Active Wellness is hereby authorized to charge the provided payment method on a monthly basis for membership fees, including enrollment fees for both primary and add-on members, as well as for any additional purchases made in person at the facility. This authorization encompasses recurring charges for the duration of the membership and grants Active Wellness the authority to initiate charges for any associated fees or purchases.

This is a month-to-month agreement and may be terminated as set forth herein. This Membership Agreement (this “Agreement”) is between Active Wellness Center at Petaluma and the applicant for membership identified on page 1 of this Agreement (“Member”). The Member (or Parent/Guardian if Member is under 18) agrees to the membership plan indicated above and is responsible for payment of all associated dues and charges. This agreement is to remain in effect until Active Wellness Center at Petaluma has received written notice from Member of its termination as indicated in Article III Section 4 of this document and the notice has become effective. I have read the terms of this agreement and agree to abide by these terms.

Initial 10-Day Cancellation Policy: You, the buyer, may cancel this agreement at any time prior to midnight of the tenth calendar day after the date you signed this agreement to receive a full refund. To cancel, complete the online cancellation form, deliver a signed cancellation notice to the club, or email the club manager. Written letters and email cancellations should state that you, the buyer, are canceling this agreement or words of similar effect.

ARTICLE I. GENERAL POLICIES

SECTION 1. Eligibility for Membership. All membership agreements must be on forms prescribed by Active Wellness Center at Petaluma and are subject to approval by Active Wellness Center at Petaluma authorized personnel and payment of the required fees. Persons 18 years or older may become members.

SECTION 2. Third Party Beneficiary Rights. To the extent that any Facilities are owned or leased by an Owner other than Active Wellness Center at Petaluma, Active Wellness Center at Petaluma and Member agree that such Owner is an intended beneficiary of Article II, Article III Section 1, and Article IV Section 3 of this Agreement.

SECTION 3. Transfer of Agreement. Active Wellness Center at Petaluma may be managing this or other Facilities to which you have access under this agreement. In the event that Active Wellness Center at Petaluma’s management is terminated for any reason, Active Wellness Center at Petaluma may transfer any or all information (including your personally identifiable information) along with its obligations under this agreement to the Facility’s new management.

SECTION 4. Annual Maintenance Fee. In addition to your monthly dues, an annual fee up to $100 may be charged to your account for purposes reasonably required to maintain the Facilities. Written notice will be given prior to assessing this fee.

SECTION 5. Data Privacy. Member acknowledges and agrees to the Privacy Policy located at https://www.activewellness.com/privacy.

SECTION 6. Amendment of Rules and Regulations. Active Wellness Center at Petaluma may from time to time adopt rules, regulations, or policies amending or supplementing those contained in this Agreement, and all members will be obligated to comply with such rules, regulations, or policies. If new or amended rules or regulations are adopted, they will be published as “Additional or Substitute Rules and Regulations” unless they are of such a nature that publication would be inefficient or inappropriate, in which case notice shall be posted or members shall be otherwise advised of the amendment or supplement to the Rules and Regulations as necessary.

SECTION 7. Enforcement. If any provision of this Agreement or any supplement hereto is ruled invalid or unenforceable as applied to any person or circumstance, all other provisions of this Agreement shall remain valid and enforceable as applied to all other persons and circumstances.

SECTION 8. Agreement Modification. This Membership Agreement constitutes the entire and exclusive agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Modifications or additions to the pre-printed terms of this Agreement, other than the completion of existing blanks, are unauthorized and will not be honored by Active Wellness Center at Petaluma. The terms of the Membership Agreement may only be modified in writing on separate documentation, and any such modification must be signed and dated by both parties.

ARTICLE II. TERMS FOR RELEASE AND WAIVER OF LIABILITY & ASSUMPTION OF RISK & INDEMNIFICATION AGREEMENT

Member enters into this Release and Waiver and Assumption of Risk for Member and for any and all of Member’s guests and Member’s minor children who Member permits to use the Facilities with or without supervision.

In consideration of being permitted to enter upon, participate in, and use the facilities, equipment, services, and activities of or offered by Active Wellness Center at Petaluma and Active Wellness LLC (including without limitation fitness programs offered via the internet or otherwise offsite (“Remote Programs”)) and their agents, owners, directors, officers, employees, partners, independent contractors, volunteers, and all other persons acting in any capacity on their behalf (collectively the “Active Wellness Center at Petaluma Parties”), I, on behalf of myself, my guests, children, heirs, executors, administrators, successors, and assigns hereby:

Acknowledge, understand, and appreciate that my entry upon and/or use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Petaluma Parties entails significant risks, both known and unknown, including without limitation the possibility of physical or emotional injury, infectious diseases (viral or bacterial, including but not limited to COVID-19), paralysis, death, other serious or catastrophic personal injuries, and loss or damage to personal property.

Expressly agree and promise to accept and assume all of the risks, both known or unknown, that may arise as a result of my entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Petaluma Parties, whether such risks are caused or alleged to be caused by the negligent (actively or passively) acts or omissions of any of the Active Wellness Center at Petaluma Parties. I hereby confirm that I am voluntarily entering upon, participating in, and using the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Petaluma Parties, and that I am electing to take such voluntary actions in spite of the risks. I acknowledge and agree that I am solely responsible for my safety and responsible entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Petaluma Parties, whether or not supervised by an Active Wellness Center at Petaluma Party.

Expressly and voluntarily release and forever discharge each of the Active Wellness Center at Petaluma Parties from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death that I may suffer as a result of my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by the Active Wellness Center at Petaluma Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Petaluma Parties, negligent (actively or passively) or otherwise.

Expressly agree to hold harmless, indemnify, and defend each of the Active Wellness Center at Petaluma Parties (with attorneys of each Active Wellness Center at Petaluma Party’s choice) from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death suffered by any other person in connection with my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by Active Wellness Center at Petaluma Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Petaluma Parties, negligent (actively or passively) or otherwise. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Petaluma Parties is immediate upon the assertion of any claims, demands, causes of action, or liability by any other person and is not contingent or dependent upon a finding that my actions caused the loss, damages, injuries, or death claimed. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Petaluma Parties includes all consequential damages incurred by the Active Wellness Center at Petaluma Parties or which otherwise would be incurred by the Active Wellness Center at Petaluma Parties absent this agreement, including but not limited to all attorney’s fees and costs, court and litigation costs, experts’ fees and costs, arbitrator fees and costs, mediator fees and costs, payment of any judgment, verdict, award, or settlement on behalf of the Active Wellness Center at Petaluma Parties, and any other damages incurred by the Active Wellness Center at Petaluma Parties not included in the preceding list which arise as a direct or indirect consequence of the claims, demands, causes of action, or liability asserted by any other person.

ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND AM AWARE THAT IT CONTAINS A WAIVER AND RELEASE OF LIABILITY AND THAT I AM GIVING UP SUBSTANTIAL RIGHTS INCLUDING MY RIGHT TO SUE OR HOLD AN ACTIVE WELLNESS CENTER AT PETALUMA PARTY RESPONSIBLE FOR ANY INJURY WHICH I MAY SUFFER. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL AND INTEND FOR MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

ARTICLE III. MEMBERSHIP

SECTION 1: NATURE OF MEMBERSHIP

Membership confers solely the right to use and enjoy certain Facilities in accordance with Active Wellness Center at Petaluma’s rules and regulations as they may change from time to time. “Facilities” means the site or sites included in the membership privileges for the type of membership selected by Member on page 1 of this Agreement, the owner or lessee of which Facilities (in each case the “Owner”) may be Active Wellness Center at Petaluma or a third party. Membership does not confer any interest in the property or assets of Active Wellness Center at Petaluma or owner (if not Active Wellness Center at Petaluma) or any right to participate in the management or operations of Active Wellness Center at Petaluma, financially or otherwise.

SECTION 2: FEES & CHARGES

Registration Fees. As a condition of membership, Member shall pay a registration fee to Active Wellness Center at Petaluma. The amount, manner, and time of payment of such fee shall be established by Active Wellness Center at Petaluma and may be changed from time to time. No portion of such fee will be refunded after the Initial 10-Day Cancellation Policy period.

Dues. Member shall pay dues each month pursuant to an electronic funds transfer (EFT) as set forth on page 1 of this Agreement and may terminate his/her membership in accordance with the resignation procedures outlined in Article III Section 4 of this Agreement. The dues for each category of membership shall be subject to change. The amount of such dues will be automatically transferred from Member’s bank account or credit card once each month on or after the due date for payment. A service fee may be assessed each month Active Wellness Center at Petaluma is unable for any reason to receive payment via EFT for any and all dues and/or charges owed to Active Wellness Center at Petaluma. Member will pay the dues of any and all additional members added to the Member’s membership. If Member elects to prepay his/her dues in advance, at the end of the prepaid period, his/her membership dues will automatically revert to monthly dues billing.

Club Charges. Member may establish club charging privileges by providing a credit or debit card account authorization where indicated on page 1 of this Agreement. Such account information is stored electronically by Active Wellness Center at Petaluma for purchases by Member of in-house goods and services which are billed on the date of purchase and reflected on Member’s credit or debit card statement. Club Charge account information is stored electronically and will not be present at the time of purchase.

Late or Returned Item Charges. A Late Fee will be assessed for returned checks, insufficient funds, closed accounts, frozen or declined credit cards, or similar circumstances which result in late or delayed payment to Active Wellness Center at Petaluma. Member is responsible for providing accurate and updated information on their EFT account to ensure timely receipt of payment. Active Wellness Center at Petaluma reserves the right to re-attempt collection of Member’s outstanding balance until such time as Member’s account is current.

Debit Cards. The processing date for debit cards may vary due to banking procedures and if charges are returned, they will be subject to a Late Fee.

SECTION 3: FACILITIES & ACCESS

Facility Privileges. Privileges to use one or more Facilities vary depending upon the type of membership selected by Member, which is set forth on page 1 of this Agreement, and may be changed from time to time.

Unavailability of Facilities. The obligation to pay dues is not dependent on the availability of all or any particular Facilities at all times or the type or quantity of the classes or equipment offered at the Facilities. If at any time during the term of the contract, including a transfer of the contractual obligation, Active Wellness Center at Petaluma eliminates or substantially reduces the scope of the facilities, such as swimming pools or tennis courts that were described in the contract, in an advertisement relating to the specific location, or in a written offer and available to Member upon execution of this Agreement, Member may cancel the Agreement and receive a prorated refund. Member may not cancel the contract pursuant to this subdivision if Active Wellness Center at Petaluma, after giving reasonable notice, temporarily takes facilities out of operation for reasonable repairs, modifications, substitutions, or improvements. This subdivision shall not be interpreted to give Member the right to cancel the Agreement because of changes to the type or quantity of classes or equipment offered, provided Member is informed in the contract that Active Wellness Center at Petaluma reserves the right to make changes to the type or quantity of classes or equipment offered, and the changes to the type or quantity of classes or equipment offered are reasonable under the circumstances.

SECTION 4: RESIGNATION & TERMINATION

Voluntary Resignation. The initial term of this Agreement is set forth on page 1 of this Agreement. Voluntary resignation during the initial term is permitted only if the entire amount owed and due through the end of the term is paid.

After Initial Term. After the initial term, Member may resign from Active Wellness Center at Petaluma by giving advance written notice to Active Wellness Center at Petaluma via certified mail or signed, dated form as provided by Active Wellness Center at Petaluma staff. Resignation requests are subject to the following terms and conditions: Notices received by Active Wellness Center at Petaluma will become effective 30 days after the date of receipt. The billing for the final 30-days will be prorated to exclude any days falling outside the 30-day period. Memberships on hold at the time of resignation will be reactivated for 30-days and charged for 30-days of full dues. A prorated portion of the current month’s hold fee may be applied to the final dues payment. Dues will continue to accrue until the resignation is effective. No resignation will be effective and dues shall continue to be payable until all required payments have been received by Active Wellness Center at Petaluma. After Member’s resignation has become effective, he/she will not be subject to any further dues and all membership privileges will be terminated. Unless otherwise noted, all members on a family or corporate membership will be converted to individual memberships and subject to the dues of that category upon termination of this membership. If membership dues were prepaid, cancellation of membership within the prepaid time period will negate any prepayment discount, and any refund will be calculated accordingly, taking into account the full non-discounted dues owing for such period.

Involuntary Termination. Active Wellness Center at Petaluma reserves the right at any time to decline, suspend, or terminate the membership or privileges of any member for failure to comply with the terms of this Agreement or with any rules and regulations adopted by Active Wellness Center at Petaluma, or for any conduct the Active Wellness Center at Petaluma determines in its discretion to be improper or in any way contrary to the best interest of the Active Wellness Center at Petaluma and its membership or due to a member or applicant’s criminal conviction history. Membership may be terminated by written notification mailed to the last address shown on Active Wellness Center at Petaluma’s records for the member being terminated. The terminated member will remain liable for all dues and other indebtedness incurred prior to the date of termination, which shall be three (3) business days following the date on which the termination notice is mailed by Active Wellness Center at Petaluma.

Disability or Death. If Member is unable to use the Facilities as provided herein due to disability or death, he/she or his/her estate may terminate this Agreement and shall be relieved of the obligation to pay for services hereunder and shall be refunded any amounts prepaid for such services other than those received prior to death or the onset of disability. As used herein, the term “disability” means a condition that precludes Member from physically using the Facilities as verified in writing by a physician.

Resale of Membership. Member may not sell or otherwise transfer membership to another party without the prior express written approval of Active Wellness Center at Petaluma.

SECTION 5: CHANGES TO MEMBERSHIP STATUS

Membership Type Conversion. Member may request conversion to another membership type or network by providing written notice to Active Wellness Center at Petaluma. All membership conversion requests are subject to approval by Active Wellness Center at Petaluma management and may require payment of additional fees.

Temporary Hold Status. Member may apply for a temporary “Hold” Status for a period of up to six (6) months and no more often than once every twelve (12) months by giving advance written notice to Active Wellness Center at Petaluma and paying all dues and other unpaid charges. Approved requests received by Active Wellness Center at Petaluma will become effective on the day requested for a minimum of 30-days and a maximum of six (6) months in thirty-day increments. During an approved Hold status, Member may not use any Facilities and is subject to reduced membership dues. If member is approved for a Hold Status during the initial twelve-month term, the months the membership is subject to the Hold Status will not be counted toward the Member’s initial twelve-month commitment. Member may return to regular membership status by notifying Active Wellness Center at Petaluma in writing and commencing payment of the prevailing dues for his/her membership type. Availability and rate of Hold status varies by principal Facilities used and membership type.

ARTICLE IV. RULES & REGULATIONS

SECTION 1: Registration. Member must check in and present his/her membership card each time he/she uses any Facilities.

SECTION 2: Attire. Proper attire is required for participants using any Facilities. Shirts and shoes are required in all public and recreational areas. Active Wellness Center at Petaluma may prohibit the use of any personal equipment on the premises of any Facilities.

SECTION 3: Damages. Any damage caused by Member, Member’s family members (including dependent children), or Member’s guest to any property of Active Wellness Center at Petaluma, owner (if not Active Wellness Center at Petaluma), or another person at any Facilities shall be paid for by Member.

SECTION 4. Hours of Operation. The hours of operation are adjusted seasonally and in accordance with the frequency of member usage. Active Wellness Center at Petaluma reserves the right to change the operating hours.

SECTION 5. Minors and Children.

MEMBERS

13-15 Years Old: Legal guardian must sign a membership agreement for the minor. Must be accompanied by an adult member at all times (unless participating in a staff-supervised program). Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

16-17 Years Old: Legal guardian must sign a membership agreement for the minor. Legal guardian is not required to remain on-site. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children twelve years and younger are allowed only in designated areas for this age group during designated hours of operation and with Active Wellness Center at Petaluma staff supervision. Legal guardian is required to remain on-site.

NON-MEMBERS

13-17 Years Old: Must have a guest liability waiver completed by a legal guardian. Must be accompanied by a legal guardian at all times. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children through the age of twelve (12) are only allowed in designated areas for this age group during designated hours of operation and with Active Wellness Center at Petaluma staff supervision.

STAFF-SUPERVISED PROGRAMS

All minors up through 15 years old must be checked in at the front desk by an adult over the age of 18. Their minor waiver must be signed by the legal guardian in advance if the legal guardian is not the one dropping off the minor.

Drop-off for designated staff-supervised programs/classes such as swim team and summer camps is permitted only after being checked in at the front desk.

Drop-off is available up to 15 minutes prior to the start of the program/class for 13-15 year olds.

The adult dropping off a minor 0-12 years old must accompany minors through check-in and wait with the minor until the class/program starts.

The same adult that dropped off the minor must pick up the minor at the end of the program/class. Aftercare is not available after a program/class ends.

Use of the locker room by 13-15 year olds is permitted for changing purposes only.

Active Wellness Center at Petaluma reserves the right to determine which classes/programs qualify as “staff-supervised.” General group fitness classes are not considered “staff-supervised.”

Active Wellness Center at Petaluma reserves the right to revoke the drop-off privilege for anyone at any time.

SECTION 6. Personal Business. Members may not use any Facilities for personal business without prior written approval by an authorized representative of Active Wellness Center at Petaluma.

SECTION 7. Replacement Items. Lost or stolen membership cards and locker keys will be subject to a replacement fee.

Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

ARTICLE V. HIPAA AUTHORIZATION

SECTION 1. Objective:

We offer certain services which may require you to disclose protective health information (“PHI”) under HIPAA in order to use them. Such services may include but not be limited to the following: heart rate and other biometric tracking, condition-specific fitness programs, and dietary and other behavioral counseling.

You do not have to use these services in order to use the Facilities.

If you do use those services you acknowledge that:

We will collect that information such as, by way of example, your name, address, date of birth, sex, height, weight, other measurable physical characteristics, diagnosed medical conditions, biometrics such as heart rate and blood pressure, dietary information and guidance, responses to health questionnaires, actual results of workouts on “smart” equipment (e.g., type of motion, intensity of effort, number of repetitions, times and dates), and additional health and IoT information.

Active Wellness is not a medical provider, and the services Active Wellness provides are not a substitute for medical examination or treatment.

We will store your PHI in third-party applications, such as online health record platforms, the online databases of the providers of specific equipment we use to provide the services, and our own databases.

We agree to keep your PHI confidential.

We may use aggregated de-identified PHI to improve or promote our services and we may disclose it to our clients, including Active Wellness Center at Petaluma or Owner.

We or the third-party applications we use may offer you the option to connect your data to other third-party applications who are not in contract with us. If you choose to do that, then you agree that we have no responsibility for the use of your information which may result from your choice to connect to such other third-party applications.

By using those services you agree to all of the above.

If you use those services and later change your mind, we will delete or de-identify your information as required under law as soon as practical after you notify us in writing at the address below.

We may use your PHI:

to provide you with useful insights which may improve your experience and for general information purposes.

to present de-identified aggregates to our clients to enable them to assess the impact of our services on their population.

to present de-identified aggregates to potential clients and use in marketing.

to improve our services and design new services.

I, [CLIENTFIRSTNAME] [CLIENTLASTNAME], give this Authorization to Active Wellness. I authorize Active Wellness to provide my PHI to my healthcare providers and to the providers of the services described in Section 1 above. The disclosure of my PHI is intended to enable the service providers described in Section 1 and my healthcare providers to better monitor my physical well-being. The authorization granted herein shall expire on the earlier of (i) the date on which my membership expires or terminates and (ii) the one-year anniversary of the date of this Agreement.

The undersigned has the right to revoke this authorization in writing at any time by giving written notice to Active Wellness at the following address: P.O. Box 2358, San Francisco, CA 94126.

The undersigned’s treatment, payment, enrollment, or eligibility for benefits is not conditioned on whether they signed the Authorization.

Any information disclosed per the Authorization may be re-disclosed by a recipient and is no longer protected by federal or state health privacy laws.

This is a month-to-month agreement and may be terminated as set forth herein. This Membership Agreement (this “Agreement”) is between Active Wellness Center at Reed’s Crossing and the applicant for membership identified on page 1 of this Agreement (“Member”). The Member (or Parent/Guardian if Member is under 18) agrees to the membership plan indicated above and is responsible for payment of all associated dues and charges. This agreement is to remain in effect until Active Wellness Center at Reed’s Crossing has received written notice from Member of its termination as indicated in Article III Section 4 of this document and the notice has become effective. I have read the terms of this agreement and agree to abide by these terms.

Initial 10-Day Cancellation Policy: You, the buyer, may cancel this agreement at any time prior to midnight of the tenth calendar day after the date you signed this agreement to receive a full refund. To cancel, complete the online cancellation form, deliver a signed cancellation notice to the club, or email the club manager. Written letters and email cancellations should state that you, the buyer, are canceling this agreement or words of similar effect.

ARTICLE I. GENERAL POLICIES

SECTION 1. Eligibility for Membership. All membership agreements must be on forms prescribed by Active Wellness Center at Reed’s Crossing and are subject to approval by Active Wellness Center at Reed’s Crossing authorized personnel and payment of the required fees. Persons 18 years or older may become members.

SECTION 2. Third Party Beneficiary Rights. To the extent that any Facilities are owned or leased by an Owner other than Active Wellness Center at Reed’s Crossing, Active Wellness Center at Reed’s Crossing and Member agree that such Owner is an intended beneficiary of Article II, Article III Section 1, and Article IV Section 3 of this Agreement.

SECTION 3. Transfer of Agreement. Active Wellness Center at Reed’s Crossing may be managing this or other Facilities to which you have access under this agreement. In the event that Active Wellness Center at Reed’s Crossing’s management is terminated for any reason, Active Wellness Center at Reed’s Crossing may transfer any or all information (including your personally identifiable information) along with its obligations under this agreement to the Facility’s new management.

SECTION 4. Annual Maintenance Fee. In addition to your monthly dues, an annual fee up to $100 may be charged to your account for purposes reasonably required to maintain the Facilities. Written notice will be given prior to assessing this fee.

SECTION 5. Data Privacy. Member acknowledges and agrees to the Privacy Policy located at https://www.activewellness.com/privacy.

SECTION 6. Amendment of Rules and Regulations. Active Wellness Center at Reed’s Crossing may from time to time adopt rules, regulations, or policies amending or supplementing those contained in this Agreement, and all members will be obligated to comply with such rules, regulations, or policies. If new or amended rules or regulations are adopted, they will be published as “Additional or Substitute Rules and Regulations” unless they are of such a nature that publication would be inefficient or inappropriate, in which case notice shall be posted or members shall be otherwise advised of the amendment or supplement to the Rules and Regulations as necessary.

SECTION 7. Enforcement. If any provision of this Agreement or any supplement hereto is ruled invalid or unenforceable as applied to any person or circumstance, all other provisions of this Agreement shall remain valid and enforceable as applied to all other persons and circumstances.

SECTION 8. Agreement Modification. This Membership Agreement constitutes the entire and exclusive agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Modifications or additions to the pre-printed terms of this Agreement, other than the completion of existing blanks, are unauthorized and will not be honored by Active Wellness Center at Reed’s Crossing. The terms of the Membership Agreement may only be modified in writing on separate documentation, and any such modification must be signed and dated by both parties.

ARTICLE II. TERMS FOR RELEASE AND WAIVER OF LIABILITY & ASSUMPTION OF RISK & INDEMNIFICATION AGREEMENT

Member enters into this Release and Waiver and Assumption of Risk for Member and for any and all of Member’s guests and Member’s minor children who Member permits to use the Facilities with or without supervision.

In consideration of being permitted to enter upon, participate in, and use the facilities, equipment, services, and activities of or offered by Active Wellness Center at Reed’s Crossing and Active Wellness LLC (including without limitation fitness programs offered via the internet or otherwise offsite (“Remote Programs”)) and their agents, owners, directors, officers, employees, partners, independent contractors, volunteers, and all other persons acting in any capacity on their behalf (collectively the “Active Wellness Center at Reed’s Crossing Parties”), I, on behalf of myself, my guests, children, heirs, executors, administrators, successors, and assigns hereby:

Acknowledge, understand, and appreciate that my entry upon and/or use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Reed’s Crossing Parties entails significant risks, both known and unknown, including without limitation the possibility of physical or emotional injury, infectious diseases (viral or bacterial, including but not limited to COVID-19), paralysis, death, other serious or catastrophic personal injuries, and loss or damage to personal property.

Expressly agree and promise to accept and assume all of the risks, both known or unknown, that may arise as a result of my entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Reed’s Crossing Parties, whether such risks are caused or alleged to be caused by the negligent (actively or passively) acts or omissions of any of the Active Wellness Center at Reed’s Crossing Parties. I hereby confirm that I am voluntarily entering upon, participating in, and using the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Reed’s Crossing Parties, and that I am electing to take such voluntary actions in spite of the risks. I acknowledge and agree that I am solely responsible for my safety and responsible entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Reed’s Crossing Parties, whether or not supervised by an Active Wellness Center at Reed’s Crossing Party.

Expressly and voluntarily release and forever discharge each of the Active Wellness Center at Reed’s Crossing Parties from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death that I may suffer as a result of my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by the Active Wellness Center at Reed’s Crossing Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Reed’s Crossing Parties, negligent (actively or passively) or otherwise.

Expressly agree to hold harmless, indemnify, and defend each of the Active Wellness Center at Reed’s Crossing Parties (with attorneys of each Active Wellness Center at Reed’s Crossing Party’s choice) from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death suffered by any other person in connection with my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by Active Wellness Center at Reed’s Crossing Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Reed’s Crossing Parties, negligent (actively or passively) or otherwise. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Reed’s Crossing Parties is immediate upon the assertion of any claims, demands, causes of action, or liability by any other person and is not contingent or dependent upon a finding that my actions caused the loss, damages, injuries, or death claimed. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Reed’s Crossing Parties includes all consequential damages incurred by the Active Wellness Center at Reed’s Crossing Parties or which otherwise would be incurred by the Active Wellness Center at Reed’s Crossing Parties absent this agreement, including but not limited to all attorney’s fees and costs, court and litigation costs, experts’ fees and costs, arbitrator fees and costs, mediator fees and costs, payment of any judgment, verdict, award, or settlement on behalf of the Active Wellness Center at Reed’s Crossing Parties, and any other damages incurred by the Active Wellness Center at Reed’s Crossing Parties not included in the preceding list which arise as a direct or indirect consequence of the claims, demands, causes of action, or liability asserted by any other person.

ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND AM AWARE THAT IT CONTAINS A WAIVER AND RELEASE OF LIABILITY AND THAT I AM GIVING UP SUBSTANTIAL RIGHTS INCLUDING MY RIGHT TO SUE OR HOLD AN ACTIVE WELLNESS CENTER AT REED’S CROSSING PARTY RESPONSIBLE FOR ANY INJURY WHICH I MAY SUFFER. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL AND INTEND FOR MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

ARTICLE III. MEMBERSHIP

SECTION 1: NATURE OF MEMBERSHIP

Membership confers solely the right to use and enjoy certain Facilities in accordance with Active Wellness Center at Reed’s Crossing’s rules and regulations as they may change from time to time. “Facilities” means the site or sites included in the membership privileges for the type of membership selected by Member on page 1 of this Agreement, the owner or lessee of which Facilities (in each case the “Owner”) may be Active Wellness Center at Reed’s Crossing or a third party. Membership does not confer any interest in the property or assets of Active Wellness Center at Reed’s Crossing or owner (if not Active Wellness Center at Reed’s Crossing) or any right to participate in the management or operations of Active Wellness Center at Reed’s Crossing, financially or otherwise.

SECTION 2: FEES & CHARGES

Registration Fees. As a condition of membership, Member shall pay a registration fee to Active Wellness Center at Reed’s Crossing. The amount, manner, and time of payment of such fee shall be established by Active Wellness Center at Reed’s Crossing and may be changed from time to time. No portion of such fee will be refunded after the Initial 10-Day Cancellation Policy period.

Dues. Member shall pay dues each month pursuant to an electronic funds transfer (EFT) as set forth on page 1 of this Agreement and may terminate his/her membership in accordance with the resignation procedures outlined in Article III Section 4 of this Agreement. The dues for each category of membership shall be subject to change. The amount of such dues will be automatically transferred from Member’s bank account or credit card once each month on or after the due date for payment. A service fee may be assessed each month Active Wellness Center at Reed’s Crossing is unable for any reason to receive payment via EFT for any and all dues and/or charges owed to Active Wellness Center at Reed’s Crossing. Member will pay the dues of any and all additional members added to the Member’s membership. If Member elects to prepay his/her dues in advance, at the end of the prepaid period, his/her membership dues will automatically revert to monthly dues billing.

Club Charges. Member may establish club charging privileges by providing a credit or debit card account authorization where indicated on page 1 of this Agreement. Such account information is stored electronically by Active Wellness Center at Reed’s Crossing for purchases by Member of in-house goods and services which are billed on the date of purchase and reflected on Member’s credit or debit card statement. Club Charge account information is stored electronically and will not be present at the time of purchase.

Late or Returned Item Charges. A Late Fee will be assessed for returned checks, insufficient funds, closed accounts, frozen or declined credit cards, or similar circumstances which result in late or delayed payment to Active Wellness Center at Reed’s Crossing. Member is responsible for providing accurate and updated information on their EFT account to ensure timely receipt of payment. Active Wellness Center at Reed’s Crossing reserves the right to re-attempt collection of Member’s outstanding balance until such time as Member’s account is current.

Debit Cards. The processing date for debit cards may vary due to banking procedures and if charges are returned, they will be subject to a Late Fee.

SECTION 3: FACILITIES & ACCESS

Facility Privileges. Privileges to use one or more Facilities vary depending upon the type of membership selected by Member, which is set forth on page 1 of this Agreement, and may be changed from time to time.

Unavailability of Facilities. The obligation to pay dues is not dependent on the availability of all or any particular Facilities at all times or the type or quantity of the classes or equipment offered at the Facilities. If at any time during the term of the contract, including a transfer of the contractual obligation, Active Wellness Center at Reed’s Crossing eliminates or substantially reduces the scope of the facilities, such as swimming pools or tennis courts that were described in the contract, in an advertisement relating to the specific location, or in a written offer and available to Member upon execution of this Agreement, Member may cancel the Agreement and receive a prorated refund. Member may not cancel the contract pursuant to this subdivision if Active Wellness Center at Reed’s Crossing, after giving reasonable notice, temporarily takes facilities out of operation for reasonable repairs, modifications, substitutions, or improvements. This subdivision shall not be interpreted to give Member the right to cancel the Agreement because of changes to the type or quantity of classes or equipment offered, provided Member is informed in the contract that Active Wellness Center at Reed’s Crossing reserves the right to make changes to the type or quantity of classes or equipment offered, and the changes to the type or quantity of classes or equipment offered are reasonable under the circumstances.

SECTION 4: RESIGNATION & TERMINATION

Voluntary Resignation. The initial term of this Agreement is set forth on page 1 of this Agreement. Voluntary resignation during the initial term is permitted only if the entire amount owed and due through the end of the term is paid.

After Initial Term. After the initial term, Member may resign from Active Wellness Center at Reed’s Crossing by giving advance written notice to Active Wellness Center at Reed’s Crossing via certified mail or signed, dated form as provided by Active Wellness Center at Reed’s Crossing staff. Resignation requests are subject to the following terms and conditions: Notices received by Active Wellness Center at Reed’s Crossing will become effective 30 days after the date of receipt. The billing for the final 30-days will be prorated to exclude any days falling outside the 30-day period. Memberships on hold at the time of resignation will be reactivated for 30-days and charged for 30-days of full dues. A prorated portion of the current month’s hold fee may be applied to the final dues payment. Dues will continue to accrue until the resignation is effective. No resignation will be effective and dues shall continue to be payable until all required payments have been received by Active Wellness Center at Reed’s Crossing. After Member’s resignation has become effective, he/she will not be subject to any further dues and all membership privileges will be terminated. Unless otherwise noted, all members on a family or corporate membership will be converted to individual memberships and subject to the dues of that category upon termination of this membership. If membership dues were prepaid, cancellation of membership within the prepaid time period will negate any prepayment discount, and any refund will be calculated accordingly, taking into account the full non-discounted dues owing for such period.

Involuntary Termination. Active Wellness Center at Reed’s Crossing reserves the right at any time to decline, suspend, or terminate the membership or privileges of any member for failure to comply with the terms of this Agreement or with any rules and regulations adopted by Active Wellness Center at Reed’s Crossing, or for any conduct the Active Wellness Center at Reed’s Crossing determines in its discretion to be improper or in any way contrary to the best interest of the Active Wellness Center at Reed’s Crossing and its membership or due to a member or applicant’s criminal conviction history. Membership may be terminated by written notification mailed to the last address shown on Active Wellness Center at Reed’s Crossing’s records for the member being terminated. The terminated member will remain liable for all dues and other indebtedness incurred prior to the date of termination, which shall be three (3) business days following the date on which the termination notice is mailed by Active Wellness Center at Reed’s Crossing.

Disability or Death. If Member is unable to use the Facilities as provided herein due to disability or death, he/she or his/her estate may terminate this Agreement and shall be relieved of the obligation to pay for services hereunder and shall be refunded any amounts prepaid for such services other than those received prior to death or the onset of disability. As used herein, the term “disability” means a condition that precludes Member from physically using the Facilities as verified in writing by a physician.

Resale of Membership. Member may not sell or otherwise transfer membership to another party without the prior express written approval of Active Wellness Center at Reed’s Crossing.

SECTION 5: CHANGES TO MEMBERSHIP STATUS

Membership Type Conversion. Member may request conversion to another membership type or network by providing written notice to Active Wellness Center at Reed’s Crossing. All membership conversion requests are subject to approval by Active Wellness Center at Reed’s Crossing management and may require payment of additional fees.

Temporary Hold Status. Member may apply for a temporary “Hold” Status for a period of up to six (6) months and no more often than once every twelve (12) months by giving advance written notice to Active Wellness Center at Reed’s Crossing and paying all dues and other unpaid charges. Approved requests received by Active Wellness Center at Reed’s Crossing will become effective on the day requested for a minimum of 30-days and a maximum of six (6) months in thirty-day increments. During an approved Hold status, Member may not use any Facilities and is subject to reduced membership dues. If member is approved for a Hold Status during the initial twelve-month term, the months the membership is subject to the Hold Status will not be counted toward the Member’s initial twelve-month commitment. Member may return to regular membership status by notifying Active Wellness Center at Reed’s Crossing in writing and commencing payment of the prevailing dues for his/her membership type. Availability and rate of Hold status varies by principal Facilities used and membership type.

ARTICLE IV. RULES & REGULATIONS

SECTION 1: Registration. Member must check in and present his/her membership card each time he/she uses any Facilities.

SECTION 2: Attire. Proper attire is required for participants using any Facilities. Shirts and shoes are required in all public and recreational areas. Active Wellness Center at Reed’s Crossing may prohibit the use of any personal equipment on the premises of any Facilities.

SECTION 3: Damages. Any damage caused by Member, Member’s family members (including dependent children), or Member’s guest to any property of Active Wellness Center at Reed’s Crossing, owner (if not Active Wellness Center at Reed’s Crossing), or another person at any Facilities shall be paid for by Member.

SECTION 4. Hours of Operation. The hours of operation are adjusted seasonally and in accordance with the frequency of member usage. Active Wellness Center at Reed’s Crossing reserves the right to change the operating hours.

SECTION 5. Minors and Children.

MEMBERS

13-15 Years Old: Legal guardian must sign a membership agreement for the minor. Must be accompanied by an adult member at all times (unless participating in a staff-supervised program). Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

16-17 Years Old: Legal guardian must sign a membership agreement for the minor. Legal guardian is not required to remain on-site. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children twelve years and younger are allowed only in designated areas for this age group during designated hours of operation and with Active Wellness Center at Reed’s Crossing staff supervision. Legal guardian is required to remain on-site.

NON-MEMBERS

13-17 Years Old: Must have a guest liability waiver completed by a legal guardian. Must be accompanied by a legal guardian at all times. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children through the age of twelve (12) are only allowed in designated areas for this age group during designated hours of operation and with Active Wellness Center at Reed’s Crossing staff supervision.

STAFF-SUPERVISED PROGRAMS

All minors up through 15 years old must be checked in at the front desk by an adult over the age of 18. Their minor waiver must be signed by the legal guardian in advance if the legal guardian is not the one dropping off the minor.

Drop-off for designated staff-supervised programs/classes such as swim team and summer camps is permitted only after being checked in at the front desk.

Drop-off is available up to 15 minutes prior to the start of the program/class for 13-15 year olds.

The adult dropping off a minor 0-12 years old must accompany minors through check-in and wait with the minor until the class/program starts.

The same adult that dropped off the minor must pick up the minor at the end of the program/class. Aftercare is not available after a program/class ends.

Use of the locker room by 13-15 year olds is permitted for changing purposes only.

Active Wellness Center at Reed’s Crossing reserves the right to determine which classes/programs qualify as “staff-supervised.” General group fitness classes are not considered “staff-supervised.”

Active Wellness Center at Reed’s Crossing reserves the right to revoke the drop-off privilege for anyone at any time.

SECTION 6. Personal Business. Members may not use any Facilities for personal business without prior written approval by an authorized representative of Active Wellness Center at Reed’s Crossing.

SECTION 7. Replacement Items. Lost or stolen membership cards and locker keys will be subject to a replacement fee.

Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

ARTICLE V. HIPAA AUTHORIZATION

SECTION 1. Objective:

We offer certain services which may require you to disclose protective health information (“PHI”) under HIPAA in order to use them. Such services may include but not be limited to the following: heart rate and other biometric tracking, condition-specific fitness programs, and dietary and other behavioral counseling.

You do not have to use these services in order to use the Facilities.

If you do use those services you acknowledge that:

We will collect that information such as, by way of example, your name, address, date of birth, sex, height, weight, other measurable physical characteristics, diagnosed medical conditions, biometrics such as heart rate and blood pressure, dietary information and guidance, responses to health questionnaires, actual results of workouts on “smart” equipment (e.g., type of motion, intensity of effort, number of repetitions, times and dates), and additional health and IoT information.

Active Wellness is not a medical provider, and the services Active Wellness provides are not a substitute for medical examination or treatment.

We will store your PHI in third-party applications, such as online health record platforms, the online databases of the providers of specific equipment we use to provide the services, and our own databases.

We agree to keep your PHI confidential.

We may use aggregated de-identified PHI to improve or promote our services and we may disclose it to our clients, including Active Wellness Center at Reed’s Crossing or Owner.

We or the third-party applications we use may offer you the option to connect your data to other third-party applications who are not in contract with us. If you choose to do that, then you agree that we have no responsibility for the use of your information which may result from your choice to connect to such other third-party applications.

By using those services you agree to all of the above.

If you use those services and later change your mind, we will delete or de-identify your information as required under law as soon as practical after you notify us in writing at the address below.

We may use your PHI:

to provide you with useful insights which may improve your experience and for general information purposes.

to present de-identified aggregates to our clients to enable them to assess the impact of our services on their population.

to present de-identified aggregates to potential clients and use in marketing.

to improve our services and design new services.

I, [CLIENTFIRSTNAME] [CLIENTLASTNAME], give this Authorization to Active Wellness. I authorize Active Wellness to provide my PHI to my healthcare providers and to the providers of the services described in Section 1 above. The disclosure of my PHI is intended to enable the service providers described in Section 1 and my healthcare providers to better monitor my physical well-being. The authorization granted herein shall expire on the earlier of (i) the date on which my membership expires or terminates and (ii) the one-year anniversary of the date of this Agreement.

The undersigned has the right to revoke this authorization in writing at any time by giving written notice to Active Wellness at the following address: P.O. Box 2358, San Francisco, CA 94126.

The undersigned’s treatment, payment, enrollment, or eligibility for benefits is not conditioned on whether they signed the Authorization.

Any information disclosed per the Authorization may be re-disclosed by a recipient and is no longer protected by federal or state health privacy laws.

This is a month-to-month agreement and may be terminated as set forth herein. This Membership Agreement (this “Agreement”) is between Active Wellness Center at NorthBay Health and the applicant for membership identified on page 1 of this Agreement (“Member”). The Member (or Parent/Guardian if Member is under 18) agrees to the membership plan indicated above and is responsible for payment of all associated dues and charges. This agreement is to remain in effect until Active Wellness Center at NorthBay Health has received written notice from Member of its termination as indicated in Article III Section 4 of this document and the notice has become effective. I have read the terms of this agreement and agree to abide by these terms.

Initial 10-Day Cancellation Policy: You, the buyer, may cancel this agreement at any time prior to midnight of the tenth calendar day after the date you signed this agreement to receive a full refund. To cancel, complete the online cancellation form, deliver a signed cancellation notice to the club, or email the club manager. Written letters and email cancellations should state that you, the buyer, are canceling this agreement or words of similar effect.

ARTICLE I. GENERAL POLICIES

SECTION 1. Eligibility for Membership. All membership agreements must be on forms prescribed by Active Wellness Center at NorthBay Health and are subject to approval by Active Wellness Center at NorthBay Health authorized personnel and payment of the required fees. Persons 18 years or older may become members.

SECTION 2. Third Party Beneficiary Rights. To the extent that any Facilities are owned or leased by an Owner other than Active Wellness Center at NorthBay Health, Active Wellness Center at NorthBay Health and Member agree that such Owner is an intended beneficiary of Article II, Article III Section 1, and Article IV Section 3 of this Agreement.

SECTION 3. Transfer of Agreement. Active Wellness Center at NorthBay Health may be managing this or other Facilities to which you have access under this agreement. In the event that Active Wellness Center at NorthBay Health’s management is terminated for any reason, Active Wellness Center at NorthBay Health may transfer any or all information (including your personally identifiable information) along with its obligations under this agreement to the Facility’s new management.

SECTION 4. Annual Maintenance Fee. In addition to your monthly dues, an annual fee up to $100 may be charged to your account for purposes reasonably required to maintain the Facilities. Written notice will be given prior to assessing this fee.

SECTION 5. Data Privacy. Member acknowledges and agrees to the Privacy Policy located at https://www.activewellness.com/privacy.

SECTION 6. Amendment of Rules and Regulations. Active Wellness Center at NorthBay Health may from time to time adopt rules, regulations, or policies amending or supplementing those contained in this Agreement, and all members will be obligated to comply with such rules, regulations, or policies. If new or amended rules or regulations are adopted, they will be published as “Additional or Substitute Rules and Regulations” unless they are of such a nature that publication would be inefficient or inappropriate, in which case notice shall be posted or members shall be otherwise advised of the amendment or supplement to the Rules and Regulations as necessary.

SECTION 7. Enforcement. If any provision of this Agreement or any supplement hereto is ruled invalid or unenforceable as applied to any person or circumstance, all other provisions of this Agreement shall remain valid and enforceable as applied to all other persons and circumstances.

SECTION 8. Agreement Modification. This Membership Agreement constitutes the entire and exclusive agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Modifications or additions to the pre-printed terms of this Agreement, other than the completion of existing blanks, are unauthorized and will not be honored by Active Wellness Center at NorthBay Health. The terms of the Membership Agreement may only be modified in writing on separate documentation, and any such modification must be signed and dated by both parties.

ARTICLE II. TERMS FOR RELEASE AND WAIVER OF LIABILITY & ASSUMPTION OF RISK & INDEMNIFICATION AGREEMENT

Member enters into this Release and Waiver and Assumption of Risk for Member and for any and all of Member’s guests and Member’s minor children who Member permits to use the Facilities with or without supervision.

In consideration of being permitted to enter upon, participate in, and use the facilities, equipment, services, and activities of or offered by Active Wellness Center at NorthBay Health and Active Wellness LLC (including without limitation fitness programs offered via the internet or otherwise offsite (“Remote Programs”)) and their agents, owners, directors, officers, employees, partners, independent contractors, volunteers, and all other persons acting in any capacity on their behalf (collectively the “Active Wellness Center at NorthBay Health Parties”), I, on behalf of myself, my guests, children, heirs, executors, administrators, successors, and assigns hereby:

Acknowledge, understand, and appreciate that my entry upon and/or use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at NorthBay Health Parties entails significant risks, both known and unknown, including without limitation the possibility of physical or emotional injury, infectious diseases (viral or bacterial, including but not limited to COVID-19), paralysis, death, other serious or catastrophic personal injuries, and loss or damage to personal property.

Expressly agree and promise to accept and assume all of the risks, both known or unknown, that may arise as a result of my entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at NorthBay Health Parties, whether such risks are caused or alleged to be caused by the negligent (actively or passively) acts or omissions of any of the Active Wellness Center at NorthBay Health Parties. I hereby confirm that I am voluntarily entering upon, participating in, and using the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at NorthBay Health Parties, and that I am electing to take such voluntary actions in spite of the risks. I acknowledge and agree that I am solely responsible for my safety and responsible entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at NorthBay Health Parties, whether or not supervised by an Active Wellness Center at NorthBay Health Party.

Expressly and voluntarily release and forever discharge each of the Active Wellness Center at NorthBay Health Parties from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death that I may suffer as a result of my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by the Active Wellness Center at NorthBay Health Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at NorthBay Health Parties, negligent (actively or passively) or otherwise.

Expressly agree to hold harmless, indemnify, and defend each of the Active Wellness Center at NorthBay Health Parties (with attorneys of each Active Wellness Center at NorthBay Health Party’s choice) from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death suffered by any other person in connection with my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by Active Wellness Center at NorthBay Health Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at NorthBay Health Parties, negligent (actively or passively) or otherwise. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at NorthBay Health Parties is immediate upon the assertion of any claims, demands, causes of action, or liability by any other person and is not contingent or dependent upon a finding that my actions caused the loss, damages, injuries, or death claimed. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at NorthBay Health Parties includes all consequential damages incurred by the Active Wellness Center at NorthBay Health Parties or which otherwise would be incurred by the Active Wellness Center at NorthBay Health Parties absent this agreement, including but not limited to all attorney’s fees and costs, court and litigation costs, experts’ fees and costs, arbitrator fees and costs, mediator fees and costs, payment of any judgment, verdict, award, or settlement on behalf of the Active Wellness Center at NorthBay Health Parties, and any other damages incurred by the Active Wellness Center at NorthBay Health Parties not included in the preceding list which arise as a direct or indirect consequence of the claims, demands, causes of action, or liability asserted by any other person.

ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND AM AWARE THAT IT CONTAINS A WAIVER AND RELEASE OF LIABILITY AND THAT I AM GIVING UP SUBSTANTIAL RIGHTS INCLUDING MY RIGHT TO SUE OR HOLD AN ACTIVE WELLNESS CENTER AT NORTHBAY HEALTH PARTY RESPONSIBLE FOR ANY INJURY WHICH I MAY SUFFER. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL AND INTEND FOR MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

ARTICLE III. MEMBERSHIP

SECTION 1: NATURE OF MEMBERSHIP

Membership confers solely the right to use and enjoy certain Facilities in accordance with Active Wellness Center at NorthBay Health’s rules and regulations as they may change from time to time. “Facilities” means the site or sites included in the membership privileges for the type of membership selected by Member on page 1 of this Agreement, the owner or lessee of which Facilities (in each case the “Owner”) may be Active Wellness Center at NorthBay Health or a third party. Membership does not confer any interest in the property or assets of Active Wellness Center at NorthBay Health or owner (if not Active Wellness Center at NorthBay Health) or any right to participate in the management or operations of Active Wellness Center at NorthBay Health, financially or otherwise.

SECTION 2: FEES & CHARGES

Registration Fees. As a condition of membership, Member shall pay a registration fee to Active Wellness Center at NorthBay Health. The amount, manner, and time of payment of such fee shall be established by Active Wellness Center at NorthBay Health and may be changed from time to time. No portion of such fee will be refunded after the Initial 10-Day Cancellation Policy period.

Dues. Member shall pay dues each month pursuant to an electronic funds transfer (EFT) as set forth on page 1 of this Agreement and may terminate his/her membership in accordance with the resignation procedures outlined in Article III Section 4 of this Agreement. The dues for each category of membership shall be subject to change. The amount of such dues will be automatically transferred from Member’s bank account or credit card once each month on or after the due date for payment. A service fee may be assessed each month Active Wellness Center at NorthBay Health is unable for any reason to receive payment via EFT for any and all dues and/or charges owed to Active Wellness Center at NorthBay Health. Member will pay the dues of any and all additional members added to the Member’s membership. If Member elects to prepay his/her dues in advance, at the end of the prepaid period, his/her membership dues will automatically revert to monthly dues billing.

Club Charges. Member may establish club charging privileges by providing a credit or debit card account authorization where indicated on page 1 of this Agreement. Such account information is stored electronically by Active Wellness Center at NorthBay Health for purchases by Member of in-house goods and services which are billed on the date of purchase and reflected on Member’s credit or debit card statement. Club Charge account information is stored electronically and will not be present at the time of purchase.

Late or Returned Item Charges. A Late Fee will be assessed for returned checks, insufficient funds, closed accounts, frozen or declined credit cards, or similar circumstances which result in late or delayed payment to Active Wellness Center at NorthBay Health. Member is responsible for providing accurate and updated information on their EFT account to ensure timely receipt of payment. Active Wellness Center at NorthBay Health reserves the right to re-attempt collection of Member’s outstanding balance until such time as Member’s account is current.

Debit Cards. The processing date for debit cards may vary due to banking procedures and if charges are returned, they will be subject to a Late Fee.

SECTION 3: FACILITIES & ACCESS

Facility Privileges. Privileges to use one or more Facilities vary depending upon the type of membership selected by Member, which is set forth on page 1 of this Agreement, and may be changed from time to time.

Unavailability of Facilities. The obligation to pay dues is not dependent on the availability of all or any particular Facilities at all times or the type or quantity of the classes or equipment offered at the Facilities. If at any time during the term of the contract, including a transfer of the contractual obligation, Active Wellness Center at NorthBay Health eliminates or substantially reduces the scope of the facilities, such as swimming pools or tennis courts that were described in the contract, in an advertisement relating to the specific location, or in a written offer and available to Member upon execution of this Agreement, Member may cancel the Agreement and receive a prorated refund. Member may not cancel the contract pursuant to this subdivision if Active Wellness Center at NorthBay Health, after giving reasonable notice, temporarily takes facilities out of operation for reasonable repairs, modifications, substitutions, or improvements. This subdivision shall not be interpreted to give Member the right to cancel the Agreement because of changes to the type or quantity of classes or equipment offered, provided Member is informed in the contract that Active Wellness Center at NorthBay Health reserves the right to make changes to the type or quantity of classes or equipment offered, and the changes to the type or quantity of classes or equipment offered are reasonable under the circumstances.

SECTION 4: RESIGNATION & TERMINATION

Voluntary Resignation. The initial term of this Agreement is set forth on page 1 of this Agreement. Voluntary resignation during the initial term is permitted only if the entire amount owed and due through the end of the term is paid.

After Initial Term. After the initial term, Member may resign from Active Wellness Center at NorthBay Health by giving advance written notice to Active Wellness Center at NorthBay Health via certified mail or signed, dated form as provided by Active Wellness Center at NorthBay Health staff. Resignation requests are subject to the following terms and conditions: Notices received by Active Wellness Center at NorthBay Health will become effective 30 days after the date of receipt. The billing for the final 30-days will be prorated to exclude any days falling outside the 30-day period. Memberships on hold at the time of resignation will be reactivated for 30-days and charged for 30-days of full dues. A prorated portion of the current month’s hold fee may be applied to the final dues payment. Dues will continue to accrue until the resignation is effective. No resignation will be effective and dues shall continue to be payable until all required payments have been received by Active Wellness Center at NorthBay Health. After Member’s resignation has become effective, he/she will not be subject to any further dues and all membership privileges will be terminated. Unless otherwise noted, all members on a family or corporate membership will be converted to individual memberships and subject to the dues of that category upon termination of this membership. If membership dues were prepaid, cancellation of membership within the prepaid time period will negate any prepayment discount, and any refund will be calculated accordingly, taking into account the full non-discounted dues owing for such period.

Involuntary Termination. Active Wellness Center at NorthBay Health reserves the right at any time to decline, suspend, or terminate the membership or privileges of any member for failure to comply with the terms of this Agreement or with any rules and regulations adopted by Active Wellness Center at NorthBay Health, or for any conduct the Active Wellness Center at NorthBay Health determines in its discretion to be improper or in any way contrary to the best interest of the Active Wellness Center at NorthBay Health and its membership or due to a member or applicant’s criminal conviction history. Membership may be terminated by written notification mailed to the last address shown on Active Wellness Center at NorthBay Health’s records for the member being terminated. The terminated member will remain liable for all dues and other indebtedness incurred prior to the date of termination, which shall be three (3) business days following the date on which the termination notice is mailed by Active Wellness Center at NorthBay Health.

Disability or Death. If Member is unable to use the Facilities as provided herein due to disability or death, he/she or his/her estate may terminate this Agreement and shall be relieved of the obligation to pay for services hereunder and shall be refunded any amounts prepaid for such services other than those received prior to death or the onset of disability. As used herein, the term “disability” means a condition that precludes Member from physically using the Facilities as verified in writing by a physician.

Resale of Membership. Member may not sell or otherwise transfer membership to another party without the prior express written approval of Active Wellness Center at NorthBay Health.

SECTION 5: CHANGES TO MEMBERSHIP STATUS

Membership Type Conversion. Member may request conversion to another membership type or network by providing written notice to Active Wellness Center at NorthBay Health. All membership conversion requests are subject to approval by Active Wellness Center at NorthBay Health management and may require payment of additional fees.

Temporary Hold Status. Member may apply for a temporary “Hold” Status for a period of up to six (6) months and no more often than once every twelve (12) months by giving advance written notice to Active Wellness Center at NorthBay Health and paying all dues and other unpaid charges. Approved requests received by Active Wellness Center at NorthBay Health will become effective on the day requested for a minimum of 30-days and a maximum of six (6) months in thirty-day increments. During an approved Hold status, Member may not use any Facilities and is subject to reduced membership dues. If member is approved for a Hold Status during the initial twelve-month term, the months the membership is subject to the Hold Status will not be counted toward the Member’s initial twelve-month commitment. Member may return to regular membership status by notifying Active Wellness Center at NorthBay Health in writing and commencing payment of the prevailing dues for his/her membership type. Availability and rate of Hold status varies by principal Facilities used and membership type.

ARTICLE IV. RULES & REGULATIONS

SECTION 1: Registration. Member must check in and present his/her membership card each time he/she uses any Facilities.

SECTION 2: Attire. Proper attire is required for participants using any Facilities. Shirts and shoes are required in all public and recreational areas. Active Wellness Center at NorthBay Health may prohibit the use of any personal equipment on the premises of any Facilities.

SECTION 3: Damages. Any damage caused by Member, Member’s family members (including dependent children), or Member’s guest to any property of Active Wellness Center at NorthBay Health, owner (if not Active Wellness Center at NorthBay Health), or another person at any Facilities shall be paid for by Member.

SECTION 4. Hours of Operation. The hours of operation are adjusted seasonally and in accordance with the frequency of member usage. Active Wellness Center at NorthBay Health reserves the right to change the operating hours.

SECTION 5. Minors and Children.

MEMBERS

13-15 Years Old: Legal guardian must sign a membership agreement for the minor. Must be accompanied by an adult member at all times (unless participating in a staff-supervised program). Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

16-17 Years Old: Legal guardian must sign a membership agreement for the minor. Legal guardian is not required to remain on-site. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children twelve years and younger are allowed only in designated areas for this age group during designated hours of operation and with Active Wellness Center at NorthBay Health staff supervision. Legal guardian is required to remain on-site.

NON-MEMBERS

13-17 Years Old: Must have a guest liability waiver completed by a legal guardian. Must be accompanied by a legal guardian at all times. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children through the age of twelve (12) are only allowed in designated areas for this age group during designated hours of operation and with Active Wellness Center at NorthBay Health staff supervision.

STAFF-SUPERVISED PROGRAMS

All minors up through 15 years old must be checked in at the front desk by an adult over the age of 18. Their minor waiver must be signed by the legal guardian in advance if the legal guardian is not the one dropping off the minor.

Drop-off for designated staff-supervised programs/classes such as swim team and summer camps is permitted only after being checked in at the front desk.

Drop-off is available up to 15 minutes prior to the start of the program/class for 13-15 year olds.

The adult dropping off a minor 0-12 years old must accompany minors through check-in and wait with the minor until the class/program starts.

The same adult that dropped off the minor must pick up the minor at the end of the program/class. Aftercare is not available after a program/class ends.

Use of the locker room by 13-15 year olds is permitted for changing purposes only.

Active Wellness Center at NorthBay Health reserves the right to determine which classes/programs qualify as “staff-supervised.” General group fitness classes are not considered “staff-supervised.”

Active Wellness Center at NorthBay Health reserves the right to revoke the drop-off privilege for anyone at any time.

SECTION 6. Personal Business. Members may not use any Facilities for personal business without prior written approval by an authorized representative of Active Wellness Center at NorthBay Health.

SECTION 7. Replacement Items. Lost or stolen membership cards and locker keys will be subject to a replacement fee.

Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

ARTICLE V. HIPAA AUTHORIZATION

SECTION 1. Objective:

We offer certain services which may require you to disclose protective health information (“PHI”) under HIPAA in order to use them. Such services may include but not be limited to the following: heart rate and other biometric tracking, condition-specific fitness programs, and dietary and other behavioral counseling.

You do not have to use these services in order to use the Facilities.

If you do use those services you acknowledge that:

We will collect that information such as, by way of example, your name, address, date of birth, sex, height, weight, other measurable physical characteristics, diagnosed medical conditions, biometrics such as heart rate and blood pressure, dietary information and guidance, responses to health questionnaires, actual results of workouts on “smart” equipment (e.g., type of motion, intensity of effort, number of repetitions, times and dates), and additional health and IoT information.

Active Wellness is not a medical provider, and the services Active Wellness provides are not a substitute for medical examination or treatment.

We will store your PHI in third-party applications, such as online health record platforms, the online databases of the providers of specific equipment we use to provide the services, and our own databases.

We agree to keep your PHI confidential.

We may use aggregated de-identified PHI to improve or promote our services and we may disclose it to our clients, including Active Wellness Center at NorthBay Health or Owner.

We or the third-party applications we use may offer you the option to connect your data to other third-party applications who are not in contract with us. If you choose to do that, then you agree that we have no responsibility for the use of your information which may result from your choice to connect to such other third-party applications.

By using those services you agree to all of the above.

If you use those services and later change your mind, we will delete or de-identify your information as required under law as soon as practical after you notify us in writing at the address below.

We may use your PHI:

to provide you with useful insights which may improve your experience and for general information purposes.

to present de-identified aggregates to our clients to enable them to assess the impact of our services on their population.

to present de-identified aggregates to potential clients and use in marketing.

to improve our services and design new services.

I, [CLIENTFIRSTNAME] [CLIENTLASTNAME], give this Authorization to Active Wellness. I authorize Active Wellness to provide my PHI to my healthcare providers and to the providers of the services described in Section 1 above. The disclosure of my PHI is intended to enable the service providers described in Section 1 and my healthcare providers to better monitor my physical well-being. The authorization granted herein shall expire on the earlier of (i) the date on which my membership expires or terminates and (ii) the one-year anniversary of the date of this Agreement.

The undersigned has the right to revoke this authorization in writing at any time by giving written notice to Active Wellness at the following address: P.O. Box 2358, San Francisco, CA 94126.

The undersigned’s treatment, payment, enrollment, or eligibility for benefits is not conditioned on whether they signed the Authorization.

Any information disclosed per the Authorization may be re-disclosed by a recipient and is no longer protected by federal or state health privacy laws.

This is a month-to-month agreement and may be terminated as set forth herein. This Membership Agreement (this “Agreement”) is between Active Wellness Center at Napa and the applicant for membership identified on page 1 of this Agreement (“Member”). The Member (or Parent/Guardian if Member is under 18) agrees to the membership plan indicated above and is responsible for payment of all associated dues and charges. This agreement is to remain in effect until Active Wellness Center at Napa has received written notice from Member of its termination as indicated in Article III Section 4 of this document and the notice has become effective. I have read the terms of this agreement and agree to abide by these terms.

Initial 10-Day Cancellation Policy: You, the buyer, may cancel this agreement at any time prior to midnight of the tenth calendar day after the date you signed this agreement to receive a full refund. To cancel, complete the online cancellation form, deliver a signed cancellation notice to the club, or email the club manager. Written letters and email cancellations should state that you, the buyer, are canceling this agreement or words of similar effect.

ARTICLE I. GENERAL POLICIES

SECTION 1. Eligibility for Membership. All membership agreements must be on forms prescribed by Active Wellness Center at Napa and are subject to approval by Active Wellness Center at Napa authorized personnel and payment of the required fees. Persons 18 years or older may become members.

SECTION 2. Third Party Beneficiary Rights. To the extent that any Facilities are owned or leased by an Owner other than Active Wellness Center at Napa, Active Wellness Center at Napa and Member agree that such Owner is an intended beneficiary of Article II, Article III Section 1, and Article IV Section 3 of this Agreement.

SECTION 3. Transfer of Agreement. Active Wellness Center at Napa may be managing this or other Facilities to which you have access under this agreement. In the event that Active Wellness Center at Napa’s management is terminated for any reason, Active Wellness Center at Napa may transfer any or all information (including your personally identifiable information) along with its obligations under this agreement to the Facility’s new management.

SECTION 4. Annual Maintenance Fee. In addition to your monthly dues, an annual fee up to $100 may be charged to your account for purposes reasonably required to maintain the Facilities. Written notice will be given prior to assessing this fee.

SECTION 5. Data Privacy. Member acknowledges and agrees to the Privacy Policy located at https://www.activewellness.com/privacy.

SECTION 6. Amendment of Rules and Regulations. Active Wellness Center at Napa may from time to time adopt rules, regulations, or policies amending or supplementing those contained in this Agreement, and all members will be obligated to comply with such rules, regulations, or policies. If new or amended rules or regulations are adopted, they will be published as “Additional or Substitute Rules and Regulations” unless they are of such a nature that publication would be inefficient or inappropriate, in which case notice shall be posted or members shall be otherwise advised of the amendment or supplement to the Rules and Regulations as necessary.

SECTION 7. Enforcement. If any provision of this Agreement or any supplement hereto is ruled invalid or unenforceable as applied to any person or circumstance, all other provisions of this Agreement shall remain valid and enforceable as applied to all other persons and circumstances.

SECTION 8. Agreement Modification. This Membership Agreement constitutes the entire and exclusive agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Modifications or additions to the pre-printed terms of this Agreement, other than the completion of existing blanks, are unauthorized and will not be honored by Active Wellness Center at Napa. The terms of the Membership Agreement may only be modified in writing on separate documentation, and any such modification must be signed and dated by both parties.

ARTICLE II. TERMS FOR RELEASE AND WAIVER OF LIABILITY & ASSUMPTION OF RISK & INDEMNIFICATION AGREEMENT

Member enters into this Release and Waiver and Assumption of Risk for Member and for any and all of Member’s guests and Member’s minor children who Member permits to use the Facilities with or without supervision.

In consideration of being permitted to enter upon, participate in, and use the facilities, equipment, services, and activities of or offered by Active Wellness Center at Napa and Active Wellness LLC (including without limitation fitness programs offered via the internet or otherwise offsite (“Remote Programs”)) and their agents, owners, directors, officers, employees, partners, independent contractors, volunteers, and all other persons acting in any capacity on their behalf (collectively the “Active Wellness Center at Napa Parties”), I, on behalf of myself, my guests, children, heirs, executors, administrators, successors, and assigns hereby:

Acknowledge, understand, and appreciate that my entry upon and/or use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties entails significant risks, both known and unknown, including without limitation the possibility of physical or emotional injury, infectious diseases (viral or bacterial, including but not limited to COVID-19), paralysis, death, other serious or catastrophic personal injuries, and loss or damage to personal property.

Expressly agree and promise to accept and assume all of the risks, both known or unknown, that may arise as a result of my entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether such risks are caused or alleged to be caused by the negligent (actively or passively) acts or omissions of any of the Active Wellness Center at Napa Parties. I hereby confirm that I am voluntarily entering upon, participating in, and using the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, and that I am electing to take such voluntary actions in spite of the risks. I acknowledge and agree that I am solely responsible for my safety and responsible entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether or not supervised by an Active Wellness Center at Napa Party.

Expressly and voluntarily release and forever discharge each of the Active Wellness Center at Napa Parties from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death that I may suffer as a result of my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Napa Parties, negligent (actively or passively) or otherwise.

Expressly agree to hold harmless, indemnify, and defend each of the Active Wellness Center at Napa Parties (with attorneys of each Active Wellness Center at Napa Party’s choice) from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death suffered by any other person in connection with my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by Active Wellness Center at Napa Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Napa Parties, negligent (actively or passively) or otherwise. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Napa Parties is immediate upon the assertion of any claims, demands, causes of action, or liability by any other person and is not contingent or dependent upon a finding that my actions caused the loss, damages, injuries, or death claimed. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Napa Parties includes all consequential damages incurred by the Active Wellness Center at Napa Parties or which otherwise would be incurred by the Active Wellness Center at Napa Parties absent this agreement, including but not limited to all attorney’s fees and costs, court and litigation costs, experts’ fees and costs, arbitrator fees and costs, mediator fees and costs, payment of any judgment, verdict, award, or settlement on behalf of the Active Wellness Center at Napa Parties, and any other damages incurred by the Active Wellness Center at Napa Parties not included in the preceding list which arise as a direct or indirect consequence of the claims, demands, causes of action, or liability asserted by any other person.

ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND AM AWARE THAT IT CONTAINS A WAIVER AND RELEASE OF LIABILITY AND THAT I AM GIVING UP SUBSTANTIAL RIGHTS INCLUDING MY RIGHT TO SUE OR HOLD AN ACTIVE WELLNESS CENTER AT NAPA PARTY RESPONSIBLE FOR ANY INJURY WHICH I MAY SUFFER. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL AND INTEND FOR MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

ARTICLE III. MEMBERSHIP

SECTION 1: NATURE OF MEMBERSHIP

Membership confers solely the right to use and enjoy certain Facilities in accordance with Active Wellness Center at Napa’s rules and regulations as they may change from time to time. “Facilities” means the site or sites included in the membership privileges for the type of membership selected by Member on page 1 of this Agreement, the owner or lessee of which Facilities (in each case the “Owner”) may be Active Wellness Center at Napa or a third party. Membership does not confer any interest in the property or assets of Active Wellness Center at Napa or owner (if not Active Wellness Center at Napa) or any right to participate in the management or operations of Active Wellness Center at Napa, financially or otherwise.

SECTION 2: FEES & CHARGES

Registration Fees. As a condition of membership, Member shall pay a registration fee to Active Wellness Center at Napa. The amount, manner, and time of payment of such fee shall be established by Active Wellness Center at Napa and may be changed from time to time. No portion of such fee will be refunded after the Initial 10-Day Cancellation Policy period.

Dues. Member shall pay dues each month pursuant to an electronic funds transfer (EFT) as set forth on page 1 of this Agreement and may terminate his/her membership in accordance with the resignation procedures outlined in Article III Section 4 of this Agreement. The dues for each category of membership shall be subject to change. The amount of such dues will be automatically transferred from Member’s bank account or credit card once each month on or after the due date for payment. A service fee may be assessed each month Active Wellness Center at Napa is unable for any reason to receive payment via EFT for any and all dues and/or charges owed to Active Wellness Center at Napa. Member will pay the dues of any and all additional members added to the Member’s membership. If Member elects to prepay his/her dues in advance, at the end of the prepaid period, his/her membership dues will automatically revert to monthly dues billing.

Club Charges. Member may establish club charging privileges by providing a credit or debit card account authorization where indicated on page 1 of this Agreement. Such account information is stored electronically by Active Wellness Center at Napa for purchases by Member of in-house goods and services which are billed on the date of purchase and reflected on Member’s credit or debit card statement. Club Charge account information is stored electronically and will not be present at the time of purchase.

Late or Returned Item Charges. A Late Fee will be assessed for returned checks, insufficient funds, closed accounts, frozen or declined credit cards, or similar circumstances which result in late or delayed payment to Active Wellness Center at Napa. Member is responsible for providing accurate and updated information on their EFT account to ensure timely receipt of payment. Active Wellness Center at Napa reserves the right to re-attempt collection of Member’s outstanding balance until such time as Member’s account is current.

Debit Cards. The processing date for debit cards may vary due to banking procedures and if charges are returned, they will be subject to a Late Fee.

SECTION 3: FACILITIES & ACCESS

Facility Privileges. Privileges to use one or more Facilities vary depending upon the type of membership selected by Member, which is set forth on page 1 of this Agreement, and may be changed from time to time.

Unavailability of Facilities. The obligation to pay dues is not dependent on the availability of all or any particular Facilities at all times or the type or quantity of the classes or equipment offered at the Facilities. If at any time during the term of the contract, including a transfer of the contractual obligation, Active Wellness Center at Napa eliminates or substantially reduces the scope of the facilities, such as swimming pools or tennis courts that were described in the contract, in an advertisement relating to the specific location, or in a written offer and available to Member upon execution of this Agreement, Member may cancel the Agreement and receive a prorated refund. Member may not cancel the contract pursuant to this subdivision if Active Wellness Center at Napa, after giving reasonable notice, temporarily takes facilities out of operation for reasonable repairs, modifications, substitutions, or improvements. This subdivision shall not be interpreted to give Member the right to cancel the Agreement because of changes to the type or quantity of classes or equipment offered, provided Member is informed in the contract that Active Wellness Center at Napa reserves the right to make changes to the type or quantity of classes or equipment offered, and the changes to the type or quantity of classes or equipment offered are reasonable under the circumstances.

SECTION 4: RESIGNATION & TERMINATION

Voluntary Resignation. The initial term of this Agreement is set forth on page 1 of this Agreement. Voluntary resignation during the initial term is permitted only if the entire amount owed and due through the end of the term is paid.

After Initial Term. After the initial term, Member may resign from Active Wellness Center at Napa by giving advance written notice to Active Wellness Center at Napa via certified mail or signed, dated form as provided by Active Wellness Center at Napa staff. Resignation requests are subject to the following terms and conditions: Notices received by Active Wellness Center at Napa will become effective 30 days after the date of receipt. The billing for the final 30-days will be prorated to exclude any days falling outside the 30-day period. Memberships on hold at the time of resignation will be reactivated for 30-days and charged for 30-days of full dues. A prorated portion of the current month’s hold fee may be applied to the final dues payment. Dues will continue to accrue until the resignation is effective. No resignation will be effective and dues shall continue to be payable until all required payments have been received by Active Wellness Center at Napa. After Member’s resignation has become effective, he/she will not be subject to any further dues and all membership privileges will be terminated. Unless otherwise noted, all members on a family or corporate membership will be converted to individual memberships and subject to the dues of that category upon termination of this membership. If membership dues were prepaid, cancellation of membership within the prepaid time period will negate any prepayment discount, and any refund will be calculated accordingly, taking into account the full non-discounted dues owing for such period.

Involuntary Termination. Active Wellness Center at Napa reserves the right at any time to decline, suspend, or terminate the membership or privileges of any member for failure to comply with the terms of this Agreement or with any rules and regulations adopted by Active Wellness Center at Napa, or for any conduct the Active Wellness Center at Napa determines in its discretion to be improper or in any way contrary to the best interest of the Active Wellness Center at Napa and its membership or due to a member or applicant’s criminal conviction history. Membership may be terminated by written notification mailed to the last address shown on Active Wellness Center at Napa’s records for the member being terminated. The terminated member will remain liable for all dues and other indebtedness incurred prior to the date of termination, which shall be three (3) business days following the date on which the termination notice is mailed by Active Wellness Center at Napa.

Disability or Death. If Member is unable to use the Facilities as provided herein due to disability or death, he/she or his/her estate may terminate this Agreement and shall be relieved of the obligation to pay for services hereunder and shall be refunded any amounts prepaid for such services other than those received prior to death or the onset of disability. As used herein, the term “disability” means a condition that precludes Member from physically using the Facilities as verified in writing by a physician.

Resale of Membership. Member may not sell or otherwise transfer membership to another party without the prior express written approval of Active Wellness Center at Napa.

SECTION 5: CHANGES TO MEMBERSHIP STATUS

Membership Type Conversion. Member may request conversion to another membership type or network by providing written notice to Active Wellness Center at Napa. All membership conversion requests are subject to approval by Active Wellness Center at Napa management and may require payment of additional fees.

Temporary Hold Status. Member may apply for a temporary “Hold” Status for a period of up to six (6) months and no more often than once every twelve (12) months by giving advance written notice to Active Wellness Center at Napa and paying all dues and other unpaid charges. Approved requests received by Active Wellness Center at Napa will become effective on the day requested for a minimum of 30-days and a maximum of six (6) months in thirty-day increments. During an approved Hold status, Member may not use any Facilities and is subject to reduced membership dues. If member is approved for a Hold Status during the initial twelve-month term, the months the membership is subject to the Hold Status will not be counted toward the Member’s initial twelve-month commitment. Member may return to regular membership status by notifying Active Wellness Center at Napa in writing and commencing payment of the prevailing dues for his/her membership type. Availability and rate of Hold status varies by principal Facilities used and membership type.

ARTICLE IV. RULES & REGULATIONS

SECTION 1: Registration. Member must check in and present his/her membership card each time he/she uses any Facilities.

SECTION 2: Attire. Proper attire is required for participants using any Facilities. Shirts and shoes are required in all public and recreational areas. Active Wellness Center at Napa may prohibit the use of any personal equipment on the premises of any Facilities.

SECTION 3: Damages. Any damage caused by Member, Member’s family members (including dependent children), or Member’s guest to any property of Active Wellness Center at Napa, owner (if not Active Wellness Center at Napa), or another person at any Facilities shall be paid for by Member.

SECTION 4. Hours of Operation. The hours of operation are adjusted seasonally and in accordance with the frequency of member usage. Active Wellness Center at Napa reserves the right to change the operating hours.

SECTION 5. Minors and Children.

MEMBERS

13-15 Years Old: Legal guardian must sign a membership agreement for the minor. Must be accompanied by an adult member at all times (unless participating in a staff-supervised program). Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

16-17 Years Old: Legal guardian must sign a membership agreement for the minor. Legal guardian is not required to remain on-site. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children twelve years and younger are allowed only in designated areas for this age group during designated hours of operation and with Active Wellness Center at Napa staff supervision. Legal guardian is required to remain on-site.

NON-MEMBERS

13-17 Years Old: Must have a guest liability waiver completed by a legal guardian. Must be accompanied by a legal guardian at all times. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children through the age of twelve (12) are only allowed in designated areas for this age group during designated hours of operation and with Active Wellness Center at Napa staff supervision.

STAFF-SUPERVISED PROGRAMS

All minors up through 15 years old must be checked in at the front desk by an adult over the age of 18. Their minor waiver must be signed by the legal guardian in advance if the legal guardian is not the one dropping off the minor.

Drop-off for designated staff-supervised programs/classes such as swim team and summer camps is permitted only after being checked in at the front desk.

Drop-off is available up to 15 minutes prior to the start of the program/class for 13-15 year olds.

The adult dropping off a minor 0-12 years old must accompany minors through check-in and wait with the minor until the class/program starts.

The same adult that dropped off the minor must pick up the minor at the end of the program/class. Aftercare is not available after a program/class ends.

Use of the locker room by 13-15 year olds is permitted for changing purposes only.

Active Wellness Center at Napa reserves the right to determine which classes/programs qualify as “staff-supervised.” General group fitness classes are not considered “staff-supervised.”

Active Wellness Center at Napa reserves the right to revoke the drop-off privilege for anyone at any time.

SECTION 6. Personal Business. Members may not use any Facilities for personal business without prior written approval by an authorized representative of Active Wellness Center at Napa.

SECTION 7. Replacement Items. Lost or stolen membership cards and locker keys will be subject to a replacement fee.

Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

ARTICLE V. HIPAA AUTHORIZATION

SECTION 1. Objective:

We offer certain services which may require you to disclose protective health information (“PHI”) under HIPAA in order to use them. Such services may include but not be limited to the following: heart rate and other biometric tracking, condition-specific fitness programs, and dietary and other behavioral counseling.

You do not have to use these services in order to use the Facilities.

If you do use those services you acknowledge that:

We will collect that information such as, by way of example, your name, address, date of birth, sex, height, weight, other measurable physical characteristics, diagnosed medical conditions, biometrics such as heart rate and blood pressure, dietary information and guidance, responses to health questionnaires, actual results of workouts on “smart” equipment (e.g., type of motion, intensity of effort, number of repetitions, times and dates), and additional health and IoT information.

Active Wellness is not a medical provider, and the services Active Wellness provides are not a substitute for medical examination or treatment.

We will store your PHI in third-party applications, such as online health record platforms, the online databases of the providers of specific equipment we use to provide the services, and our own databases.

We agree to keep your PHI confidential.

We may use aggregated de-identified PHI to improve or promote our services and we may disclose it to our clients, including Active Wellness Center at Napa or Owner.

We or the third-party applications we use may offer you the option to connect your data to other third-party applications who are not in contract with us. If you choose to do that, then you agree that we have no responsibility for the use of your information which may result from your choice to connect to such other third-party applications.

By using those services you agree to all of the above.

If you use those services and later change your mind, we will delete or de-identify your information as required under law as soon as practical after you notify us in writing at the address below.

We may use your PHI:

to provide you with useful insights which may improve your experience and for general information purposes.

to present de-identified aggregates to our clients to enable them to assess the impact of our services on their population.

to present de-identified aggregates to potential clients and use in marketing.

to improve our services and design new services.

I, [CLIENTFIRSTNAME] [CLIENTLASTNAME], give this Authorization to Active Wellness. I authorize Active Wellness to provide my PHI to my healthcare providers and to the providers of the services described in Section 1 above. The disclosure of my PHI is intended to enable the service providers described in Section 1 and my healthcare providers to better monitor my physical well-being. The authorization granted herein shall expire on the earlier of (i) the date on which my membership expires or terminates and (ii) the one-year anniversary of the date of this Agreement.

The undersigned has the right to revoke this authorization in writing at any time by giving written notice to Active Wellness at the following address: P.O. Box 2358, San Francisco, CA 94126.

The undersigned’s treatment, payment, enrollment, or eligibility for benefits is not conditioned on whether they signed the Authorization.

Any information disclosed per the Authorization may be re-disclosed by a recipient and is no longer protected by federal or state health privacy laws.

This is a month-to-month agreement and may be terminated as set forth herein. This Membership Agreement (this “Agreement”) is between Active Wellness Center at Napa and the applicant for membership identified on page 1 of this Agreement (“Member”). The Member (or Parent/Guardian if Member is under 18) agrees to the membership plan indicated above and is responsible for payment of all associated dues and charges. This agreement is to remain in effect until Active Wellness Center at Napa has received written notice from Member of its termination as indicated in Article III Section 4 of this document and the notice has become effective. I have read the terms of this agreement and agree to abide by these terms.

Initial 10-Day Cancellation Policy: You, the buyer, may cancel this agreement at any time prior to midnight of the tenth calendar day after the date you signed this agreement to receive a full refund. To cancel, complete the online cancellation form, deliver a signed cancellation notice to the club, or email the club manager. Written letters and email cancellations should state that you, the buyer, are canceling this agreement or words of similar effect.

ARTICLE I. GENERAL POLICIES

SECTION 1. Eligibility for Membership. All membership agreements must be on forms prescribed by Active Wellness Center at Napa and are subject to approval by Active Wellness Center at Napa authorized personnel and payment of the required fees. Persons 18 years or older may become members.

SECTION 2. Third Party Beneficiary Rights. To the extent that any Facilities are owned or leased by an Owner other than Active Wellness Center at Napa, Active Wellness Center at Napa and Member agree that such Owner is an intended beneficiary of Article II, Article III Section 1, and Article IV Section 3 of this Agreement.

SECTION 3. Transfer of Agreement. Active Wellness Center at Napa may be managing this or other Facilities to which you have access under this agreement. In the event that Active Wellness Center at Napa’s management is terminated for any reason, Active Wellness Center at Napa may transfer any or all information (including your personally identifiable information) along with its obligations under this agreement to the Facility’s new management.

SECTION 4. Annual Maintenance Fee. In addition to your monthly dues, an annual fee up to $100 may be charged to your account for purposes reasonably required to maintain the Facilities. Written notice will be given prior to assessing this fee.

SECTION 5. Data Privacy. Member acknowledges and agrees to the Privacy Policy located at https://www.activewellness.com/privacy.

SECTION 6. Amendment of Rules and Regulations. Active Wellness Center at Napa may from time to time adopt rules, regulations, or policies amending or supplementing those contained in this Agreement, and all members will be obligated to comply with such rules, regulations, or policies. If new or amended rules or regulations are adopted, they will be published as “Additional or Substitute Rules and Regulations” unless they are of such a nature that publication would be inefficient or inappropriate, in which case notice shall be posted or members shall be otherwise advised of the amendment or supplement to the Rules and Regulations as necessary.

SECTION 7. Enforcement. If any provision of this Agreement or any supplement hereto is ruled invalid or unenforceable as applied to any person or circumstance, all other provisions of this Agreement shall remain valid and enforceable as applied to all other persons and circumstances.

SECTION 8. Agreement Modification. This Membership Agreement constitutes the entire and exclusive agreement of the parties and supersedes all previous understandings and agreements between the parties, whether oral or written. Modifications or additions to the pre-printed terms of this Agreement, other than the completion of existing blanks, are unauthorized and will not be honored by Active Wellness Center at Napa. The terms of the Membership Agreement may only be modified in writing on separate documentation, and any such modification must be signed and dated by both parties.

ARTICLE II. TERMS FOR RELEASE AND WAIVER OF LIABILITY & ASSUMPTION OF RISK & INDEMNIFICATION AGREEMENT

Member enters into this Release and Waiver and Assumption of Risk for Member and for any and all of Member’s guests and Member’s minor children who Member permits to use the Facilities with or without supervision.

In consideration of being permitted to enter upon, participate in, and use the facilities, equipment, services, and activities of or offered by Active Wellness Center at Napa and Active Wellness LLC (including without limitation fitness programs offered via the internet or otherwise offsite (“Remote Programs”)) and their agents, owners, directors, officers, employees, partners, independent contractors, volunteers, and all other persons acting in any capacity on their behalf (collectively the “Active Wellness Center at Napa Parties”), I, on behalf of myself, my guests, children, heirs, executors, administrators, successors, and assigns hereby:

Acknowledge, understand, and appreciate that my entry upon and/or use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties entails significant risks, both known and unknown, including without limitation the possibility of physical or emotional injury, infectious diseases (viral or bacterial, including but not limited to COVID-19), paralysis, death, other serious or catastrophic personal injuries, and loss or damage to personal property.

Expressly agree and promise to accept and assume all of the risks, both known or unknown, that may arise as a result of my entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether such risks are caused or alleged to be caused by the negligent (actively or passively) acts or omissions of any of the Active Wellness Center at Napa Parties. I hereby confirm that I am voluntarily entering upon, participating in, and using the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, and that I am electing to take such voluntary actions in spite of the risks. I acknowledge and agree that I am solely responsible for my safety and responsible entry upon, participation in, and use of the facilities, equipment, services, and activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether or not supervised by an Active Wellness Center at Napa Party.

Expressly and voluntarily release and forever discharge each of the Active Wellness Center at Napa Parties from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death that I may suffer as a result of my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by the Active Wellness Center at Napa Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Napa Parties, negligent (actively or passively) or otherwise.

Expressly agree to hold harmless, indemnify, and defend each of the Active Wellness Center at Napa Parties (with attorneys of each Active Wellness Center at Napa Party’s choice) from any and all claims, demands, causes of action, or liability for any loss, damages, injuries, or death suffered by any other person in connection with my entry upon, participation in, or use of the facilities, equipment, services, or activities, including Remote Programs, of or offered by Active Wellness Center at Napa Parties, whether the same arises out of or results from any act, omission, or conduct of one or more of the Active Wellness Center at Napa Parties, negligent (actively or passively) or otherwise. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Napa Parties is immediate upon the assertion of any claims, demands, causes of action, or liability by any other person and is not contingent or dependent upon a finding that my actions caused the loss, damages, injuries, or death claimed. The agreement by me to hold harmless, indemnify, and defend the Active Wellness Center at Napa Parties includes all consequential damages incurred by the Active Wellness Center at Napa Parties or which otherwise would be incurred by the Active Wellness Center at Napa Parties absent this agreement, including but not limited to all attorney’s fees and costs, court and litigation costs, experts’ fees and costs, arbitrator fees and costs, mediator fees and costs, payment of any judgment, verdict, award, or settlement on behalf of the Active Wellness Center at Napa Parties, and any other damages incurred by the Active Wellness Center at Napa Parties not included in the preceding list which arise as a direct or indirect consequence of the claims, demands, causes of action, or liability asserted by any other person.

ACKNOWLEDGE THAT I HAVE CAREFULLY READ THIS AGREEMENT AND AM AWARE THAT IT CONTAINS A WAIVER AND RELEASE OF LIABILITY AND THAT I AM GIVING UP SUBSTANTIAL RIGHTS INCLUDING MY RIGHT TO SUE OR HOLD AN ACTIVE WELLNESS CENTER AT NAPA PARTY RESPONSIBLE FOR ANY INJURY WHICH I MAY SUFFER. I AM SIGNING THIS AGREEMENT OF MY OWN FREE WILL AND INTEND FOR MY SIGNATURE TO BE A COMPLETE AND UNCONDITIONAL RELEASE OF ALL LIABILITY TO THE GREATEST EXTENT ALLOWED BY LAW.

ARTICLE III. MEMBERSHIP

SECTION 1: NATURE OF MEMBERSHIP

Membership confers solely the right to use and enjoy certain Facilities in accordance with Active Wellness Center at Napa’s rules and regulations as they may change from time to time. “Facilities” means the site or sites included in the membership privileges for the type of membership selected by Member on page 1 of this Agreement, the owner or lessee of which Facilities (in each case the “Owner”) may be Active Wellness Center at Napa or a third party. Membership does not confer any interest in the property or assets of Active Wellness Center at Napa or owner (if not Active Wellness Center at Napa) or any right to participate in the management or operations of Active Wellness Center at Napa, financially or otherwise.

SECTION 2: FEES & CHARGES

Registration Fees. As a condition of membership, Member shall pay a registration fee to Active Wellness Center at Napa. The amount, manner, and time of payment of such fee shall be established by Active Wellness Center at Napa and may be changed from time to time. No portion of such fee will be refunded after the Initial 10-Day Cancellation Policy period.

Dues. Member shall pay dues each month pursuant to an electronic funds transfer (EFT) as set forth on page 1 of this Agreement and may terminate his/her membership in accordance with the resignation procedures outlined in Article III Section 4 of this Agreement. The dues for each category of membership shall be subject to change. The amount of such dues will be automatically transferred from Member’s bank account or credit card once each month on or after the due date for payment. A service fee may be assessed each month Active Wellness Center at Napa is unable for any reason to receive payment via EFT for any and all dues and/or charges owed to Active Wellness Center at Napa. Member will pay the dues of any and all additional members added to the Member’s membership. If Member elects to prepay his/her dues in advance, at the end of the prepaid period, his/her membership dues will automatically revert to monthly dues billing.

Club Charges. Member may establish club charging privileges by providing a credit or debit card account authorization where indicated on page 1 of this Agreement. Such account information is stored electronically by Active Wellness Center at Napa for purchases by Member of in-house goods and services which are billed on the date of purchase and reflected on Member’s credit or debit card statement. Club Charge account information is stored electronically and will not be present at the time of purchase.

Late or Returned Item Charges. A Late Fee will be assessed for returned checks, insufficient funds, closed accounts, frozen or declined credit cards, or similar circumstances which result in late or delayed payment to Active Wellness Center at Napa. Member is responsible for providing accurate and updated information on their EFT account to ensure timely receipt of payment. Active Wellness Center at Napa reserves the right to re-attempt collection of Member’s outstanding balance until such time as Member’s account is current.

Debit Cards. The processing date for debit cards may vary due to banking procedures and if charges are returned, they will be subject to a Late Fee.

SECTION 3: FACILITIES & ACCESS

Facility Privileges. Privileges to use one or more Facilities vary depending upon the type of membership selected by Member, which is set forth on page 1 of this Agreement, and may be changed from time to time.

Unavailability of Facilities. The obligation to pay dues is not dependent on the availability of all or any particular Facilities at all times or the type or quantity of the classes or equipment offered at the Facilities. If at any time during the term of the contract, including a transfer of the contractual obligation, Active Wellness Center at Napa eliminates or substantially reduces the scope of the facilities, such as swimming pools or tennis courts that were described in the contract, in an advertisement relating to the specific location, or in a written offer and available to Member upon execution of this Agreement, Member may cancel the Agreement and receive a prorated refund. Member may not cancel the contract pursuant to this subdivision if Active Wellness Center at Napa, after giving reasonable notice, temporarily takes facilities out of operation for reasonable repairs, modifications, substitutions, or improvements. This subdivision shall not be interpreted to give Member the right to cancel the Agreement because of changes to the type or quantity of classes or equipment offered, provided Member is informed in the contract that Active Wellness Center at Napa reserves the right to make changes to the type or quantity of classes or equipment offered, and the changes to the type or quantity of classes or equipment offered are reasonable under the circumstances.

SECTION 4: RESIGNATION & TERMINATION

Voluntary Resignation. The initial term of this Agreement is set forth on page 1 of this Agreement. Voluntary resignation during the initial term is permitted only if the entire amount owed and due through the end of the term is paid.

After Initial Term. After the initial term, Member may resign from Active Wellness Center at Napa by giving advance written notice to Active Wellness Center at Napa via certified mail or signed, dated form as provided by Active Wellness Center at Napa staff. Resignation requests are subject to the following terms and conditions: Notices received by Active Wellness Center at Napa will become effective 30 days after the date of receipt. The billing for the final 30-days will be prorated to exclude any days falling outside the 30-day period. Memberships on hold at the time of resignation will be reactivated for 30-days and charged for 30-days of full dues. A prorated portion of the current month’s hold fee may be applied to the final dues payment. Dues will continue to accrue until the resignation is effective. No resignation will be effective and dues shall continue to be payable until all required payments have been received by Active Wellness Center at Napa. After Member’s resignation has become effective, he/she will not be subject to any further dues and all membership privileges will be terminated. Unless otherwise noted, all members on a family or corporate membership will be converted to individual memberships and subject to the dues of that category upon termination of this membership. If membership dues were prepaid, cancellation of membership within the prepaid time period will negate any prepayment discount, and any refund will be calculated accordingly, taking into account the full non-discounted dues owing for such period.

Involuntary Termination. Active Wellness Center at Napa reserves the right at any time to decline, suspend, or terminate the membership or privileges of any member for failure to comply with the terms of this Agreement or with any rules and regulations adopted by Active Wellness Center at Napa, or for any conduct the Active Wellness Center at Napa determines in its discretion to be improper or in any way contrary to the best interest of the Active Wellness Center at Napa and its membership or due to a member or applicant’s criminal conviction history. Membership may be terminated by written notification mailed to the last address shown on Active Wellness Center at Napa’s records for the member being terminated. The terminated member will remain liable for all dues and other indebtedness incurred prior to the date of termination, which shall be three (3) business days following the date on which the termination notice is mailed by Active Wellness Center at Napa.

Disability or Death. If Member is unable to use the Facilities as provided herein due to disability or death, he/she or his/her estate may terminate this Agreement and shall be relieved of the obligation to pay for services hereunder and shall be refunded any amounts prepaid for such services other than those received prior to death or the onset of disability. As used herein, the term “disability” means a condition that precludes Member from physically using the Facilities as verified in writing by a physician.

Resale of Membership. Member may not sell or otherwise transfer membership to another party without the prior express written approval of Active Wellness Center at Napa.

SECTION 5: CHANGES TO MEMBERSHIP STATUS

Membership Type Conversion. Member may request conversion to another membership type or network by providing written notice to Active Wellness Center at Napa. All membership conversion requests are subject to approval by Active Wellness Center at Napa management and may require payment of additional fees.

Temporary Hold Status. Member may apply for a temporary “Hold” Status for a period of up to six (6) months and no more often than once every twelve (12) months by giving advance written notice to Active Wellness Center at Napa and paying all dues and other unpaid charges. Approved requests received by Active Wellness Center at Napa will become effective on the day requested for a minimum of 30-days and a maximum of six (6) months in thirty-day increments. During an approved Hold status, Member may not use any Facilities and is subject to reduced membership dues. If member is approved for a Hold Status during the initial twelve-month term, the months the membership is subject to the Hold Status will not be counted toward the Member’s initial twelve-month commitment. Member may return to regular membership status by notifying Active Wellness Center at Napa in writing and commencing payment of the prevailing dues for his/her membership type. Availability and rate of Hold status varies by principal Facilities used and membership type.

ARTICLE IV. RULES & REGULATIONS

SECTION 1: Registration. Member must check in and present his/her membership card each time he/she uses any Facilities.

SECTION 2: Attire. Proper attire is required for participants using any Facilities. Shirts and shoes are required in all public and recreational areas. Active Wellness Center at Napa may prohibit the use of any personal equipment on the premises of any Facilities.

SECTION 3: Damages. Any damage caused by Member, Member’s family members (including dependent children), or Member’s guest to any property of Active Wellness Center at Napa, owner (if not Active Wellness Center at Napa), or another person at any Facilities shall be paid for by Member.

SECTION 4. Hours of Operation. The hours of operation are adjusted seasonally and in accordance with the frequency of member usage. Active Wellness Center at Napa reserves the right to change the operating hours.

SECTION 5. Minors and Children.

MEMBERS

13-15 Years Old: Legal guardian must sign a membership agreement for the minor. Must be accompanied by an adult member at all times (unless participating in a staff-supervised program). Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

16-17 Years Old: Legal guardian must sign a membership agreement for the minor. Legal guardian is not required to remain on-site. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children twelve years and younger are allowed only in designated areas for this age group during designated hours of operation and with Active Wellness Center at Napa staff supervision. Legal guardian is required to remain on-site.

NON-MEMBERS

13-17 Years Old: Must have a guest liability waiver completed by a legal guardian. Must be accompanied by a legal guardian at all times. Must follow Center code of conduct and demonstrate appropriate behavior and use of equipment at all times. Access may be revoked at any time at the discretion of the General Manager.

12 Years Old and Younger: Children through the age of twelve (12) are only allowed in designated areas for this age group during designated hours of operation and with Active Wellness Center at Napa staff supervision.

STAFF-SUPERVISED PROGRAMS

All minors up through 15 years old must be checked in at the front desk by an adult over the age of 18. Their minor waiver must be signed by the legal guardian in advance if the legal guardian is not the one dropping off the minor.

Drop-off for designated staff-supervised programs/classes such as swim team and summer camps is permitted only after being checked in at the front desk.

Drop-off is available up to 15 minutes prior to the start of the program/class for 13-15 year olds.

The adult dropping off a minor 0-12 years old must accompany minors through check-in and wait with the minor until the class/program starts.

The same adult that dropped off the minor must pick up the minor at the end of the program/class. Aftercare is not available after a program/class ends.

Use of the locker room by 13-15 year olds is permitted for changing purposes only.

Active Wellness Center at Napa reserves the right to determine which classes/programs qualify as “staff-supervised.” General group fitness classes are not considered “staff-supervised.”

Active Wellness Center at Napa reserves the right to revoke the drop-off privilege for anyone at any time.

SECTION 6. Personal Business. Members may not use any Facilities for personal business without prior written approval by an authorized representative of Active Wellness Center at Napa.

SECTION 7. Replacement Items. Lost or stolen membership cards and locker keys will be subject to a replacement fee.

Warning: Use of steroids to increase strength or growth can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damaged liver function. Men and women using steroids may develop fertility problems, personality changes, and acne. Men can also experience premature balding and development of breast tissue. These health hazards are in addition to the civil and criminal penalties for unauthorized sale, use, or exchange of anabolic steroids.

ARTICLE V. HIPAA AUTHORIZATION

SECTION 1. Objective:

We offer certain services which may require you to disclose protective health information (“PHI”) under HIPAA in order to use them. Such services may include but not be limited to the following: heart rate and other biometric tracking, condition-specific fitness programs, and dietary and other behavioral counseling.

You do not have to use these services in order to use the Facilities.

If you do use those services you acknowledge that:

We will collect that information such as, by way of example, your name, address, date of birth, sex, height, weight, other measurable physical characteristics, diagnosed medical conditions, biometrics such as heart rate and blood pressure, dietary information and guidance, responses to health questionnaires, actual results of workouts on “smart” equipment (e.g., type of motion, intensity of effort, number of repetitions, times and dates), and additional health and IoT information.

Active Wellness is not a medical provider, and the services Active Wellness provides are not a substitute for medical examination or treatment.

We will store your PHI in third-party applications, such as online health record platforms, the online databases of the providers of specific equipment we use to provide the services, and our own databases.

We agree to keep your PHI confidential.

We may use aggregated de-identified PHI to improve or promote our services and we may disclose it to our clients, including Active Wellness Center at Napa or Owner.

We or the third-party applications we use may offer you the option to connect your data to other third-party applications who are not in contract with us. If you choose to do that, then you agree that we have no responsibility for the use of your information which may result from your choice to connect to such other third-party applications.

By using those services you agree to all of the above.

If you use those services and later change your mind, we will delete or de-identify your information as required under law as soon as practical after you notify us in writing at the address below.

We may use your PHI:

to provide you with useful insights which may improve your experience and for general information purposes.

to present de-identified aggregates to our clients to enable them to assess the impact of our services on their population.

to present de-identified aggregates to potential clients and use in marketing.

to improve our services and design new services.

I, [CLIENTFIRSTNAME] [CLIENTLASTNAME], give this Authorization to Active Wellness. I authorize Active Wellness to provide my PHI to my healthcare providers and to the providers of the services described in Section 1 above. The disclosure of my PHI is intended to enable the service providers described in Section 1 and my healthcare providers to better monitor my physical well-being. The authorization granted herein shall expire on the earlier of (i) the date on which my membership expires or terminates and (ii) the one-year anniversary of the date of this Agreement.

The undersigned has the right to revoke this authorization in writing at any time by giving written notice to Active Wellness at the following address: P.O. Box 2358, San Francisco, CA 94126.

The undersigned’s treatment, payment, enrollment, or eligibility for benefits is not conditioned on whether they signed the Authorization.

Any information disclosed per the Authorization may be re-disclosed by a recipient and is no longer protected by federal or state health privacy laws.