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MEMBERSHIP AGREEMENT & RELEASE OF LIABILITY
THIS MEMBERSHIP AGREEMENT (this “Agreement”) is entered into between
Premier Upgrade Investments, LLC, located at 8941 Metcalf , Overland Park, Kansas
66212 (“Upgrade”), and (“you,” “your,”
or “Member”) as of the Effective Date (as defined below).
1. Enrollment Fee; Membership. This Agreement governs the purchase and sale
of your membership and services at the facilities owned and operated by Upgrade. If you
are a new Member, you agree to pay an enrollment fee applicable to the membership
type of your choice. You understand and agree that the enrollment fee is a one-time,
non-refundable fee if your membership remains active and current without any
membership interruptions, unless otherwise provided herein. Upgrade expressly reserves
the right to add, eliminate, modify, and/or reschedule any and all group classes and
equipment at Upgrade facilities. By entering into this Agreement, you agree, on behalf of
yourself, your Additional Members (as defined in Schedule 1), and your guest(s), that
your (and their) access and use of Upgrade’s facilities shall be subject to all rules and
regulations of Upgrade, whether posted or un-posted, which Upgrade may change from time
to time and at any time. Upgrade reserves the right to add, eliminate, and/or relocate any
and all Upgrade locations, subject to applicable law. You understand and agree that your
membership with Upgrade does not give you any voting, proprietary, or any other rights in
Upgrade as a result of this Agreement.
2. Types of Membership. You agree to purchase the membership type selected
below by denoting an “X” next to your selected membership type. The benefits of each
membership type are contained in Upgrade Document ID Number 200-018, the receipt of
which you hereby acknowledge, and such document being incorporated herein by
reference. By selecting the membership type selected below, you agree to the terms
specific to that membership type as set forth on Schedule 1 attached hereto and
incorporated herein by reference.
Upgrade Unlimited
Upgrade Basic
Upgrade Package
3. Payment Method. You shall make membership payments (or any required
payments to place a hold on your membership) at the interval(s) and in the amounts
specified in the terms relating to your selected membership type as set forth in Schedule
1, via one of the following automatic payment methods: (i) credit card; (ii) debit card,
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Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
your membership with Upgrade will be immediately suspended until you update your
payment information and your applicable membership dues are paid in full. You
expressly authorize Upgrade to attempt to collect payment via automatic debited payment
to resolve any unpaid and outstanding balance.
4. Auto-Debit. You may elect to pay membership payments via credit card or debit
card on file with Upgrade by adding a credit card or debit card to your online Upgrade
account. By placing a credit card or debit card on file with Upgrade, you and the
cardholder or account holder authorize Upgrade to charge the credit card or debit card for
any auto-debit payments and/or cancellation fees (if any) in an amount equal to the
monthly or weekly payments on the date such monthly or weekly payments become due.
By choosing to pay membership payments via automatic checking account draft, you
authorize Upgrade, and irrevocably instruct the bank or financial institution at which such
account is held, to deduct from your checking account monthly or weekly payments to
Upgrade an amount equal to the monthly or weekly payments on the date such monthly or
weekly payments become due.
Upgrade shall not be held responsible for errors in
processing due to expired or inaccurate payment information provided to Upgrade by you.
5. Member’s Right to Cancel/Terminate. You may cancel this Agreement at any time
without a cancellation fee. To cancel your membership, you must provide Upgrade written
notice via electronic mail, or a letter mailed first-class of your intent to cancel no less
than ten (10) business days prior to the due date of your next membership payment.
Failure to provide timely notice within such period will result in a charge for the full
amount of your next membership payment with the cancellation to take affect the
subsequent week / month. If, at the time of receipt of your cancellation notice, you owe
membership payments to Upgrade, these payments must be made in full for this
Agreement to terminate. In the event that you fail to pay outstanding amounts owed,
your membership will be considered suspended, this Agreement will not be terminated,
and Upgrade will have the right to pursue additional remedies or means to collect monies
owed. Termination or cancellation of your membership under this Agreement shall also
terminate and cancel the membership of your Additional Members.
This Agreement will immediately terminate if you die or become permanently
disabled and unable to use a substantial portion of the services offered by Upgrade
hereunder for a period of sixty (60) or more consecutive days. Upgrade must receive
notice of your death or disability. Upon Upgrade’s receipt of such notice, Upgrade will
reimburse funds paid or accepted during the period of disability or the period between
your death and Upgrade’s receipt of notice thereof, if required by applicable law. You, or
your estate, shall be relieved from obligation of making payment for services other than
those received or obligated prior to the death or onset of the disability; provided,
however, that, in the case of disability, you must provide a doctor’s note regarding the
nature and extent of your claimed disability. You may also terminate this Agreement if
you move further than twenty-five (25) miles from the location of Upgrade; provided,
however, that you must provide Upgrade proof of new residence to terminate.
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Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
6. Member’s Statutory Right to Cancel. If you wish to cancel this Agreement, you
may cancel by delivering written notice to Upgrade by certified mail, return receipt
requested. The notice must say that you do not wish to be bound by this Agreement and
must be delivered or mailed before midnight of the third (3 rd ) business day after you sign
this Agreement. The notice must be delivered or mailed to the Upgrade’s address set
forth herein. In the event you cancel this Agreement pursuant to this Section 6, Upgrade
will reimburse you all funds paid to Upgrade as of the date of such cancel.
7. RELEASE OF LIABILITY; INDEMNIFICATION. IN CONSIDERATION OF YOUR USE
OF THE EXERCISE EQUIPMENT AND FACILITIES PROVIDED BY UPGRADE, YOU
EXPRESSLY AGREE, WITH THE INTENT TO BE LEGALLY BOUND, ON BEHALF OF
YOURSELF, YOUR HEIRS, EXECUTORS, ADMINISTRATORS, SUCCESSORS AND
ASSIGNS, THAT UPGRADE AND ALL OF UPGRADE’S CURRENT AND FORMER AGENTS,
SHAREHOLDERS, MEMBERS, MANAGERS, DIRECTORS, OFFICERS, ASSOCIATES,
EMPLOYEES, CONTRACTORS, REPRESENTATIVES, PARENT ORGANIZATIONS,
SUBSIDIARIES, AFFILIATES, INSURERS AND ALL OF THEIR HEIRS, EXECUTORS,
SUCCESSORS AND ASSIGNS (HEREINAFTER THE AFOREMENTIONED ENTITIES AND
PERSONS ARE COLLECTIVELY REFERRED TO AS “RELEASEES”), SHALL NOT BE
LIABLE FOR ANY DAMAGES ARISING FROM PERSONAL INJURIES (INCLUDING DEATH)
SUSTAINED BY YOU, YOUR ADDITIONAL MEMBERS, OR YOUR GUEST(S) IN, ON, OR
ABOUT THE PREMISES OF UPGRADE, OR AS A RESULT OF THE USE OF THE EQUIPMENT
OR FACILITIES, REGARDLESS OF WHETHER SUCH INJURIES RESULT, IN WHOLE OR IN
PART, DIRECTLY OR INDIRECTLY, FROM THE NEGLIGENCE OR FAULT OF UPGRADE OR
ANY RELEASEE.
BY EXECUTING THIS AGREEMENT CONTAINING THIS LIABILITY WAIVER &
RELEASE OF LIABILITY, YOU ACCEPT AND ASSUME FULL RESPONSIBILITY FOR ANY
AND ALL INJURIES, DAMAGES (BOTH ECONOMIC AND NON-ECONOMIC), AND LOSSES
OF ANY KIND, WHICH MAY OCCUR TO YOU, YOUR ADDITIONAL MEMBERS, OR YOUR
GUEST(S), AND YOU HEREBY FULLY AND FOREVER RELEASE AND DISCHARGE
RELEASEES FROM ANY AND ALL CLAIMS, DEMANDS, DAMAGES, RIGHTS OF ACTION,
CAUSES OF ACTION, PRESENT OR FUTURE, KNOWN OR UNKNOWN, ANTICIPATED OR
UNANTICIPATED, RESULTING FROM OR ARISING OUT OF THE USE OF SAID
EQUIPMENT AND FACILITIES, OR RESULTING FROM OR ARISING OUT OF THE
NEGLIGENCE OR FAULT OF UPGRADE OR ANY RELEASEE.
YOU HEREBY AGREE TO INDEMNIFY AND HOLD UPGRADE AND RELEASEES
HARMLESS AGAINST ANY AND ALL CLAIMS, DEMANDS, DAMAGES, RIGHTS OF ACTION,
AND CAUSES OF ACTION, BROUGHT BY ANY PERSON OR ENTITY, WHICH MAY ARISE
FROM INJURIES OR DAMAGES SUSTAINED BY YOU, YOUR ADDITIONAL MEMBERS, OR
YOUR GUEST(S), INCLUDING ANY SUCH INJURIES OR DAMAGES RESULTING FROM
THE NEGLIGENCE OR FAULT OF UPGRADE OR ANY RELEASEE.
YOU AGREE TO BE SOLELY RESPONSIBLE FOR THE SAFETY AND WELL-BEING
OF YOURSELF, YOUR ADDITIONAL MEMBERS, AND YOUR GUEST(S). YOU
UNDERSTAND AND ACKNOWLEDGE THAT UPGRADE DOES NOT PROVIDE SUPERVISION,
INSTRUCTION, OR ASSISTANCE IN CONNECTION WITH THE USE OF ITS FACILITIES
AND EQUIPMENT.
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Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
YOU AGREE TO COMPLY WITH ALL RULES IMPOSED BY UPGRADE REGARDING
THE USE OF THE FACILITIES AND EQUIPMENT. YOU AGREE TO CONDUCT YOURSELF
IN A CONTROLLED AND REASONABLE MANNER AT ALL TIMES, AND TO REFRAIN FROM
USING ANY EQUIPMENT IN A MANNER INCONSISTENT WITH ITS INTENDED DESIGN,
PURPOSE AND USE.
YOU ACKNOWLEDGE THAT THE USE OF UPGRADE’S FACILITIES AND EQUIPMENT
INVOLVES AN INHERENT RISK OF PERSONAL INJURY TO YOU, YOUR ADDITIONAL
MEMBERS, AND YOUR GUEST(S). YOU VOLUNTARILY AGREE TO ASSUME ALL RISKS
OF PERSONAL INJURY TO ME AND MY GUEST(S) ARISING OUT OF THE USE OF THE
COMPANY’S FACILITIES AND EQUIPMENT.
YOU UNDERSTAND AND AGREE THAT THE COMPANY IS NOT RESPONSIBLE
FOR PROPERTY THAT IS LOST, STOLEN, OR DAMAGED WHILE IN, ON, OR ABOUT THE
COMPANY’S PREMISES.
YOU HAVE CAREFULLY READ THE FOREGOING LIABILITY WAIVER & RELEASE
OF LIABILITY AND FULLY UNDERSTAND ITS TERMS. YOU HAVE VOLUNTARILY
EXECUTED THIS AGREEMENT WITH FULL KNOWLEDGE AND UNDERSTANDING OF ITS
CONTENT.
8. Media Consent, Release and Waiver. You hereby grant your full consent and
permission to Upgrade and its parent organizations, affiliates, and subsidiaries, and all of
their employees and agents, to photograph, videotape, or otherwise digitally record and
use images and/or sound recordings of yourself and your Additional Members or guests
(herein “Materials”) to use in any public media, including without limitation, radio,
television, website, social media, print, or in any publications, productions, or posts of
Upgrade or its parent organizations, affiliates, and subsidiaries. You further grant my full
consent and permission to Upgrade to post Materials created or posted on social media by
you, your Additional Members, or your guest(s) on Upgrade’s website, YouTube
account/page, Instagram account/page, Facebook account/page, Twitter account/page
and any other social media account/page used by or in connection with Upgrade. You
understand that the intended use of Materials is solely for purposes of advertising,
marketing, fundraising and/or the promotional and public awareness purposes of Upgrade,
its parent organizations, affiliates, and subsidiaries. You hereby waive any rights or
interest in the Materials contemplated in this Website and Social Media Release.
You hereby release and forever discharge Upgrade and its current and former
agents, shareholders, members, managers, directors, officers, associates, employees,
contractors, parent organizations, subsidiaries, and affiliates from any and all claims,
liability, actions, suits, demands, costs, expenses or indebtedness arising out of or in
connection with the use of Materials by Upgrade or its parent organizations, affiliates, and
subsidiaries, including, without limitation, any claims for invasion of privacy, infringement
of any right of publicity, defamation and any other personal and/or property rights. You
hereby waive all rights and interest in and to the Materials.
You acknowledge and agree that no compensation whatsoever will be due to you
as a result of the use and/or publication of the Materials or the exercise of any of Upgrade’s rights therein. You further acknowledge and agree that Upgrade is in no way
guaranteeing that any Materials depicting or otherwise relating to you will be used in
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Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
released media. To the extent that any benefit accrues or might accrue to Upgrade from
the use of Materials, you hereby and forever waive any interest in or claim to such
benefits.
You fully understand the contents, meaning and impact of this Media Consent,
Waiver and Release. You understand and acknowledge that this consent, waiver, and
release is voluntary, and your execution of this document is an act of your own free will.
You acknowledge and agree that you have been informed that you may revoke the
consent at any time, except when action has been taken in reliance of this Media
Consent, Release and Waiver, and understand that you have the right to notify Upgrade of
such revocation.
9. COVID-19 WARNING. Under Missouri law, any individual entering the premises or
engaging the services of Upgrade waives all civil liability against Upgrade for any damages based
on inherent risks associated with an exposure or potential exposure to COVID-19, except for
recklessness or willful misconduct.
10. Miscellaneous.
a. Upgrade Rules; Damages. You agree to abide by all rules and regulations,
posted or un-posted, of Upgrade at all times. Members who do not observe Upgrade’s rules
and regulations or who abuse or misuse equipment in any fashion will be asked to leave.
Upgrade has the right to judge behavior and respond accordingly in its sole and absolute
discretion. This right includes, but is not limited to, termination of membership without
refund to any member engaging in unacceptable behavior. You shall pay for any
damages to Upgrade property which results from your willful or negligent conduct, or the
willful or negligent conduct of any of your guests or Additional Member(s), or your
child(ren). Not all rules and regulations are listed in this Agreement. Upgrade reserves the
right to add, change, or remove rules and regulations, conditions of membership,
opening and closing hours, and all services and facilities offered by Upgrade from time to
time and at any time in its sole and absolute discretion.
b. Assignment. Upgrade may assign its interest(s) in this Agreement without
your consent: provided, however, that any subsequent holder of this Agreement is
subject to all claims and defenses you could assert against Upgrade. You understand and
agree that you have no right to assign or otherwise transfer any of your rights under or
interest in this Agreement except as otherwise expressly provided herein.
c. Governing Law. This Agreement shall be governed by the internal laws of
the State of Kansas, without regard to its choice of law provisions.
d. Severability. In the event any one or more of the provisions of this
Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any
respect, such invalidity, illegality, or unenforceability shall not affect any other provision
of this Agreement, but this Agreement shall be construed as if such invalid, illegal, or
unenforceable provision had never been contained herein.
e. Integration; Modification. This Agreement may not be changed,
amended, or modified except by agreement in writing signed by both you and Upgrade.
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Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
f. Cumulative Rights. If more than one person or entity executes this
Agreement as Member, all of said parties shall be jointly and severally liable for payment
of the membership fees and other sums that may become due and owing hereunder.
g. Notices. Unless you notify Upgrade in writing of any change in your
address or email address, any notices Upgrade sends to you are sufficient if sent to your
address or email address shown on this Agreement. You must notify Upgrade within 30
days of any change in your address, email address, or payment information.
11. Effective Date. This Agreement shall become effective on the date that you sign
this Agreement (the “Effective Date”). Upgrade agrees to provide you an executed copy of
this Agreement upon request during normal business hours; provided, however, that
nothing in this Section X obligates Upgrade to provide you an original executed copy of
this Agreement unless otherwise required by applicable law.
PLEASE REVIEW THIS AGREEMENT CAREFULLY. THIS AGREEMENT FORMS A
LEGALLY BINDING AGREEMENT AND CONTAINS A RELEASE, DISCLAIMER, AND
LIMITATION OF LIABILITY. BY SIGNING THIS AGREEMENT, YOU AGREE TO BE
LEGALLY BOUND BY THE TERMS OF THIS AGREEMENT.
IN WITNESS WHEREOF, Member and Upgrade have executed this Agreement
intending to be legally bound as of the Effective Date.
Upgrade Group Training Membership Agreement: Version 1.0
Identification Number: 200-019
SCHEDULE 1
Membership Types
Upgrade Unlimited: You agree to pay to Upgrade a $100.00 enrollment fee to obtain an Unlimited Membership with Upgrade.
You agree to pay $34.50 to Upgrade on the Effective Date on the same day of each week thereafter (the “Unlimited
Membership Fee”) until this Agreement terminates as provided herein. You agree that this Agreement shall become
effective on the Effective Date and continue in effect until unless terminated in accordance with the terms of this Agreement. While this Agreement is in effect, you have the
right to place a hold on your membership for up to one (1) week out of every month, during which time you will not be obligated to pay
the Unlimited Membership Fee, except as otherwise provided herein. The Unlimited Membership gives you the right to add
additional individuals to your membership (“Additional Members”) at the following rates, which shall be paid in addition
The UGT Membership gives you the right to add Additional
Members to your membership for $29.50 per week per Additional Member, which shall be paid in addition to the UGT
Monthly Membership Fee.
Weekly UGT Membership: You agree to pay $34.50 to
Upgrade on the Effective Date and on the same day of each week thereafter (the “Weekly UGT Membership Fee”) until
this Agreement terminates as provided herein.
Special Rate Membership: The Special Rate Membership is available only to healthcare professionals, first
responders, students, and active-duty military personnel. By selecting the Special Rate Membership, you represent
and warrant to Upgrade that you are a healthcare professional, first responder, or active-duty military personnel as of
the Effective Date. No enrollment fee applies to the Special Rate Membership. You agree to pay the decided amount on
the Effective Date and on the same day of each week thereafter (the “Special Rate Membership Fee”) until this
Agreement terminates as provided herein. While this Agreement is in effect, you have the right to place a hold on your
Special Rate Membership at no cost for up to one (1) week out of every month, during which time you will not be
obligated to pay the Special Rate Membership Fee.
NOTICE
ANY HOLDER OF THIS CONTRACT OR NOTE IS SUBJECT TO ALL CLAIMS AND DEFENSES WHICH THE DEBTOR
COULD ASSERT AGAINST THE SELLER OF GOODS OR SERVICES OBTAINED WITH THE PROCEEDS HEREOF.
RECOVERY HEREUNDER BY THE DEBTOR SHALL NOT EXCEED AMOUNTS PAID BY THE DEBTOR HEREUNDER.