Proskillz Sports Performance Terms of Service

1. Agreement. This agreement (“Agreement”) is between Proskillz Sports Performance (hereafter referred to as “Proskillz”) located at 740 Merritt Capital Drive Suite 108, Wake Forest, NC 27587, and the “Athlete” or Guadian of “the Athlete”.

2. Program.

a. Club Membership. Payment for Program Fees (“Program Fees”) are due immediately upon the date the Athlete signs this Agreement. Program Fees are paid by monthly automatic electronic payment (credit card, debit card, or automatic account draft). There shall be a 4% charge on ALL non-EFT drafts. Club membership agreements are 6-month terms.

b. Term Programs. Athlete’s first month at Proskillz may be prorated, contingent upon when this Agreement is initiated relative to the 25th of each month. Program Fees are only prorated once, upon initial enrollment with Proskillz.

c. Private Training Packages. All Private Packages are a pay as you go program that will be monitored by both Proskillz and the athlete through Pocketsuite software.

d. Subscription Programs. All Subscription Programs will automatically renew and be charged every 25th of the month from the date Athlete signs this Agreement (“Billing Cycle”) unless terminated in accordance with the Cancellation Policy.

e. SGT Programs. All small group training programs are 3-month subscription-based programming. Athletes choose any class with open availability per their agreement terms. At the conclusion of 3 month subscription, the athlete can make-up any approved missed classes through “makeup classes” or private sessions. If the athlete chooses private sessions, two SGT sessions will account for one private session.

f. Proskillz Facility Rental. All participants are required to sign this Agreement. The designated leader of the team for the party, rental, and/or league takes full responsibility for actions and events occurring during the rental, party, and/or league. Participants must hold proper insurance and have Proskillz listed on their certificate.

g. Right to Modify Program Fees. Proskillz has the right to increase Program Fees at any time.

h. Expiration of Programs. Upon the expiration of the term of this Agreement, the program shall automatically renew on a month-to-month basis unless Athlete provides Proskillz written notice of termination at least thirty (30) calendar days, but no more than sixty (60) calendar days, prior to the expiration of Athlete’s program. Notice of the intent to terminate must be sent via email to mmason@proskillztraining.com.

i. Taxes. Any and all taxes can and will be charged according to state and federal code.

j. Private Training Packages and Single Private Sessions. All private training packages and private one on one sessions expire twelve (12) weeks from the date of the last workout according to Pocketsuite software and Club records. Initials ______

3. Availability of Facility.

a. Open Gym or Scheduled Workouts. Proskillz provides an “Open Gym” facility only during scheduled and specific hours. Athletes with club membership may use the facility only during operating hours and not during scheduled events. Operating hours and current workout schedules are listed on our website and in the Proskillz App. Proskillz reserves the right to change operating hours and/or workout schedules at its sole discretion without any effect to this Agreement.

b. Limited Availability. Proskillz may close its facility for seminars, certifications, maintenance, selected holidays and other hours based on municipal requirements. Proskillz may delete, change, discontinue, repair, or replace any part or all of the facility without any effect on this Agreement. If no part of the facility is available to Athlete for more than seven (7) consecutive days (not including Sundays) for any reason, but less than fifteen (15) consecutive days (not including Sundays), except acts of nature, Proskillz will extend Athlete’s program, without additional Program Fees, for the same period the facility was unavailable. Should the facility become unavailable for more than fifteen (15) consecutive days (not including Sundays) for any reason including acts of nature, then the Athlete may elect to cancel the program effective the following first of the month. Proskillz will not be responsible for refunding any Program Fees paid, including advance payments up to twelve (12) weeks. Any programs that are paid for more than twelve (12) weeks in advance will have the portion corresponding to a term beyond twelve (12) weeks refunded.

c. Community Standards. Proskillz is a private, independent, community-driven company. The undersigned and the undersigned’s guests are asked to uphold behavioral standards that exist for the betterment of Proskillz’s community. Guests are asked to cooperate in preserving a community focused and family friendly atmosphere, free of inappropriate language, disrespect for others, and immodest dress. Pets, illegal drugs, weapons, alcoholic beverages and tobacco are prohibited anywhere on or at the facility.

d. No Show Policy. For all sessions, Athletes must cancel at least twelve (12) hours prior to their scheduled workout or that session will render as completed. For all SGT programs, Athletes must cancel at least twenty-four (24) hours prior to their scheduled workout to losing the session.

e. Limited Use. If Athlete knows or should know Athlete has a problem that might prevent Athlete from using Proskillz (i.e., medical or family emergency, business travel, vacation, etc.) and Athlete signs this Agreement, then Athlete agrees that Athlete’s Program is limited accordingly. However, because this is Athlete’s choice, Athlete still must pay Program Fees as if Athlete could use the facility; there will be no carry-over of Program Fees into subsequent weeks for any time unspent using the facility in a previous week. See Proskillz’s Freeze Policy for Club Membership and Cancellation Policy for training programs. Initials ______

4. Freeze Policy for Club Membership ONLY. In an effort to accommodate in-season and injured Athletes, all rookie, development and prep Athletes with one-year agreement terms have the option to freeze their training program for a maximum of two (2) months during the Agreement. Notice of freeze must be given two (2) weeks prior to the first day of the week to be frozen, via email to the general manager at Athlete’s local Proskillz facility. Athletes will not be billed for Club Membership during the frozen time. Billing will resume automatically upon end of freeze. The current membership Agreement will then be extended by the length of frozen term.

5. Training Services. Proskillz agrees to provide a sports trainer (“Performer”) to provide training services to Athlete. Unless such training services are provided at Proskillz, Athlete agrees to bear all costs associated with the training services, including the costs of all equipment and rental of the building or space in which training services are provided, if any.

6. Late Payment / Declined Credit Card Fees. Athlete is ultimately responsible for all Program Fees and costs. A Fifteen and 00/100 Dollar ($15.00) late payment will be due and payable for payments received past the tenth (10th) day after the date of Athlete’s bill. A returned check or declined credit card/debit card will result in a fee of Twenty-Five and 00/100 Dollars ($25.00). Athletes who are not current on payment will not be allowed to participate in workouts. Athlete understands and agrees to be held responsible for any and all collection costs incurred by Proskillz in securing late payments due to any reason.

7. Cancellation Policy. An Athlete may not cancel his/her Program at any time unless one of the following occurs:

a. Relocation. Athletes may cancel this Agreement if Athlete moves more than twenty (20) miles away from a Proskillz location. Notice of Athlete’s intent to cancel must be sent within ten (10) days prior to cancellation via email to the general manager of Athlete’s Proskillz facility, which is provided in the signature block at the end of this Agreement.

b. Death or Permanent Disability. Athlete may cancel if Athlete becomes totally and permanently disabled during the duration of this Agreement.

c. Signing Guarantee. Athletes with a Club Membership may cancel the remainder of their Agreement within thirty (30) days of signing, if (i) Athlete checks into at least six (6) workouts prior to cancelling; and (ii) Athlete’s attendance in at least six (6) workouts is verified by Pocketsuite software

d. Proskillz SGT Program. Athletes may cancel an SGT with notice of intent to cancel given at least thirty (30) calendar days prior to the end of the current Billing Cycle. Notice of intent to cancel must be sent via email to the general manager of Athlete’s Proskillz facility, which is provided in the signature block at the end of this Agreement

e. Club Membership. The Club Membership is a set price paid monthly. Athletes may cancel a Club Membership with notice of intent to cancel given at least thirty (30) calendar days prior to the date Athlete wishes to cancel the Program. Said written notice must be sent via email to the general manager of Athlete’s Proskillz facility, which is provided in the signature block at the end of this Agreement. Athlete acknowledged that once a Club Membership is cancelled before it’s term, fifty (50%) of the remaining balance is due and owed by Athlete.

f. Cancellation Fee. For any reason other than those listed above, a cancellation fee equal to seventy-five percent (75%) of the pro-rated value of the remainder of Athlete’s Agreement must be paid, and it must clear the bank before cancellation may occur. Notice of Athlete’s intent to cancel must be sent within ten (10) days prior to cancellation via email to the general manager of Athlete’s Proskillz facility, which is provided in the signature block at the end of this Agreement

8. Lost or Stolen Articles. Proskillz assumes no responsibility for any lost or stolen articles. Lost and found articles not claimed after thirty (30) days will be donated to charity or thrown away, at the sole discretion of Proskillz.

9. Smoking, Alcohol, Food and Drink. No smoking is allowed in any part of the facility. Food or drink may be taken into the facilities if it is in a non-breakable, enclosed container. No alcohol or glass is permitted anywhere on the premises.

10. Social Media Release. By signing below, Athlete hereby grants Proskillz Sports Performance and Proskillz’s RESPECTIVE AFFILIATES (COLLECTIVELY REFERRED TO IN THIS PARAGRAPH AS “PROSKILLZ”) the unconditional right and unrestricted permission to use Athlete’s likeness, image, voice, and or appearance in a photograph, video, or other digital media (“photo” or “photos”) in any and all of its publications, including web-based publications, without payment or other consideration. The athlete understands and agrees that all photos will become the property of Proskillz and will not be returned. The athlete hereby irrevocably authorizes Proskillz to edit, alter, copy, exhibit, publish, or distribute these photos for any lawful purpose. In addition, the Athlete waives any right to inspect or approve the finished product wherein Athlete’s likeness appears. Additionally, Athlete waives any right to royalties or other compensation arising or related to the use of any such material. Athlete hereby holds harmless, releases, and forever discharges Proskillz from all claims, demands, and causes of action which Athlete, Athlete’s heirs, representatives, executors, administrators, or any other persons acting on Athlete’s behalf or on behalf of Athlete’s estate have or may have by reason of this authorization or use of photos. Proskillz agrees to comply with applicable privacy laws. By signing this Agreement, Proskillz is allowed to send news and promotional offers to Athlete via phone call, text message, email, or any other form of communication or social media. To opt out, Athlete must send “STOP” to the designated form of communication Athlete wants to opt out from.

11. RELEASE OF LIABILITY, INDEMNITY, AND ASSUMPTION OF RISK. PROSKILLZ (DBA PROSKILLZ SPORTS PERFORMANCE) PROVIDES ATHLETE AND THE GENERAL PUBLIC WITH GROUP FITNESS, SPORTS AND SKILL TRAINING, AND OTHER RELATED SERVICES (THE “PROGRAM”). BY SIGNING BELOW, ATHLETE ACKNOWLEDGES AND AGREES TO THE FOLLOWING: ATHLETE REPRESENTS THAT ATHLETE IS PHYSICALLY FIT TO PARTICIPATE IN THE PROGRAM AND THAT PRIOR TO PARTICIPATION IN THE PROGRAM, ATHLETE HAS CONSULTED A PHYSICIAN REGARDING ANY LIMITATIONS OR MEDICAL RISKS THAT ATHLETE HAS IN RELATION TO THE PROGRAM AND CERTIFIES THAT ATHLETE IS FREE FROM ANY SUCH LIMITATIONS AND MEDICAL RISKS. ATHLETE FURTHER UNDERSTANDS AND AGREES THAT THE PROGRAM INVOLVES PHYSICAL EXERTION AND STRENUOUS PHYSICAL ACTIVITY BY ATHLETE, WHICH ENTAILS CERTAIN RISKS AND SERIOUS BODILY INJURY AND/OR DEATH MAY OCCUR. FOR EXAMPLE, PHYSICAL CONTACT WITH OTHER PARTICIPANTS, EQUIPMENT OR SURFACES MAY OCCUR DURING THE PROGRAM. WITH FULL KNOWLEDGE OF THE RISKS OF SERIOUS BODILY INJURY AND DEATH, ATHLETE VOLUNTARILY CHOOSES TO PARTICIPATE IN THE PROGRAM AND (I) HEREBY FOREVER RELEASES, COVENANTS NOT TO SUE, DISCHARGES AND WAIVES ALL LIABILITY ON BEHALF OF PROSKILLZ, IT'S EMPLOYEES, EXECUTIVES, AGENTS, TRAINERS (THE “PERFORMER”) AND FRANCHISE RELATED AFFLIATIES (INCLUDING WITHOUT LIMITATION TO PROSKILLZ SPORTS PERFORMANCE, OWNERS, SUBSIDIARIES, PARTNERS, SPONSORS, ASSIGNS, OWNERS AND LESSEES OF THE PREMISES, CONSULTANTS, VOLUNTEERS AND CONTRACTORS (THE "RELEASEES") FOR ANY BODILY INJURY OF ANY KIND, PROPERTY DAMAGE OR DEATH, SUFFERED BY ATHLETE AS A RESULT OF ATHLETE’S PARTICIPATION IN THE PROGRAM, REGARDLESS OF WHETHER SUCH BODILY INJURY OR DEATH WAS DUE TO NEGLIGENCE OF ANY KIND COMMITTED BY PROSKILLZ OR THE RELEASEES OR OTHERWISE, (II) AGREE TO INDEMNIFY AND HOLD HARMLESS PROSKILLZ AND THE RELEASEES FROM ANY LOSS, LIABILITY, OR COST THEY MAY INCUR ARISING OUT OF OR RELATED TO ATHLETE’S PARTICIPATION IN THE PROGRAM AND/OR WORKOUT PLAN. ANY COMMUNICATION, INJURY, AND MISCONDUCT, AND (III) ASSUME FULL RESPONSIBILITY FOR ANY BODILY INJURY, DEATH OR PROPERTY DAMAGE ARISING OUT OF OR RELATED TO ATHLETE’S PARTICIPATION IN THE PROGRAM AND/OR USE OF THE FACILITY.

12. Supervision of Children. Athletes must be seven (7) years of age or older and supervised by a parent or legal guardian at all times while enrolled in any Proskillz Program. Proskillz will be the sole determiner if a child between the ages of 7 and 18 may participate in any Proskillz workouts. This determination will take into account the following and other factors: physical and emotional maturity, physical ability to safely perform exercises, and ability to follow instructions

13. Rules and/or Regulations. Athletes who do not observe Proskillz rules and regulations or who abuse equipment in any fashion will be asked to leave. Proskillz reserves the right to terminate the Program of anyone who refuses to observe any of Proskillz’s rules or regulations. Not all rules and regulations are listed in this Agreement and are subject to change at any time at the sole discretion of Proskillz, with, or without notice Proskillz reserves the right to add, change or remove rules, conditions of Program, opening and closing hours, and all services and facilities offered by Proskillz.

14. Conduct. Proskillz reserves the right to immediately terminate Athlete’s use of, or access to, the Proskillz facility at any time if Proskillz decides at its sole discretion that Athlete has breached this Agreement or any relevant law, rule or regulation or Athlete has engaged in conduct that Proskillz considers to be inappropriate or unacceptable. Proskillz is committed to the health, safety, and welfare of each of its Athletes and staff and will not tolerate unreasonable, threatening, obscene, harassing, indecent, or illegal behavior. Proskillz has the right to judge behavior and respond accordingly. This right includes, but is not limited to, termination of Program without refund of any Athlete engaging in unacceptable behavior.

15. Damages. Athletes or Guardians of Athletes shall pay for any damages to Proskillz property which results from the willful or negligent conduct of Athlete, Athlete’s guest, or dependent children.

16. Affirmation of Liability Waiver. In the event that Athlete is entering into a Program agreement following a free trial or other low-cost, short-term promotional offering, Athlete hereby agrees, assents and covenants that in the event Athlete does not sign a liability waiver in conjunction with this Agreement, the liability waiver executed in conjunction with the free trial or short-term promotional offering shall be treated as if Athlete executed the liability waiver contemporaneously with this Agreement, and all terms and conditions of the liability waiver hereby apply to Proskillz’s provision of services under this Agreement in addition to the services provided pursuant to the free trial.

17. Entire Agreement. This Agreement constitutes the entire and complete agreement of the parties with respect to the transaction contemplated hereby, and conversations, undertakings, representations, promises, inducements, warranties or statements not reduced to writing and expressly set forth herein shall be of no force or effect whatsoever. This Agreement may not be modified, altered or amended except by a written instrument executed by both parties.

18. Severability. If one or more provisions of this Agreement, including without limitation the Proskillz Liability Waiver & Release executed simultaneous to this Agreement which is incorporated by reference as though fully set forth throughout, are held to be unenforceable under applicable law, the balance of the Agreement shall be interpreted as if such provision were so excluded and the balance of the Agreement shall be enforceable in accordance with its terms.

19. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original. Each Party may rely upon a facsimile or an electronic version of this Agreement, either of which shall be deemed to be sufficient. Further, this Agreement and any amendment thereto, may be signed electronically through any program in compliance with the ESIGN Act of 2000.

20. Governing Law. Any controversy or claim arising out of or relating to this Agreement (except for any claim by Proskillz in collection of any amounts due hereunder as a result of Program Fees) shall be resolved through arbitration pursuant to the Federal Arbitration Act, and such arbitration shall be the exclusive, final and binding remedy. The parties agree that the arbitration shall take place in Wake County, Raleigh, North Carolina, or where able telephonically, and will be through the American Arbitration Association (“AAA”), a public service, non-profit organization that offers unbiased dispute resolution services. The arbitrator shall apply the internal laws of the State of North Carolina (without giving effect to its conflict of laws principles). Judgment upon any award reached by the Arbitrators may be entered in any federal or state court having jurisdiction thereof. The arbitration shall take place before a single arbitrator jointly selected (or appointed by the AAA if the parties are unable to agree upon an arbitrator within ten days). The non-prevailing party shall be responsible for payment of the full costs of the arbitrator and reasonable expenses of the prevailing party including attorney fees and expert witness fees. The award rendered by the arbitration shall be entered in any court having jurisdiction thereof.

21. Attorney’s Fees and Collection. If Proskillz institutes collection efforts, regardless if a lawsuit is filed against Athlete, to enforce its rights under this Agreement for any amounts due hereunder, then Athlete agrees to pay all costs, expenses and reasonable attorneys’ incurred by Proskillz attributable to the enforcement of this Agreement.

22. Waiver. No conduct or course of action undertaken or performed by the Parties hereto shall have the effect of, or be deemed to have the effect of modifying, altering or amending the terms, covenants and conditions of this Agreement. Failure of any Party to exercise any power or right given hereunder or to insist upon strict compliance with the terms hereof shall not be, or be deemed to be, a waiver of such Party’s right to demand exact compliance with the terms of this Agreement.

23. Confidentiality. Athlete agrees to keep the specific terms of Athlete’s Program Fees confidential.

24. Miscellaneous. a. The training services created by Proskillz, which may include data, techniques, materials, programs, methods, manuals, and other information used in carrying out the terms of this Agreement, are the sole property of Proskillz and may not be used, replicated, disclosed, published or sold without prior written consent from Proskillz. Other than access to Proskillz’s regular workout schedule, programs or services provided to Athlete are done as a courtesy and may be stopped by Proskillz at any time. b. Athlete has read, and fully agrees to the term of this Agreement and understands and agrees that by signing this Agreement (which contains a waiver, release and assumption of risks) Athlete has given up considerable future legal rights. Athlete has signed this Agreement freely, voluntarily, under no duress or threat of duress, without inducement, promise or guarantee being communicated to him/her. Athlete certifies and warrants that he/she is eighteen (18) years of age or older and mentally competent to enter into this Agreement. c. Proskillz retains the right to alter the terms of this Agreement at any time. d. This Agreement is subject to COVID 19 Addendum attached, which must be complied with at all times unless and or until we remove such guidance. This may limit availability or participation in otherwise offered services. e. If any provision of this Agreement is invalidated by a Court of competent jurisdiction, then all of the remaining provisions of this Agreement shall remain in full force and effect, provided that the Parties may still effectively realize the complete benefit of the promises and considerations conferred hereby.