Jaybird Sim Center Membership Agreement

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 authorized users for a corporate plan expressly purchased in writing. This Membership Agreement (“Agreement”) governs your membership privileges. By signing electronically, you agree to this Agreement and all documents incorporated by reference. --- ## 1. Definitions **“Facilities”** means Jaybird premises, simulator bays, lounges, parking, and related areas. **“Membership”** means the access privileges, hours, booking rights, and benefits associated with your selected plan as shown in Jaybird systems at checkout and in your portal. **“Protected Parties”** means Jaybird and its **owners, members, managers, officers, directors, partners, affiliates, successors, and assigns**; **employees, agents, and contractors**; **lessors and landlords**; **equipment vendors and software licensors**; **outside flight instructors, flight schools, training providers, and partner organizations** (including DSA and affiliated schools where applicable); **insurers**; and each of their respective owners, officers, employees, agents, and insurers. **“Policies”** means Jaybird’s Terms of Service, Privacy Policy, **No Refund Policy**, Liability Waiver, Equipment Damage Policy, Cancellation / No-Show Policy, Simulator Use Policy, Identity & Flight Training Disclosure, Door Access Agreement, and any other policy you accept at onboarding or in the portal. --- ## 2. Membership grant; personal use Subject to payment and compliance with all Policies, Jaybird grants you a **limited, personal, non-exclusive, non-transferable, revocable** right to use Membership benefits as described by your plan. 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, or transfer Membership benefits, 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 email notice where permitted by law. If there is a conflict, the **more specific signed template** controls for its subject matter. For bodily injury and assumption of risk, the **Liability Waiver** controls. For equipment damage charges, the **Equipment Damage Policy** controls. For billing and commitment, this Agreement and the **Terms of Service** control together. --- ## 4. Billing authorization; payment method You authorize Jaybird and its payment processor (including Stripe) to charge your payment method on file for: - Recurring membership fees and applicable taxes - Instructor fees, policy fees, and no-show or late-cancellation charges - Equipment damage, repair, replacement, and collection costs - Guest fees, add-ons, and promotional buy-ups - Early termination amounts and any other amounts described in Policies You represent that you are authorized to use the payment method provided. **Failed, reversed, or disputed charges** may result in immediate suspension, access revocation, termination, and collection efforts including reasonable costs permitted by law. --- ## 5. Minimum commitment (recurring plans) 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 - Self-service cancellation may be disabled to prevent circumvention of the commitment - Unused hours, guest passes, or benefits **do not extend or reduce** the commitment period - Early termination is **not guaranteed** and requires Jaybird’s written consent plus payment of any **early termination amount** equal to remaining installments (plus taxes) unless a different amount is required by law After the commitment period, you may cancel at the end of a billing period through the portal where enabled, subject to payment of all amounts due. --- ## 6. No refunds; all sales final; chargebacks 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, commitment installments, intro or promotional purchases, 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, etc.) does **not** entitle you to any refund of amounts paid or remaining commitment balances. Restored booking entitlements or instructor session credits under the Cancellation Policy are **not cash refunds** and have **no cash value** if unused. You agree not to initiate chargebacks or payment disputes in bad faith. A chargeback may be treated as breach, with immediate termination and responsibility for the disputed amount plus chargeback fees and collection costs. --- ## 7. Plan features; hours; booking; access Included hours, booking windows, instructor booking rules, guest entitlements, simulator types, and access methods are defined by your plan in Jaybird systems and posted Policies. Jaybird may modify **non-price operational rules** (e.g., booking lead times, bay assignment, maintenance blackouts) with reasonable notice through the portal or email. Price changes apply only as described in Section 8. You are responsible for **accurate account information**, including contact email, emergency contact where requested, and citizenship or training disclosures when required. --- ## 8. Price and plan changes Jaybird may change membership pricing, plan names, or plan features for **new** purchases at any time. For **existing recurring** memberships, price changes take effect only as permitted by law and your payment processor’s subscription rules, typically with advance notice and an opportunity to cancel before the new price applies. Promotional, founding, legacy, or discounted rates may expire or convert to standard pricing as disclosed at signup. --- ## 9. Door access; credentials; security Where your plan includes unattended or after-hours access, you agree to the **Door Access Agreement** and understand that credential sharing, tailgating, or unauthorized entry is grounds for **immediate termination without refund** and possible referral to authorities. Jaybird may rotate, suspend, or revoke credentials at any time for security, maintenance, non-payment, or policy violations. --- ## 10. Conduct; safety; termination Jaybird may **suspend, restrict, or terminate** Membership immediately, with or without refund, for including but not limited to: - Non-payment or failed billing - Unsafe, reckless, or intoxicated conduct - Harassment, discrimination, or abuse of staff, instructors, partners, or other members - Credential sharing, tailgating, or unauthorized guests - Misrepresentation of citizenship, training purpose, or identity - Uncredentialed instruction or regulated training without approval - Equipment misuse, damage, or tampering - Violation of any Policy or applicable law Termination for cause does not relieve you of amounts already due, damage charges, or indemnity obligations. --- ## 11. Guests and companions If your plan permits guests, you are **fully responsible** for each guest’s conduct, compliance with all Policies, and any injury or damage they cause. Jaybird may require guests to sign agreements separately. Guests may not use unattended access unless expressly permitted in writing. --- ## 12. Force majeure Jaybird is not liable for delay or failure to perform caused by events beyond reasonable control, including equipment failure, power or network outages, labor disputes, acts of God, government orders, pandemics, or vendor outages. Membership time may not be credited for such events unless Jaybird elects to do so in its discretion. --- ## 13. Disclaimer of warranties Membership and Facilities are provided **“as is” and “as available.”** Jaybird disclaims all warranties, express or implied, including merchantability, fitness for a particular purpose, and non-infringement, except where prohibited by law. Jaybird does not guarantee uninterrupted access, specific simulator availability, instructor availability, or achievement of any training outcome. --- ## 14. Limitation of liability To the fullest extent permitted by Arizona law, Jaybird’s and the Protected Parties’ **aggregate liability** arising from this Agreement or your Membership **shall not exceed** the greater of (a) amounts you paid Jaybird in the **three (3) months** before the claim, or (b) **US$500**. Protected Parties disclaim indirect, incidental, special, consequential, exemplary, and punitive damages, and lost profits, except where prohibited by law. --- ## 15. Indemnification You will **defend, indemnify, and hold harmless** the Protected Parties from third-party claims, damages, losses, and expenses (including **reasonable attorneys’ fees**) arising from your acts or omissions, your guests, your breach of this Agreement or any Policy, or your violation of law. This indemnity survives termination. --- ## 16. Disputes; governing law; venue This Agreement is governed by **Arizona law** without regard to conflict-of-law rules. You consent to **exclusive jurisdiction and venue** in the state and federal courts of **Maricopa County, Arizona**, except that Jaybird may seek injunctive relief anywhere. --- ## 17. Severability; entire agreement; survival If any provision is invalid, the remainder stays in effect. This Agreement, together with incorporated Policies, is the entire agreement regarding Membership. Sections on payment, indemnity, limitation of liability, and governing law **survive** termination. --- ## 18. Electronic signature By typing your full legal name at onboarding or checkout, you sign this Agreement electronically under the **E-SIGN Act** and Arizona law. **Questions:** support@jaybirdsims.com