Air Charter Broker Agreement
Standard Terms & Conditions

Last Updated: October 27, 2023
This AIR CHARTER BROKER AGREEMENT (this “Agreement”) shall govern the Charter Quote (defined below) signed and entered into by Customer (as identified on the signed Charter Quote), and this Agreement sets forth the terms and conditions under which Custom Aviation Solutions, LLC (“CAS”) shall perform air charter broker services on behalf of Customer. By signing the Charter Quote offered to Customer by CAS (Customer and CAS may each be referred to individually as a “Party” and collectively the “Parties”), Customer hereby agrees that the signed Charter Quote shall become a part of and subject to the terms and conditions of this Agreement upon CAS’s receipt of the signed Charter Quote. If any term or condition specified in a signed Charter Quote conflicts with any term or condition of this Agreement, the applicable term or condition of the signed Charter Quote shall control. For purposes of clarity and avoidance of doubt, the Parties acknowledge and agree that CAS is not obligated to perform any services unless and until CAS has received Customer’s signed Charter Quote. If Customer wishes to cancel any services (or portions of services) after signing the Charter Quote, then the cancellation will be subject to the cancellation terms set forth below.

1. Disclaimer.
CAS IS AN AIR CHARTER BROKER AND DOES NOT OWN, MAINTAIN, NOR OPERATE AIRCRAFT. CAS IS NOT A DIRECT AIR CARRIER. ALL AIR TRANSPORTATION SERVICES ARE OFFERED AND PROVIDED BY THIRD PARTY FAA-LICENSED DIRECT AIR CARRIERS CERTIFIED UNDER 14 C.F.R. PART 135. CUSTOMER ACKNOWLEDGES AND AGREES THAT CAS IS ONLY ACTING AS CUSTOMER’S AGENT FOR THE ARRANGEMENT OF THE CHARTER FLIGHTS DESCRIBED HEREIN. THE OPERATOR SHALL HAVE OPERATIONAL CONTROL (AS DEFINED IN FEDERAL AVIATION REGULATIONS) OVER EACH CHARTER FLIGHT DESCRIBED HEREIN, AND AT NO TIME SHALL CAS HAVE OPERATIONAL CONTROL OVER ANY CHARTER FLIGHT.

2. Modification.
Customer acknowledges and agrees that the aircraft charter business and air charter broker business is regulated by certain national, international, state and local governmental laws and regulations, and that such laws, regulations and best practices in the industry may change from time to time. Accordingly, CAS shall have the right to modify this Agreement at any time. The terms and conditions that are applicable to Customer’s charter flight are those that are in effect at the time the Charter Quote is signed by Customer.

3. Services; Scheduling.
(a) Upon request by Customer, CAS shall issue a charter quote for each specific trip requested by Customer (“Charter Quote”) that sets forth the flight details, price quote (“Price Quote”), description of the aircraft, ancillary services to be performed by CAS or Operator (if any), and other applicable information and terms. Customer may request flights by email or phone. Flights requested within the following periods may be subject to surge pricing:

(i)For Domestic flights:within 48 hours prior to departure

(ii)For Peak Day Domestic flights:within 72 hours prior to departure

(iii)For Non-Domestic flights:within 72 hours prior to departure

(iv)For Peak Day Non-Domestic flights: within 120 hours prior to departure

A “Domestic flight” or “Domestic trip” means, respectively, a flight or trip where all segments originate and end within the contiguous 48 United States.A “Non-Domestic flight” or “Non- Domestic trip” means, respectively, a flight or trip that is not Domestic.

A “PeakDay” means a high traffic day that is designated by the Operators, and the list of Peak Days is subject to change during each calendar year based on market conditions. Each Charter Quote will indicate whether the charter flight is occurring on a Peak Day.

(b) In connection with each Charter Quote signed by Customer, Customer hereby appoints CAS as Customer’s air charter broker and agent to arrange air transportation services to be furnished to Customer by one or more licensed direct air carriers under applicable regulations of the United States Federal Aviation Administration (“FAA”) and Department of Transportation (“DOT”) (each such licensed direct air carrier an “Operator”).
UPON CAS’S RECEIPT OF CUSTOMER’S SIGNED CHARTER QUOTE, CAS SHALL BE DEEMED TO BE CUSTOMER’S BONA FIDE AGENT (PURSUANT TO FEDERAL AVIATION REGULATIONS 14 C.F.R. PART 295.7) AUTHORIZED TO ARRANGE THE AIR TRANSPORTATION SERVICES AND/OR ENTER INTO CONTRACTS WITH OPERATORS ON BEHALF OF CUSTOMER IN ORDER TO EFFECTUATE THE TERMS OF THE SIGNED CHARTER QUOTE.

(c) The Charter Quote is not a confirmed reservation. Upon CAS’s receipt of Customer’s signed Charter Quote, CAS shall arrange air transportation services to be furnished to Customer. A flight is not scheduled until CAS has confirmed the flight itinerary with Customer. Once scheduled, if Customer modifies the scheduled itinerary (passenger names, times, route, or aircraft class) within forty-eight (48) hours of the initial departure time, or delays or modifies any subsequent legs after trip has initiated, trip is subject to additional fees. On the day of the flight, if the confirmed departure time is changed or delayed by more than sixty (60) minutes, at the request of Customer or due to the Customer Parties failing to arrive for departure on time, then CAS retains the right to assess up to an additional three (3) hour flight charge at the applicable rate for such flight. The term “Customer Parties” shall collectively refer to Customer and its passengers for whom CAS has arranged air transportation services for under this Agreement.

At any time prior to departure, the Operator will be entitled to delay or accelerate the requested departure times of any confirmed flights scheduled to depart on a Peak Day by up to two (2) hours. Special Traffic Management Program/Slots may affect departure and arrival times. These dates are unknown to CAS and the Operator until issued by the FAA. Customer will be made aware upon booking of any known program or slot delays.

4. Expenses and Costs.
(a) By signing the Charter Quote, Customer agrees to pay the Price Quote listed in the Charter Quote and any additional expenses related to the flight (“Additional Expenses”), which may include, but are not limited to, catering costs (beyond normal aircraft stock), ground transportation costs,flight phone costs, de-icing costs, transient hanger costs, fuel surcharges, crew expenses, air space navigation fees, weather service fees, international surcharges and fees and such other costs and expenses as are incidental to charter flight services. Additional Expenses shall also include any and all costs and expenses incurred by CAS as a result of damage and excess wear and tear to the charter aircraft interior and/or exterior determined to be caused by the Customer Parties. Additional Expenses will be included in the Price Quote if known at the time the Charter Quote is issued by CAS, and Additional Expenses which are unknown at said time will be charged to Customer once such amounts become known.

Customer understands and agrees that the Price Quote may include estimates for certain cost items, and Customer is ultimately responsible to pay the actual amount of applicable taxes, flight fees, fuel surcharges, overflight permits, landing fees, catering costs, ground transportation, flight phone, wi-fi, custom fees, crew travel expenses, and similar out of pocket expenses relating or incidental to the charter flight services provided by the Operator should these amounts differ from the original Price Quote estimated in the signed Charter Quote. If additional flight time is incurred due to weather or unforeseeable air traffic, then the additional flight fees will be charged to Customer as an Additional Expense. Additionally, if a deviation from the original flight itinerary is requested by Customer and agreed to by the Operator and CAS, or if any such deviation is caused or necessitated by the actions of the Customer Parties, then the amount owed by Customer to CAS may differ from the original Price Quote estimated in the signed Charter Quote, and any such additional amounts shall be charged to Customer as an Additional Expense.

(b) Flight hours are calculated based on flight time, plus one tenth of one hour (.1 hour) for each takeoff and each landing to compensate for taxi time. Flight hours are measured in one tenth of an hour increments. For flight legs that arrive or depart at High Density Airports, Customer will be charged an additional fee of $750 per occurrence. Customer will only be charged the fee one time for sequential flight legs that arrive and depart the same High Density Airport. Customer will be charged the fee twice for sequential flight legs that depart a High Density Airport and arrive back to the same High Density Airport or another High Density Airport. The following airports are deemed “High Density Airports”: ACK; ATL; BOS; BWI; DCA; DEN; DFW; EWR; IAH; JFK; LAX; LGA; MDW; MIA; MKE; MSP; MVY; OAK; ORD; PHL; SAN; and SFO.

(c) The following flight time minimums apply to all flights requested by Customer, and Customer shall be charged accordingly:

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(d) Customer shall be responsible for all sales, use, VAT, stamp, Federal Exercise Tax, transfer, segment fees and other similar taxes, fees, duties and penalties that may be imposed by any federal, state, county, local, foreign or other governmental authority as a result of the flights and services provided in connection with this Agreement (collectively, “Taxes”). Customer shall defend, indemnify and hold CAS harmless from and against any such Taxes which are the obligation of Customer hereunder.

5. Payment.
Full payment of the amounts listed in the Charter Quote are due upon Customer signing the Charter Quote. Payment must be received by CAS in order for CAS to enter into charter contracts with an Operator on Customer’s behalf. Additional Expenses and other fees that were not included in the signed Charter Quote will be charged to Customer after each flight once such expenses and fees are reconciled between CAS and the Operator and/or vendor(s).

All amounts due hereunder shall be charged to Customer’s ACH or credit card information on file. The CAS Payment Authorization Form must be completed by Customer and validated by CAS prior to Customer’s first flight. Payments made by credit card are subject to an additional 3% administrative charge. If cancellation fees apply, then the Price Quote amount(s) that Customer paid to CAS in connection with the canceled flight shall first be used to pay for the cancellation fees. In the event that the Price Quote amount(s) do not cover the full value of the cancellation fees, then at the time of cancellation CAS shall charge Customer’s ACH or credit card on file for the remaining portion of cancellation fees that were not covered by the Price Quote amount(s).

Customer must notify CAS of a disputed charge within fifteen (15) days after the date of an invoice, receipt, bill or statement on which such charge(s) first appeared (the “DisputePeriod”). A charge will be considered valid, final and undisputed upon the conclusion of its Dispute Period.

In the event that any amounts due from Customer to CAS remain unpaid for more than thirty (30) days beyond the date such sums were due to be paid, then the outstanding sums shall be subjectto interest at the lesser of 1.5% per month or the maximum amount of interest permitted by law. In the event that any form of payment provided by Customer to CAS is rejected and CAS incurs any fees as a result of such rejection (e.g., insufficient funds), Customer shall reimburse CAS promptly for all such fees incurred by CAS. Customer is liable for any and all fees, including, but not limited to, reasonable outside attorneys’ fees, that CAS incurs to collect any outstanding amounts due to CAS by Customer.

6. Cancellation.
(a) Customer may cancel a service (or portion of a service) by contacting the CAS representative listed on the signed Charter Quote. Customer acknowledges and understands that CAS will be incurring certain non-refundable costs in reliance on the signed Charter Quote, and therefore if Customer wishes to cancel any services (or portions of services) after signing the CharterQuote then the cancellation is subject to the following terms:

If a flight is cancelled by Customer within the following time periods, then Customer will be liable for and will pay CAS a cancellation fee equal to 100% of the Price Quote:

(i)For Domestic trips:(A) Within forty-eight (48) hours of the initial departure time for the first segment for flights; or (B) Within seventy-two (72) hours for travel scheduled on Peak Days.

(ii)For Non-Domestic trips: (A) Within seventy-two (72) hours of the initial departure time for the first segment for flights; or (B) Within one hundred twenty (120) hours for travel scheduled on Peak Days. If Customer needs to cancel the return leg or any other portion of any confirmed flight, after departing on the initial flight segment, then Customer is subject to 100% of the estimated trip charges for the cancelled segments and 100% of the costs as calculated under this Agreement from the completed flight segments.

(b) CAS reserves the right to deem a “no- show” as a cancellation by the Customer, which will result in the cancellation of Customer’s flight, Customer’s forfeiture of the Price Quote, and Customer being charged for, and obligated to pay CAS for, any additional non-refundable expenses incurred by CAS in connection with the no-show flight(s). A “no- show” is defined as when the Customer Parties fail to arrive at the aircraft at least ten (10) minutes prior to boarding in possession of valid government-issued identification and/or when Customer Parties are otherwise in violation of the terms of this Agreement or the applicable signed Charter Quote as it relates to their charter flight. CAS, in its sole discretion, may extend the no-showtime in coordination with Customer if operational restrictions allow.

7. Substitute Services.
If a charter flight listed on a signed Charter Quote is either cancelled, interrupted or delayed for any reason other than due to the actions or inactions of the Customer Parties, then CAS will use reasonable efforts to arrange substitute air transportation services.

If CAS is able to identify substitute air transportation services that meet Customer’s needs, then Customer will be responsible for the costs, fees, and expenses associated with the substitute air transportation services that are accepted by Customer.

8. Force Majeure; Partial Completion of Flights.
(a) CAS is not liable to Customer for delays and/or defaults in CAS’s performance or commitments under this Agreement due to an event of Force Majeure. Furthermore, CAS is not liable to Customer for the delay or failure by an Operator to provide a charter flight and/or perform air transportation services due to an event of Force Majeure. “Force Majeure” means an act of God, strike or lockout or other labor dispute, act of a public enemy, war (declared or undeclared), terrorism, public health concern, pandemic, epidemic, quarantine (whether declared by a national authority or by an international organization such as the United Nations), blockade, revolution, civil commotion, fire, any weather- related event affecting safety of flight, flood, earthquake, explosion, governmental restraint, government regulations, laws, rules, embargo, mechanicals, crew duty limitations, inability to obtain or delay in obtaining governmental approvals, permits, licenses or allocations, and any other cause outside of the complete control of CAS, whether or not of the kind specifically listed above. If a flight is cancelled as a result of an event of Force Majeure, then CAS shall use commercially reasonable efforts to arrange substitute air transportation services as described above in Section 7. Customer shall remain obligated to pay for any flight segments completed prior to cancellation.

(b) If a flight does not reach its destination due to weather, charges apply to any destination reached and return flight of the aircraft and crew (with or without passengers) to home base. In the case of aircraft maintenance issues, CAS shall use reasonable efforts to arrange substitute air transportation services as described above in Section 7. In such cases, CAS will charge for the completed portions of the flight plus the cost of the additional substitute air transportation.

9. Operation; Conduct; Identification and Documentation.
(a) Customer has the obligation to require and ensure that the Customer Parties strictly adhere to any and all passenger regulations, rules of conduct, and policies of the Operator that is providing the air transportation services. Customer understands and agrees that the Operator has absolute discretion in all matters regarding the air transportation services, including, without limitation, the preparation of the aircraft, the charter flight itself, the load carried and its distribution, the decision as to whether or not a service can be performed on the aircraft, what route will be flown, and all other matters relating to the operation of the aircraft, including which passengers may not travel (for example, due to disruptive behavior, failure to provide requested documentation and/or submit to reasonable pre-flight health checks, or the passenger’s health, physical or mental condition). Customer understands and agrees that the Operator shall have final and complete authority to cancel any charter flight for any reason or condition that in its sole and absolute judgment could compromise the safety of the air transportation services, and may take any other action that, in its opinion, is necessitated for health and safety reasons.

(b) The Operator shall have the right to refuse boarding to or may remove from an aircraft any person: (i) who appears to be intoxicated or under the influence of any illicit or controlled substance; (ii) who refuses to be subject to any reasonable checks of his or her person or baggage by the Operator or by government or airport authorities; (iii) whose condition or incapacity, in the sole judgment of the Operator, could involve hazard or risk to the safety and security of the person or others; (iv) who exhibits violent, aggressive, or otherwise inappropriate behavior towards other passengers or flight crew; (v) who fails to provide legally valid government issued identification; or (vi) who fails to comply with any applicable law, rule, regulation or flight crew instruction. Persons who are refused transportation or removed enroute during the charter flight under the provisions of this Section will be treated as a cancellation, and Customer’s obligation to pay the cancellation fees shall be pursuant to the terms of Section6 above.

(c) Customer shall indemnify and reimburse CAS for any and all costs and expenses incurred by CAS as a result of damage and excess wear and tear to the charter aircraft interior and/or exterior determined to be caused by the Customer Parties.

(d) Customer Parties may bring pet(s) on a charter flight only if (i) the pet and its details (i.e. name, species, weight, description) is listed on the signed CharterQuote covering the applicable flight; (ii) the Customer Parties adhere to any and all of the Operator’s pet regulations and any instructions provided by the flight crew regarding such care, custody and control of such pet(s); and (iii) if required by the Operator, the pet(s) remain in an FAA- approved carrier during the entirety of the charter flight. Customer shall be responsible for any and all damages, injuries or loss caused by the pet(s) of the Customer Parties. Customer is subject to additional fines and fees related to the transportation of a pet on the charter flight.

(e) In accordance with the United States Transportation Security Administration (“TSA”) regulations and other governmental regulations, the Customer Parties are required to comply with all TSA regulations and will be required to present valid identification prior to departure for all flights. For international flights, the Customer Parties must have a valid passport in their possession as well as any required visas or entry documentation. The Operator has the right to refuse boarding to any person without the required documentation or as a result of non-compliance with TSA or other government regulations without recourse or further obligation to the CustomerParties by the Operator or CAS.

10. Insurance.
CAS is an air charter broker and does not own, maintain, nor operate aircraft. CAS does not carry any aviation insurance nor does it carry any other insurance that extends or is intended to provide any coverage, protection or benefit to Customer before, during, or after any flight. Customer understands and agrees that it is the sole responsibility of the Operator to maintain aviation liability insurance coverage.

11. Limitation of Liability.
(a) Customer understands and agrees that (i) CAS shall not have nor assume any responsibility or liability to the Customer Parties for activities performed by any Operator; (ii) the Operator shall be solely responsible for all claims arising out of any and all occurrences, accidents or incidents that occur on or in connection with the aircraft operated by the Operator, including without limitation all personal injuries, property damage or wrongful death; and (iii) CAS is not responsible for any negligent act or omission by an Operator or its personnel, including, but not limited to, any personal injury, property damage, accident, delay, inconvenience, or change in itinerary that may occur.

(b) TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN ALL CASES AND UNDER ALL CIRCUMSTANCES, IN NO EVENT SHALL CAS BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL,INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, VALUE ,REVENUE, BUSINESS OPPORTUNITIES, PERSONAL INJURY OR PROPERTY DAMAGE AND THE LIKE, UNDER ANY CIRCUMSTANCES OR FOR ANY REASON, INCLUDING,WITHOUT LIMITATION, ANY DELAY OR FAILURE TO FURNISH ANY AIRCRAFT CAUSED OR OCCASIONED BY THE PERFORMANCE OR NON- PERFORMANCE OF ANY OBLIGATIONS OF OPERATOR (REGARDLESS OF THE FORM OF ACTION, WHETHER BASED IN CONTRACT OR TORT OR ANY OTHER LEGAL OR EQUITABLE THEORY), EVEN IF ANY SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITIES OF SUCH DAMAGES. CERTAIN STATES AND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, IN WHICH CASE SUCH DAMAGES SHALL BE SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 11(c) BELOW.

(c) THE MAXIMUM AGGREGATE LIABILITY OF CAS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON AN ACTION OR CLAIM IN CONTRACT, EQUITY, NEGLIGENCE, TORT, OR OTHERWISE, FOR ALL EVENTS, ACTS, OR OMISSIONS UNDER THIS AGREEMENT, SHALL NOT EXCEED ONE HUNDRED PERCENT (100%)OF THE FEES PAID TO CAS BY CUSTOMER UNDER THE SIGNED CHARTER QUOTE THAT COVERS THE SERVICES TO WHICH THE LIABILITY IS RELATED. BOTH PARTIES ACKNOWLEDGE THAT THE FEES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS AGREEMENT AND THAT THE PARTIES WOULD NOT ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONS ON THEIR LIABILITY.

12. Indemnification.
Customer agrees to indemnify, defend and hold harmless CAS, its parent company and affiliates, and each of their respective officers, directors, principals, employees, representatives, agents, and assigns (referred to collectively as "CAS Indemnitees") from and against any and all claims, actions, causes of action, damages, injuries, demands, losses, costs, expenses, liabilities (joint or several), penalties, fines, reasonable outside attorney's fees, direct damages, and any other expenses incurred by CAS Indemnitees arising out of or resulting from any third party claim with respect to (a) Customer’s breach of any of its representations, warranties, or obligations contained in this Agreement; or (b) the gross negligence or willful misconduct of the Customer Parties. Customer’s obligations under this Section shall survive the termination of this Agreement.

13. Survival.
Rights and obligations which by their nature should survive or which this Agreement expressly states will survive will remain in full force and effect following termination of this Agreement, including, but not limited to, Sections 4, 5, 6, 8, 9, 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, and 21.

14. Notice.
Any notice required under this Agreement shall be provided to the other Party in writing by hand delivery, courier service, by certified mail return receipt requested, or by electronic mail. All notices to Customer shall be sent to the address listed in the applicable Charter Quote. All notices to CAS shall be sent to, if by mail: 150 Interstate North Parkway, Atlanta, GA 30339, Attention: Legal Department; or if by email: CASLegal@customaviationsolutions.com.

Notice shall be deemed received when actually received by the recipient, in the case of personal delivery or overnight mail, or on the third (3rd) business day after deposit in the U.S. Mail, in the case of transmission by certified mail. Notices sent by email shall be effective on the date that the email is received; provided however that if the time of deemed receipt of any email notice is not before 5:30 p.m. local time on a business day then it is deemed to have been received at the commencement of business on the next business day.

15. Governing Law; Forum; Resolution of Disputes
(a) Regardless of the place of execution hereof, this Agreement, all amendments hereto, and any and all issues or controversies arising here from or related hereto, shall be governed by and construed exclusively in accordance with the laws and decisions of the State of Georgia.

(b) Subject to Subsections 15(c) and 15(d) of this Agreement, to the extent that any action relating to any claim or dispute hereunder is permitted to be brought in a court of law, the U.S. DistrictCourt for the Northern District of Georgia, the Superior Court of Cobb County, the State Court of Cobb County, or any other forum in Cobb County shall have personal jurisdiction over the Parties and such courts shall be the exclusive venue with respect to any claims or disputes related to this Agreement.

(c) The Parties agree that prior to any action or dispute being brought in a court of law or equity, it shall be mandatory for the Parties to participate in good faith mediation to resolve the dispute. Either Party may initiate mediation through a written notice to the other Party. The Parties shall have thirty (30) days from the date the notice of request for mediation is received to engage in a good faith mediation as prescribed herein by and through a mutually agreed-upon mediator. Such mediation will be non-binding on the Parties; however, a good faith attempt at mediation is a condition precedent to continuing with dispute resolution under applicable terms of the Agreement.

(d) Should a good faith mediation described in Section 15(c) fail, then the action or dispute shall be submitted to binding arbitration by a single arbitrator selected pursuant to the Commercial Arbitration Rules of the American Arbitration Association. A Party may demand such arbitration in accordance with the procedures set out in those rules. No depositions or discovery shall be permitted or required by the Arbitrator. The Arbitration shall take place in Cobb County, Georgia. The Parties shall each be responsible for their own fees and costs. The decision by the Arbitrator shall be final and shall be enforceable by any court and/or judicial body.

16. Signatures.
Any documents to be delivered in connection herewith and therewith may be electronically signed, that any digital or electronic signatures (including pdf, facsimile or electronically imaged signatures provided by any digital signature provider) appearing on such documents are the same as handwritten signatures for the purposes of validity, enforceability and admissibility, and that delivery of any such electronic signature to, or a signed copy of, such documents may be made by facsimile, email or other electronic transmission.

17. Merger.
This Agreement, which includes Customer’s signed Charter Quote(s) that are received by CAS, constitutes the entire agreement with respect to the subject matter contained herein and supersedes all previous communications and agreements between the Parties pertaining to the subject matter hereof, whether written or oral. Except as otherwise permitted in Section 2 above, the terms of this Agreement may not be modified, waived, amended, discharged, terminated, or supplemented, or otherwise changed, except by a written document executed by an authorized representative of each Party.

18. Assignment.
CAS may assign this Agreement and/or any or all of its rights and obligations hereunder: (a) in connection with any change of control of CAS (e.g., merger, exchange of equity interests, corporate restructuring, etc.) or sale of substantially all of the assets of CAS to which this Agreement relates, or (b) to any entity controlling, controlled by or under common control with CAS. This Agreement (and any rights or obligations contained herein) shall otherwise not be assignable, without the prior written consent of the other party.

19. Severability.
If any provision of this Agreement, as applied to either Party or to any circumstance, shall be adjudged by a court of competent jurisdiction to be void or unenforceable, whether at law or in equity, then such determination shall in no way affect any other provision of this Agreement, or the validity or enforceability of this Agreement. Any provision of this Agreement which is determined by competent authority to be prohibited or unenforceable will, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions. To the extent permitted by applicable law, the Parties hereby waive any provision of law which renders any provision hereof prohibited or unenforceable.

20. No Waiver.
A waiver by either Party of any of the terms or conditions of this Agreement in any instance shall not be deemed or construed to be a waiver of such term or condition for the future, or of any subsequent breach thereof, or any other term or condition of this Agreement. All remedies, rights, undertakings, obligations, and agreements contained in this Agreement shall be cumulative and none of them shall be in limitation of any other remedy, right, undertaking, obligation or agreement of either Party.

21. Captions.
Section headings used in this Agreement are for convenience of reference only and shall not in any way affect the interpretation of any section of this Agreement or of the Agreement itself.