Membership Terms and Conditions

STANDARD TERMS AND CONDITIONS

Performance. A party’s failure to insist upon or enforce strict performance of any term or provision of this Agreement shall not be construed as a waiver of any term, provision or right. Neither course of conduct nor trade practice shall act to modify any provision of this Agreement.

Waiver, Release & Assumption of Risk. At the same time Member is signing this Agreement, Member is also signing a Member Waiver, Release of Liability & Assumption of Risk (the “Release”). The parties agree that the Release is part of this Agreement and it is incorporated herein by reference as if fully set forth at length. If there is a conflict between the Release and this Agreement, the terms and conditions which provide KMD with the most protection to and/or the greatest limitation of liability shall control.

Disclaimers – “As-Is” Only. There is no warranty or guarantee of any kind with respect to KMD’s Member training as far as results of use. This means KMD, its principals, officers, instructors, agents, other members, and employees, are not responsible for any loss or damage incurred directly or indirectly by Member because of access to and/or use of KMD’s facility and training. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, KMD DOES NOT MAKE ANY WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT. Member understands there are many factors affecting training and performance. Because there are so many factors beyond the control of KMD, Member understands and agrees KMD does not guarantee any results from training.

Testing and Personal Items. Membership does not include belt testing fees or personal equipment costs (clothing, gloves, mouth guards, etc.). Member must pay for these separately.

Misconduct. Member’s access to KMD’s training facility is per a revocable nonexclusive nontransferable nonassignable nonsublicensable license granted by KMD to use the training facility during normal business hours to attend and participate in classes offered by KMD or its agents. KMD reserves the right to unilaterally change the training facility’s business hours by posting a sign on the training facility’s front door. Member agrees to only use the training facility for lawful purposes and to be respectful of the rights of KMD’s other members, guests, and instructors. To preserve the training facility’s environment, Member understands KMD may, at any time and in its sole discretion, ask Member to leave the training facility and/or terminate this Agreement. To preserve the benefits of the training facility for others, Member will promptly and quietly leave if requested to do so by KMD.

Criminal Records & Background Check. Member represents that Member has not been convicted of or pled guilty to a felony or misdemeanor that involves the use of threat or force against another person (each, a “Violent Crime”). KMD reserves the right to conduct one or more criminal records background checks of Member in the manner prescribed by law. Member agrees to cooperate fully with each background check including, but not limited to, authorizing such to occur. If Member has been or is convicted of or pled guilty to a Violent Crime or fails to cooperate fully with a background check, Member shall be notified by KMD that membership is terminated immediately with no refund of any sums paid. And if Member has been or is arrested for a Violent Crime, KMD also reserves the right to suspend performance of this Agreement (including Facility access) until the criminal proceedings have been concluded.

Governing Law. The rights and obligations of the parties will be governed and controlled by the laws of the State of Texas applicable to contracts made and performed therein without reference to the applicable choice of law provisions.

Dispute Resolution. Subject to the terms of the Texas Health Spa Act, the parties agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by confidential binding arbitration before one arbitrator who is a former federal or state court judge. Arbitration shall be administered by the arbitrator pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. In no case shall either party have the right to go to court or have a jury trial. The parties will not have the right to engage in pre- trial discovery except as provided in the rules; they will not have the right to participate as a representative or member of any class of claimants pertaining to any claim subject to arbitration; the arbitrator’s decision will be final and binding with limited rights of appeal. This clause does not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Unless otherwise agreed to by the parties, all arbitration must occur in Plano, Collin County, Texas USA. Arbitration fees and costs shall be split equally and the parties are solely responsible for their respective lawyer fees.

Indemnification. Member agrees to release, indemnify, and hold KMD, its principals, partners, instructors, contractors, agents, employees, officers, directors, shareholders, and assigns harmless from all liabilities, claims, damages, costs and expenses, including reasonable attorney fees and expenses, relating to or arising from Member’s use of martial arts and/or self- defense skills taught by KMD per this Agreement. When KMD is threatened with suit or sued by a third party, KMD may seek written assurances from Member concerning Member’s promise to indemnify KMD; Member’s failure to provide those assurances may be considered by KMD to be a material breach of this Agreement. In addition, in the event KMD is made a party to any claim, suit or action by Member which is unsuccessful or by a third party in each case relating to or arising from KMD’s training of Member, Member will reimburse KMD, at a reasonable rate, for all personnel time and expenses expended by KMD in response to such claim, suit or action including without limitation, all attorney fees and expenses incurred by KMD with respect to such response. The provisions of this paragraph shall survive termination of this Agreement for any reason.

Force Majeure. KMD shall not be liable for failure to perform any of its obligations under this Agreement during any period in which KMD cannot perform due to fire, earthquake, flood, or other natural disaster, epidemic, explosion, casualty, war, terrorism, embargo, riot, civil disturbance, act of public enemy, act of God, or the intervention of any government authority, or similar cause beyond KMD’s control. If KMD’s training facility is rendered unusable for thirty (30) consecutive days or longer because of an event beyond KMD’s control, KMD shall extend the term of Member’s contract for a period equal to the time the training facility is rendered unusable.

Limitation of Liability. IN NO EVENT SHALL KMD BE LIABLE OR RESPONSIBLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES OF ANY KIND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE AND REGARDLESS OF THE CAUSE OF ACTION UPON WHICH ANY SUCH CLAIM IS BASED. IN NO EVENT SHALL KMD’S LIABILITY FOR ANY REASON WHATSOEVER EXCEED THE TOTAL SUM PAID TO KMD BY MEMBER PER THIS AGREEMENT.

Membership Cap. KMD reserves the right to unilaterally change or remove limits on the number of members (in the aggregate or by membership level) at any time in the KMD’s sole discretion. Notice of any such change or removal will be given by posting a notice in the training facility’s lobby for seven (7) consecutive calendar days.

Training Facility Rules. All members and their guests must comply with KMD’s Training Facility Rules of Use & Code of Conduct (the “Rules”). KMD reserves the right to amend the Rules by posting an updated copy in the training facility’s lobby. KMD may suspend or revoke Member or guest access to the training facility for violating the Rules. In addition, such rules are accessible to member at the KMD’s website (www.KravMagaDallas.com).

Media Release. At the same time Member is signing this Agreement, Member is also signing a Media Release (the “Media Release”). The parties agree that the Media Release is part of this Agreement and it is incorporated herein by reference as if fully set forth at length. If there is a conflict between the Media Release and this Agreement, the terms and conditions which provide KMD with the most protection to and/or the greatest limitation of liability shall control.

Contact Information. Member must provide prompt written notice to KMD of any changes to the contact information furnished on Page 1 of this Agreement, including but not limited to any changes to current mailing address, phone numbers, and emergency contact information.

Biometric Identifiers. During the initial term of this Agreement and any renewal terms, KMD may decide to collect, retain, and use one or more of the following individual biometric identifiers to provide services to each Member: (1) fingerprint; (2) retina or iris scan; (3) voiceprint; and/or (4) record of hand or face geometry. Services provided by biometric identifier may include, but are not limited to, access to KMD’s training facility when staff are not present, location and activity tracking within the training facility’s premises, and Member purchases from KMD (e.g. exercise clothing). Access to Member’s biometric identifiers will be limited to KMD, its employees, and agents (e.g. biometric software providers) unless otherwise required by applicable law. KMD will never sell biometric identifiers to third parties. At least fourteen (14) days prior to the initial collection of Member biometric identifiers, KMD will inform Member of such planned collection by posting a notice in the training facility’s lobby. In addition, the notice of collection will be posted at the KMD’s website (www. KravMagaDallas.com). Member understands, agrees, and expressly consents to the collection, retention, and use of biometric identifiers by KMD, its employees, and agents to provide Member services. Member’s biometric data will be destroyed within one (1) year of membership termination.

Default and Late Payments. If Member defaults on any payment obligation as called for in this Agreement, KMD will have the right to declare the entire remaining balance due and payable, and Member agrees to pay allowable interest, and all costs of collection. This includes, but is not limited to, collection agency fees, court costs, and attorney fees. A default occurs when any payment due under this Agreement is more than 10 days late. Should any payment become more than 10 days past due, Member will be charged a $10.00 late fee and any applicable service fee(s). If Member is paying dues by electronic funds transfer (EFT), the billing company used by KMD reserves the right to draft via EFT all amounts owed by Member including any and all late fees and service fees.

Membership Freeze. KMD may freeze Member’s membership upon written request of Member because of extenuating circumstances (e.g. pregnancy, injury, military duty) as determined within the sole discretion of KMD. TEMPORARY HOLDS WILL NOT BE GRANTED DUE TO PERSONAL VACATIONS OR BUSINESS TRAVEL. The month(s) frozen will be added at the end of the then current term of this Agreement. To be eligible for a membership freeze, Member must be in good standing with all Processing and Enrollment Fees paid and Member must be current on all dues. If approved, a freeze shall not exceed ninety (90) days in length except for members of the military on TDY with official orders in writing. Request for a temporary freeze must be given to KMD via written email notification thirty (30) days prior to the date Member wants the hold to commence and will not be issued retroactively. All payments drawn prior to the requested hold will not be refunded. Member will not be billed for frozen months and billing will resume automatically upon the end of the frozen period. Payments scheduled throughout the frozen period will be rescheduled to the end of the current membership agreement.

Dues & Fees. Member agrees to pay the dues and fees as required by their membership. All billing and account information is managed by KMD, its employees, and agents. KMD immediately earns the processing and enrollment fees when Member buys a membership, including any and all paid amounts or unpaid portions that are to be paid according to a payment plan. These fees and any prepaid dues are not refundable, except as stated in this Agreement. Whether or not Member use the Facilities, Member must still pay all dues. Member agrees to pay KMD an administrative fee for any returned check or debit problems. This includes, but is not limited to non-sufficient funds, closed account, frozen or declined credit, or similar circumstances. The current fee is $10.00, but is subject to change at KMD’s sole discretion.

Multi-Person Memberships. If a 2-Person Membership or Group Membership (3 or more individuals) is purchased, one (1) Member only pays all the dues and fees for that multi-Member membership. If a Group Membership drops a member, the total dues will be reduced by the lowest rate membership in the Group Membership if the remaining members consist of three or more individuals. However, if a Group Membership of three Members drops to two Members, the dues change to the 2-Person Membership rate in effect at the time of the drop. If a multi-person membership drops to one Member or any Member wants to pay his or her own dues, the dues for that Member change to a single Individual Member rate in effect at the time of the drop. If the Member responsible for paying the multi-person membership dues fails to timely pay the dues, another Member must make arrangements to pay the dues or KMD has the right to terminate all the memberships. KMD will accept notice of a change of status (in writing) only from the Member whose status has changed.

Automatic Dues Deductions & Timely Payments. Member is responsible for notifying Member’s bank of any error that appears on Member’s bank or credit card statement in a timely manner. Member must notify KMD within thirty (30) days of a claimed electronic funds transfer (EFT) error on Member’s bank statement or credit card statement. If Member claims the EFT was not stopped when requested by Member, Member must have written proof. Without written proof, KMD will not reimburse Member for EFT deductions which Member claims should not have been deducted. If Member’s EFT ends for any reason, Member’s membership may be immediately suspended at KMD’s election. Member will have thirty (30) days from the date the EFT ends to reinstate Member’s original EFT authorization or provide a substitute EFT authorization. Alternatively, within thirty (30) days from the date the EFT ends, Member can prepay membership for a minimum period of twelve (12) months in accordance with KMD policy on Prepaid Memberships. If Member prepays membership, the terms applicable to Prepaid Membership in this Agreement will apply to the membership. Upon reinstatement, all past due amounts, including any administrative fees will be electronically deducted or Member must pay all past due amounts at the time of reinstatement if prepaying. If Member has not provided a valid EFT or prepaid for membership within the thirty (30) days, membership will terminate and any contractual or past due amount owed will be sent to KMD’s collection agency. If membership terminates because Member’s EFT ends and Member has not reinstated the EFT or prepaid for membership, the entire unpaid balance of membership dues and fees for the then current-term of this Agreement shall become immediately due and payable.

Failure to Provide Documentation for Automatic Weekly Payments. If Member’s EFT does not begin because Member fails for any reason to provide the documentation for processing the EFT, KMD may immediately suspend your membership and the entire unpaid balance of membership dues and fees for the then current-term of this Agreement shall become immediately due and payable. All Processing and Enrollment fees are non-refundable except as provided below.

Availability of KMD Training Facility. KMD regularly closes its training facility for maintenance, improvements, selected holidays, and other hours based on municipal requirements. KMD may delete, change, discontinue, expand, repair, remodel, or replace any part or all of the training facility and services including, but not limited to, classes or special promotions, without any effect on this Agreement’s terms, conditions, or enforceability.

Membership Renewal. Except as otherwise provided in the Texas Health Spa Act, unless thirty (30) calendar days advance written notice of intent not to renew is given by Member to KMD prior to the end of the then-current term of this Agreement, this Agreement shall automatically renew for an additional term of the same length. Member must deliver notice of intent not to renew in person to a KMD representative at Performance Fitness & Self Defense, Inc. at 3263 Independence Pkwy., Plano, TX 75075.

Termination of Prepaid Membership. If Member has a prepaid membership, Member cannot terminate it during the prepaid term (or get a refund) except as provided for in the Texas Health Spa Act. Prepaid memberships include but are not limited to: Annual “Paid in Full” Memberships, Punch Cards, and Special Offers. Unused memberships can be transferred to another account after paying an associated fee. The current fee is $50.00, but is subject to change at KMD’s sole discretion.

Early Termination Buy‐Out option: Performance Fitness & Self Defense, Inc, (d/b/a Krav Maga Dallas) will accept an early termination with the following buy‐out terms for each member on the contract: 12 weeks or fewer remaining: 40% of remaining contract value. 13‐25 weeks remaining: 50% of remaining contract value. 26‐39 weeks remaining: 60% of remaining contract value. More than 40 weeks remaining: full value of the remaining contract. Prepaid memberships are not eligible for any refunds or early termination.

Termination for Cause by KMD: KMD may, at its option, terminate Member’s membership if (1) Member fails to make timely payments under any payment plan, (2) any dues are late, (3) the monthly EFT payments or dues are interrupted or discounted for any reason and Member or Member’s cosigner does not provide and acceptable alternative, (4) Member fails to follow any of KMD’s Membership Policies, Rules, or violates any part of this Agreement, or (5) Member’s conduct is improper or harmful to the best interest of KMD or its other members as such interest is determined within the sole discretion of KMD. Termination is effective on the date KMD mails a written notice to Member’s last known address. Member (and any cosigner for Member) is liable for all financial obligations until the date such letter is mailed by KMD to Member. If Member prepaid dues, KMD will not refund any unused portion, and Member must return any KMD-issued membership ID card.

Termination Without Cause by KMD. KMD reserves the right to terminate Member’s membership for any reason not stated elsewhere in this Agreement that is not prohibited by law. If KMD does terminate without cause, KMD will mail a termination notice to Member and refund any unused prepaid dues.

Termination Upon Training Facility Closure or Relocation. If KMD cannot transfer Member’s membership upon a permanent KMD training facility closure or relocation, this Agreement shall terminate thirty (30) days after such closure or relocation. If such event occurs, Member will not have to pay further dues and KMD will refund any unused prepaid dues. If it happens within sixty (60) days of the execution of this Agreement, KMD will also refund a prorated portion of Member’s enrollment fee.

Effect of Termination & Financial Obligation: Upon termination of this Agreement, Member’s license to use the KMD training facility ends and KMD can deny Member access to any KMD premises. If Member owes KMD money when Member’s membership ends, Member still owes the money, and KMD will deduct it from any refund Member might have coming. If there is not enough money to cover the debt in the refund, Member must pay the balance. If Member terminate membership or Member has a prepaid membership that expires, and Member wants to rejoin, Member must buy a new membership.

Entire Agreement, Modifications, Assignments, Sublicenses, and Severability. This is the entire Agreement between the parties and may not be modified unless done so in a writing signed by duly authorized signatories of both parties. KMD may unilaterally assign its rights under this Agreement to a successor in interest. Member shall not assign or sublicense any rights under this Agreement without KMD’s prior written consent. If any part of this Agreement is determined in arbitration or by a court of competent jurisdiction to be invalid or unenforceable, that part shall be limited or eliminated to the minimum extent necessary so that the remainder of this Agreement is fully enforceable and legally binding.

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