PARTICIPATION AGREEMENT AND WAIVER
ONWARD COLLECTIVE RESOURCES, LLC
THIS PARTICIPANT AGREEMENT AND WAIVER (this “Agreement”) is entered into as of the date of the class, service, or website utilization (the “Effective Date”) by and between ONWARD COLLECTIVE RESOURCES, LLC D/B/A ONWARD LIGHT, an Illinois limited liability company (“Onward Light”), and the participant (“Participant”). Each party to this Agreement is sometimes referred to individually as a “Party” and together as the “Parties.”
RECITALS
Onward Light is engaged in the business of providing yoga instruction, wellness education, mindfulness practices, and related movement-based services to individual participants, both in-person and through virtual platforms.
Participant desires to engage Onward Light to provide certain wellness-related services for their personal benefit, including participation in yoga classes, workshops, and/or other offerings provided by Onward Light.
Onward Light is agreeable to providing services to Participant, subject to the terms and conditions set forth in this Agreement—which are designed to define and clarify the scope, obligations, and nature of this relationship between the Parties.
AGREEMENT
IN CONSIDERATION of the foregoing preambles and recitals (which are incorporated and adopted herein), the covenants and agreements contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
SCOPE OF SERVICES. Onward Light provides yoga, movement, meditation, mindfulness, and related wellness services through live virtual sessions, on-demand content, in-person classes, workshops, and trainings (collectively, the “Services”). Participant may purchase single sessions, class packs, unlimited monthly subscriptions, workshops, trainings, and/or other service offerings listed on Onward Light’s website (onward.community) and booking platform (“TeamUp”). The specific Services available to Participant will depend on the option selected and purchased. All Services are subject to availability and may be modified by Onward Light at any time.
PARTICIPANT’S AGE. Participant affirms that they are at least eighteen (18) years of age and are legally permitted to participate in Services. Participation is not permitted for individuals under the age of eighteen.
TERM OF AGREEMENT. This Agreement commences on the Effective Date and will remain in full force and effect for the duration of the Services purchased by Participant, including the valid usage period of any class package, subscription, or membership selected at the time of purchase (the “Term”), subject to extension by the Parties’ mutual agreement or earlier termination as provided in Section 7 of this Agreement.
PAYMENT TERMS. Participant shall pay the full fee(s) associated with the specific class, package, subscription, or service option selected through Onward Light’s website. Pricing for all Services is listed on Onward Light’s website and is subject to change at any time at Onward Light’s sole discretion.
All payments must be made in advance via either (i) TeamUp or (ii) Zelle transfer to Onward Light’s designated account. No other payment methods will be accepted unless expressly authorized in writing by Onward Light. Payment is required to reserve access to any Services, and no class, session, or subscription will be confirmed or held until full payment has been received.
If Participant enrolls in a monthly subscription, Participant authorizes Onward Light to charge their payment method on a recurring basis each month until the subscription is canceled in accordance with the terms of this Agreement. Participant is solely responsible for managing their subscription status and ensuring timely payment.
All payments are final, non-refundable, non-creditable, and irrevocable, except as required by law or as expressly agreed to in writing by Onward Light. Participant understands and agrees that failure to attend or use purchased Services does not entitle them to a refund or credit.
Participant agrees not to initiate a chargeback or payment dispute with their financial institution for any valid charges properly processed under this Agreement. In the event of a chargeback or dispute initiated in violation of this section, Onward Light reserves the right to immediately suspend or terminate access to Services and to pursue reimbursement, including any related fees, costs, or damages.
Onward Light reserves the right to deny access to any Services if payment is not received in full. In the event Onward Light must take legal action to collect Participant’s account, Participant expressly agrees to pay all collection costs, including reasonable attorney’s fees.
EXPIRATION OF CLASSES AND PACKAGES. All class credits, packages, and memberships purchased by Participant shall expire two (2) years from the date of purchase, unless otherwise stated in writing by Onward Light. Unused classes or credits will automatically expire at the end of that two year period, and are not refundable.
RECURRING BILLING AND SUBSCRIPTION CANCELLATION. If Participant purchases a monthly subscription package, they acknowledge and agree that the subscription will automatically renew each month, and that their payment method on file will be charged on a recurring basis until the subscription is canceled in accordance with this Agreement.
To avoid being charged for the next billing cycle, Participant must cancel their subscription through Onward Light’s designated booking platform, TeamUp, at least twenty-four (24) hours before the next scheduled billing date. Cancellations made after this deadline will take effect at the end of the current billing cycle, and no refund or credit will be provided for the upcoming month.
Onward Light does not issue refunds or credits for partial months, unused classes, or failure to cancel in a timely manner. Upon cancellation, Participant will retain access to the subscription until the end of the current billing cycle, after which access will be terminated.
Onward Light reserves the right to modify pricing, billing dates, or subscription terms at any time, with advance notice provided via email or TeamUp. Continued use of Services after such notice constitutes acceptance of the revised terms.
EARLY TERMINATION OF AGREEMENT. Either Party may terminate this Agreement at any time, for any reason, by providing written notice to the other Party. In the event of early termination, Participant will remain responsible for all fees due for Services already rendered or reserved, and any refund for unused or prepaid classes or packages shall be issued solely at Onward Light’s discretion, and only if required by law. If a refund is granted, it will be prorated based on the number of classes attended, as determined by Onward Light. Upon termination, Onward Light shall have no further obligations under this Agreement.
PARTICIPANT OBLIGATIONS AND CONDUCT. Participant agrees to engage in Services in a respectful, safe, and responsible manner. Without limitation, Participant shall: (i) arrive on time and be prepared for Services; (ii) consult with a licensed medical professional as needed to determine whether participation in Services is appropriate for their individual health and physical condition; (iii) follow all instructions, guidelines, and safety protocols provided by Onward Light and its instructors; (iv) modify or refrain from movements, postures, or exercises as needed during Services to accommodate their own physical or emotional needs and limitations; (v) use any equipment, props, or shared space appropriately and as instructed; (vi) maintain appropriate physical hygiene and attire suitable for a wellness environment; and (vii) treat Onward Light’s instructors, staff, and other participants with courtesy and respect at all times.
Onward Light reserves the right to remove, suspend, or permanently terminate Participant’s access to Services, without refund, if Participant engages in conduct that is, in Onward Light’s sole discretion, unsafe, disruptive, disrespectful, threatening, harassing, inappropriate, or otherwise inconsistent with the intended purpose of Services or the values of Onward Light.
Participant acknowledges that participation in Services is a privilege, not a right, and that Onward Light may revoke access at any time for violation of this Section or any other provision of this Agreement.
CANCELLATION OF SCHEDULED CLASSES. Participant must provide at least one (1) hour’s advance notice to cancel any scheduled class. Cancellations must be submitted through TeamUp, or by another method expressly authorized by Onward Light. If Participant fails to cancel with at least one (1) hour’s notice, the class will be treated as attended, and one credit will be deducted from any applicable package or subscription. No refund, credit, transfer, or rescheduling option will be provided for late cancellations or no-shows, regardless of reason. Onward Light is not obligated to offer make-ups or exceptions under any circumstances, and all cancellation decisions are final.
UNAUTHORIZED ACCESS AND SHARING.
All Services provided by Onward Light are intended solely for the individual Participant who has registered, completed the intake process, and signed this Agreement. Access to Services—whether in-person, live-streamed, or recorded—is granted exclusively to Participant and may not be shared, transferred, or extended to any other person, including but not limited to spouses, friends, family members, roommates, or guests, without Onward Light’s prior written consent.
Participant agrees not to share, distribute, or otherwise provide access to any class links, login credentials, video recordings, or other content related to Services with any third party, under any circumstances. Any unauthorized use, participation, reproduction, or distribution of Onward Light’s Services or digital content constitutes a material breach of this Agreement and may result in immediate termination of access without refund, as well as legal action.
Onward Light shall bear no responsibility or liability for any injuries, losses, claims, or damages arising from the participation of any unauthorized individuals or the unauthorized use or sharing of digital materials. Participant expressly agrees to indemnify, defend, and hold harmless Onward Light and its affiliates from any and all claims, liabilities, losses, demands, or damages arising out of or related to any such unauthorized access, participation, or distribution.
SOCIAL MEDIA/WEBSITE DISCLAIMER AND CONSENT. Participant acknowledges that Onward Light may, from time to time, wish to photograph, video record, or otherwise capture content during in-person or virtual classes and events for use on Onward Light’s social media platforms, website, or marketing materials. However, Onward Light will only capture or use Participant’s image, likeness, voice, and/or statements with Participant’s advance knowledge and express agreement at the time of Services. Participant is under no obligation to appear in any such media, and non-participation will not affect their access to Services. Once consent is given, Participant grants Onward Light a royalty-free, worldwide, perpetual license to use the approved content for promotional or educational purposes. Participant acknowledges that Onward Light is not obligated to remove previously published media retroactively.
CONFIDENTIALITY. Participant may voluntarily share personal, medical, or other sensitive information with Onward Light in connection with participation in Services (“Confidential Information”). In consideration of the disclosure of the Confidential Information, Onward Light agrees to maintain the confidentiality of such information and to use it solely for the purpose of delivering Services, except where disclosure is required by law, court order, or to protect the safety or well-being of Participant or others. Onward Light will take reasonable measures to safeguard Confidential Information in its possession, but makes no guarantee of data security in connection with third-party platforms or technology used to deliver Services. These confidentiality obligations will remain in effect during the Term of this Agreement and for as long as the Confidential Information remains private and non-public.
INTELLECTUAL PROPERTY. All class content, materials, methods, recordings, digital media, and related documentation provided or made available by Onward Light (collectively, the “Content”) are and shall remain the sole and exclusive property of Onward Light. All rights are reserved. Participant receives a limited, non-transferable, non-exclusive license to access the Content solely for personal, non-commercial use in connection with Services. Participant may not copy, download, record, reproduce, modify, distribute, publish, display, or otherwise use any Content without the prior written consent of Onward Light. Any unauthorized use or distribution of Content constitutes a material breach of this Agreement and may result in legal action.
RIGHT OF SUBSTITUTION. Except as otherwise provided in this Agreement, Onward Light may, at Onward Light’s absolute discretion, engage a qualified third-party instructor, facilitator, or contractor to perform some or all of the obligations of Onward Light under this Agreement. Any such substitute shall be selected and compensated by Onward Light, and compensation for Services will remain payable by Participant to Onward Light as set forth in this Agreement. For purposes of liability and indemnification, any substitute or contractor engaged by Onward Light shall be deemed an authorized agent of Onward Light.
ASSUMPTION OF RISK. Participant understands and expressly acknowledges that participation in Services involves inherent risks, including but not limited to physical or emotional injury, illness, falls, muscle strain, or aggravation of pre-existing conditions. Participant voluntarily assumes full responsibility for all risks, whether known or unknown, associated with participation in Services. Participant affirms that they are physically and mentally capable of participating, and that it is their sole responsibility to assess their own readiness. Participant agrees to modify or discontinue participation at any time if they experience discomfort, pain, or any physical or emotional distress. Participant further represents that they have consulted a physician regarding their participation, or have voluntarily chosen to participate without such consultation— and accepts all resulting risks. Participant understands and agrees that Onward Light is not a medical provider and is not responsible for assessing their fitness to participate in Services.
WAIVER AND RELEASE OF CLAIMS. To the fullest extent permitted by law, Participant voluntarily releases, waives, discharges, and holds harmless Onward Light and its respective owners, officers, instructors, contractors, affiliates, agents, employees, representatives, and permitted successors and assigns (collectively, the “Released Parties”) from any and all claims, demands, causes of action, liabilities, losses, or damages arising out of or related to Participant’s participation in Services, whether occurring in-person or through virtual or recorded offerings. This release includes, without limitation, claims for personal injury, property damage, emotional distress, illness, or wrongful death, whether caused by the ordinary negligence of Onward Light, a Released Party, or otherwise.
INDEMNIFICATION. Participant agrees to indemnify and hold harmless Onward Light and the Released Parties against any and all claims, demands, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of (i) Participant’s participation in Services; (ii) Participant’s breach of this Agreement; and/or (iii) any act or omission of Participant that occurs in connection with this Agreement. This indemnification obligation applies regardless of whether the claim is brought by Participant, another participant, a guest, or any third party—and it will survive the termination or expiration of this Agreement.
NO GUARANTEES OR WARRANTIES. Participant understands that Onward Light makes no guarantees, representations, or warranties regarding any specific results, benefits, or outcomes from participating in Services. Participant acknowledges that any statements made by Onward Light, its instructors, or representatives regarding health, wellness, or fitness are opinions only and not medical advice.
NOTICES. Notices under this Agreement must be in writing and may be delivered by personal delivery, certified mail, overnight courier, or email. Notices to Onward Light shall be directed to the contact information listed on Onward Light’s website or most recent written correspondence. Notices to Participant shall be directed to the email or mailing address provided by Participant at the time of purchase.
DISPUTE RESOLUTION; ARBITRATION.
Prior to the commencement of any legal proceeding, the Parties agree to meet in person, with or without counsel, and attempt to resolve any differences related to this Agreement or otherwise. In the event the Parties are unable to reach a resolution within thirty (30) calendar days after a Party requests a meeting, either Party may proceed with a legal cause of action.
Unresolved disputes shall be settled exclusively by arbitration, in accordance with the American Arbitration Association’s commercial rules. Arbitration will occur in Cook County, Illinois, and be governed by Illinois law. The arbitration panel will consist of three (3) arbitrators, and their decision will be final, binding, and written with factual findings.
Judgment on the arbitration award may be entered in any court with jurisdiction. The Parties irrevocably accept the jurisdiction of such courts and agree to be bound by their judgments.
If a court or arbitrator deems any part of this arbitration clause unenforceable, the dispute will be resolved judicially as set forth in Section 21 of this Agreement. The Parties retain the right to seek temporary or preliminary injunctive relief in competent courts to protect rights or property under this Agreement.
GOVERNING LAW; VENUE. This Agreement shall be governed, construed, interpreted, and enforced in accordance with the laws of the State of Illinois, without giving effect to any choice of law or conflict of law provision or rule (whether of the State of Illinois or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Illinois. The Parties hereby agree that any disputes, controversies, or legal actions arising out of or concerning this Agreement, which are not first resolved through the procedures set forth in Section 20 of this Agreement, will be adjudicated exclusively in any federal or state court located in Cook County, Illinois, to which both Parties submit exclusive jurisdiction and venue.
ATTORNEY’S FEES. In any legal action to enforce this Agreement or any rights under this Agreement, the prevailing Party shall be entitled to recover its reasonable attorney’s fees and any court, arbitration, mediation, or other litigation expenses from the other Party.
FORCE MAJEURE. Neither Party shall be liable hereunder for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is on account of causes beyond its control, including labor disputes, civil commotion, war, fires, floods, inclement weather, epidemics, pandemics, governmental regulations or controls, casualty, strikes, or acts of God, in which event the non-performing Party shall be excused from its obligations for the period of the delay and for a reasonable time thereafter. Each Party shall use reasonable efforts to notify the other Party of the occurrence of such an event within three (3) calendar days of its occurrence.
RESERVATION OF RIGHTS. No waiver of any term or provision of this Agreement shall be effective unless made in writing and signed by Onward Light. Onward Light’s failure to enforce any term, condition, or obligation under this Agreement shall not be deemed a waiver of that term or of Onward Light’s right to enforce it at any time thereafter. A waiver of any breach or default shall not be construed as a waiver of any other or subsequent breach. All rights and remedies available to Onward Light under this Agreement are cumulative and in addition to any rights or remedies available at law or in equity.
NO THIRD PARTY BENEFICIARY. This Agreement is entered into solely for the benefit of the contracting Parties and their respective permitted successors and assigns, and nothing in this Agreement is intended, either expressly or impliedly, to provide any right or benefit of any kind whatsoever to any person and/or entity who is not a party to this Agreement or to acknowledge, establish, or impose any legal duty to any third party. Nothing herein shall be construed as an express and/or implied waiver of any common law and/or statutory immunities, defenses, and/or privileges of the Parties, or of any of their respective officials, officers, and/or employees.
NON-ASSIGNMENT. This Agreement is non-assignable in whole or in part by Participant, and any assignment shall be void without prior written consent of Onward Light
MISCELLANEOUS.
Entire Agreement; Amendment. This Agreement and all agreements and instruments delivered in accordance herewith, constitute the entire agreement between the Parties with respect to the subject matter hereof and thereof and supersedes all prior agreements, either oral or in writing, entered into between the Parties. Each Party hereto acknowledges that no other representations or promises outside this Agreement are valid. Any amendment or modification of this Agreement will only be binding if evidenced in writing, signed by each Party or an authorized representative of each Party.
(b) Titles/Headings. The captions and headings are only for convenience of reference, are not to be considered when interpreting this Agreement, and will not limit or construe the provisions to which they apply.
(c) Pronouns and Usage. As used in this Agreement, the singular includes the plural and vice versa. Any use of “they,” “them,” or similar neutral pronouns refers to Participant, regardless of gender or identity, and is intended to promote clarity and inclusivity.
(d) Severability. If any of the provisions of this Agreement are held to be illegal, invalid, or unenforceable, in whole or in part, such determination shall not affect the validity and enforceability of the remaining provisions hereof, all of which shall remain in full force and effect.
(e) Non-Disparagement. During this Agreement, and also upon expiration or termination of this Agreement, both Parties hereby promise and agree not to publicly demean or disparage each other, or any asset either Party owns, or any product or service offered by such Party.
Multiple Counterparts; Electronic Signature. This Agreement may be executed in multiple counterparts that, when taken together, shall constitute a single agreement. This Agreement or any counterpart may be executed via facsimile or electronic transmission, and any such executed facsimile or electronic copy shall be treated as an original.
ACKNOWLEDGMENT AND VOLUNTARY AGREEMENT. By registering for services at Onward Light, attending classes at Onward Light, or using the materials on the website. Participant acknowledges that they have carefully read this Agreement, fully understand its terms and conditions, and voluntarily agree to be bound by them. Participant affirms that they have had the opportunity to ask questions and seek legal counsel, if desired. Participant further acknowledges that they are giving up substantial legal rights by signing this Agreement, including the right to sue Onward Light and any Released Party.