This Passport Program Membership Agreement is entered into by and between The Ninja Passport LLC (“TNP”), a Colorado limited liability company, and the Member identified above. The purpose of this Agreement is to provide the terms and conditions governing the Member’s (and Junior Adventurer’s, if applicable) participation in The Ninja Passport™ discount ninja gym membership program (the “Passport Program”). By authorizing this Agreement, the Member agrees to participate in the Passport Program in accordance with the Terms and Conditions set forth below.
TERMS AND CONDITIONS
- The Passport Program. The Passport Program is a membership program that allows its Members (or their designated Junior Adventurers) to receive free and/or discounted entry to open gyms and classes at participating “ninja warrior” style gym facilities, to participate on the TNP website at www.theninjapassport.com (the “Website”), and to receive such other benefits as may be determined from time to time by TNP in its discretion.
- Membership Fee. The Membership Fee as currently listed on the Website must be paid prior to activation of a Membership. Membership Fees are non-refundable except as expressly permitted by this Agreement. If the Member is under 18 years old, Membership Fees must be authorized by a parent or legal guardian on the Member’s behalf.
- Term. Membership is good for one (1) year from the date this Agreement is authorized, unless earlier terminated in accordance with this Agreement. Memberships will automatically renew each year using the credit card on file. Members may cancel their renewal at any time, and will receive a full refund on any renewal completed within one month of the renewal if no offers have been redeemed during that month. Upon termination or expiration of a membership, unless renewed, all benefits of membership shall cease.
- Membership Eligibility: Only individuals 13 years old or older are eligible to become Members. Any Member under age 18 must have a parent or legal guardian acknowledge and approve this Agreement. Membership may be approved or denied by TNP in its sole discretion (provided that any Membership Fee paid shall be refunded in the event membership is denied). Individuals under 13 years old may not become Members; however, Members may name a child or dependent under age 13 as a “Junior Adventurer” and provide access to membership benefits as authorized by such Member. No single individual may utilize the Gym Benefits of more than one membership.
- Junior Adventurers. Members may name a child or dependent under age 13 as a Junior Adventurer. By naming a Junior Adventurer under the Member’s account, the Member agrees that (a) the Junior Adventurer will have the sole right to use the Gym Benefits under the Member’s account, (b) the Member shall not be entitled to use such Gym Benefits, and (c) the Member represents that the Junior Adventurer is their child or dependent and has their permission to utilize the Gym Benefits. Members may use the Junior Adventurer’s name in connection with their membership for purposes of Website functions such as leaderboards; provided, however, that Website access and use is provided for the Member’s use only and Junior Adventurers under 13 years old are not themselves authorized to access or use the Website. If a Member desires to authorize more than one child or dependent as a Junior Adventurer, the Member must sign up for a separate membership for each child or dependent. Members are legally responsible for all actions by their Junior Adventurers, including without limitation any breach or violation of this Agreement.
- Gym Benefits. Members or their Junior Adventurers receive free and/or discounted entry to open gym sessions and classes at participating gyms as listed and updated from time to time on the Website (the “Gym Benefits”). Gym benefits may not be utilized at gyms where the Member or Junior Adventurer is already a member of such gym. TNP continually works to bring new gym facilities into the Passport Program, and to increase the Gym Benefits available to Members at existing gym facilities. Please note, however, that the list of participating gyms, the benefits offered by each gym, and any restrictions on use of the gym are determined by the individual gyms and may change from time to time and TNP therefore cannot guarantee that any particular gym or gyms will continue to participate in the Passport Program for any specific length of time, or will continue to provide the same benefits to Members. Members are advised to call gym facilities in advance to ensure availability and eligibility at the time of a visit. TNP does not share ownership with, and is not otherwise affiliated with, any of the gyms that participate in the Passport Program, and is not responsible or liable for the actions or omissions of any participating gym facilities. Members and Junior Adventurers are responsible for complying with all applicable laws, rules, and regulations while utilizing participating gym facilities or otherwise utilizing the Passport Program benefits. Gym facilities may require approval or presence of a parent or legal guardian for access by Members under 18 years old.
- Personal Use Only. Membership in the Passport Program is for personal use by the Member (or use of Gym Benefits by a single Junior Adventurer) only and may not be used for any commercial purpose, assigned, or resold. Membership may not be shared, transferred or assigned.
- Limitation of Liability. You acknowledge and agree that TNP is not responsible for any injuries or damages to you, YOUR JUNIOR ADVENTURERS, AND/OR others that may occur at any gym facility, while using the Passport Program or otherwise, and you hereby waive and release TNP from liability for any claims related to such injuries or damages AnD AGREE TO INDEMNIFY AND HOLD HARMLESS TNP AGAINST ANY CLAIMS FOR SUCH DAMAGES.
IF THIS AGREEMENT IS AUTHORIZED BY A PARENT OR LEGAL GUARDIAN ON BEHALF OF A MEMBER THAT IS A MINOR, THE PARENT OR LEGAL GUARDIAN HEREBY AGREES TO WAIVE, RELEASE, AND INDEMNIFY TNP FROM AND AGAINST ANY LIABILITY IN ACCORDANCE WITH THE PRECEDING PARAGRAPH.
- Disclaimer of Warranties. TNP makes no guarantees or warranties regarding the results of participation in the PASSPORT PROGRAM and hereby disclaims all express or implied warranties, including without limitation all warranties of merchantability or fitness for a particular purpose.
- Updates to this Agreement. This Agreement may be updated from time to time by TNP, and any such updates shall take effect upon provision of notice of such updates. You will be deemed to have consented to any such updates unless you opt out of such update by written notice to TNP within thirty (30) days after receiving notice of such update, in which event your Membership may be cancelled and a pro-rata refund of your Membership Fee issued.
- Notices. Notices pursuant to this Agreement will be sent via email to Members using the contact information provided to TNP, and may be sent to TNP at firstname.lastname@example.org (or such other email as may be provided in writing in the future).
- Governing Law; Dispute Resolution; Legal Fees. This Agreement shall be governed by Colorado law. The parties agree to attempt to resolve any disputes that may arise under this Agreement informally in good faith, and in the event such disputes are not resolved, to participate in at least one full day of mediation of such disputes in front of a neutral mediator in Boulder or Denver, Colorado, with the cost of such mediation to be split equally by the parties. In the event such informal dispute resolution fails, any legal action brought under or arising from this Agreement shall be brought only in the courts of Boulder or Denver, Colorado, and the parties hereby submit to the exclusive jurisdiction and venue in such courts. The prevailing party in any such action shall be entitled to recover its legal costs and expenses in such action, including without limitation reasonable attorneys’ fees, from the non-prevailing party.
- Miscellaneous. This Agreement represents the entire agreement between the parties regarding the matters addressed herein, and there are no other written or verbal agreements between the parties regarding such matters. Any provision of this Agreement that is not enforceable shall be deemed severed and the remainder of the Agreement shall remain in effect. This Agreement may be assigned by TNP in the event of an asset sale, merger, or similar change of control transaction. This Agreement may not be assigned by the Member.
By authorizing this Agreement, you agree that you have read and understood the Agreement and agree to be legally bound by all of its terms and conditions. If this Agreement was authorized by a parent or legal guardian on behalf of a Member under age 18, such parent or legal guardian agrees in addition to be legally bound by the terms and conditions of this Agreement and to affirm this Agreement on behalf of the Member.