NDA & Release
NON-DISCLOSURE AGREEMENT (NDA)
I agree as follows:
This agreement is entered into between Fit Diesel LLC and the undersigned (hereinafter, "Client" or "Me").
In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be referred to alternative dispute resolution by a Tennessee Supreme Court Rule 31 Certified Mediator. In the event Any controversy or claim arising out of or relating to this contract, or the breach thereof remains, the matter shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the Circuit or Chancery Courts of Knox County, Tennessee having jurisdiction thereof.
ATTORNEY'S FEES AND COSTS:
Should any dispute or legal action arise out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, paralegal fees, expenses and costs incurred in connection with such a dispute or action, through all appeals nd collection efforts.
NO WAIVER:
The failure of either party to this Agreement to enforce at any time any of the provisions hereof shall not be a waiver of that party's right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
SEVERABILITY:
If any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement; rather, the entire Agreement shall be structured as if not containing the particular obligations to each party and the remaining provisions shall be valid and enforceable to the fullest extent permitted by applicable law. If a declaration of invalidity or unenforceability materially alters the intent of the parties to this Agreement, the parties are obligated to replace the invalidated provision with a provision that best approximates the legal and economic intent of the invalidated provision.
MODIFICATION:
This Agreement may only be modified, altered or amended, in whole or in part, by a written agreement setting forth such changes, signed by an authorized representative of the Client and a Member of Fit Diesel LLC.
ENTIRE AGREEMENT:
This Agreement, the Rate Agreement and any addendums and exhibits herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, discussions, understandings, and agreements between the parties regarding the subject matter of this Agreement.
FORCE MAJEURE:
Neither party to this Agreement shall be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including fires, labor disputes, embargoes, requirements imposed by Government regulation, civil or military authorities, judicial decisions, acts of God or by the public enemy, except for any money which may be due pursuant to the terms of this Agreement.
GOVERNING LAW:
This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee. The venue for any disputes arising out of this Agreement or the party's respective obligations shall be exclusively in Knox County, State of Tennessee.
NOTICES:
All notices, demands, or other communications to be given hereunder shall be in writing, shall be given either by personal delivery, acknowledged electronic communication, confirmed facsimile, or by mail and shall be deemed to have been made when personally delivered.
I acknowledge that I have read, understood and agree to the terms andconditions of this Non-Disclosure Agreement (NDA) as shown above.
==============================
RELEASE
I, the Client, agree as follows
DECLARATIONS:
This agreement is entered into between Fit Diesel LLC and the undersigned ("Client" or "Me"). The provision of law enforcement/military related training services by Fit Diesel LLC to Client, and Client's use of any premises, facilities, or equipment are contingent upon this agreement.
ASSUMPTION OF RISK:
I agree that in receiving strength, conditioning, flexibility, and dietary programming from Fit Diesel LLC and its employees, and in entering the Fit Diesel LLC premises or using any equipment or facility on said premises for any reason, I do so at my own risk and assume the risk of any and all injury and/or damage I, or my guest in, on, or about the premises may suffer, whether engaging in physical exercise or not. This includes injury or damages sustained while and/or resulting from using any premises or facilities, or using any equipment, whether provided to me by Fit Diesel LLC or otherwise, including any injuries or damages arising out of the negligence of Fit Diesel LLC, whether active or passive, or any of Fit Diesel LLCs insurers, employees, officers, directors, administrators, successors, or assigns.
My assumption of risk includes, but is not limited to, my use of any exercise equipment or facilities or online instruction/training.
I assume my risk of participation in any activity, class, program, instruction, or event, including but not limited to strength, conditioning, flexibility, dietary programming, recipes, recipe hacks and training services taught by Fit Diesel LLC, whether in-person or remotely by Fit Diesel LLC personnel or from an online video instruction by Fit Diesel LLC or from an online download from Fit Diesel LLC.
I agree that I am voluntarily participating in the aforementioned activities and assume all risk of injury, illness, damage, or loss to me, my property, or my guest or their property, that may result, including, without limitation, any loss or theft of any personal property, whether arising out of the negligence of trainer or otherwise.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability or death, and I assume all such risk.
I expressly understand that results (aka, end results) are NOT guaranteed by using this App or using the information the App provides. I assume responsbility for any results that may occur. I understand that results may vary, and any results I may have seen (aka, wanted, desired, hoped for, etc.) may not happen to/for me, the user.
I expressly understand Fit Diesel LLC and employees of Fit Diesel LLC are not registered dieticians or nutritionist.
I expressly understand Fit Diesel LLC dietary programming recommendations are based on experience and the experience of others.
I take full responsibility for agreeing to accept and utilize dietary programming and strength and conditioning and exercise recommendations given to me by Fit Diesel LLC.
I agree that I am voluntarily participating in the aforementioned activities and assume all risk of injury, illness, damage, or loss to me or my property that may result, including, without limitation, any loss or theft of any personal property, whether arising out of the negligence of trainer or otherwise.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability or death, and I assume all such risk.
RELEASE:
I agree on behalf of myself (and all my personal representatives, heirs, executors, administrators, agents, and assigns) to release and discharge Fit Diesel LLC (and Fit Diesel LLCs employees, insurers, officers, directors, administrators, successors, or assigns) from any and all claims or causes of action (known or unknown) arising out of the negligence of Fit Diesel LLC, whether active or passive, or any of Fit Diesel LLCs insurers, employees, officers, directors, administrators, successors, or assigns.
This waiver and release of liability includes, without limitation, injuries which may occur as a result of (a) my use of any exercise equipment which may malfunction or break, (b) improper maintenance of any exercise equipment, facilities, or premises, (c) negligent instruction or supervision, (d) negligent hiring or retention of employees, and/or (e) slipping or tripping and falling while on any portion of a premises or while traveling to or from Fit Diesel LLC, including injuries resulting from Fit Diesel LLCs negligent inspection or maintenance of the facility or premises.
INDEMNIFICATION:
By execution of this agreement, I expressly agree to indemnify and hold harmless Fit Diesel LLC against any and all claims, demands, damages, rights of action, or causes of action, of any person or entity, that may arise from injuries or damages sustained by me resulting from or arising out of the use of Fit Diesel LLC programming, equipment, and facilities.
ACKNOWLEDGMENTS:
I expressly agree that the foregoing release, waiver, assumption of risk, and indemnity agreement is intended to be as broad and inclusive as permitted by the State of Tennessee and that if any portion thereof is held invalid, it is agreed that the balance shall, not withstanding, continue in full legal force and effect.
I acknowledge that I am solely responsible for my safety and well-being while receiving any and all training and instruction from Fit Diesel LLC, its insurers, employees, officers, directors, and associates.
I understand that this release is enforceable for any service(s), instruction(s), video(s), recommendation(s), whether live, taped, online, virtual and/or in-person that I may participate in now or in the future.
I agree to comply with all rules imposed by Fit Diesel LLC, its insurers, employees, officers, directors, and associates.
I agree to comply with all rules imposed by Fit Diesel LLC, its insurers, employees, officers, directors, and associates regarding the receiving of any law enforcement/military related training and instruction. I agree to conduct the programming as given, and to refrain from using any training/instruction inconsistent with its intended design and purpose.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability and death.
I understand and agree Fit Diesel LLC, its insurers, employees, officers, directors, and associates is not responsible for property that is lost, stolen, or damaged while in, on, or about the premises.
DISPUTES:
In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be referred to alternative dispute resolution by a Tennessee Supreme Court Rule 31 Certified Mediator. In the event Any controversy or claim arising out of or relating to this contract, or the breach thereof remains, the matter shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the Circuit or Chancery Courts of Knox County, Tennessee having jurisdiction thereof.
ATTORNEY'S FEES AND COSTS:
Should any dispute or legal action arise out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, paralegal fees, expenses and costs incurred in connection with such a dispute or action, through all appeals and collection efforts.
NO WAIVER:
The failure of either party to this Agreement to enforce at any time any of the provisions hereof shall not be a waiver of that party's right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
SEVERABILITY:
If any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement; rather, the entire Agreement shall be structured as if not containing the particular obligations to each party and the remaining provisions shall be valid and enforceable to the fullest extent permitted by applicable law. If a declaration of invalidity or unenforceability materially alters the intent of the parties to this Agreement, the parties are obligated to replace the invalidated provision with a provision that best approximates the legal and economic intent of the invalidated provision.
MODIFICATION:
This Agreement may only be modified, altered or amended, in whole or in part, by a written agreement setting forth such changes, signed by an authorized representative of the Client and a Member of Fit Diesel LLC.
ENTIRE AGREEMENT:
This Agreement, the Rate Agreement and any addendums and exhibits herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, discussions, understandings, and agreements between the parties regarding the subject matter of this Agreement.
FORCE MAJEURE:
Neither party to this Agreement shall be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including fires, labor disputes, embargoes, requirements imposed by Government regulation, civil or military authorities, judicial decisions, acts of God or by the public enemy, except for any money which may be due pursuant to the terms of this Agreement.
GOVERNING LAW:
This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee. The venue for any disputes arising out of this Agreement or the party's respective obligations shall be exclusively in Knox County, State of Tennessee.
NOTICES:
All notices, demands, or other communications to be given hereunder shall be in writing, shall be given either by personal delivery, acknowledged electronic communication, confirmed facsimile, or by mail, and shall be deemed to have been made when personally delivered.
I HAVE READ THE FOREGOING WAIVER AND RELEASE OF LIABILITY AND VOLUNTARILY EXECUTED THIS DOCUMENT WITH FULL KNOWLEDGE OF ITS CONTENT, AND FURTHER AGREE THAT NO ORAL REPRESENTATIONS, STATEMENTS, OR INDUCEMENT APART FROM THE FOREGOING WRITTEN AGREEMENT HAS BEEN MADE.
I acknowledge that I have read, understood and agree to the terms and conditions of this Release as shown above.
I agree as follows:
This agreement is entered into between Fit Diesel LLC and the undersigned (hereinafter, "Client" or "Me").
- The Fit Diesel LLC Nutrition Instructions and recommendations shall be read solely and exclusively by me, the Client, I agree to take all measures necessary to prevent any unauthorized party from having access to or reading the Fit Diesel LLC Nutrition Instructions and recommendations, and from disclosing any of Fit Diesel LLC Nutrition materials.
- I shall not at any time directly or indirectly, publish, disseminate, duplicate or in any other manner disclose, without the specific written consent of Fit Diesel LLC, any information of any kind dealing with or in any way relating to the development, instruction, or exploitation of Fit Diesel LLCNutrition Instructions, recommendations, and program materials (any element thereof (including, without limitation, the Fit Diesel LLC Nutrition Instructions, recommendations, and program materials or the business or affairs of Fit Diesel LLC and persons rendering services for or supplying materials to Fit Diesel LLC (collectively, "Confidential Information").
- I agree that Fit Diesel LLC is the sole owner of all rights in and to the Fit Diesel LLC Nutrition Instructions, recommendations, and program materials, and I shall not permit the Fit Diesel LLC Dietary Programming Instructions, recommendations, and program/training materials to be copied, in whole or in part, by any means for any purposes.
- I acknowledge and agree that the Confidential information derives independent of economic value from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use. I acknowledge that any disclosure by me, the Client, with respect to the Fit Diesel LLC Nutrition Instructions, recommendations, and program/training materials, or other breach by me, the Client, of this Agreement will cause irreparable injury to Fit Diesel LLC, not readily measurable in money, and for which Fit Diesel LLC, without waiving of any other rights or remedies, shall be entitled to injunctive relief.
- I agree to promptly return the copy of the Fit Diesel LLC Dietary Programming Instructions, recommendations, and materials, and have my online access revoked which has been loaned to me, the Client, If so requested by Fit Diesel LLC.
- The recipient of information under this Agreement acknowledges its obligations to control access to technical data under the U.S. Export Laws and Regulations and agrees to adhere to such laws and Regulations with regard to any technical data received under this Agreement.
- Nothing in this Agreement shall be construed or implied to give the Receiving Party, any right, title, license, or interest whatsoever in or to the Confidential Information or in or to any existing or future patents, know-how, inventions, trademarks, copyrights, or other intellectual property of The Disclosing Party or Discloser's Affiliates. No license to Receiving Party is granted or implied by the transmittal of information hereunder.
- Furthermore, nothing herein shall be deemed to require either party to enter into any subsequent transaction business or commercial arrangement or other type of venture or relationship.
- Receiving Party agrees that breach of this Agreement shall result in irreparable harm to Disclosing Party and that the measure of damages resulting from any such breach are impossible to ascertain. Accordingly, in the event of any breach of this Agreement, the Disclosing Party shall be entitled to immediate temporary and permanent injunctive relief to enjoin and default and for liquidated damages in the amount of $250,000.00 for each such breach or improper disclosure.
- The benefits and duties arising hereunder shall be binding upon and inure to the benefit of each party's officers, directors, shareholders, subsidiaries, parents, agents, employee, contractors, trustees, representatives, attorneys, successors, partners, assigns, predecessors, assignors, and executors.
- By signing below, I represent, warrant and agree that I have read this Agreement and understand Fit Diesel LLCs policies to the Confidential information as reflected in this Agreement, and I shall comply with such polices at all times. I understand and acknowledge that as used herein, the term Fit Diesel LLC Nutrition Instructions, recommendations, and materials, refers not only to the entire Fit Diesel LLC Nutrition Instructions, recommendations, and materials, but also to any specific information of the program/training materials, which Fit Diesel LLC may lend me, the Client.
- Fit Diesel LLC Nutrition training materials provided to the Client shall be read solely and exclusively by me, the Client. I agree to take all measures necessary to prevent any unauthorized party from having access to or reading the Fit Diesel LLC Nutrition training materials, and from disclosing any of Fit Diesel LLC Nutrition training materials.
- I shall not at any time directly or indirectly, publish, disseminate, duplicate or in any other manner disclose, without the specific written consent of Fit Diesel LLC, any information of any kind dealing with or in anyway relating to the development, instruction, or exploitation of Fit Diesel LLC Nutrition training materials, or any element thereof (including, without limitation, underlying literary material, online materials, any instructional videos, or any proprietary techniques) or the business or affairs of Fit Diesel LLC and persons rendering services for or supplying materials to Fit Diesel LLC (collectively, "Confidential Information").
- I agree that Fit Diesel LLC is the sole owner of all rights in and to the Nutrition training materials, videos, and instructional techniques, and I shall not permit the Fit Diesel LLC Nutrition training materials to be copied, in whole or in part, by any means for any purposes.
- I acknowledge and agree that the Confidential information derives independent of economic value from not being generally known to the public or to other persons who could obtain economic value from its disclosure or use. I acknowledge that any disclosure by me, the Client, with respect to the Fit Diesel LLC Nutrition training materials, videos, and techniques or other breach by me, the Client, of this Agreement will cause irreparable injury to Fit Diesel LLC, not readily measurable in money, and for which Fit Diesel LLC, without waiving of any other rights or remedies, shall be entitled to injunctive relief.
- I agree to promptly return the copy or copies of the Fit Diesel LLC Nutrition training materials or have my online access revoked which has been loaned to me, the Client, If so requested by Fit Diesel LLC.
- By signing below, I represent, warrant and agree that I have read this Agreement and understand Fit Diesel LLCs policies to the Confidential information as reflected in this Agreement, and I shall comply with such polices at all times.
I understand and acknowledge that as used herein, the term Fit Diesel LLC Nutrition training materials, refers not only to the entire Fit Diesel LLC Nutrition training materials, but also to any specific information of the training materials, which Fit Diesel LLC may lend me, the Client.
In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be referred to alternative dispute resolution by a Tennessee Supreme Court Rule 31 Certified Mediator. In the event Any controversy or claim arising out of or relating to this contract, or the breach thereof remains, the matter shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the Circuit or Chancery Courts of Knox County, Tennessee having jurisdiction thereof.
ATTORNEY'S FEES AND COSTS:
Should any dispute or legal action arise out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, paralegal fees, expenses and costs incurred in connection with such a dispute or action, through all appeals nd collection efforts.
NO WAIVER:
The failure of either party to this Agreement to enforce at any time any of the provisions hereof shall not be a waiver of that party's right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
SEVERABILITY:
If any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement; rather, the entire Agreement shall be structured as if not containing the particular obligations to each party and the remaining provisions shall be valid and enforceable to the fullest extent permitted by applicable law. If a declaration of invalidity or unenforceability materially alters the intent of the parties to this Agreement, the parties are obligated to replace the invalidated provision with a provision that best approximates the legal and economic intent of the invalidated provision.
MODIFICATION:
This Agreement may only be modified, altered or amended, in whole or in part, by a written agreement setting forth such changes, signed by an authorized representative of the Client and a Member of Fit Diesel LLC.
ENTIRE AGREEMENT:
This Agreement, the Rate Agreement and any addendums and exhibits herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, discussions, understandings, and agreements between the parties regarding the subject matter of this Agreement.
FORCE MAJEURE:
Neither party to this Agreement shall be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including fires, labor disputes, embargoes, requirements imposed by Government regulation, civil or military authorities, judicial decisions, acts of God or by the public enemy, except for any money which may be due pursuant to the terms of this Agreement.
GOVERNING LAW:
This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee. The venue for any disputes arising out of this Agreement or the party's respective obligations shall be exclusively in Knox County, State of Tennessee.
NOTICES:
All notices, demands, or other communications to be given hereunder shall be in writing, shall be given either by personal delivery, acknowledged electronic communication, confirmed facsimile, or by mail and shall be deemed to have been made when personally delivered.
I acknowledge that I have read, understood and agree to the terms andconditions of this Non-Disclosure Agreement (NDA) as shown above.
==============================
RELEASE
I, the Client, agree as follows
DECLARATIONS:
This agreement is entered into between Fit Diesel LLC and the undersigned ("Client" or "Me"). The provision of law enforcement/military related training services by Fit Diesel LLC to Client, and Client's use of any premises, facilities, or equipment are contingent upon this agreement.
ASSUMPTION OF RISK:
I agree that in receiving strength, conditioning, flexibility, and dietary programming from Fit Diesel LLC and its employees, and in entering the Fit Diesel LLC premises or using any equipment or facility on said premises for any reason, I do so at my own risk and assume the risk of any and all injury and/or damage I, or my guest in, on, or about the premises may suffer, whether engaging in physical exercise or not. This includes injury or damages sustained while and/or resulting from using any premises or facilities, or using any equipment, whether provided to me by Fit Diesel LLC or otherwise, including any injuries or damages arising out of the negligence of Fit Diesel LLC, whether active or passive, or any of Fit Diesel LLCs insurers, employees, officers, directors, administrators, successors, or assigns.
My assumption of risk includes, but is not limited to, my use of any exercise equipment or facilities or online instruction/training.
I assume my risk of participation in any activity, class, program, instruction, or event, including but not limited to strength, conditioning, flexibility, dietary programming, recipes, recipe hacks and training services taught by Fit Diesel LLC, whether in-person or remotely by Fit Diesel LLC personnel or from an online video instruction by Fit Diesel LLC or from an online download from Fit Diesel LLC.
I agree that I am voluntarily participating in the aforementioned activities and assume all risk of injury, illness, damage, or loss to me, my property, or my guest or their property, that may result, including, without limitation, any loss or theft of any personal property, whether arising out of the negligence of trainer or otherwise.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability or death, and I assume all such risk.
I expressly understand that results (aka, end results) are NOT guaranteed by using this App or using the information the App provides. I assume responsbility for any results that may occur. I understand that results may vary, and any results I may have seen (aka, wanted, desired, hoped for, etc.) may not happen to/for me, the user.
I expressly understand Fit Diesel LLC and employees of Fit Diesel LLC are not registered dieticians or nutritionist.
I expressly understand Fit Diesel LLC dietary programming recommendations are based on experience and the experience of others.
I take full responsibility for agreeing to accept and utilize dietary programming and strength and conditioning and exercise recommendations given to me by Fit Diesel LLC.
I agree that I am voluntarily participating in the aforementioned activities and assume all risk of injury, illness, damage, or loss to me or my property that may result, including, without limitation, any loss or theft of any personal property, whether arising out of the negligence of trainer or otherwise.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability or death, and I assume all such risk.
RELEASE:
I agree on behalf of myself (and all my personal representatives, heirs, executors, administrators, agents, and assigns) to release and discharge Fit Diesel LLC (and Fit Diesel LLCs employees, insurers, officers, directors, administrators, successors, or assigns) from any and all claims or causes of action (known or unknown) arising out of the negligence of Fit Diesel LLC, whether active or passive, or any of Fit Diesel LLCs insurers, employees, officers, directors, administrators, successors, or assigns.
This waiver and release of liability includes, without limitation, injuries which may occur as a result of (a) my use of any exercise equipment which may malfunction or break, (b) improper maintenance of any exercise equipment, facilities, or premises, (c) negligent instruction or supervision, (d) negligent hiring or retention of employees, and/or (e) slipping or tripping and falling while on any portion of a premises or while traveling to or from Fit Diesel LLC, including injuries resulting from Fit Diesel LLCs negligent inspection or maintenance of the facility or premises.
INDEMNIFICATION:
By execution of this agreement, I expressly agree to indemnify and hold harmless Fit Diesel LLC against any and all claims, demands, damages, rights of action, or causes of action, of any person or entity, that may arise from injuries or damages sustained by me resulting from or arising out of the use of Fit Diesel LLC programming, equipment, and facilities.
ACKNOWLEDGMENTS:
I expressly agree that the foregoing release, waiver, assumption of risk, and indemnity agreement is intended to be as broad and inclusive as permitted by the State of Tennessee and that if any portion thereof is held invalid, it is agreed that the balance shall, not withstanding, continue in full legal force and effect.
I acknowledge that I am solely responsible for my safety and well-being while receiving any and all training and instruction from Fit Diesel LLC, its insurers, employees, officers, directors, and associates.
I understand that this release is enforceable for any service(s), instruction(s), video(s), recommendation(s), whether live, taped, online, virtual and/or in-person that I may participate in now or in the future.
I agree to comply with all rules imposed by Fit Diesel LLC, its insurers, employees, officers, directors, and associates.
I agree to comply with all rules imposed by Fit Diesel LLC, its insurers, employees, officers, directors, and associates regarding the receiving of any law enforcement/military related training and instruction. I agree to conduct the programming as given, and to refrain from using any training/instruction inconsistent with its intended design and purpose.
I understand and acknowledge that the receipt of instruction/training from Fit Diesel LLC involves risk of serious injury, including permanent disability and death.
I understand and agree Fit Diesel LLC, its insurers, employees, officers, directors, and associates is not responsible for property that is lost, stolen, or damaged while in, on, or about the premises.
DISPUTES:
In the event of any dispute, claim, question, or disagreement arising from or relating to this agreement or the breach thereof, the parties hereto shall use their best efforts to settle the dispute, claim, question, or disagreement. To this effect, they shall consult and negotiate with each other in good faith and, recognizing their mutual interests, attempt to reach a just and equitable solution satisfactory to both parties. If they do not reach such solution within a period of 60 days, then, upon notice by either party to the other, all disputes, claims, questions, or differences shall be referred to alternative dispute resolution by a Tennessee Supreme Court Rule 31 Certified Mediator. In the event Any controversy or claim arising out of or relating to this contract, or the breach thereof remains, the matter shall be settled by arbitration administered by the American Arbitration Association in accordance with its Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in the Circuit or Chancery Courts of Knox County, Tennessee having jurisdiction thereof.
ATTORNEY'S FEES AND COSTS:
Should any dispute or legal action arise out of this Agreement, the prevailing party shall be entitled to recover its reasonable attorney's fees, paralegal fees, expenses and costs incurred in connection with such a dispute or action, through all appeals and collection efforts.
NO WAIVER:
The failure of either party to this Agreement to enforce at any time any of the provisions hereof shall not be a waiver of that party's right thereafter to enforce any such provisions or to enforce any other provisions of the Agreement.
SEVERABILITY:
If any provision of this Agreement shall be declared invalid or unenforceable, such invalidity or unenforceability shall not invalidate or render unenforceable the entire Agreement; rather, the entire Agreement shall be structured as if not containing the particular obligations to each party and the remaining provisions shall be valid and enforceable to the fullest extent permitted by applicable law. If a declaration of invalidity or unenforceability materially alters the intent of the parties to this Agreement, the parties are obligated to replace the invalidated provision with a provision that best approximates the legal and economic intent of the invalidated provision.
MODIFICATION:
This Agreement may only be modified, altered or amended, in whole or in part, by a written agreement setting forth such changes, signed by an authorized representative of the Client and a Member of Fit Diesel LLC.
ENTIRE AGREEMENT:
This Agreement, the Rate Agreement and any addendums and exhibits herein, constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes all prior representations, negotiations, discussions, understandings, and agreements between the parties regarding the subject matter of this Agreement.
FORCE MAJEURE:
Neither party to this Agreement shall be liable for any delay or failure in performance arising out of acts or events beyond its reasonable control, including fires, labor disputes, embargoes, requirements imposed by Government regulation, civil or military authorities, judicial decisions, acts of God or by the public enemy, except for any money which may be due pursuant to the terms of this Agreement.
GOVERNING LAW:
This Agreement shall be construed in accordance with and governed by the laws of the State of Tennessee. The venue for any disputes arising out of this Agreement or the party's respective obligations shall be exclusively in Knox County, State of Tennessee.
NOTICES:
All notices, demands, or other communications to be given hereunder shall be in writing, shall be given either by personal delivery, acknowledged electronic communication, confirmed facsimile, or by mail, and shall be deemed to have been made when personally delivered.
I HAVE READ THE FOREGOING WAIVER AND RELEASE OF LIABILITY AND VOLUNTARILY EXECUTED THIS DOCUMENT WITH FULL KNOWLEDGE OF ITS CONTENT, AND FURTHER AGREE THAT NO ORAL REPRESENTATIONS, STATEMENTS, OR INDUCEMENT APART FROM THE FOREGOING WRITTEN AGREEMENT HAS BEEN MADE.
I acknowledge that I have read, understood and agree to the terms and conditions of this Release as shown above.