REFIT LICENSE AGREEMENT

This AGREEMENT, made and entered into this ___ day of ____________, 2017 (“Effective Date”), by and between REFIT Revolution, LLC (“Refit Revolution” or “Licensor”), and ____________ (“Instructor” or “you”).

Whereas, Refit Revolution has developed a group fitness program that uses positive music, movements, and messaging to build community and impact lives and believes that fitness is for every body, and each workout is designed for all shapes, sizes, and fitness levels through a powerful body + mind + soul + spirit connection;

WHEREAS, Refit Revolution owns certain proprietary rights, interests, and intellectual property in and to the REFIT name and trademarks and information related to marketing and conducting REFIT fitness classes and programs (the “REFIT Proprietary IP”);

WHEREAS, Instructor wishes to become a Licensed REFIT® Instructor, having successfully completed Refit Revolution’s Instructor Training Course and duly executed an Instructor Release and Agreement  (attached hereto as Exhibit A”);

WHEREAS, Instructor seeks to obtain the right to use the REFIT trademarks as listed in Exhibit B and as updated by Refit Revolution from time to time (the “REFIT Marks”) in connection with marketing and conducting fitness classes in accord with the teachings of Refit Revolution’s Instructor Training Course and utilizing elements of the REFIT Proprietary IP (“REFIT Classes”) in                                                                                   (the “Territory”) as provided herein;

WHEREAS, Refit Revolution and Instructor wish to enter into a license agreement granting Instructor the right to use the REFIT Marks and REFIT Proprietary IP in connection with conducting, marketing, and promoting REFIT Classes in the Territory and setting forth the terms and conditions governing such use.

NOW, THEREFORE, in consideration of the foregoing and of the mutual covenants and promises hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Refit Revolution and Instructor, intending to be legally bound, hereby agree as follows:

Section 1.  Grant of License, Compensation, and Term.  Refit Revolution hereby grants Instructor a non-exclusive, royalty-free right and license to use the REFIT Marks and REFIT Proprietary IP in connection with conducting, promoting, and marketing REFIT Classes throughout the Territory during the Term of this Agreement and as specified herein.  Instructor is not authorized to grant sublicenses.  The Term of this Agreement shall take effect on the Effective Date and terminate one (1) year thereafter, unless during this time period it is extended by Instructor joining the All Access Membership Program (as described in Exhibit C) by executing a valid All Access Membership Program Agreement.  If Instructor executes a valid All Access Membership Program Agreement, the Term of this Agreement shall be extended to run concurrently with the term of Instructor’s membership in the All Access Membership Program and shall expire with said membership.  Instructor may not use the REFIT Proprietary IP or the REFIT Marks in any way other than as described in this Agreement.

Section 2.  Terms and Conditions of License. 

(a)        Class Restrictions:  You will comply with all REFIT Class policies and procedures provided by Refit Revolution including, but not limited to, the following:

(i)        except as otherwise specifically authorized or communicated in writing by REFIT, all Classes led or taught by you shall be led and taught solely by you.  No other instructor is authorized under this Agreement to teach a REFIT Class to your REFIT Class participants, unless (1) expressly authorized in writing by Refit Revolution, or (2) such other instructor is a Licensed REFIT® instructor who has executed a current, and valid REFIT License Agreement;

(ii)      the minimum age to conduct a REFIT Class is eighteen (18) years or age, or older, and as such, you represent you are at least eighteen (18) years of age.

(iii)      for any exercise class led or taught by you and utilizing or incorporating any elements of the REFIT Proprietary IP, at least 50% of the musical playlist for said Class must be comprised of choreography obtained from Refit Revolution via the All Access dashboard at www.refitrev.com or other Refit Revolution designated sources (“REFIT Official Choreography”);

(iv)      when leading, teaching, or conducting a REFIT Class, no other type of workout may be offered, performed, or taught.  Conducting a class branded with or marketed under the REFIT Marks with an alternative format or a format deviating from that outlined in Refit Revolution’s Instructor Training Course is hereby expressly prohibited;

(v)       all continuing education materials and practices must come directly from Refit Revolution. Instructors are not permitted to independently author content or advocate practices without the company’s express permission and involvement. For clarity, this includes creating and/or disseminating print or digital manuals, videos, seminars, presentations or other types of training materials. Instructors are welcome to informally share tips and ideas, collaborate creatively on choreography, marketing and related matters, but they may not appear to speak on behalf of Refit Revolution by communicating what could be construed as sanctioned policies or practices. All situations arising from this provision will be evaluated by Refit Revolution on a case-by-case basis at its sole discretion; and

(vi)      each participant in any REFIT Class taught by you shall be required by you, prior to participation in the REFIT Class, to sign the standard Waiver, Indemnification, and Release of Liability (attached as Exhibit D) covering (amongst others) Refit Revolution, and its members, managers, owners, officers, employees, contractors, agents and affiliates as indemnitees.

(viii)    Instructor acknowledges and agrees that Instructor will not teach a REFIT class or provide instruction in any other location than the REFIT studio (as specified in 2(c)(ii) herein) in the greater Waco, Texas, metropolitan area without prior consent from Refit Revolution.

(b)       Standard of Quality:  Instructor will at all times maintain the high standard of quality Refit Revolution has established for services offered in connection with the REFIT Marks.  Instructor shall conduct REFIT Classes only in facilities that are in a state of good condition and repair, and shall teach said classes in a manner consistent with the standard of quality of Refit Revolution’s Instructor Training Course. Instructor shall comply with all laws, regulations, and voluntary industry standards applicable to the services offered under the REFIT Marks, including but not limited to applicable laws relating to minors.  If at any point Refit Revolution determines, at its sole discretion, that the REFIT Marks are being used in a way that is disreputable or inappropriate or otherwise outside of the scope of the REFIT Classes, Refit Revolution has the right to demand that the Instructor remove the complained of content or revise the complained of activity or practice, and Instructor agrees to promptly comply with any such demand.  If Instructor does not promptly comply with Refit Revolution’s demand, Refit Revolution may immediately terminate this Agreement, Instructor’s membership in the All Access Membership Program, and remove Instructor’s designation as a Licensed REFIT® Instructor, and reserves the right to take any other appropriate legal action.

Instructor will cooperate with Refit Revolution in providing information, materials, representations and access to REFIT Classes and other events such that Refit Revolution may ensure compliance with its quality control standards.

(c)        Use of the REFIT Marks:

(i)        The REFIT Marks must be used in the formats shown in Exhibit B without modification except as may be modified from time to time by Refit Revolution.

(ii)       You may not use any of the REFIT Marks as part of aregistered business name, trade name, or DBA, or venue or location title.  For purposes of clarity and in no way limiting the foregoing, the only authorized REFIT branded studio is located at 1109 Richland Drive, Waco, TX 76710, and you are not authorized to use the REFIT Marks on exterior signage or otherwise as, or in connection with, the name of a studio.

(iii)      You are permitted to use the REFIT mark to identify the Instructor (e.g. John Doe, Licensed REFIT® Instructor) or a group of instructors (e.g. The Chicago REFIT® Posse), provided that all instructors in the group are Licensed REFIT® Instructors in good standing, and such identification is within the context of a REFIT Class or the promotion of REFIT Classes.

(iv)      You may not identify yourself as a Refit instructor for the purpose of promoting a business product or activity other than in the context of REFIT Classes or related promotional activities.

(v)       When using the REFIT Marks, you must use the appropriate trademark symbol (®) and comply with all other terms of this Agreement, including Section 2(d) below and any other trademark usage guidelines or instructions that Refit Revolution may provide.

(vi)      Where practicable, Instructor will use the following language on any promotional materials, whether in print or otherwise, in connection with use of the REFIT Marks:

The marks REFIT^®, REFIT REVOLUTION^®, and the R^® logo are owned by Refit Revolution, LLC, used under license. 

(vii)     You may not use the REFIT Marks in connection with any other marks, such that the presence of the REFIT Marks would convey that there is cobranding, or any affiliation or endorsement of the other brand by Refit Revolution, or vice versa.

(d)       Advertising/Marketing Materials:  Approved promotional materials are available for and may be provided to Instructor by Refit Revolution.  Only (1) approved promotional materials obtained through Refit Revolution, or (2) materials created by you and submitted to and approved by Refit Revolution, prior to use, are permitted for marketing purposes.  This paragraph applies to all marketing materials whether printed or online.

(i)        Online Use (Email, Social Media, Domain Names, Websites, etc.). The appropriate trademark symbol (®) must be included when using the REFIT Marks, name or logo in emails, on any social media platform, or on any website.  The home web address, www.refitrev.com, must be included: 1) in any email communication with REFIT Class participants; and 2) on the main page of any webpage or social media page using the REFIT Marks and owned or controlled by Instructor.  The main page of any webpage or social media page using the REFIT Marks and owned or controlled by Instructor must include the statement, “[insert Instructor’s name] is a Licensed REFIT® Instructor.”  The REFITREV and REFIT REVOLUTION marks may not be included in any email address or domain name owned or controlled by Instructor.  In addition, Instructor must adhere to the following guidelines when using the REFIT Marks:

(1) Domain Names/Websites. Refit Revolution has the right to remove or require the transfer of any domain name owned or controlled by Instructor which incorporates any of the REFIT Marks and Instructor hereby agrees to transfer said domain name to Refit Revolution and execute all documentation necessary for such transfer.

(2) Social media, Podcasts, Vlogs, etc. You may use the REFIT Marks on your social media pages in accordance with Refit Revolution trademark guidelines and instructions, however, the title of the page, post, and/or username may not contain the REFITREV or REFIT REVOLUTION marks.  This includes but is not limited to: social media accounts, social media groups, podcasts, blogs, and video blogs (“vlogs”).  If the title of the page, post, and/or username contains one or more or the REFIT Marks it must also contain: 1) your full name or specific location to clearly indicate you as the owner of the social media account or post; and 2) a written statement that the REFIT Marks are used under license as specified in 2(c) above..  Refit Revolution may ask the Instructor to change or remove the social media account, social media group, podcast, blog, vlog, or any similar online post or page, if the ownership is unclear or the content is misrepresentative of Refit Revolution (to be determined at Refit Revolution’s sole discretion), and you agree to promptly comply.

(3) Online Videos.  Instructor may not use the REFIT name, wear REFIT branded clothing, tag Refit Revolution, or otherwise use the REFIT Marks or associate themselves with Refit Revolution in any online videos shown on YouTube, Facebook Live, or any other online video platform – including podcasts or vlogs –  without express written permission from Refit Revolution.  Instructor may not promote his or her YouTube channel on any REFITREV social media page or account.  This includes but is not limited to the REFITREV, REFIT Instructors, and REFIT Moves Facebook pages.

(4) Choreography and/or class sharing. Instructor agrees to teach REFIT Classes in a live setting only.  No streamed or previously recorded classes may be shared with class participants.  No video of REFIT choreography or a REFIT Class may be posted online or otherwise shared or sold.  Choreography posted on the REFIT Moves Facebook page may not be shared on any other website or social media platform, including other REFIT or REFITREV pages without the express written consent of Refit Revolution.

(ii)       Refit Revolution’s materials, whether printed, on video (including but not limited to DVD or streaming content), or in any other fixed form, are subject to copyright protection. You are permitted to reproduce these materials for use in connection with your REFIT Class or associated promotional activities. Any use outside of the scope of your role as an Instructor and this Agreement, however, is expressly prohibited.

(iii)      Any recording of any REFIT Class or other meeting or convention held by Refit Revolution or its licensees is expressly prohibited.

(e)        Nature of relationship: The parties to this Agreement are independent, and no agency, partnership, joint venture, employee-employer or franchisee-franchisor relationship is intended or created by this Agreement.  Instructor agrees to execute such documents, and to cause its officers, directors, owners, and/or employees to execute such documents, as may be necessary to waive the application of any franchise laws and/or any rights thereunder, or to document compliance by Refit Revolution with the same.  Nothing herein or otherwise provided by Refit Revolution to Instructor shall operate as a guarantee or implication that he or she will successfully locate venues in which to teach REFIT Classes, participants for such REFIT Classes, or generate revenue from the activities authorized by this Agreement.  All fees paid by participants in REFIT Classes taught by Instructor shall be payable to Instructor.  Personnel involved in Instructor’s business shall at all times be employees or subcontractors/independent contractors of Instructor and not of Refit Revolution.  Instructor shall be solely responsible for payment of all compensation for such personnel and all related taxes and benefits for activities conducted at Instructor’s venue.  Instructor agrees to accept exclusive liability for complying with all applicable state, local and federal laws and any and all laws of the country of Instructor’s residence, as applicable, including, without limitation, obligations such as payment of taxes.  Instructor hereby agrees to indemnify and defend Refit Revolution against any and all such taxes, payments and obligations, including penalties and interest.  Neither Instructor nor any of Instructor’s agents or employees shall pass on any express or implied warranty on behalf of Refit Revolution to any third parties.  Neither party shall have any right or authority to make commitments on behalf of the other party, or to otherwise obligate or bind the other party in any manner whatsoever.

(f)        Competing products:  Instructor agrees that he/she will not manufacture, produce, market, sell, give away, or otherwise distribute any dance-exercise DVD, streaming class, apparel or any other products either 1) using the REFIT Proprietary IP, or 2) using the REFIT Marks, other than those produced and provided by Refit Revolution.

(g)       Outside Ventures:  Instructor agrees that he/she will not promote goods or services other than those of Refit Revolution while acting in her or his capacity as an Instructor.

(h)       Master Classes: You are authorized to conduct REFIT Master Classes, provided that such classes are clearly marketed as such.  A REFIT Master Class is described by any of the following attributes:

• A class led by multiple Licensed REFIT Instructors
• A class for a cause (e.g. Breast Cancer Awareness, Hurricane Sandy victims etc.)
• A class featuring a playlist varied from one of the outlined REFIT REMIX formats
• A class featuring a playlist longer than 60 minutes in length
• A class featuring a playlist comprised of only one genre of music

(i)        Media Requests, Opportunities and Press Releases: Any national opportunities for media exposure, publicity, or otherwise, must be approved by Refit Revolution and must include Refit Revolution representation, unless express written approval is otherwise received.  If any request for national media exposure is received by Instructor in connection with or as a result of their affiliation with Refit Revolution or services offered under the REFIT Marks, Instructor must contact Refit Revolution for approval prior to accepting such request.  If Instructor fails to comply with this Section, Refit Revolution may immediately terminate this agreement, Instructor’s membership in the All Access Membership Program, and remove Instructor’s designation as a Licensed REFIT® Instructor.  If at any point Refit Revolution determines, at its sole discretion, that Refit Revolution or the REFIT Marks have been misrepresented in any media, whether local or national, or have been presented in a way that is disreputable or inappropriate by Instructor, Refit Revolution may immediately terminate this Agreement, Instructor’s membership in the All Access Membership Program, and remove Instructor’s designation as a Licensed REFIT® Instructor. In the event the instructor is not aware of the coverage in advance, he or she will promptly notify Refit Revolution at the earliest possible opportunity along with a copy of the article, link, or information otherwise sufficient to identify the content or the location of the content.  An Instructor may not issue a press release without the permission and involvement of Refit Revolution.

(j)       Insurance and Certifications:  You shall maintain during the Term: (1) comprehensive general liability insurance, including individual automobile coverage, and (2) professional liability insurance.  Such coverage shall be maintained in a minimum amount of $1,000,000 and cover no less than the following activities: (i) bodily injury and property damage, (ii) personal and advertising injury, (iii) damage to premises rented to you, medical expenses, and (iv) professional liability.  You shall promptly supply Refit Revolution with proof of such insurance upon request.  You agree to add Refit Revolution as an additional insured under such policies immediately upon Refit Revolution’s request.  You agree to maintain a current CPR certification as long as you remain a Licensed REFIT® Instructor and will supply Refit Revolution with proof of certification if requested.

Section 3.  Proprietary Rights.  Instructor acknowledges that Refit Revolution is the sole and exclusive owner of the REFIT Marks and REFIT Proprietary IP, and that Instructor will not contest, or take any action or make any statement inconsistent with, Refit Revolution’s exclusive title to and ownership of the REFIT Marks or REFIT Proprietary IP, or the validity of Refit Revolution’s registrations for the REFIT Marks. Instructor agrees that all goodwill resulting from use of the REFIT Marks by Instructor shall inure to the benefit of Refit Revolution.

Section 4.  Termination.

(a)        Refit Revolution may immediately terminate this agreement if Instructor:

(i)        makes any use of the REFIT Marks that is not authorized under this agreement;

(ii)       uses any of the REFIT Marks outside of the Territory;

(iii)      takes any action that misrepresents Refit Revolution or the REFIT Marks, damages, harms, or impairs the REFIT Marks, or causes the reputation of Refit Revolution or the REFIT Marks to be called into question (to be determined at Refit Revolution’s sole discretion).

(b)       In the event that Instructor violates Section 2(b) of this Agreement, and such violation is not remedied within thirty (30) days, Refit Revolution may terminate this Agreement.

(c)        Notwithstanding anything herein to the contrary, Refit Revolution shall have the right to terminate this Agreement effective upon 30 days’ written notice to Instructor for any or no reason.

(d)       Upon termination of this Agreement pursuant to this Section 4 (or any other Section of this Agreement), Instructor shall, unless otherwise agreed in writing with Refit Revolution, immediately cease any and all use of the REFIT Marks and REFIT Proprietary IP.  The obligations set forth in Sections 5, 6, 7, and 10 shall survive any termination of this Agreement.

Section 5.  Indemnification.  Instructor will, for itself and its assigns, indemnify, defend and hold the Company, and its officers, directors, employees, agents, and affiliates (collectively, all such parties including Refit Revolution are referred to herein as the “Released Parties”) harmless from and against all demands, claims actions, judgments, losses, costs, damages or expenses, including attorneys’ fees and related expenses, which in any manner are caused by, arise from, or are incident to (i) any services performed by Instructor pursuant to this Agreement, (ii) Instructor’s breach of any obligations provided for under this Agreement; (iii) Instructor’s marketing or promotion of  fitness classes, or (iv) the Instructor’s use of the REFIT Marks, REFIT Proprietary IP, or other Refit Revolution materials. By execution of this Agreement, it is Instructor’s intention to surrender and waive any rights to exercise any legal action or seek any damages against Refit Revolution and all Released Parties.  You also confirm and represent that you have signed and agreed to an Instructor Release.  While Instructor is a Licensed REFIT® Instructor, Instructor agrees, from time to time, at Refit Revolution’s sole discretion, to execute an updated version of Refit Revolution’s Instructor Release should Refit Revolution make such a request.  Refit Revolution may institute additional restrictions and policies (as applicable to all REFIT Instructors) that shall be applicable to you upon ten (10) days’ notice to you.

Section 6.  Confidentiality

(a)        Confidentiality:  From time to time Refit Revolution may provide to Instructor information that is proprietary to its business (including the provisions of this Agreement) or is otherwise confidential or sensitive in nature (e.g., compilations of choreography, client contact information, marketing and financial information, and other information designated as such by Refit Revolution), some or all of which may be REFIT Proprietary IP (“Confidential Information”).  Instructor may use Confidential Information solely to perform its obligations under this Agreement and other agreements with Refit Revolution.  Instructor agrees that Instructor will treat all Confidential Information with the same degree of care as Instructor accords to Instructor’s own confidential information, but in no case less than reasonable care necessary to ensure such Confidential Information remains confidential.  Instructor shall not disclose Confidential Information, directly or indirectly, to any third party except: (1) in a manner expressly authorized by Refit Revolution; (2) to the extent necessary to comply with law, rule or regulation, the valid order of a court of competent jurisdiction, or the requirements of a governmental agency, in which event Instructor shall notify Refit Revolution in advance of disclosure and, upon the request of Refit Revolution, reasonably cooperate to limit the scope of the disclosure. For the sake of clarity, the REFIT Proprietary IP and any other information related to conducting REFIT Classes, including, but not limited to policies, procedures, compilations of choreography, playlists, marketing and financial information, client contact information provided by Refit Revolution and general standards of operation shall be deemed to be Confidential Information.  This Section shall survive expiration or termination of this Agreement for any reason.

Section 7.  Assignment; Transfer.  Except as provided herein, Instructor may not assign or transfer any or all its rights or obligations under this Agreement.  Refit Revolution may assign or transfer any or all of its rights or obligations under this Agreement.

Section 8.  Costs and Expenses.  Each party agrees to be responsible for its respective costs and expenses arising from their entry into this Agreement.

Section 9.  Governing Law.  This Agreement will be governed by and construed under the laws of the State of Texas.  Exclusive venue and jurisdiction over any action to enforce this Agreement shall be in the federal and state courts located in Waco, Texas.

Section 10.  Miscellaneous.

(a)        This Agreement is binding on and inures to the benefit of each party hereto, including its respective officers, directors, shareholders, agents, employees, attorneys, related companies, affiliates, heirs, assigns, successors, licensees and all those acting in concert with them or any of them.  Nothing expressed or implied in this Agreement is intended or shall be construed to confer upon or give any person or entity other than Refit Revolution or Instructor any rights or remedies under this Agreement.

(b)       The failure of either party to insist on compliance with any provision hereof shall not constitute a waiver or modification of such provision or any other provision nor shall resort to a remedy constitute a waiver of the right to resort to another remedy provided for under this Agreement.

(c)        If any provision hereof is held to be invalid or unenforceable by any court of competent jurisdiction or any other authority vested with jurisdiction, such holding shall not affect the validity or enforceability of any other provision hereto.

(d)       The section order and headings are for convenience only and shall not be deemed to affect in any way the language, obligations or the provisions to which they refer.

(e)        This Agreement, including this provision of the Agreement, may be amended or modified only in writing and when executed by both parties hereto.

(f)        This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original, and all of which together will constitute one agreement.  Signatures hereto may be exchanged electronically or via facsimile, which shall have the same force and effect as if in original form.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

EXHIBIT A

Instructor Release and Publicity Agreement

Because physical exercise can be strenuous and subject to risk of serious injury, we urge You to obtain a physical examination from a doctor before using any exercise equipment or participating in any exercise activity. You agree that by participating in physical exercise or training activities, you do so entirely at your own risk. Any recommendation for changes in diet including the use of food supplements, weight reduction and/or body building enhancement products are entirely your responsibility and you should consult a physician prior to undergoing any dietary or food supplement changes. You agree that you are voluntarily participating in these activities and assume all risks of injury, illness, or death. We are also not responsible for any loss of your personal property.

You acknowledge that you have carefully read this “waiver and release” and fully understand that it is a release of liability. You expressly agree to release and discharge REFIT Revolution, LLC and its members, managers, owners, officers, employees, contractors, agents, and affiliates (“Refit Revolution”) from any and all claims or causes of action and you agree to voluntarily give up or waive any right that you may otherwise have to bring a legal action against Refit Revolution for personal injury or property damage.

To the extent that statute or case law does not prohibit releases for negligence, this release is also for negligence.

Instructor further agrees that his/her name, voice, likeness, image, statements, and other identifying elements may be used in Refit Revolution’s marketing, publicity, social and other promotional materials without compensation to Instructor.  Instructor’s statements may be used in whole or in part and may be paraphrased, amplified and shortened to meet the requirements of copy, layout, and/or script, provided their general sense is not changed.  Instructor hereby waives any right to review or approve Refit Revolution’s marketing publicity, social and other materials that contain or include any such identifying elements.If any portion of this release and agreement shall be deemed by a Court of competent jurisdiction to be invalid, then the remainder of this release and agreement shall remain in full force and effect and the offending provision or provisions severed here from.

AGREED:

By signing, I acknowledge that I understand its content and that this release and agreement cannot be modified orally.

_________________________________

[Signature]

_________________________________

[Printed Name]

EXHIBIT B

Federal Records

Mark	Registration/Serial Number
REFIT	Reg. No. 4,279,308 Ser. Nos. 87/322,788, 87/322,791, 87/322,794
REFIT REVOLUTION	Reg. No. 5,239,046 Ser. No. 87/322,786
	Reg. No. 4,546,761

Other Trademarks / Versions

EXHIBIT C

All Access Membership Program:

The All Access membership will provide you with access to updates regarding materials, choreography, and continuing education materials.  An All Access membership will grant you access to the foregoing updates and materials as well as access to instructor resources, apparel and merchandise discounts, special event information, and numerous other benefits only available to All Access members.  All Access membership program is terminable by Refit Revolution at its sole discretion for any or no reason.  Fees for All Access membership are non-refundable and will be billed in accordance with the then current pricing and subject to the terms of this Agreement and all related agreements.  All REFIT All Access members agree to pay membership for a minimum of 3 months before cancellation or freezing becomes an option.   A frozen membership keeps Instructor’s license active, but Instructor is not authorized to access All Access resources or benefits.  Memberships may be frozen for a maximum of 3 months per calendar year.  All Access membership is optional, however, this Agreement, along with Instructor’s rights hereunder, expires one (1) year after the Effective Date.  Additional information about the REFIT All Access membership program is available at refitrev.com.

Exhibit D

Participant Release

Because physical exercise can be strenuous and subject to risk of serious injury, we urge you to obtain a physical examination from a doctor before using any exercise equipment or participating in any exercise activity. You agree that by participating in physical exercise or training activities, you do so entirely at your own risk. Any recommendation for changes in diet including the use of food supplements, weight reduction and/or body building enhancement products are entirely your responsibility and you should consult a physician prior to undergoing any dietary or food supplement changes. You agree that you are voluntarily participating in these activities and use of these facilities and premises and assume all risks of injury, illness, or death. We are also not responsible for any loss of your personal property.

You acknowledge that you have carefully read this “waiver and release” and fully understand that it is a release of liability. You expressly agree to release and discharge the trainer or instructor and REFIT Revolution, LLC and its members, managers, owners, officers, employees, contractors, agents, and affiliates (“Refit Revolution”) from any and all claims or causes of action and you agree to voluntarily give up or waive any right that you may otherwise have to bring a legal action against the trainer, instructor, or Refit Revolution for personal injury or property damage.

To the extent that statute or case law does not prohibit releases for negligence, this release is also for negligence.

If any portion of this release from liability shall be deemed by a Court of competent jurisdiction to be invalid, then the remainder of this release from liability shall remain in full force and effect and the offending provision or provisions severed here from.

AGREED:

By signing this release, I acknowledge that I understand its content and that this release cannot be modified orally.

_________________________________

[Signature]

_________________________________

[Printed Name]

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