SPRINGS RESORT & SPA – BATHHOUSE MEMBERSHIP AGREEMENT

This Membership Agreement (“Agreement”) covers the purchase of an annual membership for access to The Springs Resort & Spa located at 165 Hot Springs Blvd., Pagosa, CO 81147. Any additional purchases of products or services will be governed by this Agreement, and terms and conditions of any such add-ons are incorporated herein by reference.

Notice of Dues and Fees Renewal: Subject to the terms of this Agreement, if you are being billed monthly, this Agreement will automatically renew on an annual basis at the end of the Initial Term, and your monthly dues will continue to automatically bill each month until this Agreement is cancelled per its terms. Once your application is approved and upon each renewal term, you specifically authorize The Springs Resort & Spa to charge your debit or credit card for your first and last month's dues prior to your membership becoming effective.

Subject to applicable law and on notice to you, The Springs Resort & Spa may cancel this Agreement or change the amount of dues and charges payable hereunder after the Initial Term.

Club Access: Membership access to the Bathhouse at the Springs Resort & Spa, as well as access to the Terrace Pools varies by membership level. Blackout dates may apply depending on membership levels. Information regarding blackout dates is available at the Bathhouse at The Springs Resort & Spa or online at www.members.pagosahotsprings.com. All information, including, without limitation, blackout dates and times of operation are subject to change without notice.

NOTICE TO PURCHASER:

(1) If you decide you do not wish to remain a member of this health spa, you may cancel this contract by mailing to The Springs Resort & Spa by midnight of the third business day after the day you sign this contract with a notice stating your desire to cancel this contract. The written notice must be mailed by certified mail to the following address: The Springs Resort & Spa, Attn: Customer Care, 165 Hot Springs Blvd., Pagosa, CO 81147.

(2) If the Bathhouse at the Springs Resort & Spa goes out of business the contract will be automatically cancelled.

(3) If you die or become totally and permanently disabled after the date of this contract takes effect, you or your estate may cancel this contract by mailing a notice to The Springs Resort & Spa stating your desire to cancel this contract. Proof of disability or death may be required. The written notice must be mailed by certified mail to the following address: The Springs Resort & Spa, Attn: Customer Care, 165 Hot Springs Blvd., Pagosa, CO 81147.

Any holder of this agreement is subject to all claims and defenses which the debtor could assert against the seller for goods and services obtained with the proceeds hereof. Recovery hereunder by the debtor shall not exceed the amounts paid by the debtor hereunder.

Payment: I agree to pay and specifically authorize The Springs Resort & Spa to charge my debit or credit card (or any replacement card or account) for all amounts owed to The Springs Resort & Spa under this Agreement, including the amount I owe today, all recurring dues and fees, any unpaid past dues and fees, and all other amounts due, including taxes and other charges. If I have amendments, addendums or supplements to this Agreement for other services and products from The Springs Resort & Spa for which dues or fees are owed and have designated the same account for payment, I authorize The Springs Resort & Spa to debit or charge for all amounts designated for such account. I understand and agree that, subject to applicable law, amounts due may be processed in a single or multiple transactions and on the same or different billing dates, and that The Springs Resort & Spa may change the billing date(s) upon notice to me. I understand and agree that the amounts charged or debited to my account may vary from the amount shown in this Agreement due to increases in dues, applicable taxes or other fees and charges that I owe, and I waive advanced notice of such changes to the extent permitted by applicable law. If I have provided The Springs Resort & Spa with more than one method of payment, I authorize The Springs Resort & Spa to charge any amounts I owe to The Springs Resort & Spa to any form of payment I have provided until such time as I have revoked my authorization for that method of payment by written notification delivered to The Springs Resort & Spa or by removing the payment method through the app or online membership platform.

If charges are rejected or returned unpaid for any reason, I authorize The Springs Resort & Spa to resubmit the charges for payment one or more times. Further, subject to applicable law, I agree to pay fees of up to $25.00 for any electronic funds transfer or credit card charge not honored by my bank or credit card company, including non-payment as a result of insufficient funds, closed accounts, and declined credit card charges. Even after I cancel this Agreement, I agree to allow The Springs Resort & Spa to charge the amounts unpaid but owed by me to The Springs Resort & Spa.

I understand and agree that it is my obligation to review my bank and credit card statements monthly to verify appropriate amounts have been processed. If my account has been incorrectly charged or drafted, I agree to promptly notify The Springs Resort & Spa within 90 days of such charge. If I change the payment method, I agree to provide new form of payment within 7 days of any changes. The Springs Resort & Spa may terminate or restrict use of my credit card or my debit or bank information.

My agreement to the terms of this agreement constitutes my authorization for fees due today and for automatic and recurring charges or debits.

Guaranty: Any guarantor or account holder who agrees to the terms outlined in this agreement (“Guarantor”) guarantees the full payment of all amounts owed to The Springs Resort & Spa under this Agreement. This is a guaranty of payment and not collection and will be effective without notice of acceptance by the beneficiary hereof. This is a continuing guaranty. The Springs Resort & Spa may extend the time allowed for payment, modify this Agreement, and release other parties to this Agreement without affecting the obligation of Guarantor.

1. GENERAL: You have joined an annual membership program for the Bathhouse at the Springs Resort and Spa located at 165 Hot Springs Blvd., Pagosa, CO 81147. Hours of operation are set by The Springs Resort & Spa and may be changed at any time in its sole discretion. Hours of operation, addresses, and major facilities/services offered can be found at www.pagosahotsprings.com. The Springs Resort & Spa is not required to continue any particular programs, facilities, services, equipment, fixtures or furniture as part of its contractual obligations and may discontinue or change such items in its sole discretion. The information on this Agreement is the property of The Springs Resort & Spa and its subsidiaries. Membership does not confer on you any ownership interest in The Springs Resort & Spa or its property. The products and services offered at The Springs Resort & Spa are for members and patrons only. You must notify The Springs Resort & Spa within a reasonable time after any change in your address.

2. RULES AND REGULATIONS: You acknowledge the existence of and the need for rules and regulations governing your membership and use of The Springs Resort & Spa equipment and facilities, and participation in services (the “Rules and Regulations”). The Springs Resort & Spa reserves the right to modify, amend or supplement the Rules and Regulations from time to time in its sole discretion, and you agree to comply with the Rules and Regulations in effect and as they may hereafter be modified, amended or supplemented. The Springs Resort & Spa may cancel your membership (and any services or products purchased from The Springs Resort & Spa) at any time for breach of the Rules and Regulations or generally undesirable, abusive, or offensive behavior (as determined by The Springs Resort & Spa in its sole discretion) and you will not be entitled to a refund of any portion of dues paid to the date of cancellation. Your account must be current to access and use the Bathhouse at The Springs Resort & Spa. You are required to check-in each time you are at the Bathhouse, and failure to do so is cause for termination of this Agreement.

3. LIABILITY FOR PERSONAL PROPERTY: The Springs Resort & Spa shall not be liable to you, your children, your guests or invitees for any personal property that is damaged, lost or stolen while on or around The Springs Resort & Spa’s premises or at an off-site services location including but not limited to, a vehicle or its contents or property left in a locker. You shall be liable to The Springs Resort & Spa for any damage to The Springs Resort & Spa’s facilities and any toys, equipment, furniture or fixtures located thereon caused by you, your children, or your guests or invitees.

4. PAYMENT DEFAULT: If you fail to pay any amount when due under this Agreement, The Springs Resort & Spa shall be entitled, at any time in its sole discretion, to suspend or cancel your membership, and any services and products purchased by you and to require you to immediately pay all past due balances. In addition, The Springs Resort & Spa shall have the right to declare the entire remaining balance due and payable. Such suspension or cancellation shall not relieve you from the obligation to pay any unpaid balances. Any payments owing from you to The Springs Resort & Spa that are not received when due shall bear interest at the highest rate permitted by law. To the fullest extent permissible by applicable law, if you fail to pay any amount to The Springs Resort & Spa when due, you shall pay all costs of collection incurred by The Springs Resort & Spa, including reasonable attorney’s fees and expenses.

5. HEALTH REPRESENTATIONS AND AGREEMENTS: You represent and warrant to The Springs Resort & Spa that you are in good physical condition and have no medical reason or impairment that could prevent you from your intended use of The Springs Resort & Spa’s facilities, equipment, programs or services. You acknowledge that The Springs Resort & Spa has not given you any medical advice before you joined The Springs Resort & Spa and cannot give you any such advice after you join The Springs Resort & Spa, whether related to your physical condition and ability to use the facilities, equipment, programs and services of The Springs Resort & Spa or otherwise. You agree to discuss any health or medical concerns with your physician or other health professional prior to using The Springs Resort & Spa’s facilities, equipment, programs, and services.

6. MISCELLANEOUS: (i) This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, (ii) this Agreement and the rights and obligations hereunder shall not be assignable or transferable by you without the prior written consent of The Springs Resort & Spa, which consent may be withheld in The Springs Resort & Spa’s absolute discretion, (iii) unless prohibited by applicable law, The Springs Resort & Spa shall have the right to assign or transfer this Agreement without your consent and without prior notice to you, and (iv) if any term or provision of this Agreement is declared to be illegal, invalid or unenforceable for any reason by a court of competent jurisdiction, the illegality, invalidity or unenforceability shall not affect the validity of the remainder of this Agreement, and to the extent permitted by applicable law, any such term or provision shall be restricted in applicability or reformed to the minimum extent for such to be enforceable.

7. AGREEMENT TO ARBITRATION AND WAIVER OF TRIAL BY JURY AND CLASS ACTION RIGHTS. This Agreement shall be governed by the internal laws of the State of Colorado without regard to principles of conflicts of laws. You agree that you knowingly and voluntarily waive your right to a trial by jury in any action or proceeding relating to any and all claims you may have against The Springs Resort & Spa, its affiliates, parents, agents or any related parties. Any and all claims you may have against The Springs Resort & Spa, its affiliates, parents, agents, or any related parties must be submitted on an individual basis to binding arbitration. The arbitration shall be administered by the American Arbitration Association or JAMS in front of a single arbitrator in accordance with their applicable rules, or any other established ADR provider mutually agreed upon by the parties. Any judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. No claim can be submitted as a class, consolidated, collective or representative action.

8. CANCELLATION: Unless otherwise expressly provided in this Agreement, you may not cancel this Agreement or your obligation to make the required payments during the Initial Term or any subsequent Renewal Term, and any payments are non-refundable. You may cancel this Agreement by providing at least 30 days’ written notice prior to the start of a Renewal Term to The Springs Resort & Spa. If proper cancellation notice is given, this Agreement and all rights for you to access the Bathhouse at The Springs Resort & Spa will terminate at the end of the Initial Term or Renewal Term, and no further billings will occur.

To cancel you must: (1) deliver written notice in person to the Bathhouse facility (2) send written notice to: ATTN: The Springs Resort & Spa, Attn: Customer Care, 165 Hot Springs Blvd., Pagosa, CO 81147, or (3) email notice to info@pagosahotsprings.com. Notice shall be accompanied by evidence of membership. If mailed, certified mail return receipt requested is recommended. Subject to applicable law, your account must be current and in good standing before cancellation requests under this section will be processed. Failure to use The Springs Resort & Spa facilities or services shall not provide a basis for cancellation or refund unless otherwise specified in the NOTICE TO PURCHASER section of this Agreement.

Termination by The Springs Resort & Spa: The Springs Resort & Spa reserves the right to terminate your membership for any reason not prohibited by law. In the event The Springs Resort & Spa terminates your membership, you will be refunded any unused prepaid dues.

9. AUTHORITY TO MODIFY CONTRACT: Employees are not authorized to make any changes to this Agreement or to make any independent agreement with any member. You likewise cannot make alterations or changes to this Agreement.

10. CONSENTS, WAIVERS OF LIABILITY, INDEMNIFICATION:

WAIVER OF LIABILITY: You acknowledge that the use of The Springs Resort & Spa’s Facilities (and any activities conducted outside the Bathhouse, including but not limited to parking lots and other areas throughout The Springs Resort & Spa, or off-site), equipment, merchandise, services and programs involves and inherent risk of personal injury to you and your guests and invitees. You voluntarily agree to assume all risks of personal injury to you, your spouse, children, unborn children, other family members, guests or invitees and waive any and all claims or actions that you may have against The Springs Resort & Spa, any of its parents, subsidiaries or other affiliates and any of their respective shareholders, officers, directors, employees, agents, successors and assigns for any such personal injury (and no such person or entity shall be liable to you, your spouse, children, unborn children, other family members, guests or invitees for any such personal injury), including, without limitation: (I) injuries arising from participation in supervised or unsupervised activities and programs in exercise spaces, swimming pools, hat spring tubs, parks, parking lots or other areas inside or outside of The Springs Resort & Spa, (II) Injuries arising from The Springs Resort & Spa’s negligence, whether direct or indirect; (III) injuries, disease, infection or medical disorders resulting from being inside or outside of any area of The Springs Resort & Spa, including heart attacks, strokes, heat stress, sprains, broken bones and torn or damages muscles, ligaments or tendons; and (IV) accidental injuries within or outside of The Springs Resort & Spa facilities, including locker rooms, swimming pools, hot spring tubs, spas, showers, dressing rooms and off-sire locations. To the fullest extent permissible under applicable law, you also waive all claims against The Springs Resort & Spa, any of its parents, subsidiaries or other affiliates and any of their respective officers, directors, employees, agents, successors and assigns for any claims you may have under any of the state’s consumer protection statutes. The provisions of this paragraph shall survive the termination of this agreement and your membership.

ASSUMPTION OF RISK AND INDEMNIFICATION: You acknowledge that The Springs Resort & Spa (i) does not manufacture any of the products sold throughout the resort. Accordingly, neither The Springs Resort & Spa nor any of its parents, subsidiaries, or affiliates nor any of their respective officers, directors, employees, agents, successors or assigns (“Indemnified Parties”) shall be held liable for any such defective products. You shall indemnify the Indemnified Parties and save and hold each of them harmless against and pay on behalf of or reimburse any such Indemnified Parties as and when incurred for any losses which such Indemnified Parties may suffer, sustain or become subject to, as a result of, in connection with, relating or incidental to or by virtue of any claim that is the subject of the waiver set forth above. The provisions of this paragraph shall survive termination of your membership and this Agreement.

Do not sign this Agreement until you have read all pages or if it contains blank spaces. The terms on all pages are a part of this Agreement. You are entitled to a completely filled-in copy of this Agreement. By agreeing to the terms of this Agreement, you acknowledge that (A) this Agreement will become legally binding upon its acceptance by The Springs Resort & Spa, and (B) The Springs Resort & Spa makes no representations or warranties to you, either expressed or implied, except to the extent expressly set forth in this Agreement. This Agreement constitutes the entire agreement between you and The Springs Resort & Spa with respect to the subject matter hereof and supersedes any and all prior agreements, written or oral, with respect to such subject matter.

By providing your contact information and agreeing to the terms of this Agreement, you consent to being contacted about your membership and account by The Springs Resort & Spa, its agents and related parties at the phone number and email provided to us.

BY AGREEING TO THE TERMS OF THIS AGREEMENT, I ACKNOWLEDGE AND AGREE THAT I HAVE READ THIS AGREEMENT IN ITS ENTIRETY, I AGREE TO ALL TERMS, AND I HAVE A RECEIVED A COPY. I FURTHER CONSENT TO USE OF AN ELECTRONIC SIGNATURE TO RECORD MY AGREEMENT TO THE TERMS.

Legal Guardian: Any Member who is under the age of 18 must have a parent or legal guardian (“Legal Guardian”) co-sign this Agreement. Legal Guardian shall be jointly and severally liable for any and all obligations of such Member hereunder and shall be bound by all terms and conditions of this Agreement.