Membership Agreement

THE FOLLOWING MEMBERSHIP AND ANNUAL PASS AGREEMENT INCLUDES A BINDING INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS HEREUNDER. BY AGREEING TO THIS MEMBERSHIP AND ANNUAL PASS AGREEMENT, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ IT AND AGREE TO BE BOUND AS SET FORTH HEREIN.

MEMBERSHIP AND ANNUAL PASS AGREEMENT

The words “you” and “your” mean the person agreeing to this Membership and Annual Pass Agreement (“Agreement”) to purchase either an Urban Air membership or Annual Pass, any person who provides payment for the fees described herein, and any minor on whose behalf a parent or legal guardian agrees to this Agreement. The words “Urban Air,” “we,” “our,” and “us” refer to UATP Management, LLC d/b/a Urban Air Adventure Parks. This Agreement is between you and us. By entering into this Agreement, you also agree to Urban Air’s Privacy Policy, E-Sign Disclosure and Agreement, and Terms of Use, which are incorporated in this Agreement as if set forth herein. The Privacy Policy describes Urban Air’s information gathering and privacy practices, and the use of your personal information and is available for review at www.urbanair.com/privacy-policy. The E-Sign Disclosure and Agreement outlines your agreement to enter into this transaction electronically and receive documents electronically and is available for review at www.urbanair.com/esignature-agreement. The Terms of Use describes our agreement regarding the use of the Urban Air websites including, but not limited to, www.urbanair.com and www.urbanair.com  and is available for review at www.urbanair.com/terms-of-use/.

YOU ACKNOWLEDGE THIS AGREEMENT OUTLINES THE TERMS OF A MEMBERSHIP AGREEMENT OR ANNUAL PASS, AS APPLICABLE.  IF YOU ARE PURCHASING A MEMBERSHIP, THE TERMS OF SUCH MEMBERSHIP SHALL BE GOVERNED BY THE INTRODUCTORY PARAGRAPH ABOVE AND SECTIONS A (MEMBERSHIP AGREEMENT) AND C (COMMON TERMS) BELOW.  IF YOU ARE PURCHASING AN ANNUAL PASS, THE TERMS OF SUCH ANNUAL PASS SHALL BE GOVERNED BY THE INTRODUCTORY PARAGRAPH ABOVE AND SECTIONS B (ANNUAL PASS) AND C (COMMON TERMS) BELOW. 

1. Membership Agreement

BY ENTERING INTO THIS AGREEMENT, YOU ARE COMMITTING TO A 12-MONTH MEMBERSHIP TERM (“INITIAL TERM”). EXCEPT AS PROVIDED HEREIN, YOU MAY NOT CANCEL YOUR MEMBERSHIP DURING THE INITIAL TERM. AT THE END OF THE 12-MONTH INITIAL TERM, THIS MEMBERSHIP AGREEMENT WILL AUTOMATICALLY BE RENEWED AND CONTINUE ON A MONTH-BY-MONTH BASIS UNLESS TERMINATED IN WRITING BY YOU OR US IN ACCORDANCE WITH ITS TERMS. If you add a new member or upgrade an existing membership during the 12-month Initial Term, the Initial Term will be extended automatically for each Member in your Membership Account for an additional 12 months and thereafter will automatically be renewed and continue on a month-by-month basis unless terminated in writing by your or us in accordance with this Membership Agreement’s terms.

1. Membership Benefits.  While you are a member, you may use your membership benefits only at the Urban Air Adventure Park where you purchased your membership. You will be required to pay the regular admission fee to visit other Urban Air Adventure Parks.  If we later allow your membership benefits to be used at Urban Air Adventure Parks other than where you purchased your membership, we will notify you this in writing. In such case, attractions, offerings, and pricing may vary between Urban Air Adventure Parks, certain member benefits and attractions may not be available at some Urban Air Adventure Parks, and you may be required to pay a fee to visit other Urban Air Adventure Parks where you did not purchase your membership.  Some membership benefits may be available on a first come, first served basis with limited supplies and capacity. Membership benefits may not be available at some Urban Air Adventure Parks due to closure of the Park for any reason including, but not limited to, private or special events, Park capacity and attendance, unavailability of food, beverages, or merchandise, or other circumstances. Memberships are not valid for special events, including, but not limited to, teen night, summer camps, parent’s night out, private events, fitness classes, or birthday parties, unless specifically included in your membership benefits. Memberships, membership benefits, and member discounts are for personal use only and are nontransferable, may not be combined with any other offer or promotion, and may not be used to obtain or purchase items or services with the intent to resell such items or services. You must present proof of membership, as Urban Air shall determine in its sole discretion, to receive any applicable membership benefits and discounts.

At our sole discretion, we may change any term or condition of this Membership Agreement or the features, services, and/or benefits provided under this Membership Agreement. We will notify you at least 30 days in advance of any such change becoming effective at the email or other address you provide in this Membership Agreement or any updated address you subsequently provide to us in writing.

2. Recurring Payment Authorization.  BY AGREEING TO THIS MEMBERSHIP AGREEMENT, YOU AUTHORIZE US TO AUTOMATICALLY CHARGE THE CARD YOU HAVE SPECIFIED (YOUR “CARD”) (1) FOR THE FIRST RECURRING MONTHLY MEMBERSHIP PAYMENT PLUS THE TRANSACTION FEE, AND APPLICABLE TAXES ON THE DAY YOU AGREE TO THIS MEMBERSHIP AGREEMENT, (2) ON OR ABOUT THE SAME DAY OF EACH MONTH THEREAFTER FOR MONTHLY MEMBERSHIP FEES PLUS APPLICABLE TAXES UNTIL EITHER YOU CANCEL OR WE TERMINATE THIS MEMBERSHIP AGREEMENT IN ACCORDANCE WITH ITS TERMS; (3) IN LIEU OF PRESENTING THE CARD FOR PAYMENT OF ANY GOODS OR SERVICES RECEIVED OR CHARGES INCURRED BY YOU UNDER THIS MEMBERSHIP AGREEMENT; AND (4) ALL ADDITIONAL FEES AND CHARGES INCURRED BY YOU UNDER THIS MEMBERSHIP AGREEMENT, INCLUDING, BUT NOT LIMITED TO, APPLICABLE TAXES, GOVERNMENT FEES, AND THE DEACTIVATION FEE.   During the membership signup process, you must designate an available payment method to pay those amounts you owe under this Membership Agreement.  Urban Air will charge your Card on or about the same day each subsequent month (e.g., if you sign up for membership on the 10th of the month, your Card will be charged on or about the 10th of each month). The amount you owe is due and payable on the date we charge (or attempt to charge) your Card.  For purposes of identification and billing, you agree to provide us with current, accurate, complete, and updated information including your name, address, telephone number, and applicable payment data. You agree to notify us promptly of any changes in your information, including any changes to your method of payment. You may change or update your Card you designate as your payment method or view the amount you owe that will be charged to your Card and the date your Card will be charged on the Urban Air payment portal www.urbanairmembership.com.

YOU ACKNOWLEDGE AND AGREE THAT WE MAY CHANGE THE AMOUNT OF YOUR RECURRING MONTHLY MEMBERSHIP FEES BEGINNING AFTER YOUR 12-MONTH INITIAL MEMBERSHIP TERM PROVIDED WE GIVE YOU WRITTEN NOTICE AT LEAST 30 DAYS IN ADVANCE OF SUCH A CHANGE CONSISTENT WITH THE TERMS OF THIS MEMBERSHIP AGREEMENT. SALES TAXES AND OTHER GOVERNMENT-IMPOSED FEES ARE NOT A PART OF YOUR MONTHLY MEMBERSHIP FEE AND MAY BE ADDED OR ADJUSTED AT ANY TIME WITHOUT NOTICE AS REQUIRED BY LAW.

You are responsible for payment of your monthly membership payments and all other amounts you owe under this Membership Agreement. If Urban Air is unable to obtain payment the first time Urban Air attempts to charge your Card, Urban Air may attempt to charge repeatedly until payment in full is received. It is your responsibility to ensure that the Card you designate is always valid and has not expired. If funds available through your Card are insufficient to cover any payment when due, you are responsible for providing Urban Air access to another acceptable payment method to pay the full amount due. YOU ACKNOWLEDGE THAT IF ANY PAYMENT BY CARD IS NOT COMPLETED (OR IS REVERSED) AT ANY TIME DURING THE TERM OF THIS MEMBERSHIP AGREEMENT, YOUR MEMBERSHIP MAY BE SUSPENDED, AND YOU MAY BE REFUSED ADMISSION TO ANY URBAN AIR ADVENTURE PARK AND ACCESS TO OTHER MEMBERSHIP BENEFITS UNTIL THE AMOUNT YOU OWE IS PAID. FURTHER, YOU ACKNOWLEDGE THAT IF PAYMENT BY CARD IS NOT COMPLETED (OR IS REVERSED) AND REMAINS DUE FOR MORE THAN 30 DAYS, YOUR MEMBERSHIP MAY BE TERMINATED. IF YOUR MEMBERSHIP IS TERMINATED FOR FAILURE TO PAY ANY AMOUNT DUE FOR MORE THAN 30 DAYS DURING YOUR 12-MONTH INITIAL TERM, THE REMAINING MONTHLY MEMBERSHIP PAYMENTS IN YOUR 12-MONTH INITIAL TERM WILL BECOME IMMEDIATELY DUE AND PAYABLE. For example, if your membership is terminated in the tenth month of your initial term, the remaining two monthly payments in the 12-month Initial Term will become due immediately.

Failure to use your membership or your member benefits does not relieve you of responsibility for payment. In addition, regardless of the number of times you use your membership or access your membership benefits, there are no refunds on amounts paid on any membership except as provided in this Membership Agreement.

3. Membership Cancellation.  YOU MAY NOT CANCEL YOUR MEMBERSHIP DURING THE 12-MONTH INITIAL TERM EXCEPT AS PROVIDED HEREIN.  After your 12-month Initial Term, you may cancel your membership at any time online at www.urbanairmembership.com.  Memberships may not be cancelled by telephone, mail, email, or by fax and may only be cancelled as described in this section. Your cancellation request will be effective 10 days after it is received.  Any payments due under this Membership Agreement prior to the cancellation effective date will be charged by us as scheduled.

During the 12-month initial term, you or your estate may cancel your membership if by reason of death or disability you are unable to receive your membership benefits under this Membership Agreement. Upon cancellation due to death or disability, you or your estate shall be relieved from the obligation of making monthly membership payments due after the date of death or the receipt of certification of a physical disability. A physical disability sufficient to warrant cancellation of this Membership Agreement shall be established if you furnish us with a written certification of such disability by a licensed physician, provided the diagnosis or treatment is within the physician’s scope of practice.

During the 12-month initial term, you may cancel your membership if you permanently move your residence more than 25 miles from the location of any Urban Air Adventure Park. Upon Urban Air’s receipt of acceptable written verification of your move, you shall be relieved from the obligation of making monthly membership payments due after receipt of such written verification.

All requests for membership cancellation due to death, disability, or relocation must be submitted in writing with verification of death, disability, or relocation by email to [email protected] or by mail or hand-delivery to the following address: Urban Air, Attn: Membership Support, 2350 Airport Freeway, Suite 505, Bedford, Texas 76022.

4. Membership Suspension. Urban Air may suspend your membership under the following circumstances:

(a)    If Urban Air is unable to successfully charge your Card for monthly membership payments and other amounts you owe at the time they are due, and you do not pay the amounts due in some other way, then the membership passes of all members under this Membership Agreement will be deactivated and all memberships and benefits associated therewith will be suspended. If your membership is suspended due to failure to pay amounts owed, your membership will be immediately reinstated if you pay all monthly membership payments and other amounts that are due (including the Deactivation Fees) before your next payment is due.

(b)    If any member under this Membership Agreement is suspected of violating any provision of this Membership Agreement, any of the membership terms and conditions, or any other rules, regulations, or policies of Urban Air, or is suspected of fighting or rowdy behavior in any Urban Air Adventure Park or allowing someone else to use the member’s membership, Urban Air may suspend any or all of the memberships under this Membership Agreement and deny all members under this Membership Agreement access to any Urban Air Adventure Park while the alleged violation is investigated. Upon conclusion of Urban Air’s investigation and depending upon the findings of such investigation, Urban Air, in its sole discretion, may either reinstate the suspended memberships or immediately terminate such memberships. If a membership is reinstated following an investigation under this section, the member’s monthly membership payments will continue as scheduled and the end date of the member’s Initial or Renewal Term will not change.

Urban Air will notify you if your membership is suspended in writing at the email or other address you provide in this Membership Agreement or any updated address you subsequently provide to us in writing.

You agree to pay a “Deactivation Fee” of $10.00 for each membership under this Membership Agreement that is suspended due to failure to pay amounts owed or due to any confirmed violation of any provision of this Membership Agreement, any of the membership terms and conditions, or any other rules, regulations, or policies of Urban Air or allowing someone else to use your membership, to defray the administrative costs incurred by Urban Air in connection with membership suspension and deactivation of membership passes. During a suspension for failure to pay amounts owed, Urban Air will continue to attempt to collect all amounts due under this Membership Agreement and all such amounts will continue to accrue, including the monthly payments for any or all of the memberships under this Membership Agreement that have been suspended. Urban Air also reserves the right to terminate your Membership Agreement due to failure to pay amounts owed or due to any confirmed violation of any provision of this Membership Agreement, any of the membership terms and conditions, or any other rules, regulations, or policies of Urban Air or, or if you allow someone else to use your membership, consistent with the terms of this Membership Agreement.

5. Membership Termination.  We reserve the right to terminate or refuse to renew your Membership Agreement at any time for any reason not prohibited by law and to collect any delinquent or outstanding balance(s) that has not been paid including for any monthly payments owed. If your membership is terminated, Urban Air will notify you in writing at the email or other address you provide in this Membership Agreement or any updated address you subsequently provide to us in writing. When a membership is terminated, the affected membership pass(es) will be deactivated permanently and the affected member(s) will no longer be eligible to receive any of the benefits of membership. Reasons for membership termination include, without limitation, the following circumstances:

(a) If you fail to pay monthly membership payments or other amounts you owe at the time they are due for more than 30 days (i.e., after you miss two monthly payments).

(b) If you use your membership for commercial purposes, or engage in activity that Urban Air, in its sole discretion, deems improper, including without limitation, allowing someone else to use your membership, fighting or rowdy behavior in any Urban Air Adventure Park, or if Urban Air determines that you or any member under this Membership Agreement violated any provision of this Membership Agreement, any of the membership terms and conditions or any other rules, regulations, or policies of Urban Air.

(c) If Urban Air, in its absolute and sole discretion, for any reason elects to terminate your membership.

If Urban Air elects to terminate your membership and this Membership Agreement effective immediately, for any reason including but not limited to any of the reasons listed in sections (a) or (b) above, any amounts that are owed to Urban Air shall become immediately due and payable, including any monthly payments remaining in the 12-month Initial Term. For example, if Urban Air terminates your membership in the tenth month of your 12-month Initial Term, the remaining two monthly payments in your 12-month Initial Term will become due and payable immediately. You agree that we may charge any and all such fees and costs to your Card on the effective date of the termination of your Membership.

1. Promotional Pass.

THE FOLLOWING PROMOTIONAL PASS AGREEMENT INCLUDES A BINDING INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS HEREUNDER. BY AGREEING TO THIS PROMOTIONAL PASS AGREEMENT, YOU ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ IT AND AGREE TO BE BOUND AS SET FORTH HEREIN.

The words “you” and “your” mean (a) the person(s) agreeing to this Promotional Pass Agreement (“Agreement”), (b) any person who provides payment for the fees described herein, (c) any other person who receives benefits under this Agreement, and (d) any minor on whose behalf a parent or legal guardian agrees to this Agreement. The words “Urban Air,” “we,” “our,” and “us” refer to the separately owned and operated franchisee/legal entity from whom the Promotional Pass was purchased. This Agreement is between you and us and specifically excludes all other third-parties including our franchisor. By entering into this Agreement, you also agree to Urban Air’s Privacy Policy, E-Sign Disclosure and Agreement, and Terms of Use, which are incorporated in this Agreement as if set forth herein. The Privacy Policy describes Urban Air’s information gathering and privacy practices, and the use of your personal information and is available for review at www.urbanairparks.com/privacy-policy. The E-Sign Disclosure and Agreement outlines your agreement to enter into this transaction electronically and receive documents electronically and is available for review at www.urbanairparks.com/esignature-agreement. The Terms of Use describes our agreement regarding the use of the Urban Air websites including, but not limited to, www.urbanairtrampolinepark.com and www.urbanairparks.com  and is available for review at www.urbanairparks.com/terms-of-use.

1. Term. By entering into this Agreement, you are purchasing a paid-in-full Promotional Pass that is that is valid for a fixed term as specified in the offer at the time of purchase (“Term”). The Term begins on the date of purchase and continues for the duration specified in the promotion. The entire pass fee is due at the time of purchase and is non-refundable under all circumstances.  In the event of any discrepancy regarding the expiration date of the Term, the expiration date listed in your online account at www.urbanair.com shall control.
2. Promotional Pass Benefits. During the Term, you may use your Promotional Pass benefits only at the Urban Air Adventure Park where you purchased your Promotional Pass. You will be required to pay the regular admission fee to visit other Urban Air Adventure Parks.  If we later allow your benefits to be used at Urban Air Adventure Parks other than where you purchased your Promotional Pass, we will notify you in writing. In such case, attractions, offerings, and pricing may vary between Urban Air Adventure Parks, certain benefits and attractions may not be available at some Urban Air Adventure Parks, and you may be required to pay a fee to visit other Urban Air Adventure Parks where you did not purchase your Promotional Pass.  Some Promotional Pass benefits may be available on a first come, first served basis with limited supplies and capacity and such benefits are not guaranteed. Promotional Pass benefits may not be available due to closure of the Park for any reason including, but not limited to, private or special events, Park capacity and attendance, unavailability of food, beverages, or merchandise, or other circumstances. Promotional Passes are not valid for special events, including, but not limited to, teen night, summer camps, parent’s night out, private events, fitness classes, or birthday parties, unless specifically included in your Promotional Pass benefits. Your Promotional Pass is for personal use only and is nontransferable, may not be combined with any other offer or promotion, and may not be used to obtain or purchase items or services with the intent to resell such items or services. At our sole discretion, we may change any term or condition of this Agreement or the features, services, and/or benefits provided under this Agreement. We will notify you at least 30 days in advance of any such change becoming effective at the email or other address you provide in this Agreement or any updated address you subsequently provide to us in writing.
3. Payment Authorization.   BY ENTERING INTO THIS AGREEMENT, YOU AUTHORIZE US TO CHARGE THE CARD YOU HAVE SPECIFIED (YOUR “CARD”) FOR THE COST OF THE PROMOTIONAL PASS, TRANSACTION FEE, AND APPLICABLE TAXES ON THE DAY YOU AGREE TO THIS AGREEMENT.

4. Cancellation, Suspension, and Termination.

   4.1 Cancellation. You may not cancel, terminate, or pause your Promotional Pass during the Term.

   4.2 Suspension. Urban Air may suspend your Promotional Pass if any Promotional Pass holder under this Agreement is suspected of violating any provision of this Agreement, any of the terms and conditions, any other rules, regulations, or policies of Urban Air, or is suspected of fighting or rowdy behavior in any Urban Air Adventure Park or allowing someone else to use the Promotional Pass. Urban Air may suspend any or all of the Promotional Passes under this Agreement and deny all pass holders under this Agreement access to any Urban Air Adventure Park while the alleged violation is investigated. If your Promotional Pass is suspended, Urban Air will notify you in writing at the email or other address you provide in this Agreement or any updated address you subsequently provide to us in writing. Upon conclusion of Urban Air’s investigation and depending upon the findings of such investigation, Urban Air, in its sole discretion, may either reinstate the suspended or terminate the Promotional Pass. Urban Air will notify you if your Promotional Pass is suspended in writing at the email or other address you provide in this Agreement or any updated address you subsequently provide to us in writing.  You will not be entitled to a refund of any fees paid for the Promotional Pass if or while your pass(es) is suspended.

   4.3 Termination.  We reserve the right to terminate your Promotional Pass at any time for any reason not prohibited by law. If your Promotional Pass is terminated, Urban Air will notify you in writing at the email or other address you provide in this Agreement or any updated address you subsequently provide to us in writing. When a Promotional Pass is terminated, the affected pass(es) will be deactivated permanently and the affected pass holder(s) will no longer be eligible to receive any of the benefits. Reasons for termination include, without limitation, the following circumstances: (1) if you use your Promotional Pass for commercial purposes, (2) engage in activity that Urban Air, in its sole discretion, deems improper, including without limitation, allowing someone else to use your Promotional Pass, (3) failure to follow posted rules, fighting or rowdy behavior in any Urban Air Adventure Park, or (4) if Urban Air determines that you or any Promotional Pass holder under this Agreement violated any provision of this Agreement, any of the terms and conditions hereof, or any other rules, regulations, or policies of Urban Air.

5. Binding Individual Arbitration and Class Action Waiver. Any disputes arising out of or relating to this Agreement or your use of any of Urban Air Adventure Park (collectively defined as “Disputes”) shall be governed by Texas law, unless prohibited by law, regardless of your country or state of origin or the location where you purchase your Promotional Pass or the location of any Urban Air Adventure Park you visit, and notwithstanding any conflicts of law principles. ANY DISPUTES SHALL BE RESOLVED BY FINAL AND BINDING INDIVIDUAL ARBITRATION, RATHER THAN IN COURT, AND WITHOUT A JURY. Any dispute or claim in any way involving the Activities, one or more of the Protected Parties, breach of this Agreement, property damage, personal injury (including death), or the scope, arbitrability, or validity of this Agreement shall be brought by you in your individual capacity and not as a plaintiff or class member in any purported class or representative capacity, and resolved by binding arbitration before a single arbitrator administered by the American Arbitration Association (AAA) per its Commercial Industry Arbitration Rules in effect at the time the demand for arbitration is filed (available at www.adr.org). The arbitrator may award injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. Except as may be required by law, neither you nor an arbitrator may disclose the existence, content, or results of any arbitration under this section without the prior written consent of all parties. The decision of the arbitrator will be final and binding on all parties to the dispute; however, the arbitrator is bound by the terms of this Agreement and the parties’ delegation of authority to the arbitrator under this Agreement. The arbitrator will have no authority or power to: (a) stay the effectiveness of any pending termination of this Agreement; (b) assess punitive or exemplary damages; or (c) make any award that extends, modifies, or suspends any lawful term of this Agreement. The arbitrator must also follow the applicable law and may not disregard the law based on principles of justice or equity that are not a specific part of the applicable law. Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement and this Arbitration and Class Action Waiver provision, and who are proper parties to the Arbitration, shall be submitted to and exclusively decided by the Arbitrator. A judgment may be entered upon the arbitration award in any federal or state court having jurisdiction and enforced in accordance with the Federal Arbitration Act and applicable rules of arbitration provided the confidentiality obligations under this Agreement are not violated. Reasonable Arbitration costs and documented attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses. YOU MAY OPT OUT OF BINDING ARBITRATION AND THIS CLASS ACTION AND JURY TRIAL WAIVER BY NOTIFYING US IN WRITING WITHIN 30 DAYS OF SIGNING THIS AGREEMENT UNLESS A LONGER PERIOD IS REQUIRED BY LAW. This Arbitration and Class Action Waiver provision and waiver of jury trial shall survive expiration or termination of this Agreement.
6. Waiver of Jury Trial. TO THE EXTENT PERMITTED BY LAW, YOU AND URBAN AIR KNOWINGLY, willingly, AND VOLUNTARILY, WITH FULL AWARENESS OF THE LEGAL CONSEQUENCES, AFTER CONSULTING WITH COUNSEL (OR AFTER HAVING WAIVED THE OPPORTUNITY TO CONSULT WITH COUNSEL) AGREE TO WAIVE THEIR RIGHT TO a JURY TRIAL OF ANY DISPUTE AND TO RESOLVE ANY AND ALL DISPUTES THROUGH ARBITRATION.  The right to a trial by jury is a right parties would or might otherwise have had under the Constitutions of the United States of America and the state in which the Premises is located.
7. Limitation of Actions and Remedies. Any dispute arising under this Agreement, due to your participation in the Activities, or in any way involving the Protected Parties must be initiated within two years and one day of the date the Dispute accrues, unless otherwise prohibited by law. If a dispute is not initiated within two years and one day of the date the Dispute accrues, you and we waive all such disputes and claims arising out of or related to this Agreement. IN NO EVENT SHALL ANY AWARD RELATED TO ANY DISPUTE OR CLAIM ARISING OUT OF OR RELATED TO ANY SUCH DISPUTE OR THIS AGREEMENT EXCEED THE TOTAL OF FEES PAID BY UNDER THIS AGREEMENT. YOU AND WE EXPRESSLY AGREE TO WAIVE THE REMEDY OF RESCISSION WITH RESPECT TO ANY DISPUTE OR ANY CLAIM ARISING OUT OF OR RELATED TO ANY SUCH DISPUTE OR THIS AGREEMENT.

8. Communications and Authorization for Phone Calls and Text Messages. By providing your phone number during the enrollment process and signing this Agreement, you consent to and authorize Urban Air and its agents and representatives to call or send you text messages to the number you provide regarding (1) account balances or transactions or (2) Urban Air promotions or advertising. You acknowledge that these calls or text messages may be sent via auto-dialer and that standard message and data rates may apply. You are not required to authorize calls or text messages to become a member or to enter this Agreement, and you may opt-out at any time by request if called or by replying “STOP” in response to a message. You further agree that Urban Air, any Urban Air Adventure Park, or our or their owners or agents may contact you via mail or email for any purpose and that any debt collection agency or attorney hired by Urban Air may contact you by phone, text message, mail, or email in an effort to recover any unpaid amount due to Urban Air under this Agreement. Further, you agree that you will send any legal notice or other notice or information that you are required by law to provide or deliver to Urban Air by email to [email protected] or by mail or hand-delivery to the following address: Urban Air, Attn: Membership Support, 2350 Airport Freeway, Suite 505, Bedford, Texas 76022.
9. Use of Personal Information, Image, Likeness, and/or Voice. Urban Air will take, and you agree to the taking and Urban Air’s storage and use of, an image of you under this Agreement for purposes of identification for the Promotional Pass. Urban Air will retain such image in its computerized system. Urban Air also may photograph, record on audio or video, or otherwise record your presence or use of any Urban Air Adventure Park. In exchange for your use of any Urban Air Adventure Park, you understand, acknowledge, and agree that you may be photographed, recorded on audio or video, or otherwise recorded while at any Urban Air Adventure Park and hereby agree and consent for all purposes to the sale, reproduction, or use in any manner of any such photograph, audio, video, or other recording or depiction of your likeness and/or voice whatsoever by us, any Urban Air Adventure Park, and any nominee or designee of us or them, including without limitation any agency, client, periodical or other publication, in all forms of media, whether now or hereafter devised, throughout the world and in perpetuity, and in all manners, including without limitation advertising, trade, display, editorial, art, and exhibition. You further understand and agree that any such photograph, audio, video, or other recording or depiction of your likeness and/or voice may be modified, altered, cropped, and combined with other content such as images, video, audio, text, and graphics, and hereby waive any right that you may have to inspect or approve any finished image, video, or audio containing a depiction of your likeness or voice. You further agree that Urban Air and/or any Urban Air Adventure Park you may visit or owner thereof may use any information gathered in this form or through your use of any Urban Air Adventure Park, provided the information does not personally identify you or provide facts that could lead to your identification, for any purpose, including without limitation research, product and program improvements, and statistical purposes. You agree to hold harmless and indemnify Urban Air and any Urban Air Adventure Park you may visit or owner thereof from and against any and all liability, damage, loss, and/or claims of any kind or nature whatsoever, including, without limitation, any and all claims and demands relating to libel, invasion of privacy, and violation of publicity rights.
10. Transferability. Urban Air may transfer this Agreement at any time and without notifying you, but you agree that you may not sell your benefits under this Agreement at any time.
11. Entire Agreement. You acknowledge and agree that this Agreement and the incorporated Urban Air Privacy Policy, E-Sign Disclosure and Agreement, and Terms of Use as amended and modified constitute the entire agreement and supersede any prior agreement or representations made between you and Urban Air, either written or oral, and may only be modified in writing (save and except any waiver, release, and indemnification agreement you may have signed previously). This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective heirs, executors, administrators, successors, and assigns. Except as expressly provided herein, you warrant that you are not relying on, and that neither Urban Air nor its employees, agents, representatives, or franchisees have made and specifically negate and disclaim, any representations, warranties, promises, covenants, agreements, or guaranties of any kind or character whatsoever, either express or implied, oral or written, past, present, or future, of, as to, or concerning or with respect to this Agreement.
12. Severability. If any part of this Agreement shall be held invalid, that part shall be deemed excluded from this Agreement and the remainder of the Agreement shall remain in full force and effect.
13. Waiver. The terms and conditions contained herein may be waived only by written instrument executed by the party waiving compliance.  Any such waiver shall only be effective in the specific instance and for the specific purpose for which it is given and shall not be deemed a waiver of any other provision. Urban Air may delay enforcement of any of the provisions of this Agreement, including your promise to make timely payments, without waiving or losing its right to enforce the same or any other provision later.