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EFTAuthorization

Electronic Funds Transfer Authorization: In consideration of the


membership privileges being provided to me under this Agreement, I the
undersigned individual, authorize my bank or other financial institution to
make a monthly payment to Equinox of my monthly membership dues
('Monthly Membership Dues'), using my Payment Information on -file with
Equinox, and post it to my account with Equinox.

With respect to electronic funds transfers for payment of my Monthly


Membership Dues, I ackno wledge and agree that Monthly Membership Dues
will be $185 including sales tax and will be transferred from my account to
Equinox on or around the 23rd of each month beginning Apr 2019. The
Monthly Membership Dues will continue to be deducted each month fo r the
duration of my twelve (12) month minimum commitment period and thereafter,
until such time as my membership is cancelled in accordance with this
Agreement. See Section 2.1 of this Agreement regarding increases to Monthly
Membership Dues after your 12 -month minimum commitment period.

Information on File for Ancillary Charges: In consideration of the


membership privileges being provided to me under this Agreement, I, the
undersigned individual, authorize Equinox to keep my Payment Information on -
file and to post charges to my account with Equinox for any additional goods
and services which I may purchase from Equinox.

By signing below, I am hereby affirmatively consenting to such automatic


renewal and retention of my Payment Information on-file and hereby
agreeing that I will be obligated for all payments in the event the Payment
Information set forth above changes.

CancellationPolicy

3. CANCELLATION RIGHTS

3.1 CONSUMERS RIGHT TO CANCELLATION: YOU MAY CANCEL THIS


AGREEMENT WITHOUT ANY PENALTY OR FURTHER OBLIGATION BY
CAUSING A WRITTEN NOTICE OF YOUR CANCELLATION TO BE
DELIVERED IN PERSON OR POSTMARKED BY CERTIFIED OR
REGISTERED UNITED STATES MAIL WITHIN THREE (3) BUSINESS
DAYS OF THE DATE OF THIS AGREEMENT OR THE DATE OF YOUR
RECEIPT TO THE ADDRESS SPECIFIED IN THIS AGREEMENT. To
exercise this cancellation right, you must notify Equinox in accordance
with Section 3.4 below. Notice must be accompanied by a copy of your
Agreement, as well as any membership cards or fobs or other membership
documentation given to you by Equinox. Within fifteen (15) business days
after Equinox receives notice of such cancellation, it will refund all
amounts previously paid under this Agreement to the original method of
payment.

3.2 ADDITIONAL RIGHTS TO CANCELLATION: You or your estate may


also cancel this Agreement for any of the following reasons:

(1) If upon a doctor’s order, you cannot physically or medically receive the
services because of a significant physical or medical disability for a period
in excess of three (3) months;

(2) In case of your death;

(3) If the health club services to be provided under this Agreement are not
available because Equinox fails to open your Home Club, permanently
discontinues operation of your Home Club, or substantially changes the
operation of your Home Club; or

(4) If you move your residence or your place of employment more than
twenty-five (25) miles from any Club operated by Equinox or a
substantially similar health club which will accept your obligation under
this Agreement.

You will be required to provide Equinox with reasonable evidence of the


reason for cancellation under this Section 3.2, which may include a signed
letter from your doctor for cancellation under Section 3.2.1, a death
certificate for cancellation under Section 3.2.2 or proof of your new
residency or employment for cancellation under Section 3.2.4. You may
exercise these rights to cancel your Membership and this Agreement by
notifying Equinox in accordance with Section 3.4 below. Within fifteen (15)
business days after Equinox receives notice of such cancellation, it will
refund, using the Payment Information on-file, any prepaid unused
Membership Dues and any prepaid unused Ancillary Charges, less any
outstanding amounts which may be owed to Equinox hereunder, as such
amount is calculated in accordance with applicable law. For the avoidance
of doubt, any initiation fee you paid will not be refunded if you cancel your
Membership under this Section 3.2.

3.3 Cancellation after Initial Period: If you do not wish to continue your
Membership after Initial Period, you may cancel your Membership and this
Agreement upon forty-five (45) days’ prior written notice to Equinox. For
clarity, your cancellation will go into effect forty-five (45) days after
Equinox receives your cancellation notice; however, if you provide
cancellation notice more than forty-five (45) days before the end of the
Initial Period, your cancellation will not go into effect until the last day of
the Initial Period. You must provide notice of cancellation in accordance
with Section 3.4. Equinox reserves the right, in its discretion, to require
you to pre-pay all Membership Dues through the date your cancellation
goes into effect. Please note you will not receive a refund of any Ancillary
Charges, including without limitation for any sessions which remain unused
at the time your cancellation goes into effect.

3.4 How to Cancel Your Membership: You may cancel your Membership and
Agreement by any of the following methods:

(1) In-person at any Club in your Membership class. You will be required
to complete a cancellation form and provide it to the Club General
Manager or Assistant General Manager.

(2) By certified or registered United States mail to Equinox - Membership


Administration, One Park Avenue, Mezz. Floor, New York, NY 10016. Your
cancellation notice must include your full name, membership ID number,
and contact information.

(3) For cancellations after the Initial Period, you may call Equinox
Membership Administration to cancel your Membership over the telephone.
Visit http://www.equinox.com to find the current phone number for
Membership Administration.

You are responsible for retaining (and presenting, if necessary) all records
relating to your cancellation of Membership. In the event of a dispute as to
whether and when notice of cancellation was received, Equinox’s records
will control.

3.5 Revocation of Membership: Equinox may, in its discretion, revoke or


suspend your Membership, or limit your right to access certain Clubs or
participate in certain Club offerings or ancillary services, upon notice to
you provided at any time and for any reason, including without limitation
failure to pay Membership Dues or Ancillary Charges or failure to comply
with Equinox Policies (as defined in Section 5.1). In some cases, notice of
revocation or suspension may be provided orally by a Club General
Manager, Membership Administration or Equinox Regional or Corporate
management. If Equinox revokes your Membership, it will promptly refund,
using the Payment Information on-file with Equinox, any prepaid unused
Membership Dues and any prepaid unused Ancillary Charges, less any
outstanding amounts which may be owed to Equinox hereunder. Revocation
or suspension of Membership will be without limitation to any other rights
or remedies which Equinox may have at law or in equity, and Equinox
reserves the right to, in its discretion, prohibit you from rejoining Equinox
in the future.

TermsAndConditions
IMPORTANT TERMS

• Please read this Agreement carefully, as it contains important


information regarding your legal rights, including without
limitation your release and waiver of liability, mandatory
arbitration and your waiver of class relief.

• YOU HAVE A RIGHT TO CANCEL THIS AGREEMENT WITHOUT


PENALTY OR FURTHER OBLIGATION WITHIN THREE (3)
BUSINESS DAYS OF THE DATE OF THIS AGREEMENT OR THE
DATE OF YOUR RECEIPT. See Section 3.1 of this Agreement for
more information.

• By signing this Agreement, you are committing to a twelve (12)


month obligation period which you cannot cancel early, except for
the limited reasons listed in Section 3.1 and Section 3.2 of this
Agreement.

• Monthly membership will automatically renew on a month-to-


month basis at the end of the obligation period, unless cancelled
under Section 3 of this Agreement. Paid-in-full memberships
automatically expire unless renewed. See Section 1.3 of this
Agreement for more information.

By signing below, I am acknowledging that I have received and


read and understand this Agreement and the following membership
terms, and I am hereby agreeing to all terms and conditions of this
Agreement, including without limitation, my compliance with this
Agreement and the Equinox Policies described in this Agreement.

MEMBERSHIP TERMS

1. YOUR MEMBERSHIP

1.1 Overview: This Agreement sets forth the terms and conditions
that apply to your membership (“Membership”) to Equinox Fitness
Clubs and, if included within your Membership class, Equinox
Sports Clubs (collectively, “Clubs”). You are responsible for
complying with this Agreement. A copy of your Agreement is
available in your account on http://www.equinox.com and, if you
provided an email address, will be e-mailed to you upon joining.
You may also contact Membership Administration if you need to
obtain another copy of your Agreement.

1.2 Minimum Commitment: Your Membership is for an initial


twelve (12) month commitment period (the “Initial Period”) and,
except for those limited cancellation rights expressly set forth in
Section 3.1 and 3.2 below, you may not cancel your Membership or
otherwise terminate this Agreement during the Initial Period.

1.3 Renewals: If you have a monthly Membership, your Membership


and this Agreement will automatically renew at the end of the
Initial Period and continue on a month-to-month basis until your
Membership is cancelled by you or Equinox, as described in Section
3. If you have a paid-in-full annual Membership, your Membership
and this Agreement will automatically expire at the end of the
Initial Period, unless you renew your Membership. Equinox
reserves the right to contact you, using any contact information on-
file with Equinox, to discuss your renewal options. You may also
visit or contact your Home Club to renew your Membership.
Membership Dues for all for monthly and paid-in-full Membership
renewals are subject to pricing changes, as described in Section
2.1.

1.4 Membership Freezes: You have certain rights to temporarily


suspend or “freeze” your account for up to three (3) months, or
longer for medically-necessitated freezes, as further described in
the Equinox Policies (as defined in Section 5.1). Non-medical
freezes are subject to an additional fee.

1.5 Non-Transferable: Your Membership is personal to you and is


non-transferable and non-descendible. Only you may use your
Membership, and you may not permit any other individual to access
and use any Club under your Membership.

1.6 Changes to Membership Class: You may change your


Membership class at any time, subject to the following conditions.
Your Membership Dues (as defined in Section 2.1) will be increased
(or decreased) to the then-current membership rate for your new
Membership class, and you will be required to sign a new
Payment/Electronic Funds Transfer Authorization form and, in
Equinox’s discretion, a new membership agreement. Equinox also
reserves the right to charge you an upgrade fee. Equinox reserves
the right to, in its discretion at any time, modify the names of
and/or service offerings provided within one or more of its
Membership classes.

1.7 Home Club: Your “Home Club” is the Club at which your
Membership was purchased and is listed at the beginning of this
Agreement. You may transfer your Home Club to another Club,
subject to the following conditions. You may only transfer your
Home Club to another Club within your Membership class. If you
have a “Select” Membership, this means you may only transfer to
another Club that offers “Select” membership (and your
Membership Dues will be adjusted to the then-current membership
rate for such other Club). If you want to transfer to a Club that
does not offer “Select” membership, you will need to upgrade your
Membership class in order to do so. Equinox reserves the right to
charge you a fee for transferring your Home Club.

1.8 Club Exclusions: You may only access and use the Club(s)
within your purchased Membership class. During your Membership,
Equinox may, in its discretion, exclude certain Clubs from various
Membership classes or otherwise limit your access to certain Clubs.
Once Equinox implements an exclusion or limitation, you will no
longer have the right to access or use such affected Club(s),
notwithstanding any “All Access” or other similar designation of
Membership class and/or notwithstanding that such Club(s) may be
located within your regional area. Contact Membership
Administration for a current list of excluded Clubs.

1.9 Club Closures: During your Membership, Equinox may, in its


discretion, temporarily close or suspend or limit your access to
certain Clubs or areas, features or amenities of a Club, for
purposes of renovation, special events or otherwise, at any time
and in its sole discretion.

1.10 Corporate Members: If you join Equinox under an


arrangement between your current employer and Equinox,
additional or alternative, pricing, benefits, terms and conditions
may apply to your Membership, as agreed in the terms between
your employer and Equinox. Depending on the terms between your
employer and Equinox, your Membership may automatically cancel
once you leave your employment. If there is a conflict between this
Agreement and the terms between your employer and Equinox,
those terms between your employer and Equinox will control.
Contact your employer with any questions regarding any special
terms that may apply to your corporate Membership.

2. PAYMENT POLICIES

2.1 Initiation Fee; Membership Dues: Unless expressly waived by


Equinox, you will be required to pay a one-time initiation fee,
which is due and payable as of the date you sign this Agreement.
During the Initial Period, your monthly (or, for paid-in-full
memberships, annual) membership dues (“Membership Dues”) will
remain at the rate set forth on page 1 of this Agreement (unless
you change your Membership class or Home Club, as described in
Section 1.6 and Section 1.7.) After the Initial Period, Equinox may,
in its discretion, increase or otherwise modify your Membership
Dues, upon at least thirty (30) days’ notice to you. Equinox may
also, in its discretion and at any time, change the date on which
electronic funds transfers are processed, upon at least thirty (30)
days’ notice to you. Notices under this Section 2.1 will be provided
as described in Section 6. Membership Dues are not based on or
related to actual usage of Clubs and, unless you have frozen your
Membership in accordance with Equinox Policies, you are
responsible for the payment of your Membership Dues in full
regardless of your use of, or failure to use, any Clubs.

2.2 Ancillary Charges: You are responsible for paying all amounts
you incur during your Membership, including without limitation
fees for personal training and Pilates sessions, spa treatments and
other ancillary services, as well as purchases of retail or other
items (collectively, “Ancillary Charges”). Payment for Ancillary
Charges is due in full at the time of purchase, and Equinox has no
obligation to provide you with any ancillary service or good until
it has received such payment. Pricing for all Ancillary Charges is
in Equinox’s discretion and may be prospectively modified by
Equinox at any time, with or without notice to you.

2.3 Non-Refundable: Your initiation fee, Membership Dues and


Ancillary Charges are non-refundable and, unless otherwise
expressly set forth in Section 3, you will not receive a refund of
any initiation fee, Membership Dues or Ancillary Charges as a
result of Membership cancellation or otherwise. From time to time
Equinox may provide you with certain complimentary or
promotional items, as further described in the Equinox Policies.
Complimentary items have no cash value and you are not entitled to
any refund or other amount for any complimentary item.

2.4 Good Standing: You are required to keep your Membership in


good standing by ensuring all Membership Dues and any Ancillary
Charges are paid on time. You are responsible for promptly
notifying Equinox of any changes to your credit card, checking
account or other payment account information (“Payment
Information”).

2.5 Separate Buyer: If another individual (a “Buyer”) purchased


your Membership on your behalf and agreed to have their Payment
Information retained on-file with Equinox, you, not Buyer, are
ultimately liable for all Membership Dues and Ancillary Charges
payable hereunder and you agree to make all payments hereunder
in the event Buyer fails to do so. This Agreement does not provide
Buyer with any rights of Membership and Buyer may not access and
use Clubs under your Membership.

2.6 Past-Due Balances: Equinox reserves the right to take any


lawful action in response to any past-due Membership Dues and/or
Ancillary Charges, including, without limitation: (1) charging the
Payment Information then on-file with Equinox; (2) cancelling your
Membership or otherwise suspending your access to Clubs until all
past-due amounts are paid; (3) charging you interest on past-due
amounts; and/or (4) providing your information, including without
limitation name and contact information, to a collections agency
who will attempt to collect your past-due amounts on behalf of
Equinox. You will be responsible for any collection and/or legal
costs incurred by Equinox in collecting any past-due amounts
associated with your Membership. Equinox may charge you a $20
fee for each credit card charge or check that is dishonored or
rejected as invalid. Please note that cancellation of your
Membership will not relieve you of your obligation to pay any past-
due or outstanding amounts.

3. CANCELLATION RIGHTS

3.1 CONSUMERS RIGHT TO CANCELLATION: YOU MAY CANCEL


THIS AGREEMENT WITHOUT ANY PENALTY OR FURTHER
OBLIGATION BY CAUSING A WRITTEN NOTICE OF YOUR
CANCELLATION TO BE DELIVERED IN PERSON OR
POSTMARKED BY CERTIFIED OR REGISTERED UNITED STATES
MAIL WITHIN THREE (3) BUSINESS DAYS OF THE DATE OF
THIS AGREEMENT OR THE DATE OF YOUR RECEIPT TO THE
ADDRESS SPECIFIED IN THIS AGREEMENT. To exercise this
cancellation right, you must notify Equinox in accordance with
Section 3.4 below. Notice must be accompanied by a copy of your
Agreement, as well as any membership cards or fobs or other
membership documentation given to you by Equinox. Within fifteen
(15) business days after Equinox receives notice of such
cancellation, it will refund all amounts previously paid under this
Agreement to the original method of payment.

3.2 ADDITIONAL RIGHTS TO CANCELLATION: You or your estate


may also cancel this Agreement for any of the following reasons:

(1) If upon a doctor’s order, you cannot physically or medically


receive the services because of a significant physical or medical
disability for a period in excess of three (3) months;

(2) In case of your death;

(3) If the health club services to be provided under this Agreement


are not available because Equinox fails to open your Home Club,
permanently discontinues operation of your Home Club, or
substantially changes the operation of your Home Club; or

(4) If you move your residence or your place of employment more


than twenty-five (25) miles from any Club operated by Equinox or a
substantially similar health club which will accept your obligation
under this Agreement.

You will be required to provide Equinox with reasonable evidence


of the reason for cancellation under this Section 3.2, which may
include a signed letter from your doctor for cancellation under
Section 3.2.1, a death certificate for cancellation under Section
3.2.2 or proof of your new residency or employment for
cancellation under Section 3.2.4. You may exercise these rights to
cancel your Membership and this Agreement by notifying Equinox
in accordance with Section 3.4 below. Within fifteen (15) business
days after Equinox receives notice of such cancellation, it will
refund, using the Payment Information on-file, any prepaid unused
Membership Dues and any prepaid unused Ancillary Charges, less
any outstanding amounts which may be owed to Equinox hereunder,
as such amount is calculated in accordance with applicable law.
For the avoidance of doubt, any initiation fee you paid will not be
refunded if you cancel your Membership under this Section 3.2.

3.3 Cancellation after Initial Period: If you do not wish to continue


your Membership after Initial Period, you may cancel your
Membership and this Agreement upon forty-five (45) days’ prior
written notice to Equinox. For clarity, your cancellation will go
into effect forty-five (45) days after Equinox receives your
cancellation notice; however, if you provide cancellation notice
more than forty-five (45) days before the end of the Initial Period,
your cancellation will not go into effect until the last day of the
Initial Period. You must provide notice of cancellation in
accordance with Section 3.4. Equinox reserves the right, in its
discretion, to require you to pre-pay all Membership Dues through
the date your cancellation goes into effect. Please note you will not
receive a refund of any Ancillary Charges, including without
limitation for any sessions which remain unused at the time your
cancellation goes into effect.

3.4 How to Cancel Your Membership: You may cancel your


Membership and Agreement by any of the following methods:

(1) In-person at any Club in your Membership class. You will be


required to complete a cancellation form and provide it to the Club
General Manager or Assistant General Manager.

(2) By certified or registered United States mail to Equinox -


Membership Administration, One Park Avenue, Mezz. Floor, New
York, NY 10016. Your cancellation notice must include your full
name, membership ID number, and contact information.

(3) For cancellations after the Initial Period, you may call Equinox
Membership Administration to cancel your Membership over the
telephone. Visit http://www.equinox.com to find the current phone
number for Membership Administration.

You are responsible for retaining (and presenting, if necessary) all


records relating to your cancellation of Membership. In the event
of a dispute as to whether and when notice of cancellation was
received, Equinox’s records will control.

3.5 Revocation of Membership: Equinox may, in its discretion,


revoke or suspend your Membership, or limit your right to access
certain Clubs or participate in certain Club offerings or ancillary
services, upon notice to you provided at any time and for any
reason, including without limitation failure to pay Membership
Dues or Ancillary Charges or failure to comply with Equinox
Policies (as defined in Section 5.1). In some cases, notice of
revocation or suspension may be provided orally by a Club General
Manager, Membership Administration or Equinox Regional or
Corporate management. If Equinox revokes your Membership, it
will promptly refund, using the Payment Information on-file with
Equinox, any prepaid unused Membership Dues and any prepaid
unused Ancillary Charges, less any outstanding amounts which may
be owed to Equinox hereunder. Revocation or suspension of
Membership will be without limitation to any other rights or
remedies which Equinox may have at law or in equity, and Equinox
reserves the right to, in its discretion, prohibit you from rejoining
Equinox in the future.

4. YOUR HEALTH

4.1 Health Warranty: By signing this Agreement and using any


Club, you are representing and warranting to Equinox that you are
in good health and have no injury, impairment, disability, disease,
ailment or condition that prevents you from safely engaging in
exercise or that increases your risk of injury or adverse health
consequences as a result of your using any Club or, as applicable,
participating in certain group fitness classes or training. We
encourage you to see your doctor on a regular basis and seek their
advice prior to engaging in any new or modified fitness or
nutrition regimen or if you have any questions or concerns
regarding your health and fitness regimen or the diagnosis of any
medical conditions.

4.2 Responsibility to Notify: You are responsible for notifying your


personal trainer, Pilates or group fitness instructor, or spa
therapist before any session or class of any limitation to your
ability to participate, including without limitation if you are
starting a new or modified fitness regimen or if have any pre-
existing or current injuries, impairments, disabilities, diseases,
ailments or conditions that may prevent or effect your
participation. You are also responsible for immediately informing
your trainer, instructor or therapist if you experience any pain or
discomfort and/or if you cannot or do not wish to continue your
session or class. IF YOU EXPERIENCE ANY PAIN, DIFFICULTY,
DIZZINESS, ILLNESS OR DISCOMFORT WHEN ENGAGING IN
ANY SESSION, CLASS, ACTIVITY OR EXERCISE OR OTHERWISE
USING ANY CLUB, STOP AND CONSULT YOUR DOCTOR OR SEEK
EMERGENCY MEDICAL ATTENTION IMMEDIATELY. You hereby
consent to receive any medical treatment which may be deemed
advisable by Equinox and/or any emergency professionals in the
event of injury, accident, illness and/or other incapacitation while
at any Club.
4.3 Covenant of Due Care: By signing this Agreement and using any
Club, you are also acknowledging that the activities and exercises
you may engage in at the Club, including without limitation when
using equipment or machines, participating in any session or class
or otherwise engaging in strength, flexibility, aerobic, cardio,
meditation, regeneration or other exercises, may be physically
strenuous and potentially hazardous activities and involve risks
and danger inherent in engaging in such activities and exercises. In
consideration of the Membership privileges provided to you
hereunder and on behalf of your heirs, beneficiaries, distributees,
legal representatives, successors, assigns and guests, you hereby
voluntarily and knowingly acknowledge and assume risks associated
with your failure to use reasonable care when using any Club or
equipment and/or your use of any equipment other than for its
intended purpose, and you hereby agree to indemnify, defend, and
hold harmless Equinox, its parents, subsidiaries and other
affiliates, and its and their respective officers, directors,
employees, contractors, agents, representatives, successors and
assigns (collectively “Equinox Parties”) from any and all liability,
damages, losses, suits, demands, causes of action or other claims of
any nature whatsoever, including without limitation any property
damage, personal injury, injury to others or death, to the extent
any of the foregoing arise out of or relate in any way to your
negligence, intentional acts and/or failure to exercise reasonable
care when accessing and using the equipment. Further, you
acknowledge that Equinox does not manufacture the fitness and
other equipment and machines provided in its Clubs and agree that
Equinox is providing recreational services and may not be held
liable for defective products.

5. MEMBERSHIP POLICIES

5.1 Equinox Policies: You agree to abide by all Membership and


Club rules, regulations, policies, procedures and schedules of
Equinox, including without limitation those which may be posted at
a Club, on Equinox’s website and/or mobile app or issued orally by
a Club General Manager, Assistant General Manager or by Regional
or Corporate management (“Equinox Policies”). A current copy of
key Equinox Policies is attached as Annex A to this Agreement and
is also available to you at any time in your digital account on
http://www.equinox.com. Equinox may, in its discretion,
prospectively amend or supplement the Equinox Policies at any
time, with or without prior notice to you. Contact Club
management or Membership Administration for questions regarding
Equinox Policies.

5.2 Cell Phone and Camera Use: Using cell phones, cameras or any
other recording devices in Equinox locker rooms and other private
spaces such as spa treatment rooms and pool areas is strictly
prohibited. See Annex A to this Agreement for additional Equinox
Policies regarding use of cell phones, cameras and other recording
devices while at Clubs.

5.3 Ancillary Services: Your purchase and use of any ancillary


services and/or goods such as personal training, Pilates and spa
sessions is subject to the Equinox Policies, including without
limitation policies for booking, cancellation and expiration dates.
See Annex A to this Agreement for additional Equinox Policies for
ancillary services.

5.4 Your Information: As a member, Equinox will collect, use and


disclose your personal information, as further described in the
Equinox Policies. Your information may be used for promotional
and marketing purposes and may be disclosed to and used by
Equinox’s affiliates and/or certain third parties. See Annex A to
this Agreement for additional information on Equinox’s collection,
use and disclosure of information.

5.5 Third-Party Services: Equinox may make goods or services of


certain third parties, including without limitation juice bar and
café operators and cryotherapy or chiropractic providers (“Third-
Party Services”) available to you. Third-Party Services are
provided for your convenience and may be discontinued at any
time, with or without notice to you. Third-Party Services are not
controlled by Equinox and should not be viewed as any endorsement
by, or affiliation with, Equinox. You may be required to
acknowledge or sign additional third party terms and conditions in
order to use Third-Party Services. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, EQUINOX MAKES NO REPRESENTATIONS
OR WARRANTIES REGARDING THIRD-PARTY SERVICES AND
HEREBY DISCLAIMS ALL LIABILITY FOR ANY LOSS, DAMAGE
OR INJURY ARISING OUT OF OR IN CONNECTION WITH SUCH
THIRD-PARTY SERVICES, THE ASSOCIATED PROVIDERS, AND
YOUR USE THEREOF.

6. NOTICES

Your notice of cancellation must be provided in accordance with


Section 3.4 above. Equinox has the right to communicate with you
regarding your Membership, this Agreement or otherwise by any
lawful method, including without limitation by mail, courier,
telephone, email, and text message, and may communicate with you
using any contact information you have provided to Equinox.
Equinox may also provide general member-facing or Club-facing
communications or notices (if provided), including without
limitation changes to Equinox Policies and notices regarding
inclement weather or change to operating hours, within Clubs, on
the Equinox website and/or Equinox mobile app. Notices will be
deemed given by Equinox on the date deposited in the mail or given
to a courier, the date a phone call is made or an email or text is
sent, or the date posted in Club, online or in-app. You are
responsible for providing accurate, current contact information
and must promptly notify Equinox if any of your contact
information changes. Equinox will not be responsible for your
failure to receive any communication or notice as a result of your
failure to provide accurate and current contact information or as a
result of any e-mail filtering by your ISP or email provider,
insufficient space in your email account or any errors or losses of
any postal or delivery service. You hereby consent and give
Equinox permission to use (or have a third-party provider use on
Equinox’s behalf) an automated telephone dialing system and/or
artificial or prerecorded voice (where applicable) to call or text
you, including on or to any telephone number you provide to
Equinox, including your mobile phone.

7. ARBITRATION AGREEMENT AND CLASS ACTION WAIVER

7.1 Informal Dispute Resolution: Our goal is to do our best to


ensure that every experience you have with Equinox exceeds your
expectations. If that doesn’t happen, we hope you will give us the
opportunity to try to address any problem or concern. To do so,
please contact us by visiting http://www.equinox.com/contactus.
When contacting us, we ask that you include your name, address,
phone number and email address, a description of your problem or
concern and any specific relief you seek.

7.2 Arbitration: You agree to submit any and all Disputes (as
defined in Section 7.4) to binding arbitration pursuant to the
Federal Arbitration Act (Title 9 of the United States Code), which
will govern the interpretation and enforcement of this arbitration
agreement (“Arbitration Agreement”). Arbitration will be before
either (1) JAMS (formerly known as Judicial Arbitration and
Mediation Services), http://www.jamsadr.com, or (2) the American
Arbitration Association (“AAA”), http://www.adr.org. If you
initiate arbitration, you may choose between these two arbitration
forums; if Equinox initiates arbitration, it will have the choice as
between these two arbitration forums.

YOU AND EQUINOX AGREE THAT, EXCEPT AS PROVIDED IN


SECTION 7.4, ANY AND ALL DISPUTES WHICH ARISE AFTER
YOU ENTER INTO THIS AGREEMENT WILL BE RESOLVED
EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION
RATHER THAN IN COURT BY A JUDGE OR JURY, IN
ACCORDANCE WITH THIS ARBITRATION AGREEMENT.

7.3 Class Action Waiver: You agree that the arbitration of any
Dispute will be conducted on an individual, not a class-wide, basis,
and that no arbitration proceeding may be consolidated with any
other arbitration or other legal proceeding involving Equinox or
any other person. You further agree that you, and anyone asserting
a claim through you, will not be a class representative, class
member, or otherwise participate in a class, representative, or
consolidated proceeding against Equinox, and that the arbitrator of
any Dispute between you and Equinox may not consolidate more
than one person's claims, and may not otherwise preside over any
form of a class or representative proceeding or claim (such as a
class action, representative action, consolidated action or private
attorney general action). If the foregoing class action waiver
(“Class Action Waiver”) or any portion thereof is found to be
invalid, illegal, unenforceable, unconscionable, void or voidable,
then the Arbitration Agreement will be unenforceable and the
Dispute will be decided by a court of competent jurisdiction. Any
claim that all or part of the Class Action Waiver is invalid, illegal,
unenforceable, unconscionable, void or voidable may be determined
only by a court of competent jurisdiction and not by an arbitrator.

7.4 Definition of “Dispute”: Subject to the following exclusions,


“Dispute” means any dispute, claim, or controversy between you
and Equinox regarding any aspect of your relationship with
Equinox, whether based in contract, statute, regulation, ordinance,
tort (including without limitation fraud, misrepresentation,
fraudulent inducement, negligence, gross negligence or reckless
behavior), or any other legal, statutory or equitable theory, and
includes without limitation the validity, enforceability or scope of
the Agreement (except for the scope, enforceability and
interpretation of the Arbitration Agreement and Class Action
Waiver). However, “Dispute” will not include (1) personal injury
claims or claims for lost, stolen, or damaged property; (2) claims
that all or part of the Class Action Waiver is invalid,
unenforceable, unconscionable, void or voidable; and (3) any claim
for public injunctive relief, i.e., injunctive relief that has the
primary purpose and effect of prohibiting alleged unlawful acts
that threaten future injury to the general public. Such claims may
be determined only by a court of competent jurisdiction and not by
an arbitrator.

7.5 Arbitration Procedures and Location: Either you or Equinox


may initiate arbitration proceedings. Arbitration will be conducted
before a single arbitrator. If you or Equinox initiate arbitration,
you and we have a choice of doing so before JAMS or the AAA:

(1) For arbitration before JAMS, the JAMS Comprehensive


Arbitration Rules & Procedures and the JAMS Recommended
Arbitration Discovery Protocols for Domestic, Commercial Cases
will apply. The JAMS rules are available at
http://www.jamsadr.com or by calling 1-800-352-5267.

(2) Which particular rules apply in AAA arbitration will depend on


how much money is at issue. For less than $75,000, the AAA’s
Supplementary Procedures for Consumer-Related
Disputes/Consumer Arbitration Rules will apply; for Disputes
involving $75,000 or more, the AAA’s Commercial Arbitration
Rules will apply. The AAA rules are available at
http://www.adr.org or by calling 1-800-778-7879.

If required for the enforceability of the Arbitration Agreement


under the Federal Arbitration Act, Equinox will pay all
arbitrator’s costs and expenses. If not, those costs will be paid as
specified in the above-referenced rules. You and Equinox both
agree to bring the arbitration in either Boston, Massachusetts or
New York City, New York. As set forth in Section 8.5 below, the
arbitrator will apply Massachusetts law.

8. GENERAL TERMS

8.1 Entire Agreement: This Agreement, together with the Equinox


Policies, constitutes the entire and exclusive agreement between
you and Equinox relating to your Membership and supersedes any
prior or contemporaneous representations, inducements, promises,
understandings or agreements, whether oral, written or otherwise.

8.2 Modifications: No provision of this Agreement, or the


enforcement thereof, may be modified or waived, except as may be
stated in a writing signed by Equinox Club or corporate
management. Notwithstanding the foregoing or anything to the
contrary herein, Equinox may, in its discretion, modify this
Agreement at any time (subject to Section 2.1), upon at least thirty
(30) days’ notice to you.

8.3 Interpretation: If any provision or portion of this Agreement,


or the application thereof to any person, party or circumstances, is
be deemed invalid or unenforceable by a court or arbitrator of
competent jurisdiction, (1) that invalidity or unenforceability will
not affect the remainder of this Agreement and (2) Equinox may, in
its discretion, modify such provision or portion in order to render
it valid and enforceable.

8.4 Assignment: Equinox may assign or transfer this Agreement and


your Membership, whether by operation of law or otherwise, to an
affiliate of Equinox or to a third party in the event of any merger,
acquisition, sale of assets, change of control or other corporate
transaction between Equinox (or one of its affiliates) and such
third party (or one of its affiliates), in each case without notice to
you, and you hereby consent to any such assignment or transfer.
You acknowledge that this Agreement is personal to you and that
you have no rights to transfer or assign this Agreement to any
other individual or entity.

8.5 Governing Law: This Agreement, your Membership, and any


claims, disputes and matters arising hereunder, will be governed by
and construed in accordance with the laws of the Commonwealth of
Massachusetts, without reference to its conflicts of law principles.
Except for Disputes that you or Equinox submit to binding
arbitration pursuant to the Arbitration Agreement, all claims,
disputes and matters arising hereunder will be submitted
exclusively to the jurisdiction of the federal and state courts of
competent jurisdiction located in either Boston, Massachusetts or
New York City, New York, and you and Equinox each hereby
irrevocably consent to the jurisdiction of such courts and waive all
objections thereto.