Under what circumstances does a Basecamp Fitness client agree to indemnify HC?

According to Basecamp Fitness's 2025 Franchise Disclosure Document, a client agrees to defend, indemnify, and hold harmless HC (Healthy Contributions), along with its owners, affiliates, officers, directors, employees, agents, insurers, and representatives, from any third-party demands, losses, actions, damages, claims, costs, expenses, and liabilities, including attorney's fees. These are collectively referred to as "Claims."

This indemnification applies if the Claims result from or arise out of, directly or indirectly: any act or omission of the client related to any Fitness Incentive Programs; any violation of the terms of the agreement between the client and HC; or any claims asserted by any participating member arising from the member's utilization of the Participating Facility.

In practical terms, this means that if a Basecamp Fitness client's actions or failures to act cause harm or loss to a third party in connection with a Fitness Incentive Program, or if the client violates their agreement with HC, the client is responsible for covering HC's costs and legal liabilities. Similarly, if a member's use of the facility leads to a claim against HC, the client agrees to indemnify HC. This is a standard clause in many service agreements, designed to protect the service provider from liabilities arising from the client's conduct or breaches of contract.