Terms and Conditions

MEMBERSHIP AGREEMENT FOR ONIX FITNESS LLC,

d/b/a HIGH IMPACT FITNESS

DEFINITIONS. In this Agreement, "Club Owner" means Onix Fitness LLC, a Delaware limited liability company, d/b/a High Impact Fitness. "Club" means the club at which the Agreement is signed. "You" and "Member" means the person whose name and signature appear on this Agreement.

CANCELLATION

(A) RIGHT TO CANCEL FOLLOWING SIGNING. If you wish to cancel this Agreement, you may do so by sending written notice to the Club. The notice must be delivered before midnight on the fourteenth (14th) day from the Agreement date. The Club will refund anything you have paid, but the refunded amount will be less an amount for the membership you have already used (if any) at the then-current one-day pass rate. If the amount of use surpasses the initial start-up fees, your membership will be terminated immediately, however no refund will be issued. Refunds will be made no later than thirty (30) days after the Club receives your written notice of cancellation, and any access cards provided to you are returned to the Club. The refund will be made using the payment method you used for the initial transaction; there are no cash refunds.

(B) CANCELLATION OF MONTHY MEMBERSHIPS. After the initial right to cancel period noted above, you may cancel your monthly membership by sending written notice to the Club, or by filling out a cancellation form at the Club. The notice will be effective on the last day of the month that is at least 30 days from the date of your notice, and you will be required to pay all fees up until that date, as well as any outstanding fees for other services already supplied to you, regardless of whether or not you use the club after the date of your notice. If collection or legal services are needed to collect any unpaid amount, you are responsible for all costs of collection, including reasonable attorneys fees of Club Owner. If you die or become totally or permanently disabled, upon reasonable written notice to the Club with proof of the death or disability, either you or your estate may cancel this Agreement and receive a prorated refund of the unused portion of membership fees incurred.

(C) PREPAID MEMBERSHIPS. Prepaid memberships of more than one (1) month duration cannot be cancelled, and no refunds will be made with respect to prepaid membership fees.

MEMBER OBLIGATIONS. This Agreement is a legally binding obligation for which you am financially responsible. Member is responsible for updating his/her address and contact information. If you have a prepaid membership, you acknowledge that the fee paid is not refundable under any circumstances, except for cancellation, as noted above. If you have a term membership, your membership will automatically renew after the initial term ends and you will continue to be billed according to you regular billing schedule unless you provide notice of cancellation prior to the end of the initial term. A term membership has an early cancellation fee. You agree not to conduct any kind of commercial or business activity in the Club and will not act as a personal trainer for anyone within the Club.

MEMBERSHIP FREEZE. You have the right to freeze you membership for a minimum of one month and up to three months per year, during which time you will not be charged standard membership dues. You must provide written notice at least five (5) days in advance of your next billing cycle. You will incur a processing charge of $5.00 for each frozen month. For prepaid or term agreements, the membership will be extended for a period equal to the freeze period. A membership cannot be cancelled during a freeze period.

FACILITIES AND SERVICES. The Club reserves the right at any time to delete, discontinue, repair or replace the facility equipment without any effect on this Agreement. The Club may be closed for up to two weeks each year for maintenance purposes.

PRICES. From time to time, and not more than once per year, the Club Owner may need to increase the price of your membership fees. The Club will give at least 30 days notice of any incoming price increase, and will make it very clear when the price increase will take effect and how much your membership will cost after the increase. During this period, you will have the usual right to terminate your membership in accordance with the membership terms and conditions. If you do not terminate the membership by the date given to you in the notice, then the price of your membership will be increased in accordance with the notice provided.

MINIMUM AGE. All membership holders of the club must be a minimum 14 years of age. All minors under the age of 18 are restricted to access during staffed hours only, and a parent or legal guardian must sign the membership agreement.

NO STEROIDS. The Club bans the use of steroids and you agree not to use, sell or exchange steroids on the Clubs premises.

LIMITATION OF LIABILITY. You agree that, except for any legal responsibility that Club Owner cannot exclude under law (such as for death or personal injury), Club Owner is not legally responsible for any: (i) losses that (a) were not foreseeable to you and Club Owner when the Agreement was signed or (b) were not caused by any breach on the part of Club Owner; (ii) business losses; or (iii) losses to non-consumers.

ACCESS CARD. You understand that only authorized members or guests may access the Club and you are not permitted to share your access card with anyone else. Access cards are not returnable and non-refundable. The access card has been issued to enable you to securely access the Club in accordance with the terms of your membership. If you lose or misplace the card, you need to contact the Club to deactivate the card immediately. If you require a replacement card, you will be charged for the replacement card at the then-current rate.

PHYSICAL CONDITION AND NO MEDICAL ADVICE. You confirm that you are in good physical condition and have no medical reason or impairment that would prevent you from your intended use of Club facilities. You understand and acknowledge that the Club Owner will not and cannot provide you with any medical advice. If you have any health or medical concerns now or after you join, you will discuss them with your doctor before using the facilities. You agree to bound to be bound by the terms of the Waiver and Release of Liability and Indemnity Agreement attached hereto as Exhibit A.

ENTRY REQUIREMENTS. You understand you may be expected to show proper identification when you enter the facility.

RULES AND REGULATIONS. You agree to follow any Club rules posted at the Club or communicated by Club staff. Club may, in its sole discretion, modify its rules or policies without notice at any time.

DAMAGED, LOST OR STOLEN PROPERTY. You understand and agree that the Club Owner is not responsible for any of your personal property that is damaged, lost or stolen while in or around the Club, including, but not limited to, in a vehicle on any property left in a locker. You further understand and agree that you are liable for all damage you or your guests cause to the equipment or physical infrastructure of the Club facility and will reimburse the Club Owner for any such damage.

VIDEO NOTICE. You may not take unauthorized photos or videos anywhere in the Club. You understand that the Club uses unmonitored video surveillance and access card usage is logged, which both may be retained by the Club for future use.

MISCELLANEOUS. This is the whole Agreement between the parties with respect to the Membership terms and conditions and supersedes any prior understandings or agreements of the parties whether written or oral, express or implied. With the exception of pricing changes from time-to-time as noted above, this Agreement may not be amended or modified except in a writing signed by both parties. This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

PAYMENT AUTHORIZATION. For purposes of this payment authorization section, the term "I" refers to the new member whose name appears as the primary account holder and whose authorization appears on this form. Bank refers to the financial institution where I hold an account. I authorize Bank to pay membership fees on my behalf to Club Owner (or its designee) in the amount of the membership plan I have selected. These payments will continue until I submit a written notice of cancellation of my membership to the Club as instructed in this Agreement. I agree I am bound by the membership payment terms and unpaid account balance due upon cancellation. I agree that Bank will be fully protected in honoring these direct debits and that Banks treatment of them and rights in respect to them are the same as if personally signed by me.

I understand that if I terminate the Agreement or stop the automatic membership payment arrangement in a manner not described in the Agreement, I may be liable to the Club Owner for damages for breach of contract.

EXHIBIT A

WAIVER AND RELEASE OF LIABILITY AND INDEMNITY AGREEMENT

for

ONIX FITNESS LLC d/b/a HIGH IMPACT FITNESS (the Club)

You (Member, and all guests) agree that if you engage in any physical exercise or activity, use any Club facility, or are present on the premises, you do so at your own risk and assume the risk of any and all injury and/or damage you might sustain, regardless of whether such injury or damage arises out of or during physical exercise. Your assumption of risk includes but is not limited to your use of any exercise equipment (mechanical or otherwise), the locker room, sidewalk, parking lot, stairs, lobby area, or any other part or item in or around the Club facility. You agree to assume the risk of your participation in any activity, class, program, instruction, or Club-sponsored event. You agree that you are voluntarily participating in the aforementioned activities and assume all risk, known and unknown, associated with using the Club facilities, equipment and premises including, without limitation, any loss or theft of any personal property. You agree on behalf of yourself (and your spouse, all your, children, personal representatives, heirs, executors, administrators, agents, and assigns) to forever release and discharge Club and our owners, employees, agents, representatives, affiliates, successors, and assigns from any and all claims or causes of action (known or unknown) arising out of the negligence of Club, whether active or passive, or that of any of its affiliates, employees, agents, representatives, successors, and assigns. This waiver and release of liability includes, without limitation, injuries which may occur as a result of (a) your use of any exercise equipment or facilities which may malfunction or break, (b) Club's improper maintenance of any exercise equipment or facilities, (c) Club's negligent instruction or supervision, including personal training, and (d) you slipping and falling while in the facility or any portion of the premises for any reason, including Club's negligent inspection or maintenance of its facility. By executing this Agreement, you hereby agree to indemnify and hold the Club, and its managers, employees, agents and representatives (the Indemnitees), harmless from any loss, liability, damage, or cost Indemnitees may incur due to your presence at the Club facility. You further expressly agree that the foregoing release, waiver, and indemnity in this Agreement is intended to be as broad and inclusive as permitted by the law of the state in which this Agreement is entered into, and that if any portion of this Agreement is held invalid, it is agreed that the balance shall, notwithstanding, continue in full legal force and effect. You acknowledge that the Club is designed to and does offer a service to its members encompassing the entire fitness spectrum. The Club is not in the business of selling, leasing or otherwise placing into the stream of commerce weight lifting equipment, exercise equipment, or other such products, and the use of any such items is incidental to the service provided by the Club. YOU ACKNOWLEDGE THAT YOU HAVE CAREFULLY READ THIS AGREEMENT AND FULLY UNDERSTAND THAT IT IS A RELEASE OF LIABILITY, AND AN EXPRESS ASSUMPTION OF RISK AND INDEMNITY AGREEMENT. YOU ARE AWARE AND AGREE THAT BY EXECUTING THIS AGREEMENT, YOU ARE GIVING UP YOUR RIGHT TO BRING A LEGAL ACTION OR ASSERT A CLAIM AGAINST CLUB FOR ITS NEGLIGENCE, OR FOR ANY DEFECTIVE PRODUCT ON ITS PREMISES. YOU HAVE READ AND VOLUNTARILY SIGNED THIS AGREEMENT AND FURTHER AGREE THAT NO ORAL REPRESENTATIONS, STATEMENTS, OR INDUCEMENT APART FROM THE FOREGOING WRITTEN AGREEMENT HAS BEEN MADE. YOU AGREE, FOR YOURSELF AND YOUR SPOUSE, CHILDREN, SUCCESSORS, HEIRS AND ASSIGNS, THAT THE ABOVE REPRESENTATIONS ARE CONTRACTUALLY BINDING, AND ARE NOT MERE RECITALS, AND THAT SHOULD YOU OR

YOUR SUCCESSORS ASSERT ANY CLAIM IN CONTRAVENTION OF THIS AGREEMENT, THE ASSERTING PARTY SHALL BE LIABLE FOR THE EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) INCURRED BY THE OTHER PARTY OR PARTIES IN DEFENDING AGAINST ANY SUCH ACTION