Jaime Filer Training, LLC Membership Agreement Terms and Conditions
These Jaime Filer Training, LLC Membership Agreement Terms and Conditions (“Terms and Conditions”) are effective as of May 1, 2020, and are fully incorporated into, and are a part of any and all, Jaime Filer Training, LLC Membership Agreements (“Agreements”) between a Client and Jaime Filer Training, LLC which are executed on or after May 1, 2020. Any capitalized terms which are used within the Terms and Conditions and have a specific definition within the Client Agreements will be assumed to have the same definition in both documents.
General Terms and Conditions
1.1 Any Agreement which is executed may be cancelled within three business days of the date of execution, excluding weekends and legal holidays.
1.2 SHOULD YOU (THE CLIENT) CHOOSE TO PAY FOR MORE THAN ONE (1) MONTH OF THIS AGREEMENT IN ADVANCE, BE AWARE THAT YOU ARE PAYING FOR FUTURE SERVICES AND MAY BE RISKING LOSS OF YOUR MONEY IN THE EVENT THIS HEALTH STUDIO AND/OR THIS BUSINESS LOCATION CEASES TO OPERATE. THIS HEALTH STUDIO IS NOT REQUIRED BY FLORIDA LAW TO PROVIDE ANY SECURITY, AND THERE MAY NOT BE OTHER PROTECTIONS PROVIDED TO YOU SHOULD YOU CHOOSE TO PAY IN ADVANCE.
1.3 If JFT was to ever go out of business or become unavailable to you due to distance, all Agreements affected will be cancelled and a refund will be provided for any pre-paid services. If a monthly payment has been made, all refunds will be prorated based on the date of the event which triggered the cancellation and the end of the pre-paid term.
Warranty, Limitation of Liability, and Indemnification.
2.1 JFT does not warrant or guarantee any of the services provided to Client. Specifically, JFT makes no warranties, express or implied, written or oral, with regard to the services provided, and hereby expressly disclaims all such warranties, including without limitation, any warranties of merchantability or warranties of fitness for a particular use or purpose.
2.2 JFT does not warrant or guarantee any of the products which are recommended to be used in conjunction with, or in support of the program.
2.3 In no event shall JFT be liable for any incidental, special, or consequential damages, even if JFT has been advised of the possibility of such potential damages. Further, JFT will only be liable to Client for actual damages, not to exceed the total Agreement price, for any damages arising from any cause, whatsoever, and regardless of the form of action, whether in contract or tort, including negligence.
2.4 Client agrees to indemnify and hold harmless JFT, and its officers, directors, employees, participants, agents, successors, and assigns against any and all liability, penalties, damages, expenses, and judgments by reason of any injury or claim of injury to person or personal property including death, excluding instances of JFT’s sole gross negligence, which arise out of participation in the services provided to the Client by JFT.
Damages for Breach/Cancellation of the Agreement
3.1 Should Client default on its obligations under the Agreement, including being late on any payments required by the Agreement, JFT will have the option to accelerate the remainder of the balance of the total agreement price and Client agrees to remit this payment upon receipt of the full invoice.
3.2 JFT shall have the right to charge an annual interest equaling twelve percent (12%) or the maximum annual interest rate allowed by the laws of any governing jurisdiction, whichever is lower, and may assess late fees of five percent (5%) on the outstanding amount owed if not paid within seven (7) days of the original due date.
3.3 Additionally, if a failure to make timely payment occurs, JFT may: 1.) cease performance of all obligations without liability; and 2.) take any other reasonable action deemed appropriate by JFT relative to the Agreement. Client will pay all costs and expenses, including attorney and collection fees, incurred by JFT in enforcing its rights and remedies under any Agreement. JFT shall not be liable to Client for any damages, including lost profits, lost savings, or other incidental or consequential damages arising from JFT’s enforcement of this Section or its actions to collect money owed.
3.4 Neither the Client nor JFT shall be liable for any punitive damages.
3.5 JFT may terminate any agreement with a client at any time for any reason. If a payment has been made and JFT elects to terminate an agreement, JFT shall refund the Client for any amounts owed at a prorated amount.
3.6 JFT may terminate any agreement if a client breaches its duties under the agreement. If JFT intends to cancel for cause, it must provide Client with at least three (3) days to cure any breach of the agreement. If Client fails to cure the breach, JFT may terminate the agreement and maintain any funds due for the remainder of the Agreement.
3.7 The Client may only terminate the agreement if JFT materially breaches the Agreement and does not cure such breach within three (3) business days. However, Client specifically acknowledges that results of any exercise or training program will vary and that a lack of expected results is not considered a material breach of any agreement with JFT. Further, Client can terminate any agreement at the end of a term, so long as proper notice is provided to JFT.
4.1 The Agreement and these Terms and Conditions make up the sole agreement between the Parties relating to the services provided by JFT and these supersede all prior understandings, writings, proposals, representations, or communications, written or oral, of any Party. The Agreement may only be amended by a written instrument executed by the authorized representatives of the Parties. These Terms and Conditions are subject to change, so long as written notice is provided to the Client within fifteen days of any changes.
4.2 No Agreement may be transferred or assigned by the Client. JFT may assign any agreement, in whole or in part, at any time to any party with notification to Client. This shall include, but not be limited to, the right to use any subcontractor(s) in connection with any of the JFT responsibilities under the Agreement. All of the covenants, terms, and provisions in any Agreement shall be binding upon, and inure to the benefit of, the successors and assigns of JFT and Client.
4.3 This Agreement shall be governed by the laws of the State of Florida and shall be construed in accordance with the laws of Florida, without regard to its conflicts of laws principles. The exclusive venue of any cause of actions in connection with this Agreement shall be in Pinellas County, Florida, and each party hereby waives any claim that such courts do not have jurisdiction or are an inconvenient forum.
4.4 In the event of a claim or dispute arising out of the Agreement, the Parties may, by written notice to the other, seek to resolve such claim, or dispute as follows: within ten (10) days of such written notice, a meeting shall take place between no less than one principal of each Party, wherein an attempt shall be made in good faith to resolve the claim or dispute. If the disagreement is not resolved during this initial meeting, one or more additional meetings shall promptly be held until such time as the matter is resolved. If a principal of either Party declares an impasse between the parties with regard to the claim or dispute, then the claim or dispute shall be resolved by arbitration. Any arbitration shall follow the Rules of Arbitration of the International Chamber of Commerce (the “ICC”). The decision of the arbitral tribunal shall be final and may not be appealed. The parties hereto expressly waive their right to trial by jury in connection with any claim, demand, or action arising out of this agreement.
4.5 The Parties shall not be responsible to each other for any liability, loss, or damage incurred by the other party and arising out of, or in connection with, any cause beyond its control, including: labor disputes, riots, fires, insurrection, war, terrorism, embargoes, acts or regulations of civil or military authority, acts of God or of the public enemy, or any other cause not within the reasonable control of the Parties. However, this clause shall not relieve Client from making payments which are required under this Agreement.
4.6 If any claim is alleged or brought to arbitration by either Party against the other, either to enforce the rights of any Party hereto or to clarify rights and obligations hereunder, the substantially prevailing Party shall be entitled to recover from the other Party thereto the reasonable costs and expenses, including reasonable attorneys’ fees and costs associated with the claim or dispute.
4.7 If at any time, JFT fails to enforce any of its rights under this Agreement, it shall not be deemed to have waived its rights to enforce its rights under any agreement. If JFT waives a right under any section of an Agreement, that waiver shall not prejudice or constitute a waiver of JFT’s right otherwise to demand strict compliance with any Agreement any other time. No prior waiver by JFT, nor any course of dealing between the Parties, shall constitute a waiver of any of JFT’s rights or of any of Client’s obligations as to any Agreement or other future transactions.
4.8 Any determination of any court, government body, or otherwise, that any provision of a Membership Agreement or these Terms and Conditions is invalid or unenforceable shall not affect the validity or enforceability of any other provision. Each provision shall be valid and enforceable to the fullest extent allowed by applicable law.
4.9 All notices required pursuant to any Agreement shall be sent via any form of written communication in which the Parties frequently engage in during the course of business with each other.
4.10 All Membership Agreements may be executed in any number of counterparts, each of which shall be an original, and all of which shall together constitute one and the same instrument.