Terms and Condition

MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) is between incuDoctors, LLC (incuDoctors) and the undersigned applicant (“Member”). This Agreement includes and incorporates by reference (i) the provisions on the face of this Agreement, (ii) the attached Membership Agreement Terms and Conditions, (iii) the attached Guidelines of the incuDoctors as now in effect and as amended by the incuDoctors from time to time, and (iv) such rules and regulations as may be posted at the incuDoctors from time to time.

MEMBERSHIP AGREEMENT TERMS AND CONDITIONS

1. MEMBERSHIP: Your membership is a contractual privilege to use the incuDoctors facilities, equipment and services, and participate in incuDoctors sponsored activities, programs and events (collectively the “incuDoctors Facilities”) offered from time to time by the incuDoctors to your type of membership during the incuDoctors’s published hours of operation. The incuDoctors reserves the absolute right without notice to add, change or eliminate any incuDoctors Facilities or membership types and to change its hours of operation. Your membership does not entitle you to any interest or ownership in the incuDoctors or its property and confers no right to participate in the management or operation of the incuDoctors. The membership types, the amount of initiation fees, dues and other charges payable by the members, the suspension and termination of members, and all other matters affecting or relating to your membership shall be in the incuDoctors’s sole discretion.

2. PAYMENTS:
   • Membership Payments. You agree to pay the initiation fee and monthly dues rate set forth on the front of this Agreement. Monthly dues shall be debited from your account through electronic funds transfer system on a monthly basis and reflect the current month’s dues and the prior month’s charges. Except as stated in this Agreement, all membership fees, dues and other payments are nonrefundable. You shall not be relieved of your obligations to make any such payments and no deduction or refund of dues shall be made for your failure to attend or use the incuDoctors Facilities due to vacation, travel, or other personal commitments.

• Adjustment to Dues Rates and Other Fees. Monthly dues rates, charges and fees for services are subject to change, as deemed necessary by the incuDoctors. The incuDoctors may increase monthly dues rates by providing you with a minimum of thirty (30) days written notice.

• Service Charges and Late Fees. If any payment to the incuDoctors, including by check, charge or bank draft, is not honored, or if your account is past due, the incuDoctors shall have the right to the following remedies, in addition to any other legal or equitable rights: (1) assess a service charge of $30.00 for each dishonored transaction and require reimbursement for cost collection; (2) assess a late fee of $20.00 for all past due accounts; (3) collect the current and past due balance in any subsequent months; and/or (4) suspend or terminate this Agreement. The incuDoctors reserves the right to change these service fees and late fees at any time. All payment disputes must be submitted in writing to the incuDoctors within 120 days of the disputed charge, to the extent permitted by law. The incuDoctors may transfer this Agreement to a collection agency, and you will be obligated to pay any collection and/or legal costs incurred by the incuDoctors in enforcing this Agreement.

3. CANCELLATION:
   • Additional Rights to Cancellation. After the initial (3) three-day cancellation period set forth on the front of this Agreement, you may also cancel this Agreement for any of the following reasons: (1) if the services of the incuDoctors cease to be offered as stated in this Agreement. Written notice of cancellation setting forth the reason for cancellation under this section shall be delivered in person or sent by certified or registered United States mail to the incuDoctors at the address in this Agreement. All monies, excluding the initiation fee, paid pursuant to this Agreement canceled for any of the above reasons shall be refunded within fifteen (15) days of receipt of such notice of cancellation; provided that, the incuDoctors may (A) retain the expenses incurred and the portion of the total price representing the services used or completed; and (B) demand the reasonable cost of goods and services which you have consumed or wish to retain after cancellation of this Agreement. In no instance shall the incuDoctors demand more than the full contract price from you. If you have executed any credit or loan agreement to pay for all or part of the incuDoctors services.  Any reinstatement of a membership that is terminated, expired or canceled will require payment of a $50.00 reinstatement fee.

• Cancellation by Member. You may cancel your membership at any time after the paid commitment period indicated on the front of this Agreement, by giving the incuDoctors thirty (30) days advance written notice. Such cancellation shall be deemed effective on the first day of the calendar month following the expiration of the 30-day notice period and all outstanding dues and charges have been paid to the incuDoctors. You will remain liable for payment of dues and other charges for periods prior to the effective date of cancellation. If you prepaid your membership dues or other charges, and are eligible to cancel your membership before the end of the prepaid period, the incuDoctors will refund prepaid amounts only for unused membership time. Any amounts due by you will be deducted from any refund due to you. If you cancel during your paid commitment period, you will remain responsible for paying dues for the remaining commitment period. Until you provide written notice of cancellation as stated above and make all outstanding payments, you will continue to be charged monthly dues.

• Cancellation by the incuDoctors. The incuDoctors may suspend or cancel your membership at any time for (1) failure to pay your monthly dues and other charges when due; (2) any other breach of this Agreement; or (3) any violation of the Guidelines or other rules and regulations of the incuDoctors. The incuDoctors also has the right to cancel your membership at any time without cause. You will remain liable for payment of dues and other charges for periods prior to the effective date of cancellation. No refunds shall be made for membership dues and other charges except as specifically provided for in this Agreement. If your membership is terminated for cause, the incuDoctors reserves the right to retain the unused portion of any prepaid amounts made by you.

4. GUIDELINES, RULES, AND REGULATIONS: You agree to abide by the attached incuDoctors Guidelines, and all rules and regulations of the incuDoctors, as the same may be amended from time to time at the incuDoctors’s sole discretion. Any member who, in the sole determination of the incuDoctors, violates the incuDoctors’s Guidelines, rules or regulations, or is loud, offensive, uses profanity, harasses, is bothersome to other members, residents, guests or employees or otherwise behaves in an inappropriate or unbecoming manner, may be suspended or terminated by the incuDoctors.

5. MEMBER’S USE WARRANTY: You assume full responsibility for your and your clients’ use of the incuDoctors Facility and shall indemnify the incuDoctors, its affiliates, agents and employees, against any and all liability arising out of your use of the incuDoctors Facilities.

6. ACKNOWLEDGEMENT OF RISK: You, on behalf of yourself, and any dependent(s), patients and guests, represent that, you understand that engaging in physical exercise and the use of the incuDoctors Facilities includes an inherent risk of minor or major life threatening injury to persons and property, and death. You understand that risk of injury to persons and property includes, but is not limited to, injuries arising from or relating to (a) the use by you, your dependent(s), guests or others of the incuDoctors Facilities; (b) participation by you, your dependent(s), guests or others in any supervised and unsupervised activities, programs, classes, events on or off the incuDoctors premises, including any the incuDoctors sponsored activities and events; (c) any personal training, instruction, supervision by the incuDoctors or its staff; (d) accidents that may occur anywhere in or around the incuDoctors (including common areas, locker rooms, conference room, break room, waiting room and utility/storage area, etc.) or while participating in activities or events sponsored by the incuDoctors or while traveling to or from the incuDoctors; and (e) theft or loss of property while using the incuDoctors Facilities. Accidental injuries include those caused by you or by other persons and those, for example, of a slip and fall nature. You, your dependent(s) and guests agree to use due care when using any the incuDoctors Facilities and/or when participating in any incuDoctors sponsored activities and events.

7. DAMAGE TO PROPERTY: You understand and agree that the incuDoctors is not liable for loss, damage or theft of your personal property or that of your patients while in or on the incuDoctors Facilities. You shall be responsible for any and all damage to any incuDoctors property caused by you, your patients or your dependent children.

8. INDEPENDENT CONTRACTORS: From time to time the incuDoctors will make available to you and your patients the services of independent contractors. The incuDoctors does not warrant or guarantee the quality of these services and does not guarantee that these services will remain available to you or your guests for any period of time, and hereby disclaims all liability arising out of such services.

9. SEVERABILITY. If any provision or any part of any provision of this Agreement is held unenforceable, such provision or portion thereof, shall be severed from this Agreement, and such unenforceability shall not affect the other provisions of this Agreement.

10. NOTICES: Please remember to inform the incuDoctors front desk of any address or payment changes. Any notice given under this Agreement, shall be considered delivered when mailed to your address listed on the front of this Agreement or as later changed by written notice to the incuDoctors. Any notice you send to the incuDoctors shall be considered delivered only when received by the incuDoctors.

11. ASSIGNMENT: The incuDoctors may assign this Agreement in its sole discretion. You may not assign this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties respective successors and assigns.

12. COUNTERPARTS: This Agreement may be signed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be exchanged by fax or electronic means (e.g., PDF), all of which shall be binding.

13. ENTIRE AGREEMENT: This Agreement contains the entire agreement of the parties with respect to the subject matter hereof and supersedes any discussions, offers, proposals, agreements or promises with respect thereto. This Agreement may be modified only by a written amendment signed by you and the General Manager. Employees are not authorized to make any independent agreement.

14. GOVERNING LAW: This Agreement shall be governed by and construed in accordance with the laws of the State of New York. All actions arising under this Agreement shall be exclusively brought in a state or federal court in the City of New York.

15. ATTORNEYS’ FEES. If any action, suit, or other proceeding is brought relating to the enforcement or interpretation of this Agreement, the prevailing party shall recover all of such party’s reasonable fees and expenses, including attorneys’ fees and expenses incurred in connection with such action. This section shall not be deemed to provide for the award of attorneys’ fees for personal injury, or non-contractual claims.