Does the Aira Fitness agreement hold either party responsible for the debts or liabilities incurred by the other?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
You agree to pay promptly when due: (i) all payments, obligations, assessments and taxes due and payable to us and our affiliates, suppliers, lessors, federal, state or local governments, or creditors in connection with your business; (ii) amounts related to all liens and encumbrances of every kind and character created or placed upon or against any of the property used in connection with the Aira Fitness Business or business; and (iii) all accounts and other indebtedness of every kind incurred by you in the conduct of the Aira Fitness Business or business.
In the event you default in making any such payment, we are authorized, but not required, to pay the same on your behalf and you agree promptly to reimburse us on demand for any such payment.
You agree to indemnify, defend and hold us, our affiliates, and our and our affiliates' shareholders, directors, officers, employees, agents and transferees, harmless against and to reimburse us for: (1) all such obligations, damages, and taxes for which we are held liable and for all costs we reasonably incur in the defense of any such claim brought against us or in any such action in which we are named as a party; (2) any liability, cost or expense we suffer, sustain or incur arising out of or relating to your development and/or operation of your Aira Fitness Business or any of your Owners', managers', employees', or other agents' acts or failure to act in connection therewith; and (3) all cost, expense or loss we incur in enforcing the provisions of this Agreement, in defending our actions taken relating to this Agreement, or resulting from
your breach of this Agreement. This indemnification includes without limitation actual and consequential damages, reasonable arbitrators', attorneys', accountants' and expert witness fees (including those for appeal), costs of investigation and proof of facts, court costs, other litigation expenses and travel and living expenses. We have the right to defend any such claim against us. Your indemnification obligations described above will continue in full force and effect after, and notwithstanding, the expiration or termination of this Agreement.
We will not be obligated by, or have any liability under, any agreements, representations or warranties you make that are not expressly authorized under this Agreement, nor will we be obligated for any damages to any person or property directly or indirectly arising out of your construction, development and/or operation of your Aira Fitness Business, whether or not caused by the negligent or willful action or failure to act on the part of you, the Owners, managers, employees or agents.
We will have no liability for any sales, use, excise, income, gross receipts, property or other taxes, whether levied against you, the Aira Fitness Business or your assets, or on us, in connection with the business you conduct, or on any payments you make to us pursuant to this Agreement or any franchise agreement, including but not limited to royalty fees (except for our own income taxes).
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, the franchise agreement outlines specific responsibilities regarding debts and liabilities. Generally, Aira Fitness franchisees are responsible for their own debts and liabilities incurred in the operation of their business. The franchisee agrees to pay all debts, obligations, assessments, and taxes related to their Aira Fitness business, including payments to suppliers, lessors, and government entities. They are also responsible for amounts related to liens and encumbrances on property used in connection with the business, and all other indebtedness incurred in the conduct of the business.
However, franchisees also agree to indemnify Aira Fitness, its affiliates, and their respective shareholders, directors, officers, employees, agents, and transferees. This means the franchisee must protect Aira Fitness from obligations, damages, and taxes for which Aira Fitness is held liable, as well as all costs Aira Fitness reasonably incurs in defending against any such claim. This indemnification extends to any liability, cost, or expense Aira Fitness suffers arising out of the franchisee's development or operation of the Aira Fitness business, or the acts or failures to act of the franchisee's owners, managers, employees, or other agents. It also covers costs Aira Fitness incurs in enforcing the provisions of the Franchise Agreement or defending actions taken relating to the agreement, or resulting from the franchisee's breach of the agreement.
Conversely, Aira Fitness is not obligated by, or has any liability under, any agreements, representations, or warranties the franchisee makes that are not expressly authorized under the Franchise Agreement. Aira Fitness also has no liability for damages to any person or property arising out of the franchisee's construction, development, or operation of the Aira Fitness business, even if caused by negligence or willful action or failure to act on the part of the franchisee, their owners, managers, employees, or agents. Furthermore, Aira Fitness is not liable for any sales, use, excise, income, gross receipts, property, or other taxes levied against the franchisee, the Aira Fitness business, or their assets, or on Aira Fitness, in connection with the business the franchisee conducts, or on any payments the franchisee makes to Aira Fitness pursuant to the Franchise Agreement, including royalty fees (except for Aira Fitness's own income taxes).