MEMBERSHIP AGREEMENT

This Membership Agreement (this “Agreement”) sets forth the terms and conditions of your Private Fairway Midway - Moonshot, LLC membership. If you have any questions, please feel free to consult any member of our staff for assistance.

PRIVATE FAIRWAY MIDWAY - MOONSHOT, LLC MEMBERSHIP TERMS AND CONDITIONS

1. MEMBERSHIPS: Private Fairway Midway - Moonshot, LLC currently offers a monthly and annual memberships at select locations. These memberships will collectively be referred to as “Monthly Memberships” in this Agreement. A guest must be 18 to purchase recurring monthly or annual memberships as listed below in a, b, c & d.

2. MEMBERSHIP TERMS: If you choose a Membership, you will be subject to the Terms and Conditions contained in this Agreement. If you choose a Monthly Membership, you agree that as a condition of your continued membership at Private Fairway Midway - Moonshot, LLC, you authorize Private Fairway Midway - Moonshot, LLC or its agent to charge your Payment Card the Monthly Membership Fee (plus applicable taxes), in effect from time to time and which may change, on each monthly periodic anniversary date of your membership, until your Monthly Membership is canceled, as set forth in Paragraph 17 below. For example, if your Monthly Membership began on June 19, your periodic anniversary date is the 19th of each month, and your Payment Card will be charged for the Monthly Membership Fee on that date each month. If your monthly periodic anniversary date falls on a date that is not contained in your anniversary month (for example, if your paid membership started on the 31st day of a month), your Payment Card will be charged on the last day of that month. You will not be provided with copies of charge slips evidencing the recurring charges of the Monthly Membership Fee unless requested. You agree to pay the Monthly Membership Fee (plus taxes) in accordance with your Payment Card issuer agreement, if applicable. You also authorize Private Fairway Midway - Moonshot, LLC to charge your Payment Card for any other charges you may incur associated with your Monthly Membership.

MEMBERSHIP BENEFITS: Private Fairway Midway - Moonshot, LLC reserves the right to choose which Membership Benefits are available only to the Individual Member.

a. ANNUAL UNLIMITED MEMBERSHIPS

Annual Unlimited Memberships begin as an initial twelve (12) month term (the “Membership Initial Term”) that, if not terminated at the end of the initial 12-month period, continue as a year-to-year membership for the convenience of the Member until terminated in accordance with this Agreement. The membership application fee and 12-month Pre-Paid Membership Fee is due upon signing. Pre-Paid annual fees are non-refundable. Each Membership account purchased is good for one Private Fairway Midway - Moonshot, LLC member and their guests. Each Membership account can only be used in one Private Fairway Midway - Moonshot, LLC location at a time. Member must be present with guests at all times.  Unlimited members may hold up to three (3) active 50-minute sessions each week.  They may book additional sessions as soon as one of the initial sessions is used.

b. MONTHLY UNLIMITED MEMBERSHIPS

Monthly Unlimited Memberships begin as an initial one (1) month term (the “Membership Initial Term”) that, if not terminated at the end of the initial 1-month period, continue as a month-to-month membership for the convenience of the Member until terminated in accordance with this Agreement. The Membership application fee and first month membership fee is due upon signing. Pre-Paid monthly fees are non-refundable. Each Membership account purchased is good for one Private Fairway Midway - Moonshot, LLC member and their guests. Each Membership account can only be used in one Private Fairway Midway - Moonshot, LLC location at a time. Member must be present with guests at all times.  Unlimited members may hold up to three (3) active 50-minute sessions each week.  They may book additional sessions as soon as one of the initial sessions is used.

c. CORPORATE MEMBERSHIPS

Corporate Memberships are available as monthly membership or annual twelve (12) month term (the “Membership Initial Term”) that, if not terminated at the end of the initial period, continue as annual or monthly memberships for the convenience of the Member until terminated in accordance with this Agreement. The Corporate Membership application fee 12-month Pre-Paid Membership Fee is due upon signing. The Monthly Corporate Membership application fee first month membership are due upon signing. Pre-Paid Membership Fees are non-refundable. Corporate memberships allow the membership entity four (4) keys for four authorized users and twenty (20) sessions each month.  Additional sessions may be purchased at current per session rates.  All corporate member authorized users must sign the liability waiver.

 

c. LIMITED SESSION MEMBERS – Punch Passes

Limited Session Memberships or punch passes are available. Purchased sessions are valid for 12 months from the date of purchase and can be used according to the limits of the membership. The cost for punch passes varies and are published on the Private Fairways web site. Additional sessions may be purchased at current per session.  All limited session members must sign the liability waiver.

3.  MEMBER GUESTS: Members may bring up to three (3) guests per visit.  Members are responsible for all guests and guests must sign the Private Fairways Member Guest Waiver to be on the premises.  Guests under 18 must accompanied by a parent or legal guardian. Guests must be accompanied by the Private Fairway member at all times.  Members may not loan their key or leave guests unattended.

4. PAYMENT CARDS: VISA®, MASTERCARD®, or AMERICAN EXPRESS® credit card through the Private Fairway Midway - Moonshot, LLC website for any membership. Any such credit or check card shall be referred to as the “Payment Card”. You also authorize Private Fairway Midway - Moonshot, LLC to place a pending charge to your Payment Card when you sign up for any membership and prior to each subsequent periodic charge for Monthly Membership. Pending charges are used to verify your billing address and the validity of your Payment Card, are temporary (typically 3 to 7 days in length) and will not be converted into an actual charge to you. Pending charges, while pending, will, however, reduce the available amount of credit on your Payment Card in the amount of $1 per $1 of pending charge. You also authorize Private Fairway Midway - Moonshot, LLC to charge your Payment Card for any other charges you may incur associated with your Monthly Membership, if applicable.

5. PAYMENT

a. MONTHLY BILLING

FEES RELATING TO YOUR PAYMENT CARD. You are solely responsible for any and all fees charged to your Payment Card by the issuer, bank or financial institution including, but not limited to, membership, overdraft, insufficient funds and over the credit limit fees. Cash or check will not be accepted for monthly billing.

EXPIRATION DATE AND REFUSAL OF CHARGES TO YOUR PAYMENT CARD. If your Payment Card reaches its expiration date, your failure to cancel your Monthly Membership constitutes authorization for Private Fairway Midway - Moonshot, LLC to continue billing that Payment Card. If your Payment Card for any reason will not accept charges for any periodic Monthly Membership Fee, your Monthly Membership will be immediately suspended until payment is collected. For the 60 days immediately following the suspension day, Private Fairway Midway - Moonshot, LLC may attempt to charge the Payment Card the periodic Monthly Membership Fee every 10 days. If the charge is accepted, then your Monthly Membership benefits will be reinstated as of the date the charge is accepted. In order for your membership to be reinstated, you must make your Payment Card information valid by either rectifying the issue with the Payment Card issuer or providing new Payment Card information by contacting Member Services. If Private Fairway Midway - Moonshot, LLC is able to charge your Payment Card (existing or new, if you have provided new Payment Card information) and any past due Private Fairway Midway - Moonshot, LLC membership fees are paid, then your Monthly Membership benefits will continue uninterrupted and this Payment Card will be used to charge the applicable periodic membership fee for each consecutive renewal period until your Monthly Membership is cancelled (your original anniversary date will still apply) and will be your Payment Card for all purposes. If Private Fairway Midway - Moonshot, LLC is unable to charge your Payment Card (existing or new) for 3 consecutive billing dates, your Monthly Membership will be terminated and you will not be able to use your membership or any associated perks at any Private Fairway Midway - Moonshot, LLC location. If Private Fairway Midway - Moonshot, LLC terminates your membership, you must immediately surrender your membership key and you will remain liable for all unpaid dues (including any Monthly Membership charges and all other charges against your account). If your membership is terminated by Private Fairway Midway - Moonshot, LLC, you will not receive a refund on any amounts paid under any type of membership.

From time to time, Private Fairway Midway - Moonshot, LLC may avail itself of account updating services provided by the Payment Card industry, including, without limitation, VISA’s Account Updater program or MasterCard’s Automatic Billing Updater program. By enrolling in a Monthly Membership, you hereby agree and authorize Private Fairway Midway - Moonshot, LLC to update your Payment Card or similar account information and charge any updated Payment Card in accordance with the terms and conditions of such account updating programs.

SERVICE CHARGES: You agree to pay a $20.00 charge (plus applicable taxes) for all rejected payments, whether by Payment Card, or Pre-Authorized/credit card auto debit system. Any arrears of dues owed to Private Fairway Midway - Moonshot, LLC will bear interest at 18% per annum (subject to applicable usury laws).

b. ANNUAL PAYMENT

Members have the option of paying for the entire 12-month initial term (rather than monthly billing) upon signing this Agreement, and will pay their 12-month term and initiation fee in full by corporate check, VISA®, MASTERCARD®, or AMERICAN EXPRESS® credit card or VISA or MASTERCARD check card (check card must bear the VISA or MASTERCARD logo). Upon the completion of the initial 12-month term, Member may choose to provide payment as stated in sections 3 and 4a for monthly billing, or remit payment in full for an additional 12-month term. Payments made to Private Fairway Midway - Moonshot, LLC for Annual Memberships are non-refundable.

If a Monthly Membership is paid in full by the Member’s employer, the employer holds the right to the Membership account in the event the member is no longer employed by said company, for any reason, through the end of the paid term.

6. SUSPENSION/TERMINATION: Private Fairway Midway - Moonshot, LLC may suspend or terminate your membership at any time for any breach of this Agreement or for any other reason by giving you written or oral notice of such termination, with or without cause. If Private Fairway Midway - Moonshot, LLC terminates your membership, you must immediately surrender your membership key and you will remain liable for all unpaid dues (including any Monthly Membership charges and all other charges against your account). If your membership is terminated by Private Fairway Midway - Moonshot, LLC, you will not receive a refund on any amounts paid under any type of membership.

7. DEFAULT: If you default on any payment due under this Agreement, Private Fairway Midway - Moonshot, LLC may declare all or any of the future payments to be made under this Agreement immediately due and payable.

8. CHANGES TO POLICIES, FACILITIES, AND PROGRAM: Private Fairway Midway - Moonshot, LLC may introduce new facilities or programs from time to time, which may be available to Members for an additional fee. Private Fairway Midway - Moonshot, LLC may publish and amend policies and regulations for the facilities, or modify its fees for membership, from time to time and for any reason. You acknowledge that Private Fairway Midway - Moonshot, LLC may change membership fees at any time; provided, however, that Private Fairway Midway - Moonshot, LLC will give prior notice via e-mail to Monthly Membership holders of any change to the periodic membership fees. You agree that, unless you cancel your applicable Monthly Membership prior to the effective date of the change, you will be charged the new applicable periodic Monthly Membership Fee (plus applicable taxes) on each periodic anniversary date after the effective date of such change, and you authorize Private Fairway Midway - Moonshot, LLC to charge the new periodic Monthly Membership Fee (plus applicable taxes) to your Payment Card. Private Fairway Midway - Moonshot, LLC reserves the right to suspend, modify or end the membership program without prior notice, in its sole discretion. You agree that membership at Private Fairway Midway - Moonshot, LLC does not involve an extension of credit or a retail installment sale since Private Fairway Midway - Moonshot, LLC does not impose a finance charge and you may cancel membership at any time. Void where prohibited.

9. MEMBERSHIP KEYS: You agree for lost Membership cards you will pay a $25.00 fee for each replacement key required, the cost of which may be changed by Private Fairway Midway - Moonshot, LLC at any time without prior notice. You agree that you will not share or loan your Monthly Membership playing card at any time.

10. HOURS OF OPERATION: From time to time, Private Fairway Midway - Moonshot, LLC may make reasonable changes to the days and hours that our facilities are open for business. You understand that Private Fairway Midway - Moonshot, LLC will be busier at some times than others on different days of the week.

11. PICTURE IDENTIFICATION/SIGN IN: You agree to have your picture taken for Private Fairway Midway - Moonshot, LLC’s internal purposes upon joining, if requested by Private Fairway Midway - Moonshot, LLC. Members may not loan their membership keys to anyone. Members must be in good standing (for example, your account must be paid to date) to be eligible for any Private Fairway Midway - Moonshot, LLC membership.

12. WAIVER: You understand that your use of Private Fairway Midway - Moonshot, LLC facilities will be undertaken at your sole risk. You agree that you are voluntarily participating in activities and using the facilities and premises (including the parking lot) and you assume all risk of injury, illness, damage or loss to you or your property that might result, including, without limitation, any loss or theft of any personal property.

You agree that Private Fairway Midway - Moonshot, LLC, its officers, directors, employees, and agents will not be liable for any claims, demands, injuries, damages, actions or causes of actions whatsoever in respect of you or your property (including lost or damaged personal possessions), arising out of or connected with the use of any of the services and/or facilities of Private Fairway Midway - Moonshot, LLC. You expressly release and discharge Private Fairway Midway - Moonshot, LLC, its officers, directors, employees, and agents from all such claims, demands, injuries, damages, actions or cause of action, notwithstanding any negligence on the part of one or more of them.

13. SAFETY: By playing at any Private Fairway Midway - Moonshot, LLC facility, you agree to abide by the following safety rules, as well as other safety rules posted at the facility and/or online:

• Obey all verbal and posted rules and instructions. Use common sense to protect yourself and others.

• Members and guests must hit from the mat. No running starts or other movement that would move your feet from the mat during your swing are allowed.

• Only the player taking a turn is allowed near or on the mat. All other guests must stand as safe distance behind at all times until their turn to hit. Members and guests are responsible for the safety of others around them and should always check their surroundings before swinging a club.

• Guests under 16 should be supervised by an adult when playing.

14. VIOLATION OF POSTED RULES AND REGULATIONS: All Members and guests are subject to compliance with any rules and regulations of Private Fairway Midway - Moonshot, LLC that may be posted from time to time at the facility and/or online. In the event that a Member fails to comply with said rules and regulations, Private Fairway Midway - Moonshot, LLC may (1) suspend all membership privileges or (2) void this Agreement and revoke all membership privileges. Private Fairway Midway - Moonshot, LLC reserves the right to amend or alter these rules and regulations at any time in our sole discretion. All amendments to these rules and regulations are effective immediately.

15. DRESS CODE/PERSONAL CONDUCT: Appropriate clothing and footwear is required within the facility at all times. Bare feet are not acceptable anywhere at Private Fairway Midway - Moonshot, LLC. Inappropriate, foul and/or lewd language or behavior is not acceptable and will result in suspension of your membership.  Smoking, vaping or consumption of alcohol or drugs is forbidden.

Members and guests are subject to the control and guidance of the Private Fairway Midway - Moonshot, LLC staff and must follow their instructions while at Private Fairway Midway - Moonshot, LLC. Members and guests agree to conduct themselves in a well-mannered fashion when in or about Private Fairway Midway - Moonshot, LLC and not cause any disturbances or interfere with the safe use or enjoyment of Private Fairway Midway - Moonshot, LLC by other members and guests.

16. DAMAGE TO FACILITIES: You agree to pay for damage to Private Fairway Midway - Moonshot, LLC equipment and premises and third party property outside of Private Fairway Midway - Moonshot, LLC caused by you and/or your guests (or guests’) careless use of equipment or other intentional or negligent acts.

17. TEMPORARY CLOSURE: Private Fairway Midway - Moonshot, LLC may temporarily close the facilities in its sole discretion for any reason including, without limitation, in the case of inclement weather. Members and guests are immediately required to comply with announcements and staff instructions regarding weather-related stoppages.

18. EARLY TERMINATION BY PRIVATE FAIRWAY MIDWAY - MOONSHOT, LLC: Private Fairway Midway - Moonshot, LLC may terminate this Agreement, effective immediately upon written notice to the member, for breach of terms and conditions, or policies or regulations adopted by Private Fairway Midway - Moonshot, LLC from time to time. Private Fairway Midway - Moonshot, LLC may terminate this Agreement without cause if a 30 day notice is given to the Member.

19. TERMINATION BY MEMBER: Termination by Members shall be in accordance with the following:

Annual Memberships still in the Initial Term may be terminated with thirty (30) days written notice. A Monthly Membership past the Monthly Membership Initial Term may also be terminated with thirty (30) days written notice, however, you will be charged for any additional renewals that occur within the 30 day notice period. To cancel your Monthly Membership, contact Member Services. There are no refunds for any time period (or portions thereof) already billed or paid for.

20. LIMITATION OF LIABILITY: Recovery for any breach of this Agreement by Private Fairway Midway - Moonshot, LLC is strictly limited to the amount you have paid to Private Fairway Midway - Moonshot, LLC, and you agree that recovery of incidental and consequential damages are not a remedy available to you.

21. USE OF PRIVATE FAIRWAY MIDWAY - MOONSHOT, LLC NAME/LOGO/IMAGES: All promotional and display materials relating to the Event, including any images or materials (collectively, “Images”), that refer to or depict the Private Fairway Midway - Moonshot, LLC venue or Private Fairway Midway - Moonshot, LLC’s name, logo, symbol, trademark or tradename (collectively, “Private Fairway Midway - Moonshot, LLC Marks”) shall be subject to Private Fairway Midway - Moonshot, LLC's prior written approval. Client may not use or display any names, symbols, logos, trade names or trademarks owned by (or identified with) any third party in connection with the Event without the prior written approval of Private Fairway Midway - Moonshot, LLC. Client has no rights or interests in any intellectual property owned or licensed by Private Fairway Midway - Moonshot, LLC. Images may not be used to state or imply the endorsement by Private Fairway Midway - Moonshot, LLC or of any Private Fairway Midway - Moonshot, LLC personnel with any a commercial product, process or service, or used in any other manner that might mislead or imply any approval, sponsorship, endorsement or affiliation between the Client and Private Fairway Midway - Moonshot, LLC. Commercials or other promotional messages may not be filmed at the Private Fairway Midway - Moonshot, LLC venue unless the Client enters into a separate agreement with Private Fairway Midway - Moonshot, LLC expressly permitting such use. Client may not use trademarks, logos or other content that is confusingly similar to the Private Fairway Midway - Moonshot, LLC Marks. Please note that permission is at Private Fairway Midway - Moonshot, LLC’s sole discretion and, if granted, will only be granted under certain conditions and/or subject to the Client entering into an agreement with Private Fairway Midway - Moonshot, LLC.

22. MISCELLANEOUS:

NON WAIVER: No waiver of any provision in this Agreement shall constitute a waiver of any other provision nor shall any waiver constitute a continuing waiver.

ASSIGNMENT: Private Fairway Midway - Moonshot, LLC may assign this Agreement, and, provided that the assignee agrees to assume the obligations of Private Fairway Midway - Moonshot, LLC in this Agreement, then Private Fairway Midway - Moonshot, LLC will be fully relieved of those obligations upon notice to you of the assignment. You understand that you may not assign your membership to another person.

GOVERNING LAW: This Agreement is governed by the laws of the State of Utah, and the parties hereto agree to the venue of the District Court of Utah County.

INVALID PROVISIONS: If any part of this Agreement is found to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect.

ENTIRE AGREEMENT & DEFINITION: This document incorporates the entire Agreement between Members and Private Fairway Midway - Moonshot, LLC. Private Fairway Midway - Moonshot, LLC reserves the right to modify this Agreement from time to time. There are no representations, warranties, terms, conditions, undertakings or collateral agreements express, implied or statutory, between us except as specified in this document.

I HAVE READ, UNDERSTAND, AND AGREE TO ALL OF THE INFORMATION UNDER THE TERMS, CONDITIONS AND POLICIES OF THIS MEMBERSHIP AGREEMENT. IN ADDITION, I UNDERSTAND AND AGREE THAT THE ASSUMPTION OF RISK, WAIVER AND RELEASE OF ALL CLAIMS PROVISIONS SET FORTH IN THE TERMS AND CONDITIONS OF THIS AGREEMENT ARE IN EFFECT THROUGHOUT MY MEMBERSHIP WITH PRIVATE FAIRWAY MIDWAY - MOONSHOT, LLC. I ALSO UNDERSTAND AND AGREE THAT IF MY MEMBERSHIP IS INTERRUPTED FOR ANY REASON, THIS AGREEMENT WILL REMAIN IN EFFECT DURING THE PERIOD OF INTERRUPTION AS WELL AS AFTER THE MEMBERSHIP IS REINSTATED. THIS AGREEMENT IS THE ENTIRE AGREEMENT, AND NO VERBAL OR OTHER AGREEMENTS HAVE BEEN MADE TO ALTER THE TERMS OF THIS AGREEMENT.