THIS RENTAL AGREEMENT (“Agreement”) as of the effective date, is a contract between you (“You” or “Lessee”) and Global Fitness Inc. (“Global Fitness”, “We”, “Us”, or “Lessor”), collectively called “Parties”. By entering into this Agreement, You agree to the terms and conditions to this Agreement, as may be altered from time to time by Global Fitness without notice.
RECITALS
- Lessee is interested in obtaining or leasing commercial fitness equipment from Lessor;
- Lessor is the rental company which facilities the sale or lease of commercial fitness equipment;
- To the extent that, as part of providing the Service, Global Fitness will provide commercial fitness equipment in exchange for consideration given by Lessee to allow the purchase of said products.
In consideration of the mutual covenants and promises in this Agreement, the receipt and sufficiency f which consideration is hereby acknowledged, the Lessor leases the Equipment to the Lessee, and the Lessee leases the Equipment from the Lessor on the following terms:
1.DEFINITIONS
The terms used in this agreement shall have their normal or common meaning, except that the following capitalized terms shall have the following meanings for the purpose of this Agreement.
- “Casualty Value” means the market value of the Equipment at the end of the Term or when in relation to a Total Loss, the market value the Equipment would have had at the end of the Term but for the Total Loss. The Casualty Value may be less than but will not be more than the original purchase price of the Equipment.
- “Effective Date” means the date to which both parties of signed this Agreement.
- “Equipment” means the commercial grade fitness equipment that is owned by Lessor and which has an approximate value of __________.
- “Force Majeure” means any act of God, strikes, lockouts or other industrial disturbances, acts of the public enemy, acts of terrorism, wars, blockades, insurrections, riots, epidemics, landslides, lightning, earthquakes, fires, storms, floods, washouts, arrest and restraints of governments and people, civil disturbances, and explosions.
- “Freight Payment” means the nonrefundable, initial cost to ship leased equipment to the Lessee.
- “Initial Rent Payment” means the first months lease payment, to be paid in advance as is all future payments.
- “Minimum Rental Period” means a period of six (6) consecutive months.
- “Total Loss” means any loss or damage that is not repairable or that would cost more to repair than the market value of the Equipment.
2.LEASE TERMS OF EQUIPMENT.
The Lessor agrees to lease the Equipment to the Lessee. And the Lessee agrees to lease the Equipment from the Lessor in accordance with the terms set out in this Agreement. The Lessor hereby rents to Lessee, and Lessee rents from the Lessor, the Equipment for a minimum period of no less than six (6) consecutive months. Upon completion of Minimum Rental Period, the Rental Agreement is terminable by Lessee upon submitting a thirty (30) days prior written notice to Lessor in accordance with the notice method listed below.
Upon expiration or termination of this Rental Agreement, Lessee agrees that the Equipment will be shipped back to Global Fitness, by Global Fitness in good working condition, ordinary wear and tear excepted. (No return fee will be charged to Lessee)
3.TERM
The term of this Rental Agreement commences on the Effective Date and will continue for a minimum of six (6) consecutive months, as determined between the Parties. Until termination or expiration is commissioned by either Party, the term will continue on a month to month basis.
4.PAYMENT
Concurrently with the execution of this Agreement, Lessee shall submit to the Lessor the Initial Rent Payment along with Freight Payment prior to equipment going into production. Once payment is secured and both Parties execute this Agreement, Lessor will prepare Equipment for transmittal which may take up to twenty-two (22) business days. If needed, equipment will be substituted with equal or greater valued units, per client’s approval.
The rent owed by Lessee to Lessor will be paid in monthly installments of _____, including tax if applicable, in advance, beginning on the Start Date (one (1) business day after delivery of equipment) and will be paid on the 1st (first) day of each succeeding month throughout the Term (the “Rent”).
Payment must be made either by electronic funds transfer or by credit card. Lessees’ are charged a fee for payment processing and administration as described herein. In order to use certain Site Services, Client must provide account information for at least one valid payment method.
Lessee hereby authorizes Lessor to run credit card authorizations on all credit cards provided by Lessor, to store credit card and banking or other financial details as Lessee’s method of payment for Services, and to charge Lessee’s credit card for the monthly installment amount. Credit cards and PayPal accounts and, if applicable, bank accounts in most countries will be charged by Lessor. If Lessee does not complete an on-time payment through credit card information, Lessor may assess a late payment charge equal to five (5) percent of total amount per month on any overdue amount.
5.USE OF EQUIPMENT
The Lessee will use the Equipment in a good and careful manner and will comply with all of the manufacturer’s requirements and recommendations respecting the Equipment and with any applicable law, whether local, state or federal respecting the use of the Equipment, including, but not limited to, environmental and copyright law.
The Lessee will use the Equipment for the purpose for which it was designed and not for any other purpose.
Unless the Lessee obtains the prior written consent of the Lessor, the Lessee will not alter, modify or attach anything to the Equipment unless the alteration, modification or attachment is easily removable without damaging the functional capabilities or economic value of the Equipment.
- Treadmill Notification.
Each treadmill shall be furnished with an Individual Branch Circuit (also known as a “dedicated” circuit). Circuits for 110 Volt models must include a 20-amp circuit breaker and individual 20 Amp outlet (NEMA 5-20R) for each treadmill, per NFPA70 National Electrical Code. (Does not apply to Residential Clients). - Lessee’s Name and/or Logo.
Lessee agrees that the Lessor can reference Lessee as a customer for promotional purposes and hereby grants the Lessor a right to use Lessee’s name and logos/trademarks on its blog and website in connection therewith.
6.REPAIR AND MAINTENANCE OF EQUIPMENT
The Lessee will, at the Lessee’s own expense, keep the Equipment in good repair, appearance, and condition, normal and reasonable wear and tear excepted. The Lessee will supply all parts that are necessary to keep the Equipment in such state.
If the Equipment is not in good repair, appearance, and condition when it is returned to the Lessor, the Lessor may make such repairs or may cause such repairs to be made as are necessary to put the Equipment in a state of good repair, appearance and condition, normal and reasonable wear and tear excepted. The Lessor will make the said repairs within a reasonable time of taking possession of the Equipment and will give the Lessee written notice of and invoices for the said repairs. Upon receipt of such invoices, the Lessee will immediately reimburse the Lessor for the actual expense of those repairs.
The Lessee may, but is not obligated to, enforce any warranty that the Lessor has against the supplier or manufacturer of the Equipment. The Lessee will enforce such warranty or indemnity in its own name and at its own expense.
Renter must notify the Company promptly in the event any of the equipment breaks down. The Company will arrange for repair or replacement (at the Company’s option) of the broken equipment within seven (7) business days after receipt of notification.
7.WARRANTIES
The Equipment will be in good working order and good condition upon delivery. The Equipment is of merchantable quality and is fit for the following purpose:
- Lessee’s Warranties.
Notwithstanding the Lessor’s repair, service, and maintenance obligations hereunder, Lessee agrees to take reasonable care with respect to the daily use and treatment of the equipment, and shall ensure that the equipment is used for its intended purposes and is not subjected to careless, unusual or needlessly rough usage. It is to be acknowledged that Lessee and/or anyone using equipment do so at their own risk. The Lessor shall not be responsible for any damages to the equipment or other losses caused by the negligent or reckless use of the equipment by Lessee and/or any third party. Lessee is responsible for the replacement of the equipment if it is damaged or stolen at the equipment’s full replacement value at the time of occurrence. Lessee shall agree to carry any and all necessary liability insurance that will cover the use of on-site fitness equipment.
8.LOSS AND DAMAGE
To the extent permitted by law, the Lessee will be responsible for risk of loss, theft, damage or destruction to the Equipment from any and every cause.
If the Equipment is lost or damaged, the Lessee will continue paying Rent, will provide the Lessor with prompt written notice of such loss or damage and will, if the Equipment is repairable, put to cause the Equipment to be put in a state of good repair, appearance and condition.
In the event of Total Loss of the Equipment, the Lessee will provide the Lessor with prompt written notice of such loss and will pay to the Lessor all unpaid Rent for the Term plus the Casualty Value of the Equipment, at which point ownership of the Equipment passes to the Lessee.
9.OWNERSHIP, RIGHT TO LEASE, AND QUIET ENJOYMENT
The Equipment is, and at all times shall remain, the sole and exclusive property of the Lessor; and the Lessee shall have no right, title or interest therein or thereto except as expressly set forth in this agreement.
The Lessee will not encumber the Equipment or allow the Equipment to be encumbered or pledge the Equipment as security in any manner.
The Lessor warrants that the Lessor has the right to lease the Equipment according to the terms in this Agreement.
The Lessor warrants that as long as no Event of Default has occurred, the Lessor will not disturb the Lessee’s quiet and peaceful possession of the Equipment or the Lessee’s unrestricted use of the Equipment for the purpose for which the Equipment was designed.
10.INSURANCE
No insurance coverage for the Equipment is required under this Agreement.
11.TAXES
The Lessee will report and pay all taxes, fees and charges associated with the Equipment, with the use of the Equipment, and with revenues and profits arising out of the use of the Equipment, including, but not limited to, sales taxes, property taxes, and license and registration fees. The Lessee will pay any and all penalties and interest for failure to pay any tax, fee or charge on or before the date on which the payment is due. The Lessee will pay any and all penalties and interest for failure to report required information to any taxing authority with jurisdiction over the Lessee or the Equipment. If the Lessee fails to do any of the foregoing, the Lessor may, but is not obligated to, do so at the Lessee’s expense.
Notwithstanding any other provision of this Agreement, the Lessee will not be required to pay any tax, fee or charge if the Lessee is contesting the validity of same in the manner prescribed by the legislation governing the imposition of the same, or in the absence of a prescribed form, in a reasonable manner. However, the Lessee will indemnify and reimburse the Lessor for damages and expenses incurred by the Lessor arising from or related to the Lessee’s failure to pay any tax, fee or charge, regardless of whether the Lessee pays the same, the Lessee will reimburse the Lessor for the cost upon notification from the Lessor of the amount.
If the Lessee fails to pay any and all taxes, fees and charges mentioned in this Agreement and the Lessor, on behalf of the Lessee, pays the same, the Lessee will reimburse the Lessor for the cost upon notification from the Lessor of the amount.
12.INDEMNITY
- General Indemnity.
Lessee shall release, defend, indemnify and hold Lessor, its parents, subsidiaries and affiliated or related companies, and its and their respective officers, directors, employees, consultants, agents and invitees harmless from and against any and all claims, demands, causes of action, liabilities, damages, judgments, awards, losses, costs, fines, penalties and expenses (including reasonable attorneys’ fees and costs of litigation) of any kind or character (“Claims”), in respect of personal or bodily injury to, sickness, disease or death of, and in respect of damage to or loss or destruction of property owned, leased, rented, or hired by Lessee or its employees, consultants, agents or invitees or Lessee’s subcontractors at any tier or their employees, consultants, agents or invitees, arising out of or in connection with the performance of this contract, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION ANY FORM OF NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF CONTRACT, OR ANY OTHER LEGAL FAULT OR RESPONSIBILITY OF COMPANY, CONTRACTOR, OR ANY OTHER PERSON, PARTY OR ENTITY. - Consequential Damages.
Notwithstanding anything contained in this contract to the contrary, Lessee shall be liable for, and hereby agrees to release, indemnify, defend and hold Lessor, its parents, subsidiaries, licensors, third party service providers, and affiliated or related companies, and its and their respective directors, officers, employees, consultants, agents and invitees, harmless from and against any and all indirect, incidental, special, punitive, exemplary or consequential damages or losses (whether foreseeable or not at the date of this contract), which shall include, without limitation, any and all damages or losses for lost production, lost revenue, lost product, lost profit, litigation costs, installation and removal costs, loss of data, lost business or business interruptions incurred by, or in favor of, Lessee or its co-lessees, co-owners, partners, joint operators and joint venturers, if any, and its and their parents, subsidiaries, licensors, third party service providers, and affiliated or related companies, arising out of, or in connection with, the performance of or subject matter of this contract, REGARDLESS OF THE CAUSE, INCLUDING WITHOUT LIMITATION ANY FORM OF NEGLIGENCE, STRICT LIABILITY, BREACH OF WARRANTY (EXPRESS OR IMPLIED), BREACH OF DUTY (STATUTORY OR OTHERWISE), BREACH OF CONTRACT, OR ANY OTHER LEGAL FAULT OR RESPONSIBILITY OF LESSOR, ITS EMPLOYEES OR AGENTS, OR ANY OTHER PERSON OR PARTY. - Indemnity Obligations.
Except as otherwise expressly limited herein, it is the intent of Parties that ALL INDEMNITY OBLIGATIONS AND/OR LIABILITIES ASSUMED BY SUCH PARTIES UNDER TERMS OF THIS AGREEMENT ARE WITHOUT LIMIT AND WITHOUT REGARD TO THE CAUSE OR CAUSES THEREOF, INCLUDING PREEXISTING CONDITIONS, STRICT LIABILITY, FAULT, BREACH OF CONTRACT OR WARRANTY, OR THE NEGLIGENCE OF ANY PERSON OR PARTY, INCLUDING THE INDEMNIFIED PARTY OR PARTIES, WHETHER SUCH NEGLIGENCE BE SOLE, JOINT, CONTRIBUTORY, OR CONCURRENT, ACTIVE OR PASSIVE, ORDINARY OR GROSS. All indemnities in this Agreement will apply even though an insurer or other person or entity is required to pay for any claim or make a contribution to such claim. Except to the extent prohibited by law, even though insurance may be arranged or other persons or entities may have certain liabilities or obligations, each Party remains responsible for its indemnity and other obligations under this Agreement, even if such insurer or such other person or entity, for any reason, does not satisfy such liability or obligation.
13.RELEASE
In addition to the recognition that Lessor is not a party to any contract between Lessee, you hereby release Lessor, our Affiliates, and our respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute you have with another User, whether it be at law or in equity. This does not apply to any claims against Lessor for breach of this Agreement.
TO THE EXTENT APPLICABLE, YOU HEREBY WAIVE THE PROTECTIONS OF CALIFORNIA CIVIL CODE § 1542 (AND ANY ANALOGOUS LAW IN ANY OTHER APPLICABLE JURISDICTION) WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
14.DEFAULT
The occurrence of any one or more of the following events will constitute an event of default (“Event of Default”) under this Agreement:
- The Lessee fails to pay any amount provided for in this Agreement when such amount is due or otherwise breaches the Lessee’s obligations under this Agreement.
- The Lessee becomes insolvent or makes an assignment of rights or property for the benefit of creditors or files for or has bankruptcy proceedings instituted against it under the Federal bankruptcy laws of the United States or another competent jurisdiction.
- A writ of attachment is levied on the Equipment and is not released or satisfied within 10 days.
15.REMEDIES
On the occurrence of an Event of Default, the Lessor will be entitled to pursue any one or more of the following remedies (“Remedies”):
- Declare the entire amount of the Rent for the Term immediately due and payable without notice or demand to the Lessee.
- Apply the Deposit toward any amount owing to the Lessor
- Commence legal proceedings to recover the Rent and other obligations accrued before and after the Event of Default.
- Take possession of the Equipment, without demand or notice, wherever same may be located, without any court order or other process of law. The Lessee waives any and all damage occasioned by such taking of possession.
- Terminate this Agreement immediately upon written notice to the Lessee.
- Pursue any other remedy available in law or equity.
16.ADDITIONAL DOCUMENTS
Upon written demand by the Lessor, the Lessee will execute and deliver to the Lessor documents required by the Lessor to protect the Lessor’s interest in the Equipment including, but not limited to, the documents necessary to file a UCC financing statement.
17.DISPUTE RESOLUTION
- Informal Dispute Resolution.
If a dispute arises between You and Lessor or our Affiliates, our goal is to resolve the dispute quickly and cost-effectively. Accordingly, You, Lessor, and our Affiliates agree to resolve any claim, dispute, or controversy that arises out of or relates to this Agreement, your relationship with Lessor, the termination of your relationship with Lessor, or the Site Services (each, a “Claim”) in accordance with this Section. For the avoidance of doubt, Claims include, but are not limited to, all claims, disputes, or controversies arising out of or relating to the Rental Agreement, any Contract, escrow payments or agreements, any payments or monies you claim are due to you from Lessor or its Affiliates or successors, trade secrets, unfair competition, false advertising, consumer protection, privacy, compensation, classification, minimum wage, seating, expense reimbursement, overtime, breaks and rest periods, termination, discrimination or harassment and claims arising under the Uniform Trade Secrets Act as enacted in any state, Civil Rights Act of 1964, Americans With Disabilities Act, Age Discrimination in Employment Act, Family Medical Leave Act, Fair Labor Standards Act, Employee Retirement Income Security Act (except for claims for employee benefits under any benefit plan sponsored by the Company and (a) covered by the Employee Retirement Income Security Act of 1974 or (b) funded by insurance), Affordable Care Act, Genetic Information Non-Discrimination Act, state statutes or regulations addressing the same or similar subject matters, and all other federal or state legal claims arising out of or relating to your relationship with Lessor or the termination of that relationship. Only with respect to the Arbitration Provision, Claims do not include disputes that may not be subject to a pre-dispute arbitration agreement as provided by the Dodd-Frank Wall Street Reform and Consumer Protection Act (Public Law 111-203) and are excluded from the coverage of the Arbitration Provision. You agree that any and all Claims must be resolved as described throughout this Agreement. - .Alternative Dispute Resolution.
All disputes (the "Dispute") arising out of or relating to this Agreement or the furnishing of Work hereunder shall be resolved by final and binding arbitration, conducted in accordance with the Commercial Rules of Arbitration of the American Arbitration Association (the "Rules") which are deemed to be incorporated by reference. The tribunal shall be composed of one (1) neutral arbitrator if the Dispute involves a maximum exposure of less than $1,000,000. If the Parties are unable to agree on a neutral arbitrator, one will be appointed pursuant to the Rules. If the Dispute involves a maximum exposure in excess of $1,000,000, then the Tribunal shall consist of three (3) arbitrators, with each Party appointing one arbitrator, and the two arbitrators so appointed appointing the third arbitrator who shall act as Chair (the "Tribunal"). The place of arbitration shall be Shoreline, Washington, and the proceedings shall be conducted and concluded as soon as reasonably practicable, based upon the schedule established by the Tribunal, which the Tribunal may modify for good cause shown. No award shall be made for punitive, special, exemplary, or consequential damages or losses, including loss of profits or loss of business opportunity. Judgment on the award may be entered in, and enforced by, any court of competent jurisdiction. All statutes of limitation that would otherwise be applicable shall apply to the Dispute. Any attorney-client privilege and other protection against disclosure of privileged or confidential information, including without limitation, any protection afforded the work-product of any attorney, that could otherwise be claimed by any Party shall be available to, and may be claimed by, any such Party in any arbitration proceeding. The Parties shall treat all matters relating to the arbitration as confidential. Subject to each Party’s right to cooperate fully with the United States’ authorities, the Parties understand and agree that this confidentiality obligation extends to information concerning the fact of any request for arbitration, and any ongoing arbitration, as well as all matters discussed, discovered, or divulged, (whether voluntarily or by compulsion) during the course of such arbitration proceeding. It is the desire of the Parties that any Dispute is resolved efficiently and fairly and the Tribunal shall act in a manner consistent with these intentions. -
Class Action and Jury Trial Waiver.
This arbitration provision affects your ability to participate in class, collective or representative actions. Both you and Lessor agree to bring any dispute in arbitration on an individual basis only, and not on a class, collective, or representative basis on behalf of others. There will be no right or authority for any dispute to be brought, heard or arbitrated as a class, collective, representative or private attorney general action, or as a member in any such class, collective, representative or private attorney general proceeding (“Class Action Waiver”). The Class Action Waiver does not prevent you from bringing a Claim in arbitration as a private attorney general solely on your own behalf and not on behalf of others. Notwithstanding any other portion of this Arbitration Provision or the JAMS Rules, the arbitrator will have authority to hear any Claim on a class, collective, or representative basis if, only if, and only to the extent that, the arbitrator determines that the waiver of such class, collective, or representative Claim is unenforceable. You and Lessor agree that you will not be retaliated against, disciplined or threatened with discipline as a result of exercising any rights under Section 7 of the National Labor Relations Act by filing or participating in a class, collective or representative action in any forum. However, Lessor may lawfully seek enforcement of this arbitration provision and the Class Action Waiver under the Federal Arbitration Act and seek dismissal of such class, collective or representative actions or claims.
You may opt out of the foregoing arbitration and class action/jury trial waiver provision of this Agreement by notifying Lessor in writing within 30 days of the date you first registered for the Site, stating: (a) your account username, (b) your name, (c) your address, (d) your telephone number, (e) your email address, and (f) a clear statement indicating that you do not wish to resolve claims through arbitration and demonstrating compliance with the 30-day time limit to opt out of the above arbitration and class action/jury trial waiver provisions.
18.MISCELLANEOUS
- Exclusivity.
Redress under the indemnity and release provisions set forth in this Agreement shall be the exclusive remedy/remedies available to the Parties for the Claims covered by such provisions. - Entirety.
Subject to the foregoing, these Terms set forth the entire and complete agreement of the parties as to the subject matter hereof, and supersedes any and all proposals, negotiations, agreements, and representations of the Parties prior to the execution hereof, including without limitation, prior drafts or prior versions of these Terms. - Enforcement and Waiver.
Lessor’s failure to enforce any rights granted by these Terms or to take action against any other party in the event of any breach shall not be deemed a waiver by Lessor as to subsequent enforcement of rights or subsequent actions in the event of future breaches. - Compliance.
In the performance of Lessee, Lessee shall comply (and shall cause and require its subcontractors and its and their employees and agents to comply) with all laws, rules, regulations and orders (federal, state, local or otherwise) that are now or may hereafter become applicable to Lessee’s business, equipment or personnel or to such service. If any terms of this Agreement are in conflict with any such law, rule, regulation or order, the terms of this Agreement so in conflict shall not apply and such law, rule, regulation or order shall prevail. - Modifications and Amendments.
No amendment, change, modification, waiver, extension, renewal, ratification, rescission or discharge of this Agreement or of any provision hereof or any representation, promise or condition relating to this Agreement shall be binding upon a Party unless made in writing, signed by the Parties, and specifically referencing this Agreement. - Assignability.
This Agreement shall be binding upon the Parties and their respective successors, heirs, and assigns; provided, however, that neither this Agreement nor the Work performed or provided hereunder shall be assigned or subcontracted by Lessee without the written consent of Lessor and that any assignment or subcontract shall not relieve Lessee of its obligations hereunder. Neither this Agreement nor the Work performed or provided hereunder shall be assigned or subcontracted by Lessor without the written consent of Lessee and that any assignment or subcontract shall not relieve Lessor of its obligations hereunder. - Severability.
In the event one or more of the provisions contained in this Agreement shall be held, for any reason, to be invalid, void, illegal, contrary to law and/or unenforceable in any respect, this Agreement shall be deemed to be amended to partially or completely modify such provision or portion thereof to the extent necessary to make it enforceable. If necessary, this Agreement shall be deemed to be amended to delete the unenforceable provision or portion thereof, in which event such invalidity, voidness, illegality or unenforceability shall not affect the remaining provisions hereof and this Agreement shall remain unaffected and shall be construed as if such invalid, void, illegal or unenforceable provision never had been contained herein. The Parties agree and acknowledge that this Agreement has been jointly drafted and negotiated by both Parties and thus that no provision shall be construed against a Party on grounds that it drafted, proposed or revised such provision (or any other proposed or final provision for this Agreement). - Force Majeure.
Neither party shall be considered in breach of an obligation under the Terms, other than obligations to pay money, to the extent the party can demonstrate that fulfillment of the obligation has been prevented by a force majeure event. "Force majeure" shall include, but not be limited to, acts of God, laws and regulations, strikes, lightening, fire, flood, washout, storm, war (declared or undeclared), acts or threats of terrorism, breakage or accident to equipment or machinery, and any other causes that are not reasonably within the control of the party affected. - Governing Law.
This Agreement shall be governed and construed in accordance with the laws of the State of California (excluding any choice-of-law rule that would refer to the law of another jurisdiction, except as otherwise expressly provided herein, provided, however, if any portion of the work or services to be provided takes place in, upon or over the navigable waters of the United States of America, then this Agreement will be governed and controlled exclusively by the General Maritime Law of the United States of America. The Parties agree that any conflicts shall be resolved in accordance with the Alternative Dispute Resolution section, however should the Parties bring any action in a court, the Parties consent to personal jurisdiction in any action brought in any court, federal or state, within California, having subject matter jurisdiction arising under this Agreement. With respect to any such claim, the Parties irrevocably waive, to the fullest extent permitted by law, any claim, or any objection they may now or hereafter have, that venue is not proper to any such suit, action, or proceeding brought in such a court in Gardenia, California, including any claim that such suit, action, or proceeding brought in such court has been brought in an inconvenient forum and any claim that a party is not subject to personal jurisdiction or service of process in such California forum. - Notice.
Any notices to Lessor provided for herein shall be in writing and sent by prepaid mail (or hand-delivery or a nationally recognized courier company) to Lessor at the addresses stated below or by email at legal@globalfitness.com :
Global Fitness, Inc.
California
Attn: - Titles/Heading.
Headings and titles are inserted for the convenience of the Parties only and are not to be considered when interpreting this Agreement. - Survival.
After this Agreement terminates, the terms of this Agreement and the other Terms of Service that expressly or by their nature contemplate performance after the Agreement terminates or expires will survive and continue in full force and effect. For example, the provisions protecting Confidential Information, requiring arbitration, permitting audits, protecting intellectual property, requiring non-circumvention, indemnification, payment of fees, reimbursement and setting forth limitations of liability each, by their nature, contemplate performance or observance after this Agreement terminates. - Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute the same single agreement.
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