FITNESS STUDIO MEMBERSHIP AGREEMENT
This Fitness Studio Membership Agreement (“Agreement”) is between the following:
Studio
Name: Pilates LRF LLC DBA Criminal Fitness (“Studio”)
Address: 533 Airport Boulevard, Suite 400, Burlingame, CA 94010
Email: info@criminalfitness.com
Member
Name: _________________________________________________________ (“Member”)
Address: _________________________________________________________
Email: _________________________________________________________
Date when Member signed the Agreement: ______________________________
CALIFORNIA CIVIL CODE § 1812.85 DISCLOSURE
You, the buyer, may choose to cancel this agreement at any time prior to midnight of the fifth
business day of the health studio after the date of this agreement, excluding Sundays and holidays.
To cancel this agreement, mail, email, or deliver a signed and dated notice that states that you,
the buyer, are canceling this agreement, or words of similar effect. The notice shall be sent via
first-class mail, via email from an email address on file with the health studio, or delivered in
person to:
Pilates LRF LLC at 533 Airport Boulevard, Suite 400, Burlingame, CA 94010 or by email at
info@criminalfitness.com.
The Member and Studio are sometimes collectively referred to herein as the “Parties” and individually
as a “Party.” This Agreement shall be effective as of the date of the Member’s signature on the signature
page of this Agreement (“Effective Date”).
Member wishes to be provided with the services as stated below by Studio and the Studio agrees to
provide the Services to the Member in accordance with the terms and conditions of this Agreement.
1. MEMBERSHIP SERVICES
1.01. The Member hereby retains the Studio for the membership plan and services that the Member
has selected from Studio at Studio’s facilities in person, Studio’s website located at
https://criminalfitness.com/membership (“Studio’s Website”), Studio’s app, the Member’s online
account with Studio, and/or from the Member’s app account on Studio’s app (collectively, the
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“Services”). The specific type of membership plan and the description of the services are detailed
and described on the documents provided to Member in person, Studio’s Website, Studio’s app, the
Member’s online account with Studio, and/or on the Member’s app account on Studio’s app
(collectively, the “Studio Platform”).
Membership Term: The specific membership term and any renewal terms for the
membership plan selected by the Member is described on the Studio Platform.
1.02. Commencement of Services. Studio will begin performing the Services within six (6) months
after the Effective Date of this Agreement.
1.03. Member Behavior. The Member agrees to behave in a respectful and appropriate manner while
receiving the Services, interacting with other members, and/or using the Studio’s facilities or
equipment. Member further agrees to comply with all of Studio’s rules, regulations, and guidelines
as posted on Studio’s premises or provided or communicated to Member. Studio reserves the right
to refuse service or to terminate the fitness session/class or any part of the Services if the Studio
experiences inappropriate, threatening, hostile, offensive, disruptive, or unsafe behavior from the
Member or any person associated with the Member or if the Studio’s or another member’s safety is
in question in any way.
1.04. Studio Access. Information on the Member’s access to the facilities and the hours of access
can be accessed on the Studio Platform.
1.05. Personal Belongings. Studio is not responsible for lost, stolen, or damaged personal
belongings. Member is encouraged to keep valuables in secure areas, such as lockers, if provided by
the Studio.
1.06. Member’s Personal Information. Studio collects and processes personal information from the
Member for the purpose of performing the Services, administering the Member’s membership,
billing, communication, and the like. Studio will manage, handle, and process Member’s personal
information in accordance with Studio’s privacy policy, which can be accessed here:
https://www.criminalfitness.com/privacy-policy.
1.07. Marketing and Promotion. By signing this Agreement, Member agrees to receiving
communications from Studio via email, text, call, mail, and/or electronic message regarding
promotions, class schedules, events, and other Studio-related information. Member may opt-out of
marketing communications at any time via the Member’s online or app account with Studio or by
emailing Studio info@criminalfitness.com.
2. MEMBERSHIP FEES
2.01. Fees. Member shall pay Studio the fees, including any late or cancellation fees, as specified
in the specific membership plan(s) Member has selected from the Studio Platform (“Fees”).
2.02. Billing and Payment. Full payment of the Services is required to be paid upfront upon the
Member selecting and purchasing the Services on the Studio Platform. If Member purchases
additional sessions, classes, packages, or any other services (“Additional Services”), Member is
required to pay for the Additional Services in full upfront via the Studio Platform before any of the
Additional Services are performed.
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2.03. Refund. The terms for a refund of the Fees is described in the specific membership plan(s)
Member has selected from the Studio Platform.
3. WARRANTY.
Studio does not warrant in any form the results or achievements of the Services provided or the resulting
work product and deliverables. Studio warrants that the Services will be performed by qualified
personnel in a professional and workmanlike manner in accordance with the generally accepted industry
standards and practices. Studio shall comply with all statutes, ordinances, regulations, and laws of all
international, federal, state, county, municipal, or local governments applicable to performing the
Services hereunder.
LIMITATION OF WARRANTY. THE WARRANTY SET FORTH IN THIS SECTION 3 IS
EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT, OR
DELIVERABLES PROVIDED UNDER THIS AGREEMENT OR AS TO THE RESULTS WHICH
MAY BE OBTAINED THEREFROM. STUDIO DISCLAIMS ALL IMPLIED WARRANTIES
INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS
FOR A PURPOSE, OR AGAINST INFRINGEMENT. STUDIO SHALL NOT BE LIABLE FOR ANY
SERVICES, WORK PRODUCT, OR DELIVERABLES PROVIDED BY THIRD PARTY VENDORS
IDENTIFIED OR REFERRED TO THE MEMBER BY THE STUDIO DURING THE TERM OF
THIS AGREEMENT. MEMBER’S EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY
IS REPERFORMANCE OF THE SERVICES OR IF REPERFORMANCE IS NOT POSSIBLE OR
CONFORMING, REFUND OF AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NONCONFORMING
SERVICES.
4. OWNERSHIP OF WORK PRODUCT.
This is not a work-for-hire agreement. The copyright in all deliverables created or provided hereunder
for Member shall belong to the Studio or to the appropriate owner if the deliverables provided to
Member are licensed from Studio from the appropriate owner to use. All intellectual property rights in
all pre-existing works and derivative works of such pre-existing works and other deliverables and
developments made, conceived, created, discovered, invented, or reduced to practice in the performance
of the Services hereunder are and shall remain the sole and absolute property of Studio, subject to a
worldwide, non-exclusive license to Member for Member’s personal use in receiving the Services as
intended under this Agreement and the Studio retains all moral rights therein. However, any works and
deliverables licensed from Studio from the appropriate owner used in the performance of the Services
shall belong to the appropriate owner of such licensed works and deliverables. This Agreement does not
grant Member any license to any of the Studio’s products, which products must be separately licensed
and does not grant Member any license or sublicense to any of the licensed products that Studio licenses
from the appropriate owner that Studio uses in the performance of the Services.
5. INDEMNIFICATION.
Each party (the “Indemnifying Party”) agrees to indemnify, defend, and hold the other party and its
affiliates and their respective officers, directors, employees, and agents harmless from and against all
claims, losses, liabilities, damages, expenses, and costs, including attorney’s fees and court costs, arising
out of the Indemnifying Party’s
a) Gross negligence or willful misconduct or
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b) Its material breach of any of the terms of this Agreement.
The Indemnifying Party’s liability under this Section shall be reduced proportionally to the extent that
any act or omission of the other Party, or its employees or agents, contributed to such liability. The
Party seeking indemnification shall provide the Indemnifying Party with prompt written notice of any
claim and give complete control of the defense and settlement of the Indemnifying Party, and shall
cooperate with the Indemnifying Party, its insurance company, and its legal counsel in its defense of
such claim(s). This indemnity shall not cover any claim in which there is a failure to give the
Indemnifying Party prompt notice to the extent such lack of notice prejudices the defense of the claim.
SECTION 5 STATES THE ENTIRE OBLIGATION AND THE EXCLUSIVE REMEDIES WITH
RESPECT TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS PURSUANT TO THIS
AGREEMENT.
6. LIMITATION OF LIABILITY; ACTIONS
EXCEPT FOR THE PARTIES’ INDEMNIFICATION OBLIGATIONS UNDER SECTION 5 OF
THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS
AGREEMENT TO THE OTHER PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL,
INDIRECT, STATUTORY, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING,
BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE,
LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOODWILL OR REPUTATION, AND
COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH
OF CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN
REASONABLY FORESEEN. SUBJECT TO THE MEMBER’S OBLIGATION TO PAY THE FEES
TO THE STUDIO, EACH PARTY’S ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS
RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID
OR PAYABLE BY THE MEMBER TO THE STUDIO UNDER THIS AGREEMENT IN THE
TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO
SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OF THE
AGREEMENT.
NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF
THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF
ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
7. COOPERATION OF MEMBER.
Member agrees to comply with all reasonable requests of Studio as may be reasonably necessary for the
performance of the Services under this Agreement.
8. TERM.
This Agreement will commence as of the date of the Member’s signature on the signature
page of this Agreement and shall continue until the completion of the Services, which
initially shall be the commencement date as shown on the Studio Platform for the
Services the Member has selected and purchased (“Term”), or unless the Agreement is
terminated earlier as set forth in Section 9.
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9. TERMINATION
9.01. Termination for Breach. Either Party may terminate this Agreement at any time in the event
of a breach by the other Party of a material covenant, commitment, or obligation under this
Agreement that remains uncured:
a) In the event where Member fails to pay Studio for the Services as outlined in Section 2,
Studio has ten (10) calendar days to terminate this Agreement after providing written
notice to Member of Member’s monetary breach of this Agreement; and
b) In the event of a non-monetary breach after fourteen (14) days following written notice.
Such termination shall be effective immediately and automatically upon the expiration of the
applicable notice period, without further notice or action by either Party. Termination shall be in
addition to any other remedies that may be available to the non-breaching party.
9.02. Member’s Right of Termination. Member has the right to terminate the Agreement as
outlined below:
a) If Member paid Fees in the amount from one thousand five hundred dollars ($1,500) to two
thousand dollars ($2,000), Member shall have the right to terminate the Agreement within
20 days of the Effective Date of the Agreement.
b) If Member paid Fees in the amount from two thousand one dollars ($2,001) to two thousand
five hundred dollars ($2,500), Member shall have the right to terminate the Agreement
within 30 days of the Effective Date of the Agreement.
c) If Member paid Fees in the amount of two thousand five hundred one dollars ($2,501) or
more, Member shall have the right to terminate the Agreement within 45 days of the
Effective Date of the Agreement.
9.03. Termination by Death or Disability. If, by reason of death or disability, Member is unable
to receive all of the Services, Member’s estate shall be relieved from the obligation of making
payments for the Fees of the Services other than for those Services Member received prior to
Member’s death or Member’s onset of disability, and that if Member has prepaid any sum for the
Services, so much of such sum as is allocable to Services Member has not taken shall be promptly
refunded to Member or Member’s representative.
9.04. Termination by Distance Moved. This section only applies if Member will be receiving the
Services at Studio’s health studio. If Member moves further than 25 miles from the health studio
and is unable to transfer this Agreement to a comparable facility, Member shall be relieved from the
obligation of making payment for the Services other than those received prior to the move, and if
Member has prepaid any sum for the Services, so much of such sum as is allocable to the Services
Member has not taken shall be promptly refunded. However, in such a situation, Member will be
charged a $100 fee or if more than half of the Term of the Agreement has expired, Member will be
charged a $50 fee.
9.05. Obligations upon Termination. Termination of this Agreement for any reason shall not
discharge either Party's liability for obligations incurred hereunder and amounts unpaid at the time
of such termination. Member shall pay Studio for all Services rendered prior to the effective date of
termination. Only upon Member terminating this Agreement due to Studio’s breach of contract
under Section 9.01, Studio shall refund Member for any Services that Member did not receive where
any prepaid monetary amounts Member rendered for the Services will be refunded to Member on a
pro rata basis where Member will receive a refund proportionate to the Services Member did not
receive. In any case, upon the termination of the Agreement, the Member shall promptly return to
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Studio any equipment, materials, or other property of the Studio relating to the terminated Services
that are in Member’s possession or control.
10. RELATIONSHIP OF THE PARTIES.
Each of the Parties is an independent contractor and neither Party has the authority to bind or contract
any obligation in the name of or on account of the other Party or to incur any liability or make any
statements, representations, warranties, or commitments on behalf of the other Party, or otherwise act
on behalf of the other.
11. GOVERNING LAW.
This Agreement shall be governed by the laws of the State of California, without reference to its conflicts
of laws provisions.
12. DISPUTE RESOLUTION.
(a) Mediation
If there is any dispute arising or related to this Agreement that cannot be resolved amicably, the dispute
shall first be submitted to confidential mediation for a good faith resolution that shall take place in
Burlingame, California. The parties shall mutually agree upon a meditation service. The mediation shall
commence upon the parties’ provision of a joint, written request for mediation to the mediation service.
Such request shall include a sufficient description of the dispute and relief requested. Each party shall
cooperate with the mediation service in all reasonable respects and participate in good faith wherever
required. Mediation fees and expenses shall be borne equally by the parties. All communications,
whether oral or written, are confidential and will be treated by the parties as compromise & settlement
negotiations for the purposes of Federal Rule of Evidence 408 as well as any applicable, corresponding
state rules. Notwithstanding the foregoing, evidence that is otherwise admissible or discoverable shall
not be rendered inadmissible or non-discoverable as a result of its use in the mediation. Either party may
seek equitable relief, such as an injunction, prior to or during the mediation in order to preserve the
status quo and protect its interests during the process.
(b) Arbitration
If, after the earlier of: (i) sixty (60) days following the commencement of a mediation hereunder; or (ii)
completion of the initial mediation session, the parties have still not come to a resolution for any reason
(including a failure to actually meditate), they shall seek to resolve the dispute via arbitration, which
shall be administered by the American Arbitration Association in accordance with its commercial
arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having
jurisdiction thereof. The arbitration shall take place before a panel of one or three arbitrators sitting in
Burlingame, California. The language of the arbitration shall be English. The arbitrators will be bound
to adjudicate all disputes in accordance with the laws of the State of California. The determination of
the arbitrator shall be final and absolute. The arbitrator shall have the authority to grant equitable relief.
The prevailing party in any arbitration shall be entitled to recover, in addition to any other relief awarded
by the arbitrator, its reasonable costs and expenses, including attorneys' fees, of preparing for and
participating in the arbitration. If each party prevails on specific issues in the arbitration, the arbitrator
shall allocate the costs incurred by all parties on a basis the arbitrator deems appropriate.
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13. ATTORNEY’S FEES.
If either Party incurs any legal fees associated with the enforcement of this Agreement or any rights
under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and
any court, arbitration, mediation, or other litigation expenses from the other Party.
14. COLLECTION EXPENSES.
If Studio incurs any costs, expenses, or fees, including reasonable attorney’s fees and professional
collection services fees, in connection with the collection or payment of any amounts due it under this
Agreement, Member agrees to reimburse Studio for all such costs, expenses and fees.
15. ASSIGNMENT.
The Studio may subcontract its obligations and rights to a third-party.
16. SEVERABILITY.
If any provision or portion of this Agreement shall be rendered by applicable law or held by a court of
competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions or portions shall
remain in full force and effect.
17. HEADINGS.
The headings/captions appearing in this Agreement have been inserted for the purposes of convenience
and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope
or intent of the provisions to which they appertain.
18. SURVIVAL.
Each term and provision of this Agreement that should by its sense and context survive any termination
or expiration of this Agreement, shall so survive regardless of the cause and even if resulting from the
material breach of either Party to this Agreement.
19. NOTICES.
Any notices required or permitted under this Agreement shall be given to the appropriate Party at the
address or email specified above on the 1st page of this Agreement or at such other address or email as
the Party shall specify in writing. Such notice shall be deemed given upon personal delivery to the
appropriate address. If notice is sent by certified or registered mail, notice shall be deemed given three
(3) days after the date of sending. If notice is sent by email, notice shall be deemed given upon
confirmation.
20. WAIVER.
No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an
authorized representative of the waiving Party. The failure of either Party to enforce any provision of
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this Agreement shall not be construed as a waiver or modification of such provision, or impairment of
its right to enforce such provision or any other provision of this Agreement thereafter.
21. ENTIRE AGREEMENT; MODIFICATION.
This Agreement and any exhibits attached is the entire Agreement between the Parties with respect to
the subject matter hereof and supersedes any prior agreement or communications between the Parties,
whether written, oral, electronic, or otherwise. No change, modification, amendment, or addition of or
to this Agreement or any part thereof shall be valid unless in writing and signed by authorized
representatives of the Parties.
The undersigned below have voluntarily executed this Agreement as of the Effective Date.
CALIFORNIA CIVIL CODE § 1812.85 DISCLOSURE
You, the buyer, may choose to cancel this agreement at any time prior to midnight of the fifth
business day of the health studio after the date of this agreement, excluding Sundays and
holidays. To cancel this agreement, mail, email, or deliver a signed and dated notice that states
that you, the buyer, are canceling this agreement, or words of similar effect. The notice shall be
sent via first-class mail, via email from an email address on file with the health studio, or
delivered in person to Pilates LRF LLC at 533 Airport Boulevard, Suite 400, Burlingame, CA
94010 or by email at info@criminalfitness.com.
This Agreement will commence as of the date of the Member’s signature below and
shall continue until the completion of the Services, which initially shall be the
commencement date as shown on the Studio Platform for the Services the Member has
selected and purchased, or unless the Agreement is terminated earlier as set forth in
Section 9.
MEMBER
Date: _______________________
Signature: ___________________
Name: ______________________
STUDIO
Date: _______________________
Signature: ___________________
Name: Lorene Siranush Pesacreta
Title: Managing Member