyHouse to be placed on the aircraft at point of passenger pickup prior to departure.
Standard Items should include:
Soft drinks (diet, regular)
Bottled water and sparkling water Coffee, tea, milk, or half and half Ice Snacks (chips, pretzels, gum or mints etc. limited liquor, beer and newspapers on board

All additional catering is considered special order and will be billed directly to FlyHouse by the vendor. This includes special liquors, beer; other drinks specially requested, snack trays, sandwich trays, or any meals.


9. Aircraft Equipment
All Aircraft flying FlyHouse Charterers are required to be fully operational with all systems functioning normally. All passenger amenities items and seats have to be ready for use unless FlyHouse is advised and approves in writing an out of service condition ahead of time. Aircraft must have an approved MEL1 to conduct any flights on the FlyHouse App. Aircraft must have an approved Safety Briefing Card at all passenger seats


10. Aircraft Appearance
The interior and exterior of the aircraft will be neat and clean prior to passenger arrival.

If possible an APU or GPU should be turned on to heat or cool the cabin appropriately prior to the passenger’s arrival. Engines will be shut down during boarding and disembarking. A crewmember must be with aircraft if APU is running.


11. Crew Training and Experience Minimums
All flight crew members must have completed all training requirements as outlined in their FAA approved training program and must meet the qualification requirements outlined in FAR 135.243, 135.245, and 135.293. In addition, all crewmembers must adhere to FlyHouse minimum experience requirements as outlined (Below). When a cabin attendant is requested on a FlyHouse trip, the assigned cabin attendants must be trained and familiar on the specific tail along with location of all emergency equipment.

Jet Fixed Wing
  PIC2 SIC3
Total Time 3500 2000
Pilot-In- Command 2000 500
JetTime 1000 50
PIC Jet 250 25
PIC Time in Type 100 25
Turbo Prop Fixed Wing
Total Time 3000 1500
Pilot-In- Command 1500 500
Turbo-Prop Time 500 50
PIC Turbo:Prop 250 --
PIC Time in Type 100 25


1 NTD: What is an MEL – please define.
2 NTD: To define.
3 NTD: To define.


12. Confidentiality / Security

  • All FlyHouse flights require the highest adherence to confidentiality by all members of the Partner’s personnel to include but not limited to Flight Crew members, Charter sales, dispatch and maintenance personnel.
  • It is the responsibility of the Partner to comply with all applicable TSA 12-5 guidelines. Partner must have an approved TSA security plan, and must comply with all TSA directives, circulars, and security alerts. Partner must be able to check all passengers against the TSA no-fly list.
  • During the Agreement, each party may share confidential information—such as business details, products, intellectual property, customer lists, and trade secrets—in any form, even if it is not explicitly labeled as confidential. However, information that is already public (unless it becomes public due to a breach), previously known or independently developed by the receiving party, or obtained from a third party without a confidentiality obligation does not count as confidential. The receiving party must protect this information with at least a commercially reasonable level of care, use it only to fulfill its obligations under the Agreement, and share it only with affiliates or representatives who need to know in order to assist with those obligations. The receiving party is also responsible for any breaches caused by its representatives and must promptly return all confidential information upon the disclosing party’s written request.

Crewmembers should not disclose passenger names to FBO’s or other third-party providers, unless it is necessary to confirm services. Catering will always be ordered under the FlyHouse flight number with the aircraft tail number.


13. Aircraft Positioning
The aircraft and crew must be in position one hour prior to the scheduled departure time, and the dispatch or charter department shall either call FlyHouse at 888-413-8480 or email booking@goflyhouse.com to inform dispatch that the crew and aircraft are ready for passengers.

Any issues preventing crew and aircraft from being in position as per the above must immediately be communicated with FlyHouse.


14. Flight Following / Flight Communications
Partners must have a contact available 24 hours. FlyHouse must have access to persons responsible for scheduling and dispatching Partner’s aircraft. If a Partner uses an answering service, FlyHouse must be provided with a direct after hours contact number. Notwithstanding the foregoing, the Partner is at all times responsible for maintaining operational control over all flights.

Partner will remain in timely contact with FlyHouse throughout the booking, scheduling, and operation of flights. This is to include advising FlyHouse of owner approval issues, or any other operational issues at the time of booking that may impact the performance of the flight.

The following flight conditions and accommodations are required with no exceptions:

  • Aircraft and Crew are in position one hour prior to the departure time.
  • Arrival and securing of services such as Catering
  • Passenger arrival and preparing to takeoff
  • Enroute : Any major delay or diversions from final itinerary
  • Post Flight: Briefing with On /Off/Out/ In times and anything of note regarding the flight and /or passengers. Any flight deviations, such as passenger delay, ATC delay, mechanical delay, weather delay, etc.
    Any positive or negative comments made by the passengers regarding the flight should be communicated at this time.


15. Winter Ops
During Winter Operations, should the aircraft require De-icing during a FlyHouse flight, the Partner should promptly advise FlyHouse during the flight following procedures listed in section 17, and state how much De-icing was required. An actual copy of the DE-icing invoice should be submitted to FlyHouse accounting.
It is requested that the Partner use all means to ensure the safety of the passengers and the aircraft during winter operations included but not limited to forward looking forecasts, early repositioning and securing a hangar prior to departure.


16. Emergency Response
Partners are encouraged to have a written Emergency Response Plan (ERP) in place to adequately respond to any aircraft incident/accident and per bets practices such Emergency Response Plan should be drilled once per year.
In the case of an accident or incident during a flight for FlyHouse, the Partner will immediately notify FlyHouse Flight Control at bookings@goflyhouse.com.

If unable to reach FlyHouse control at the above number, then immediately call Taylor Welka at 440-589-9101 or FlyHouse Director of Operations, Mike LaBarron at 480-932-7229.

The following information must be communicated during the initial call:

  • Aircraft type and Registration
  • Date/Time of occurrence
  • Planned Flight Leg
  • Location
  • Number of persons on board and known Physical status
  • Agencies that have been already notified
  • ERC contact number for the Partner/

No communication with/to media, or other statements should be made without coordination with FlyHouse and its emergency response team.


17. FlyHouse Membership Equity
FlyHouse shall grant to Partner on January 1st of each year this Agreement, Class O Units of FlyHouse membership interests (the “O Units”) for each type of aircraft furnished by Partner that provided 360 charter hours for Charterer flights through FlyHouse as follows: (i) light: $1,500, (ii) mid: $2,000, (iii) super-mid: $2,500, (iv) heavy: $3,000, and
(v) ultra-long range: $3,500. In order to receive the O Units, the Partner shall execute and comply with FlyHouse governance documents, an award agreement required by FlyHouse and applicable federal and state of California securities laws.


18. Legal

  1. Intellectual Property.
    FlyHouse shall retain and shall solely own all rights, title, and interest in and to the Intellectual Property associated with the App, and any and all software invented, created, or otherwise originated by it or by its, or any of its Affiliate’s, representatives, including third party software providers. Under no circumstances shall the Partner, as a result of this Agreement, receive any license or otherwise obtain any ownership interest or other right, title, or interest in or to any other Intellectual Property or confidential information of FlyHouse, whether by implication, estoppel, or otherwise, including any items controlled or developed by FlyHouse or its direct or indirect Subsidiaries or Affiliates any time pursuant to this Agreement.
  2. Indemnification.
    1. Each Party (as applicable, “Indemnifying Party”) shall indemnify, hold harmless, and defend the other Party and its managers, officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, as applicable, “Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees, that are incurred by Indemnified Party in a final non-appealable judgment, administrative proceeding, or any alternative dispute resolution proceeding (collectively, “Losses”), arising out of any third-party claim alleging:
      1. Material breach or non-fulfillment of any material representation or warranty set forth in the Agreement, including these FlyHouse House Rules, by Indemnifying Party or Indemnifying Party’s affiliates or any of its affiliates, employees, officers, directors, partners, shareholders, agents, attorneys, third party advisors, successors, and permitted assigns (collectively, “Representatives”);
      2. Any grossly negligent or more culpable act or omission of Indemnifying Party or its affiliates or Representatives (including any reckless or willful misconduct) in connection with the performance of its obligations under the Agreement, including these FlyHouse House Rules;
      3. Any bodily injury, death of any person, or damage to real or tangible personal property caused by the grossly negligent or more culpable acts or omissions of Indemnifying Party or its affiliates or Representatives (including any reckless or willful misconduct); or
      4. Any failure by Indemnifying Party to materially comply with any applicable federal, state, or local laws, regulations, or codes, including, but not limited to the FARs, in the performance of its obligations under the Agreement, including these FlyHouse House Rules.
    2. Notwithstanding anything to the contrary in the Agreement, Indemnifying Party is not obligated to indemnify, hold harmless, or defend Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses arise out of or result from, in whole or in part, Indemnified Party’s
      1. gross negligence or more culpable act or omission (including recklessness or willful misconduct); or
      2. bad faith failure to materially comply with any of its obligations set forth in the Agreement or these FlyHouse House Rules.
  3. Limitation on Liability.
    1. No Consequential or Indirect Damages. In no event shall either Party or any of its affiliates or Representatives be liable under the Agreement, including these FlyHouse House Rules, to the other Party or any third-party for consequential, indirect, incidental, special, exemplary, punitive or enhanced damages, lost profits or revenues or diminution in value, arising out of, or relating to, and/or in connection with any breach of the Agreement, including these FlyHouse House Rules, regardless of (i) whether such damages were foreseeable, (ii) whether or not it was advised of the possibility of such damages and (iii) the legal or equitable theory (contract, tort or otherwise) upon which the claim is based.
    2. Exceptions: Notwithstanding the above, the limitations and exclusions set forth in Section c.i above shall not apply to damages or liabilities arising from (1) third-party claims that are subject to indemnification; (2) personal injury or death or damage to any real or tangible personal property caused by a Party’s grossly negligent acts or omissions or willful misconduct; or (3) the grossly negligent acts or omissions or willful misconduct of either Party in performing its obligations under the Agreement or these FlyHouse House Rules.
  4. Dispute Resolution
    1. Exclusive Dispute Resolution Mechanism. The Parties shall resolve any dispute, controversy, or claim arising out of or relating to the Agreement, including these FlyHouse House Rules, and any other documents incorporated herein by reference, or the breach, termination, or invalidity hereof (each, a “Dispute”), under the provisions of this Section. The procedures set forth herein shall be the exclusive mechanism for resolving any Dispute that may arise from time to time and any Dispute shall be settled by arbitration administered by the [JAMS Dispute Resolution][American Arbitration Association] in accordance with its then prevailing Commercial Arbitration Rules.
    2. Binding Arbitration.
      1. If the Parties cannot resolve any Dispute for any reason, either Party may initiate final and binding arbitration by delivering a notice of arbitration to the other setting out the nature of the claim(s) and the relief requested. Within thirty (30) days of the receipt of the notice of arbitration, the respondent shall deliver to the claimant its answer and any counterclaim(s), setting out the nature of such counterclaims(s) and the relief requested.
      2. The arbitral tribunal shall have the sole power to rule on any challenge to its own jurisdiction and all issues regarding arbitrability shall be decided solely by the arbitral tribunal. The place of arbitration shall be Los Angeles, California.
      3. The tribunal shall consist of three (3) arbitrators with the initiating Party selecting one (1) in the notice of arbitration and the respondent selecting one (1) in its answer. The arbitrators so selected shall, within three (3) business days of delivery of the answer, appoint one (1) additional arbitrator who shall act as the chair of the tribunal. If any arbitrators are not selected within this time period, such arbitrator shall be appointed at the request of any Party by the [JAMS Dispute Resolution][American Arbitration Association].
      4. The tribunal shall make its decisions by a majority or by the chair if no majority is possible. Judgment may be entered upon the award by any court having jurisdiction.
  5. Force Majeure
    No Party shall be liable or responsible to the other Party, or be deemed to have defaulted under or breached the Agreement, including these FlyHouse House Rules, for any failure or delay in fulfilling or performing any term of the Agreement, when and to the extent such failure or delay is caused by or results from acts beyond the impacted party’s (“Impacted Party”) reasonable control, including, without limitation, the following force majeure events (“Force Majeure Event(s)”): (a) acts of God; (b) flood, fire, earthquake, epidemics, pandemics, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot or other civil unrest; (d) government order, law, or actions; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; (i) other similar events beyond the reasonable control of the Impacted Party. The Impacted Party shall give notice within ten (10) calendar days of the Force Majeure Event to the other Party, stating the period of time the occurrence is expected to continue. The Impacted Party shall use diligent efforts to end the failure or delay and ensure the effects of such Force Majeure Event are minimized. The Impacted Party shall resume the performance of its obligations as soon as reasonably practicable after the removal of the cause.