MEMBERSHIP AGREEMENT

12 MONTH INITIAL PERIOD

TERMS AND CONDITIONS

Thank you for joining Chelsea Piers Fitness. We greatly appreciate your membership and our focus is to make sure you always have a great experience at our clubs. This is your membership agreement. Should you ever have any questions please do not hesitate to contact anyone on our membership, hospitality or management teams. In this agreement you, the member, are referred to as “you” or “your” and the applicable Chelsea Piers Fitness club or clubs where you have privileges are referred to as “we”, “us” or “our”. If “All Access” is indicated in the “Member Bundle” field above, then this agreement entitles you to privileges at each of our clubs during the term of this agreement.

PAYMENT BY ELECTRONIC FUNDS TRANSFER (EFT)

You hereby authorize us to use Electronic Funds Transfer (“EFT”) privileges administered by third parties to debit or charge amounts you owe us from your checking account or savings account or to your credit card account or debit card account as listed below. You will maintain full control over your accounts at all times and we will not be able to see any information about your accounts. Our EFT privileges only extend to amounts you owe us under this agreement. We will set up the EFT transfers so that they occur automatically once every month on or about the first day of the month unless we notify you otherwise. If your account or card information changes, you will still be responsible for the amounts you owe us under this agreement. We do not use credit agreements or promissory notes as a method of payment for amounts you owe us.

THIS NOTICE PROVIDES IMPORTANT INFORMATION ABOUT YOUR PAYMENT OPTIONS

You may make payments on an installment basis or in a single payment. Paying the full amount may be less expensive, but may involve financial risks to you. Read this notice carefully before making a decision. New York State law requires certain health clubs to post a bond or other financial security to protect members in the event the club closes. Our clubs are exempt from this requirement since we give members the option of paying on an installment basis, therefore we need not post a bond or other form of financial security. In deciding whether to make your payments on an installment basis, you should be aware that if your club(s) close(s), although the club(s) will remain legally liable for a refund, you may risk losing your money if the club(s) is/are unable to meet its/their financial obligations to members.

You understand that your membership is for an initial term of twelve (12) months at the monthly rate listed above, and that at the end of the first twelve months, and until this agreement is cancelled, your membership will continue on a month-to-month basis.

On the anniversary of the first day of the month for which your membership is effective, we will adjust your monthly membership rate to the prevailing rate for your membership type (the 12-month period beginning on the first day of the month for which your membership is effective is referred to as the “initial 12-month term” of this agreement). We will give you approximately twenty (20) days prior notice of your adjusted monthly membership rate (but no more than thirty days or less than five business days prior notice). During the initial twelve (12) month term, you may elect to pay the monthly charge in monthly installments. However, regardless of whether you choose the installment option, you will remain fully responsible for paying the total amount due, which is the sum of twelve (12) times the monthly rate specified above, unless you cancel this Agreement in accordance with the cancellation provisions outlined below.

When you become a member, you authorize us to collect an amount equal to two months of dues via EFT transfer or credit card, covering your first and last month’s charges. If your membership begins on a day other than the first of the month, your first month’s dues will be prorated accordingly. Thereafter, monthly dues will be charged on or about the first day of each subsequent month.

1. CANCELING THE MEMBERSHIP AGREEMENT

1A. Consumers right to cancellation. You may cancel this agreement without penalty or further obligation within seven (7) days from this date. You may also cancel this agreement at any time after the initial seven day period subject, if applicable, to the cancellation fee described below. You may give us notice of cancellation by any of the means described below. To ensure the security of your account, you agree to complete and submit a completed cancellation form to cancel this agreement, and you agree that for all purposes the date and time of our receipt of your completed cancellation form (and, in the case of cancellation under Section 1C, any additional required documentation) will be the date of your notice of cancellation and the date on which your cancellation is effective. You can complete and submit a cancellation form by any of the following means:

(a) By completing and submitting a cancellation form on the free Chelsea Piers Fitness app.

(b) By completing and submitting a cancellation form through our website at https://www.chelseapiers.com/fitness/my-account.

(c) In person: Go to your home club, and our member services team will help you complete and submit a cancellation form.

(d) By phone: Call Chelsea Piers Fitness at (212) 336-6090, and we will email you a cancellation form to complete and submit.

(e) By email: Send an email to membersupport@chelseapiers.com. We will email you a cancellation form to complete and submit.

(f) By Mail to: Chelsea Piers Fitness, 60 Chelsea Piers, Second Floor, New York, NY, 10011, Attention: Member Services. We will send you a cancellation form via email or United States mail for you to complete and submit.

In order to be complete, your cancellation form must include your full name, membership ID number, and contact information (email, phone, address).

1B. CANCELLATION PROCESS AND CANCELLATION FEES

(a) If you cancel after the initial 12-month period and your cancellation is effective within the first three days of a month, we will refund your dues for the month in which cancellation is effective. If your cancellation is effective after the first three days of a month, then we will retain your dues for the month of cancellation as a cancellation fee, and your cancellation becomes effective on the last day of the month. You may continue to use the club during this time period. After the effective date of your cancellation, we will refund to you the last month’s dues collected upon inception of this agreement.

(b) If you cancel during the initial 12-month period and your cancellation is effective within the first three days of a month, we will refund your dues for the month in which cancellation is effective. If your cancellation is effective after the first three days of a month, then we will retain your dues for the month of cancellation, and you may elect to have your cancellation become effective on the last day of the month (and if you do not so elect, then we will retain your dues for the balance of the month as a cancellation fee). We will retain your last month’s dues collected upon inception of this agreement and you will be charged an amount equal to one additional month of dues as a cancellation fee.

1C. ADDITIONAL RIGHTS TO CANCEL. You may also cancel this agreement without any cancellation fee for any of the following reasons: (1) If upon a doctor’s order, you cannot physically receive the services because of significant physical disability for a period in excess of three (3) months, (2) If you die, your estate shall be relieved of any further obligation of payment under this agreement not then due and owing, (3) If you move your residence more than twenty-five (25) miles from any health club operated by Chelsea Piers Fitness, (4) If the services are no longer available or substantially available as provided in this agreement because of our permanent discontinuance of operation or substantial change in operation. Your completed cancellation form must be accompanied by the following applicable evidence (1) a doctor’s note of significant physical disability, (2) a death certificate, or (3) proof of residence/change of residence. In the case of a doctor’s note or proof of residence change, the relevant documentation must be received within one week after you submit your completed cancellation form.

1D. TERMS OF REFUNDS UPON CANCELLATION. If you cancel pursuant to Section 1A, we will refund all monies you have paid us. If you cancel pursuant to Section 1B, the refund (if any) that we will pay you is described in the applicable provision of Section 1B. If you cancel pursuant to Section 1C, we will refund to you any dues corresponding to the period of your membership after the effective date of your cancellation. Any refund that we owe you will be paid within ten (10) business days after the effective date of your cancellation. We may deduct from any refund that is due to you any unpaid amounts you owe us for goods or services provided to you as of the effective date of your cancellation (and we may charge your checking or savings or credit card account for any unpaid amounts that exceed the amount of any refund). If you received any free months as an inducement to enter into this agreement as a result of referring new members or for any other reason (sometimes referred to as “promotional months”), such free/promotional months will not be considered in computing the amount of any refund.

2. Important notice for health club members. New York State law requires certain health clubs to have a bond or other form of financial security to protect members in the event the club closes. We have posted the financial security required by law. You may ask a representative of the club for proof of the club's compliance with this law. You may also obtain the information from the New York State Department of State, Division of Licensing Services, 162 Washington Avenue, Albany, New York, 12231.

3. Corporate memberships. Memberships that are paid for by a corporate employer are subject to termination at any time by the employer.

4. Initiation fee. To cover the expenses incurred in administering this agreement and its cancellation, the Initiation Fee is a one-time, non-refundable fee (except for cancellation pursuant to Section 1A, “Consumers Right to Cancellation”). If there is a lapse in membership, you will be obligated to pay the then-prevailing initiation fee prior to entering into a new membership agreement.

5. Monthly charges. We generally adjust monthly rates in January, and maintain the monthly rate for the full calendar year. However we reserve the right to adjust rates at any time upon approximately twenty (20) days prior notice (in any event no more than thirty days and no less than five days prior notice). The monthly charge is not based on or related to actual usage of our clubs and you are responsible for the payment of your monthly charges in advance each month in full regardless of whether you use our clubs.

6. Other charges. In addition to the monthly charges, additional charges may include fees for goods or services you order or request, such as personal training, spa and/or fitness training sessions, retail apparel and other similar items, and food and beverage items.

7. Membership freeze policy. This section describes how you may freeze your membership. You may freeze your membership for medical reasons for up to six months at any one time. During the period of a medical freeze, your monthly charge will be reduced to zero. Medical freezes require a letter from a physician. You may also freeze your membership for non-medical reasons at any time for a minimum period of one (1) month and a maximum of three (3) months in any calendar year. For non-medical freezes, your monthly charge will be reduced to our then-applicable monthly freeze charge (plus tax) during the period of the freeze. All freezes start at the beginning of the month after the month in which you request the freeze. For both medical and non-medical freezes, you must notify our membership office using our Online Freeze Request Form or in writing (in the case of a medical freeze, together with your physician’s letter) at least three (3) business days in advance of the start of the month. When a freeze option is available on the Chelsea Piers Fitness App, you will need to submit freeze requests of all kinds through the App. Months during a freeze that occur within the first 12 months of a membership do not qualify as paid months. As such, the initial 12-month period will be extended by the number of months your membership is on freeze.

8. Dishonored check, draft or credit card decline. We may suspend or cancel your membership if your account is in arrears. You agree to pay all costs we incur to enforce collection of unpaid amounts including but not limited to attorneys’ fees and administrative costs. If any check or EFT transfer is not honored, we will assess a service charge and suspend your membership until your balance is paid in full.

9. Transfers of membership. Your membership may not be transferred.

10. Age restrictions. The minimum age for membership is eighteen (18), unless parental permission and our consent is given and approved by us at our sole discretion.

11. Discounted Memberships. If you are eligible for a discounted membership because you live in a building where one of our clubs is located, because your employer has a partnership with us that provides you a discount, or because you participate in a similar discount program, your right to the discount ends when that eligibility ends, and you agree to notify us in advance of that date. You may continue your membership on a non-discounted basis, on terms that will depend on the particular circumstances. Please speak with member services as far in advance as possible to understand the terms on which your membership can continue.

12. Medical condition. Whenever you or any minor children for whom you are responsible use one of our clubs, you will be deemed to represent that you and such children are in good health with no disability, impairment or ailment preventing you or such children from engaging in any activity, and that you and such children have no health condition or communicable disease that would make the use of our clubs injurious or dangerous to other users. If you become ill or for any reason we determine that you have become unable to care for yourself during a visit to one of our clubs, you must accept emergency transport to a clinical provider or you must depart the club and be responsible for not accepting emergency transport.

13. Activity risk: You acknowledge and accept that participation in athletic activities and the use of our clubs involves inherent risks. You (for yourself and any minor children for whom you are responsible and who use our clubs) assume all risks associated with athletic activities and the use of our clubs, including, but not limited to known and unknown risks (a) of all manner of personal injury and fatality, including, but not limited to, risks of bodily injury, personal injury, paralysis, emotional distress, property damage and/or death occurring to you or such children in the course of the use of our clubs; (b) of injuries resulting from the actions or omission of others; and/or (c) arising from your failure to ask for information or assistance. To the fullest extent permitted by law, you waive any claims against us for bodily injury, personal injury, paralysis, emotional distress, property damage and/or death occurring to you or such children in the course of the use of our clubs. You further acknowledge that the above list is not inclusive of all possible risks associated with the use of our clubs. If you see or hear anything that is questionable or dangerous, you will inform one of our employees.

14. Right to cancel membership. At our discretion, we may cancel this agreement at any time and for any reason, including if, in our judgment, you or any minor children for whom you are responsible have acted in a manner contrary to the best interests or safety of our members or employees or violate the terms of this agreement. We also reserve the right to require you and any minor children for whom you are responsible to leave our clubs for the day if, in our judgment, you or such children pose a health or safety risk or are disturbing, or appear likely to disturb, other members or our employees.

15. Conversion/Change of Classification/Change of Home Club policy. Subject to availability, you may change your membership classification from “All Access” to “Single Club” or vice versa, provided that you may only change your membership classification once in any twelve-month period of your membership (please contact a member services team member for details on membership classification change terms). Any previous initiation fee payment will be applied toward the upgraded membership initiation fee if applicable. You may change your home club at any time by completing the form available on our website and speaking with one of our member services team members.

16. Photo release. You grant us the right to use your photographic likeness (and that of any minor children for whom you are responsible and who use our clubs) for promotional purposes, including, without limitation, for online usage and marketing materials.

17. Days of operation. Our clubs will be closed on Christmas Day. On federal holidays, our clubs may have more limited operating hours than our regular schedule. Our hours of operation are subject to change. Our regular hours of operation and our holiday hours of operation will be posted on our website. From time to time, a part or the entirety of the facilities of one or more of our clubs may be temporarily unavailable during inclement weather; as a result of casualty such as fire or flood; while repairs, renovations or special events take place; or until governmental permits or licenses are received.

18. Rules and regulations. You agree to abide (and to cause any minor children for whom you are responsible and who use our clubs to abide) with this agreement and with our Member Rules and Regulations as in effect from time to time. Some of the current Member Rules and Regulations that members inquire about most frequently are attached to this agreement. The complete definitive set of our Member Rules and Regulations is found on our website, so please refer to the Member Rules and Regulations on the website. We may update and revise our Member Rules and Regulations at any time by posting updates or revisions in our clubs and on our website. The version of our Member Rules and Regulations that is posted on our website at any given time will constitute our Member Rules and Regulations as of such time for all purposes of this agreement. Our Member Rules and Regulations as posted on our website from time to time are hereby incorporated into and form a part of this agreement.

19. Notice. Except as otherwise required by this agreement or by law, if we are required to provide "notice" and/or "written notice" to you, we may do so by mail and/or email notification to your address/email address set forth at the top of this agreement. If your email or street address changes, please contact a member services team member.

20. Dispute resolution and governing law. Any claim, dispute or controversy, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory (“Claim”), by you (including any minor children for whom you are responsible and who use our clubs) or us against the other, arising from or relating in any way to (i) this agreement, or (ii) your use of our clubs or the use of our clubs by any minor children for whom you are responsible, shall be resolved exclusively and finally by binding arbitration under the Consumer Arbitration Rules of the American Arbitration Association (“AAA”) in effect on the date a demand for arbitration is made; provided that any Claim required to be filed in a court by state or federal law shall be outside the scope of this arbitration provision. A copy of the AAA rules may be obtained from the AAA website at www.adr.org or by contacting us by email or U.S. mail. Judgment upon any arbitration award may be entered in any court of competent jurisdiction. All Claims required to be filed in court shall be filed solely in the State of New York and in the County of your home club. AAA arbitration fees will initially be paid by the party filing the arbitration. If you commence an action or arbitration against us and you do not prevail, you will be liable to us for all costs and expenses incurred in connection with the action or arbitration, including reasonable attorneys’ fees. TO THE EXTENT PERMITTED BY LAW, IN ANY LITIGATION ARISING OUT OF THIS AGREEMENT, YOU AND WE HEREBY WAIVE THE RIGHT TO TRIAL BY JURY. The laws of the State of New York shall govern this agreement without regard to the conflict of law provisions thereof. EACH PARTY WAIVES THE RIGHT TO LITIGATE IN COURT OR ARBITRATE ANY CLAIM OR DISPUTE AS A CLASS ACTION, EITHER AS A MEMBER OF A CLASS OR AS A REPRESENTATIVE, OR TO ACT AS A PRIVATE ATTORNEY GENERAL AND AGREES THAT ANY CLAIM OR DISPUTE WILL NOT BE CONSOLIDATED WITH ANY OTHER PROCEEDINGS.

21. Loss of property. To the extent permitted by law, you agree that we will not be liable for the disappearance, loss or theft of or damage to personal property, including money, negotiable securities and jewelry, that occurs during your use of our clubs (or the use of our clubs by any minor children for whom you are responsible), including bike racks and parking. If, notwithstanding such agreement, liability for such loss, theft or damage is imposed on us, then you agree that in no event shall our liability for disappearance, loss or theft of or damage to any item of personal property exceed the lesser of the actual value of such item or $100.

22. Severability; survival. If any portion of this agreement is found to be void or unenforceable, the remaining portion shall remain in full force and effect. The terms of this agreement will survive the termination of this agreement and the completion of your membership.

23. Integration; amendment. This agreement (including our Member Rules and Regulations as incorporated herein by reference) contains our full agreement with you regarding your membership and your use of our clubs and that of any minor children for whom you are responsible. All prior or contemporaneous discussions or agreements are merged herein. Our employees are not authorized to vary or amend the terms of this agreement. We may amend this agreement by giving you thirty (30) days’ (or for rate changes such other period as is provided herein) prior notice of the amendment.

24. Independently owned. Chelsea Piers Fitness clubs are independently owned and operated by CPFC OpCo LLC, Chelsea Piers L.P., or Chelsea Piers Connecticut LLC. One of the benefits of an All Access membership is that you can use any one of our Chelsea Piers Fitness locations. Your home club handles your membership benefits and billing. This agreement is between you and your home club (and CPFC OpCo LLC if your home club is located at Chelsea Piers L.P. or Chelsea Piers Connecticut).

25. Definitions. The term “CP”, “Chelsea Piers”, “Chelsea Piers Fitness”, “Chelsea Piers Fitness New York”, “Chelsea Piers Fitness Brooklyn”, “CPCT” and/or “Seller” shall mean your “home club”, either “Chelsea Piers L.P.” (NY), “Chelsea Piers Connecticut LLC” and/or “CPFC OPCO LLC”, and shall include their respective subsidiaries, divisions, and affiliates, and in the case of Sections 13, 20 and 22-25, the respective officers, directors, shareholders, agents, employees, representatives, third party vendors, successors and assigns of each such person or entity. The term “member” or “you” shall mean the person signing this agreement, both individually and as parent and/or legal guardian of any child who participates in and/or to whom Activities & Facilities are provided. Depending on the club, the term “Activities & Facilities” shall mean and may include but not be limited to Aerobics, Yoga, Pilates, Cycle, Basketball, Rockwall, Volleyball, Spa, Pool, CP Fitness, and Events together with the respective equipment, locker rooms, showers, pool, whirlpool, sauna, steam room, parking area, or sidewalks, and Members’ participation in any activity, coaching, class, personal training, competition, program, training or instruction, and such other activities and services now or in the future made available.