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I (the “Program Participant”) have enrolled in and/or am participating in a health and fitness program (the “Program”) offered by proof3 Gym 1 Phoenix, LLC (“proof3”) under the terms of this Participant Payment Contract, Fitness Waiver, Release and Terms of Participation Agreement (this “Agreement”).

I understand that the Program may include nutrition, physical training (including weights and/or cardiovascular exercise), contact with coaches and support personnel.

I understand that the Program may require participation in strenuous exercise, including strength training and cardiovascular conditioning which may be approved by a proof3 coach or virtual trainer and that I should not participate in the fitness workout if I have any physical, mental or health limitations or any disorder or illness that could be made worse by exercise.

I understand that the reaction of the body to exercise, including the heart, lung and vascular systems, cannot always be predicted with accuracy and that there is a risk of a full range of injuries, which may be minor or severe, including the possibility that I may suffer permanent injury or death. I agree that exercise poses inherent risks and that I am accepting those risks by participating in the Program. These risks of injury, loss, damage or death might result from my own actions or negligence, or the actions or negligence of others, or the conditions of the premises or of any equipment used.

I acknowledge that there may be other risks to me that are not known or not reasonably foreseeable. I agree to accept and assume all of the above risks that arise as a result of my participation, including property damage, personal injury or death.SECTION 1
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I further agree to the payment obligations associated with the Program and acknowledge and agree as follows:

A. The Program shall begin upon execution of this Agreement and I acknowledge that I have received an executed copy. I understand that this Agreement may be terminated within three (3) business days of the execution of this Agreement (the “Reconsideration Period”), without penalties or fees. If I cancel within the Reconsideration Period, I am entitled to a full refund of any fees paid by me to proof3.

B. The term of the Program shall begin the day Program Participant purchases the membership contract and shall continue for a period of 12 months (the “Term”).

C. During the Term, and in accordance with the requirements set forth in this Agreement, I or the undersigned parent or guardian shall remit equal monthly payments in the amount of $249.

‍D. You may cancel a reservation for a class without penalty if you notify us at least 8 hours before the class is scheduled to occur. If you do not cancel at least 8 hours in advance or do not show up for class, you will either lose a class credit (if your membership includes class credits) or be charged a Late Class Cancellation Fee of $10 (if you have an unlimited membership). To cancel, you may use the online scheduling platform, if available, or contact the location directly to cancel on your behalf. If you book multiple classes, or waitlist multiple classes, you are solely responsible for canceling your classes within the bounds of the cancellation policy outlined above. Clients are required to enter their scheduled class no later than 5-minutes after the scheduled start time. If a client does not enter class by this time, it is considered a no-show and proof3 reserves the right to assign the spot to another person on the waitlist, as well as charge a no-show fee.

E. If you are temporarily unable to use the Membership, you may request a freeze of your Membership. Your Membership may be frozen a maximum of one time per calendar year, in monthly increments only, and for a maximum of two consecutive months. While your Membership is frozen, your payment method will not be billed and access to the studio and its services will not be available. To freeze your Membership, you must submit your request in writing at least 14 days in advance of your first desired freeze date. You acknowledge and understand that freezing your Membership will extend the term of the Agreement and that you will still be obligated to pay your monthly dues as per your original Agreement until the minimum term has expired. You must notify us upon returning from the freeze. After the freeze, billing will resume in accordance with the terms of this Agreement. We reserve the right to adjust this freeze policy from time to time at our sole discretion. Retroactive freezes will not be accepted.

F. If your Membership includes class credits, please note that any unused class credits will expire automatically each month on your membership renewal date and will not roll over to the next billing cycle. Additionally, any unused class credits will expire upon the expiration or termination of your Membership Agreement for any reason. No refunds, credits, or extensions will be provided for expired or unused class credits unless specifically required by the terms of your Agreement. If you have a recurring unlimited membership, this provision does not apply.

G. Right to Cancel: If you wish to cancel this Agreement within three business days of your execution of this Agreement, you may do so by sending an email to saltriver@proof3.com. The notice must clearly state that you do not wish to be bound by this Agreement and must be emailed before midnight of the third business day after you signed this Agreement. If cancelled within this three-day period, you will be entitled to a full refund of all monies paid. After one (1) month of membership at Proof3’s Monthly Membership Fee, you may cancel your membership by providing a 30-day notice via email to saltriver@proof3.com. Upon providing notice, one final billing cycle will occur. Your membership will remain active, and you will continue to have full access to the facility for 30 days following your final billing date. No refunds or partial refunds will be issued for cancellations made after the initial three (3) business day cancellation window from the date of this Agreement.

H. In the event that proof3 ceases to operate for a period of thirty (30) days or less during the Program, I am entitled to an extension of the Term of this Agreement equivalent to the amount of time that proof3 ceased doing business. In the event that proof3 closes or ceases doing business for a period of longer than thirty (30) days, and proof3 fails to provide a secondary option within ten (10) mile of the facility (if participating in-person), then I may be entitled to a refund of any fees paid for future services.

I. In the event that I am participating in the Program in a proof3 Facility and not remotely, I am entitled to extend the Term of the Program for a period of time during which I experience a disability diagnosed by a medical doctor that precludes my use of 1/3 or more of the in-person proof3 facility. This Agreement may also be terminated by my representatives in the event of my death or permanent disability, pursuant to A.R.S. § 44-1793.

J. This Agreement may be terminated in my discretion if I relocate more than 25 miles from any in-person proof3 facility and proof3 is unable to transfer the Program to a facility closer to me. I understand that I may be entitled to a refund of any pre-paid fees for the Program after I deliver a cancellation notice to proof3.

K. Under this Agreement, no further payments shall be due to anyone, including any purchaser of any note associated with or contained in this Agreement, in the event the proof3 facility where this Agreement is entered into ceases operation and fails to offer a comparable alternate location within ten (10) miles.

SECTION 2
I fully understand and assume the risks associated with the Program, and, intending to be legally bound hereby, I, the undersigned, for myself as well as my heirs, assigns and legal representatives, and if applicable, I expressly agree to:

A. Release, waive, discharge and hold harmless proof3 and any and each of their respective successors, assigns, affiliates, shareholders, members, officers, directors, managers, agents, attorneys, affiliated companies and employees, from all manner of actions and causes of actions, suits, debts, accounts, judgments, claims and demands whatsoever in law or equity (including costs and attorneys’ fees), including all claims arising out of or related to any incidents involving personal injury, arising in any way by participation in the Program. This release and hold harmless agreement shall be forever binding upon myself, as well as my estate, personal representatives, parents or guardians, conservators, heirs, executors, administrators, next of kin, and assigns;B. Not commence the Program unless I know I am in the proper physical condition (including by obtaining proper advice from my doctor or medical provider) and immediately stop any exercise or use of the Program should I feel pain, dizziness or any other discomfort;

C. Assume any and all risks involved in or arising from my voluntary participation in the Program, including, without limitation, the risks of death, bodily injury, hormonal imbalance, illness, or property damage;

D. Indemnify, defend and hold harmless proof3, and its respective successors, assigns, affiliates, members, shareholders, officers, directors, managers, agents, attorneys, affiliated companies and employees from any and all claims, causes of action, damages, judgments, losses, costs or expenses, including attorneys’ fees, arising in any way by my participation in the Program;

E. Seek the treatment of a licensed medical professional, including my own physician, in the event that I require medical treatment and I understand that the Program is in no way intended to function as a substitute for seeking adequate professional medical care;

F. Hold in confidence the Program created for my use by proof3 and not share the Program with any persons on the internet, including, but not limited to, blogs, forum journaling, personal or commercial websites, publications or otherwise, without proof3’s prior written consent. I agree that the obligation to maintain confidentiality of the Program shall survive my termination of my participation in the Program and I shall take all steps necessary to ensure that unauthorized persons do not access the Program;

G. Refrain from disparaging the name or reputation of proof3 and its respective successors, assigns, affiliates, members, shareholders, officers, directors, managers, agents, attorneys, affiliated companies, employees and the Program in any way, whether verbally or in print, and I expressly acknowledge that the damages caused by any disparagement of proof3 could cause severe damage to proof3’s business and the amount of such damages may be immeasurable;

H. Authorize and provide proof3 with the full rights to use, publish and reprint my name, likeness, photographs, video footage, and images taken of me in whole or in part as testimonials, case studies, and instructional videos and to copyright such materials, in advertising, trade, or for any other purpose;

I. Acknowledge that this release, and all matters or disputes relating to its validity, construction, performance or enforcement, shall be governed, construed and controlled by and under the laws of the state of Arizona, without regard to its principles of conflicts of laws. Exclusive jurisdiction of any action or proceeding brought under or in connection with this release shall be vested in either the Superior Court, Maricopa County, or in the United States District Court for Arizona and the venue of any action shall be in the County of Maricopa, Arizona; and

J. Permit proof3 and any of its coaches, virtual coaches and personal trainers and nutritionists to contact me using text messaging or mobile applications. Normal text-messaging and data rates may apply.

K. Understand and agree that my participation in the Program may require me to use equipment that collects and aggregates my personal data and information, in some cases inputted by me and in other cases collected by my use of certain equipment, including but not limited to information or data related to my height and weight, body mass index, visceral fat percentage, lean muscle mass, strength and physical capabilities, sleep monitoring, VO2, stress and glucose (“Use and Wearable Data”).

L. Agree and Acknowledge that the Use and Wearable Data, interactions with my Coach and my participation in the Program, in no way constitutes medical advice, opinions or treatment and that prior to participating in the Program, I will consult with medical professionals to ensure that I am physically able to participate in the Program without restriction. If I have any questions about the Use and Wearable Data, I agree to consult with my medical professional.

SECTION 3
I understand that the Program is a long-term commitment that requires energy and care from both parties and develops more fully over time. During the course of the Program, proof3 will provide me with:

A. Assessments (as needed) in order to provide workouts that are appropriate for my body, and measure my progress over time;
B. Workouts aligned with the goals and needs I discuss with my coach, delivered weekly in a timely manner;
C. Warmups, strength, and conditioning, mobility work (as needed);
D. Nutrition and lifestyle guidance to support my overall health and fitness;
F. Answers to questions I may pose within 24-48 business hours; and

As a Program Participant, I agree to:
A. Track my training results when I'm in the gym. I understand that my workouts are created just for me and require my participation in order to progress;
B. Communicate with my coach about travel, injury, illness, or periods of high stress that might affect my training and health, so they can support me and adjust the Program to meet my needs;
C. Communicate all program modification needs within 24-hours of when I will need those changes to be made to the Program;
D. Keep my assessment and/or personal training appointments with my coach or notify them within 24-hours in the event I need to reschedule;
E. Notify my coach or proof3 via email at SaltRiver@proof3.com if anything in the Program makes me feel uncomfortable or unsafe;
G. At the expiration of the Term, I may continue with the Program on a month-to-month basis at the published monthly price for a proof3 unlimited membership, with a 14-day notice required to end. If a cancellation is requested past the 14-day window, the next month's fee will be charged in full; and

NOTICE
Any holder of this Agreement is subject to all claims and defenses which the debtor could assert against the seller of goods or services obtained pursuant hereto or with the proceeds hereof. Recovery hereunder by the debtor shall not exceed amounts paid by the debtor hereunder.My signature below indicates that I have read all of the above material and fully understand this Fitness Waiver, Release and Terms of Participation, as well as the risks and hazards that apply to participation in the Program. By signing this release, I realize that I am waiving certain legal rights, and I have done so voluntarily. I understand that if I terminate my participation in the Program, that any fees already paid are nonrefundable and, that by signing below, I waive any right to demand a refund of the enrollment fees paid for the Program. I further acknowledge and agree that proof3 reserves the right to terminate my participation in the Program, in its sole and absolute discretion.