Jaybird Sim Center Membership Agreement

Effective date: the date shown in your member account, onboarding flow, or checkout confirmation.

Operator: Jaybird Sim Center (“Jaybird,” “we,” “us,” “our”), 2550 N Thunderbird Cir #132, Mesa, Arizona 85215 and any successor or additional locations.

Member (“you,” “your”): the individual identified in the member account, or the entity and its named authorized users for a corporate plan expressly purchased in writing.

This Membership Agreement (“Agreement”) governs your membership privileges and incorporates by reference Jaybird’s Terms of Service, Privacy Policy, No Refund Policy, Liability Waiver and Release, Equipment Damage Policy, Cancellation and No-Show Policy, Simulator Use Policy, Identity & Flight Training Disclosure, Door Access & Facility Security Agreement, Member Simulator Lease & Equipment Use Agreement, TSA Flight Training Security Program Compliance & Flow-Down Addendum, Minor Participation & Guardian Consent Agreement, Guest & Visitor Waiver, Photo, Video & Media Release, Electronic Communications & E-Sign Consent, Cookie & Tracking Technologies Policy, and Accessibility Statement (collectively, the “Policies”). By signing electronically, you agree to this Agreement and all documents incorporated by reference.

PLEASE READ SECTION 26 CAREFULLY. IT CONTAINS A BINDING INDIVIDUAL ARBITRATION AGREEMENT, A CLASS ACTION WAIVER, A JURY TRIAL WAIVER, AND A 30-DAY OPT-OUT RIGHT. SECTION 25 SHORTENS THE TIME IN WHICH YOU MAY BRING A CLAIM. SECTION 6 DESCRIBES AUTOMATIC RENEWAL AND HOW TO CANCEL.

1. Definitions

“Facilities” means Jaybird premises, simulator bays, briefing rooms, golf bays, lounge, café, parking, and related areas at 2550 N Thunderbird Cir #132, Mesa, Arizona 85215 and any successor or additional location.

“Membership” means the access privileges, entitlement hours, booking rights, and benefits associated with your selected plan as shown in Jaybird systems at checkout and in your portal.

“Devices” means the Redbird FMX (an Advanced Aviation Training Device, or “AATD”), Gleim and other Basic Aviation Training Devices (“BATD”), golf simulators, and all related hardware, avionics, seats, controls, projectors, and software at the Facilities.

“Entitlement hours” means the plan hours credited to your balance each billing period and debited when you book a session.

“Billing anchor date” means the calendar day of the month on which your recurring charge is scheduled, established by your first successful payment and shown in your billing portal.

“Commitment period” means the minimum initial term of a recurring plan, currently three (3) calendar months unless a different period is displayed at checkout.

“Protected Parties” means Jaybird Sim Center and each of its owners, members, managers, officers, directors, partners, affiliates, successors, and assigns; employees, agents, volunteers, and interns; independent contractors and subcontractors; lessors, landlords, and property managers; equipment manufacturers, vendors, licensors, distributors, integrators, and software providers; outside flight instructors, flight schools, training providers, and partner organizations (including DSA and affiliated schools where applicable); insurers and reinsurers; and each of their respective owners, officers, directors, employees, agents, and insurers.

“DSA” means Jaybird’s affiliated flight school partner. “Outside instructor” means an approved certificated flight instructor who is not employed by Jaybird or DSA. “Outside school” means a partner flight school operating under a simulator lease agreement.

“FTSP” means the Flight Training Security Program administered by the Transportation Security Administration under 49 CFR Part 1552.

“Policies” has the meaning given in the introduction to this Agreement.

2. Membership grant; nature of the privilege

2.1 Grant

Subject to payment and compliance with all Policies, Jaybird grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, revocable licence to enter the Facilities during your plan’s permitted hours and to use Membership benefits as described by your plan.

2.2 Revocable licence — not a lease, tenancy, or bailment

Your Membership is a revocable licence to use the Facilities. It is not a lease of real property, not a tenancy, not an easement, not a bailment of your goods, and not a franchise, security, partnership interest, or investment. You acquire no possessory, leasehold, ownership, or other property interest in the Facilities, the Devices, any bay, any locker, any parking space, or any software, and no right to exclusive occupancy of any space at any time. Jaybird retains complete possession and control of the Facilities and may enter, relocate, reconfigure, close, or repurpose any area at any time.

Nothing in this Agreement creates a landlord-tenant relationship, and you waive any claim to the rights and remedies of a tenant under Arizona law. Jaybird may revoke the licence and require you to leave the Facilities as provided in this Agreement, and a revoked member who re-enters is a trespasser.

2.3 Relationship to the Member Simulator Lease & Equipment Use Agreement

Your limited custody and permitted use of a Device during a booked session is governed by the separate Member Simulator Lease & Equipment Use Agreement, which is a session-limited equipment use licence and bailment covering the Device only. That agreement does not grant any interest in real property and does not enlarge the licence granted in this Section 2. Where the two documents address the same subject, the Member Simulator Lease & Equipment Use Agreement controls as to custody and permitted use of the Devices during a session, and this Agreement controls as to membership, billing, and facility access.

2.4 Personal use only

Memberships are personal to you unless a corporate plan is expressly purchased in writing with named authorized users. You may not sell, assign, sublicense, share, sublet, rent, barter, broker, or transfer Membership benefits, entitlement hours, blocks of hours, day passes, guest passes, credentials, door codes, PINs, or portal access, except as expressly permitted for guest passes on eligible plans.

3. Incorporated policies; order of precedence

All Policies are incorporated by reference and form part of this Agreement. You agree to comply with the version of each Policy shown at acceptance and any updated version published through the portal or by email notice where permitted by law.

Where two documents you have accepted address the same subject and cannot be reconciled, the following controls for that subject matter only.

Nothing in this Section reduces any release, waiver, indemnity, limitation of liability, or arbitration obligation; where multiple documents contain such a provision, the broadest protection available to the Protected Parties applies to the fullest extent permitted by Arizona law.

4. Plans, prices, and commitment terms

The following plans and prices apply unless a different plan, price, or term is displayed at checkout or in your portal. Prices exclude applicable taxes.

Instructor time is billed separately at $50 per hour on standard plans and $40 per hour on the Captain (Proficiency) plan. The no-show policy fee is $50. The outside instructor checkout fee is $50.

4.1 Jaybird Social — what it does not include

The Jaybird Social plan is a social, golf simulator, lounge, and briefing-room membership only. It expressly excludes use of the Redbird FMX, use of any BATD, all flight instruction, all regulated flight training, and all aviation training device time. It includes no door access and no unattended entry. Social members may use the Facilities only during staffed hours and only for the amenities included in the plan. A Social member who wants simulator or instruction access must purchase an eligible plan, day pass, or block of hours.

5. Billing authorization; payment method

You authorize Jaybird and its payment processor (including Stripe) to charge your payment method on file for:

• Recurring membership fees, setup fees, and applicable taxes
• Instructor fees, policy fees, no-show fees, and late-cancellation charges
• Equipment damage, repair, replacement, cleaning, and collection costs
• Guest fees, day passes, blocks of hours, add-ons, café and retail purchases, and promotional buy-ups
• Early termination amounts, past-due balances, late fees, and any other amounts described in the Policies

You represent that you are authorized to use the payment method provided and that all funds are from lawful sources. You must keep a valid payment method on file for as long as your Membership is active and any balance remains outstanding.

Card updater authorization. You authorize Jaybird and Stripe to use card account updater services offered by the card networks and issuing banks to obtain updated card numbers, expiration dates, and status, and you authorize Jaybird to charge the updated or replacement card, or any other payment method you have on file, for amounts you owe. Keeping a working payment method current is your responsibility; the card updater is a convenience, not a guarantee.

6. Automatic renewal; how to cancel

Please read this Section carefully.

• What recurs: the recurring membership plan you selected at checkout, at the price shown in your checkout confirmation and billing portal.
• How often: monthly, charged on your billing anchor date each month.
• How long: your Membership renews automatically each month, indefinitely, until you cancel, after the initial commitment period.
• What it costs: the then-current plan price plus applicable taxes, as shown in your billing portal. Price changes are handled under Section 10.
• How to cancel: through the cancellation flow in your member portal, or by emailing support@jaybirdsims.com from the email address on your account. Cancellation requests are processed in the order received.
• When cancellation takes effect: at the end of the then-current billing period. You keep access and entitlement hours through that date. Cancellation does not stop a charge that has already been initiated and does not refund amounts already paid.
• During the commitment period: self-service cancellation may be disabled, and a cancellation request takes effect at the end of the commitment period unless Jaybird agrees otherwise in a signed writing under Section 7.
• Confirmation: Jaybird will send an electronic acknowledgment of your cancellation to the email address on your account. If you do not receive one within three (3) business days, contact support@jaybirdsims.com — an unconfirmed cancellation may not have been received.

Jaybird may send renewal, price-change, and payment-failure notices to the email address on your account. Keeping that address current is your responsibility.

7. Minimum commitment; early termination

If you select a recurring membership plan with a minimum commitment, you agree to pay for the full initial commitment period shown at checkout (currently three (3) calendar months unless a different period is displayed).

During the commitment period:

• You remain responsible for all recurring charges through the end of the commitment period, whether or not you use the Facilities
• Self-service cancellation may be disabled to prevent circumvention of the commitment
• Unused entitlement hours, guest passes, credits, or benefits do not extend or reduce the commitment period
• Suspension for non-payment, policy violation, or compliance lapse does not pause or shorten the commitment period
• Freezes or holds under Section 12 do not extend the commitment period unless Jaybird states otherwise in writing
• Early termination is not guaranteed and requires Jaybird’s written consent plus payment of an early termination amount equal to the remaining installments (plus taxes) unless a different amount is required by law

After the commitment period, your Membership continues month-to-month and you may cancel at the end of a billing period as described in Section 6, subject to payment of all amounts due.

8. No proration; no refunds; chargebacks

8.1 No proration

Jaybird does not prorate. Charges are not prorated for mid-period signup, mid-period cancellation, mid-period upgrade or downgrade, days you did not visit, holidays, closures, maintenance, device downtime, travel, illness, or any other partial-period circumstance, except where Jaybird elects to prorate in its sole discretion or where law requires. A partial month is billed as a full month.

8.2 No refunds

Jaybird’s No Refund Policy is incorporated by reference and controls all Membership payments. Unless required by applicable law, all payments are final and non-refundable, including membership dues, setup fees, commitment installments, intro or promotional purchases, day passes, blocks of hours, instructor and policy fees, damage charges, guest fees, add-ons, taxes, and processing costs — whether or not you used included hours, guest passes, promotional credits, or partial billing periods.

Membership termination for cause (policy violation, unsafe conduct, credential sharing, compliance misrepresentation, chargebacks, non-payment, and the like) does not entitle you to any refund of amounts paid or forgiveness of remaining commitment balances.

Restored booking entitlements and instructor session credits under the Cancellation and No-Show Policy are not cash refunds and have no cash value if unused.

8.3 Chargebacks

You agree to contact support@jaybirdsims.com to resolve any billing concern before initiating a chargeback or payment dispute. A chargeback initiated in bad faith is a material breach, and may result in immediate suspension and termination, acceleration of the remaining commitment where permitted, and your responsibility for the disputed amount plus chargeback fees and reasonable collection costs permitted by law.

9. Failed payments; dunning; delinquency

9.1 Retry and dunning schedule

If a scheduled charge fails, Jaybird and Stripe will attempt to collect on the following schedule. Timing may vary with processor behavior, bank responses, and weekends or holidays.

9.2 Consequences of delinquency

While any amount is past due, Jaybird may, in any combination and without further notice:

• Suspend or revoke your door credentials and unattended access
• Disable booking rights and cancel existing bookings
• Withhold entitlement hours, guest passes, and promotional credits
• Suspend Membership benefits without pausing billing or extending the commitment period
• Accelerate the entire remaining commitment balance so that it becomes immediately due, to the extent permitted by Arizona law
• Apply a late fee on past-due balances, and interest, in each case only in the amount and manner permitted by Arizona law
• Charge any payment method on file, including an updated or replacement card obtained through the card updater
• Recover reasonable collection costs, third-party collection agency fees, court costs, and reasonable attorneys’ fees to the extent permitted by law
• Report the delinquency to a collection agency and terminate the Membership for cause without refund

Suspension for non-payment is not a cancellation. Billing continues during suspension, and reinstatement requires payment of all past-due amounts plus any reinstatement fee published at the time.

10. Price and plan changes

Jaybird may change membership pricing, plan names, plan structures, or plan features for new purchases at any time.

For existing recurring memberships, a price increase takes effect only after Jaybird gives advance notice by email or portal notice, and only as permitted by law and by the payment processor’s subscription rules. The notice will state the new price and the date it takes effect, and you may cancel under Section 6 before the new price applies. Continuing your Membership after the effective date is acceptance of the new price. A price change never shortens or waives an unexpired commitment period.

Jaybird may modify non-price operational rules — booking lead times and windows, bay assignment, peak-period limits, maintenance blackouts, guest procedures, hours of operation, and similar rules — with reasonable notice through the portal or by email.

Promotional, founding, legacy, introductory, or discounted rates may expire or convert to standard pricing as disclosed at signup. Promotional value is not convertible to cash and has no refund value.

11. Entitlement hours; blocks of hours; credits

11.1 Monthly reset; no rollover

Entitlement hours are credited at the start of each billing period and reset at the end of that period. Unused entitlement hours do not roll over to the next period unless your plan expressly states otherwise in the portal. Entitlement hours have no cash value, are not redeemable for money, are not transferable, and may not be sold, bartered, or gifted.

11.2 Forfeiture

Entitlement hours, guest passes, promotional credits, referral credits, and instructor credits are forfeited without value on cancellation, expiration, suspension for cause, or termination, and are not restored on reinstatement unless Jaybird elects otherwise in its sole discretion.

11.3 Blocks of hours

A Block of 10 Hours ($499) is a prepaid package of simulator hours. Block hours expire ninety (90) days after purchase, are non-refundable, have no cash value, are personal to the purchaser, and may not be shared, resold, or transferred. Expired block hours are forfeited. Jaybird may, in its sole discretion and without obligation, extend an expiry once for a documented medical or emergency circumstance; doing so creates no precedent.

11.4 Day passes

Day passes ($79 BATD, $129 AATD) are valid only on the date used, are non-refundable, are not transferable, do not include instruction, and do not include door credentials or unattended access.

11.5 Order of consumption

Where you hold more than one balance, Jaybird applies hours in the order that expires soonest first, unless the portal states otherwise.

12. Freezes and holds

Jaybird may, in its sole discretion, offer to freeze or place a hold on a Membership for a documented reason such as extended travel, medical recovery, or deployment.

A freeze is never guaranteed and is never a right. Unless Jaybird states otherwise in writing:

• A freeze must be requested in advance and approved in writing by Jaybird
• A freeze does not extend, pause, or shorten the commitment period
• Entitlement hours do not accrue during a freeze, and existing hours may expire
• A reduced hold fee may apply during the freeze
• Door credentials and booking rights are suspended during the freeze
• Frozen memberships resume automatically on the stated resume date at the then-current price

Jaybird granting a freeze once does not obligate it to grant one again.

13. Upgrades and downgrades

Upgrades. You may request an upgrade at any time. An upgrade generally takes effect immediately or at the next billing anchor date as shown in the portal, is not prorated, and may start a new minimum commitment period for the upgraded plan as disclosed at the time of the change.

Downgrades. A downgrade takes effect at the end of the current billing period and is not prorated. A downgrade does not shorten, satisfy, or terminate an existing commitment period; you remain responsible for the committed value of the original plan through the end of that commitment unless Jaybird agrees otherwise in writing. Downgrading may immediately reduce entitlement hours, door access, guest privileges, and booking windows.

Plan changes and promotions. Changing plans may end a promotional, founding, or legacy rate permanently. Jaybird is not obligated to restore a discontinued rate.

14. Booking; access; plan features

Included hours, booking windows, booking limits, instructor booking rules, guest entitlements, simulator types, staffed hours, and access methods are defined by your plan in Jaybird systems and in the posted Policies.

For every booking you must select the correct session use classification — recreational, selfpractice, pilotproficiency, flightreview, ipcproficiency, certratingtrainingjaybird, certratingtrainingoutsidecfi, outsideschoollease, discoverydemo, or eventgroup — and, where applicable, identify the **responsible flight training provider** as jaybirddsa, outsideinstructor, outsideschool, or undetermined. Jaybird may re-classify an incorrectly recorded booking, stop a session in progress, and charge any fees the correct classification would have required.

Jaybird does not guarantee availability of any specific Device, bay, instructor, time slot, or scenery, and may cancel, move, or shorten bookings for maintenance, safety, staffing, device failure, compliance review, or operational need. Scheduling may be synchronized with Google Calendar; calendar entries are a convenience and are not the authoritative record of your booking.

You are responsible for accurate account information, including contact email, mobile number, emergency contact where requested, and citizenship or training disclosures when required.

15. Door access; credentials; security

Where your plan includes unattended or after-hours access, you agree to the Door Access & Facility Security Agreement. Credentials and PINs are issued through third-party access-control services (including Seam and Kwikset), are personal to you, and may be rotated, suspended, or revoked at any time for security, maintenance, non-payment, or policy violations.

Credential sharing, tailgating, propping doors, and admitting anyone who is not a checked-in member or an approved guest are prohibited and are grounds for immediate termination without refund and possible referral to law enforcement. You are responsible for everything that occurs during any entry made with your credential.

The Jaybird Social plan includes no door access. Day passes and blocks of hours include no door access.

16. Guests and companions

If your plan permits guests, guest passes are a courtesy benefit with the following rules:

• Guest entitlements are defined by your plan in the portal, reset with your billing period, do not roll over, and have no cash value
• Guest passes may not be sold, transferred, or used to give a non-member routine or repeated access
• Every guest must sign the Guest & Visitor Waiver before participating, and a guest under 18 also requires a Minor Participation & Guardian Consent Agreement signed by a parent or legal guardian
• You must accompany and supervise your guest at all times; guests may not use unattended access and may not be left alone in the Facilities
• Guests may not receive flight instruction except through Jaybird, DSA, or an approved outside instructor, and guest sessions must be classified correctly
• Guests are subject to the same conduct, safety, compliance, and device rules as members

You are fully responsible for each guest’s conduct, compliance with all Policies, and any injury, loss, or damage the guest causes, and you will indemnify the Protected Parties accordingly. Jaybird may deny entry to, remove, or permanently bar any guest, and may suspend or withdraw guest privileges at any time.

17. Referral, ambassador, and promotional credits

Jaybird may offer referral rewards, ambassador credits, or promotional credits.

• Credits are promotional only, have no cash value, are not redeemable for money, and are not transferable
• Credits apply only to eligible Jaybird charges as stated when issued, and may carry expiration dates
• Credits are revocable at any time for fraud, abuse, self-referral, duplicate or fake accounts, referrals of household members already enrolled, chargebacks, refunds of the referred purchase, or termination of either account
• A referral is earned only when the referred member completes the qualifying purchase and remains in good standing for the period stated in the offer
• Jaybird may modify, suspend, or end any referral or ambassador program at any time; credits already correctly earned and unexpired will be honored where practicable
• Ambassador status is a revocable designation and does not create employment, agency, partnership, or any right to compensation beyond the stated credits
• Credits are forfeited without value on termination, and may be taxable to you where law requires

18. Corporate and entity memberships

If a Membership is purchased by a company, flight school, partnership, trust, or other entity:

• The individual accepting this Agreement represents and warrants that they are authorized to bind the entity
• The Membership covers only the named authorized users listed in the account, and the entity must keep that list current; adding or replacing a user may require Jaybird’s approval and may incur a fee
• The entity and each named authorized user are jointly and severally liable for all amounts owed and all obligations under this Agreement and the Policies
• Each authorized user must individually sign the Liability Waiver and Release, the Identity & Flight Training Disclosure, the Simulator Use Policy acknowledgment, the Member Simulator Lease & Equipment Use Agreement, and the Door Access & Facility Security Agreement where access is granted; no user may use the Facilities until their documents are complete
• Credentials remain personal to each named user and may not be pooled or shared
• The entity is responsible for the conduct of its authorized users and their guests, and will indemnify the Protected Parties for their acts and omissions
• Removing a user does not reduce the committed price, and adding a user does not shorten any commitment period
• The entity must notify Jaybird promptly when an authorized user’s affiliation ends so credentials can be revoked; until then the entity remains responsible for that user’s access

19. Compliance conditionality; identity and flight training security

Your Membership privileges are expressly conditioned on your maintaining continuous compliance with the Identity & Flight Training Disclosure, the Simulator Use Policy, and the TSA Flight Training Security Program Compliance & Flow-Down Addendum, including any FTSP authorization required under 49 CFR Part 1552 before regulated flight training begins.

You represent, on each booking and each visit, that the identity and citizenship information in your account is true, current, and complete, that your session use classification accurately describes the activity you intend to conduct, and that the responsible flight training provider is correctly identified. Providing false information in connection with these programs may constitute a federal offense under 18 U.S.C. 1001 and may expose you to civil penalties under 49 U.S.C. 46301.

If your compliance lapses, expires, is withdrawn, or comes into question, Jaybird may immediately suspend all booking rights, training privileges, and door credentials — without refund, without pausing billing, and without extending your commitment period — until the issue is resolved to Jaybird’s satisfaction. Misclassified or unauthorized training is a material breach and may result in termination for cause and reporting to TSA, FAA, or law enforcement.

Jaybird retains compliance records for at least five (5) years, and longer where required by law, regulation, contract, or litigation hold, as described in the Privacy Policy.

20. Instruction; independent instructors

Instruction, where offered, is billed separately at $50 per hour on standard plans and $40 per hour on the Captain (Proficiency) plan, unless a different rate is shown at booking. Membership does not include instructor time unless your plan expressly says so.

Outside instructors must complete Jaybird’s outside instructor checkout ($50) and sign the Independent Instructor & Training Provider Agreement and the TSA flow-down addendum before instructing at the Facilities. Partner schools operate under a Simulator Lease & Training Provider Agreement.

Outside instructors and outside schools are independent contractors and independent businesses, not employees or agents of Jaybird. Jaybird does not direct, supervise, evaluate, or endorse their instruction, and is not responsible for their acts, omissions, scheduling, pricing, insurance, tax obligations, or the quality or regulatory sufficiency of their training. Payouts may be processed through Stripe Connect; facilitating a payout does not make Jaybird the employer of any instructor or school. Your arrangement with an outside instructor is between you and that instructor.

21. Conduct; suspension pending investigation; termination

Jaybird may suspend, restrict, or terminate Membership immediately, with or without refund, for reasons including:

• Non-payment, failed billing, or a bad-faith chargeback
• Unsafe, reckless, or intoxicated conduct
• Harassment, discrimination, threats, or abuse of staff, instructors, partners, members, or guests
• Recording another person without consent, or violating the recording rules in the Terms of Service
• Credential sharing, tailgating, or unauthorized guests
• Misrepresentation of citizenship, identity, or training purpose, or a compliance lapse under Section 19
• Uncredentialed instruction or regulated training without approval or correct classification
• Subletting, reselling, or brokering simulator time, hours, passes, or access
• Equipment misuse, damage, tampering, or unauthorized modification
• Violation of any Policy or applicable law

Suspension pending investigation. Jaybird may suspend your Membership, bookings, and credentials while investigating a suspected violation, safety incident, damage claim, compliance question, or payment dispute. Billing continues during the suspension, the commitment period is not extended, and no refund or credit is due, even if the investigation ultimately clears you — though Jaybird may extend a courtesy credit in its sole discretion.

Termination for cause does not relieve you of amounts already due, remaining commitment balances, damage charges, or indemnity obligations. On termination, credentials are revoked, future bookings are cancelled, and all entitlement hours, credits, and passes are forfeited without value.

Jaybird may also terminate a Membership without cause at the end of a billing period on notice to the email address on your account; in that case Jaybird will not charge you for periods after the termination date, and no other compensation is owed.

22. Death, disability, relocation, and hardship

No refund is automatic in any circumstance, including death, disability, illness, injury, job loss, deployment, or relocation. Jaybird may, in its sole discretion, release a member from a remaining commitment or waive future charges in a documented hardship case.

To request discretionary relief, email support@jaybirdsims.com. Jaybird may require reasonable documentation, such as a physician’s written statement that the member cannot safely use the Facilities, military orders, a death certificate and proof of authority for the estate, or proof of a move beyond a reasonable driving distance from the Facilities. Jaybird will handle any documentation you provide as described in the Privacy Policy.

Any relief granted is prospective only — it stops future charges from the date Jaybird approves it. It is not a refund of amounts already paid, creates no precedent, and does not obligate Jaybird to grant similar relief to you or anyone else. On the death of a member, the Membership terminates as of the date Jaybird receives notice and documentation, and remaining unbilled commitment installments are waived; amounts already paid are not refunded and unused hours and credits are forfeited without value.

23. Warranties; disclaimers; assumption of risk

Membership, the Facilities, and the Devices are provided “as is” and “as available.” To the fullest extent permitted by law, Jaybird and the Protected Parties disclaim all warranties, express, implied, or statutory, including merchantability, fitness for a particular purpose, title, and non-infringement.

Jaybird does not guarantee uninterrupted access, specific simulator or bay availability, instructor availability, device fidelity, scenery or avionics accuracy, or achievement of any training outcome, certificate, rating, endorsement, currency, or proficiency result. Jaybird does not determine whether any activity satisfies 14 CFR 61.51, 61.56, 61.57, or the requirements of 14 CFR Parts 141 or 142; see FAA AC 61-136 and consult your instructor.

Use of aviation training devices, motion simulators, golf simulators, and the Facilities involves inherent risks including motion sickness, disorientation, falls, pinch and crush points, electrical hazards, equipment malfunction, serious personal injury, and death. To the fullest extent permitted by Arizona law, you assume all such risks, except claims arising from Jaybird’s gross negligence or willful misconduct as finally determined by a court of competent jurisdiction. The Liability Waiver and Release controls on bodily injury and contains additional release terms.

24. Force majeure; limitation of liability; indemnification

24.1 Force majeure

Jaybird is not liable for any delay, interruption, closure, or failure to perform caused by events beyond its reasonable control, including equipment failure, power or network outages, extreme heat or cooling-system failure, vendor and hosting outages (including Stripe, Supabase, Vercel, Resend, Twilio, Sentry, Seam/Kwikset, and Google), cyberattack, supply chain disruption, labor shortage, strike, acts of God, monsoon and severe weather, fire, flood, government or regulatory order, epidemic or pandemic, landlord action, and civil unrest. Membership time is not automatically credited or extended for such events; Jaybird may elect to extend courtesy credits in its sole discretion, which creates no precedent.

24.2 Limitation of liability

To the fullest extent permitted by Arizona law, Jaybird’s and the Protected Parties’ aggregate liability arising from or relating to this Agreement, the Policies, your Membership, the Facilities, or the Devices — in contract, tort, negligence, strict liability, statute, or any other theory — shall not exceed the greater of (a) amounts you paid Jaybird in the three (3) months before the event giving rise to the claim, or (b) US$500.

The Protected Parties will have no liability for indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost data, loss of goodwill, cost of substitute services, loss of flight privileges or currency, failed checkrides, or missed employment or training opportunities, even if advised of the possibility. These limitations are an essential basis of the bargain, survive any failure of essential purpose of any limited remedy, and apply to the maximum extent allowed where a jurisdiction restricts them.

24.3 Indemnification

You will defend, indemnify, and hold harmless the Protected Parties from and against all third-party claims, demands, actions, investigations, damages, losses, penalties, fines, and expenses (including reasonable attorneys’ fees, expert fees, and costs of investigation) arising from or relating to your acts or omissions; the acts or omissions of your guests, minors for whom you are responsible, or authorized users on an entity account; your breach of this Agreement or any Policy; your violation of any law or regulation, including FAA, TSA, export control, sanctions, or privacy laws; any inaccuracy in your identity, citizenship, training purpose, or session classification; and damage to the Devices, the Facilities, or the property of others caused by you or your guests.

Jaybird may assume exclusive control of the defense and settlement of any indemnified matter at your expense, and you will cooperate. This indemnity survives termination.

25. Time limit for claims

To the fullest extent permitted by Arizona law, any claim or cause of action arising out of or relating to this Agreement, your Membership, the Facilities, or the Devices must be filed — in arbitration or, where applicable, in court — within ONE (1) YEAR after the claim accrues, or it is permanently barred.

This Section does not apply where a shortened limitations period is prohibited by law, and does not apply to Jaybird’s claims for amounts you owe, damage to the Devices, or injunctive relief.

26. Dispute resolution; binding individual arbitration; class action waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY TRIAL.

26.1 Informal resolution first

Before starting an arbitration or a lawsuit, you agree to send a written Notice of Dispute to support@jaybirdsims.com with the subject line “Notice of Dispute,” describing the dispute, the relief sought, and your account email. Jaybird will send any Notice of Dispute to the email address on your account. The parties will attempt in good faith to resolve the dispute for sixty (60) days after the notice is sent. This informal process is a condition precedent to filing, and the limitations period in Section 25 is tolled while it runs.

26.2 Agreement to arbitrate

If the dispute is not resolved, you and Jaybird agree that any dispute, claim, or controversy arising out of or relating to this Agreement, the Policies, your account, your Membership, billing, the Facilities, the Devices, marketing, or the relationship between you and Jaybird — including the validity, enforceability, or scope of this Section — will be resolved exclusively by FINAL AND BINDING ARBITRATION on an INDIVIDUAL BASIS, and not in court.

The arbitration will be administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules in effect when the demand is filed, as modified by this Section. The Federal Arbitration Act governs the interpretation and enforcement of this Section.

26.3 Seat, procedure, and costs

The arbitration will be seated in Maricopa County, Arizona, and hearings will be held in Maricopa County unless the parties agree otherwise or the AAA rules provide for telephonic, video, or documents-only proceedings, which either party may request. One arbitrator will preside. The arbitrator may award any relief a court could award to that individual claimant, but may not award relief to or against any person who is not a party. Filing, administrative, and arbitrator fees are governed by the AAA Consumer Arbitration Rules; where those rules require Jaybird to pay a portion, Jaybird will pay it. The award is final and binding, and judgment on it may be entered in any court of competent jurisdiction.

26.4 Small-claims carve-out

Either party may instead bring an individual claim in small claims court in Maricopa County, Arizona, so long as the claim remains within that court’s jurisdictional limits and proceeds on an individual, non-class basis.

26.5 Injunctive-relief carve-out

Notwithstanding this Section, either party may seek temporary, preliminary, or permanent injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop (a) actual or threatened infringement, misappropriation, or violation of intellectual property, trade secrets, or confidential information; (b) unauthorized access to, scraping of, or interference with the member portal or Jaybird systems; and (c) violations of access control, door credentials, trespass, or facility security. Seeking such relief does not waive the right to arbitrate any other claim.

26.6 Class action and jury trial waiver

YOU AND JAYBIRD EACH WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, CONSOLIDATED ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR REPRESENTATIVE PROCEEDING OF ANY KIND. Claims may be brought only in your or Jaybird’s individual capacity, and the arbitrator may not consolidate or preside over any representative or class proceeding.

26.7 Severability of the class waiver

If the class action waiver in Section 26.6 is found unenforceable as to any claim or request for relief, then that claim or request for relief is severed from the arbitration and must proceed in the state or federal courts of Maricopa County, Arizona, and all other claims will continue in individual arbitration. If any other portion of this Section is found unenforceable, that portion is severed and the remainder stays in effect. If the entirety of this Section is found unenforceable, disputes will be resolved in the courts identified in Section 28, subject to the jury trial waiver above to the extent enforceable.

26.8 Your right to opt out of arbitration

You may opt out of this arbitration agreement (Sections 26.2 through 26.7) within THIRTY (30) DAYS after you first accept this Agreement. To opt out, email support@jaybirdsims.com with the subject line “Arbitration Opt-Out” and include your full legal name, the email address on your account, and a clear statement that you are opting out of the arbitration agreement. That is the only way to opt out. Opting out affects only the arbitration and class waiver provisions; every other part of this Agreement — including governing law, venue, limitation of liability, indemnity, and the one-year limitations period — remains fully in effect. Opting out will not affect your Membership, pricing, or standing with Jaybird in any way.

26.9 Changes to this Section

If Jaybird materially changes this Section after you accept it, you may reject the change by emailing support@jaybirdsims.com within thirty (30) days of the change, in which case the most recently accepted version of this Section applies to disputes that arose before the change.

27. Notices; assignment; third-party beneficiaries; miscellaneous

27.1 Notices. Notices to you are effective when sent to the email address on your account and are deemed received on the day sent absent a bounce or delivery failure. Jaybird may also give notice by SMS, portal banner, or posting at the Facilities. You must keep your email address, mobile number, and mailing address current; a notice is effective even if you do not see it because your information is out of date or the message was filtered. Notices to Jaybird go to support@jaybirdsims.com, or in writing to Jaybird Sim Center, 2550 N Thunderbird Cir #132, Mesa, Arizona 85215.

27.2 Assignment. Jaybird may assign, delegate, or transfer this Agreement without your consent, including in a merger, acquisition, reorganization, financing, or sale of all or substantially all of its assets or membership base. You may not assign or transfer this Agreement, your Membership, your entitlement hours, your credits, or any right or obligation under it, by operation of law or otherwise, without Jaybird’s prior written consent. Any attempted assignment without consent is void.

27.3 Third-party beneficiaries. The Protected Parties are express intended third-party beneficiaries of the release, assumption of risk, disclaimer, limitation of liability, indemnification, arbitration, class waiver, and limitations-period provisions of this Agreement, and each may enforce those provisions directly against you. No consent from any Protected Party is required to amend or terminate this Agreement. There are no other third-party beneficiaries.

27.4 No waiver. No failure or delay in exercising any right is a waiver of it, and no single or partial waiver is a continuing waiver. Accepting a late payment, waiving a fee once, or permitting one exception does not waive strict future performance. Waivers are effective only in a writing signed by an authorized Jaybird representative.

27.5 Cumulative remedies. All rights and remedies are cumulative and in addition to every other right or remedy available at law or in equity.

27.6 Independent parties. Nothing in this Agreement creates a partnership, joint venture, agency, employment, franchise, or fiduciary relationship.

27.7 Headings; interpretation; counterparts. Headings are for convenience only. “Including” means “including without limitation.” This Agreement will not be construed against the drafter, may be accepted in counterparts and by electronic means, and is executed in English, which controls in any translation.

27.8 Amendments. Jaybird may update this Agreement and the Policies by posting a revised version and, where appropriate, notifying you by email or portal notice. Changes apply prospectively from the stated effective date, and continued Membership after that date is acceptance, except where prohibited by law and except as provided in Section 26.9. Rejecting an update does not release you from any unexpired commitment or amounts already owed.

28. Governing law; venue

This Agreement is governed by the laws of the State of Arizona, without regard to its conflict-of-law rules, and by applicable federal law, including the Federal Arbitration Act with respect to Section 26.

Subject to the binding individual arbitration agreement in Section 26, you consent to the exclusive jurisdiction and venue of the state and federal courts located in Maricopa County, Arizona for any matter not subject to arbitration, and you waive any objection based on personal jurisdiction, venue, or forum non conveniens. Jaybird may seek injunctive relief in any court of competent jurisdiction. In any action or arbitration to enforce this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees and costs to the extent permitted by Arizona law.

29. Severability; entire agreement; survival

If any provision of this Agreement is held invalid, illegal, or unenforceable, it will be modified to the minimum extent necessary to make it enforceable and to give maximum effect to the parties’ intent, or if it cannot be so modified, severed; the remaining provisions stay in full force.

This Agreement, together with the incorporated Policies, is the entire agreement between you and Jaybird regarding Membership, and supersedes all prior or contemporaneous proposals, marketing statements, and oral or written communications on that subject.

The following survive expiration or termination: payment, commitment, delinquency, and collection obligations; the No Refund Policy; equipment damage obligations; compliance recordkeeping; forfeiture of hours and credits; disclaimers; assumption of risk and release cross-references; limitation of liability; indemnification; the one-year limitations period; arbitration and class waiver; third-party beneficiary rights; notices; and governing law and venue — together with any provision that by its nature should survive.

30. Electronic signature

By checking an acceptance box, clicking a button indicating agreement, or typing your full legal name at onboarding or checkout, you sign this Agreement electronically. You agree that your electronic signature is the legal equivalent of a handwritten signature and has the same force and effect, under the federal Electronic Signatures in Global and National Commerce Act, 15 U.S.C. 7001 et seq. (the “E-SIGN Act”), and the Arizona Electronic Transactions Act, A.R.S. Title 44, Chapter 26.

You confirm that you can access, download, and retain this Agreement in electronic form, that you may request a paper copy by emailing support@jaybirdsims.com, and that you may withdraw consent to electronic records as described in the Electronic Communications & E-Sign Consent — though withdrawal may prevent Jaybird from continuing to provide the Membership.

Questions: support@jaybirdsims.com