Cold Plunge Philly LLC Membership and Payment Agreement
This Membership Agreement ("Agreement") is made between Cold Plunge Philly LLC ("Cold Plunge Philly" or "Company") and the individual agreeing to its terms ("Member"). By signing or electronically accepting this Agreement, the Member agrees to the terms governing Cold Plunge Philly’s services, access, and payments, as outlined below.

1. Membership Terms and Scope of Access
1.1 Membership Fee and Access Rights: The Member agrees to pay a monthly membership fee, due upon registration, granting access to Cold Plunge and Sauna services during regular operating hours. Membership access is limited to these specified facilities, and Cold Plunge Philly reserves the right to restrict or modify access areas and services as needed.
1.2 Facility Use Restrictions.
Unforeseen Circumstances: Access may be limited due to events beyond Cold Plunge Philly’s control, such as natural disasters, government directives, or power outages.
Designated or Additional Services: Certain amenities or services may require additional fees beyond the standard membership.
Temporary Closures: The Company may close or suspend access to facilities temporarily for maintenance, private events, or other reasons, with or without prior notice.
Policy Violations or Non-Payment: The Company reserves the right to suspend or revoke access in cases of policy violations, unpaid dues, or conduct deemed inappropriate.

2. Financial Obligations
All dues, fees, and additional charges are subject to the following terms:
2.1 Monthly Membership Dues: Membership dues are billed monthly and are payable on the date of enrollment each month. Dues are non-refundable, even in cases of limited or non-usage.
2.2 Additional Fees and Payment-Related Charges: Late and Returned Payment Fees: Cold Plunge Philly may assess fees for late payments or failed transactions. If dues remain unpaid, a $50 transfer fee may apply if sent to collections, in addition to any applicable legal fees.
Service-Specific Fees: Additional services, such as classes or workshops, may incur separate fees. These fees are detailed in Cold Plunge Philly’s Pricing Schedule or service-specific agreements.
Promotional Offers: Promotions or discounts, if applicable, are limited to one per membership and cannot be combined with other offers.
2.3 Payment Authorization and Collection Rights: The Member authorizes Cold Plunge Philly to charge the payment method on file for recurring and non-recurring dues, fees, and applicable charges related to services or products. Cold Plunge Philly reserves the right to resubmit declined transactions and pursue collection on unpaid balances.

3. Payment Terms and Financial Policies
3.1 Non-Refundable Dues and Fee Adjustments: All membership dues and fees are non-refundable and are subject to periodic increase. The Member agrees to any such increases as published or communicated by Cold Plunge Philly.
3.2 Waiver of Notice for Fee Adjustments: The Member waives the right to written notice of any fee increase unless the increase exceeds 5% within a calendar year.
3.3 Payment Obligations Regardless of Usage: Membership dues remain payable regardless of facility usage or access availability, including times when access may be restricted.

4. Member Responsibilities and Assumption of Risk
4.1 Compliance with Facility Rules: The Member agrees to follow all posted and communicated rules, regulations, and guidelines set by the Company for the safe and responsible use of Cold Plunge and Sauna facilities.
4.2 Health and Safety Acknowledgment: The Member acknowledges that use of the Cold Plunge and Sauna involves certain health risks and assumes full responsibility for any health-related incidents or injuries arising from facility use. The Company disclaims liability for injuries, accidents, or health-related issues.
4.3 Waiver and Release of Liability: By accepting this Agreement, the Member waives and releases Cold Plunge Philly LLC, its employees, and agents from all claims, damages, or liabilities resulting from the Member's use of the facilities.

5. Electronic and Telephonic Communication Consent
5.1 Consent to Electronic and Telephonic Communications: The Member consents to receive electronic communications (e.g., emails, text messages) and telephonic communications (e.g., phone calls, voicemail messages) from Cold Plunge Philly LLC for both transactional and marketing purposes, including but not limited to membership updates, payment reminders, promotional offers, facility news, and other communications relevant to the membership. By providing consent, the Member acknowledges that standard messaging and data rates may apply.
5.2 Technological Capabilities: The Member agrees to maintain the necessary technological capabilities to receive electronic communications, including an up-to-date email address and a mobile device capable of receiving text messages, if applicable. The Company shall not be liable for any failure by the Member to receive electronic communications due to technological limitations.
5.3 Updating Contact Information: The Member agrees to promptly notify the Company of any changes to their email address, phone number, or other relevant contact information. Failure to provide updated contact information may result in missed communications, for which the Company is not liable.
5.4 Withdrawing Consent: The Member may withdraw consent to receive marketing communications at any time by using the unsubscribe or opt-out mechanisms provided in the electronic communications or by contacting the Company directly. Withdrawal of consent for marketing communications shall not affect the Member’s consent to receive necessary transactional communications related to their membership, such as payment notifications or updates regarding access to the facilities.
5.5 Authorization for Electronic Agreement and Signature: By clicking “I Agree” or any equivalent electronic acknowledgment of this Agreement, the Member consents to the use of electronic signatures for this Agreement and agrees to be bound as though they had signed a paper copy of this Agreement. The Member further agrees that all transactions, communications, notices, and records relating to this Agreement may be conducted electronically.

6. Cancellation and Termination
6.1 Member-Initiated Cancellation: The Member may cancel this Agreement at any time by following Cold Plunge Philly’s cancellation process. Cancellation takes effect at the end of the billing period, and no refunds or prorated amounts will be issued.
6.2 Company-Initiated Termination: Cold Plunge Philly reserves the right to terminate this Agreement at any time, with or without cause. If terminated by the Company, the Member’s access will be revoked, and no further charges will apply.

7. Miscellaneous Provisions
7.1 Modification of Terms: Cold Plunge Philly reserves the right to modify Agreement terms. Such modifications are effective immediately upon notice to the Member by email or other communication. Continued membership constitutes acceptance of modified terms.
7.2 Entire Agreement: This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements or understandings related to its subject matter.
7.3 Governing Law: This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to its conflict of law principles.

By electronically signing or agreeing to this Agreement, the Member acknowledges acceptance of and agreement to the terms and conditions herein. By agreeing to this agreement, I also certify that I am at least 18 years of age or the legal age of majority in my jurisdiction and possess the legal authority, right, and freedom to enter into these terms as a binding agreement. If I am under 18 years of age, I confirm that I have obtained permission from a parent or legal guardian who legally represents me.

ASSUMPTION OF RISK, WAIVER AND RELEASE OF LIABILITY, COVENANT NOT TO SUE, INDEMNIFICATION, AND ARBITRATION AGREEMENT

WARNING: Please read carefully as this Agreement includes an ASSUMPTION OF RISK, WAIVER OF LIABILITY DEFENSE AND INDEMNIFICATION, and ARBITRATION AGREEMENT which deprives you, Other Members, Guests and those whom you register on behalf of the right to sue Cold Plunge Philly, LLC and other parties, including for negligence.

I certify that I am authorized to enter into this Assumption of Risk, Waiver and Release of Liability, Covenant not to Sue, Indemnification, and Arbitration Agreement ("Agreement") on my behalf and on behalf of my minor child(ren). In consideration for Cold Plunge Philly, LLC, Leonard Checchio, Alexander Rosengarten. and its subsidiaries, affiliates, directors, owners, employees, representatives, volunteers and agents (collectively "Cold Plunge Philly") allowing me or my minor child(ren) to participate in the Event. I hereby agree to all of the terms and conditions in this Agreement, including the ASSUMPTION OF RISK, WAIVER OF LIABILITY, DEFENSE AND INDEMNIFICATION, HEALTH AND SAFETY, ARBITRATION AGREEMENT provisions below.

1. ASSUMPTION OF RISK. I understand that there are dangers, hazards, and risks of injury or damage, some of which are inherent, in the use of Cold Plunge Philly’s premises, facilities, equipment, services, activities or products.
2. Use of Premises and Services. I understand that use of Cold Plunge Philly’s premises, facilities, equipment, services, activities or products ("Use of Cold Plunge Philly Premises and Services") can include but is not limited to (1) use of sauna, cold plunge tubs, ice barrel, locker rooms, studios, fitness floors, fitness equipment, spa, lobby, entryways, sidewalks, parking lots and any other facilities or equipment; (2) use of personal training services; group fitness classes (including yoga & breathwork); services; (3) use of services and participation in activities off Cold Plunge Philly premises, including but not limited to running, personal training, group fitness, athletic events, educational programs, wellness programs, travel programs, and field trips; and (4) all other programs, activities, classes, sessions, seminars, workshops, assessments, events, amenities, or benefits that are sponsored, endorsed or operated by Cold Plunge Philly on or off its premises.
3. Risks. I understand that the dangers, hazards, and risks of injury or damage in the Use of Cold Plunge Philly Premises and Services ("Risks") may include but are not limited to (1) slips, trips, collisions, falls, and loss of footing or balance, including "slip and falls" and falls from fitness equipment; (2) drowning; (3) equipment failure, malfunction or misuse; (4) property or information theft, loss, misuse or damage, including from lockers, vehicles, equipment, files or systems; and (5) other accidents or incidents that may result in injury or damage to me, Minor Member(s), Other Member(s), or Guest(s).
4. Injuries. I understand that such injuries or damages may include but are not limited to major or minor personal, physical, bodily, emotional, mental, economic, property or other types of injuries or damages ("Injuries") to me, Minor Member(s), Other Member(s) or Guest(s), including but not limited to (1) death; (2) paralysis, brain damage, heart attacks, strokes, disfigurement, heat stress and/or heat stroke, dehydration, concussions, hearing loss, torn or damaged muscles or ligaments, broken bones, allergic reactions, burns, sprains, bruises and scrapes; (3) aggravation of pre-existing injuries or medical conditions; (4) pain and suffering; (5) loss of consortium, love, affection, comfort, companionship, or care; (6) emotional distress, embarrassment, humiliation, or shock; (7) lost wages or lost earning capacity; (8) lost, stolen, misused or damaged property or information; and (9) any other disability, impairment, incapacity, injury or damage
5. I understand that Risks and Injuries in the Use of Cold Plunge Philly Premises and Services (collectively, "Risks of Injury") may be caused, in whole or in part, by the NEGLIGENCE OF COLD PLUNGE PHILLY, me, Minor Member(s), Other Member(s), Guest(s) and/or other persons. I FULLY UNDERSTAND, AND VOLUNTARILY AND WILLINGLY ASSUME, THE RISKS OF INJURY.WAIVER OF LIABILITY. On behalf of myself and my spouse/partner, children/Minor Members, Other Members, Guests, parents, guardians, heirs, next of kin, personal representatives, heirs and assigns, I hereby voluntarily and forever release and discharge Cold Plunge Philly LLC, Leonard Checchio, Alexander Rosengarten, their direct and indirect subsidiaries and affiliates, and all of their employees, contractors, officers, directors, agents, representatives, sponsors, volunteers and any other entity or person acting for them and all of their successors and assigns (collectively, "Indemnified Parties") from, covenant and agree not to sue the Indemnified Parties for, and waive, any claims, demands, actions, causes of action, debts, damages, losses, costs, fees, expenses or any other alleged liabilities or obligations of any kind or nature, whether known or unknown (collectively, "Claims") for any Injuries to me, Minor Member(s), Other Member(s), or Guest(s) in the Use of Cold Plunge Philly Premises and Services which arise out of, result from, or are caused by any NEGLIGENCE OF THE INDEMNIFIED PARTIES, me, any Minor Member(s), any Other Member(s), any Guest(s), and/or any other person (collectively, "Negligence Claims").
6. Negligence Claims. I understand that Negligence Claims include but are not limited to the Indemnified Parties' (1) negligent design, construction (including renovation or alteration), repair, maintenance, operation, supervision, monitoring, or provision of the Use of Cold Plunge Philly Premises and Services; (2) negligent failure to warn of or remove a hazardous, unsafe, dangerous or defective condition; (3) negligent failure to provide or keep premises in a reasonably safe condition; (4) negligent provision of or failure to provide emergency care; (5) negligent hiring, selection, training, instruction, certification, supervision or retention of employees, independent contractors or volunteers; (6) negligent collection, use, disclosure or storage of personal, sensitive or other information (including negligent failure to implement or maintain information security controls); or (7) other negligent act(s) or omission(s).
7. Cold Plunge Philly’s Fees and Costs. I specifically agree that, if I (on my own behalf or on behalf of another, including an estate) assert a Negligence Claim against the Indemnified Parties and/or breach my agreement not to sue the Indemnified Parties, I will pay all reasonable fees (including attorneys' fees), costs and expenses incurred by the Indemnified Parties ("Indemnified Parties' Fees and Costs") to defend (1) the Negligence Claim(s) and (2) all other Claims based on the same facts as the Negligence Claim(s).
8. DEFENSE AND INDEMNIFICATION. On behalf of myself and my spouse/partner, children/Minor Member(s), Other Member(s), Guest(s), parents, guardians, heirs, next of kin, personal representatives, heirs and assigns, I agree to defend, indemnify and hold the Indemnified Parties harmless to the fullest extent permitted by law from and against any Claim (including any Negligence Claim) asserted against the Indemnified Parties by any other person (including but not limited to any Other Member, any Guest, any other Cold Plunge Philly member or guest, any family member who is not a Cold Plunge Philly member, or any other person or entity) arising out of, resulting from, or caused by the Use of Cold Plunge Philly Premises and Services by me, Minor Member(s), Other Member(s), or Guest(s). My agreement to defend the Indemnified Parties means that I will pay all of the Indemnified Parties' Fees and Costs incurred to defend the Claim from the date the Claim is asserted. My agreement to indemnify and hold the Indemnified Parties harmless means that I will pay any settlement, judgment, or other damages, fees or costs of any type incurred by the Indemnified Parties to resolve the Claim.
9. IMAGE AND LIKENESS RELEASE. I understand that Cold Plunge Philly, LLC, and each of its affiliates and subsidiaries (collectively, "Cold Plunge Philly") may stream, livestream, record, take photographs, make audio or video recordings, or take testimonial accounts that may contain the name, image, voice, likeness, persona or account of me or my Minor Members (collectively "Images") during the use of Cold Plunge Philly’s applications, websites, digital services, services, premises, facilities, equipment, activities or products, including, without limitation, group fitness, yoga, and breathwork classes, whether on or off Cold Plunge Philly premises (collectively, "Use of Cold Plunge Philly Premises and Services"). I hereby irrevocably consent to and grant Cold Plunge Philly the non-exclusive, worldwide, perpetual, royalty-free, fully paid, transferable and otherwise unlimited right to use, copy, modify, distribute, display, publicly display, perform, publish, transmit, host, remove, retain, repurpose, reproduce, adapt, edit, modify, change, add, delete, rearrange, prepare derivative works of and commercialize any and all such Images (and the right to sublicense such images through unlimited levels of sublicensees) through any form of communication, in any manner, in any media formats and through any media channels, now known or hereafter developed, including, without limitation, streaming, livestreaming or on-demand, for any purpose whatsoever, commercial or otherwise, without obtaining additional consent, without restriction or notification, and without compensating me in any way, and to authorize others to do the same. Without limiting the foregoing, I hereby consent to Cold Plunge Philly's use of the Images for commercial and promotional use, including, without limitation, on corporate or employee social media. I waive any right to inspect, approve, or edit such Images as used by Cold Plunge Philly. I further understand and agree, without limiting this Image and Likeness Release, that my membership documents with Cold Plunge Philly, whether General Terms Agreement, Member Usage Agreement and/or Digital Terms of Use, as well as the Guest and Club Policies and Terms of Use located on or referenced within Cold Plunge Philly's website, which is currently coldplungephillyllc.com, apply to my Use of Cold Plunge Philly Premises and Services.
10. HEALTH AND SAFETY. I represent that I and my minor child(ren) are healthy enough to engage safely in the Event. I acknowledge that Cold Plunge Philly does not and will not provide medical advice, although I consent to emergency care by Cold Plunge Philly for me or my minor child(ren). I acknowledge that I am responsible for my own conduct, health and safety and that of my minor child(ren) and that Cold Plunge Philly is not responsible for any medical expenses incurred by me or my minor child(ren) in connection with the Participation in the Event.
11. PARENT OR GUARDIAN AGREEMENT. If I am the parent or legal guardian of a minor child(ren), I acknowledge and represent to Cold Plunge Philly that I have the right and authority to make decisions concerning the care, custody and control of each minor child, including but not limited to, the liferight and authority to execute this Agreement on each minor child's behalf. By signing this Agreement, I am binding each of my minor child(ren) to its terms, including but not limited to the ASSUMPTION OF RISK, WAIVER OF LIABILITY, DEFENSE AND INDEMNIFICATION, HEALTH AND SAFETY, and ARBITRATION AGREEMENTprovisions.
12. SEVERABILITY. I agree that this Agreement, including specifically the ASSUMPTION OF RISK, WAIVER OF LIABILITY, DEFENSE AND INDEMNIFICATION, HEALTH AND SAFETY, PARENT OR GUARDIAN AGREEMENT and ARBITRATION AGREEMENT provisions, is intended to be as broad and inclusive as permitted under applicable law. If a court declares any part of this Agreement unenforceable, invalid or void, that part alone shall be severed from this Agreement, and the entire remainder of the Agreement, including any partially enforceable provision, shall be fully binding and enforceable to the maximum extent permitted by applicable law.
13. OTHER PROVISIONS. I am not relying on any oral or written promises, representations, statements, covenants or warranties, other than those set forth herein, to induce me to sign this Agreement. This Agreement may be amended at any time by Cold Plunge Philly upon such notice, if any, as may be required by law. If Cold Plunge Philly fails to enforce any right in this Agreement for any reason, Cold Plunge Philly does not waive its right to enforce it later.
14. Dispute Resolution Agreement
15. Mediation Requirement: Any disputes or claims arising from this Agreement shall first be resolved through mediation with a neutral mediator selected by mutual agreement of both parties. The goal of mediation is to reach a voluntary settlement in a confidential setting.
16. Mandatory Individual Arbitration: If mediation does not resolve the dispute, it will be settled by binding arbitration on an individual basis. By entering this Agreement, Cold Plunge Philly and I agree that any dispute, claim, or controversy (whether based on tort, contract, statute, regulation, equity, or other legal theory) between us (related to past, present, or future acts) shall be resolved exclusively through individual arbitration, not in court.
17. Waiver of Class Actions: We both agree to bring claims in arbitration only in our individual capacities and not as representatives or members of a class. The arbitrator will not have the authority to consolidate cases or arbitrate on behalf of multiple people.
18. Waiver of Jury Trial: Both parties waive any right to a trial by judge or jury, agreeing to resolve claims through binding arbitration instead.
19. Arbitration Process:

• Initiation: Either party may initiate arbitration, to be conducted by a single neutral arbitrator.
• Arbitration Providers: Arbitration will be conducted by either the American Arbitration Association (AAA) or JAMS, chosen by either party, or by another mutually agreed provider if these are unavailable.
• Rules: The arbitration will follow the AAA Consumer Arbitration Rules or JAMS Streamlined Arbitration Rules and Procedures unless those rules conflict with this Agreement.
• Location: Arbitration hearings will occur at the ADR Provider's location closest to the claimant’s primary residence or as agreed by both parties.

1. Costs: Filing, administrative, and arbitrator fees will be handled according to the rules of the arbitration provider.
2. Arbitrator’s Authority and Award: The arbitrator will decide the rights and liabilities of each party and issue a written decision explaining the basis of any awarded damages or relief. The arbitrator can award monetary or non-monetary remedies within the scope permitted by law and this Agreement, with any final award subject to judicial confirmation or entry in a court with jurisdiction.
3. Governing Law: This Arbitration Agreement is governed by the Federal Arbitration Act and federal arbitration law.
4. Confidentiality: All aspects of the mediation and arbitration proceedings, including awards and compliance, shall remain strictly confidential unless disclosure is legally required

SIGNATURE

BY CLICKING TO AGREE TO THIS AGREEMENT, I AGREE THAT I HAVE READ AND UNDERSTAND THIS AGREEMENT, AND AGREE TO ALL TERMS AND CONDITIONS OF THIS PARTICIPATION AGREEMENT, INCLUDING SPECIFICALLY THE ASSUMPTION OF RISK, WAIVER OF LIABILITY, DEFENSE AND INDEMNIFICATION, AND ARBITRATION AGREEMENT PROVISIONS UNDER WHICH I AM RELINQUISHING LEGAL RIGHTS. MY PARTICIPATION IN THE EVENT AND EXECUTION OF THIS AGREEMENT IS PURELY VOLUNTARY, AND I ELECT TO DO SO IN SPITE OF THE RISKS AND LEGAL EFFECT.

BY AGREEING TO THIS AGREEMENT, I ALSO CERTIFY THAT I AM AT LEAST 18 YEARS OF AGE OR THE LEGAL AGE OF MAJORITY IN MY JURISDICTION AND POSSESS THE LEGAL AUTHORITY, RIGHT, AND FREEDOM TO ENTER INTO THESE TERMS AS A BINDING AGREEMENT. IF I AM UNDER 18 YEARS OF AGE, I CONFIRM THAT I HAVE OBTAINED PERMISSION FROM A PARENT OR LEGAL GUARDIAN WHO LEGALLY REPRESENTS ME.