This Services Agreement (this “Agreement”) is made effective as of May 16th, 2023 (the “Effective Date”), by and between Fit Joe Schmidt LLC, a Florida limited liability company (the “Company”) and (“Client”)

1. DESCRIPTION OF SERVICES. The Company will provide Client with personal training sessions (the “Sessions”) as described more fully on the Statement of Work attached hereto as Exhibit A (the “SOW”). The Sessions and related services provided by the Company shall be referred to collectively as the “Services.” The Sessions will be scheduled during the times provided in the Client’s schedule as set forth in the SOW. Any deviation from this schedule will be deemed a rescheduled session pursuant to Section 2(c) below.

2. PAYMENT. 

1. Amount Due. As consideration for the Services, Client agrees to pay to Company the amount(s) set forth on the SOW.

2. No Refunds. Once Client pays for a Session, Client shall not be entitled to a refund for any portion of the amount paid, regardless of whether Client attends or makes full use of the Session. 

3. Rescheduling Sessions. If Client cannot make a previously-scheduled Session, Client may reschedule the Session (subject to the trainer’s availability) by giving at least 24 hours’ notice to the Company by email, call, or text to the email address or phone number provided in accordance with Section 10. If Client reschedules a Session within 24 hours of the Session start time, Client will be forfeited the session. Sessions must be rescheduled for a date within the same calendar month as the original date for the Session. Any Session which is not rescheduled for another date within the same calendar month as the original date of the Session will be forfeited by Client (with no refund paid).

4. Chargebacks. Client agrees that it will not dispute any charge made by the Company with Client’s bank or credit card issuer. In the event that Client disputes a charge with Client’s bank or credit card issuer in violation of this Agreement, Client must pay to Company (i) a $50 chargeback fee for each such chargeback, and (b) any expenses incurred by Company in responding to or otherwise contending with the dispute, including without limitation service charges, attorneys’ fees, court costs, and/or collection costs.

3. TERM. This Agreement will continue until canceled by either party. Either party may terminate this Agreement upon cancellation of the training services, given in accordance with Section 10. Client will owe all amounts due as set forth in Section 2 hereto through the effective date of termination, regardless of whether Client makes full use of the Services.

4. PHYSICAL AND HEALTH REPRESENTATIONS. By entering into this Agreement, Client hereby acknowledges, agrees and represents that:

1. Neither the Company, nor any of its trainers, employees, consultants, or representatives, are medical professionals, nor do any of them make any specific promises, guarantees or claims about the Sessions or the Services. Client acknowledges and agrees that any information provided by the Company or its trainers, employees, consultants, or representatives, is not intended to be medical or health advice;

2. Client acknowledges and agrees that his/her/their participation in the Sessions and the Services is at Client’s own risk. Client is solely and exclusively responsible for choosing to enter into this Agreement and participate in the Sessions and the Services;

3. Client is solely and exclusively responsible for his/her/their own physical and mental health, personal decisions, and any other actions Client chooses to take or refrain from taking;

4. Client has consulted with a physician and determined that Client is fit to participate in the Sessions and the Services;

5. Client has disclosed to Company all medical issues from which Client suffers, and will disclose to Company any new medical issues which Client discovers during the term of this Agreement;

6. Company is not liable for any result or non-result or any consequences which may come about due to Client’s participation in the Sessions and Services;

7. Company has made every effort to accurately represent the Sessions and the Services. However, each participant’s experience will depend on many factors, including but not limited to participant’s background, physical and mental health, and countless other factors, many of which may be out of Company’s or Client’s control. Because of this, Company cannot and does not warrant, predict or guarantee any results to Client. By signing this Agreement, Client acknowledges that there is no guarantee made by Company, physical, financial or otherwise.

5. LIMITATION OF LIABILITY. CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY SHALL NOT BE LIABLE TO CLIENT FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT OR THE SERVICES, INCLUDING FOR, WITHOUT LIMITATION, BODILY INJURY; DEATH; LOSS OF REVENUE, PROFITS OR OTHER BENEFITS; AND/OR CLAIMS BY ANY THIRD PARTY, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING WITHOUT LIMITATION TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, AND OTHER TORTS. IN THE EVENT THAT THIS SECTION IS DEEMED UNENFORCEABLE, COMPANY’S MAXIMUM LIABILITY TO CLIENT WILL BE EQUAL TO THE FEE PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT.

6. WARRANTY. Company shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Company’s community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Company on similar projects.

Except as set forth in this Section, Company expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. Company makes no warranties that the Services will meet Client’s needs except as explicitly set forth herein. 

7. DEFAULT. The occurrence of any of the following shall constitute a material default under this Agreement:

1. The failure to make a required payment when due.

2. The insolvency or bankruptcy of either party.

3. The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.

4. The failure to make available or deliver the Services in the time and manner provided for in this Agreement. 

8. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate the Agreement by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have ten days from the effective date of such notice to cure the default(s). Unless waived in writing by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement.

9. FORCE MAJEURE. If performance of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, epidemics or pandemics. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.

10. NOTICE. Any notice or other communication given under this Agreement shall be in writing, via mail, personal delivery, or email, to the address set forth below. Either party may change its address, email address, or other contact information by notice to the other of them in the manner set out above. Notices to each party will be sent to the address or email address set forth on the signature page hereto, or to such updated address or email address as such party has provided the other party in accordance with this Section.

11. ENTIRE AGREEMENT. This Agreement contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Agreement. This Agreement supersedes any prior written or oral agreements between the parties.

12. SEVERABILITY. If any provision of this Agreement will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

13. AMENDMENT. This Agreement may be modified or amended in writing by mutual agreement between the parties, if the writing is signed by the party obligated under the amendment.

14. GOVERNING LAW. This Agreement shall be construed in accordance with the laws of the State of Florida. The parties irrevocably consent to the exclusive personal jurisdiction of the courts sitting in the County of Duval, State of Florida.

15. NOTICE. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

16. WAIVER OF CONTRACTUAL RIGHT. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

17. ASSIGNMENT. Neither party may assign or transfer this Agreement without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.

If you are not eligible to use the Services or do not agree to these Terms, you are not authorized to use the Services.