This Membership Agreement (the “Agreement”) is entered into effective as of the date of purchase (the “Effective Date”), by and between Zen Vitalis LLC, an Arizona Limited Liability Company (“Company”), and the membership enrollee (the “Client”),  Each are sometimes referred to hereinafter, individually as a “Party,” and collectively, as the “Parties”.  

WHEREAS, the Client desires to engage the Company to provide certain membership-based wellness services 

WHEREAS, the Company agrees to perform the Services under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as follows:

1. THE SERVICES

1.1 Membership Services.  The Company provides access to wellness facilities, including but not limited to sauna therapy, cold plunge pools, and floatation therapy sessions (the “Services”). The Services are offered on a membership basis, granting the Client access to the facilities in accordance with the selected membership plan.

1.2 Access Rights. During the Term of this Agreement, and subject to compliance with all terms herein, the Client shall have a non-exclusive, non-transferable right to access and use the Company’s facilities for wellness purposes as outlined in the membership plan.  The Client may be required to sign additional agreements and liability waivers before using the facility.

1.3 Transferability and Membership Rules. The Client may not assign or transfer their membership or this Agreement. Company reserves the right to offer memberships at different rates and terms to other members. Any special promotional membership or rate regarding privileges, usage, hours, benefits, or facilities is valid only at the Client’s designated home club, unless otherwise provided in writing by Company.

1.4 Group Fitness, Yoga, Breathwork, and Other Instruction. Company  may offer pre-scheduled group instruction from time to time. The number of participants in group sessions may be limited. Group sessions will be made available either on an appointment basis or on a “first come, first served” basis. These classes and events are strictly informational and instructional in nature and are not intended as personal training.

1.5 Guest Privileges and Benefits. Current members enrolled in a monthly membership agreement may bring one guest per [specify frequency based on membership type]. The specific guest privileges are outlined in the Client’s membership agreement terms. All guests must be at least 18 years old or at least 14 years old if accompanied by a parent/guardian. All guests must sign in before entering the facility, and adult guests must present valid photo identification. The Client must accompany the guest and remain on the premises for the entire duration of the guest’s visit.

1.6 Acceptance of Services. The Company reserves the right to modify, enhance, or discontinue any features of the Service at its sole discretion. Any material changes will be communicated to the Client in advance.

1.7 Freezing Membership. The Client may freeze their membership for a period of up to two months, twice per calendar year. To initiate a membership freeze, the Client must notify the Company by phone or email at hello@zenvitalitynow.com.

1.8 Changes to Membership Agreement. Company  may, from time to time, make changes to this agreement, other than to your guaranteed Monthly Membership Fee. Such revisions will be effective immediately, provided, however, such revisions shall, unless otherwise stated, be effective thirty (30) days after notice. Your continued use of Company ’ facilities and/or services shall constitute acceptance of these changes.

2. TERM AND TERMINATION

2.1 Term.  This Agreement is effective as of the Effective Date and shall continue on a month-to-month basis unless terminated as provided herein. 

2.2 Termination.  The Client may cancel their membership at any time without incurring additional charges. However, the Company shall not provide reimbursement for the current month once billing has occurred. The Client must notify the Company before their next billing date to avoid charges for the upcoming period. Membership cancellations must be submitted via email to hello@zenvitalitynow.com or by calling 602-345-1239. No refunds will be provided for unused sessions upon cancellation, and any banked sessions will no longer be available after the membership has ended. The Company may suspend or terminate Client’s access immediately for material breach, non-payment, or misuse of the facilities.   

2.3 Termination of Service.  Upon termination, all rights granted to the Client under this Agreement shall cease, and the Client shall no longer have access to the Service. No refunds shall be provided for any prepaid fees.  

3. COMPENSATION; PAYMENT TERMS

3.1 Membership Fees.  The Client agrees to pay the Company a recurring monthly membership fee. Fees shall be automatically charged to the Client’s designated payment method on a recurring basis.

3.2 Late Payments. Failure to make timely payments may result in service suspension or termination and/or accrue a late payment fee. 

3.3 Fee Changes. The Company reserves the right to modify subscription fees with at least thirty (30) days’ prior written notice.

4. CONFIDENTIALITY; PRIVACY  

4.1 Confidentiality.  Subject to the other terms and conditions of this Agreement, as a result of this Agreement and the ongoing relationship of the Parties, each of the Parties may have access to or acquire knowledge of confidential and proprietary information concerning the other and the other’s business (the “Confidential Information”), and each agrees to treat the Confidential Information as confidential.  All Confidential Information shall remain solely the property of the disclosing party, and the recipient shall maintain and protect the confidentiality of such Confidential Information with the same degree of care used to protect its own confidential information, but in any event, no less than a reasonable degree of care.  Each of the Parties agrees not to utilize another’s Confidential Information for any purpose other than the performance of this Agreement.  Each of the Parties understands, acknowledges, and agrees that a breach of this Section would cause the non-breaching party irreparable damage, for which the award of damages would be inadequate compensation. Accordingly, the non-breaching party may institute an action to enjoin the breaching party from any and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive.

4.2 Privacy.  The names, addresses, and other information generated by Client’s use of the Services, together with information regarding the manner in which Client uses the Services, will not be disclosed by Company except as necessary to carry out the terms and conditions of this Agreement, or (a) to comply with law or comply with legal process served upon Company, (b) to protect and defend Company’s rights or property or those of Company’s customers, Clients, vendors, and third party providers, (c) to protect the personal safety of Company’s Clients or the public, or (d) if in Company’s sole discretion, Company believes that it is necessary to disclose any such information in order to avoid exposure to civil or criminal liability or public ridicule, or to avoid damage to Company’s business or reputation. 

5. MEMBER RESPONSIBILITY

5.1 The Client agrees to adhere to all facility policies and wellness guidelines to ensure health and safety compliance for each therapy. The Client shall conduct themselves in a respectful manner, maintaining awareness of the tranquility of the space for other members. The Client agrees to follow all safety instructions related to services and equipment and to refrain from harassment, disruptive behavior, or misuse of the facility. Any injuries or facility-related concerns must be reported to the staff immediately. The Client shall dress appropriately for therapies, including wearing swimwear for water-based therapies. Failure to comply with these terms may result in suspension or termination of membership at the sole discretion of the Company. 

6. WARRANTIES, INDEMNIFICATION, NON-SOLICITATION  

6.1 Limited Warranty. THE SERVICE IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

6.2 Limitation of Liability.  THE COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF. THE TOTAL LIABILITY OF THE COMPANY FOR ANY CLAIM SHALL NOT EXCEED THE FEES PAID BY THE CLIENT IN THE THREE (3) MONTHS PRECEDING THE CLAIM.  

6.3 Client Indemnification.  Client will defend, indemnify, and hold Company, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees incurred as a result of Client’s violation of its obligations under this Agreement, or the negligent or willful acts of Client, or violation of any third party intellectual property or privacy rights.  

6.4 Company Indemnification.  Company will defend, indemnify, and hold Client, its affiliates, employees, officers, agents, licensors and successors and assigns from all damages and liability including, without limitation, reasonable attorneys’ fees incurred as a result of Company’s violation of its obligations under this Agreement, or the negligent or willful acts of Company, its employees, or agents, or violation of any third party intellectual property or privacy rights.

7. DISPUTE RESOLUTION

1. Equipment and Services. Company reserves the right at any time to remove, discontinue, repair, or replace the equipment available to members without any effect on this agreement. Company s also reserves the right to make changes to the type or quantity of equipment, programs, or services offered to members and to alter the hours of operation in Company’s sole discretion. You acknowledge and agree that the equipment, programs, and services currently available at the facility are subject to change from time to time and are offered on a “first come, first served” basis.

2. Temporary Closures. Company regularly closes its facilities (or portions of its facilities) for maintenance on a temporary basis and also closes on selected holidays. Such temporary closures will have no effect on this agreement so long as they are reasonable.

8. DISPUTE RESOLUTION

8.1 Informal Resolution. In the event of any dispute or disagreement arising from or related to this Agreement, both parties shall make reasonable efforts to resolve the matter amicably through informal negotiation and discussion. Each party shall designate a representative to engage in these discussions.

8.2 Arbitration. If informal resolution does not result in a resolution of the dispute within 31 days of its initiation, the parties agree to submit the dispute to arbitration. Arbitration will be conducted in accordance with the rules and procedures of a recognized arbitration organization, and a neutral arbitrator will be appointed.

8.3 Litigation. If all attempts at informal resolution, mediation, and arbitration prove unsuccessful, both parties may, as a last resort, pursue legal action through the appropriate courts. This clause does not prevent either party from seeking equitable relief from a court for urgent matters.

8.4 Attorney’s Fees. In any dispute arising out of or related to this Agreement, whether resolved informally, through mediation, arbitration, or litigation, the prevailing party shall be entitled to recover reasonable attorney’s fees and all costs associated with the dispute resolution process from the non-prevailing party. This includes fees and costs incurred during negotiations, any mediation sessions, arbitration proceedings, trial, and on any appeal. The term “prevailing party” for the purpose of this provision is defined as the party who is awarded substantial and material relief on the merits of its claim, whether by settlement, judgment, or otherwise.

8. GENERAL PROVISIONS

9.1 Notice.   Any notice required or permitted to be given hereunder shall be in writing and will be effective (i) three (3) business days after deposit in the U.S. Mail, certified, return receipt requested, postage prepaid, or (ii) one (1) business day after deposit with a reputable express next day courier providing written receipt of delivery and addressed to the Parties at their respective addresses as first written in this Agreement.

9.2 Entire Agreement.  This Agreement and the attached Exhibit(s) constitute the entire agreement between Company and Client with respect to the subject matter hereof.  No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by both Parties to this Agreement. Additional Medical Information and Liability Waiver may be required before using the facility.

9.3 Governing Law; Venue.  This Agreement will be governed and construed under the laws of the State of Arizona, without regard to conflict of laws provisions or the United Nations Convention on the International Sale of Goods.  The Parties irrevocably consent to the exclusive jurisdiction of the state and federal courts located in the State of Arizona located in Maricopa County. 

9.4 Waiver/Severability.   The waiver or failure of either party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.  If any provision of this Agreement is determined to be invalid or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

9.5 Force Majeure.   Except for the payment of fees by Client, if the performance of any part of this Agreement is prevented, hindered, delayed, or otherwise made impracticable by reason of any cause or event not within the reasonable control of such party and without its fault or negligence, that party shall be excused from such to the extent that it is prevented, hindered, or delayed by such causes.  

9.6 Assignment and Transfer.  Client may not assign, without the prior written consent of Company, its rights, duties, or obligations under this Agreement to any person or entity, in whole or in part.

9.7 Counterparts; Electronic Transmission.   This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one and the same instrument.  A facsimile or other reproduction of this Agreement may be executed by one or more parties hereto, and an executed copy of this Agreement may be delivered by one or more parties hereto by facsimile or similar electronic transmission device pursuant to which the signature of or on behalf of such party can be seen, and such execution and delivery shall be considered valid, binding, and effective for all purposes.  At the request of any party hereto, all parties hereto agree to execute an original of this Agreement as well as any facsimile or other reproduction hereof.