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Fitness Club Discount Program - Club Application Legal Agreement
Fitness Club Discount Program Terms and Conditions
By submitting a Fitness Club Discount Program club application you agree to our terms and conditions.
These Terms and Conditions (the "Terms") will govern the relationship between Washington Wellness ("Company") and participating Clubs ("Client") and sets forth the parties' respective rights and obligations with respect to each other, the Fitness Club Discount Program ("Directory") and state employees, state retirees, and the family members of state employees and retirees ("Customer").
Services: Washington Wellness shall provide Client with a listing for each of the Client's fitness facilities in the Directory for which the Client provides complete information. Client agrees that it will provide accurate information when submitting information and honor any and all discounts listed by Client in the Directory to the Customer.
Information Provided by the Client: The Company may, with or without cause, and without any prior notice or liability, delete any information or files that the Client may maintain in the Directory. The Client should keep a copy of all of their material in the Directory because the Company will not undertake to retain copies of any material Company or others may delete from the Directory.
Client Content: Client hereby grants Company an unlimited, royalty-free, perpetual, worldwide license to use the content, images, text, graphics and other material available on Client's website and other marketing materials ("Client Content") for the purpose of providing additional information to the Customer and promoting the Directory. Notwithstanding the foregoing, Client shall retain all ownership and proprietary rights to the Client Content.
Termination/Access/Failure to Comply: The Company may terminate these Terms, with or without cause, immediately without notice. The Client may terminate these Terms, with or without cause, upon ten (10) days prior written notice to Company. Upon termination of these Terms, the Company shall cease to provide Client listing(s) in the Directory. In addition, the Company has the right to terminate, suspend or restrict the Client's access to the Directory, unilaterally and without notice, in the event the Client violates any of the Terms. In addition, if asked to do so, the Client agrees that they will not attempt to further access the Directory including, but not limited to, submitting a Fitness Club Discount Program club application.
Client Representations and Warranties: Client represents and warrants that: (a) the Customers shall have no obligation to purchase and/or subscribe to any product and/or service offered by Client; and (b) it is, and will remain, duly licensed, authorized and certified by all applicable governmental regulatory authorities to operate its business as it is now conducted during the duration of these Terms.
Company Representations and Warranties: Company represents and warrants that: (a) it is duly authorized and certified to provide this service to Client and Customers; (b) it has full power and authority to enter into these Terms; and (c) the execution, delivery and performance by Company of these Terms will not violate any law, statute or other governmental regulation.
Indemnification: Client agrees to indemnify, defend, and hold harmless Company and its officers, directors, employees, representatives, agents, subsidiaries, and affiliates, from and against any and all third party claims, actions, liabilities (including all reasonable costs, expenses and attorneys' fees) arising from or in connection with: (a) any claim that Client's use of customer information violates any law including, but not limited to, Client's violations of any and all laws pertaining to a right of privacy or publicity, intellectual property, or any other right; (b) the products and/or services provided by Client to its customers; (c) Client's gym business including, without limitation, any dispute associated with the gym business premises; (d) any claim by a third party for any injury stemming from the Client's gym business premises; and/or (e) Client's breach of any of its obligations, representations or warranties contained herein. Company shall agree to Client's sole control over the defense and any settlement of such claims; provided, however, that Client shall not agree to any settlement that could adversely affect the rights or interest of Company without the prior written consent of Company.
Warranties/Limitation of Liability: In no event will Company be liable to Client, or any other third party, in any respect whatsoever including, without limitation, for any damages, either direct, indirect, consequential, special, incidental, actual, punitive or any other damages, or for any lost business or profits of any kind of nature, arising out of or in connection with these terms, under any and all causes of action, even if Company knew or should have known of the possibility of such damages. Except as expressly provided in these Terms, the Company makes no warranty whatsoever, express or implied, as to services, support, and/or information. Company makes no warranty as to whether Client will realize any profit or receive any payment as a result of executing these Terms and/or their listing(s) in the Directory. Company disclaims any warranties that could be implied in contract, in law, or in equity including, without limitation, any implied warranty of merchantability, fitness for a particular purpose, quality, accuracy, completeness, reliability or performance, or arising from usage of trade, course of dealing or course of performance. In no event shall the Company's liability (whether in contract, tort, or otherwise) for monetary damages under these Terms exceed zero (0) dollars.
Miscellaneous: These Terms shall be governed by, interpreted and construed in accordance with the laws of the State of Washington, notwithstanding its choice of law provisions. The parties agree that the exclusive jurisdiction and venue of any action with respect to these Terms shall be in the state and federal courts located in Olympia, Washington, and each of the parties hereby submits to the exclusive jurisdiction and venue of such courts for the purpose of such action. The parties to these Terms are independent contractors and no agency, partnership, joint venture or employer-employee relationship is intended or created hereby. These Terms set forth the entire understanding and agreement of the parties and supersedes any and all prior oral or written agreements or understandings between the parties as to the subject matter hereof and may be changed only by a subsequent writing signed by both parties. These Terms are non-exclusive to Company and Company shall have the right to enter into similar agreements with other third parties. In the event that any provision of these Terms shall for any reason be held to be invalid, illegal or unenforceable in any respect, the remaining provisions shall remain in full force and effect. By signing, Client acknowledges and affirms that Client has read, understands and agrees to the provisions of these Terms.
IN WITNESS WHEREOF, the parties hereto have caused these Terms to be executed by their duly authorized representatives as of the date the Fitness Club Discount Program club application was submitted through (a) the end of the current calendar year if submitted January through September; or (b) the end of the next calendar year if submitted October through December.
I have read and agree to the Fitness Club Discount Program Terms and Conditions.