Provider Agreement

About this agreement

This Provider Agreement (the “Agreement”) is between ELP Ventures IV LLC, a Delaware limited liability company trading as Melion (“Melion”), and the business that accepts it (“Provider”). It governs how Melion lists and reserves empty-leg flights that Provider publishes, and how Melion pays Provider for them. Version 2026-11-03.

The Agreement has two parts: these General Terms (sections 01 to 16) and the Schedule that applies to Provider. Schedule A applies to brokers, meaning Provider sells flights that other carriers operate. Schedule B applies to marketplaces and aggregators, meaning Provider publishes flights that other sellers post or feed to it. A Provider that is both applies each Schedule to the flights that fit it. A carrier that sells only its own flights is not covered by this Agreement and uses the operator process instead.

The Agreement binds Provider when an authorized person accepts it as described in section 14 (the “Effective Date”). Until then it has no effect and Melion sends no reservation requests.

How a reservation works

“Listing” means an empty-leg flight that Provider publishes on its website or feed. Provider authorizes Melion to show a Listing’s route, date window, aircraft type and price information to Melion members and visitors, and to link to its source.

A “Reservation Request” is sent when a Melion member asks to reserve a Listing and authorizes a card payment. Melion e-mails the request to Provider’s designated address with a link to accept or decline. The request names the flight, the date window, the number of passengers and the Provider Price. It does not contain the member’s personal data.

Provider must accept or decline within the response window stated in the request. No answer is a decline, and Melion releases the member’s payment authorization. By accepting, Provider commits that the flight is available at the Provider Price, that it will be operated for the member within the Listing’s route and date window, and gives its booking reference and the confirmed departure time in UTC. Provider will not confirm the same flight to anyone else while a Reservation Request is pending, or after accepting.

After acceptance Melion captures the member’s payment and, before departure, sends the passenger details the flight needs (names and travel-document data) through its secure handoff. Provider will ask for nothing beyond what the law and the operating carrier’s published requirements demand. A flight accepted in this way is a “Confirmed Reservation”.

Price and payment

The “Provider Price” is the price for the whole aircraft shown in the Listing when the Reservation Request is sent. It is all-in: it includes the operating carrier’s charges, crew, fuel, landing, handling, airport and navigation fees, and every tax and fee Provider or the operating carrier must collect, including United States federal excise tax and Canadian GST or HST where they apply, unless the Listing states before acceptance that a named item is extra.

Melion sets its own resale price and need not disclose it. Provider has no claim to any difference between the Provider Price and what the member pays, and no commission or fee is payable by Melion beyond the Provider Price.

Melion pays the Provider Price for each Confirmed Reservation in US dollars, by wire, bank transfer or card at Melion’s choice, to the account Provider gives Melion. Payment is made within two business days after the later of Melion’s receipt of the member’s payment and Provider’s delivery of its booking reference, and in every case before the scheduled departure. Provider’s acceptance record serves as the invoice unless Provider needs another form, which it will supply on request.

Provider must not charge Melion or the member anything beyond the Provider Price unless the Listing stated the extra charge before acceptance. Extra costs caused by a change the member asks for need Melion’s written approval first. Melion pays undisputed amounts when due and the parties resolve disputed amounts in good faith within 15 days. Each party bears its own taxes on its own income.

Cancellations, changes and refunds

If Provider or the operating carrier cancels a Confirmed Reservation, or materially changes its route, date or aircraft category, Provider will tell Melion within one hour of knowing. Melion may then cancel and refund the member. Provider will return any amount Melion already paid within three business days and will reimburse Melion’s reasonable, documented costs of refunding or re-accommodating the member.

Provider’s published cancellation terms apply to cancellations and changes the member asks for, and Provider will give those terms to Melion on request before acceptance so Melion can show them to the member. If Provider has not disclosed cancellation terms, a cancellation by the member more than 72 hours before departure is refunded in full and any other member cancellation is handled as the parties agree in good faith.

If a flight cannot operate for weather, safety or airworthiness reasons, Provider refunds Melion in full unless the flight is flown. Provider will not substitute the operating carrier or an aircraft of a different category without Melion’s prior consent. If it does, Melion may cancel and receive a full refund.

What Provider promises

Provider is duly organized and has authority to enter this Agreement, and the person who accepts it has authority to bind Provider.

Every flight is operated by an air carrier (the “Operating Carrier”) that holds the certificates, operating authority and insurance the law requires for that flight and that has operational control of it. Provider will name the Operating Carrier, with its certificate type and number, whenever Melion asks and in any event before departure.

Each Listing is accurate and current as to route, dates, aircraft, availability and price. Provider will correct or withdraw a Listing promptly when it changes or is sold.

Provider complies with the laws that apply to it and to the flights it sells, including aviation, consumer protection, advertising, sanctions, anti-bribery and privacy law, and, where they apply, 14 CFR Part 295 in the United States and the requirements of Transport Canada and the Canadian Transportation Agency in Canada.

The Operating Carrier maintains liability insurance that meets at least the regulatory minimum for the aircraft and operation. Provider will give Melion a certificate of insurance on reasonable request.

Provider and its owners are not subject to sanctions, and Provider will not sell a flight that would breach sanctions or export controls. Provider will cooperate promptly with any safety or regulatory inquiry about a Confirmed Reservation.

Operational control and safety

Melion is not an air carrier. It does not own or operate aircraft and does not exercise operational control. The Operating Carrier and its pilot in command alone decide whether a flight operates and how, and nothing in this Agreement limits that authority or responsibility. Provider will not describe Melion as the carrier, and Melion will identify the Operating Carrier to the member as the carrier before the member commits.

Member information and privacy

Provider uses the member and passenger information it receives only to operate the flight and to meet legal duties. It keeps the information secure, discloses it only to the Operating Carrier and to authorities that require it, does not sell it, and does not use it for marketing. Provider tells Melion within 72 hours of learning of any unauthorized access to it, and deletes or returns it when it is no longer needed. Each party complies with the privacy laws that apply to it, including PIPEDA, the GDPR and US state privacy laws where relevant.

Listings, links and marks

Provider authorizes Melion to read, copy and display its public Listings, subject to the access rules Provider publishes for its site, to link to the source, and to name Provider and the Operating Carrier in member documents. Provider may withdraw a Listing at any time by e-mail to support@melionair.com. Melion will stop showing it within 24 hours. Requests already pending or accepted are not affected. Neither party may use the other’s trademarks beyond this section, and neither implies endorsement by the other.

Confidentiality and fair dealing

Each party keeps the other’s non-public information confidential, including Melion’s resale prices and the identity of members, and uses it only for this Agreement. This does not cover information that is public, already known, independently developed or that the law requires a party to disclose.

Provider will not use member information it learns through Melion to sell that member the same flight directly, or to solicit members for 12 months after a Confirmed Reservation Melion originated. Provider may answer an inquiry a member starts independently.

Responsibility

Provider will defend and indemnify Melion and its affiliates, officers, employees and members against third-party claims, losses and reasonable costs arising from the operation of any flight, the acts or omissions of the Operating Carrier, inaccurate Listings, Provider’s breach of this Agreement or of law, and bodily injury, death, property damage or loss of baggage connected with a flight. Melion will defend and indemnify Provider against third-party claims that material Melion supplied to Provider infringes a right, and claims arising from Melion’s breach of section 7. The indemnified party gives prompt notice, reasonable cooperation and control of the defence, and no settlement admits fault for the other party without consent.

Neither party is liable to the other for indirect, special or consequential loss or lost profit, except for indemnities, breach of confidentiality or privacy, fraud and wilful misconduct. Melion’s total liability to Provider under this Agreement is limited to the Provider Price payable for the Confirmed Reservation that gave rise to the claim. This section does not limit Provider’s duty to refund amounts under section 4 or to maintain the insurance in section 5.

Term, suspension and ending

The Agreement starts on the Effective Date and continues until ended. Either party may end it on 30 days’ written notice, and e-mail is enough. Melion may suspend reservation requests or end the Agreement immediately for a safety or legal concern, fraud, a material misstatement, or repeated failure to respond or perform. Provider may end it immediately if Melion fails to pay an undisputed amount within 10 days after written notice. Confirmed Reservations are completed. Sections 3, 4, 7, 9, 10, 15 and 16 survive.

Changes to this agreement

Melion may publish a new version at melionair.com/provider-agreement and tell Provider by e-mail at least 30 days before it applies. Reservation Requests sent after that date are governed by the new version unless Provider ends the Agreement first. Requests already pending or accepted stay under the version in force when they were sent. Earlier versions are available on request.

Notices

Notices to Melion go to support@melionair.com with the subject “Provider Agreement”, with a copy by post to ELP Ventures IV LLC, 40 West 57th Street, 16th Floor, New York, NY 10019, United States. Notices to Provider go to the e-mail address that received the offer or the address Provider later designates by notice. A notice takes effect when sent. Operational messages, including Reservation Requests, are given through the links Melion sends.

Electronic acceptance

Provider accepts this Agreement by having an authorized person use the personal link Melion e-mailed to Provider’s published contact address, enter a name and title, confirm authority and select accept. Melion records the time, the version, the person’s name and title, their IP address and the e-mail address that received the offer. This is an electronic signature under the United States ESIGN Act, UETA and equivalent laws, including Canada’s electronic commerce statutes. The person who accepts warrants that they have authority to bind Provider. Provider may decline through the decline link, and Melion then writes no further about the offer.

Governing law and disputes

New York law governs this Agreement, without regard to conflict-of-law rules. The state and federal courts located in New York County, New York, have exclusive jurisdiction, and each party submits to them and waives any objection to that venue. Each party waives trial by jury to the extent the law allows. Either party may ask any competent court for an injunction to protect confidential information or marks.

General

This is the entire agreement about its subject and replaces earlier offers. The parties are independent contractors, and nothing creates a partnership, agency or employment. Neither party is exclusive. Melion may assign this Agreement to an affiliate or a successor to its business, and Provider needs Melion’s consent to assign it. If a term is unenforceable the rest continues. A failure to enforce a term is not a waiver. Neither party is liable for delay caused by events beyond its reasonable control, but this never excuses a refund owed under section 4. There are no third-party beneficiaries. Headings are for convenience, and the English text prevails over any translation.

Schedule A · Brokers

This Schedule applies to flights that Provider sells and another carrier operates.

Operating Carrier. Before acceptance, or within 12 hours after it and in any event before Melion releases passenger details, Provider gives Melion the Operating Carrier’s legal name, certificate type and number, country, and the aircraft type and registration when known. If Provider does not, Melion may cancel and receive a full refund.

Authority. Provider holds written authority from the Operating Carrier, or its authorized agent, to offer the Listing and to commit the flight at the Provider Price, and will give Melion a copy within 24 hours of a request.

Disclosures. Provider gives Melion the information it needs for its own broker disclosures under 14 CFR Part 295 and the equivalent Canadian rules: the Operating Carrier, Provider’s own role and compensation arrangement in general terms, and the insurance that covers the flight.

Responsibility. Provider is responsible to Melion for the Operating Carrier’s performance of sections 3, 4 and 10 as if the performance were Provider’s own. The Provider Price already includes any commission Provider receives from the carrier, and nothing further will be billed.

Schedule B · Marketplaces and aggregators

This Schedule applies to Listings that other sellers post to, or feed into, Provider’s marketplace or aggregator.

Confirmation before acceptance. Provider accepts a Reservation Request only after the seller has confirmed availability and price, or when Provider holds standing authority to commit the flight. If Provider cannot confirm within the response window it declines. A Listing marked “inquire” or shown without a price cannot be reserved.

Seller and carrier. Provider keeps the seller’s identity and the Operating Carrier’s details with each Listing and gives them to Melion as Schedule A requires of a broker, including before Melion releases passenger details.

Flow-down. Provider has agreements with its sellers that allow it to commit their flights and bind them to sections 3, 4, 5, 6 and 10, and it will enforce them. Provider is responsible to Melion for a seller’s and the Operating Carrier’s performance as if the performance were Provider’s own.

Listing quality. Provider removes a Listing within 24 hours after the flight is sold, expires or is withdrawn, and keeps a monitored contact for operational issues during the flight window. If Provider offers a data feed or API, Melion may use it on these terms at no charge.

Fees and payment. Provider’s own fees come out of the Provider Price. Provider may instruct Melion to pay the seller directly, and Melion’s payment to the seller then discharges Melion’s obligation to Provider.