PROGRAMMING SERVICES AGREEMENT
Master Agreement & Tier Schedules
How to use this document: Terms shown in [bracketed bold text] are placeholders to be completed for
each Client. The Master Agreement (Sections 1–13) contains the terms common to all subscription tiers.
Each Client signs the Master Agreement together with the one Schedule corresponding to their chosen
tier (Schedule A, B, C, or D). Where a Schedule conflicts with the Master Agreement, the Schedule
controls for that Client.
MASTER PROGRAMMING SERVICES AGREEMENT
This Programming Services Agreement (the “Agreement”) is entered into as of [EFFECTIVE DATE] (the
“Effective Date”) by and between Paragon Programming LLC, a Wyoming limited liability company with its
principal address at 30 North Gould Street, Ste N, Sheridan, WY 82801 (“Paragon,” “Company,” “we,” or
“us”), and [CLIENT / GYM LEGAL NAME], located at [CLIENT ADDRESS] (the “Client,” “Gym,” “you,” or
“Subscriber”). Paragon and Client are each a “Party” and together the “Parties.”
1. Definitions
- 1.1. Programming. means the weekly functional-fitness training programming created and published by
Paragon, including daily workouts, prescription tracks (Rx, Mx, Cx, and Mx/Cx), class-plan timelines,
warm-up guidelines, curriculum briefings, and any accompanying notes, guides, or materials Paragon
makes available to Subscribers. - 1.2. Member Portal. means the online portal through which Paragon delivers the Programming and
related account features to the Client. - 1.3. Membership Rate. means the Client’s standard, publicly posted, highest recurring month-to-month
unlimited membership price offered to the Client’s own members, before any promotion, discount, or
introductory offer. The Membership Rate is the figure on which the Subscription Fee is based, consistent
with Paragon’s “Your Rates = Our Rates™” pricing model. - 1.4. Subscription Fee. means the amount payable by Client for the Programming, calculated from the
Membership Rate as specified in the applicable Schedule. - 1.5. Term. means the subscription term specified in the applicable Schedule.
- 1.6. Schedule. means the tier-specific schedule (Schedule A, B, C, or D) that Client selects and
executes together with this Agreement, which sets the pricing, Term, renewal terms, and any tier-specific
deliverables applicable to Client. - 1.7. Facility. means the single physical fitness location identified in this Agreement at which Client is
authorized to use the Programming. Each subscription authorizes use at one Facility only. If Client
operates or opens more than one physical location, each location requires its own separate subscription.
Operators of multiple locations may contact Paragon to discuss consolidated billing and optional multi-
location pricing.
2. The Services
- 2.1. Grant of Access. Subject to Client’s payment of the Subscription Fee and compliance with this
Agreement, Paragon grants Client a limited, non-exclusive, non-transferable, revocable license to access
and use the Programming solely for the operation of the single Facility identified in this Agreement, and
solely for delivery to Client’s own members and coaching staff at that Facility.
- 2.2. Delivery. Paragon publishes new weekly Programming through the Member Portal on a recurring
basis. Paragon may update, improve, or modify the format and features of the Programming and Member
Portal from time to time. - 2.3. No Coaching or Medical Services. Paragon provides written programming only. Paragon does not
provide on-site coaching, supervision, medical advice, or individualized health assessment. Client is
solely responsible for how the Programming is coached, scaled, supervised, and delivered to its
members, and for the safety and wellbeing of its members, as further set out in Section 11. - 2.4. One Facility Per Subscription. Unless otherwise agreed by Paragon in writing, the license granted
under this Agreement covers a single Facility, and use of the Programming at, or to support the operation
of, any additional or different physical location requires a separate subscription for each such location.
3. Account Setup, Rate Verification & Access
- 3.1. Account Creation. To subscribe, Client creates an account in the Member Portal using a valid email
address and password, selects a subscription tier, provides payment, and self-reports its current
Membership Rate. - 3.2. Self-Reported Rate; Representation. Client represents and warrants that the Membership Rate it
reports is its genuine, current, standard highest recurring month-to-month unlimited membership price
actually offered to its members as of the Effective Date, and not a temporary, artificial, or specially
created figure. Client’s Subscription Fee is calculated from this figure as set out in the applicable
Schedule. - 3.3. Verification Window. Upon sign-up, Client’s payment is captured and Client’s account is placed in
“pending verification” status. Within forty-eight (48) hours of sign-up, Paragon will verify the
reported Membership Rate against the rate Client advertises to its members (including publicly posted
pricing). Paragon may verify or deny the reported rate within this window. - 3.4. Hybrid Access. Upon account creation, Client receives immediate view-only access to the current
Programming within the Member Portal. Download access — the ability to download, save, or print the
Programming for use within Client’s Facility — is enabled upon Paragon’s verification of Client’s
Membership Rate under Section 3.3. Paragon will use commercially reasonable efforts to complete
verification and enable download access within the forty-eight (48) hour window. - 3.5. Rolling Download Window. Download access is limited to current and recent Programming during
an active subscription and does not extend to Paragon’s full historical archive. Download availability is
limited to a rolling recent window consisting of the current week, up to two (2) upcoming weeks, and up to
two (2) prior weeks, with older Programming aging out of download availability. Notwithstanding the
foregoing, the most recently published Programming document remains available for download by a
verified Subscriber even if its date falls outside this rolling window. View-only access to the current
Programming remains available as described in Section 3.4. This limitation protects the value of
Paragon’s accumulated Programming library while allowing Client to plan and load upcoming
Programming into its own delivery platforms. - 3.6. Discrepancy in Reported Rate. If Paragon determines that the reported Membership Rate does not
match the rate Client advertises to its members, Paragon will notify Client and provide Client an
opportunity to explain. Paragon reserves the right to adjust Client’s Subscription Fee and terms to reflect
the verified Membership Rate. A material misrepresentation of the Membership Rate is a breach of this
Agreement and may, at Paragon’s discretion, result in fee adjustment, suspension, or termination under
Section 9.
- 3.7. Reasonable Verification of Continued Accuracy. The Membership Rate is administered on the
basis of Client’s truthful representation under Section 3.2, verified at sign-up and re-verified at renewal
under Section 4.4, rather than through ongoing monitoring. If, during a Term, Paragon has a reasonable,
good-faith basis to believe the Membership Rate on file no longer reflects Client’s genuine advertised
rate, Paragon may request that Client confirm its then-current advertised Membership Rate and provide
reasonable supporting information (such as Client’s publicly posted pricing). Client agrees to respond to
such a reasonable request. This Section is a limited backstop to the representation in Section 3.2 and
does not entitle Paragon to inspect Client’s books or records.
4. Fees & Payment
- 4.1. Subscription Fee. Client shall pay the Subscription Fee for the selected tier as set out in the
applicable Schedule. All fees are stated in U.S. Dollars. - 4.2. Billing. Recurring Subscription Fees are billed automatically, in advance, to Client’s payment
method on file. For recurring tiers, billing occurs on the 28th of each month for the upcoming monthly
billing period, unless otherwise specified in the applicable Schedule, and the first charge is prorated from
the Effective Date to the first billing date. For prepaid tiers, the full Subscription Fee is charged once at
sign-up as specified in the applicable Schedule. Client authorizes Paragon to charge the payment method
on file for all amounts due. - 4.3. Rate Lock During Term. Except as expressly provided in Section 3.6 (discrepancy) or the
applicable Schedule, the verified Membership Rate, and the resulting Subscription Fee, are fixed for the
duration of the current Term and will not change mid-Term as a result of changes to Client’s own
membership pricing. - 4.4. Rate Re-Verification at Renewal. At each renewal, Client’s Membership Rate is re-verified against
Client’s then-current advertised rate, and the Subscription Fee for the renewal period is adjusted to reflect
the then-current verified Membership Rate (whether higher or lower), subject to any tier-specific terms in
the applicable Schedule. - 4.5. Late or Failed Payment. If a payment fails or is not made when due, Paragon may suspend access
to the Programming until payment is resolved. Paragon may retry failed charges and may terminate for
non-payment under Section 9. - 4.6. Taxes. Subscription Fees are exclusive of any applicable taxes. Client is responsible for any taxes
arising from the subscription other than taxes on Paragon’s net income.
5. Term & Renewal
- 5.1. Term. This Agreement begins on the Effective Date and continues for the Term specified in the
applicable Schedule. - 5.2. Renewal Notice. Prior to the end of the Term, Paragon will notify Client in advance of the upcoming
end of Term, Client’s renewal options, and any change in Subscription Fee or billing that will apply if
Client does not renew, consistent with the applicable Schedule. Paragon will provide such notice a
reasonable time before the renewal or transition date. - 5.3. Renewal / Transition. The specific renewal and post-Term transition terms for each tier are set out
in the applicable Schedule. In general, unless Client elects to renew into a new term, a fixed-term
subscription transitions to a month-to-month subscription at the then-current verified month-to-month rate,
except as otherwise specified for the Founding Fifty tier in Schedule D.
6. Subscription Pause
- 6.1. Pause Availability. Where a Schedule provides for a pause, Client may pause the subscription for
the period stated in that Schedule. A pause suspends both billing and access for the pause period and
extends the Term by the length of the pause. Client should request a pause at least seven (7) days in
advance where reasonably possible. - 6.2. Holiday Exception. Paragon may designate a holiday period (for example, from mid-December
through early January) during which Client retains full access notwithstanding any pause, as described on
Paragon’s pricing materials or the applicable Schedule.
7. Intellectual Property & Permitted Use
- 7.1. Ownership. As between the Parties, Paragon owns and retains all right, title, and interest in and to
the Programming and all related materials, including all intellectual property rights therein. No ownership
rights transfer to Client under this Agreement. - 7.2. Permitted Use. Client may use the Programming only to operate its own single Facility identified in
this Agreement and to deliver training to its own members and coaching staff at that Facility during an
active subscription. - 7.3. Restrictions. Client shall not, and shall not permit any third party to: (a) resell, sublicense, distribute,
publish, share, or otherwise make the Programming available to any person or entity outside Client’s own
Facility, members, and coaching staff; (b) use the Programming to operate or supply programming to any
other gym, location, or business; (c) reproduce or redistribute the Programming for any commercial
purpose; (d) share, transfer, or disclose Member Portal login credentials to any person outside Client’s
own Facility, members, and coaching staff, or permit account access by any unauthorized person; (e)
redistribute the Programming by any electronic means, including file-sharing or cloud-storage services,
messaging platforms, or social-media or community groups; or (f) remove or obscure any proprietary
notices. The Programming is not for resale or redistribution. - 7.4. Consequences of Misuse. Unauthorized resale, redistribution, or sharing of the Programming is a
material breach. In addition to any other remedy available at law or in equity, Paragon may immediately
suspend or terminate Client’s access and may bar Client (and its owners and principals) from future
subscription for a period of three (3) years from the date of the violation. Client acknowledges that
unauthorized distribution causes harm that may be difficult to quantify and that Paragon may seek
injunctive relief in addition to damages. - 7.5. Automated Access & AI Restrictions. Client shall not use any robot, spider, scraper, or other
automated means to access, copy, extract, or index the Programming or Member Portal. Client shall not
use the Programming to develop, train, fine-tune, or provide data to any machine-learning or artificial-
intelligence model or system, or to create any dataset derived from the Programming, whether or not for
commercial purposes. This restriction is in addition to, and does not limit, the other protections in this
Section 7. - 7.6. No Commercial Reproduction of Methodology. Client shall not systematically analyze, reproduce,
or repackage the Programming or Paragon’s programming methodology for the purpose of creating,
marketing, or supplying a competing programming product or service. Nothing in this Section prevents
Client’s coaches from applying general fitness knowledge in the ordinary course of coaching their own
members at the Facility. - 7.7. Downloaded Copies Remain Licensed. Any copy of the Programming that Client downloads,
saves, or prints remains a licensed copy provided solely for use within the Facility during an active
subscription. Downloading does not transfer ownership. Upon expiration or termination of the
subscription, Client’s license to use any downloaded or retained copies ends, and Client shall cease
using them, except as required by law.
8. Confidentiality
- 8.1. Confidential Information. Each Party may receive non-public information of the other. Each Party
will use the other’s confidential information only as needed to perform under this Agreement and will
protect it with reasonable care. The Programming and Paragon’s non-public methods and materials are
Paragon’s confidential information.
9. Suspension & Termination
- 9.1. Termination for Cause. Either Party may terminate this Agreement if the other Party materially
breaches and fails to cure within fifteen (15) days after written notice. Paragon may suspend access
immediately for non-payment, misrepresentation of the Membership Rate, or violation of Section 7. - 9.2. Cancellation by Client. Cancellation and any early-termination terms are governed by the
applicable Schedule. Month-to-month subscriptions may be cancelled effective at the end of the then-
current billing period as set out in Schedule A. - 9.3. Effect of Termination. Upon termination or expiration, Client’s license and access to the
Programming end. Sections concerning intellectual property, confidentiality, limitation of liability,
indemnification, and governing law survive termination. Fees already paid are non-refundable except as
expressly stated in a Schedule.
10. Disclaimer of Warranties
- 10.1. As-Is. The Programming is provided “as is” and “as available.” To the fullest extent permitted by
law, Paragon disclaims all warranties, express or implied, including implied warranties of merchantability,
fitness for a particular purpose, and non-infringement. Paragon does not warrant that the Programming
will be suitable for every member or that any particular fitness result will be achieved.
11. Client Responsibility, Assumption of Risk & Limitation of Liability
- 11.1. Client’s Safety Responsibility. Client is a professional operator of a fitness facility. Client is solely
responsible for evaluating the suitability of the Programming for each of its members; for appropriately
scaling, modifying, or omitting movements; for coaching, supervising, and ensuring the safety of its
members; and for compliance with all laws applicable to Client’s business. Client acknowledges that the
Programming is a set of written recommendations that requires the exercise of Client’s own professional
coaching judgment. - 11.2. Assumption of Risk. Client acknowledges that strength, conditioning, and functional-fitness
training involve inherent risks of injury, and that responsibility for managing those risks in Client’s facility
rests with Client and its coaching staff, not with Paragon. - 11.3. No Liability for Member Injury. To the fullest extent permitted by law, Paragon is not liable for any
injury, harm, or loss suffered by Client’s members or any other person arising from the use, coaching,
scaling, or performance of the Programming at Client’s facility. - 11.4. Indemnification. Client shall indemnify, defend, and hold harmless Paragon and its owners,
members, and agents from and against any claims, damages, liabilities, and expenses (including
reasonable attorneys’ fees) arising out of (a) Client’s use or delivery of the Programming, (b) injury or
harm to any member or other person at Client’s facility, or (c) Client’s breach of this Agreement, except to
the extent caused by Paragon’s gross negligence or willful misconduct. - 11.5. Limitation of Liability. To the fullest extent permitted by law, Paragon’s total aggregate liability
arising out of or relating to this Agreement will not exceed the total Subscription Fees paid by Client to
Paragon in the three (3) months preceding the event giving rise to the claim. In no event will Paragon be
liable for indirect, incidental, consequential, special, or punitive damages, or for lost profits or revenue,
even if advised of the possibility.
12. General Provisions
- 12.1. Governing Law. This Agreement is governed by the laws of the State of Wyoming, without regard
to its conflict-of-laws rules. - 12.2. Dispute Resolution / Venue. The Parties will attempt in good faith to resolve any dispute
informally. Any dispute not resolved informally will be brought exclusively in a state or federal court of
competent jurisdiction located in the State of Wyoming, and the Parties consent to the jurisdiction and
venue of those courts. - 12.3. Entire Agreement. This Agreement, together with the applicable Schedule and Paragon’s
published pricing and policies referenced herein, is the entire agreement between the Parties and
supersedes all prior discussions. In the event of conflict, the applicable Schedule controls over the Master
Agreement for the Client that signed it. - 12.4. Amendment. Paragon may update its general policies and Member Portal features from time to
time. Material changes to the terms of this Agreement affecting an active Term will be communicated to
Client, and, where they affect Client’s existing Term, will not take effect until Client’s next renewal unless
the Parties agree otherwise in writing. - 12.5. Assignment. Client may not assign this Agreement without Paragon’s prior written consent.
Paragon may assign this Agreement in connection with a merger, acquisition, or sale of assets. - 12.6. Independent Contractors. The Parties are independent contractors. Nothing in this Agreement
creates a partnership, joint venture, agency, or franchise relationship, and nothing associates Paragon
with any third-party brand or organization. - 12.7. Notices. Notices under this Agreement may be given by email to the addresses the Parties
designate, and will be deemed received on the next business day. - 12.8. Severability & Waiver. If any provision is held unenforceable, the remaining provisions remain in
effect. A Party’s failure to enforce any provision is not a waiver of its right to do so later. - 12.9. Counterparts & Electronic Signature. This Agreement may be executed in counterparts and by
electronic signature, each of which is deemed an original. - 12.10. Force Majeure. Neither Party is liable for any delay or failure to perform (other than payment
obligations already accrued) caused by circumstances beyond its reasonable control, including internet or
hosting outages, service-provider or third-party failures, acts of God, natural disasters, pandemics, war,
civil unrest, labor disputes, or governmental actions. The affected Party will use reasonable efforts to
resume performance.
13. Relationship to Website Terms & Privacy Policy
- 13.1. Related Documents. Client’s use of the Member Portal and the Paragon website is also subject to
Paragon’s Website Terms of Service and Privacy Policy, each incorporated by reference. In the event of
a conflict regarding the subscription relationship between Client and Paragon, this Programming Services
Agreement (together with the applicable Schedule) controls over the Website Terms of Service.
This Agreement governs the subscription relationship only. Any separate one-time purchase of an individual
program, and any use of Paragon’s free resources, by Client or by Client’s owners, coaches, or members, is
governed by the Website Terms of Service rather than by this Agreement.
By signing below, the Parties agree to this Master Programming Services Agreement together with the
Schedule selected by Client. Client acknowledges it has read and understood this Agreement, including
the intellectual-property restrictions in Section 7 and the responsibility, assumption-of-risk, and limitation-
of-liability provisions in Section 11.
PARAGON PROGRAMMING LLC
Signature: _______________________________________
Name: [Jason Highbarger]
Title: [Founder / Owner]
Date: [__________]
CLIENT
Signature: _______________________________________
Gym / Legal Name: [____________________]
Name: [____________________]
Title: [____________________]
Selected Tier (Schedule A / B / C / D): [____]
Verified Membership Rate: $[________] / month
Date: [__________]
Schedules A–D follow in the next pages.
SCHEDULE A — MONTH-TO-MONTH
Full flexibility. No fixed term. Cancel anytime.
This Schedule is part of and incorporates the Master Programming Services Agreement between
Paragon and Client. Capitalized terms not defined here have the meanings given in the Master
Agreement. This Schedule applies only if selected by Client and, where it conflicts with the Master
Agreement, controls for that Client.
A.1 Subscription Fee
- A.1.1. Fee. The Subscription Fee equals 100% of the verified Membership Rate, billed monthly (“Your
Rates = Our Rates™”).
A.2 Billing & Term
- A.2.1. Billing Date & Advance Billing. The Subscription Fee is billed automatically on the 28th of each
month, in advance, for the upcoming monthly billing period, to the payment method on file. The first
charge is prorated from the Effective Date to the first billing date to align Client to the 28th-of-month billing
cycle. - A.2.2. Term. The subscription continues month-to-month with no fixed end date until cancelled.
A.3 Cancellation
- A.3.1. Cancel Anytime. Client may cancel at any time before the next billing date. Cancellation takes
effect at the end of the then-current paid month; no further charges are made after the effective
cancellation. Fees already paid for the current month are non-refundable.
A.4 Deliverables
- A.4.1. Included. Weekly Programming with all four prescription tracks (Rx, Mx, Cx, Mx/Cx) and Member
Portal access, subject to the access, verification, and rolling-download terms of the Master Agreement.
A.5 Upgrade Credit
- A.5.1. Credit on Upgrade. If Client upgrades to a higher tier within thirty (30) days of first subscribing,
Paragon will credit Client’s first month’s payment toward the higher tier, as described in Paragon’s pricing
materials.
SCHEDULE B — 6-MONTH CONTRACT
A discounted rate in exchange for a six-month commitment.
This Schedule is part of and incorporates the Master Programming Services Agreement between
Paragon and Client. Capitalized terms not defined here have the meanings given in the Master
Agreement. This Schedule applies only if selected by Client and, where it conflicts with the Master
Agreement, controls for that Client.
B.1 Subscription Fee
- B.1.1. Discounted Fee. The Subscription Fee equals ninety percent (90%) of the verified Membership
Rate (a 10% discount), billed monthly.
B.2 Billing & Term
- B.2.1. Billing Date & Advance Billing. The Subscription Fee is billed automatically on the 28th of each
month, in advance, for the upcoming monthly billing period, to the payment method on file, for the six-
month Term. The first charge is prorated from the Effective Date to the first billing date to align Client to
the 28th-of-month billing cycle. - B.2.2. Term. The Term is six (6) months from the Effective Date.
- B.2.3. Rate Lock. The verified Membership Rate and resulting discounted Subscription Fee are fixed for
the six-month Term and do not change mid-Term due to changes in Client’s own membership pricing.
B.3 Pause
- B.3.1. One Pause Included. Client may pause the subscription once during the Term for up to thirty (30)
days, per Section 6 of the Master Agreement. A pause extends the Term by the length of the pause.
B.4 Early Cancellation
- B.4.1. Early-Termination Fee. If Client cancels before the end of the six-month Term other than for
Paragon’s uncured material breach, Client shall pay an early-termination fee equal to the greater of (a)
one (1) month’s Subscription Fee, or (b) twenty-five percent (25%) of the remaining Subscription Fees for
the balance of the Term.
B.5 Renewal (Prompt-Then-Roll)
- B.5.1. Advance Prompt. Before the end of the Term, Paragon will prompt Client with renewal options
and notice of the rate that will apply if Client does not renew. - B.5.2. Transition. Unless Client elects to renew into a new six-month Term (at 90% of the then-current
verified Membership Rate), the subscription automatically continues on a month-to-month basis at 100%
of the then-current verified Membership Rate under the terms of Schedule A, cancellable anytime.
B.6 Deliverables
- B.6.1. Included. All items in Schedule A.4, plus the one included 30-day pause.
SCHEDULE C — 12-MONTH PREPAID
Twelve months of programming, paid once, at the best standard rate.
This Schedule is part of and incorporates the Master Programming Services Agreement between
Paragon and Client. Capitalized terms not defined here have the meanings given in the Master
Agreement. This Schedule applies only if selected by Client and, where it conflicts with the Master
Agreement, controls for that Client.
C.1 Subscription Fee
- C.1.1. Prepaid Fee. Client pays a single upfront amount equal to ten (10) times the verified Membership
Rate for twelve (12) months of service (effectively two months free).
C.2 Payment & Term
- C.2.1. One-Time Payment. The full prepaid amount is due at sign-up. There is no monthly billing during
the prepaid Term. - C.2.2. Term. The Term is twelve (12) months from the Effective Date.
C.3 Pause
- C.3.1. One Pause Included. Client may pause the subscription once during the Term for up to thirty (30)
days, per Section 6 of the Master Agreement. A pause extends the Term by the length of the pause.
C.4 Refunds
- C.4.1. Non-Refundable. The upfront prepaid amount is non-refundable except where required by law or
in the case of Paragon’s uncured material breach.
C.5 Renewal (Prompt-Then-Roll)
- C.5.1. Advance Prompt. Before the end of the prepaid Term, Paragon will prompt Client with renewal
options and notice of the rate and billing that will apply if Client does not renew. - C.5.2. Transition. Unless Client elects to re-prepay a new twelve-month Term (or select another tier), at
the end of the prepaid Term the subscription automatically continues on a month-to-month basis at 100%
of the then-current verified Membership Rate under the terms of Schedule A, with monthly billing
beginning at that time, cancellable anytime.
C.6 Deliverables
- C.6.1. Included. All items in Schedule A.4, plus the one included 30-day pause.
SCHEDULE D — FOUNDING FIFTY
A founding-member offer for the first fifty gyms — with a permanent renewal perk.
This Schedule is part of and incorporates the Master Programming Services Agreement between
Paragon and Client. Capitalized terms not defined here have the meanings given in the Master
Agreement. This Schedule applies only if selected by Client and, where it conflicts with the Master
Agreement, controls for that Client.
D.1 Eligibility
- D.1.1. Limited Availability. The Founding Fifty offer is available only to the first fifty (50) qualifying gyms
and closes on the earlier of December 31, 2026 or the date the fiftieth Founding Fifty subscription is
accepted.
D.2 Initial Subscription Fee
- D.2.1. Founding Fee. Client pays a single upfront amount equal to four (4) times the verified
Membership Rate for six (6) months of service (an approximate 33.3% savings versus month-to-month
over the same period). - D.2.2. No Monthly Billing During Initial Term. There is no monthly billing during the initial six-month
Founding Fifty Term.
D.3 Term
- D.3.1. Initial Term. The initial Term is six (6) months from the Effective Date.
D.4 Lifetime Founding Renewal Perk
- D.4.1. Pay-9 / Get-12 for Life. So long as Client maintains its Founding Fifty subscription without lapse,
Client is entitled at each annual renewal to twelve (12) months of service for the price of nine (9) months
at the then-current verified Membership Rate (an ongoing 25% annual savings). This founding renewal
perk is a permanent benefit of the Founding Fifty tier. - D.4.2. Rate Re-Verification at Renewal. Consistent with Section 4.4 of the Master Agreement, the
Membership Rate is re-verified at each renewal, so the price on which the pay-9/get-12 perk is calculated
tracks Client’s then-current advertised rate (whether higher or lower). The permanent perk is the pay-
9/get-12 structure; the underlying rate is re-verified like all tiers. - D.4.3. Advance Prompt. Before each renewal, Paragon will prompt Client in advance with renewal
details so Client is not caught off guard, even though the founding perk continues automatically upon
renewal. - D.4.4. Lapse. If the Founding Fifty subscription lapses or is terminated, the lifetime founding renewal
perk is forfeited and cannot be reinstated.
D.5 Additional Founding Benefits
- D.5.1. Benefits. Client also receives: (a) permanent recognition on Paragon’s Founding Gyms page; (b)
priority support during the first ninety (90) days; and (c) early access to new Paragon content as it is
released.
D.6 Refunds
- D.6.1. Non-Refundable. The upfront Founding Fifty fee is non-refundable except where required by law
or in the case of Paragon’s uncured material breach.
D.7 Deliverables
- D.7.1. Included. All items in Schedule A.4, plus the founding benefits in D.5 and the lifetime renewal
perk in D.4.
— End of Agreement and Schedules —