MEMBER AGREEMENT – TERMS AND CONDITIONS

PICKLEVILLE CT LLC (“Pickleville”)

1 Valley Street

New Haven, CT 06515

Upon becoming a Member of Pickleville, you agree to the following terms and conditions, all of which are applicable to any and all services provided by Pickleville to you during the course of your relationship with Pickleville.

1. DEFINITIONS

“Member” shall mean any person or legal entity who contracts with Pickleville for the services provided by Pickleville, whether individually, as a group, or in any other manner.

“Services” shall mean any service provided by an employee or authorized contractor of Pickleville whether currently described by Pickleville or to be offered by Pickleville in the future.

“Services” shall consist of pickleball play and use of Pickleville’s facilities, or any other “Service” currently offered or offered in the future.

2. FEES and PAYMENT

Membership fees are due and payable in accordance with the membership option chosen by the member. All other services are billed at the time services are rendered.

3. MEMBER’S RIGHT TO CANCEL If you wish to cancel this Agreement, you may cancel by mailing or delivering written notice by certified or registered mail to the address shown at the top of this agreement. The notice must say that you do not wish to be bound by this Agreement and must be delivered or mailed before midnight of the third business day after you sign this Agreement. IF CANCELLED WITHIN THREE BUSINESS DAYS, YOU WILL BE ENTITLED TO A REFUND OF ALL MONEYS PAID.

You may also cancel this Agreement if you relocate your residence further than twenty-five miles from Pickleville. This contract may also be cancelled if you die, or if Pickleville ceases operations. If you become disabled, you shall have the option of (1) being relieved of liability for payment on that portion of the contract term for which you are disabled or (2) extending the duration of the original contract at no cost to you for a period equal to the duration of the disability. You must prove such disability by a doctor's certificate, which certificate shall be enclosed with the written notice of disability sent to Pickleville. Pickleville may require that you be examined by another physician agreeable to you and Pickleville at its expense. If you cancel, Pickleville may keep or collect an amount equal to the fair market value of the services or use of facilities you have already received. Member may cancel this Agreement at any time after the initial term referred to above, by written notice to Pickleville complying with the provisions set forth in the 'Cancellation Procedures' section as shown in this Agreement.

4. GENERAL: Pickleville expressly reserves the right to add to, eliminate, or alter any program, equipment, furniture or fixture when deemed necessary or desirable in its sole discretion. The information on this Agreement is the property of Pickleville. Membership does not confer on Member any ownership interest in Pickleville or any of its property. The hours of operation will be set by Pickleville and may be changed at any time in its sole discretion.

5. PAYMENT DEFAULT: If Member fails to pay any amount when due under this Agreement, Pickleville shall be entitled, at any time in its sole discretion, to suspend or cancel Member’s membership and to require Member to immediately pay all past due balances. Suspension or cancellation shall not relieve Member from the obligation to pay any unpaid balances. Any payments owing from Member to Pickleville that are not received when due shall bear interest at the highest rate permitted by law. If Member fails to pay any amount due to Pickleville when due, Member shall pay all costs and expenses of collection incurred by Pickleville, including reasonable attorney fees and expenses.

6. FREEZE POLICY: Except under extenuating circumstances, memberships within the initial term of this agreement may not be frozen. After the initial term has been satisfied, you may freeze your membership for a $10 fee. The freeze period must be at least one month but no longer than 3 consecutive months. If you need to freeze your membership for greater than 3 consecutive months you must contact Pickleville within 14 days of the end of the initial freeze period. A new freeze period will be initiated for an additional $10 fee.

7. RELOCATION: In addition to Member rights set forth under Member’s Right to Cancel as shown above, Member may cancel this Agreement if Member permanently moves his or her principal residence further than 25 miles from Pickleville; provided, that Member shall provide proof to Pickleville (which shall be satisfactory to Pickleville in its sole discretion) of Member’s new address, and that move is permanent (Individual cancellation fee applies). Member also acknowledges that if, at the time of this agreement, his or her principal residence, as entered on the first page of this agreement, is 25 miles or more from the location of Pickleville, the relocation policy shown above is no longer applicable. No Other Right to Cancel, Including for Non-Use of Facilities: This Agreement is not cancelable by Member except as expressly provided above including, without

limitation, by reason of failure by Member to utilize the facilities of Pickleville. Any cancellation of this agreement except as expressly provided above is subject to all remaining payments due at the time of cancellation.

8. CANCELLATION PROCEDURE: In the event of any such cancellation described in the preceding paragraph, Member shall be relieved from the obligation of making payment for services other than those received prior to the effective date of cancellation and Member shall be entitled to the fair market value for any unused portion of any prepaid dues or initiation fees. To effect any such cancellation, Member must deliver written notice to Pickleville in accordance with the provisions regarding notices set forth under the /Miscellaneous/ section below. Such notice shall be accompanied by any membership cards or other documents or evidence of membership previously delivered to Member. Cancellation shall be effective on the next monthly dues payment date (provided, that any such notice of cancellation that is not received by Pickleville at least 31 days prior to such next monthly dues payment date shall be effective on next succeeding monthly dues payment date). Member account must be current and in good standing before Pickleville will process any such request to cancel.

9. TEXT (SMS) MESSAGES: You give express written consent to Pickleville and its authorized service providers to contact you via text (SMS) at the cell phone number listed above for any matter related to your account, including collection of past due fees, as well as promotions, offers or other advertisements related to Pickleville's products, facilities or services.

10. HEALTH REPRESENTATIONS AND AGREEMENTS: Member represents and warrants to Pickleville that Member is in good physical condition and has no medical reason or impairment that could prevent Member from his or her intended use of Pickleville facilities. Member acknowledges that Pickleville has not given Member any medical advice before Member joined Pickleville and cannot give Member any such advice after Member joins Pickleville, whether related to the physical condition of the member, and ability to use the facilities and services of Pickleville or otherwise. Member acknowledges and agrees that Member will discuss any health or medical concerns with their physician or other health professional before using Pickleville facilities.

11. RESPONSIBILITY: All use of Pickleville’s facilities and property shall be undertaken at the sole risk of the Member or the Member’s Parent/Guardian, and Pickleville, its officers, management, directors, employees, contractors, agents, its successors or assigns as well as its officers and agents thereof, shall not be liable for any harm, injuries, or damage to Member or Member’s property of any type or be subject to any claim, demand, liability or damages whatsoever, including without limitation, those resulting from acts of active or passive negligence on the part of Pickleville, its officers, management, directors, employees, contractors, agents, its successors or assigns as well as its officers and agents thereof for all such claims demands liabilities damages actions or causes of actions. It is specifically agreed that Pickleville its officers, management, directors, employees, contractors, agents, its successors or assigns as well as its officers and agents thereof shall not be responsible or liable for articles lost, damaged, or stolen in about or in connection with Pickleville nor for loss or damage to any other of my property, including automobiles and contents. It is also agreed that any damages to Pickleville’s facilities or personal property and/or its Manager, employees, agents or assigns and officers, or the property of any member by another member is the sole responsibility of the offending Member or Member’s Parent/Guardian.

12. MISCELLANEOUS: (i) This Agreement shall be governed by the internal laws of the State of Connecticut without regard to principles of conflicts of laws, (ii) this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors and permitted assigns, (iii) this Agreement and the rights and obligations hereunder shall not be assignable or transferable by Member without the prior written consent of Pickleville. Consent may be withheld in absolute discretion of Pickleville, (iv) if any term or provisions of this Agreement is declared to be illegal, invalid or unenforceable for any reason whatsoever 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 laws, any such term or provision shall be restricted in applicability or reformed to the minimum extent for such to be enforceable and (v) all notices permitted or required to be given to Pickleville hereunder shall be given by personal delivery to the General Manager of Pickleville shown below or by certified mail, return receipt requested, addressed to Pickleville shown below, to the attention of the General Manager. MEMBER UNDERSTANDS THAT THEY ARE RESPONSIBLE FOR ALL REASONABLE COLLECTION FEES, COURT COSTS, AND ATTORNEYS’ FEES ASSOCIATED WITH THE ENFORCEMENT OF ANY PROVISION OF THIS AGREEMENT.

13. RULES AND REGULATIONS: Member acknowledges that Pickleville operates under rules and regulations established for the safety, comfort, and protection of Pickleville and its Members or other patrons and Member agrees and will abide by and be bound by all posted rules and regulations, as well as by rules and regulations subsequently approved and posted or published by Pickleville. Rules and regulation of Pickleville, in effect from time to time, are incorporated into this Agreement by reference and made a part hereof. Facilities, equipment, amenities, hours, service, regulations, and policies are subject to change, without prior notice, at the sole discretion of Pickleville, and Member accepts such reasonable changes as a condition of membership. ANY MEMBER FAILING TO ABIDE BY THE REQUIREMENTS OF THIS PARAGRAPH, THIS AGREEMENT, AND ANY AMENDMENTS OR ADDITIONS HERETO, MAY BE DISMISSED FROM PICKLEVILLE. IN SUCH

CIRCUMSTANCE, ALL OUTSTANDING FEES AND EXPENSES SHALL BE DUE AND PAYABLE, AND NO REFUND OF ANY TYPE SHALL BE PROVIDED.

14. REPRESENTATION OF CAPACITY: By agreeing to the terms of this Agreement, Member represents and warrants that they are 18 years or older, or that their Parent/Guardian is 18 years and older and authorized to act on their behalf, and all facts and information provided by Member to Pickleville are, in all material respects, true, correct, and complete.

Duly Authorized

FOR PARTICIPANTS OF MINORITY AGE (< 18 AT THE TIME OF REGISTRATION)

This is to certify that I, as parent/guardian with legal responsibility for this participant, have read this agreement and understand I am responsible to ensure that all rules, regulations, and terms of this agreement, including payment, are complied with and approve his/her participation at Pickleville, its sessions, or classes. I understand that I am responsible for all reasonable collection fees, court costs and attorney’s fees associated with any unpaid balances due according to this agreement.