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 of this document 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 cancelation form, deliver a signed cancelation notice to the club, or email the club manager. Written letters and email cancelations 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 LLC 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 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:

1.             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.

2.             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 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.

3.             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.

4.             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 of 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.

5.             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 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, except as provided in the Initial 10-Day Cancellation Policy as specified on page 1 of this Agreement.
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, membership will expire at the end of the prepaid period.  Member must sign a new agreement on or before the expiration date in order to maintain an active membership status. Member must sign a new agreement within 30 days after the expiration date in order to maintain current dues rate and not be subject to additional enrollment fees.
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.
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 insure 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 pro-rated 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 the 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 of 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. After care 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 class/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 may be subject to a replacement fee. Replacement fees vary by facility.

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:

1.  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.

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

3.  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 (eg. 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.

4.  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.
5.  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.

6.  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.

7.  I, , 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 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.

PHOTO RELEASE
I understand that while participating in activities at Active Wellness Center at Napa, I may be photographed or filmed. I hereby assign copyright of the resulting images to Active Wellness, LLC together with the right of reproduction either wholly or in part, including in advertising and promotion, and I undertake not to prosecute or to institute proceedings, claims or demands against Active Wellness, LLC or its agents in respect of any reasonable usage of the above mentioned photographs or footage.

MEMBER RESPONSIBILITY CODE OF CONDUCT
All members need to be knowledgeable of and responsible for complying with safe and healthful conduct to minimize the risk of communicable diseases. We ask members to follow the guidelines below:

Members who feel ill should stay home, follow appropriate self-care guidelines and/or contact their health care provider.

Members who have tested positive for COVID-19, or have knowingly come into close contact with someone who has, are to follow all isolation guidelines as outlined by the county you reside in.

Members are to follow all county mandates and guidelines as it relates to mask mandates, physical distancing, contact and gathering.

Wash hands frequently with water and soap for at least 20 seconds before entering the facility, after leaving the facility, and as needed during visits.

If soap and running water are not immediately available, use hand sanitizer that contains at least 60% alcohol. Hand sanitizing stations are placed throughout the facility.

Cover their mouth and nose when coughing or sneezing. Follow-up Immediately with hand washing or sanitizer as noted above.

Follow all equipment cleaning protocols as defined by site management. Wipe down every piece of equipment BEFORE use and again immediately AFTER use.

Support Active’s commitment to providing a safe environment for all by reporting incidents of non-compliance by others to Active staff.

Be kind and patient - we’re all learning how to adapt to this new normal.

Member Name:
* Member Signature:

Date:

3421 Villa Lane • Napa, CA 94558 • phone (707) 251-1395 • https://www.activewellnesscenter.com/napa