MEMBERSHIP AGREEMENT

 

Orangetheory® Fitness

[studio_location_name] - [studio_number]

[studio_street_address]

[studio_city], [studio_city], [studio_state], [studio_postal_code]

[studio_email]

[studio_postal_code]

[studio_location_name] is registered with the State of Florida as a Health Studio. 

Registration No. HS-[health_studio_registration_number].

Name: [member_full_name]

Address: [member_address]

Phone number: [member_phone_number]

Email: [member_email]

Company (if Corporate Membership): [member_company]

Family Member Name (If Family Add-on): [family_member_name]

The words “you” and “your” mean the Member listed above (and the Buyer signing below with respect to payment). The words “we,” “our,” and “us” refer to [franchise_entity_name], d/b/a Orangetheory Fitness, which independently owns and operates the Orangetheory Fitness franchised location identified above (the “Studio”). This contract is between you and us (the “Membership Agreement” or “Agreement”).  To enter a Family Add-on Membership, a member of your immediate family must hold an active membership. To enter a Corporate Membership, your Company must have 10 participants and 10 active corporate memberships. ​

                                                                       Membership Type                                                                             

Initial selection below

Membership Level

Sessions per Month

Monthly Membership Fee

Additional Terms

 

Basic

4

$69

Each additional session per month @ $18

 

Elite

8

$109

Each additional session per month @ $18

 

Elite Family Add-On

$99

 

Elite Corporate

$99

 

Premier

Unlimited

$169

Late cancellations & no shows charged @ $12

 

Premier Family Add-On

$159

 

Premier Corporate

$159

By signing below, you authorize us to automatically charge the card you have specified (1) on or after the same day of each month for monthly membership fees until either you cancel or we terminate this Agreement in accordance with its terms, or 36 months from the date of this Agreement if you do nothing, whichever is earlier; and (2) in lieu of presenting it for any goods or services received.  Your first recurring monthly membership payment of [monthly_membership_fee] will be charged on [first_billing_date].  The initial agreement will not exceed 36 months, and thereafter shall only be renewable annually.  Renewal contracts may not be executed, and the fee therefore paid until 60 days or less before the preceding contract expires.  You acknowledge and agree that we may change the amount of your recurring monthly membership payment, the price for additional sessions per month, the amount charged for cancellation or other fees, and otherwise make changes to fees after providing you written notice at least 30 days in advance of such a change, to be mailed or emailed to you at the address(es) you provide above or to any updated mailing address or email address of which you notify us in writing. Further, you acknowledge and agree that all classes offered by Orangetheory Fitness, whether in studio, outdoors, online, or otherwise, will be billed as a single class and deducted as one class from your monthly membership sessions. 

Payment Method: [credit_card_type]      Credit Card ending in:         [credit_card_last4]       ID Checked:    Y / N                             

You, the buyer, may choose to cancel this Agreement at any time prior to midnight of the third business day after the date you sign this Agreement, excluding weekends and holidays, without penalty and for a refund of all monies paid under the Agreement, except we will retain an amount computed by dividing the total number of sessions purchased under your Agreement into the total Agreement price, and multiplying the result by the number of sessions that you have used. To cancel this Agreement, mail, email, or deliver a written notice that states that you, the buyer, are canceling this Agreement or words of similar effect. The notice shall be mailed, emailed, or delivered in person to our address or email address at the top of this page.  A refund shall be issued within 30 days after receipt of the notice of cancellation.

Initials: [initial]After this initial 3-day period, your membership will continue month-to-month until your membership is cancelled by you or terminated by us, or until 36 months from the date of this Agreement, whichever is earlier.  Your written cancellation request must be mailed, emailed, or delivered to our address or email address at the top of this page.  Your cancellation request will be effective 30 days after it is received.  Any payments due under this Agreement prior to the cancellation or termination effective date will be charged by us as scheduled.  Unused monthly class sessions do not carry over to subsequent months.  Any unused monthly class sessions will be forfeited at the end of each monthly membership period. 

By signing this Agreement, you acknowledge and agree that neither OTF Franchisor, LLC (the “Franchisor”), or the entity which granted us contractual authority to independently own and operate our franchised location, nor any of its/their past, present, or future parents, subsidiaries, predecessors, successors, entities under common ownership, assigns, or affiliates, or their respective officers, directors, incorporators, members, partners, owners, agents, management, controlling parties, entities under common control, vendors, suppliers, service providers, investors, attorneys, employees, or representatives (together with the Franchisor, the “Franchisor Parties”), is a party to this Agreement. YOU UNDERSTAND AND AGREE THAT THE FRANCHISOR PARTIES ARE NOT RESPONSIBLE FOR ANY ACTS OR OMISSIONS RELATED IN ANY WAY TO THIS AGREEMENT, THE GOODS OR SERVICES PROVIDED TO YOU UNDER THIS AGREEMENT, OR FOR ANY ACT OR OMISSION BY US OR ANY OTHER ORANGETHEORY FITNESS STUDIO OR ANY EMPLOYEE OF ANY ORANGETHEORY FITNESS STUDIO.​

I have read and understand and agree to comply in full with the terms and conditions stated in this Membership Agreement, including the terms on the following pages and in the Rules and Policies document, which are a part of this Membership Agreement.  I have received a copy of this Membership Agreement and the Rules and Policies document and have had sufficient time to read them:

Signature: [signature]     Date: [date]

ATTENTION: THE FOLLOWING PAGES AND THE RULES AND POLICIES DOCUMENT INCLUDE IMPORTANT TERMS OF THIS AGREEMENT, INCLUDING A BINDING INDIVIDUAL ARBITRATION PROVISION AND CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THIS AGREEMENT.  BY SIGNING ABOVE, YOU ACKNOWLEDGE YOU HAVE READ THE FOLLOWING PAGES AND THE RULES AND POLICIES DOCUMENT.

Termination: We reserve the right to terminate or refuse to renew your Agreement for any reason not prohibited by law including, but not limited to, an unsatisfactory payment history or failure to comply with any rules, policies, or modifications to rules or policies during this Agreement’s term. We reserve the right to collect at any time any delinquent or outstanding balance(s) that has not been paid including for any services or products provided or monthly payments owed. For purposes of identification and billing, you agree to provide us with current, accurate, complete, and updated information including your name, address, telephone number, and applicable payment data. You agree to notify us promptly of any changes in your information, including any changes to your method of payment.

Initials: [initial]   Assumption of Risk, Release, Waiver of Liability, and Indemnification: WE URGE YOU AND ALL MEMBERS TO OBTAIN A PHYSICAL EXAMINATION FROM A PHYSICIAN PRIOR TO INITIATING ANY EXERCISE PROGRAM. ORANGETHEORY® FITNESS CLASSES ARE NOT DESIGNED FOR INDIVIDUALS WITH KNOWN HEART DISEASE WITH OR WITHOUT FUNCTIONAL IMPAIRMENT.  You understand and agree that (1) there is a risk of injury associated with participation in any exercise program; (2) there exists the possibility for certain conditions occurring during or following training and/or exercise; (3) prior to beginning any online fitness class or activity provided by us, you are solely responsible for creating and maintaining a safe and open area around you clear of any potential hazards; and (4) your registration for online classes is limited to your individual participation only. In recognition of such risk, responsibility, and other possible dangers connected with any physical activity, by signing this Agreement, you understand, acknowledge, agree, and hereby voluntarily accept all risk and responsibility associated with the services provided including responsibility for another individual who may gain access to online classes through you, your use of any of the facilities at any Orangetheory® Fitness studio, your participation in outdoor, online, or other fitness classes provided.  ​

You acknowledge and agree that: (1) it is your responsibility to disclose any medical condition or medication that could limit or prevent you from performing physical activity; (2) we may require you to provide written physician approval before you may use any of our equipment or participate in any physical activity or fitness class provided by us at the Studio, outdoors, online, or otherwise; (3) you may decrease or stop at any time any physical activity you perform at the Studio, outdoors, online, or otherwise at any time; and (4) it is your obligation to inform the Studio’s staff of any medical symptoms or issues that arise while at the Studio or during outdoor, online, or other fitness classes provided by us.  ​

YOU HEREBY WAIVE ALL CLAIMS, ASSUME ALL LIABILITY, AND RELEASE, HOLD HARMLESS, INDEMNIFY, AND AGREE TO DEFEND US, THE FRANCHISOR (DEFINED ABOVE), THE FRANCHISOR PARTIES (DEFINED ABOVE), ANY OTHER ORANGETHEORY® FITNESS STUDIO, AND ANY OWNER OF ANY OTHER ORANGETHEORY® FITNESS STUDIO YOU MAY VISIT, AND ANY OF OUR OR THEIR RESPECTIVE AFFILIATES, SUCCESSORS, ASSIGNS, AGENTS, REPRESENTATIVES, AND EMPLOYEES, FROM LIABILITY FOR ANY INJURY, CLAIM, CAUSE OF ACTION, SUIT, DEMAND, AND DAMAGES (INCLUDING, WITHOUT LIMITATION, PERSONAL, BODILY, OR MENTAL INJURY, PROPERTY DAMAGE, ECONOMIC LOSS, CONSEQUENTIAL DAMAGES, AND PUNITIVE DAMAGES), ARISING FROM OR RELATED TO: (1) YOUR FAILURE TO DISCLOSE ANY PRE-EXISTING CONDITIONS, LIMITATIONS, OR SENSITIVITIES; (2) YOUR PRESENCE ON OR NEAR THE PREMISES OF ANY ORANGETHEORY® FITNESS STUDIO; (3) YOUR PARTICIPATION IN ANY ORANGETHEORY® FITNESS CLASS (WHETHER IN STUDIO, OUTDOORS, ONLINE OR OTHERWISE) OR USE OF ANY EQUIPMENT AT ANY ORANGETHEORY® FITNESS STUDIO; AND/OR (4) ANY NEGLIGENCE ON OUR PART (INCLUDING OUR EMPLOYEES) OR ON THE PART OF ANY EMPLOYEE AT ANY OTHER ORANGETHEORY® FITNESS STUDIO. YOU EXPRESSLY AGREE THAT THIS ASSUMPTION OF RISK, RELEASE, WAIVER OF LIABILITY, AND INDEMNIFICATION IS INTENDED TO BE AS BROAD AND INCLUSIVE AS PERMITTED BY LAW.  FURTHER, YOU EXPRESSLY AGREE THAT IF ANY PORTION OF THIS ASSUMPTION OF RISK, RELEASE, WAIVER OF LIABILITY, AND INDEMNIFICATION PROVISION IS HELD INVALID, THE BALANCE OF SUCH SHALL BE VALID AND CONTINUE IN FULL LEGAL FORCE AND EFFECT. THE TERMS AND CONDITIONS OF THIS PROVISION ARE BINDING ON YOU, YOUR ESTATE, FAMILY, HEIRS, ADMINISTRATORS, PERSONAL REPRESENTATIVES, AND ASSIGNS.  ​

Initials: [initial]   Binding Individual Arbitration and Class Action Waiver: Any disputes arising out of or relating to this Agreement or your participation in any Orangetheory® Fitness class or use of any equipment at any Orangetheory® Fitness studio, including any such dispute with the Franchisor (defined above) or the Franchisor Parties (defined above), (collectively defined as “Disputes”), shall be governed by Florida law regardless of your country or state of origin or the location of any Orangetheory® Fitness studio you visit and notwithstanding any conflicts of law principles. Any Disputes shall be resolved by final and binding individual arbitration, rather than in court, and without a jury, except that you may assert claims in small claims court if your claims qualify. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to the Studio at the address or email address listed at the top of this Membership Agreement. The arbitration will be conducted by the American Arbitration Association (AAA) under its rules (available at www.adr.org). Jurisdictional and arbitrability disputes, including disputes over the formation, existence, validity, interpretation, or scope of this Agreement, and who are proper parties to the Arbitration, shall be submitted to and ruled on by the Arbitrator. Arbitration costs and reasonable documented attorneys’ fees and costs of both parties shall be borne by the party that ultimately loses. You may choose to have the arbitration conducted by telephone, based on written submissions, or in person in the county where you live or at another mutually agreed location. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. We each agree that any dispute resolution proceeding shall be conducted only on an individual basis and not in a class, consolidated, or representative action. Neither you, we, nor any other person may pursue a Dispute in arbitration as a class action, private attorney general action, or other representative action, nor may any Dispute be pursued on your behalf in any litigation in any court except as provided above. If for any reason a Dispute proceeds in court rather than in arbitration, we each waive any right to a jury trial. You may opt out of binding arbitration and this class action and jury trial waiver by notifying us in writing within 30 days of signing this Agreement unless a longer period is required by law. Your written notification must be mailed, emailed, or delivered to the Studio at the address or email address listed at the top of this Membership Agreement within 30 days of the date you sign this Agreement and must include your name, your address, and a clear statement that you do not wish to resolve Disputes through arbitration.  

Authorization for Phone Calls and Text Messages: By providing your phone number above and signing this Agreement, you consent to and authorize the Studio, the Franchisor (defined above), the Franchisor Parties (defined above), and/or their agents to call or send you text messages to the number you provide regarding (1) class reminders, waitlists, account balances, and/or transactions, and (2) Orangetheory® Fitness promotions or advertising.  You acknowledge that these calls or text messages may be sent via autodialer, and that standard message and data rates may apply.  You are not required to authorize calls or text messages to become an Orangetheory® Fitness member, and you may opt-out at any time by request if called or by replying “STOP” in response to a message.

Use of Personal Information, Image, Likeness, and/or Voice: We may photograph, record on audio or video, or otherwise record Orangetheory Fitness classes or member use of the Studio.  In exchange for your use of the Studio or your participation in any Orangetheory Fitness class (whether in studio, outdoors, online or otherwise), you understand, acknowledge, and agree that you may be photographed, recorded on audio or video, or otherwise recorded and hereby agree and consent for all purposes to the sale, reproduction, and/or use in any manner of any such photograph, audio, video, or other recording or depiction of your likeness and/or voice whatsoever by us, any Orangetheory Fitness studio, the Franchisor (defined above), the Franchisor Parties (defined above), and any nominee or designee of us or them, including without limitation any agency, client, periodical or other publication, in all forms of media, whether now or hereafter devised, throughout the world and in perpetuity, and in all manners, including without limitation advertising, trade, display, editorial, art, and exhibition. You further understand and agree that any such photograph, audio, video, or other recording or depiction of your likeness and/or voice may be modified, altered, cropped, and combined with other content such as images, video, audio, text, and graphics, and hereby waive any right that you may have to inspect or approve any finished image, video, or audio containing a depiction of your likeness or voice.  You further agree that the Studio, any other Orangetheory Fitness studio, the Franchisor (defined above), and/or the Franchisor Parties (defined above), may use any information gathered in this form or through your use of the Studio or participation in any Orangetheory Fitness class, provided the information does not personally identify you or provide facts that could lead to your identification, for any purpose, including without limitation research, product and program improvements, and statistical purposes.  You agree to hold harmless and indemnify the Studio, any other Orangetheory Fitness studio, the Franchisor (defined above), and the Franchisor Parties (defined above), from and against any and all liability, damage, loss, and/or claims of any kind or nature whatsoever, including, without limitation, any and all claims and demands relating to libel, invasion of privacy, and violation of publicity rights.​

Transferability: This membership is not transferable.

SeverabilityIf any part of this Agreement shall be held invalid (other than the Class Action Waiver clause above), that part shall be deemed excluded from this Agreement and the remainder of the Agreement shall remain in full force and effect. If the Class Action Waiver is held invalid, we agree that any Dispute will be decided by a court rather than by arbitration and we each agree to waive any right to a jury trial.

Entire Agreement: You acknowledge and agree that this Agreement and the incorporated Rules and Policies document as amended and modified constitute the entire agreement. 

Changes in Studio Location or OperationYou may cancel this Agreement if the Studio goes out of business or moves its facilities more than 5 driving miles from the studio location identified in this Agreement and fails to provide equal quality facilities within 30 days located within 5 driving miles of the studio location identified in this Agreement to continue your membership at no additional cost to you.

Notice of your intent to cancel this Agreement shall be given in writing to the Studio at the address or email address at the top of this Agreement, and such a notice of cancellation shall also terminate automatically your obligation to any entity to whom the Studio has subrogated or assigned this Agreement.

If we wish to enforce this Agreement after receipt of the notice of cancellation, we may request the Florida Department of Agriculture and Consumer Services to determine the sufficiency of the notice. If the Florida Department of Agriculture and Consumer Services determines that a refund is due to you, the buyer, the refund shall be an amount computed by dividing the contract price by the number of weeks in the contract term and multiplying the result by the number of weeks remaining in the contract term. The studio location may not be deemed out of business when temporarily closed for repair and renovation of the premises:

(1.) upon sale, for not more than 14 consecutive days; or

(2.) during ownership, for not more than 7 consecutive days and not more than two (2) periods of 7 consecutive days in any calendar year.

A refund shall be issued within 30 days after receipt of the notice of cancellation. 

Additional Information in the Event the Studio goes out of Business: You should contact the Florida Department of Agriculture and Consumer Service for information within 60 days if the Studio goes out of business.

Death or Disability: This Agreement may be cancelled if the buyer dies or becomes physical unable to avail himself or herself of a substantial portion of those services which he or she used from the commencement of the contract until the time of disability, with refund of funds paid or accepted in payment of the contract in an amount computed by dividing the contract price by the number of weeks in the contract term and multiplying the result by the number of weeks remaining in the contract term. The buyer or the buyer’s estate seeking relief under this paragraph may be required to provide proof of disability or death. A physical disability sufficient to warrant cancellation of the contract by the buyer shall be established if the buyer furnishes to the health studio a certification of such disability by a physician licensed under Chapter 458, 459, 460 or Chapter 461 of the Florida Statutes to the extent the diagnosis or treatment is within the physician’s scope of practice. A refund shall be issued within 30 days after receipt of the notice of cancellation.

 

Cancellation in Writing: Notice of your intent to cancel this Agreement shall be given in writing to the Studio at the address or email address at the top of this Agreement, and such a notice of cancellation shall also terminate automatically your obligation to any entity to whom the Studio has subrogated or assigned this Agreement. If we wish to enforce this Agreement after receipt of the notice of cancellation, we may request the Florida Department of Agriculture and Consumer Services to determine the sufficiency of the notice. If the Florida Department of Agriculture and Consumer Services determines that a refund is due to you, the buyer, the refund shall be an amount computed by dividing the contract price by the number of weeks in the contract term and multiplying the result by the number of weeks remaining in the contract term.

 

Identification: If we require you to furnish identification upon entry to our facility and as a condition of using the services therein, we will provide you with the means of such identification.

 

SHOULD YOU (THE BUYER) CHOOSE TO PAY FOR MORE THAN ONE (1) MONTH OF THIS AGREEMENT IN ADVANCE, BE AWARE THAT YOU ARE PAYING FOR FUTURE SERVICES AND MAY BE RISKING LOSS OF YOUR MONEY IN THE EVENT THIS HEALTH STUDIO AND/OR THIS BUSINESS LOCATION CEASES TO OPERATE. THIS HEALTH STUDIO IS NOT REQUIRED BY FLORIDA LAW TO PROVIDE ANY SECURITY, AND THERE MAY NOT BE OTHER PROTECTIONS PROVIDED TO YOU SHOULD YOU CHOOSE TO PAY IN ADVANCE.

Signature: [signature]     Date: [date]

Last Updated: Januay 21, 2020