SMILES PROGRAM RULES

1. General Terms

1.1. Program participation can be granted to any individual person, without restrictions to age.  Accounts under the names of minors will be the responsibilities of the appointed legal representatives, according to each country’s legal criteria.

1.2. Enrollments into the Smiles Program are free of charge and can be made through the Smiles website: www.smiles.com.br, the Smiles Service Center and the application Form. Upon enrollment, members will receive a Smiles Program identification number.

1.3. Upon applying to the Program, members acknowledge these Terms and its attachments, which are registered under the number 1599505 at the 6th Registry of Deeds and Documents of the city of São Paulo.

1.4. The moment the Member uses his Smiles number to earn miles through the acquisition of products and services belonging to VRG Linhas Aéreas, identified with the GOL or VARIG brand, as well as other Smiles Program airline and non-airline partners, he shall confirm his membership in the Smiles Program and the respective acceptance of all rules contained in this Regulation and its annexes.

1.5. Mileage accrual on member’s Smiles account will be permitted only after enrollment into the Program.

1.6. Mileage accrual from flights operated by VRG Linhas Aéreas, under the GOL brand name is effective as of October 16th 2008.  Only flights made after this date will be eligible for mileage credit on member’s Smiles account.

1.7. Your Smiles number is personal, nontransferable and it is the property of the Smiles Program. The Member shall present the Smiles number whenever requested by VRG Linhas Aéreas, whether on flights identified with the GOL or VARIG brand, or on flights with Partner airlines, and when using the services or acquiring products with non-airline partners.

1.8. The Smiles account password is individual and its utilization is the Member’s entire responsibility.  For safety reasons, it shall not be disclosed to others, and members will be liable for the account’s misuse or use by an unauthorized person.

1.9. The accrued miles on members’ accounts may be redeemed as airline tickets on VRG Linhas Aéreas flights operated by VARIG or GOL and other Smiles Program partner airlines.

1.10. Smiles accounts’ credits, awards, Smiles card and the miles are property of the Smiles Program and can only be used in accordance to these Terms.

1.11. In the event the Member passes away, the respective account shall be closed and the miles cancelled. The improper use of miles belonging to a deceased Member shall subject the infractor to all applicable legal measures.

1.12. Members are forbidden to commercialize Smiles Program miles or awards in any way, being subject to the appropriate legal actions.

1.13. In the event of non compliance to these Terms, Smiles reserves the right to suspend or cancel temporarily or definitely the respective account and may also no longer accept Member’s use of any award and benefits offered by the Program.  If Smiles Awards should be issued through wrongfully credited miles, not in compliance with these Terms, member shall reimburse the Smiles Program.

1.14. Smiles reserves the right to set out eventual promotions and benefits, for an indeterminate period of time, and may cancel or alter such promotions or benefits at any time without prior notice.

1.15. VRG Linhas Aéreas reserves the right to suspend or cancel the Smiles Program at any time or change any of the Terms without prior notice. Members may cancel participation in the Program at any time, upon written notification.

1.16. Members acknowledge and agree that the Smiles Program may, at their own discretion, offer Members products and services of their own or in Partnerships, under special conditions.

1.17. The Smiles Program will not be held liable for services or products offered by airline or non airline partners, and members shall negotiate directly with the referred Partners.

1.18. For situations not mentioned in the Terms members shall deal directly with the Smiles Program Administration.

2. Smiles Account

2.1. Each member is entitled to a single account. In the event of duplicity, one of the accounts shall be cancelled and the respective balance in miles shall be transferred to the account that remains active. Any eventual registration bonuses, additional bonuses earned due to card level or bonuses stemming from promotions shall be credited only once on the account that remains active.

2.2. Smiles makes available information on all Smiles account transactions through the website www.smiles.com.br and the Smiles Service Center, and may, at their own discretion, use other means to disclose such information.

2.3. To have access to information on account transactions or to request award redemption, Smiles members must be positively identified. Identification will be made through electronic validation of the Smiles number and password or some other procedure on the website, Smiles Service Center or at VRG Linhas Aéreas stores operated by GOL or VARIG.  At stores where electronic validation for Smiles numbers and passwords are not available, Member shall provide an Identification document.  The Smiles program reserves the right to apply redemption fees through one or more channels.

2.4. Members shall inform the smiles Service Center of any registration information changes, such as address, phone number, ID, email address and is totally responsible for all provided information. Smiles may request any proof of identification for any registration information changes when necessary.

2.5. The Smiles Program will not be held liable for any loss or delay in communication to Members that arise from third party faults.

2.6. Transfer or combination of miles from different Member accounts will not be permitted under any circumstance. Credited miles from other programs may not be accepted or transferred to Smiles accounts and vice versa, unless otherwise specified in a specific agreement.

3. Mileage/Flights Accrual

3.1. Mileage Accrual

3.1.1. We will consider a mile (1,609 meters) as the basic unit.  The total credits per flight taken by Smiles Member will be equal to the number of miles actually flown between origin and destination (connections not considered), according to distances adopted by IATA (International Air Transport Association), or to the minimum/maximum number of miles established by the Program or its Partners, and Members shall verify through the website (www.smiles.com) or the Smiles Service Center the minimum/maximum number of miles to be credited per trip.

3.1.2. In the event of involuntary re-accommodation (flight delays or cancellations where passengers need to be involuntarily accommodated onto other flights) on VRG Linhas Aéreas flights operated by GOL or VARIG, miles will be credited according to the original flight.

3.1.3. Members holding airline tickets from other non partner airlines, who are re-accommodated onto other flights operated by GOL or VARIG will not be eligible for mileage accrual.

3.1.4. Members with tickets issued by other airlines for flights by VRG Linhas Aéreas, identified with the GOL or VARIG brands, as well as for Smiles Program partner airlines, at tariffs valid for earning miles, shall have the right to such in the Smiles Program. For these miles to be credited, the Member must make the request through the Smiles site (www.smiles.com.br) or through the Smiles Customer Service Center. The credit may only be effectively entered upon receipt of probative documentation (proof of purchase and / or electronic ticket).

3.1.5. There are three types of miles:

- Club Miles: miles earned based on the effectively flown distance and/or the equivalent value according to the terms of the tariff purchased by member on VRG Linhas Aéreas flights operated by GOL or VARIG and Partners, subject to specific agreements between the Smiles Program and Partners;

- Bonus Miles: miles earned through promotions, mileage accrual from different flight class or card category;

- Partner Miles: miles earned from utilization of services and products purchased from airline or non airline Partners, subject to specific agreements between VRG Linhas Aéreas and Partner airline. All types of miles will be credited to Member’s account, so that he or she may exchange the miles for awards, but only Club Miles will be considered for Smiles card category classification – Silver/Gold/Diamond.

- Miles flown on airline and non airline Partners may be considered Club or Partner miles according to specific agreement between VRG Linhas Aéreas and Partner, and Smiles Members shall verify eligibility of Club Miles through the website (www.smiles.com.br) or the Service Center.

3.1.6. Miles from flight credits, services or products purchased from Smiles Program Partners will be credited only once, be it on a Smiles account or on other Partner programs. Eventual bonuses from application or promotions will be credited at once.

3.1.7. Miles earned by Smiles members may not be added to miles earned on other programs from airline or non airline partners under any circumstance, unless a specific agreement  has been made and disclosed by Smiles.  The combination of miles from more than one member account for awards redemption will not be permitted either.

3.1.8. Miles may be earned on VRG Linhas Aéreas S/A flights operated by GOL or VARIG and on other flights that have a partnership agreement with the Smiles Program, in addition to accommodation expenses, car rentals and any other services purchased from airline and non airline Partners. Miles can also be earned through bonuses, promotions or special deals.  Miles can only be credited to accounts of members who have effectively used the services.

3.1.9. Miles earned on the Smiles Program from purchases of Partner services may not, under any circumstance, be transferred to Partner.

3.1.10. The following are not valid for mileage accrual: all types of Smiles awards, complimentary tickets given out by VRG Linhas Aéreas on flights operated by GOL or VARIG and by other airlines, discount tickets (ID,AD, CD – Industrial, Agent and Commercial Discount), TC tickets (Tour Conductor), domestic and international charter flights, DG tickets (Air force free pass), infant tariff tickets, promotional tickets subject to specific tariff conditions and extra seat tickets. Excess baggage and cargo transport will not be valid for mileage credits, either.

3.1.11. VRG Linhas Aéreas and Partners airlines reserve the right to determine which flights, classes and tariffs are eligible for mileage credits.  For flight, class and tariff information, Member shall contact the Smiles Service Center directly.

3.1.12. Children up to 12 (twelve) years old (to be completed) earn miles on the Smiles Program according to these Terms, even when traveling on a reduced tariff in effect for the age range.  Children up to 2 (two) years old (to be completed - infant) who board as “infant in arms” will not accrue miles on the Smiles Program.

3.1.13. Members who fly until April 7th 2009 on VRG Linhas Aéreas flights operated by GOL or VARIG, with published tariff tickets in Economy class will be credited the equivalent to the effectively flown distance.  For published tariff tickets or upgrades in Comfort class, the bonus will 25% (twenty five per cent) of the effectively flown distance.

3.1.14. Members who fly as of April 8th 2009 on VRG Linhas Aéreas flights operated by GOL or VARIG, will be credit the equivalent to the Tariff Family¹ of the purchased ticket.  For tickets in the Comfort and Free tariff Families, mileage credit will be 150% (one hundred and fifty per cent) of the distance between origin and destination.  For tickets within the FLEX tariff Family, mileage credit will be 125% (one hundred and twenty five per cent)of the distance between origin and destination.  For tickets within the PROGRAMMED tariff family, mileage credit will be 100% of distance between origin and destination.  For tickets within the PROMOTIONAL tariff Family, mileage credit will be 30% of the distance between origin and destination.

Tariff Family¹: As of April 8th 2008 VRG Linhas Aéreas began offering 5 (five) kinds of tariffs: Comfort, Free, Flex, Programmed and Promotional.

3.1.15. Credits from other airline Partners will be made according to the Terms set out between the Smiles Program and Partner.

3.1.16. Miles will be credit  to Smiles accounts only after the actual flight or after use and payment of non airline Partner services.  The Smiles Program reserves the right to reverse mileage credit, in case a ticket is not paid in full.

3.1.17. When there is an involuntary upgrade (change to an immediately superior class), passengers will receive mileage credit according to the class that was actually paid for. In case there is an involuntary downgrade (change to an immediately inferior class), passengers will receive mileage credit according to the effectively flown class, for he or she will be reimbursed for the difference in tariff prices.

3.1.18. Members must provide the Smiles number upon booking and check in (check in counter) or directly to non airline Partners when purchasing products or services in order to have miles credited to his or her account.

3.1.19. In the event that miles from use of  VRG Linhas Aéreas  flights operated by GOL or VARIG are not credited to an account, members may claim such miles within a 6 (six) month period as of the flight date. In reference to mileage credit from non airline Partners, retroactive credit may be claimed, up to 6 (six) months after the payment date of such product or service.

3.1.20. The Member is responsible for saving the original documents of all flights (boarding pass, proof of purchase and / or electronic ticket) and of the products and services contracted with Smiles’ non-airline Partners (invoice, service contract, receipt or document that proves the purchase of the product or service). When requesting retroactive credits, it may be necessary to prove the use or purchase of services or products by sending a legible copy or the original of these documents according to the situation.

3.1.21. Smiles reserves the right to reverse mileage credit from a Member’s account shall any invalid flight, class, tariff, product or service be wrongfully credited or earned through illegal means.

3.2. Flights Accrual

3.2.1. The  number of actual flights of a Member will solely render the card category classification, according to item 5, and there will be no award for this type of accrual.  Tickets with tariffs described in items 3.1.7 and 3.1.8 will not be valid for credit.

4. Validity of Miles

4.1. Miles will always expire in the month of Member’s enrollment into the Smiles Program as of January 1st 2006.

4.2. Miles on a member’s account will be valid for 3 (three) full years as of the accrual month and will expire in the month corresponding to the enrollment into the Smiles Program.

4.3. Miles which expire on the last day of the month corresponding to Member’s enrollment will be automatically cancelled from the Smiles account.

5. Cards

5.1 There are 4 (four) Smiles Card categories: Blue, Silver, Gold and Diamond.

5.1.1. Member will be considered to be in the Blue category when accruing up to 19,999(nineteen thousand nine hundred and ninety nine) effectively flown miles or 24 (twenty four) routes during  12 consecutive months (except for current month).

5.1.2. Member will be considered to be in the Silver category when accruing between 20,000 (twenty thousand) and 49,999 (fourty nine thousand nine hundred and ninety nine) effectively flown miles or between 25 (twenty five) and 59 (fifty nine)  routes during  12 consecutive months (except for current month).

5.1.3. Member will be considered to be in the Gold category when accruing between 50,000 (fifty thousand) and 49,999 (ninety nine thousand nine hundred and ninety nine) effectively flown miles or between 25 (twenty five) and 59 (fifty nine)  routes during  12 consecutive months (except for current month).

5.1.4. Member will be considered to be in the Diamond category when accruing 100,000 (one hundred thousand) or more effectively flown miles or 100  routes or more during  12 consecutive months (except for current month).

6. Awards

6.1. These Terms hold the general rules for the program and specific rules for each award.  The rules and specific charts for each award are presented in the attachments to these Terms and will be replaced as the respective awards suffer any changes and/or are cancelled.

6.2. Smiles awards are: Smiles tickets, Smiles Any Day Tickets, Promotional Smiles Tickets, Smiles & Money Tickets, One Way Smiles tickets from Partner Airlines, Round Trip Smiles tickets from Partner Airlines and products or services from non airline Partners.

6.3. Smiles reserves the right to suspend award issuance in the face of irregularities perpetrated by a member and may deny issue of such award.

6.4. Members shall proceed according to item 6.4.1 and 6.4.2 of these Terms in order to request Smiles awards redemption.

6.4.1. Smiles award redemption may be requested free of charge through the Smiles website (www.smiles.com.br). Positive identification of member must be provided through electronic validation of Smiles number and password.

6.4.2. Smiles award redemption may also be requested via our Smiles Service  Center or in person at VRG Linhas Aéreas stores operated by GOL or VARIG, where fees (convenience, urgent and post costs at the time) may apply and should follow safety procedures described in item 2.3 of these Terms.  Smiles Service Center may provide fee value information.

6.4.3. The Member is responsible for accompanying the actual redemption of the requested Smiles award. For such, the Smiles Program permits consultation of the account balance through the Smiles site or through the Smiles Customer Service Center, following the security items described in item 2.3 of this Regulation. In the event redemption of the award is not carried out, the Member may demand redemption within the miles validity period or by the boarding date.

6.4.4. The Smiles Program reserves the right to determine, without prior notice, which channels will be available redemption of each type of award. Information on channels available for Smiles award redemption may be gathered from the Smiles website (www.smiles.com.br) or through the Smiles Service Center.

6.5. Smiles reserves the right to stipulate on which flights and classes the awards may be used. In order to issue the award, it is necessary to confirm the reservation for the entire itinerary in a specific reservation class for Smiles.

6.6. Smiles Awards

6.6.1. Smiles Awards are non transferable and non endorsable, and may be redeemed in exchange for accrued miles in the Smiles Program, according to these Terms.  Miles must be valid at the time of redemption.

6.6.2. The awards may be redeemed in the name of the Member or of third parties indicated by the Member up to 3 (three) hours before the trip and they may not be issued for an extra seat, for transporting animals, transporting cargo, excess baggage or any other special service that has not been mentioned.

6.6.2.1. The Program reserves the right to limit the number of beneficiaries per account and to determine that these beneficiaries be Members of the Smiles Program, without prior notice, as well as to determine the channels available for including these beneficiaries, which may be subject to payment of fees. Information on periods for inclusion, changing beneficiaries and fees may be found on the Smiles site.

6.6.2.1.1. A beneficiary of a Smiles Member shall be considered the person indicated by the Member to use the Smiles Awards redeemed with miles from the member's Smiles account.

6.6.3.1. Smiles Tickets are: one way tickets on VRG Linhas Aéreas flights operated by GOL or VARIG. (Attachment I)

6.6.3.2. Any Day Smiles Tickets are: one way tickets on VRG Linhas Aéreas flights operated by GOL or VARIG, offered without seat limitations and which require more miles. (Attachment I)

6.6.3.3. Smiles & Money Tickets are: one way tickets on VRG Linhas Aéreas flights operated by GOL or VARIG, using a reduced number of miles and combined to the purchase of a promotional tariff by member. Subject to special conditions according to route, number of miles, tariff and validity established by the Smiles program.

6.6.3.4. Promotional Smiles Tickets are: promotional tickets, subject to special conditions applied to routes on VRG Linhas Aéreas flights operated by GOL or VARIG, as well as the number of miles and validity established by the Smiles program.

6.6.3.5. One Way Smiles Tickets from Partner Airlines are: one way tickets on flights operated by Partner Airlines. (Attachment II).

6.6.3.6. Round Trip Smiles Tickets from Partner Airlines are: round trip tickets on flights operated by Partner Airlines. (Attachment II)

6.6.4. Members flying with Smiles Tickets, Any Day Smiles Tickets, Promotional Smiles Tickets and One Way Smiles Tickets from Partner Airlines on routes where round trip tickets are compulsory, will be responsible for purchasing the remaining route to comply with such demand.

6.6.5. Award Tables: the Award Tables show the conditions and different observations. These tables are available at (www.smiles.com.br) or at Smiles Customer Service and they are registered as an annex to this instrument at the 6th Registry of Deeds and Documents in the City of São Paulo.

6.6. Members flying on Smiles awards will be responsible for paying all specific airport and government fess and taxes for each country in the award itinerary. Payment terms for fees and taxes will be defined according to VRG Linhas Aéreas’ current  policy at the time of award issue.

6.6.7. All smiles Awards are valid for 1 (one) year as of the issue date, and extension of original validity or mileage reinstatement will not be granted. Validity for Promotional Smiles awards will always be defined by promotion rules/conditions.

6.6.8. Hour, date and itinerary changes are permitted within the validity of the ticket and with payment of an administrative fee (see item 7) and according to the rules in effect in Annexes I and II of this Regulation. The Member shall request the change exclusively through the Smiles site (www.smiles.com.br), Smiles Customer Service Center and VRG Linhas Aéreas stores identified with the GOL or VARIG brands, at least 6 (six) hours before the trip, and the new reservation must be confirmed for the new date, flight or itinerary. Changes in boarding times shall not be possible if the new reservation has not been confirmed in a specific class for Smiles. Information concerning the appropriate channels to contact for such requests are available on the Smiles site or Smiles Customer Service Center.

6.6.9. Refund is permitted only for Smiles awards that remain unused within the validity period (see item 6.6.7) upon payment of an administrative fee (see item 7) and in accordance to these Terms’ Attachments I and II.

6.6.10. Reservations and issuances of Smiles Awards must only be carried out directly with VRG Linhas Aéreas through the Smiles site (www.smiles.com.br), Smiles Customer Service Centers, stores identified with the GOL or VARIG brands or only through one of these channels indicated by the Smiles Program, and may be subject to payment of fees (convenience, urgency and postage at current values). For such, the Member must be positively identified (see item 2.3) and also have a sufficient balance in miles to issue the award the question. Tickets may not be reserved or issued using any other means.

6.6.11. When the Member makes a reservation for any type of Smiles Award, he must inform the attendant that payment will be made using Smiles miles. Otherwise, the reservation will be cancelled. Reservations made through Smiles Miles may also be subject to a deadline to be issued, which will be informed when making the reservation.

6.6.12. Reservations are subject to seat availability. When making a reservation for a Smiles Award, the Member may notice that although the flights are not completely booked or although the offered product is available, the award may not be available. VRG Linhas Aéreas and its Partner Airlines and Non-Airline Partners reserve the right to limit the number of seats, services or products made available for Smiles, at their own exclusive criteria.

6.6.13. The Smiles Program reserves the right to stipulate a minimum advance period for a Smiles Award issue.

6.6.14. When using Smiles Award on VRG Linhas Aéreas flights operated by GOL or VARIG , members accompanied by a child up to 2 (two) years old (to be completed – infant) shall board with the child in the condition of an “in arms” passenger, because according to VRG Linhas Aéreas policy there is no applicable tariff for this age group.  In case Partner airlines are involved, their own Terms should be respected.

6.6.15. When a Smiles Member is traveling with some Smiles Award and is accompanied by a child between the ages of 2 (two) and 12 (twelve) (incomplete), he may:

- Issue a ticket at the available rate, according to VRG Linhas Aereas rate policy for children 2 to 12 years of age and in the same class of service corresponding to his / her guardian. In case airline partners are involved, the applicable rules of such companies shall be respected; or

- Issue a Smiles Award for the child with the same amount of miles used for an adult, in the class of service corresponding to the guardian’s.

7. Administrative fees shall be charged for changes in time, date, itinerary and reimbursements of Smiles Awards, applying the table in effect at the time. For the Smiles Member to be appropriately informed, the referred to table shall always be available when the purchase is made through the Smiles site (www.smiles.com.br) or Smiles Customer Service Center. Smiles Customer Service Center phone numbers are available on the Smiles site.

8. Requests for tickets when there are fewer than 10 days before the miles expire may subject the tickets to urgency fees according to the table in effect at the time, and which is available on the Smiles site or through the Smiles Customer Service Center. Smiles Customer Service Center phone numbers are available on the Smiles site.

9. With the objective of covering expenses to issue and post Smiles Awards, fees may be charged to issue the referred to awards according to the table in effect at the time and available on the Smiles site or through the Smiles Customer Service Center. Smiles Customer Service Center phone numbers are available on the Smiles site.

10. The Member is responsible for accompanying the putting into effect of any type of request for changes in time, date, itinerary or reimbursement of miles. In the event the request is not carried out, the Member may claim it within a 6 (six) month period counted from the request date, respecting the validity of the miles. Furthermore, in situations involving changes in time, date and itinerary, these changes must take place at least 3 (three) hours before the Smiles Award travel date, when involving flights by VRG Linhas Aéreas, operated by the GOL or VARIG brands, and at least 6 (six) hours before the Smiles Award travel date when involving flights by Partner Airlines. Putting these changes into effect shall be subject to seat availability on the new flight chosen.