Rebel Rise Studios, L.L.C.
Membership Agreement and Liability Waiver
This Membership Agreement and Waiver of Liability (“Agreement”) is between Rebel Rise Studios, L.L.C. located at 1411 West San Carlos Street, San Jose, CA 95126 or its successors or assigns (“Rebel Rise”) and each membership applicant (“Member”), and collectively referred to as the “Parties”. By clicking on the “I Accept” button, completing the registration process or by signing this Agreement in person, Member agrees that Member shall be bound by this Agreement, as it may be amended by Rebel Rise from time to time, as well as all Rules and Regulations (defined below) that may be posted at a Rebel Rise Gym Facility or other third-party location at which Rebel Rise provides any Services (“Facility”) or on the Rebel Rise website, accessible at http://www.rebelrisestudios.com (“Website”). Member also represents and warrants that Member: (a) has read, understood and agrees to be bound by this Agreement; and (b) that Member is 18 years of age or older and is of legal to form a binding contract with Rebel Rise. If Member does not agree to be bound by this Agreement, Member may not access or use the Facilities or the Services.
Notice of Auto Renewal: Rebel Rise offers monthly memberships. If Member purchases a monthly membership, the membership will be automatically renewed each month at Rebel Rise’s then-current membership fee unless Member opts out of the auto-renewal in accordance with Section 9 below.
Notice of Arbitration Agreement: Please be aware that Section 18 of this Agreement contains an Arbitration Agreement which will, with a limited exception, require disputes between Rebel Rise and Member to be submitted to binding and final arbitration. Unless Member opts out of the Arbitration Agreement: (1) Member will only be permitted to pursue disputes or claims and seek relief against Rebel Rise on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) Member is waiving his or her right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.
Notice of Opt-In Consent: Please be aware that Section 7 of this Agreement contains Member’s opt-in consent to receive communications from Rebel Rise via e-mail and Member’s consent to the use of Member’s image and/or likeness for Rebel Rise’s business purposes.
1. SERVICES. Member is joining Rebel Rise or otherwise participating in Rebel Rise services including, but not limited to, using Facilities or participating in scheduled in-person and online fitness classes or personal training sessions (collectively referred to as “Services”). Services may be offered at a designated Facility or in online classes. Rebel Rise reserves the right to add or eliminate locations, Facilities and Services available to Member. The hours of operation for any Facility and the hours available for particular Services will be set by Rebel Rise and may be changed at any time in its sole discretion. Rebel Rise is not required to continue using or offering any particular Facilities, Services, or equipment as part of its contractual obligations and may discontinue, change or modify the same in its sole discretion. Rebel Rise expressly reserves the right to add, eliminate, or alter any program, class, equipment, furniture or fixture when deemed necessary or desirable in its sole discretion. Membership does not confer on Member any ownership in Rebel Rise or any of its Facilities or property.
2. CHANGES TO THIS AGREEMENT. When Rebel Rise makes changes to this Agreement, Rebel Rise will make a new copy of the Agreement available on the Website. If we make any material changes, Rebel Rise will also send an e-mail to Member at the last e-mail address Member provided to Rebel Rise pursuant to the Agreement. Any changes to the Agreement will be effective thirty (30) days after posting notice of such changes on the Website or immediately for new members. If Member does not agree to any change(s) after receiving a notice of such change(s), Member shall cancel its membership and this Agreement in accordance with Section 9. Otherwise, Member’s continued use of, or retention of the right to use, the Services or the Facilities constitutes Member’s acceptance of such change(s).
3. HEALTH REPRESENTATIONS AND AGREEMENTS. Member represents that Member is in good physical condition and has no medical reason or impairment that might prevent Member from participating in any Services. As such, Member acknowledges that Rebel Rise has not given, and cannot give, Member any medical advice, whether related to Member’s physical condition and ability to use the Services or otherwise. Member acknowledges and agrees that Member has had an opportunity to ask questions about Rebel Rise Services. Rebel Rise recommends that Members consult with their physician before engaging in or using Rebel Rise Services.
4. EMERGENCY MEDICAL CARE. Member grants Rebel Rise, its employees, agents or contractors permission to administer basic first aid and/or cardiopulmonary resuscitation (“CPR”) and to use Automated External Defibrillators (“AED”) in case of emergency. Member authorizes emergency transport and authorizes the sharing of medical information with medical personnel as deemed necessary in Rebel Rise’s sole discretion to assist medical personnel in treating Member. Member agrees to assume all costs associated with any emergency medical care or transport and to hold Rebel Rise harmless for such costs.
5. NO LIABILITY FOR DAMAGE TO MEMBER’S PERSONAL PROPERTY. Member understands and agrees that Rebel Rise is not liable to Member, or any of Member’s guests or invitees, for any personal property that is damaged, lost, or stolen while on or around any Facility including, but not limited to, a vehicle or its contents or any property left in a locker, cubby, or generally within any Facility or compartment.
6. LIABILITY TO REBEL RISE FOR PROPERTY DAMAGE. If Member or any of Member’s guests or invitees cause any damage or destruction, other than normal wear and tear, to the Facilities, equipment, furniture or fixtures located thereon, Member shall be liable to Rebel Rise or such third-party for its cost of repair or replacement and any disruption to business, including lost revenue reasonably attributed to such damage or destruction. Rebel Rise reserves the right to immediately cancel the Membership without refund of any Member who causes intentional damage or destruction to Rebel Rise Facilities, equipment, furniture or fixtures.
7. COMMUNICATIONS; PERMISSION FOR USE. By entering into this Agreement, Member voluntarily agrees to receive e-mail communications from Rebel Rise. Member understands that they have the option to unsubscribe at any time by following the unsubscribe options in the promotional email itself. Photos or videos of Member may be taken for identification, social media and advertising purposes. Member grants Rebel Rise a non-exclusive, worldwide, royalty-free, irrevocable, perpetual (or for the term of the protection), sub-licensable and transferable license to use Member’s image and to access, use, store, copy, modify, prepare derivative works of, distribute, publish, transmit, stream, broadcast, and otherwise exploit in any manner such photos or video of Member to provide and/or promote Rebel Rise and its Services, in any media, platform, or other distribution materials including, but not limited to, the Website or other websites, social media sites, newsletters, blogs, or other marketing materials. Should Member prefer not to be photographed or recorded, Member may opt-out of the use of their image by submitting a request in writing to Rebel Rise at badass@rebelrisestudios.com.
8. PAYMENT. Member is responsible for payment of the applicable fee for any Services (the “Fees”) at the time Member creates a membership and selects the monthly membership package. All Fees for the Services are non-refundable. By purchasing a membership, Member authorizes Rebel Rise or its designee to charge Member’s credit card or payment provider now, and again at the beginning of each subsequent monthly period during Member’s membership. If Rebel Rise does not receive payment from Member: (a) Member agrees to pay all amounts due on the membership upon demand; and/or (b) Member agrees that Rebel Rise may either terminate or suspend Member’s subscription and continue to attempt to charge Member’s credit card or payment provider until payment is received. The Fees do not include any Sales Tax that may be due in connection with the services provided under this Agreement. If Rebel Rise determines it has a legal obligation to collect Sales Tax from Member in connection with this Agreement, Rebel Rise shall collect such Sales Tax in addition to the Fees. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
9. AUTORENEWAL. Member’s membership will continue indefinitely until terminated in accordance with the Agreement. After Member’s first month, and again after any subsequent monthly period, Member’s membership will automatically commence on the first day following the end of such period and continue for an additional monthly period, at Rebel Rise’s then-current membership Fee. Member agrees that the membership will be subject to this automatic renewal feature unless Member cancels the membership at least thirty (30) days prior to the end of Member’s monthly subscription. If Member does not wish the membership to renew automatically, or if Member wants to change or terminate membership, Member must contact Rebel Rise at badass@rebelrisestudios.com and complete the membership cancellation form. If Member cancels its membership, Member may use the Facilities and the Services until the end of the then-current month, or if Member has not provided thirty (30) days’ notice before the end of such month, until the end of the following month, but the membership will not be renewed after such month expires.
10. RULES AND REGULATIONS. Member agrees to follow any and all posted rules governing the use of Rebel Rise equipment, Facilities and the Services, including those accessible at [https://www.rebelrisestudios.com/terms-of-use] as updated from time to time in accordance with this Section (the “Rules and Regulations”). Rebel Rise may, in its sole discretion, modify, amend or supplement the Rules and Regulations at any time without notice. All signs posted at a Facility and verbal communications or instructions of Rebel Rise staff members shall be considered part of the Rules and Regulations. Rebel Rise reserves the right to terminate Member’s membership for failure to follow the Rules and Regulations.
11. STEROID WARNING. Use of steroids to increase strength, growth, or stamina or to aid in recovery can cause serious health problems. Steroids can keep teenagers from growing to their full height; they can also cause heart disease, stroke, and damage 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. There are also civil and criminal penalties for the unauthorized sale, use, or exchange of anabolic steroids. Steroids and other illegal drugs are absolutely forbidden at all Rebel Rise Facilities.
12. ASSUMPTION OF RISK. Member voluntarily engages in the services offered by Rebel Rise, which may include, but are not limited to, aerobic exercise, the use of weights and strength training, yoga exercises and other physical activities. Member has been informed and is aware that during his or her participation, Member will be asked to complete physical activities. It is Member’s responsibility to notify trainers if symptoms such as fatigue, discomfort or similar occurrences appear. Member understands that it is their responsibility to ask trainers for modifications when needed and to notify trainers immediately if any new symptoms or injuries occur. Member acknowledges that the use of Rebel Rise Facilities, equipment, merchandise, Services and programs (including personal training) involves an inherent risk of personal injury, serious disabling injuries, and medical disorders including, but not limited to, torn muscles and ligaments, sprains, broken bones, concussion, illness, heart attacks, strokes and, in extreme situations, the possibility of death. Member acknowledges that the use of Rebel Rise Facilities involves the inherent risk of accidental injuries occurring anywhere on or around those Facilities, including, without limitation, locker rooms, showers, sidewalks and parking lots. Member also recognizes that it is not possible for Rebel Rise to specifically list each and every individual risk of injury or harm. Knowing and appreciating those risks, Member voluntarily agrees to assume all risks of injury, harm, disability and even death, which could occur or arise from member’s or member’s guests’ supervised or unsupervised use of Rebel Rise Facilities and Services.
13. WAIVER OF LIABILITY. To the fullest extent permitted by law, Member, on behalf of member and his or her estate, personal representatives, agents, and all persons claiming through or on member’s behalf (collectively, “Member Affiliates”), hereby agrees to forever release, waive and discharge any and all claims, demands, causes of action or suits, in law or in equity, or in arbitration, that Member may have against Rebel Rise and/or its owners, officers, directors, members, employees or agents, administrators, insurers, successors and assigns (collectively referred to as “Affiliates”) or against any third-parties and their affiliates who provide facilities or services in conjunction with Rebel Rise (collectively with the Affiliates, “Released Parties”) for any injury, damages or harm, including, without limitation, personal, bodily, or mental injury, disability or death to Member or Member’s guests, resulting from the negligent conduct or omission of Released Parties related to the Facilities or Services, including, but not limited to, warm-ups, class participation, training sessions, use of exercise equipment, maintenance of equipment and Facilities, shower and locker room use, and use of outdoor sidewalks and parking lots on or around any Facility (collectively, “Claims”). This waiver of Claims applies to any injury, harm or damages caused by any ordinary negligence of Released Parties or by the intentional, reckless, or negligent conduct of any other member or any third-party, including, but not limited to guests, visitors, invitees, passersby, and strangers. Member further understands and acknowledges that (i) Rebel Rise does not manufacture fitness or other equipment or products available in its Facilities, but purchases and/or leases equipment and (ii) Rebel Rise does not manufacture any vitamins, food products, sports drinks, nutritional supplements, or other products sold at its Facilities; accordingly, neither Rebel Rise nor any of its Affiliates shall be held liable for any equipment or products which are defective due to manufacturer negligence. Member hereby waives California Civil Code Section 1542, which states, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”
14. INDEMNIFICATION. Member, on behalf of himself or herself and all Member affiliates, agrees to indemnify and defend (at Rebel Rise’s option) against any and all claims (as defined above) that may be brought against Released Parties, or any of them, by any person, including without limitation Member’s spouse, guests, unborn children, heirs, executors, administrators, trustees, agents, assigns against Released Parties, or any of them, relating to use by Member or Member’s guests of Rebel Rise Facilities or Services, including the intentional, negligent or reckless conduct of Member or Member’s guests.
15. THIRD PARTIES. Member acknowledges that any Rebel Rise Facility may be shared with another business or person conducting unrelated business at any time. In such a case, Rebel Rise shall not be affiliated with and will not endorse any products or services that may be offered by any such business or person unrelated to Rebel Rise Services. Any use of a third party’s products or services by Member is entirely separate from any relationship that Member has with Rebel Rise. Accordingly, Member acknowledges and agrees that Rebel Rise will not be liable for any damages or injuries as contemplated in this Agreement in its entirety, whether specifically identified or implied, associated with Member’s use of a third party’ products or services that are not expressly offered by Rebel Rise. In providing any Services online, Rebel Rise may use certain third party services (“Third-Party Services”). Such Third-Party Services are not under the control of Rebel Rise and Rebel Rise is not responsible for any Third-Party Services. Member uses all Third Party Services at Member’s own risk. Member should review applicable terms and policies, including privacy and data gathering practices, of any Third-Party Services, and make whatever investigation Member feels necessary or appropriate before proceeding with any use of such Third-Party Services.
16. TERM AND TERMINATION. The Agreement commences on the date when Member accepts them, or when Member first commencing using the Facilities and/or Services (whichever is sooner) and remains in full force and effect while Member uses the Facilities and Services, unless terminated earlier in accordance with the Agreement. Rebel Rise has the right to, immediately and without notice, suspend or terminate any Services or access to Facilities provided to Member. Member agrees that all terminations for cause shall be made in Rebel Rise’s sole discretion and that Rebel Rise shall not be liable to Member or any third party for any termination of Member’s membership. Member may cancel its membership at any time by cancelling Member’s membership in accordance with Section 9.
17. ENTIRE AGREEMENT. Member agrees that this Agreement, along with the Rules and Regulations posted at any Rebel Rise Facility encompasses the entire agreement of the Parties, and supersedes all previous understandings and agreements between the Parties, whether oral or written. Member hereby acknowledges and represents, that by signing this agreement they have not relied on any representation, assertion, guaranty, warranty, collateral contract or other assurance, except those set out in this Agreement, made by or on behalf of any other Party or any other person or entity whatsoever, prior to the execution of this Agreement. Member hereby waives all rights and remedies, at law or in equity, arising or which may arise as the result of a Party’s reliance on such representation, assertion, guarantee, warranty, collateral contract, or other assurance, provided that nothing herein contained shall be construed as a restriction or limitation of Member’s right to remedies associated with the gross negligence, willful misconduct or fraud of any person or Party taking place prior to, or contemporaneously with, the execution of this Agreement. The headings in this Agreement are for convenience only and do not constitute a part of this Agreement.
18. ARBITRATION AGREEMENT. Member agrees that any dispute, claim, or request for relief relating in any way to Member’s access or use of the Facilities or the Services, or to any aspect of Member’s relationship with Rebel Rise, will be resolved by binding arbitration (“Arbitration Agreement”), rather than in court, except that Member may assert claims or seek relief in small claims court if Member’s claims qualify. Before any arbitration proceeding, Parties agree to first attempt a good faith negotiation to settle any disagreements. Specifically, for at least thirty (30) days before engaging in any arbitration proceedings, the Parties will work in good-faith to come to an agreement between them about 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. During any pre-arbitration negotiation, the Parties shall agree that all offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the Parties, their agents, employees, and attorneys are confidential, privileged and inadmissible for any purpose, including evidence of liability, in arbitration or other proceeding involving the Parties. Any matters that cannot be resolved during a pre-arbitration negotiation shall be determined by arbitration in Santa Clara County, California before one arbitrator. The arbitration shall be administered by Judicial Arbitration and Mediation Services (“JAMS”) pursuant to JAMS’ Streamlined Arbitration Rules and Procedures without respect to any rules providing for class arbitration. Member and Rebel Rise hereby waive any constitutional and statutory rights to sue in court and have a trial in front of a judge or a jury. Rebel Rise and Member are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration, except as specified above. All disputes, claims, and requests for relief within the scope of this Arbitration Agreement must be arbitrated on an individual basis and not on a class or collective basis, only individual relief is available, and claims of more than one Member cannot be arbitrated or consolidated with those of any other member. If a decision is issued stating that applicable law precludes enforcement of any of this section’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the State or Federal Courts located in the State of California. All other disputes, claims, or requests for relief shall be arbitrated. Member has the right to opt out of the provisions of this Arbitration Agreement by sending written notice of Member’s decision to opt out to: badass@rebelrisestudios.com, within thirty (30) days after first becoming subject to this Arbitration Agreement. Member’s notice must include Member’s name and address, the email address Member used to set up its membership, and an unequivocal statement that Member wants to opt out of this Arbitration Agreement. If Member opts out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to Member. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that Member may currently have, or may enter in the future, with Rebel Rise.
19. GOVERNING LAW AND VENUE. This Agreement, and enforcement, interpretation and validity, shall be governed by the law of the State of California. without giving effect to any choice or conflict of law provisions. The Parties agree that the Superior Court for the State of California, County of Santa Clara, (the “Court”) shall have exclusive jurisdiction over any matter not required to be arbitrated, including any claim for injunctive relief and any proceedings to enforce any judgment. The Parties irrevocably and unconditionally waive any objection to the Court’s personal jurisdiction and venue, whether on forum non conveniens grounds or otherwise.
20. SEVERABILITY. Should any portion of this Agreement be deemed illegal, void or unenforceable by any court or other governing body with the authority to make such determinations, then the remaining portions of this agreement shall remain in full force and effect.
21. SURVIVAL. Provisions outlined in this Agreement, which by their nature should apply beyond the term of the Agreement, will remain in force after any termination or expiration of this Agreement including, but not limited to, the following provisions: No Liability for Damage to Member’s Personal Property, Liability to Rebel Rise for Property Damage, Permission for Use, Assumption of Risk, Waiver of Liability, Indemnification, Entire Agreement, No Class or Collective Action, Arbitration, Governing Law, Submission to Jurisdiction and Venue, Severability, and Survival.
I have carefully read this Agreement and understand its contents. I am aware that I am relinquishing substantial legal rights, including the right of financial recovery for injury, whether the injury results from the inherent risks of the activity or from the ordinary negligence of Rebel Rise. I agree that my participation in all activities at Rebel Rise Facilities is voluntary and that I am voluntarily signing this Agreement with the full intent of releasing Rebel Rise from liability as specified herein.