factual

Under what circumstances can Aira Fitness terminate the Franchise Agreement?

Aira_Fitness Franchise · 2025 FDD

Answer from 2025 FDD Document

state of Illinois (subject to state law). |

EXHIBIT J

STATE SPECIFIC ADDENDA TO FDD

Some administrators of franchise registration states may require us to include an addendum to the Aira Fitness Franchise Disclosure Document describing certain state laws or regulations which may supersede the Franchise Disclosure Document. If you are in a registration state which requires an addendum to the Franchise Disclosure Document, it will follow this page.

AIRA FITNESS FRANCHISING, LLC ADDENDUM TO THE DISCLOSURE DOCUMENT FOR THE STATE OF HAWAII

The Aira Fitness Franchising, LLC Disclosure Document for use in the State of Hawaii is modified in accordance with the following:

  1. For Hawaii franchisees, the conditions under which the franchise can be terminated and rights upon nonrenewal may be affected by Hawaii Revised Statutes, Section 482E-6.

AIRA FITNESS FRANCHISING LLC ADDENDUM TO FRANCHISE DISCLOSURE DOCUMENT FOR THE STATE OF ILLINOIS

Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.

Illinois law governs the Franchise Agreement and Multi-Unit Development Agreement. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.

Your rights upon Termination and Non-Renewal of an agreement are set forth in sections 19 and 20 of the Illinois Franchise Disclosure Act.

In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.

No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.

By reading this disclosure document, you are not agreeing to, acknowledging, or making any representations whatsoever to the Franchisor and its affiliates.

ADDENDUM TO THE AIRA FITNESS FRANCHISE AGREEMENT FOR THE STATE OF ILLINOIS

    1. Payment of Initial Franchise/Development Fees will be deferred until Franchisor has met its initial obligations to franchisee, and franchisee has commenced doing business. This financial assurance requirement was imposed by the Office of the Illinois Attorney General due to Franchisor's financial condition.
    1. Illinois law governs the Franchise Agreement and Multi-Unit Development Agreement. In conformance with Section 4 of the Illinois Franchise Disclosure Act, any provision in a franchise agreement that designates jurisdiction and venue in a forum outside of the State of Illinois is void. However, a franchise agreement may provide for arbitration to take place outside of Illinois.
    1. Your rights upon Termination and Non-Renewal of an agreement are set forth in sections 19 and 20 of the Illinois Franchise Disclosure Act.
    1. In conformance with section 41 of the Illinois Franchise Disclosure Act, any condition, stipulation or provision purporting to bind any person acquiring any franchise to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void.
    1. No statement, questionnaire, or acknowledgment signed or agreed to by a franchisee in connection with the commencement of the franchise relationship shall have the effect of (i) waiving any claims under any applicable state franchise law, including fraud in the inducement, or (ii) disclaiming reliance on any statement made by any franchisor, franchise seller, or other person acting on behalf of the franchisor. This provision supersedes any other term of any document executed in connection with the franchise.
    1. Section 9.A of the Franchise Agreement on "Initial Franchise Fee" is amended by the addition of the following:

The Office of the Illinois Attorney General requires Franchisor to defer all initial franchise fees until such time as the Franchisor has completed all initial obligations owed to the Franchisee under the Franchise Agreement and the Franchisee has commenced doing business. This deferral of the initial franchise fees is required based on the Franchisor's financial condition.

Each of the undersigned hereby acknowledges having read and understood this Addendum and consents to be bound by all of its terms.

Source: Item 17 — **RENEWAL, TERMINATION,TRANSFER AND DISPUTE RESOLUTION THE FRANCHISE RELATIONSHIP (FDD pages 48–54)

What This Means (2025 FDD)

Based on the 2025 Aira Fitness Franchise Disclosure Document addenda, the circumstances under which Aira Fitness can terminate the Franchise Agreement are subject to state-specific laws that may supersede the standard agreement. For instance, in Hawaii, termination and non-renewal rights may be affected by Hawaii Revised Statutes, Section 482E-6. Similarly, the Wisconsin Fair Dealership Law supersedes any conflicting provisions in the Franchise Agreement. These addenda indicate that the standard termination clauses in the franchise agreement might not be fully enforceable in certain states due to franchise-specific laws. Prospective franchisees need to be aware of these state-specific addenda as they can significantly impact their rights and obligations under the Franchise Agreement.

In Virginia, the Virginia Retail Franchising Act introduces further restrictions on Aira Fitness's ability to terminate a franchise. Specifically, it is unlawful for Aira Fitness to cancel a franchise without "reasonable cause." If any grounds for default or termination stated in the franchise agreement do not constitute "reasonable cause" as defined by Virginia law, that provision may not be enforceable. This means that Aira Fitness franchisees in Virginia have additional protection against arbitrary or unfair termination, as the franchisor must demonstrate a legitimate and justifiable reason for ending the agreement.

In Illinois, the Franchise Disclosure Act stipulates that any condition that requires a franchisee to waive compliance with the Illinois Franchise Disclosure Act or any other law of Illinois is void. This provision ensures that franchisees in Illinois cannot be forced to relinquish their legal rights or protections under state law. Therefore, prospective Aira Fitness franchisees should carefully review the state-specific addenda applicable to their location and consult with legal counsel to understand the full scope of their rights and the franchisor's termination rights in their particular state.

Disclaimer: This information is extracted from the 2025 Franchise Disclosure Document and is provided for research purposes only. It does not constitute legal or financial advice. Consult with a franchise attorney before making any investment decisions.