What is the franchisee's obligation regarding notice of claims or liabilities related to Aira Fitness equipment?
Aira_Fitness Franchise · 2025 FDDAnswer from 2025 FDD Document
s, 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). 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.
D. No Employment Relationship. You expressly acknowledge that we are not your employer or an employer of any of your employees. In addition, we are not a joint employer with you. You acknowledge that our training, guidance, advice and assistance, your obligations under this Agreement and the standards,specifications, policies and procedures required by Company under this Agreement and in the Manual are imposed not for the purpose of exercising control over you but rather for the limited purpose of protecting the Marks, System and Confidential Information, goodwill and brand consistency. You shall notify and communicate clearly with your employees in all dealings, including without limitation, employment applications and other employment forms, written and electronic correspondence, paychecks, employee handbooks, employment policies and procedures, and other written materials that you (and only you) are their employer and that we are not their employer. You are solely responsible for the management and supervision of the Aira Fitness Business as an independent franchise owner/operator.
**17.
Source: Item 23 — **RECEIPTS (FDD pages 59–254)
What This Means (2025 FDD)
According to Aira Fitness's 2025 Franchise Disclosure Document, franchisees must indemnify and defend Aira Fitness, its affiliates, shareholders, directors, officers, employees, agents, and transferees. This means the franchisee is responsible for protecting Aira Fitness from any obligations, damages, and taxes for which Aira Fitness is held liable. This includes covering all costs reasonably incurred in defending against any claims or actions where Aira Fitness is named as a party. This obligation extends to liabilities, costs, or expenses arising from the franchisee's development and operation of their Aira Fitness Business, as well as the actions or failures to act of the franchisee's owners, managers, employees, or other agents.
The franchisee's indemnification also covers all costs, expenses, or losses Aira Fitness incurs while enforcing the provisions of the Franchise Agreement, defending actions taken related to the agreement, or resulting from the franchisee's breach of the agreement. This includes actual and consequential damages, reasonable arbitrators', attorneys', accountants', and expert witness fees (including those for appeals), costs of investigation and proof of facts, court costs, other litigation expenses, and travel and living expenses. Aira Fitness retains the right to defend any claim made against it.
This indemnification obligation remains in effect even after the expiration or termination of the Franchise Agreement. Furthermore, the franchisee is prohibited from using any Aira Fitness Marks in a manner that could result in liability for any of the franchisee's debts or obligations. Aira Fitness will not be liable for any damages arising from the franchisee's operation of the Aira Fitness Business, or for any sales, use, excise, income, gross receipts, property, or other taxes related to the franchisee's business.
Finally, franchisees, their owners, and guarantors are restricted from asserting any claim or cause of action against Aira Fitness or its affiliates related to the Franchise Agreement or the business more than one year after the termination or expiration of the agreement, or the period defined by the applicable statute of limitations, whichever is shorter. This comprehensive indemnification and limitation of claims underscores the franchisee's significant responsibility for managing risks and liabilities associated with their Aira Fitness Business.