MEMBERSHIP, TRAINING & PAYMENT AGREEMENT 

This agreement was taken effect July 15, 2026.

This Membership, Training & Payment Agreement (this “Agreement”) is made between the buyer (this “Member”) and 1001163784 ONTARIO LIMITED O/A “The Cellar” Athletic Club (“The Cellar”).

This Agreement governs the Member’s participation in training services purchased from The Cellar, including subscriptions, fixed-term memberships (including six-month commitments), credit packages, trial passes, private coaching sessions, and group or class training sessions, primarily taken at The Cellar, 345 Adelaide St W., Toronto, Ontario, M5R 1R5, and any additional facilities or locations operated by The Cellar (the “Facility” or “Facilities”). 

TERMS OF AGREEMENT: All memberships, subscriptions, packages, trial passes, private coaching sessions, and training services purchased with The Cellar are final sale and non-refundable, except as required by law. It is the Member’s responsibility to confirm the accuracy of bookings and charges and to notify The Cellar via email or through the app to resolve any issues or payment concerns. 

GENERAL: The Member has joined The Cellar under the membership type selected at purchase. The Cellar reserves the right to add, eliminate, or modify locations, facilities, hours of operation, programs, equipment, furniture, or fixtures at its sole discretion. All information contained in this Agreement is the property of The Cellar and its subsidiaries. Membership does not confer upon the Member any ownership interest in The Cellar or its property. 

MEMBERSHIP TYPES & BENEFITS: Membership benefits vary depending on the membership type selected, including subscriptions, fixed-term commitments, and credit packages. Certain services, features or privileges may be exclusive to specific membership types, including subscription-based memberships. 

MEMBER COMMUNICATION: The Cellar expressly reserves the right to contact the Member through various communication media including, but not limited to cellular phone, text messaging, email, mail, or any other medium as it may become available. This provision shall survive the termination of this Agreement. 

MEMBERSHIP ACCESS: The Member agrees not to allow any other person access to the Facility using the Member’s account or credentials unless expressly permitted by the selected membership type. 

Memberships, subscriptions, and packages allow the Member to attend training sessions or visits based on the credits, access, or terms associated with the option purchased. Members are responsible for managing their own bookings and ensuring booking accuracy. 

Credits must be used within the applicable billing period or expiry window associated with the membership or package purchased. Unused credits do not roll over and will be forfeited upon expiry. 

Cancellation policies are as follows: 

Open gym entry: 6 (6) hours’ notice required
Small group training: Twelve (12) hours’ notice required
Private sessions: Twenty-four (24) hours’ notice required

Late cancellations or no-shows may result in forfeiture of credits and/or additional charges to the payment method on file. Reschedule requests are subject to availability and are not guaranteed. 

PAUSE / FREEZE (SUBSCRIPTIONS & FIXED-TERM MEMBERSHIPS ONLY): Members enrolled in recurring or fixed-term subscription memberships may request a temporary pause (“freeze”) by submitting a written request to members@thecellar-athleticclub.com at least three (3) calendar days prior to their next scheduled billing date. Pause requests submitted after this deadline, may not take effect until the following billing cycle, to ensure the specific details required and completed confirmation before processing. 

No credits, sessions, or unused time will roll over or accumulate during a pause. 

Each pause must be at a minimum of seven (7) days and may not exceed four (4) weeks at a time. Formal written approval management must be received from management for pause request longer than four (4) weeks.

For members on term committed subscriptions, requesting a pause greater then 2 pay periods, The Cellar has the right to automatically change the clients subscription from term to pay as you go pricing.

CANCELLATION (SUBSCRIPTIONS ONLY): Members enrolled in recurring or fixed-term subscription memberships may request a cancel by submitting a written request to members@thecellar-athleticclub.com with at least seven (7) calendar days prior to their next scheduled billing date. Cancellation requests submitted after this deadline, may not take effect until the following billing cycle, to ensure the specific details required and completed confirmation before processing. Cancellations must be confirmed via email acknowledgment from The Cellar management. 

Pay as you go subscription membership cancellations require one (1) additional bi-weekly payment notice, with access to the facility.

Fixed-term subscription membership cancellations can be bought out with two (2) bi-weekly payments and no further access to the facility.

All fixed-term subscriptions may be cancelled without penalty, if written proof is shown for the reasons of medical, a move, loss of work or other similar reasons by governing law.

SUBSCRIPTION RESTRUCTURING: Subscription members may request a restructuring of their subscription without triggering cancellation. Requests must be submitted at least five (5) business days prior to the next billing date. The restructured subscription becomes effective only after written confirmation and successful payment. If restructuring is not completed, the original subscription remains in effect. 

PAYMENT TERMS: This Agreement establishes the Member’s obligation to pay the applicable fees associated with the membership type or services selected. Payment may be made on a recurring basis or paid in full, as determined by the option purchased, and shall be payable on the date the Agreement is activated or as otherwise specified at the time of purchase. 

The Cellar reserves the right to adjust membership dues or fees applicable to recurring memberships by providing at least thirty (30) days’ notice, which may be communicated through the Facility, email, the app, or other reasonable means. Any such adjustments shall apply prospectively. 

If the Member changes financial institutions or payment methods, the Member must provide The Cellar with updated payment information at least five (5) days prior to the next scheduled payment. Failure to do so may result in payment failure, suspension, or interruption of access until valid payment information is received. 

PAYMENT DEFAULT: If Member fails to pay any amount when due under this Agreement, The Cellar 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. Member agrees to pay a late charge fee of $25.00 for any payments received (5) days after they are due as well as any other charges allowed by law for any EFT or credit card charge not honoured by a Member’s bank or credit card company. Suspension or cancellation shall not relieve Member from the obligation to pay any unpaid balances. 

PRE-AUTHORIZED PAYMENT: You agree to pay all sums, fees, and charges specified in this Agreement (the “Fees”) in accordance with the payment schedule associated with the membership type or service selected, and you authorize The Cellar to initiate transactions for payment against your designated account. 

In consideration of The Cellar acting as directed, you agree that The Cellar’s treatment of payment authorizations and its rights with respect to such payments shall be the same as if personally signed by you. Where applicable, pre-authorized or recurring payments may be drawn from your account to cover fitness services, training access, and related maintenance costs. 

You may revoke this authorization at any time by providing written notice to The Cellar, subject to applicable cancellation, pause, freeze, or other policies set out in this Agreement. You remain responsible for all Fees payable up to and including the effective date of revocation. 

You have certain recourse rights if any debit does not comply with this Agreement. For example, you have the right to receive reimbursement for any debit that is not authorized or is not consistent with this pre-authorized debit (“PAD”) authorization. For more information on your recourse rights, please contact your financial institution or visit www.payments.ca. 

You acknowledge and agree that the first pre-authorized payment may occur less than fifteen (15) days from the commencement of this Agreement. 

CLOSING & SPECIAL EVENTS: From time-to-time The Cellar may partially or fully close and be unavailable for use for reasons including, but not limited to, renovation, repair, special events, seminars, photoshoots or holidays. The Cellar will make every effort to minimize disruption to members during these periods. 

YOUR RIGHTS UNDER THE CONSUMER PROTECTION ACT, 2002: You may cancel this Agreement at any time during the period that ends ten (10) days after the latter of the day you receive a written copy of the agreement and the day all the services are available. You do not need to give the supplier a reason for cancelling during this 10-day period. In addition, there are grounds that allow you to cancel this agreement. You may also have other rights, duties and remedies at law. For more information, you may contact the Ministry of Consumer and Business Services. To cancel this Agreement, you must give notice of cancellation to the supplier, at the address set out in the Agreement, by any means that allows you to prove the date on which you gave notice. If no address is set out in the Agreement, use any address of the supplier that is on record with the Government of Ontario or the Government of Canada or is known by you. If you cancel this Agreement, the supplier has fifteen (15) days to refund any payment you have made and return to you all goods delivered under a trade-in arrangement (or refund an amount equal to the trade-in allowance).O. Reg. 17/05, s. 28 (3).