EXHIBIT A
WAIVER OF LIABILITY, COVENANT NOT TO SUE, AND AGREEMENT TO RELEASE UPROAR STRENGTH LLC FROM LIABILITY

This agreement is made by and between Uproar Strength LLC, a New Hampshire limited liability company (the “Club”), the Member who has signed the signature page to this agreement (“Member”) and, if Member is under the age of eighteen (18), also by the Member’s parent or legal guardian(s) who have signed the signature page to this agreement (hereinafter “Parent(s)/Guardian(s)”).

WHEREAS, the Club operates a Health Club with services including group exercise classes and personal training (the “Services and Programs”), and;

WHEREAS, Member desires to participate in the services offered by the Club to obtain benefits provided through said services:

NOW THEREFORE, in consideration of the mutual promises contained herein, the agreement of Member and/or Parent(s)/Guardian(s) to pay the Club for the right to participate in its services and the Club’s agreement to permit Member to participate in its services in exchange for such payment – the receipt and adequacy of which is hereby unconditionally acknowledged – the parties hereto, intending to be legally bound, agree as follows:

1. Member and Parent(s)/Guardian(s) (for and on behalf of Member) hereby represent to the Club that Member is in good health, and that neither Member nor Parent(s)/Guardian(s) have any knowledge of any physical or mental disability, communicable disease, injury (including head injuries, concussions and fainting spells), condition (including pregnancy), or problem which might prevent full participation by Member in the Services and Programs in which the Member is enrolling. Member and Parent(s)/Guardian(s) (for and on behalf of Member) further represent that Member and/or Parent(s)/Guardian(s) will immediately inform the Club of any such disability, disease, injury, condition, or problem as may arise at any time in the future while the Member is enrolled in any Club service or program.

2. Member and Parent(s)/Guardian(s) (for and on behalf of Member) acknowledge that there are certain risks and dangers inherent in Member’s participation in any of the Services and Programs offered by the Club, including, but not limited to, property damage, serious physical injury, including head injuries, paralysis, permanent partial or total disability, or even death. Participation includes observing others participate in the Services and Programs, waiting to participate in the Services and Programs, and preparing to participate in the Services and Programs. Member and Parent(s)/Guardian(s) (for and on behalf of Member) hereby release the Club, its members, managers, employees, officers and agents from all liability which may arise from Member’s
participation in (i) the Club’s services, and/or out of (ii) the Club’s performance of this
Agreement. This release is meant to be all encompassing, and is to be construed broadly to cover all risks, whether those risks are foreseeable or not.

3. Member and Parent(s)/Guardian(s) (for and on behalf of Member) accept and understand that participation in the services may expose Member to a risk of various personal and bodily injury, death, and other risks of injury that may be caused by the nature of the services in which Member will participate. With full knowledge of these risks (both known and unknown), Member and Parent(s)/Guardian(s) (for and on behalf of Member) hereby release, waive, discharge, and covenant not to sue the Club and to accept full responsibility for any and all injuries (including death), loss, or property damage, arising during, after, or on account of, Member’s participation in the Services and Programs, and Member and Parent(s)/Guardian(s) (for and on behalf of Member) do hereby release the Club from any and all loss or damage, and any and all claims or demands therefore on account of injury to the person or other damage whether caused by the negligence of the Club, its members, managers, agents, and/or employees or otherwise on account of the Services and Programs in which the Member is participating.

4. Member and Parent(s)/Guardian(s) hereby agree to indemnify and to save and hold harmless the Club from any loss, liability, damage, or costs Member and/or Parent(s)/Guardian(s) may incur due to Member’s participation in the Services and Programs whether caused by the negligence of the Club, its members, managers, agents, and/or employees or otherwise suffered on account of Member’s participation in the services.

5. By executing this Agreement, Member and Parent(s)/Guardian(s) (for and on behalf of Member) hereby accept and assume the risk of any negligence on the part of and any harm caused by the Club and its members, managers, agents, and/or employees and further release the Club for any personal or bodily injuries or property damage sustained during the court of the Services and Programs or as a result of participation in the Services and Programs.

THIS AGREEMENT IS AN IMPORTANT LEGAL DOCUMENT. BY SIGNING BELOW, MEMBER AND PARENT(S)/GUARDIAN(S) HEREBY ACKNOWLEDGE THAT HE/SHE/THEY HAS/HAVE THOROUGHLY READ AND FULLY UNDERSTAND ALL OF THE PROVISIONS CONTAINED HEREIN.

MEMBER AND PARENT(S)/GUARDIAN(S) FURTHER ACKNOWLEDGE THAT HE/SHE/THEY HAVE BEEN GIVEN THE OPPORTUNITY TO REVIEW THIS AGREEMENT WITH A LAWYER OF HIS/HER/THEIR CHOOSING BEFORE SIGNING IT.

[SIGNATURE PAGE FOLLOWS]

UPROAR STRENGTH
MEMBERSHIP AGREEMENT

This Membership Agreement (this “Agreement”) is by and between Uproar Strength LLC, a New Hampshire limited liability company with an address of 321 Derry Road, Hudson, NH 03051 (the “Club”) and the undersigned member and/or member’s legal guardian(s) or Guarantor identified above (the “Member” or “you”). The Club agrees to permit Member to participate in its programs as set forth herein and Member hereby agrees to the following terms as a condition of his/her/their membership with the
Club. In consideration of the foregoing and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Member and the Club agree as follows:

1. Membership Type and Fees.

Payment of Membership Fees entitles the Member to access the Club’s facilities and/or the Club’s online scheduling platform (“WodBoard”) to register for fitness classes. The number of classes offered in any given month may vary.

Members with access to “Unlimited Classes” will be eligible to sign up for group classes offered by the Club for no additional cost beyond their Membership Fee, subject to availability due to the limited size of classes. Members without access to classes included in their Membership Fee will be charged for each class for which they sign up. Members are also eligible to sign up for personal training sessions with the Club’s personal trainers, subject to an additional fee and availability. Personal training sessions are not “classes” included with the Membership Types below.

Membership Fees are not prorated for absences and will only be refunded pursuant to the Club’s Cancellation Policy set forth in Section 4 below.

The Member/Guarantor agrees to pay the Membership Fees associated with the Membership Type selected on the first page of this Agreement. The Membership Fees for each Membership Type are summarized in the chart below:

1) Membership Type: Monthly Membership
Features*
✗ No classes included
✓ 24/7 access
Commitment Term: 1 month
Notice Period Required for Cancellation**: 10 calendar days
Membership Fee: $135.00 Billed monthly

2) Membership Type: Annual Membership
Features*
✗ No classes included
✓ 24/7 access
Commitment Term: 12 months
Notice Required for Cancellation**: 30 calendar days
Membership Fee: $115.00 Billed monthly (12 installments)

3) Membership Type: Monthly Unlimited Classes
Features*
✓ Unlimited classes - This is only an optional add-on to the Monthly or Annual Membership
Commitment Term: 1 month
Notice Period Required for Cancellation**: 10 calendar days
Membership Fee: $45.00 Billed monthly

4) Membership Type: 10 Class Pass
Features*
✓ 10 classes
✗ No regular gym access
Commitment Term: N/A
Notice Period Required for Cancellation**: N/A
Membership Fee: $120.00 Paid upfront

5) Kids Membership (only ages 6-13)
Features*
✓ Unlimited youth classes
✗ No regular gym access
Commitment Term: 1 month
Notice Period for Cancellation**: 10 calendar days
Membership Fee: $100.00 Billed monthly

6) Membership Type: Drop-in
Features* ✓ 1 day of gym access
Commitment Term: N/A
Notice Period Required for Cancellation**: N/A
Membership Fee: $20.00 Paid upfront

*For each membership type with 24/7 access to Club facilities, a key fob may be issued for a $10 fee (key fob fees are subject to change).

**For a membership type with a 12-month commitment, a Member’s membership will be billed for a minimum of 12 months and will continue on a month to month basis at the monthly rate above until the Member provides notice of cancellation (as provided in Section 4 below) no less than the number of calendar days listed in this column (except as provided in Section 4 below).

2. Billing; Authorization for Preauthorized Payments.
B
y entering this Agreement, Member and Guarantor authorize “WodBoard,” a third-party billing and gym management software, or such other third-party billing company designated by the Club, to initiate transfers, whether by EFT, ACH, or credit card, from the designated account tied to this Agreement for purposes of paying, on a recurring basis, all or a portion of the Membership Fee, charges, or other dues, which Member or Guarantor owes under this Agreement.

Membership Fees will be automatically billed and collected electronically once every month beginning on your membership start date and recurring on that same day every month (or a near date if such day does not recur in the applicable month), until your membership is cancelled as provided herein.

Member and Guarantor understand and agree that dues, fees and charges, including, without limitation, Membership Fees, key fob fees, enhancement fees, services charges, late fees, applicable taxes, and/or fees for unpaid membership, will be drawn on or about the date set by WodBoard, or such other third- party billing company designated by the Club.

This preauthorization will remain in effect until Member or Guarantor provides notice of cancellation (as provided in Section 4 below).

Member and Guarantor expressly authorize WodBoard, or such other third-party billing company designated by the Club, to contact Member and Guarantor regarding any matter related to billing under this Agreement, whether by phone, email or SMS text communication (please note SMS text charges may apply).

Please note that you are authorizing a recurring transaction by signing up for a membership with a monthly fee. Your failure to use the membership will not relieve you of your payment obligation. If any payment of Membership Fees or other charges is not made on time, the Club may, but is not obligated to, suspend or terminate your membership.

3. Health Warranty.

Member and Guarantor represent and warrant that Member is in good health and has no disability, impairment, medical condition, or illness preventing Member from engaging in exercise, using Club facilities, or posing a health risk to Member or others at the Club. Member and Guarantor agree to disclose any such conditions or injury to the Club in writing. Member and Guarantor further understand that it is his/her/their continuing responsibility to inform the instructor(s) at the Club of any previous or current medical conditions, injuries, or surgeries prior to class. Member and Guarantor assume full responsibility for Member’s medical condition as it relates to his/her/their ability to engage in Club programs and classes. Member and Guarantor agree that Member will not participate in Club classes or use Club facilities with open cuts, abrasions, sores, infections, contagious conditions, or maladies which may pose a health risk to others in accordance with state and local health requirements. The Club reserves the right to prohibit or limit participation in its programs and use of its facilities to Members with such conditions in accordance with state and local health requirements.

4. Cancellation Policy; Buyer’s Rights.

A Member may cancel their membership: (i) electronically through the WodBoard mobile app or website (or such other gym management software designated by the Club); (ii) by delivering notice in-person at the Club’s facility to Club personnel; or (iii) by delivering written notice to the Club. In each case, and except as provided below, notice of cancellation must be received by the Club within the timeframes specified in Section 1 to process cancellation by the next billing cycle. If notice of cancellation is not received by the Club within such timeframes, an additional monthly charge may be incurred, but billing will terminate before the following billing cycle.

For example, a Member with a 12-month commitment must provide notice of cancellation to the Club at least 30 calendar days prior to the end of the 12-month commitment term to cancel their membership prior to conversion into a month-to month membership.

No refunds shall be issued to Members, except as provided below.

1. As a buyer, the Member has the following rights under RSA 358-I:3, III-IV:

“YOU MAY CANCEL THIS TRANSACTION IN WRITING ANY TIME PRIOR TO
MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS
TRANSACTION.”

The buyer may cancel by written notice mailed to the seller, preferably by certified or registered letter; or he may cancel by delivering a notice in person within the cancellation period. If such notice is delivered, the buyer shall be entitled to a receipt.

2. As a buyer, the Member has the following rights under NH RSA 358-I:6:

I. Every seller of a prepaid health club services contract shall:
(a) Refund to the buyer the pro rata cost of any unused services, within 15 days after request therefor, if:

(1) The buyer is unable to receive benefits from the seller's services by reason of death or disability. The health club may require that the disability be confirmed by an examination of a physician agreeable to the member and the health club; provided, however, that this subparagraph shall not operate to prevent the buyer from proving the disability in a judicial proceeding; or

(2) The seller relocates his facility more than 8 miles from its present location, or the services provided by the seller are materially impaired.

(b) Refund to the buyer the pro rata cost of any unused services under all contracts between the parties, within 15 days after request therefor, if the aggregate price of all contracts in force between the parties exceeds $1,000. Provided, however, if the contract so provides, the seller may retain a cancellation fee of not more than 25 percent of the pro rata cost of unused services on all contracts, not to exceed $250.

(c) Refund to the buyer the pro rata cost of any unused services within 15 days after the club ceases operation.

II. Upon the occurrence of any of the circumstances enumerated in subparagraphs I(a) or (b) or (c) of this section, the buyer or his estate shall be relieved of any further obligation for payment under the contract not then due and owing.

If you signed up for a class but need to cancel, please cancel on WodBoard. No missed class will be deducted from your membership if you cancel at least 24 hours prior to the applicable class, or if you are canceling due to illness and cancel at least one (1) hour prior to the class. Recurring (i.e., three or more in a 30-day period) no-shows or last minute cancellations may result in revocation of your membership at the Club’s sole discretion.

5. Member Responsibilities.

A. You agree to abide by all policies, guidelines, rules and regulations for safe use of the facility and equipment, including following any verbal or written instructions provided by Club staff and/or coaches, and you agree not to endanger any other Member of the Club.

B. You acknowledge and agree that (i) there are risks associated with any strenuous athletic or physical activity, the use of exercise equipment, and participation in an exercise program; (ii) the use of the facility and exercise equipment is undertaken by you voluntarily; and (iii) such use may include the risk of serious bodily injury or death.

C. You represent to the Club that you are in good health and have no disability, impairment, injury, disease, or ailment that prevents you from engaging in active or passive exercise or which would cause an increased risk of injury or adverse health consequences as a result of such exercise.

D. You acknowledge that the Club will not provide medical treatment. You understand and acknowledge that neither the Club nor its coaches or other Club personnel have expertise in diagnosing, examining, or treating any medical condition. In the event you experience any illness, injury, discomfort, impairment, or other health problem, prior to or during any class or your use of the facility, you agree to (i) immediately inform Club personal of such health problem, and (ii) consult your physician and reconfirm your physician’s consent to or approval of your continued participation in activities at or with the Club. Minor first aid such as band-aids are accessible in the Club’s first aid kit. More extensive injuries or illness may result in staff stopping the training session so proper procedures can be initiated. 911 will be called if necessary, and proper documentation will be completed by the Club personnel and you. You hereby agree to cooperate in providing such documentation as may be requested by the Club in connection with any health problem incident.

E. You agree that while you are using the facility or participating in Club services to refrain from the use of, and that you will not be under the influence of, any (i) medication that may impair your physical and/or mental capabilities; (ii) alcohol; or (iii) illegal drugs. You acknowledge and agree that such use or influence may increase the risk of serious bodily injury or death to yourself or others.

F. You agree to use best efforts to avoid bringing any valuables into the facility. You agree that the Club will not be liable for the loss or theft of, or damage to, your personal property.

G. You understand and acknowledge that from time to time, the Facility may partially or fully close and be unavailable for use for reasons including, but not limited to, renovation, repair, special events, or holidays. The Club will make every effort to minimize disruption to the members during these periods. Hours of operation will be displayed in the Facility and may be modified from time to time.

6. Club Rules.

By signing below, you acknowledge and agree to the Club rules summarized below (the “Club Rules”). The Club may, in its sole discretion, modify the policies and Club Rules without notice at any time. The Club reserves the right, in its sole discretion, to terminate your membership at any time, effective immediately, for violating any Club Rule. The Club Rules include but are not limited to the following:

A. Dress Code. The Club strives to provide a safe and comfortable environment for all members. As such, the Club coaches and personnel may enforce, and you agree to abide by, a dress code in all areas of the club. Clothing that may be perceived as intimidating, revealing or offensive, as well as clothing that may present a safety hazard or damage equipment, is not allowed.

B. Non-Discrimination. It is the policy of the Club not to discriminate against any person on the basis of race, national origin, ancestry, color, creed, religion, sex, sexual orientation, age or disability.

C. Access to Facilities. To promote club safety, only those who have a key fob or mobile access pad accessibility will be allowed to enter the Club. Members shall not hold the door open to anyone behind them. Members must swipe the access pad with every entry.

D. Equipment. Vandalizing or purposefully damaging any equipment in the Club will result in immediate termination of the membership and all fees already paid will be withheld.

E. Minors. A parent or guardian must accompany and supervise, at all times at the facility, (i) any minor Member under the age of 16 and (ii) any minor participating in classes offered under the Youth Pass.

F. Kids Space. The Club may designate an area of the Club facility as a space for children (the “Kids Space”). Members shall not permit any minor under the age of six (6) to be in the Kids Space. Members shall supervise and be responsible, at all times, any minor utilizing the Kids Space. The Club may permit and/or restrict access to the Kids Space at any time.

7. Governing Law; Venue.

This Agreement shall be governed by the laws of the State of New Hampshire, and you and the Club both agree that New Hampshire shall be the exclusive jurisdiction and venue for any legal claims instituted related to this Agreement.

8. Entire Agreement; Electronic Copies.

This Agreement, along with the Liability Waiver attached hereto and any other applicable rider or exhibits, constitute the entire agreement between the Member/Guarantor and the Club and replaces any oral or other written agreement. This Agreement may be signed electronically, and electronic copies of this Agreement will be deemed to be valid and authentic and will be given the same legal effect as an original signed document.

9. Acknowledgement.

By signing below, the Member hereby acknowledges and agrees to the following:

 I agree to comply with all Club Rules and understand that the Club Rules may be amended or added to from time to time, and that rules and regulations may also be orally communicated to me or contained on signs posted in the facility, and that it is my responsibility to review and familiarize myself with these rules and regulations. The Club has the right to remove me from the facility at any time that my actions violate any Club Rules.
 I understand that the Club is not responsible for lost or stolen items, and that Club staff are not allowed to accept responsibility for securing personal articles. I hereby waive any right to sue the Club for lost or stolen articles.
 I must sign and return the Liability Waiver, attached hereto and incorporated herein as Exhibit A.
 I have read all terms and conditions of this Agreement and filled it out completely.
 I understand that the Club’s membership fees, class schedules, available equipment, and hours of operation, are subject to change.
 I understand that the Club does not provide medical treatment. In the event of a medical emergency, the Member hereby gives permission to Club staff to call 911 on their behalf.
 I understand that for the comfort and security of all Members, no guests (non Members) are allowed in the facility at any time without prior authorization from the Club. I agree to sign-in at the designated sign-in area whenever I enter the Club. I am (or my parent/guardian below is) at least eighteen years of age. Guarantor understands and acknowledges that he/she/they is/are jointly and severally liable for
Member’s payment obligations and recognizes that he/she/they is/are responsible for the payment of Member’s financial obligations to the Club to the same extent as Member is.

***

NOTICE TO BUYER: DO NOT SIGN THIS CONTRACT UNTIL YOU HAVE READ ALL OF IT. ALSO, DO NOT SIGN THIS CONTRACT IF IT CONTAINS ANY BLANK SPACES.

YOU MAY CANCEL THIS TRANSACTION IN WRITING ANY TIME PRIOR TO MIDNIGHT OF THE THIRD BUSINESS DAY AFTER THE DATE OF THIS TRANSACTION.

***

STATE LAW REQUIRES THAT THIS HEALTH CLUB REGISTER WITH THE BUREAU OF CONSUMER PROTECTION AND ANTITRUST OF THE DEPARTMENT OF JUSTICE AND MAY REQUIRE THAT THIS CLUB POST A BOND TO PROTECT CUSTOMERS WHO PAY IN ADVANCE FOR MEMBERSHIP OR SERVICES IN THE EVENT THIS CLUB CLOSES. YOU SHOULD ASK TO SEE EVIDENCE THAT THIS CLUB HAS EITHER POSTED A BOND IN COMPLIANCE WITH THE LAW OR HAS BEEN EXEMPTED FROM THIS REQUIREMENT BY THE ATTORNEY GENERAL BEFORE YOU SIGN THIS CONTRACT. IF THIS CLUB HAS NOT POSTED SUCH A BOND, AND YOU PAY THIS HEALTH CLUB FOR MORE THAN ONE MONTH’S MEMBERSHIP OR SERVICES IN ADVANCE, THEN YOU ARE PAYING FOR FUTURE SERVICES, AND YOU MAY BE RISKING THE LOSS OF YOUR MONEY IN THE EVENT THAT THE CLUB CEASES TO CONDUCT BUSINESS.
[SIGNATURE PAGE FOLLOWS]