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Agreement


Trainer Agreement

 

This Professional Services Agreement (hereinafter referred to as the Agreement”), dated as of (hereinafter, the “Effective Date”), is entered into by and between Octane Fit Garage LLC (“Octane Fit”, “we” and/or “us”) and the “Trainer”, and/or “you .

 

WHEREAS, Octane Fit provides with its users with a web platform where they can engage with third party Trainers, who are professional trainers and instructors who can provide Octane Fit’s users with nutrition plans and strength programs, practice and techniques thereof, with real-time training, coaching, interaction and assessment.


WHEREAS, Trainer is an independent contractor who wishes to engage with Octane Fit pursuant to the provision of its personal, Professional Training Services under the terms set forth in this Agreement.


WHEREAS, This Agreement revokes and replaces any prior written, verbal or implied agreement or arrangement (if any) between you and us relating to your supply of any services to us.


THEREFORE, In consideration of the covenants, representations and warranties set forth in this Agreement, and for other good and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. DEFINITIONS
1.1 In this Agreement, headings are for ease of reference only and will not affect
interpretation; the singular includes the plural and vice versa; the masculine includes the feminine and vice versa; the references to this Agreement includes any attachments and schedules to it; and “includes” or “including” means includes (without limitation) or including (without limitation).


1.2 In this Agreement (unless the context requires otherwise), the following definitions apply:


Confidential Information: Confidential and proprietary information, method of operation and trade secret information belonging to Octane Fit and/or its licensors or subsidiaries, including but not limiting to methods, systems, intellectual property, strategies, programs, products, services, suppliers, clients or prospective clients which are, or might reasonably be considered by the Relevant Information Owner to be confidential.

Octane Fit Garage Policies and Procedures: Separate document presented with this Agreement setting out the policies and procedures to be followed during the Term, which are hereto attached to this Agreement as Exhibit A, and which together, shall form one and only binding document.


Payment Terms: The Trainer payment terms set out in the Octane Fit Garage Policies and Procedures.


Personal Training Services: the services set out in Section 4. Property of Octane Fit Garage, LLC 6


Term: The period commencing on the Effective Date and ending as set forth in Section 12.


Trainer Rating: The system in which Trainers are rated based on their performance and display of knowledge, communication skills, and personalization. The Trainer Rating is to be maintained and evaluated only by Octane Fit Garage management.


2. TERM
2.1 This Agreement commences on the Effective Date and continues for the Term unless it is terminated earlier in accordance with this Agreement.


3. PERSONAL TRAINING SERVICES
3.1 Octane Fit engages you, the Trainer, to perform the Personal Training Services.


3.2 The Personal Training Services must be performed in accordance with the terms of this Agreement or any reasonable direction from us; and through our Internet platform.

3.3 You may sub‐contract the performance of a part of the Personal Training Services but only with our prior written consent (which we will not unreasonably withhold). You may not sub‐contract all the Personal Training Services.


3.4 Professionalism by our standards includes, but it is not limited to, prohibited use of profanity, nudity, or sexually explicit content on any and all Octane Fit Garage platforms including social media accounts affiliated with Octane Fit Garage.


4. CONSIDERATION
4.1 As consideration for supplying the Personal Training Services to us, Octane Fit shall pay you on a commission basis, as set forth in the Payment Terms.


4.2 At the end of each billing period we will issue you with an invoice detailing the consideration paid for the Personal Training Services you supply during that billing period, as set forth in the Payment Terms.


4.3 We will pay each invoice provided the invoice is error free. Any invoice that contains an error must be corrected to our satisfaction and re‐issued before we will pay it.


5. PERFORMANCE OF THE PERSONAL TRAINING SERVICES
5.1 Throughout the Term, you will: (a) perform the Personal Training Services diligently, with all necessary skill and care and in accordance with proper professional standards; (b) perform the Personal Training Services in accordance with the dates and times as agreed between you and us; (d) observe all lawful requests made by any person authorized by us; (e) ensure you follow our policies and procedures as notified to you from time to time; (f) comply with all applicable laws; and (d) subject to a Training Rating given to you by your
Trainers.


5.2 You represent and warrant that you have the facilities and expertise necessary to perform the Personal Training Services in the manner described in Section 6.1.


6. CONFIDENTIALITY
Property of Octane Fit Garage, LLC 7
6.1 During your engagement you will be given access to Confidential Information. You will, both during your engagement and as for so long as the Confidential Information remains confidential after the termination or expiry of this Agreement:


(a) not at any time, either directly or indirectly, disclose or communicate to any person any Confidential Information that may come to your knowledge during or in the course of your engagement, unless expressly authorized by us or required by law or a court order;


(b) use your best endeavors to prevent disclosure or publication of the Confidential Information if that disclosure or publication is not authorized by us;

(c) not use or attempt to use Confidential Information for your own benefit or purposes; and

(d) not use or attempt to use the Confidential Information in any manner which may injure or cause loss or harm to us.


6.2 You will familiarize yourself, and comply, with the requirements outlined in our Privacy Policy, currently available for review at http://octanefitgarage.com/privacy-policy/.


7. INTELLECTUAL PROPERTY
7.1 You acknowledge and agree that the Octane Fit owns any and all intellectual and industrial property rights in the Confidential Information and any modifications and enhancements to the Confidential Information.


8. HEALTH AND SAFETY
8.1 You will comply with your obligations under applicable health and safety laws.


8.2 You will comply with all directions and instructions from us regarding health and safety and will also take all reasonable steps to ensure that, in the performance the Personal Training Services, you: (a) take reasonable care for your health and safety; (b) take reasonable care that your acts and omissions do not adversely affect the health and safety of our clients and other third parties; (c) so far as is reasonably practicable, comply with all lawful instructions given requiring your compliance with health and safety laws; and (d) cooperate
with us and any reasonable policy we have with respect to health and safety matters.


9. NON SOLICITATION
9.1 During the Term, and for a three month period afterwards, you must not do anything that will conflict with our legitimate business interests and/or that may impair your ability to make objective and fair decisions relating to your performance of the Personal Training Services, including that you must not: (i) hire or solicit for hire any of Octane Fit’s employees and/or personnel who are performing services substantially similar to the Personal Training Services; (ii) hire or solicit for hire any other Octane Fit’s employees and/or personnel about whom you received information or whom were introduced to you as the direct result of the Personal Training Services; and/or (iii) incite any third party to hire or solicit for hire any of Octane Fit’s employees and/or personnel who are performing services substantially similar to the Personal Training Services.
Property of Octane Fit Garage, LLC 8

10. DISCLAIMER; INDEMNITY
10.1 Under no circumstances shall Octane Fit be liable to Trainer for any indirect, incidental,nconsequential, exemplary, special or punitive damages, including but not limited to damages for loss of use or lost business, lost time, savings, data, revenues, profits, or goodwill, arising in connection with this agreement, whether foreseeable or unforeseeable, even if you have been notified of or should have known of the possibility or likelihood of such damages, and
regardless of whether such liability is based on contract, tort, negligence, strict liability or otherwise.


10.2 You shall indemnify, hold harmless, and defend Octane Fit, its parent, affiliate and subsidiary companies, licensees, sub-licensees, distributors and sub-distributors, and the officers, directors and employees of each (jointly, the “Octane Fit Indemnitees”) from and against any and all liability Octane Fit may incur which arises from, or in connection with, any of the following: (a) third party liabilities, claims, causes of action, suits, losses, damages, fines, judgments, settlements and expenses (including any and all reasonable outside attorneys’ fees and court costs) which may be suffered, made or incurred by any of such Octane Fit Indemnitees; (b) any breach of any warranties, representations and/or
agreements made by you herein (to the extent not arising substantially from any breach hereof by Octane Fit); (c) your incurable breach of this Agreement; (d) your negligent or wrongful performance of the Personal Training Services or other negligent or wrongful act; (e) your failure to perform the Personal Training Services; and/or (f) your breach of any applicable law.


10.3 Your liability under clause 10.2 is reduced proportionately to the extent of the liability that is caused or contributed by the negligent or wrongful act or omission of an Indemnified party.

11. TERMINATION
11.1 This Agreement may be terminated at any time with our mutual consent.
11.2 Either party may terminate this Agreement immediately on the provision of written notice where: (a) the other party breaches a term of this Agreement that is not able to be remedied; (b) the other party becomes bankrupt or insolvent; (c) the other party is convicted of a criminal offense; (d) the other party commits an act involving fraud, deceit or dishonesty; and/or (e) the other party breaks one or more of the policies set out by Octane Fit Garage.


11.3 Either party may terminate this Agreement if the other party breaches a term of this Agreement which can be remedied but is not remedied within seven (7) days of receiving a notice requiring that it be remedied.


11.4 This Agreement may be terminated for any reason by either party on the provision of at least two (2) weeks written notice.


11.5 Termination of this Agreement for whatever reason shall be without prejudice to any rights or obligations that have accrued or are owed before the termination.


12. RELATIONSHIP
12.1 You hereby acknowledge and agree that: (a) in providing the Personal Training Property of Octane Fit Garage, LLC 9
Services, you act as an independent contractor and not as an employee, partner or agent of ours; (b) you will be responsible for payment of income tax payable on any and all amounts paid to you or any person engaged by you to perform the Personal Training Services under this Agreement and will indemnify us against any liability for deduction of such tax; and (c) we are not required to make any contributions to any retirement fund in respect of your supply of the Personal Training Services under this Agreement.


13. NOTICES
13.1 Any notice or other communication under this Agreement must be in writing and in English, and be served in any of the following ways: (a) by giving it to the person personally; (b) by leaving it at the person’s address; (c) by faxing it or emailing it to the person; (d) by email with read and receipt acknowledgement; and/or (d) when sent by air courier or mailed registered mail, return receipt requested to the following addresses:


Mailing Address
Octane Fit Garage, LLC
6689 S Cartier Drive
Gilbert, Arizona 85298
E-mail
connect@octanefitgarage.com


Trainer Full Name (printed)

Mailing Address

Country:

E-mail:


13.2 Any change in any of the parties’ addresses for notices shall be notified in writing to the other party to be valid and effective for subsequent notices.


14. GENERALS
14.1 Amendment. This Agreement may only be amended in writing signed by you and us.


14.2 Assignment. Neither you nor we may assign our respective rights or obligations under this Agreement without the prior written consent of the other party.


14.3 Counterparts. This Agreement may consist of a number of counterparts and, if so, the counterparts taken together constitute one and the same instrument.


14.4 Entire Agreement. This Agreement constitutes the entire agreement between you and us with respect to its subject matter hereof and supersedes all prior oral or written representations and agreements.
Property of Octane Fit Garage, LLC 10


14.5 Forum. Any controversy, dispute or claim arising out of or related to this Agreement shall be held are subject to the exclusive jurisdiction of the Federal and State courts located in the City of Phoenix, State of Arizona, United States of America. Both parties hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action and hereby waive any right to challenge personal jurisdiction, venue or forum non-conveniences.

14.6 Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona, United States of America, without giving effect to the principles thereof relating to conflict of laws. The U.N. Convention for the International Sale of Goods shall not apply to this Agreement.


14.7 Set Off. If you owe us any money or owe us more than you are entitled to be paid by us, we may withhold the amount of the debt or the overpayment from amounts otherwise payable to you.


14.8 Severability. If any provision or part provision of this Agreement is invalid or unenforceable, such provision shall be deemed deleted but only to the extent necessary an the remaining provisions of this Agreement shall remain in full force and effect.


14.9 Waiver. A waiver by either you or us of any provision of this Agreement does not constitute a waiver of any succeeding breach of the same or any other provision.


14.10 Remedies. The waiver by either party of any breach hereof shall not be deemed a waiver of any prior or subsequent breach hereof. All remedies of either party shall be cumulative and the pursuit of one remedy shall not be deemed a waiver of any other remedy.


14.11 Assignment. Octane fit may assign this Agreement without your the consent, provided, however, that the assignee agrees in writing to be bound by the terms of this Agreement and the assigning party remains liable for obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.


14.12 Representations and warranties. Octane Fit represents, warrants and covenants to Trainer that it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder. Trainer represents, warrants and covenants to Octane Fit that: it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder.


14.13 Force majeure. No party shall be liable to the other party because of any failure to perform hereunder caused by any cause beyond said party's reasonable control, including without limitation fire, earthquake, flood, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, war, act of God or law, except as expressly provided herein to the contrary.


14.14 Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by electronic mail delivery of a ".pdf" format data file or other mutually executed data file format, such signature shall create a valid and binding obligation of the party executing with the same force and effect as
Property of Octane Fit Garage, LLC 11 if such facsimile or ".pdf" or other mutually executed data file format signature page were an original thereof.


15. ACKNOWLEDGEMENT
15.1 You hereby acknowledge, understand and agree that you: (a) have been advised of your right to take independent advice on the terms of this Agreement; (b) have been given a reasonable opportunity to take that advice; (c) have read the terms of engagement set out in this Agreement and understand these terms and their implications; (d) have read any and all accompanying documents hereto, including the Octane Fit Garage Policies and Procedures, and understand the terms, policies and their implications thereof; and (e) agree to be bound
by these terms of engagement as an independent contractor.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by its duly authorized officers in duplicate on the Effective Date, each party keeping one original hereof.

 

30-Day Money Back Guarantee (Optional)

 

As a trainer, you have the option to offer a 30-day money back guarantee to clients through the OFG platform. If your client is not 100% satisfied with their program and/or results, you can offer a refund of the purchase price, less additional taxes or fees. Trainer’s agreeing to this offer will have the “30-Day
Money Back Guarantee” emblem displayed on their trainer profile. Do you wish to opt in to the 30-Day Money Back Guarantee?

 


I understand by selecting “Yes”, I am accountable to refund the full purchase price of any program, with the exception of challenges, at or before 30 days have expired, if my client informs OFG or myself that they are not satisfied and desire to receive a refund for my services.

 

Content Agreement (Optional)

 

This Video and Content Submission and Assignment Agreement (hereinafter referred to as the “Agreement”), dated as of (hereinafter, the “Effective Date”), is entered into by and between Octane Fit Garage LLC (“Octane Fit” and/or the “Assignee”) and the “Assignor” .

In consideration of the covenants, representations and warranties set forth in this Agreement, and for other good and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:


1. TERMS AND DEFINITIONS
The following capitalized terms shall have the meanings set forth hereunder, regardless of whether they are referred to as singular or plural, or in masculine or feminine form.

Content: To include all multimedia content, images, texts, photographs and web pages; to especially include blog articles and workout programs.


Octane Fit Garage Policies and Procedures: Shall mean the separate document attached to this Agreement as Exhibit A, in which the Video Standards are set forth in detail.


Video Standards: Shall mean the technical standards and specifications through which the Video(s) submitted shall be measured as acceptable (or unacceptable) by Assignee, as further set out in the Video Standards section of the Octane Fit Garage Policies and Procedures.


Video: Shall mean the actual video files and recordings submitted by Assignor to Assignee, including but not limited to, single exercises, full workouts, stretching routines and promotional videos.


2. GRANT OF RIGHTS
The Assignor and Assignee intend this Agreement to be a contract for the transfer of ownership of the Video and Content, and each considers the Video/Content to be rendered by the Assignor. Therefore, Assignor hereby assigns grants and delivers all rights to Assignee, certain Videos as further set forth in each applicable Video Submission Form, in accordance with the recommendations and requirements indicated by Assignee from time to time and in compliance with the Video Standards set out in the Octane Fit Garage Policies and Procedures. Videos will be assigned, granted and delivered through the Internet and/or material means that the Assignee indicates from time to time (e.g. memory drives, tapes, cloud storage folders), as further detailed in the set out in the Octane Fit Garage Policies and Procedures, and pursuant to the quality standards of the industry and the requirements mutually agreed by the parties. The term of this Agreement shall be either: (i) permanent, without precluding any formalities that the parties may undertook to register any appertaining rights arising out from the Videos; and/or (ii) as long as applicable law allows.
Property of Octane Fit Garage, LLC 13

Each and every Video(s) submitted by the Assignor must abide to the Video Standards set out in the Octane Fit Garage Policies and Procedures.

Video(s) that are not in compliance with the Video Standards will not be accepted by Octane Fit and therefore no consideration will be paid.


Assignor gives permission to assignee to use any and all media content from assignor’s personal or professional social media pages days after content is originally posted. (If number of days is left blank, assignor gives permission to repost content at anytime.)


3. OWNERSHIP
The Assignor acknowledges and agrees that the Video(s) and Content and all appertaining rights thereunto, including, but not limited to, trademarks, service marks, copyrights and other intellectual property rights shall belong to and shall be the sole and exclusive property of Assignee effective immediately upon submission. Nothing in this Agreement shall be interpreted as explicitly or implicitly enabling any assignment, license or transfer of any of Assignee’s rights to Assignor, including its marks and web sites, and Assignor shall have no right to exploit, copy, amend, add to, otherwise alter or sub-license any part thereof except pursuant to the assignment granted in this Agreement.


Nothing in this Agreement shall be interpreted as explicitly or implicitly enabling any assignment, license or transfer of any of Assignor’s rights to Assignee, including its marks and web sites, and Assignee shall have no right to exploit, copy, amend, add to, otherwise alter or sub-license any part thereof except pursuant to the Video assignment granted in this Agreement.


Assignor agrees to execute all documents and forms required and necessary to perform such proper acts as Assignee may deem necessary from time to time, pursuant to securing and registering the rights herein assigned for Assignee and/or its designees, licensees, successors, affiliates and subsidiaries.


4. WORK FOR HIRE
Assignor expressly acknowledges and agrees to observe, recognize and give credit at all times to the Assignee or whomever he designates, the title, exclusivity, ownership, use, benefit, registration and exploitation of the Videos and/or Content, including the multimedia content, images, texts, photographs and web pages which may be generated therefrom under this Agreement (including, without limitation, materials, media and all those activities undertook by the Assignor in order to obtain the final version of any element of the Videos), and any other reservation of rights, literary, artistic or any other kind of work; written, designed, adapted or implemented by the Assignor or by third parties on behalf of the Assignor; that arise from the generation of the Videos, which has been carried out, both by virtue of a paid collaboration and as a work for hire in accordance with applicable law; and henceforth the Assignor waives its right to exert any legal action or to file a complaint challenging the ownership that the Assignee has over the Videos.


Pursuant to the abovementioned rights, the Assignor hereby undertakes not to use or exploit in any way, any or all of the digital files of the Content, or to grant licenses or authorizations to use Property of Octane Fit Garage, LLC 14 or exploit such for the benefit of third parties. Assignor hereby disclaims any directly or indirectly related authorship right thereto, except authorship derivative rights that by law belong to Assignor. Finally, Assignor should request written consent of the Assignee, in order to use any element of the Videos for promotional purposes (e.g. inclusion in demonstrations, presentations and catalogs), upon the understanding that the Assignee may, in its sole and final discretion, grant or deny such consent as he deems appropriate.


5. CONSIDERATION
In consideration for the Videos and Content assigned, granted and submitted by Assignor, Assignee hereby agrees to pay Assignor the amount(s) set forth in the Octane Fit Garage Policies and Procedures. Assignor shall bear transaction fees in his end (if any). Payment by Assignee upon invoice shall be due five (5) days from the date receipt of invoice. Payments shall be made in United States Dollars at the current exchange rate on the day of delivery of the remittance, and will include payment of any and all of the licenses, authorizations, permits and other rights arising out of or relating to the Videos that Assignor creates, including any and all costs and expenses incurred thereby.


6. WARRANTY, INDEMNIFICATION
The Assignor warrants that it is the sole owner and creator of the Video and Content and has full power and authority to enter into this Agreement; that the Videos and Content do not infringe any copyright, violate any property rights, or contain any scandalous, libelous, or unlawful matter. The Assignor will defend, indemnify, and hold harmless Assignee and/or its licensees against all claims, suits, costs, damages, and expenses (including reasonable attorney’s and expert costs) that Assignee and/or its licensees may sustain by reason of or arising out of any scandalous, libelous, or unlawful matter contained or alleged to be contained in the Videos or Content or any infringement or violation by the Videos of any copyright, patent or other intellectual property right; and until such claim or suit has been settled or withdrawn, Assignee may withhold any sums due to Assignor under this Agreement.


7. DISCLAIMER OF DAMAGES
Under no circumstances shall either of the parties be liable to the other party for any indirect, incidental, consequential, exemplary, special or punitive damages, including but not limited to damages for loss of use or lost business, lost time, savings, data, revenues, profits, or goodwill, arising in connection with this agreement, whether foreseeable or unforeseeable, even if the other party has been notified of or should have known of the possibility or likelihood of such damages, and regardless of whether such liability is based on contract, tort, negligence, strict liability or otherwise.


8. REPRESENTATIONS AND WARRANTIES
Assignee represents, warrants and covenants to Assignor that it has the power and authority to enter into this Assignment and to fully perform its obligations hereunder. Assignor represents, warrants and covenants to Assignee that: (i) it has the power and authority to enter into this Agreement and to fully perform its obligations hereunder; and (ii) the Videos and Content do not Property of Octane Fit Garage, LLC 15 breach or infringe any applicable law, rule, regulation or intellectual property rights of any third party.


8. GENERALS
Taxes. Each party shall comply with and duly undertake its respective tax obligations, which will vary from country to country. Each party shall be independently responsible for complying with their respective fiscal and tax obligations, including withholding tax obligations.


Confidentiality. Neither party shall disclose any of the terms and conditions of this Agreement except: (i) with the prior written consent of the other party; (ii) to persons who perform services for such party in connection with and as permitted by this Agreement; and (iii) as may be required by law, legal process, rule, regulation or order requested by any governmental authority.


Remedies. The waiver by either party of any breach hereof shall not be deemed a waiver of any prior or subsequent breach hereof. All remedies of either party shall be cumulative and the pursuit of one remedy shall not be deemed a waiver of any other remedy.


No relationship. Each party is an independent contractor. This Agreement shall not be construed to and does not create a relationship of agency, partnership, employment or joint venture between the parties. Neither party shall have the authority to bind the other party without the prior written consent of the party who is sought to be bound.


Integration. This Agreement contains the complete understanding existing between the parties and supersedes any previous written or verbal understandings. This Agreement may not be amended except in writing, and signed by authorized representatives of the parties.


Assignment. Assignee may assign this Agreement without the consent of the Assignor, provided, however, that the assignee agrees in writing to be bound by the terms of this Agreement and the assigning party remains liable for obligations under this Agreement. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.


Severability. In the event that any part, provision or portion of any provision of this Agreement shall be declared invalid or unenforceable for any reason by a court of competent jurisdiction, such provision or portion thereof shall be considered separate and apart from the remainder of this Agreement, which shall remain in full force and effect. Property of Octane Fit Garage, LLC 16


Notices. All notices, requests, statements and other communications to be given by the parties to each other under this Agreement shall be made in writing and shall be deemed given when delivered personally, by email with read and receipt acknowledgement, when sent by air courier, or mailed registered mail, return receipt requested to the following addresses:


Assignee
Mailing Address
Octane Fit Garage, LLC
6689 S Cartier Drive
Gilbert, Arizona 85298
E-mail
connect@octanefitgarage.com


Assignor
Trainer Full Name (printed)

Mailing Address

E-mail


Any change in any of the parties’ addresses for notices shall be notified in writing to the other party to be valid and effective for subsequent notices.


Force majeure. No party shall be liable to the other party because of any failure to perform hereunder caused by any cause beyond said party's reasonable control, including without limitation fire, earthquake, flood, accident, explosion, casualty, strike, lockout, labor controversy, riot, civil disturbance, act of public enemy, war, act of God or law, except as expressly provided herein to the contrary.


Counterparts. This Agreement may be executed in two or more counterparts, each of which together shall be deemed an original, but all of which together shall constitute one and the same instrument. In the event that any signature is delivered by electronic mail delivery of a ".pdf" format data file or other mutually executed data file format, such signature shall create a valid and binding obligation of the party executing with the same force and effect as if such facsimile or ".pdf" or other mutually executed data file format signature page were an original thereof.


Forum. Any controversy, dispute or claim arising out of or related to this Agreement shall be held are subject to the exclusive jurisdiction of the Federal and State courts located in the City of Tucson, State of Arizona, United States of America. Both parties hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such Property of Octane Fit Garage, LLC 17 action and hereby waive any right to challenge personal jurisdiction, venue or forum nonconveniences.


Governing Law. This Agreement shall be construed and enforced in accordance with the laws of the State of Arizona, United States of America, without giving effect to the principles thereof relating to conflict of laws. The U.N. Convention for the International Sale of Goods shall not apply to this Agreement.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed by its duly authorized officers in duplicate on the Effective Date, each party keeping one original hereof.

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Signature Certificate
Document name: Agreement
lock iconUnique Document ID: 1863f54eabcb8aa2af59a3f0ab6cbb55c4509bef
Timestamp Audit
December 16, 2020 12:12 am MSTAgreement Uploaded by Jake Troutman - connect@octanefitgarage.com IP 68.98.116.57