Ora STUDIOS — TERMS OF USE

Florida edition · Version 1.0

ORA Studios and Wellness LLC, d/b/a Ora Studios

Effective Date: [EFFECTIVE DATE] · Last Updated: [DATE] · Version 1.0

1. AGREEMENT TO THESE TERMS

1.1 Parties. These Terms of Use (“Terms”) form a binding contract between you and ORA Studios and Wellness LLC (Florida Document No. L26000237809), a Florida limited liability company doing business as Ora Studios (“Ora,” “we,” “us”). They govern your access to and use of the Ora mobile application, www.orastudios.co, our in-studio check-in devices, our email and text message programs, and all bookings, memberships, class packs, and content made available through them (the “Services”).

1.2 Your acceptance. By creating an account, clicking a button or checking a box indicating acceptance, booking a class, purchasing a membership or class pack, or otherwise using the Services, you agree to these Terms and to the Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Services.

1.3 Notice of important provisions. These Terms affect your legal rights. They include an assumption of risk and release of liability for physical injury (Section 12), a mandatory individual arbitration agreement and class action waiver with a thirty-day opt-out right (Section 23), a jury trial waiver, disclaimers of warranty and limitations on our liability (Sections 19–20), and limits on when claims must be brought (Section 23.10).

1.4 Record of your agreement. You agree that your electronic acceptance is the legal equivalent of your handwritten signature, that our records of the version of these Terms you accepted and the date, time, and device of acceptance are admissible and constitute conclusive evidence of your agreement absent clear proof of error, and that you will not contest the validity or enforceability of these Terms on the ground that they were accepted electronically.

1.5 Changes. We may amend these Terms. We will post the amended Terms with a new “Last Updated” date and, for material changes, give at least thirty days’ advance notice by email and in-app. Material changes apply prospectively only. Continued use after the effective date is acceptance. If you do not agree, stop using the Services and cancel under Section 7.5. If we materially amend Section 23, you may reject the amendment within thirty days under Section 23.9, and the prior version will govern claims that accrued before the amendment.

1.6 Your membership agreement. These Terms govern your use of the Services. Your membership or class pack is a separate written contract — the Ora Studios Florida Membership Agreement — which carries the disclosures Florida law requires and is summarized in Schedule 2. Where that agreement and these Terms conflict as to the price, term, cancellation, refund, or freeze of your membership, the Membership Agreement controls. Section 26 explains which entity operates each studio location if we add locations in the future.

2. ELIGIBILITY

2.1 You must be at least eighteen years old and able to form a binding contract to hold an account.

2.2 Adults only. Ora Studios classes are open to participants aged 18 and over. We do not admit minors to classes, do not permit accounts to be created for or on behalf of a minor, and do not knowingly collect personal information from anyone under 18. If we learn that a minor has created an account, we will close it. If we later admit participants under 18, we will amend these Terms and adopt the additional consent and waiver requirements Florida law requires before doing so.

2.3 Entities. If you accept these Terms for an employer wellness program or other entity, you represent you are authorized to bind it, and “you” includes that entity.

2.4 Excluded persons. You may not use the Services if we have previously suspended or removed you, or if your use would violate applicable law or sanctions.

3. ACCOUNTS

3.1 You agree to provide accurate, current, and complete information and to keep it updated. Booking, billing, safety, and emergency-contact functions depend on it.

3.2 You are responsible for the confidentiality of your credentials and for all activity under your account, authorized or not. Notify us immediately at members@orastudios.co of any unauthorized access.

3.3 No sharing or transfer. Accounts, memberships, class packs, credits, and loyalty points are personal to you and may not be shared, sold, transferred, or assigned. Check-in credentials may be used only by the person to whom they are issued.

3.4 Closing your account. You may close your account in the Services or by writing to members@orastudios.co. Closing an account does not cancel a recurring membership (see Section 7.5), does not entitle you to a refund except as stated here or required by law, and does not terminate the provisions that survive under Section 25.8.

4. THE SERVICES; NOT MEDICAL ADVICE

4.1 The Services let you view schedules; reserve, waitlist, and cancel classes; purchase memberships, class packs, and retail items; check in; track attendance; and communicate with studio staff.

4.2 No medical advice. THE SERVICES — INCLUDING CLASS DESCRIPTIONS, INTENSITY RATINGS, PROGRESS METRICS, INSTRUCTOR CUES, RECOMMENDATIONS, AND ANY AUTOMATED SUGGESTION — ARE PROVIDED FOR GENERAL FITNESS AND INFORMATIONAL PURPOSES ONLY AND ARE NOT MEDICAL, DIAGNOSTIC, THERAPEUTIC, NUTRITIONAL, OR PHYSICAL-THERAPY ADVICE. We are not a health care provider. No instructor, staff member, or feature of the Services acts as one, and nothing in the Services creates a provider-patient relationship.

4.3 Consult a licensed physician before beginning or resuming exercise, and particularly before participating in classes conducted in a heated environment. Never disregard or delay medical advice because of anything in the Services. In an emergency, call 911.

4.4 Metrics are estimates. Heart rate, calorie, effort, range-of-motion, and similar values displayed by the Services or an integrated device are estimates, are not validated for clinical use, and must not be relied on for any medical purpose.

4.5 Changes. We may add, modify, suspend, or discontinue any part of the Services, any class format, any location, or any class time at any time, and may impose limits on features or access, without liability.

5. RESERVATIONS, CANCELLATIONS, AND FEES

5.1 Reservations. A reservation is confirmed only when the Services display a confirmation and, where applicable, deduct a credit or apply a membership entitlement. Spot and equipment assignments are made at our discretion and may be reassigned for safety or operational reasons.

5.2 Booking windows and waitlists. Booking windows and waitlist rules are as stated in the Services and may vary by location, membership tier, or class format. If you are automatically enrolled from a waitlist, your reservation is subject to the same late-cancellation and no-show charges as any other reservation. You are responsible for monitoring notifications and removing yourself from a waitlist you no longer want.

5.3 Check-in. You must check in by the time stated in the Services. For the safety of the class, we may deny entry to late arrivals, and a denied entry is treated as a no-show.

5.4 Cancellation, late cancellation, and no-show. You may cancel without charge before the cancellation deadline stated in the Services and in Schedule 1. Cancelling after that deadline forfeits the class credit or, for unlimited memberships, incurs the late-cancellation fee. Failing to check in forfeits the credit or incurs the no-show fee. Current windows and fee amounts are displayed in the Services at the time of booking and are incorporated into these Terms.

5.5 Authorization to charge. YOU AUTHORIZE US TO CHARGE YOUR PAYMENT METHOD ON FILE FOR LATE-CANCELLATION AND NO-SHOW FEES WITHOUT FURTHER NOTICE OR AUTHORIZATION.

5.6 Discretionary waiver. We may waive a fee in our discretion. A waiver in one instance is not a course of dealing and does not obligate us to waive any other fee.

5.7 Classes we cancel. We may cancel, combine, shorten, relocate, or substitute the instructor for any class. If we cancel a class, we will restore the credit or extend the affected membership benefit, which is your sole and exclusive remedy for a cancelled class.

5.8 Chargebacks. If you dispute a validly assessed charge with your card issuer rather than contacting us, we may suspend your account and recover the disputed amount and associated processing costs. Contact members@orastudios.co first.

6. PURCHASES, PRICING, AND PAYMENT

6.1 Prices are in U.S. dollars and exclude applicable taxes, which are added at checkout where required.

6.2 Authorization. You represent that you are authorized to use the payment method you provide and authorize us and our payment processor to charge it for all amounts you incur, including memberships, class packs, single classes, fees under Section 5, retail purchases, and taxes.

6.3 Processing. Card payments are processed by our payment processor under its own terms. We do not store full payment card numbers.

6.4 Failed payments. If a charge is declined, we may retry it, suspend booking privileges and freeze loyalty points until the balance is cured, and terminate the membership after the period stated in Schedule 1. You remain responsible for amounts accrued before termination.

6.5 Class packs and credits. Class packs expire as disclosed at the point of sale and in Schedule 1. Where applicable law prohibits or limits expiration of a prepaid item, that law controls and the affected credits will not expire or will expire on the longest period the law permits.

6.6 Pricing errors. If a price, credit balance, or promotional offer is displayed in error, we may correct it and cancel any affected order, refunding amounts actually paid. Nothing in this Section permits us to retain payment for a service we do not deliver.

6.7 Refunds. Except as stated in these Terms, disclosed at the point of sale, or required by law, purchases are final and non-refundable. This Section does not waive any right you have under a state health studio, health spa, physical fitness services, or prepaid services statute.

7. MEMBERSHIPS AND AUTOMATIC RENEWAL

7.1 AUTOMATIC RENEWAL. MEMBERSHIPS ARE MONTH-TO-MONTH. THERE IS NO MINIMUM TERM AND NO EARLY-TERMINATION FEE. IF YOU PURCHASE A RECURRING MEMBERSHIP, IT AUTOMATICALLY RENEWS AT THE END OF EACH BILLING PERIOD AND YOUR PAYMENT METHOD ON FILE WILL BE CHARGED THE THEN-CURRENT RATE, PLUS TAX, WITHOUT FURTHER ACTION BY YOU, UNTIL YOU CANCEL.

7.2 Pre-enrollment disclosures. Before you enroll, we present, clearly and conspicuously and separately from any other term: the membership description and benefits; the recurring charge and billing frequency; the term and that it renews automatically until cancelled; the deadline and method to cancel before the next charge; the terms of any free trial or introductory rate and the amount charged on conversion; and any minimum commitment. You must affirmatively consent to those terms before we charge you.

7.3 Acknowledgment. After enrollment we send you a written acknowledgment retaining the automatic-renewal terms, the cancellation policy, and cancellation instructions.

7.4 Price changes. We will give at least thirty days’ advance notice by email and in-app before an increased rate applies, stating the new amount, its effective date, and how to cancel. Continuing after the effective date accepts the new rate.

7.5 HOW TO CANCEL. You may cancel at any time, effective at the end of the then-current billing period, by any of these methods, each available to every member regardless of how they enrolled:

(a) in the Services — Account → Membership → Cancel Membership, which takes effect immediately on confirmation and requires no call, chat, retention offer, or interaction with any representative;

(b) by email to members@orastudios.co; or

(c) by mail to 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953.

To avoid the next charge, cancel at any time before your renewal date. There is no advance-notice requirement. We will confirm your cancellation in writing. Cancellation is not conditioned on returning anything, completing a survey, or accepting an offer.

7.6 Effect. You retain access through the end of the paid period. Except as Section 7.7 or applicable law provides, we do not prorate or refund the current period. Loyalty points are treated under Section 8.3.

7.7A Florida statutory rights. Your Membership Agreement is a health studio contract governed by Fla. Stat. § 501.017, and our automatic renewal practices are governed by Fla. Stat. § 501.165 and the Federal Trade Commission’s negative option rule. Nothing in these Terms limits any right those statutes give you. The Florida disclosures are reproduced in Schedule 2 and in your Membership Agreement.

7.7 Statutory cancellation rights. Nothing in this Section limits any non-waivable right you have to cancel and receive a refund under applicable law, including the three-day cooling-off right and the other rights given by Fla. Stat. § 501.017; cancellation on relocation beyond the distance stated in Schedule 1, on death, or on a disability preventing participation, with reasonable documentation; or cancellation because we materially fail to provide the Services or close your studio without a reasonably comparable substitute. Where such a right applies, we refund the pro rata unused portion as the statute requires. Schedule 2 contains the disclosures Florida law requires.

7.8 Freezes. Where offered, freezes are subject to the minimums, maximums, and fees stated in the Services. A freeze is not a cancellation.

8. LOYALTY PROGRAM

9. PROMOTIONS, TRIALS, AND REFERRALS

9.1 Promotional offers, intro packs, trials, and referral bonuses are subject to the additional terms disclosed with the offer, which form part of these Terms. Offers are limited to new clients and to one per household or payment method unless stated otherwise, may not be combined, and are void where prohibited.

9.2 Trials convert. IF YOU ENROLL IN A FREE TRIAL OR DISCOUNTED INTRODUCTORY PERIOD TIED TO A RECURRING MEMBERSHIP, IT CONVERTS AUTOMATICALLY TO A PAID MEMBERSHIP AT THE THEN-CURRENT RATE UNLESS YOU CANCEL BEFORE THE TRIAL ENDS. We disclose the conversion date and amount before enrollment and send a reminder before conversion as required by law.

9.3 Referral integrity. You may not spam, purchase, automate, or self-direct referral traffic or misrepresent the Services to obtain a bonus.

10. STUDIO RULES AND CONDUCT

10.1 You agree to comply with posted studio rules, instructor directions, safety and equipment protocols, hygiene requirements, and capacity limits, including rules on hydration, heat acclimatization, equipment sanitation, footwear, personal property, and phone use.

10.2 Recording in studio. You may not photograph, film, or record any class, participant, or instructor without our prior written consent and the consent of each person recorded.

10.3 Removal. We may deny entry to, remove, suspend, or permanently ban any person whose conduct is, in our reasonable judgment, unsafe, disruptive, harassing, discriminatory, intoxicated, dishonest, or in violation of these Terms or studio rules, without refund except as required by law.

11. HEALTH REPRESENTATIONS

11.1 You represent that you are in good physical condition, have no condition or impairment making participation unsafe, and have disclosed any condition, injury, pregnancy, medication, or limitation relevant to your safe participation.

11.2 You agree to modify or stop any movement that causes pain, to hydrate, and to leave the heated room if you feel unwell. You are solely responsible for monitoring your own condition during class.

11.3 Health information is voluntary. You are never required to provide health information to book a class or hold a membership. What you provide is used only as described in the Privacy Policy.

12. ASSUMPTION OF RISK, RELEASE, AND WAIVER

12.1 The activity. You understand that hot pilates, reformer pilates, and related classes are strenuous physical activities frequently conducted in an environment heated to as much as 102°F with elevated humidity, using springs, straps, carriages, towers, and other resistance apparatus, on surfaces that may become wet.

12.2 Risks assumed. You acknowledge that participation involves inherent and other risks, including heat exhaustion and heat stroke; dehydration and hyponatremia; dizziness, fainting, and falls; muscle, tendon, ligament, and joint strains, sprains, and tears; spinal injury; pinched or crushed extremities; equipment failure, spring release, and carriage movement; contact with other participants; communicable illness; cardiac events; permanent disability; and death. You expressly assume all such risks, whether known or unknown, and whether arising from the inherent nature of the activity, the condition of the premises or equipment, or the ordinary negligence of Ora or its instructors, employees, or agents.

12.3 Release. To the fullest extent permitted by applicable law, you release, waive, and discharge Ora and its parents, subsidiaries, affiliates, independent studio operators, landlords, officers, directors, employees, instructors, contractors, agents, insurers, successors, and assigns (the “Released Parties”) from all claims, demands, damages, causes of action, and liabilities arising out of or relating to your participation in classes or presence at any studio, including claims arising from the ordinary negligence of the Released Parties, and you covenant not to sue on any such claim.

12.4 Express carve-outs. THIS RELEASE DOES NOT APPLY TO, AND YOU DO NOT WAIVE, ANY CLAIM ARISING FROM GROSS NEGLIGENCE, RECKLESSNESS, WILLFUL OR WANTON MISCONDUCT, INTENTIONAL WRONGDOING, OR FRAUD, OR ANY LIABILITY THAT MAY NOT BE RELEASED UNDER APPLICABLE LAW. Nothing here limits any right under a workers’ compensation statute or any non-waivable consumer protection right.

12.5 Third-party claims. You agree to indemnify the Released Parties against claims brought by a third party arising out of your conduct at a studio in each case to the extent permitted by law.

12.6 Construction. If any portion of this Section is held unenforceable, the remainder is enforced to the maximum extent permitted, and this Section is construed to give effect to the parties’ intent to allocate the inherent risks of physical exercise to the participant.

12.7 Separate waiver controls. You will also execute a separate Participant Waiver, Assumption of Risk, and Release before your first class. In the event of a conflict, the separate Participant Waiver controls as to matters within its scope.

13. EMERGENCY CARE

You authorize Ora and studio staff, in the event of an apparent medical emergency and where you are unable to consent, to summon emergency medical assistance, to administer or arrange first aid or automated external defibrillation, to disclose to responding personnel the health and emergency-contact information in your account, and to contact your emergency contact. You are financially responsible for any emergency medical treatment or transport provided to you. This Section does not create a duty to render aid beyond what the law requires.

14. USER CONTENT AND LIKENESS

14.1 You retain ownership of reviews, ratings, feedback, photos, videos, posts, and other material you submit (“User Content”).

14.2 License. You grant us and our affiliates and service providers a worldwide, non-exclusive, royalty-free, fully paid, sublicensable, transferable license to host, store, reproduce, modify for formatting and technical purposes, publish, display, perform, and distribute your User Content in connection with operating, promoting, and improving the Services, for as long as it remains on the Services and for a commercially reasonable period thereafter for backup and legal retention.

14.3 Your representations. You represent that you own or have all rights necessary to grant that license; that your User Content infringes no intellectual property, privacy, publicity, or contractual right; that it is not unlawful, defamatory, obscene, harassing, hateful, or deceptive; and that it contains no other person’s personal information without consent.

14.4 No duty to monitor. We are not obligated to monitor User Content and are not responsible for it. We may screen, refuse, edit, remove, or restrict any User Content at any time without notice or liability. Removal is not an admission and creates no duty to remove other content.

14.5 Feedback. Any suggestion or feedback about the Services is non-confidential, and we may use it for any purpose without attribution or compensation.

14.6 Name and likeness. We will not use your name, image, voice, or likeness in paid advertising without your separate written consent, which you may revoke prospectively by writing to info@orastudios.co. Consent for one campaign does not extend to another. Incidental appearance in a photograph or recording of a class or event for which notice was posted may be used for internal operational purposes.

15. INTELLECTUAL PROPERTY AND PROHIBITED CONDUCT

15.1 Our rights. The Services and all content in them other than User Content — software, code, text, class programming and sequences, choreography, audio, video, images, graphics, design, trademarks, and trade dress — are owned by us or our licensors. Nothing transfers ownership to you.

15.2 Your license. Subject to your compliance, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use the Ora application on a device you control and to access the Services for your personal, non-commercial use.

15.3 Prohibited conduct. You will not, and will not permit any third party to: (a) copy, modify, reverse engineer, decompile, or create derivative works of the Services, except where that restriction is unenforceable; (b) scrape, crawl, harvest, index, or use any automated means to access the Services or collect data from them; (c) use the Services or their content to develop, train, or evaluate any machine learning or artificial intelligence model; (d) resell, sublicense, or rent the Services, or use them to operate a competing studio or booking service; (e) circumvent or interfere with any security, authentication, rate-limiting, geofencing, or access-control feature, or attempt unauthorized access to any account, system, or data; (f) transmit any virus or harmful code or impose an unreasonable load on our infrastructure; (g) use bots, scripts, or multiple or fictitious accounts to reserve classes, manipulate waitlists, accumulate points, or claim promotions; (h) impersonate any person or use another person’s account or credential; (i) remove or alter any proprietary notice; or (j) use the Services unlawfully or in violation of these Terms.

15.4 App stores. Use of the application obtained from the Apple App Store or Google Play is also subject to that provider’s terms. Apple terms: these Terms are between you and us, not Apple; Apple has no maintenance or support obligation; Apple is not responsible for any warranty, product liability, intellectual property, or consumer protection claim relating to the application; Apple and its subsidiaries are third-party beneficiaries of this Section and may enforce it; and you represent that you are not located in an embargoed country or on a U.S. restricted-party list.

15.5 Copyright complaints. Send notices meeting 17 U.S.C. § 512(c)(3) to our designated agent: [DMCA AGENT], 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953, info@orastudios.co. We will respond as the DMCA requires and will terminate the accounts of repeat infringers. Misrepresentations in a notice may create liability under § 512(f).

16. THIRD-PARTY SERVICES AND WEARABLES

16.1 The Services may integrate with third parties you choose to connect, including payment processors, wearable and health platforms, calendar services, corporate wellness and benefit networks, class aggregators, and social media. Those services operate under their own terms and privacy policies, and we are not responsible for them.

16.2 Health data. We access data from a wearable or health platform only with your separate, revocable authorization and only for the purposes disclosed at connection. We do not sell health platform data or use it for advertising. You may disconnect at any time in Account → Connected Apps; disconnection stops further collection and you may request deletion of data already received.

16.3 Aggregator bookings. If you reserve through a third-party aggregator, that provider’s cancellation, refund, and credit rules govern your transaction with it and you must resolve billing disputes with that provider. Our studio rules and Sections 11–13 still apply to your participation.

16.4 Links. Links to third-party sites are for convenience and are not endorsements.

17. COMMUNICATIONS AND TEXT MESSAGES

17.1 Electronic communications. You consent to receive notices, agreements, disclosures, receipts, and other communications electronically, including by email, in-app message, and push notification, and agree that electronic delivery satisfies any requirement that a communication be in writing.

17.2 Transactional messages. By providing your mobile number you agree that we may send you transactional text messages about your account, reservations, waitlist status, class changes, billing, and safety.

17.3 Marketing messages — your express written consent. BY CHECKING THE SEPARATE MARKETING CONSENT BOX, YOU GIVE Ora STUDIOS YOUR PRIOR EXPRESS WRITTEN CONSENT TO SEND YOU RECURRING MARKETING TEXT MESSAGES AND TELEPHONE CALLS AT THE NUMBER YOU PROVIDED, INCLUDING MESSAGES AND CALLS MADE USING AN AUTOMATED SYSTEM THAT SELECTS AND DIALS TELEPHONE NUMBERS, AN AUTOMATIC TELEPHONE DIALING SYSTEM, OR AN ARTIFICIAL OR PRERECORDED VOICE.

(a) Consent is not a condition of purchase. You are not required to give this consent to buy anything from us, and we will serve you identically if you decline.

(b) Message frequency varies. Message and data rates may apply. Carriers are not liable for delayed or undelivered messages.

(c) How to stop. Reply STOP to any marketing message to opt out, or HELP for help. You may also opt out by writing to members@orastudios.co or calling 772-333-4140. After you reply STOP, we will send one final confirmation message and then send no further marketing messages. We will stop sending marketing messages within fifteen (15) days of your request, and we honor opt-outs across every marketing program we operate. To start receiving marketing messages again, reply START or complete the opt-in process again; either way, we treat it as a new, separately logged consent.

(d) Who is messaging you. Every marketing message identifies Ora Studios as the sender and includes a telephone number at which you can reach us.

(e) Before you sue. If you believe we have sent you a message in violation of the Florida Telephone Solicitation Act, Fla. Stat. § 501.059, you agree to notify us at info@orastudios.co and give us fifteen (15) days to stop, as that statute contemplates. This does not limit any right the statute gives you.

17.4 Your number. You represent that you are the subscriber or customary user of each number you provide, that the number is yours to give, and that you are authorized to consent to receive messages and calls at it. You agree to notify us immediately at members@orastudios.co if you relinquish, transfer, or change that number, and you agree that we may rely on your representation until you tell us otherwise.

17.5 Email, push, and transactional messages. Unsubscribe from marketing email using the link in any such message; disable push notifications in your device settings. You may not opt out of transactional or safety communications while you hold an account.

17.6 Monitoring and recording. We and our service providers may monitor, record, and retain calls, chats, and support communications, and may record or replay your interactions with our website and app, for quality, training, security, fraud prevention, and service improvement. Where notice or consent is required, we provide notice at the point of collection and obtain consent before recording. Our service providers act solely on our behalf, are contractually prohibited from using the information for their own purposes, and do not sell it. BY CONTINUING AFTER SUCH NOTICE, YOU CONSENT TO THAT MONITORING AND RECORDING.

17.7 SMS program terms

This summary is provided in the standard format used by mobile carriers. It restates the commitments in 17.2 and 17.3 above and does not replace them.

Program description. By opting in, you agree to receive recurring automated text messages from Ōra Studios (“we,” “us,” “our”) at the mobile number you provided. Messages may include class and appointment reminders, waitlist and schedule updates, account and billing alerts, safety notices, customer support follow-ups, and promotional offers. Consent to receive these messages is not a condition of any purchase.

Message frequency. You may receive up to [X] messages per month. Message frequency may vary depending on your activity and interactions with us.

Message and data rates. Message and data rates may apply. Charges are billed by and payable to your mobile service provider. Please contact your wireless carrier for details about your messaging plan.

How to opt out and get help. You can unsubscribe from the SMS service at any time by replying STOP to any message we send you. After you send STOP, you will receive a one-time confirmation message, and no further messages will be sent. If you want to rejoin, you can sign up again using the original opt-in method or reply START. For help or more information at any time, reply HELP to any of our messages. You can also contact us directly at info@orastudios.co or 772-333-4140.

Carrier liability. Carriers are not liable for any delayed or undelivered messages.

Privacy. How we handle the information you give us is described in our Privacy Policy.

18. PRIVACY

Our collection and use of personal information is described in the Privacy Policy, incorporated by reference. To the extent these Terms and the Privacy Policy conflict as to the treatment of personal information, the Privacy Policy controls.

19. DISCLAIMERS

19.1 THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

19.2 WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT ANY DEFECT WILL BE CORRECTED; THAT ANY RESERVATION CONFIRMATION, WAITLIST NOTIFICATION, OR PUSH NOTIFICATION WILL BE DELIVERED OR DELIVERED ON TIME; THAT ANY METRIC WILL BE ACCURATE; OR THAT THE SERVICES WILL BE FREE OF HARMFUL COMPONENTS.

19.3 NO ADVICE OR INFORMATION OBTAINED FROM US OR THROUGH THE SERVICES CREATES ANY WARRANTY NOT EXPRESSLY STATED HERE.

19.4 SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY EXCLUSIONS. TO THAT EXTENT THIS SECTION MAY NOT APPLY TO YOU, AND NOTHING HERE LIMITS A NON-WAIVABLE STATUTORY WARRANTY OR CONSUMER PROTECTION RIGHT.

20. LIMITATION OF LIABILITY

20.1 No indirect damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER WE NOR THE RELEASED PARTIES WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA, GOODWILL, OR LOYALTY POINTS, OR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, ON ANY THEORY, WHETHER OR NOT WE WERE ADVISED OF THE POSSIBILITY.

20.2 Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS YOU PAID US IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED DOLLARS ($100).

20.3 Carve-outs. THIS SECTION DOES NOT APPLY TO (A) LIABILITY FOR DEATH OR BODILY INJURY CAUSED BY OUR GROSS NEGLIGENCE, RECKLESSNESS, OR WILLFUL MISCONDUCT; (B) FRAUD OR FRAUDULENT MISREPRESENTATION; OR (C) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE MAY NOT APPLY TO YOU.

20.4 Basis of the bargain. THE ALLOCATIONS IN SECTIONS 19 AND 20 ARE AN ESSENTIAL BASIS OF THE BARGAIN AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

21. INDEMNIFICATION

You will defend, indemnify, and hold harmless Ora and the Released Parties from any claim, loss, liability, damage, cost, and expense (including reasonable attorneys’ fees) arising out of or relating to (a) your breach of these Terms or of any representation in them; (b) your User Content; (c) your violation of law or of any third party’s rights; (d) your use or misuse of the Services or any studio; (e) your conduct at a studio or event; or (f) any activity under your account. We may assume the exclusive defense and control of any matter subject to indemnification at your expense, and you will cooperate. You may not settle any matter imposing an obligation on us without our prior written consent.

22. SUSPENSION AND TERMINATION

22.1 We may suspend or terminate your account and access at any time, with or without notice, including if we reasonably believe you have violated these Terms, engaged in fraud or abuse, created a safety risk, or failed to pay amounts due.

22.2 On termination your license ends, outstanding loyalty points are forfeited to the extent permitted by law, and you must stop using the Services. If we terminate without cause and you hold a prepaid membership or unused class pack, we will refund the unused pro rata portion.

23. BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY DECIDE YOUR CLAIM. SECTION 23.9 EXPLAINS HOW TO OPT OUT.

23.1 Informal resolution first. Before initiating arbitration, you and we will attempt in good faith to resolve any Dispute informally for at least sixty days after written notice. Your notice must go to info@orastudios.co and 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953 and must state your name, the email and phone number on your account, a description of the Dispute, and the relief sought; ours goes to your account email. Either party may request an individualized telephone or videoconference settlement conference, at which each side may be represented by counsel. The sixty-day period tolls any applicable limitations period, and completion of this process is a condition precedent to commencing arbitration.

23.2 Agreement to arbitrate. If the Dispute is not resolved under Section 23.1, you and we agree that any dispute, claim, or controversy arising out of or relating to these Terms, the Services, any membership, purchase, fee, loyalty point, advertisement, communication, or your relationship with us — whether based in contract, tort, statute, fraud, misrepresentation, or any other theory, including claims under consumer protection, privacy, data security, wiretapping, telephone consumer protection, and automatic renewal statutes, and whether arising before, during, or after termination (a “Dispute”) — will be resolved exclusively by final and binding individual arbitration, and not in court, except as Sections 23.5 and 23.6 provide.

23.3 Delegation. The arbitrator, and not any court, has exclusive authority to resolve all threshold issues, including the formation, existence, scope, applicability, interpretation, enforceability, revocability, and validity of this Section and whether a Dispute is arbitrable, except that a court of competent jurisdiction, and not the arbitrator, decides the enforceability of the class action waiver in Section 23.7.

23.4 Rules and procedure. Arbitration is administered by JAMS under its [Streamlined Arbitration Rules and Consumer Minimum Standards] then in effect (the “Rules”), as modified here. The Federal Arbitration Act governs the interpretation and enforcement of this Section. A single arbitrator is selected under the Rules and applies the substantive law of Florida and applicable federal law, honors all privileges recognized at law, and issues a written award stating the essential findings and conclusions. The arbitrator may award any individual relief a court could award, including statutory damages, individualized declaratory or injunctive relief, and attorneys’ fees where a statute or contract provides for them, but may not award relief to or against any person who is not a party to the arbitration. Judgment may be entered on the award in any court of competent jurisdiction. Arbitration is held in the county of your residence, at a mutually agreed location, or — for claims under $25,000 — by telephone, videoconference, or written submission at your election.

23.5 Small claims. Either party may bring an individual claim in small claims court in the county of your residence if it qualifies and remains there on an individual basis.

23.6 Injunctive relief for IP and system misuse. Either party may seek temporary or preliminary injunctive relief in court to prevent actual or threatened infringement or misappropriation of intellectual property, unauthorized access to systems or data, or breach of Section 15.3, without waiving any other provision of this Section.

23.7 CLASS ACTION AND JURY WAIVER. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate or join more than one person’s claims, may not preside over any representative proceeding, and may award relief only in favor of the individual party seeking relief and only to the extent necessary to that party’s individual claim. YOU AND WE ALSO WAIVE ANY RIGHT TO TRIAL BY JURY on any Dispute that proceeds in court. If this Section 23.7 is held unenforceable as to a particular claim or request for relief, that claim or request is severed and heard in court under Section 24, the remainder of Section 23 continues to apply to all other claims, and any severed claim is stayed pending completion of the arbitration. Nothing here prevents you from participating in a class-wide settlement.

23.8 Fees. Filing, administrative, and arbitrator fees are governed by the Rules. Where the Rules or applicable law would require you to pay a fee exceeding what you would pay to file the same claim in court, we will pay the excess on request. We will not seek our attorneys’ fees or costs from you unless the arbitrator finds the claim or relief sought frivolous or brought for an improper purpose under the standard of Federal Rule of Civil Procedure 11(b), or a statute provides otherwise.

23.9 YOUR RIGHT TO OPT OUT. You may reject this arbitration agreement by written notice to info@orastudios.co or 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953 within thirty days after you first accept these Terms. The notice must state your name, the email and phone number on your account, and that you reject the arbitration agreement in Section 23. A timely rejection means Section 23 does not apply to you and Section 24 governs; it affects no other provision and does not affect your use of the Services.

23.10 Limitations period. Each party must commence any Dispute within the period allowed by the applicable statute of limitations. Florida law voids any contractual provision shortening a limitations period, and we do not attempt to shorten one. Section 23.1 tolls the limitations period during the informal resolution process.

23.11 Confidentiality. The parties will keep the existence, content, and result of any arbitration confidential, except as necessary to prepare or present the claim or defense, to comply with law or a court order, or to enforce or challenge the award. This Section does not prohibit you from communicating with a government agency or from disclosing information to your own counsel, accountant, or insurer.

23.12 Severability and survival. Except as Section 23.7 provides, if any part of this Section is unenforceable, the remainder is given full effect. This Section survives termination of these Terms and closure of your account.

24. GOVERNING LAW AND FORUM

24.1 These Terms and any Dispute are governed by the laws of the State of Florida, without regard to conflict-of-laws rules, except that the Federal Arbitration Act governs Section 23 and except that where the mandatory consumer protection law of your state of residence gives you greater protection and may not be displaced by contract, that law applies to that issue.

24.2 For any Dispute not subject to arbitration, you and we consent to the exclusive jurisdiction of the state and federal courts in St. Lucie County, Florida and waive any objection to venue or personal jurisdiction there. This Section does not deprive you of any right to bring a claim in the courts of your state of residence where applicable law gives you that right.

24.3 The U.N. Convention on Contracts for the International Sale of Goods does not apply.

25. GENERAL

25.1 Entire agreement; no reliance. These Terms, the Privacy Policy, the Participant Waiver, any Membership Agreement, and terms disclosed at the point of sale are the entire agreement on their subject matter and supersede all prior understandings. You acknowledge that you are not relying on any representation, statement, or promise not expressly set forth in these documents, and point-of-sale terms control as to the specific offer they describe.

25.2 No waiver. Our failure to enforce any provision is not a waiver of it.

25.3 Severability. Any provision held invalid is modified to the minimum extent necessary or severed, and the remainder stays in force.

25.4 Assignment. You may not assign these Terms or your account, and you may not assign any claim against us, without our prior written consent. We may assign freely, including in a merger, financing, reorganization, franchise, or sale of assets.

25.5 Force majeure. We are not liable for any failure or delay caused by an event beyond our reasonable control, including fire, flood, extreme weather, power or HVAC failure, labor action, epidemic or public health order, government action, war or terrorism, or third-party provider failure. Where a class or location is unavailable for such a reason, we will extend affected memberships or credits by the period of unavailability.

25.6 Relationship; beneficiaries. No agency, partnership, joint venture, employment, or franchise relationship is created by these Terms. Except for the Released Parties, any studio operator identified under Section 26, and Apple under Section 15.4, there are no third-party beneficiaries.

25.7 Notices. We may give notice by email to your account address, by in-app message, or by posting in the Services. Notices to us go to info@orastudios.co and, for matters under Section 23, also by mail to 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953.

25.8 Survival. Sections 3.3, 5, 6, 8.2, 11, 12, 13, 14.2, 14.5, 15, 18, 19, 20, 21, 22.2, 23, 24, and 25 survive termination.

25.9 Interpretation. Headings are for convenience. “Including” means “including without limitation.” These Terms will not be construed against either party as drafter.

25.10 Accessibility. If you encounter a barrier to using the Services, contact info@orastudios.co and we will provide the information or transaction through an alternative method.

25.11 California users. Under Cal. Civ. Code § 1789.3, California users may contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or (800) 952-5210.

25.12 Contact. ORA Studios and Wellness LLC d/b/a Ora Studios, 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953, members@orastudios.co, 772-333-4140.

26. STUDIO OWNERSHIP

26.1 Today. Ora Studios operates one studio, at the address in Section 25.12, which we own and operate ourselves.

26.2 If we add locations. Studios operating under the Ora Studios name in the future may be owned and operated by us, by an affiliate, or by an independent operator that is a separate legal entity. Any independently-owned studio is independently owned and operated. The Services will identify the operator of each location, and you may request that information at any time at members@orastudios.co.

26.3 Which agreement governs. Your membership is a contract with the entity operating the studio where you enroll, on the terms of the Membership Agreement you sign with that entity. Where that agreement and these Terms conflict as to price, term, cancellation, refund, or freeze, the Membership Agreement controls.

26.4 Allocation of responsibility. We are responsible for the Services we operate. Each studio operator is responsible for its own studio — instruction, staffing, supervision, equipment maintenance, premises condition, heat and HVAC, sanitation, and its own legal compliance, including its own Florida health studio registration. We do not control the daily operations of an independently-owned studio and do not employ its instructors, and we are not liable for a studio operator’s acts or omissions except to the extent our own act or omission caused the harm. Nothing here limits any claim you have against the studio operator itself.

26.5 Cross-studio use and transfers. Unless the Services or your Membership Agreement provide otherwise, your membership is valid at your home studio, and credits are redeemable at your home studio and at any other Ora studio electing to participate. A transfer to another Ora studio requires the consent of both operators, may change your rate to the receiving studio’s then-current rate, and is disclosed to you before it takes effect.

26.6 If your studio closes. If your studio closes, is sold, or ceases to operate under the Ora Studios name, we will use commercially reasonable efforts to transfer your membership to another participating Ora studio on comparable terms. If none is available, you may cancel immediately and receive a refund of the unused prepaid portion. This is in addition to your rights under Florida law in Schedule 2.

26.7 Enforcement. Each studio operator is an intended beneficiary of Sections 12, 13, 19, 20, 21, 23, and 24 and may enforce them as to conduct at its studio.

SCHEDULE 1 — BUSINESS TERMS

The current values below are incorporated into these Terms. Where a value here differs from the value displayed in the Services at the time of your transaction, the value displayed at the time of the transaction controls.

SCHEDULE 2 — FLORIDA STATUTORY DISCLOSURES

Ora Studios is a Florida health studio registered with the Florida Department of Agriculture and Consumer Services, registration number HS[______]. The following rights are given to you by Florida law and are reproduced in your Membership Agreement in at least 10-point boldfaced type immediately adjacent to the signature line, as Fla. Stat. § 501.017 requires. Nothing in these Terms limits them.

1. Three-day cancellation. You may cancel your membership contract within 3 days, exclusive of holidays and weekends, by giving us written notice. We will refund everything you paid within 30 days, less a prorated amount for any days or occasions of service you actually used.

2. If we close or move. If Ora Studios goes out of business, or relocates more than 5 driving miles from the location named in your contract and does not make available a facility of equal quality within 5 miles at no additional cost within 30 days, you may cancel and receive a prorated refund. The refund is calculated as the contract price divided by the number of contract weeks, multiplied by the number of weeks remaining. Refund within 30 days. A temporary closure for repair or renovation does not mean we have gone out of business.

3. If we close, contact the Department. If Ora Studios ceases operation, you should contact the Florida Department of Agriculture and Consumer Services within 60 days.

4. Death or disability. If you die or become substantially physically disabled, your contract may be cancelled with a prorated refund on the same formula, on certification by a physician licensed under Fla. Stat. chapters 458, 459, 460, or 461. Refund within 30 days.

5. Contract length. Your initial membership contract will not exceed 36 months, and thereafter may be renewed annually only. A renewal may not be executed more than 60 days before the existing contract expires.

6. Identification. If identification is required to enter the studio, we provide it at no cost to you.

7. No lifetime memberships. We do not offer and will not describe any membership as a “lifetime” or “perpetual” membership.

8. Advance payment. [Include only if Ora is exempt from posting security under Fla. Stat. § 501.015, in which case this text is required verbatim:] “SHOULD YOU (THE BUYER) CHOOSE TO PAY FOR MORE THAN 1 MONTH OF THIS AGREEMENT IN ADVANCE, BE AWARE THAT YOU ARE PAYING FOR FUTURE SERVICES AND MAY BE RISKING LOSS OF YOUR MONEY IN THE EVENT THIS HEALTH STUDIO AND/OR THIS BUSINESS LOCATION CEASES TO OPERATE. THIS HEALTH STUDIO IS NOT REQUIRED BY FLORIDA LAW TO PROVIDE ANY SECURITY, AND THERE MAY NOT BE OTHER PROTECTIONS PROVIDED TO YOU SHOULD YOU CHOOSE TO PAY IN ADVANCE.”

9. Studio identification. Ora Studios · ORA Studios and Wellness LLC · 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953 · principal place of business: 1459 SW Gatlin Blvd., Port St. Lucie, FL 34953 · registration number HS[______].

10. Studio rules. The current rules of the facility are provided to you before you sign your Membership Agreement and are available at any time at the front desk and in the Services.

Ora Studios Terms of Use (Florida) · Version 1.0 · Effective [DATE]