Membership Agreement.

This Membership Agreement (the “Agreement") is entered into between [Member Name] (the

“Member”) and Made by Solace/SolaceHoldings LLC (the "Studio") on [Date] and applies to

memberships, including without limitation, packages purchased thereunder, for fitness classes,

private training, open gym, workshops, use of equipment, and any other related activities

(collectively, the "Activities") and/or red light therapy, recovery amenities, and any other

related services or equipment (collectively, the "Services") offered by the Studio.

1. General Terms:

a. No refunds. All sales are final. The Studio does not offer refunds on memberships,

classes, sessions, packages, retail products, Activities, or Services unless required by

law.

b. Retail Items. Retail items may be exchanged or returned for store credit within 14

days of purchase, provided they are unused and in original packaging.

c. Non-transferable. All memberships, classes, sessions, and packages for Activities

and/or Services are personal to the Member and cannot be shared, transferred, or

assigned.

d. Expiration. Expiration dates for classes, sessions, or packages are as stated at the

time of purchase. Expired classes, sessions, or packages are non-refundable, non-

transferable, and no make-ups will be given.

e. Cancellations / No-shows. To respect everyone's time and ensure availability for all

clients, cancellations of any booked class, session, Activity, or Service made with less

than 24 hours' notice will be subject to a cancellation fee of [$ Fee] or may result in

the loss of your credit (if prepaid). No-shows (missing your booked class, session,

Activity, or Service without any notice) are non-refundable and will be charged the

full session rate.

f. Payment. The Member authorizes the Studio to charge their payment method on file

for recurring payments. Payments are processed via the payment method on file. If a

payment fails, the Studio may suspend access to services until the outstanding

balance is resolved. The Member is responsible for updating their payment

information and ensuring sufficient funds for charges. The Studio may assess late

fees or collection fees on overdue balances.

g. Commitment to Safety and Conduct. Member agrees to conduct themselves in a

respectful, safe, and responsible manner during all Activities and/or Services while

on the Studio’s premises. Member agrees to comply with all policies, guidelines, and

rules imposed by the Studio regarding the use of facilities, equipment, and safety

guidelines, whether posted or transmitted in writing, or orally communicated by the

Studio during classes, sessions, Activities, or Services. Member will notify an

instructor immediately if they feel pain, discomfort, or anything unusual during an

Activity and/or Service. Member agrees to stop participation and seek medical

attention if Member experiences any symptoms of distress or injury. It is

ultimately Member’s sole responsibility to assess their ability to participate and

choose whether to discontinue classes, sessions, Activities, or Services and seek

appropriate medical attention.

h. Termination by Studio. The Studio reserves the right to suspend or terminate a

Member’s membership, classes, sessions, packages, or access to Activities and/or

Services for violation of Studio policies or disruptive behavior. No refunds or credits

will be provided for terminations due to violations of this Agreement.

i. Modification by Studio. The Studio reserves the right to modify pricing, class

schedules, policies, and equipment at any time. Members will be notified of material

changes in advance.

j. Understanding Risk / Waiver and Release of Liability. Member acknowledges that

participation in the Activities and/or Services have inherent risks and that they have

reviewed, understand, and signed a Waiver and Release of Liability voluntarily and

of their own free will.

k. No Medical Advice. Studio is not a licensed medical provider and does not offer

medical advice, diagnosis, or treatment. All Activities and/or Services provided by

Studio are intended solely for general wellness and informational purposes. No

person, employee, or agent of Studio is acting in the capacity of licensed medical

professionals. No information provided by Studio should be interpreted as a

substitute for medical advice from a licensed physician or healthcare provider.

Members are strongly encouraged to consult with their physician or qualified

healthcare provider before participating in any Activities and/or Services offered by

Services as is set forth in the Waiver and Release of Liability. Member acknowledges

and agrees that Studio is not responsible for any health outcomes related to the use

or misuse of its Activities and/or Services, programs or information.

l. This Agreement applies to all purchases made through the Studio’s website, mobile

applications, in-person transactions, or other authorized channels.

2. Membership: The following terms, in addition to the above General Terms, apply to the

Studio’s monthly membership program(s).

a. Membership Fee, Benefits, & Perks. The monthly membership fee (“Membership

Fee”) and associated benefits and perks are determined by Member’s enrollment as

a Tier 1, Tier 2, Tier 3, or Founding Member, which are detailed on

www.madebysolace.com (the “Studio’s website”). The Membership Fee is payable

in advance on a monthly basis by the [Date] of each month.

a. Lagree Tier 1: $118/month; 4 classes/month (Perks: 2 rest & recovery

sessions + bring a friend to one session).

b. Lagree Tier 2: $198/month; 8 classes/month (Perks: 3 rest & recovery

sessions + bring a friend to one session / 5% discount on all retail

products.)

c. Lagree Tier 3: $258/month; 12 classes/month (Perks: 4 rest & recovery

sessions + bring a friend to one session / 10% discount on all retail

products.)

d. Founding Members: $298/month; 30 classes/month (Perks: 15%

discount off all retail products / Priority Booking – 10 Day booking

window / Flexible Scheduling – Benefit from a 5 hour late cancellation

window for added convenience).

b. Perks. The Member is entitled to Tier 1, Tier, 2, Tier 3, or Founding Member perks,

depending on Member’s selected enrolled membership, as detailed on the Studio’s

website, subject to availability and scheduling. Perks, such as, without limitation,

bring a friend, priority booking, and retail discounts, are subject to change. Member

will be notified of any such changes in advance.

c. Term of Membership Agreement. The term of this Agreement is twelve (12) months

from the date of signing. Upon expiration of the term of this Agreement, this

Agreement may be renewed by the Parties.

d. Use of Facilities. The Studio is operating at the time of this Agreement and open and

available for Member’s use upon completion of enrollment, subject to the terms and

conditions of this Agreement. The Studio’s hours are Monday through Sunday, 6:00

am – 6:00 pm. Classes under memberships must be booked in advance and are

subject to change, scheduling, and availability. Membership allows Member use of

Studio’s non-privately booked equipment and spaces only, subject to scheduling and

availability.

e. Modification of Facilities/Classes/Equipment/Services. Studio’s facilities, classes,

equipment, and services offered are subject to change at the sole discretion of the

Studio. Studio will notify Member of such changes in advance as soon as reasonably

possible. Member agrees that modification of the facilities, classes, equipment, and

services offered will not be grounds for cancellation of this agreement.

f. Billing Cycle. Member agrees to pay the membership fee on a recurring monthly

basis. The fee will be automatically drafted from Member’s provided payment

method on or around the same calendar day of each billing cycle.

g. Authorization. Member authorizes the Studio to initiate recurring charges to

Member’s designated payment method for the agreed membership fee, until such

time as the Member cancels the membership in accordance with the cancellation

policy below, or upon the expiration of the term of this Agreement, if not renewed.

h. Non-refundable / Non-transferable. Memberships are non-refundable and are only

subject to cancellation or expiration as set forth herein. All memberships are

personal to the Member and cannot be shared, transferred, or assigned.

i. Medical Necessity. Memberships may be paused due to medical necessity for

Members who are temporarily unable to use the fitness studio due to an injury,

surgery, pregnancy complications, or other health-related conditions verified by a

licensed medical provider. To request a membership pause, Member must submit a

written request to [Solace Email]. The request must include: (i) the reason for the

pause; (ii) a written note from a licensed medical provider confirming the medical

necessity and estimated duration of recovery or restriction; and (iii) the duration of

the pause. Requests must be submitted as soon as possible following the onset of

the medical issue. Memberships may be paused for a minimum of 2 weeks and a

maximum of 3 months per incident. Extensions beyond 3 months may be considered

on a case-by-case basis with updated medical documentation. No membership dues

will be charged during the approved pause period, and a prorated portion of any

amount prepaid will be refunded to Member. Membership billing will automatically

resume at the end of the approved pause unless the member provides updated

documentation for an extension and it is approved by the Studio.

j. Cancellation Due to Disability or Death. If Member should become disabled with a

condition that affects Member’s capacity to use or enjoy the Studio’s Activities

and/or Services, Member may cancel this Agreement in writing to [Solace Email]. A

physician must verify the condition. In the event of your death, Member’s

representative may cancel this Agreement in writing to [Solace Email]. Upon

cancellation for either reason, no further payments will be required and a prorated

portion of any amount prepaid will be refunded to Member.

k. Relocation More Than 25 Miles. If Member should move more than twenty-five (25)

miles from the Studio, Studio shall transfer this Agreement to a comparable facility

of Studio, if available. If Studio is unable, Member may cancel this Agreement in

writing with thirty (30) days notice to [Solace Email]. A prorated portion of any

amount prepaid will be refunded to Member. However, Member will be charged a

fee of one hundred dollars ($100), or, if more than half the term of this Agreement

has expired, Member will be charged a fee of fifty dollars ($50).

3. Informal Dispute Resolution / Mediation: If any dispute arises between me and the

Studio related to the Studio’s Activities, Services, equipment, goods, facilities, or any agreement

thereto, both parties agree to first attempt to resolve the matter informally and in good faith.

If informal resolution is unsuccessful, both parties agree to participate in non-binding mediation

before pursuing legal action. The mediation will be conducted by a mutually agreed-upon

neutral mediator in Los Angeles County, California. The costs of mediation, including the

mediator’s fees and any facility fees, will be shared equally between the parties unless

otherwise agreed in writing. Mediation must occur within sixty (60) days of a written request by

either party. Each party will be responsible for their own legal fees incurred in connection with

the mediation.

Member Initials: __________

4. Arbitration of Disputes: EXCEPT FOR DISPUTES THAT QUALIFY FOR SMALL CLAIMS

COURT, ALL DISPUTES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE ACTIVITIES, OR

ANY GOODS OR SERVICES PROVIDED BY THE STUDIO (EACH, A “DISPUTE”), WHETHER BASED IN

CONTRACT, TORT, STATUTE, FRAUD, MISREPRESENTATION OR ANY OTHER LEGAL THEORY, WILL

BE RESOLVED THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR

INSTEAD OF IN A COURT BY A JUDGE OR JURY AND I AGREE THAT, WITH RESPECT TO ANY

DISPUTE, (A) THE STUDIO AND I ARE EACH WAIVING THE RIGHT TO A COURT ACTION AND A

TRIAL BY A JURY; (B) ANY ARBITRATION UNDER THIS AGREEMENT WILL TAKE PLACE ON AN

INDIVIDUAL BASIS; (C) CLASS ARBITRATIONS AND CLASS ACTIONS ARE NOT PERMITTED; AND (D)

I AM GIVING UP THE ABILITY TO PARTICIPATE IN A CLASS ACTION. The arbitration will be

administered by the American Arbitration Association (the “AAA”) under its Consumer

Arbitration Rules (currently available online at

https://www.adr.org/sites/default/files/document_repository/Consumer%20Due%20Process%

20Protocol%20(1).pdf), as modified herein. The arbitrator will conduct hearings, if any, by

teleconference or videoconference, rather than by personal appearances, unless the arbitrator

determines upon request by a party that an in-person hearing is appropriate. Any in-person

appearances will be held at a location which is reasonably convenient to both parties with due

consideration of their ability to travel and other pertinent circumstances. If the parties are

unable to agree on a location, such determination should be made by the AAA or by the

arbitrator. The arbitrator’s decision will follow the terms of this Membership Agreement, and

any other agreements between the parties, and will be final and binding. The award rendered

by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Member Initials: __________

5. Binding Agreement; Severability; Integration Governing Law: I understand that this

Agreement is legally binding and intended to be as broad and inclusive as permitted by law. If

any portion of this Membership Agreement is deemed invalid, the remaining provisions shall

continue in full force and effect. This Agreement constitutes the entire agreement between the

parties and supersedes all prior agreements or understandings, whether written or oral. This

Agreement shall be governed by, and construed and enforced in accordance with, the laws of

the State of California.

6. Statutory Right to Cancel. The term of this Agreement is twelve (12) months from the

date of signing, subject to renewal by the parties after expiration, however:

You, the buyer, may cancel this agreement at any time prior to the

midnight of the forty-fifth business day of the health studio after

the date of this agreement, excluding Sundays and holidays. To

cancel this agreement, mail or deliver a signed and dated notice, or

send a telegram which states that you, the buyer, are canceling this

agreement, or words of similar effect. The notice shall be sent to

Made by Solace at 188 S Monterey St #106, Alhambra, CA 91801.

7. Acknowledgment of Understanding: I have carefully read this Agreement fully and

understand its terms. I acknowledge that I am signing it freely and voluntarily, intending to

legally bind myself, my heirs, executors, administrators, and assigns. I agree that this

Agreement is valid for all present and future membership and participation in Activities and/or

Services with Made by Solace/SolaceHoldings LLC.

Initial Membership Term: Twelve (12) months from the date of signing

MEMBER

Member Name _____________________________ Date ________________

Member Signature _____________________________

Phone _____________________________

Address _________________________________________

_________________________________________

MADE BY SOLACE/SOLACE HOLDINGS, LLC

Representative _________________________________ Date ________________

Signature _________________________________

Made by Solace / SolaceHoldings LLC

188 S Monterey St #106

Alhambra, CA 91801

(626) 721-3499

Email: ______________