THIS DOCUMENT CONTAINS A MANDATORY, BINDING ARBITRATION PROVISION WHICH MAY BE ENFORCED BY THE PARTIES HERETO THAT REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS.

Pickleball Ventures, LLC (“PVLLC”), doing business as Zero Zero Two (“Club”), is a multipurpose facility which offers pickleball courts, facilities and amenities for singles, doubles, and mixed doubles pickleball matches, tournaments, leagues, and events for the exclusive use of the Club’s members. The member applicant signing below wishes to participate in these offerings through a membership plan (“Membership Plan” as defined below). In addition to annual membership options, the Club will offer hourly-use memberships to be paid on a “per use” basis (collectively, annual, monthly, and hourly use members shall be referred to herein as a “Member”).

In consideration of, and as an inducement and condition to, the Club, its affiliates and designees, approving you as a Member, and allowing participation in certain programs, tournaments, leagues, events and activities conducted or organized by or through the Club, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Member agrees to this Membership Agreement (“Agreement”) and the terms and conditions (“Terms”) set forth herein.

1. MEMBERSHIP AGREEMENT: This Agreement governs the Member’s membership in the Club under the Membership Plan that the Member has selected. By signing this Agreement, Member represents, acknowledges and agrees that Member has the authority to bind each of the Members listed below to the terms and provisions of this Agreement. This Agreement is important and may affect Member’s legal rights. Please read it carefully.

2. MEMBERSHIP PLANS: The Club offers various annual, hourly, and combination membership plans (each a “Membership Plan”). The details and benefits associated with Membership Plan are more fully explained on the Club website. Each Membership Plan begins on the initial date of purchase of a Membership Plan (“Start Date”) and is renewed on the corresponding anniversary of the Start Date for the full term of the Membership Plan at the applicable current annual or monthly rate unless canceled by the Member prior to the renewal date. Member will receive notice of the membership renewal at least thirty (30) days prior to the expiration of the current term and will be required to digitally approve and accept such renewal by email or through the Club website or app prior to the expiration of the current term. Failure to approve and accept the renewal prior to the expiration of the current term shall result in the suspension and/or termination of Member’s membership in the Club. Hourly use Membership Plans do not renew annually but are paid for on a per-use basis.

   3. PAYMENT DETAILS: All membership fees and applicable taxes are due upon execution of this Agreement for annually pre-paid Membership Plans. The first month’s membership fees and applicable taxes are due upon execution of this Agreement and each month thereafter for 11 months on the day of the Start Date for Membership Plans that are not annually pre-paid.

   4. TAXES: A Membership Plan as well as any prizes or gifts provided to a Member, may be taxable, depending on applicable federal, state, and local tax laws. Members are solely responsible for payment of any applicable taxes and any applicable tax reporting obligations arising from and/or related to the Member’s purchase of a Membership Plan from the Club and/or resulting from prizes or gifts received by the Member.

   5. MEMBER BENEFITS: As a Member of the Club, Member will have access to all Club facilities and areas, including pickleball courts, lounge/viewing areas, restrooms, and other amenities which are generally open to members of the public. In addition, a Member shall receive those specific benefits provided by the Club attendant to the Membership Plan selected, and paid for, by the Member.

   6. PRIVACY: The Club’s privacy policy can be found at www.zerozerotwo.pro/privacy (“Privacy Policy”) and includes information about how the Club collects, uses and discloses information about Members as part of a Membership Plan. By enrolling in a Membership Plan, Member acknowledges that Member has read the Club’s Privacy Policy. As a Member, Member agrees to the terms of the Club’s Privacy Policy and the use of Member’s personal information as set forth therein.

   7. RIGHT TO CANCEL OR TERMINATE: Without limiting the other provisions of this Agreement including, without limitation, the right of a Member to rescind this Agreement set forth below:

   a. Member’s Right to Cancel or Terminate Membership Plan: A Member may cancel their Membership Plan after the Start Date and receive a pro-rata refund of Member’s pre-paid membership fees by emailing a cancellation request to info@zerozerotwo.pro and requesting such cancellation. On receipt of the notice of cancellation by the Club, the Member will receive a pro-rata refund of Member’s pre-paid membership fees. Member must include in the cancellation email: (1) Member’s name; (2) the type of Membership Plan; and (3) Member’s desire to cancel or terminate the selected Membership Plan. The Member will receive a pro-rata refund of pre-paid fees in accordance with the Start Date and date of receipt of the cancellation request. Member agrees that the initial term of Member’s Membership Plan will commence on the Start Date.

   b. Club’s Right to Cancel or Terminate a Membership Plan and Restrict Access: The Club reserves the right to cancel, suspend, or revoke a Member’s Membership Plan and deny Club admission to any Member at any time for any reason. Cancellation or termination, suspension of a Member’s Membership Plan or revocation of a Member’s Club privileges due to a violation of the Club’s policies or rules (“Rules”) may, at the Club’s sole discretion, result in that Member being precluded or prevented from entering, visiting or utilizing the Club’s facilities. In the event of a Club-initiated cancellation, termination, suspension and/or revocation, the Member will receive a pro-rata refund of pre-paid fees based on the Start Date of Member’s Membership Plan and the date of cancellation, termination, suspension and/or revocation.

   8. WAITING LIST: The Club will have a limited membership. If a Member rescinds, cancels or terminates Member’s membership (“Resigning Member”) and subsequently to such action, elects to re-apply for membership in the Club, and in the event there is a waiting list of prospective Members, the Resigning Member will be placed in the last position available on the waiting list for membership in the Club. The membership position vacated by the Resigning Member will be offered to those on the Club’s waiting list in order of priority based on the date the prospective Member was placed on the waiting list (first in, first out).

   9. RELEASE; HOLD HARMLESS; ASSUMPTION OF RISK AND POTENTIAL LIABILITY: All Members, regardless of the Membership Plan selected by the Member, must sign a User Release, Hold Harmless and Indemnification and Assumption of Risk Agreement (“Participation Agreement and Release”) before utilizing the Club’s facilities. No person shall be allowed in the pickleball playing areas unless they have signed the Participation Agreement and Waiver. The Participation Agreement and Release, and the terms and conditions set forth therein, are material to and form a part of each and every Membership Plan.

   10. DAMAGES: Member agrees to pay Club for any and all damages to the equipment, premises and/or Club facilities resulting from or caused by Member or Member’s guest’s conduct, actions and/or omissions which resulted in such damage, or from the improper use of the Club facilities or from the violation of the Club’s rules. Member understands and agrees that the Club shall not be liable for loss, damage or theft of Member’s personal property or that of Member’s guests while in or on the Club’s facilities.

   11. MEMBERSHIP PLAN LIMITS AND RESTRICTIONS: Member’s Membership Plan cannot be combined with any other offers, deals, discounts, or promotions. Use of the Club’s pickleball courts is subject to reservations, and walk-in use, or use by hourly Members, of the pickleball courts may be limited or restricted. Membership does not guarantee use of a pickleball court, and Members may have to wait an indeterminant period to use a pickleball court. Unless otherwise expressly specified, a Membership Plan does not include, nor entitle a Member to, organize and/or participate in private events (including birthday or other parties, corporate events, or group events) or events that require separate admission. Membership does not guarantee admission, especially during high attendance or other closure periods. Membership Plans are non-transferable and, at all times, remain the property of the Club. Membership Plans may not be used for commercial purposes.

   12. CHANGES TO AGREEMENT: The Club reserves the right, in its sole discretion to modify or update this Agreement and/or change, alter, or discontinue any Membership Plan, Club services, entertainment or attractions, operating hours, and any reward or special status Membership Plans upon reasonable notice to Members, which notice will be posted in one or more conspicuous places in Club facilities; posted on the Club’s website; and/or via email to Members.

   13. MEMBER ACCEPTANCE OF SERVICES “AS IS”: The Membership Plan, and all benefits, prizes, merchandise, sweepstakes, contests, products, or services provided to Member through the Membership Plan are provided by the Club, and accepted by the Member, on an “as is” and “as available” basis without warranties, express or implied, of any kind. THE CLUB, PVLLC AND/OR THEIR PARTNERS OR ADMINISTRATORS, AND EACH OF THEIR RESPECTIVE AGENTS OR REPRESENTATIVES, MAKE NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIM ANY AND ALL LIABILITY AS TO THE CONDITION, QUALITY, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OF FACILITIES, PRODUCTS AND/OR SERVICES PROVIDED BY OR THROUGH THE MEMBERSHIP PLAN INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY WARRANTY OF NON-INFRINGEMENT, TITLE, OR QUIET ENJOYMENT.

   14. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES SHALL THE CLUB, PVLLC AND/OR THEIR PARTNERS OR ADMINISTRATORS, AND EACH OF THEIR RESPECTIVE AGENTS OR REPRESENTATIVES, OR ANY OF THEM (“RELEASEES”) BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE MEMBERSHIP PLAN OR MEMBER’S PARTICIPATION THEREUNDER, INCLUDING, WITHOUT LIMITATION OR EXCLUSION, ANY MEMBERSHIP PLAN BENEFITS, PRIZES, MERCHANDISE, OR SERVICES MADE AVAILABLE AS PART OF THE MEMBERSHIP PLAN. IN ANY EVENT, ANY LIABILITY OF RELEASEES ARISING IN CONNECTION WITH THE MEMBERSHIP PLAN WILL BE LIMITED TO THE GREATER OF (A) THE MEMBERSHIP FEES PAID TO THE CLUB (EXCLUDING TAXES) IN THE PREVIOUS THREE (3) MONTHS, OR (B) ONE HUNDRED DOLLARS ($100.00). THIS LIMITATION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY, EVEN IF THE RELEASEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, RELEASEES’ LIABILITY IN SUCH JURISDICTIONS SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW.

   15. CONTRACTUAL STATUTE OF LIMITATIONS: By participating in the Membership Plan, Member waives all rights to bring any claim, cause of action, action and/or lawsuit related to, stemming from and/or arising under your participation in the Membership Plan and/or use of Club facilities, for any purpose whatsoever, regardless of the theory of recovery, in any forum beyond one year after the first occurrence of the act, event, condition, or omission upon which the claim or action is based.

   16. WAIVER OF JURY TRIAL; BINDING ARBITRATION:

   a. EXCEPT FOR ANY DISPUTES, CLAIMS, SUITS, ACTIONS, CAUSES OF ACTION, DEMANDS OR PROCEEDINGS (COLLECTIVELY, “DISPUTES”) IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT, MEMBER AND PVLLC HEREBY EXPRESSLY AND IRREVOCABLY: (A) WAIVE AND/OR RELEASE THEIR RESPECTIVE RIGHTS TO HAVE ANY AND ALL DISPUTES ARISING FROM OR RELATED TO THIS AGREEMENT, THE MEMBERSHIP PLAN AND/OR MEMBER’S USE OF CLUB FACILITIES, FILED, HEAR OR RESOLVED IN A COURT, AND (B) WAIVE ALL RIGHTS TO A TRIAL BY JURY, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN ANY DISPUTE (WHETHER BASED UPON CONTRACT, TORT, STATUTE OR OTHERWISE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE MEMBERSHIP PLAN, MEMBER’S USE OF THE CLUB FACILITIES AND/OR THE ACTIONS OF PVLLC AND/OR THE CLUB IN THE NEGOTIATION, ADMINISTRATION, OR ENFORCEMENT HEREOF. INSTEAD, MEMBER AND PVLLC AGREE TO ARBITRATE DISPUTES THROUGH BINDING ARBITRATION AS PROVIDED HEREIN, EXCEPTING FROM THIS REQUIREMENT ACTIONS WHICH MAY BE BROUGHT IN SMALL CLAIMS COURT.

   b. With the exception of small claims Disputes, any Dispute (whether based upon contract, tort, statute, or otherwise) arising out of or relating to this Agreement, the Membership Plan, Member’s use of Club facilities and/or any actions, conduct and/or omissions of PVLLC and/or the Club, and their employees, agents and/or representatives or the relationships among the parties hereto, shall be resolved by one arbitrator through binding arbitration administered by the American Arbitration Association (“AAA”), under the AAA Commercial or Consumer rules, as applicable, in effect at the time the Dispute is filed (“AAA Rules”). The arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitrable, and (b) the authority to grant any remedy that would otherwise be available in court. The arbitrator’s decision shall be final, binding, and non-appealable. Judgment upon the award may be entered and enforced in any court having jurisdiction. Neither party shall sue the other party other than as provided herein or for enforcement of this clause or of the arbitrator’s award; any such suit may be brought only in a state court in the state of Colorado that has jurisdiction. Without limiting the general authority vested in the arbitrator in the AAA Rules, the arbitrator, and not any federal, state or local court, shall have exclusive authority to, inter alia, resolve any and all Disputes (i) relating to the interpretation, applicability, unconscionability, arbitrability, enforceability or formation of this Agreement, including any claim that all or any part of the Agreement is void or voidable; and (ii) arising from, relating to and/or caused by Member’s use of the Club facilities and/or any actions, conduct and/or omissions of PVLLC and/or the Club and their employees, agents and/or representatives.

   c. The AAA Rules and additional information about the AAA are available on the AAA website. By executing this Agreement, Member either (a) acknowledges and agrees that Member has read and understands the AAA Rules, or (b) waives Member’s opportunity to read the AAA Rules and any claim that the AAA Rules are unfair or should not apply for any reason.

   d. The arbitrator will not have the authority to conduct a class arbitration or a representative action, which is prohibited by this Agreement. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

   e. Member and PVLLC agree that this Agreement affects interstate commerce, and that the enforceability of this Paragraph 16 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.

   f. Member and PVLLC agree that each party will notify the other party in writing of any arbitrable or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice from Member to PVLLC shall be sent by a nationally recognized overnight courier to Pickleball Ventures, LLC at 4401 Innovation Drive, Fort Collins, Colorado 80525, Attn: Membership Management. Notice from Member must include (i) Member’s name, postal address, telephone number, the email address Member uses or has used for Member’s Membership Plan and, if different, an email address at which Member can be contacted, (ii) a description in reasonable detail of the nature or basis of the Dispute, and (iii) the specific relief that you are seeking. PVLLC notice to the Member will be sent electronically to the email address associated with Member’s Membership Plan and will include (A) PVLLC’s name, postal address, telephone number and an email address at which PVLLC can be contacted with respect to the Dispute, (B) a description in reasonable detail of the nature or basis of the Dispute, and (C) the specific relief that we are seeking. If Member and PVLLC cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either Member or PVLLC may, as appropriate and in accordance with this Paragraph 16, commence an arbitration proceeding or, to the extent specifically provided for in Paragraph 18, file a claim in small claims court.

   g. Member and PVLLC agree that (a) any arbitration will occur (i) in the state of Colorado, (ii) in the county where Member resides, or (iii) telephonically or other remote video platform, i.e., Teams, Zoom, etc.

   h. EXCEPT FOR DISPUTES IN WHICH EITHER PARTY HERETO SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT, MEMBER AND PVLLC AGREE THAT ANY DISPUTE, OR ARBITRATION OF THE SAME, MUST BE COMMENCED OR FILED BY MEMBER OR PVLLC WITHIN ONE (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED AND FORECLOSED.

   i. Each party shall be responsible for its costs incurred in such arbitration. The arbitrator shall not have the authority to re-allocate those costs in an award or otherwise.

   j. If any term, clause, or provision of this Paragraph 16 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Paragraph 16 will remain valid and enforceable. Further, the waivers set forth in this Paragraph 16 are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law. This Paragraph 16 shall survive the expiration, termination, or cancellation of this Agreement.

   17. CLASS ACTION WAIVER: ANY PROCEEDINGS TO RESOLVE OR LITIGATE ANY DISPUTE IN ANY FORUM WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. THE PARTIES WAIVE ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR DEEMED BY A COURT OF LAW TO BE AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES AGREE THAT: (a) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTION (NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT); AND (b) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY SECURED THROUGH THE CLASS OR REPRESENTATIVE ACTION. NO ARBITRATION OR PROCEEDING WILL BE COMBINED WITH ANOTHER WITHOUT THE PRIOR WRITTEN CONSENT OF ALL PARTIES TO ALL AFFECTED ARBITRATIONS OR PROCEEDINGS.

   18. SMALL CLAIMS: Without waiving and/or releasing any provision of this Agreement pertaining to mandatory arbitration of a Dispute, a Member may litigate a Dispute in the small claims court located in the county of Member’s billing address if the Dispute meets the requirements to be heard in small claims court.

   19. GOVERNING LAW: This Agreement is governed by the laws of the state of Colorado. Any Dispute arising out of or concerning the interpretation or effect of this Agreement, the Membership Plan and/or Member’s, Member’s use of the Club facilities and/or actions, conduct and/or omissions of PVLLC and/or the Club and their employees, agents and/or representatives, except where prohibited, shall be resolved individually, without resort to any form of class action. You agree to the personal jurisdiction, subject matter jurisdiction, and venue of these courts.

   20. SEVERABILITY: If any provision of this Agreement is held unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.

   21. NO WAIVER: Any waiver by the Club of a breach by Member of any provision of this Agreement shall not operate as, or be construed to be, a waiver of any other breach of such provision or of any breach by Member of any other provision of this Agreement. Failure by the Club to insist upon strict adherence to any provision of this Agreement on one or more occasions shall not be considered a waiver or deprive the Club of the right to insist upon strict adherence to that provision or any other provision of this Agreement.

   22. ATTORNEYS’ FEES: Except as excluded in Paragraph 17 (Class Action Waiver), in the event of any action at law or in equity, for declaratory relief, or in appellate proceedings to secure or protect rights under, or to enforce any provision of, this Agreement, in addition to any judgment entered, the prevailing party shall be entitled to recover its reasonable attorneys’ fees, expert witness fees, court costs and expenses of litigation, with or without suit.

   23. NO OWNERSHIP INTEREST: Despite the use of the term “Member” throughout this Agreement, membership in and use of the Club facilities is not intended to imply, vest, bestow or grant to Member: (a) any ownership interest or rights, legal or equitable, in or to PVLLC, or (b) any voting or management interest or rights in or to PVLLC.

   24. RESCISSION PERIOD:

   a. Notwithstanding anything in this Agreement to the contrary, Member may rescind and cancel this Agreement without penalty or further obligation by mailing written notice of Member’s cancellation via delivery by USPS to Pickleball Ventures, LLC at 4401 Innovation Drive, Fort Collins, Colorado 80525, Attn: Membership Management, or in person at the Club facilities within three (3) business days of the date of this Agreement or the date of Member’s receipt of this Agreement to the address specified in the Membership Plan. In the event of cancellation of this Agreement in the manner specified in this Paragraph 24.a., the Club shall refund all money paid by Member to the Club, pursuant to this Agreement and the Membership Plan, less a pro-rated fee for days of actual use of the Club by the Member, within fifteen (15) days of the Club’s receipt of Member’s notice of cancellation.

   25. RULES AND REGULATIONS: Member acknowledges having read the Club’s Rules and Regulations at www.zerozerotwo.pro/rules and agrees to abide by and observe all the rules, regulations, policies and customs that are or may be in effect during the term of membership by Member. In the event that the Member fails to conduct Member’s self in the manner prescribed and agreed upon herein, the Club shall not be liable for any resulting injury, loss or damage occasioned by such failure. Violation of the Club’s Rules and Regulations may result in the termination, cancellation and/or suspension of a Membership Plan by the Club.