THIS MEMBERS AGREEMENT (Agreement) is entered into

 

1. BETWEEN:

 

1. TERROFIT, LLC (d/b/a Vita Wellness Center, and hereinafter, VITA) with a business address at 248 Tompkins Ave, Brooklyn, NY,11216, and ___________(hereinafter the Member).

 

​Acknowledgment

 

By signing this Agreement, Member agrees to comply with and be bound by these terms and conditions and any operating rules, regulations, policies, and procedures that may be modified from time to time governing the Member's usage of the services offered at the VITA.

 

Membership Details

 

• One-Time Membership Plan

 

​This Agreement becomes effective on the date of purchase (such date, the Effective Date) or signed date by the Member.

 

One-time Payment  (One-time Plan Term):

1.  4 weeks; 28 Days Period: Membership Purchase Fee 

2.  6 weeks; 42 Days Period: Membership Purchase Fee 

3.  24 weeks; 168 Days Period: Membership Purchase Fee 

4.  52 weeks; 364 Days Period: Membership Purchase Fee

 

• Subscription Details

 

This Agreement becomes effective on the date of purchase (such date, the Effective Date) or signed date by the Member.

 

Subscription Term (Subscription Term):

 

1. Recurring: an auto-renewal payment that is processed every 4 weeks (28 days Billing Cycle; payable in advance for all sessions ); At Subscription Fee price

2. Recurring: an auto-renewal payment that is processed every 2 weeks (14 days Billing Cycle; payable in advance for all sessions ); At Subscription Fee price

 

 

1. Subscription Renewal

 

This Agreement will be effective beginning the purchase date by the Member and will last until the end of the Subscription Term selected, and will automatically convert to an automatic renewing basis for additional Subscription Terms unless earlier (a) renewed by the Member for a longer Subscription Term or (b) canceled at least [fourteen days] prior to the end of the then-current Subscription Term.

 

1. Grace Period

 

Notwithstanding the foregoing, this Agreement may be terminated without penalty by the Member within three (3) business days of the Effective Date, provided that the Member has tendered payment at the then-current per-class rates for all classes attended by the Member after the Effective Date, in which case the Member will receive a full refund of the Subscription Fee. VITA will process any applicable refund to a Member’s credit card on file. If a Member is paying by direct debit of their bank account, VITA will process any applicable refund to their alternative payment source on file.

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• Independent Contractors

 

The Member acknowledges that VITA may utilize the services of independent contractors. VITA does not warrant or guarantee the quality of these services and does not guarantee that these services will remain available to the Members or their guests for any guaranteed period of time, and hereby disclaims all liability arising out of such services.

 

• Payment Policy

 

1. Automatic Charges

 

The Member hereby grants VITA express permission to charge their credit/debit on a recurring basis as set forth above based on the selected Subscription Term. The Member understands that participation in VITA’s sessions is subject to their own usage depending on VITA’s schedule and policies. The Member acknowledges and consents to these terms and conditions, including that this agreement will automatically continue until it is canceled by either party.

 

• Subscription Term Payable in Advance

 

The Member understands and agrees that recurring Subscription Terms are paid for in advance for the subsequent two or four-week term period, on the calendar date on which the Subscription Term began, except that if the date of such payment falls on a day that is not a Business Day, the payment will be charged on the following Business Day.

 

• Onetime Plan Term Payable in Advance

 

The Member understands and agrees that Onetime Payment Plan Terms are paid for in advance for the subsequent term period of use, except that if the date of such payment falls on a day that is not a Business Day, the term period of usage will start the following Business Day

 

• Unused sessions expire

 

Member is responsible for “booking” each session during the Membership Plan Term. All unused credits will automatically expire and will not roll over to any following Membership Term that may be purchased.  No refunds will be due or owed to the Member in such an event.  It is the Member's responsibility to ensure they utilize all sessions either in-person, at home or virtually to avoid sessions expiring. The Member can avoid credits expiring by scheduling all sessions for any available future date in the calendar, so long as they do so before the last date of the Membership Plan Term ends or renews.

 

• Upgrading/Downgrading Packages:

 

The Member may upgrade/downgrade their Membership withstanding if submitted at least three days prior to the next billing cycle. The new subscription must be purchased followed by an email to info@vitawellnessnyc.com requesting to cancel their old subscription.3

• Card Declination

 

In the event of a declined credit card/debit card, the Member's Membership will be immediately canceled & any unused sessions within the Membership account will be removed. To continue using VITA’s services, a new Membership Plan must be purchased, or a single session payment is required

 

• Attendance & Cancellation Policy

 

Reserving and Canceling/Rescheduling Classes/Sessions:

 

(i) Members are solely responsible for the booking and canceling of their sessions. Members may reserve sessions/class spots online or via the mobile app through their account page at least 48 hours before the scheduled class or may reserve class spots online 24 hours in advance (in each case, subject to schedule availability) by contacting a member of the VITA team.

 

1. Members may cancel or reschedule a class at least 12 hours before the start of the scheduled class time through their account page, or at least 12 hours before the start of the scheduled class by contacting the coach or VITA Representative. If there are any issues with canceling or rescheduling please contact VITA at info@vitawellnessnyc.com or by the website Contact Us page. Members with program-specific session dates and times can reschedule/make up a canceled session by attending the agreed-upon substitute session dates provided by the schedule.

2. The Member understands that if they do not cancel before such time, they will be marked as a “no-show/late” and the class will be charged as “redeemed/completed” and no refund or reimbursement will be owed to The Member. If the trainer cancels the class within 12 hours of the scheduled start time, a session credit for the class or session will be added back to the Member’s account for future use.

 

The Member must ensure to utilize sessions in-person, at home or virtually to avoid sessions expiring – by scheduling session/class credit into the calendar in the manner specified above.

 

If the Member should fall ill or have an emergency resulting in an absence session, VITA  offers 8 courtesy “unexpected leave session credits (Courtesy Credits) per annual term to be used as needed by the Member.

 

The Member acknowledges they shall not be relieved of their obligations to make payments agreed to, and no deduction from any payments shall be made because of the Member's failure to utilize all of their sessions. The Subscription Fee is due for the Recurring Term of time and is not related to or adjusted based on, the actual usage of VITA services.

 

• Sign-in

 

The Member is required to check in and enter their scheduled session/classes no later than 5 minutes after the scheduled start time. If a member does not enter their session by this time, it is considered a no-show, and VITA reserves the right to assign the spot in the class to another person on the waitlist and loss of the session from the Member's account.

 

Termination

 

1. Subscription Cancellation

 

Cancellation of subscription must be submitted either through the cancellation form on the Member’s account page or by email to Info@vitawellnessnyc.com 14 days before the next billing date of the Member’s subscription plan. If the cancellation request is not submitted at least 14 days prior to the next billing date, the cancellation will not be effective until the following billing cycle date.

• Pause/Suspend Membership

 

The requested pause subscription period must be emailed 5 days before the billing date. The maximum pause period is up to 28 days, and the request must (a) be sent through email at Info@vitawellnessnyc.com, and (b) state the specific dates that the Member wishes to pause and re-activate their subscription.

 

The Member is allotted 3 subscription pauses in one billing year

 

• Warranted Early Termination

 

If the Member has more than four weeks remaining on any Subscription Term, the Member may terminate early in the event they can demonstrate the following circumstances: (a) an illness or injury that affects their ability to participate in classes at VITA (doctor's note required) (b) they have permanently relocated out of the NYC metro area (evidence of new lease, job offer, or similar evidence of permanent relocation outside the NYC area required) or (c) If the Member dies, the estate will be relieved of any further obligation for payment under this Agreement not then due and owing, as evidenced by a death certificate or other reasonable confirmation of death.

 

​Miscellaneous

 

• COVID-19 Assumption of Risk

 

VITA will continuously use all preventative measures in its power to reduce the spread of COVID-19. However, VITA cannot guarantee that Members will not become infected with COVID-19 while using the services of VITA.

 

• COVID-19 Precautions:

 

Member acknowledges and understands that they should inform VITA in the event they learn that they had prolonged physical contact with others with known or suspected exposure to COVID-19. Furthermore, Member acknowledges and agrees that they will not enter VITA or participate in any in-person classes, sessions, workshops, etc. if they are experiencing symptoms, or, to their knowledge, come in contact with anyone who was either known or suspected to have had symptoms within the past 14-days, associated with COVID-19 or any other sign of illness, including, without limitation, fever, chills, cough, shortness of breath, or sore throat, or if they have a suspected, diagnosed, or confirmed case of COVID-19.

 

• COVID-19 Acknowledgement

 

The Member acknowledges they have read and understood the warning concerning the use of VITA’s facilities and COVID-19 potential risk. Member acknowledges and agrees that by entering VITA’s facilities, they accept the risk of contracting COVID-19 while using VITA’s services. Member acknowledges and understands that it is their personal choice to attend in-person or alternative virtual sessions/classes.

 

• Assumption of Risk

 

VITA encourages Members to see their doctor on a regular basis and seek their advice prior to engaging in any new or modified fitness or nutrition regimen or if the Member has any questions or concerns regarding his/her health and fitness regimen or the diagnosis of any medical condition. By signing up for and/or attending classes, sessions, events, and other programs and using the premises, facilities, and equipment, the Member hereby acknowledges and understands that:

 

1. There are certain inherent risks and dangers in attending these services and facilities.

2. some risks cannot be eliminated regardless of the care taken to avoid injuries.

 

Member hereby agrees that:

 

1. they shall comply with all stated and customary terms, posted safety signs, rules, and verbal instructions given by staff

2. they assume full responsibility for any and all injuries or damage which are sustained or aggravated by VITA’s services and facilities,

3. release, indemnify, and hold harmless VITA, and its partners, directors, members, employees, representatives, and agents, and each of their respective successors and assigns and all others, from any and all responsibility, claims, actions, suits, procedures, costs, expenses, damages, and liabilities to the fullest extent allowed by law arising out of or in any way related to participation in the services or use of VITA, and

 

Member agrees that they will only utilize VITA’s services and facilities under the following conditions:

 

1. they have no medical or physical condition that would prevent them from properly using any of VITA's service and facilities,

2. they do not have a physical or mental condition that would put them or others in any physical or medical danger, and

3. they have not been instructed by a physician to not participate in physical exercise

 

​Waiver and Release of Liability

 

IN CONSIDERATION OF THE MEMBERSHIP PRIVILEGES PROVIDED TO MEMBER HEREUNDER, AND ON BEHALF OF YOUR HEIRS, BENEFICIARIES , DISTRIBUTEES, LEGAL REPRESENTATIVES, SUCCESSORS, ASSIGNS AND GUESTS, YOU HEREBY VOLUNTARILY AND KNOWINGLY, FOREVER WAIVE, RELEASE, COVENANT NOT TO SUE, DISCHARGE AND HOLD HARMLESS TERROFIT, LLC (D/B/A VITA WELLNESS CENTER), ITS PARENTS, SUBSIDIARIES, AND OTHER AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS AND ASSIGNS (THE “ VITA PARTIES”) FROM, AND SUCH VITA PARTIES WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR, ANY LOSSES OR DAMAGES, WHETHER DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY, INCLUDING WITHOUT LIMITATION FOR ANY PROPERTY LOSS OR DAMAGE, LOSS OF EARNINGS OR EARNING CAPACITY, PERSONAL INJURY, ILLNESS, DISEASE (INCLUDING AN INFECTIOUS DISEASE), INFECTION, IMPAIRMENT, PHYSICAL PAIN, MENTAL ANGUISH, PARALYSIS, HEART ATTACK OR DEATH, ARISING OUT OF, IN CONNECTION WITH OR RELATED TO THIS AGREEMENT, YOUR MEMBERSHIP, THE USE OR NON-USE OF ANY SERVICE, PRODUCT OR EQUIPMENT PROVIDED OR OFFERED HEREUNDER, WHETHER RELATED TO EXERCISE OR NOT AND REGARDLESS OF LEGAL THEORY WHETHER ARISING IN OR BY STATUTE, TORT, CONTRACT, STRICT LIABILITY, BREACH OF WARRANTY OR OTHERWISE, INCLUDING THOSE LOSSES OR DAMAGES RESULTING FROM OR CAUSED BY, IN WHOLE OR IN PART, THE NEGLIGENCE OF ANY VITA PARTY AND REGARDLESS OF WHETHER SUCH LOSSES OR DAMAGES ARE KNOWN OR UNKNOWN TO YOU OR ANY OTHER PERSON; PROVIDED THAT THE FOREGOING RELEASE AND WAIVER OF LIABILITY SHALL

NOT APPLY TO ANY LOSSES OR DAMAGES TO THE EXTENT CAUSED BY OR RESULTING FROM THE WILLFUL OR WANTON MISCONDUCT OF ANY VITA PARTY OR TO THE EXTENT PROHIBITED BY LAW. NONETHELESS, THIS RELEASE IS INTENDED BY BOTH PARTIES TO BE AS BROAD IN EFFECT AS ALLOWED BY LAW AND SHALL COVER OR INCLUDE ANY CLAIM OR DEMAND YOU HAVE, HAD OR EVER WILL HAVE.

 

• Facility Damage

 

Member agrees that they are responsible for any damage they may directly or indirectly cause to any of VITA’s equipment belonging to or leased by VITA. In addition, Member agrees they will inform the on-duty manager if they notice any damage to VITA’s equipment.

 

• Photo/Video Release

 

1. Member hereby grants VITA and its representatives, employees, or agents the right to take photographs and video footage of them while at VITA. VITA may use and publish these content images or videos in print and/or electronically.

2. Member agrees that VITA may use photographs or video footage of them with abbreviated names for any lawful purpose, including for such purposes as publicity, illustration, advertising, and web content.

 

​Dispute Resolution; Governing Law; Agreement to Arbitrate

 

• By using the services that VITA provides, the Member and VITA agree to submit any and all Disputes (as defined below) to binding arbitration pursuant to the Federal Arbitration Act (Title 9 of the United States Code), which shall govern the interpretation and enforcement of this arbitration agreement (Arbitration Agreement). The arbitration shall be before either (1) JAMS (formerly known as Judicial Arbitration and Mediation Services), www.jamsadr.com, or (2) the American Arbitration Association (AAA), www.adr.org. If Member initiates arbitration, Member shall have the choice between these two arbitration forums; if VITA initiates arbitration, it shall have the choice between these two arbitration forums.

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• THE PARTIES AGREE THAT ANY AND ALL DISPUTES (AS, AND TO THE EXTENT, DEFINED BELOW), WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT BY A JUDGE OR JURY, IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

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• By using the services provided by VITA, Member agrees that the arbitration of any Dispute (as defined below) shall be conducted on an individual, not a class-wide or collective basis and that no such arbitration proceedings may be consolidated with any other arbitration or other legal proceedings involving VITA or any other person.The Member further agrees that they will not be a class representative, class member, or otherwise participate in a class, representative, collective, or consolidated proceeding against VITA or related parties. The Parties agree that the arbitrator of any Dispute may not consolidate more than one person's claims, and may not otherwise preside over any form of a class or representative proceeding or claim (such as a class action, representative action, consolidated action, or private attorney general action). If the foregoing class action waiver (Class Action Waiver) or any portion thereof is found to be invalid, illegal, unenforceable,

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unconscionable, void, or voidable, then the Arbitration Agreement will be unenforceable, and the Dispute will be decided by a court. Any claim with respect to the scope of an arbitrator's authority, jurisdiction, or the validity, legality, enforceability, unconscionability, or applicability of this Arbitration Agreement and Class Action Waiver shall be decided by the arbitrator.

 

• Except as described below, the term "Dispute" in this Arbitration Agreement and Class Action Waiver means any dispute, claim, or controversy between the Parties hereto regarding any aspect of Member's relationship with VITA, including without limitation those alleging or based in contract, statute, regulation, ordinance, tort, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior, or any other legal, statutory or equitable theory, and includes the validity, enforceability or scope of these Terms.

 

• Either Party may initiate arbitration proceedings. The arbitration will be conducted before a single arbitrator. The arbitration will be an individual arbitration, and shall in no event be commenced as a representative or class arbitration. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols for Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. Which particular rules apply in AAA arbitration will depend on how much money is at issue. For less than $75,000, the AAA's Supplementary Procedures for Consumer-Related Disputes/Consumer Arbitration Rules will apply; for Disputes involving $75,000 or more, the AAA's Commercial Arbitration Rules will apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. If required for the enforceability of the Arbitration Agreement under the Federal Arbitration Act, VITA will pay all arbitrator's costs and expenses. If not, those costs will be paid as specified in the above-referenced rules. The arbitration will be held in New York City, New York.

 

• This Agreement shall be governed by the laws of the State of New York. Members agree that all claims it may have arising from or relating to the Agreement or the use of VITA or its services are to be settled by binding arbitration in the State of New York. Member agrees that an award of arbitration may be confirmed in a court of competent jurisdiction.

 

​Center Cancellation Rights; Disclaimers

 

Member acknowledges that VITA may revoke the Member's right to use any of VITA’s services at  any time. MEMBER UNDERSTANDS THAT VITA HAS NO OBLIGATION TO REFUND ANY PORTION OF SUCH MEMBER’S SUBSCRIPTION FEES BUT THAT VITA MAY ELECT, IN ITS SOLE DISCRETION, TO REFUND SUCH MEMBER’S SUBSCRIPTION FEES FOR ANY REMAINING SUBSCRIPTION TERM ON A PRO-RATED BASIS.  MEMBER UNDERSTANDS AND ACKNOWLEDGES THAT VITA HAS NO OBLIGATION TO MAINTAIN THE SERVICES, IN WHOLE OR IN PART, NOR DOES IT HAVE ANY OBLIGATION TO PROVIDE MEMBER WITH ANY RELATED MAINTENANCE OR SUPPORT SERVICES. VITA RESERVES THE RIGHT TO RENDER THE SERVICES, IN WHOLE OR IN PART, TEMPORARILY OR PERMANENTLY UNAVAILABLE OR TO OTHERWISE TERMINATE, SUSPEND ACCESS TO, REPLACE, OR MODIFY THE SERVICES OR ANY PORTION THEREOF, AT ANY TIME AND FOR ANY OR NO REASON, WITH OR WITHOUT PRIOR NOTICE OR LIABILITY TO MEMBER. ANY CONTENT OR OTHER INFORMATION MADE AVAILABLE ON OR THROUGH THE SERVICES IS ALSO SUBJECT TO CHANGE AT ANY TIME AND WITHOUT NOTICE OR LIABILITY TO MEMBER. MEMBER ACKNOWLEDGES AND AGREES THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MEMBER’S USE OF THE SERVICES IS AT MEMBER’S SOLE RISK, AND THAT THE SERVICES, AND ALL ASPECTS THEREOF, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. VITA MAKES NO REPRESENTATIONS OR WARRANTIES, AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HEREBY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, OF ANY KIND, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION: (1) WARRANTIES OF MERCHANTABILITY, TITLE, AVAILABILITY, NON-INFRINGEMENT OR FITNESS FOR PARTICULAR PURPOSE; (2) WARRANTIES THAT THE SERVICES WILL MEET MEMBER REQUIREMENTS, OR OPERATE WITH THE DEVICES, HARDWARE OR SOFTWARE MEMBER USE; (3) WARRANTIES THAT MEMBER ACCESS TO AND USE OF THE SERVICES AND CONTENT WILL BE AVAILABLE, UNINTERRUPTED, CURRENT, OR FREE FROM INACCURACIES, ERRORS, OR MALICIOUS CODE; (4) WARRANTIES THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR (5) ANY IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE

 

Amendments to Agreement

 

This Agreement may only be amended by an express written amendment executed by both Parties.

 

Severability.

 

If any provision of this Agreement shall be held or made invalid by a court decision, statute, or rule, or shall be otherwise rendered invalid, the remainder of this Agreement shall not be affected thereby.

 

[Signature Page Follows]

 

By signing below, clicking the “I agree” box at checkout, or e-sign form title VITA Membership Agreement, the Member acknowledges and agrees that the Member has read and understood the terms of this Agreement and agrees to comply with and be bound by them and any operating rules, regulations, policies, and procedures that may be modified from time to time.

 

Member

 

Date: