LES MILLS TERMS AND CONDITIONS FOR THE SALE AND PURCHASE OF EQUIPMENT

LES MILLS EQUIPMENT – PROMOTION – (FREE SHIPPING ON ORDERS $400+)

This promotion is offered by Les Mills United States Trading, Inc. (“Les Mills US”) and is valid from March 3, 2022 12:00pm until discontinued by Les Mills US. Applies to consumer purchases only (clubs and facilities are excluded) within continental USA only (excludes Hawaii, Alaska and Canada). This promotion is only valid for online orders for specific products featured at At home - Les Mills Equipment US (excluding all Stages products) and is limited to orders under $2,000. Offer is not valid on existing or past orders but can be combined with other promotions or discounts. Discount of free shipping applies to single orders valued at $400 or more (exclusive of tax, and exclusive of shipping costs). Limited to stock on hand. Purchase terms apply. Les Mills US may discontinue this offer at any time.  Free shipping is automatically applied at checkout for qualifying orders.

BETTER10 and STRONGER10 Promotions

These promotions using the promo codes BETTER10 and STRONGER10 are offered by Les Mills United States Trading, Inc and are valid for 2 months from the date of email issuing the promotion to SMART TECH email list signups. Applies to consumer only online orders for individual products featured at https://shop.lesmills.com/us/shop-all (excluding gift cards and bundles being Total Body Reinvention pack, BODYPUMP Bundle + 6 Month Free Subscription, SMARTBAR & Weight Set) and limited to orders under $2,000. Offer cannot be combined with any other promotions or discounts and not valid on existing or past orders. Discount cannot be applied to shipping and handling costs. Only valid in the USA and limited to stock on hand. Shipping costs additional. Purchase terms apply. Offer may be discontinued by Les Mills US at any time.

Instructor Discount Terms and Conditions

This promotion is offered by Les Mills United States Trading, Inc (“Les Mills US”) and is valid from July 26, 2021 00:00am (PST) until discontinued by Les Mills US. Applies to LES MILLS® certified instructor purchases only (consumers, clubs and facilities are excluded). This promotion is only valid for online orders for specific products featured at At home - Les Mills Equipment US (excluding bikes and gift cards) and limited to orders under $2,000. LES MILLS® certified instructors must first be logged into their account on the US equipment store, prior to placing their order. Offer cannot be combined with any other promotions or discounts and is not valid on existing or past orders. Discount of 10% off the retail price + free shipping applies to single orders valued at $300 or more (exclusive of tax). Discount cannot be applied to tax costs. Tax costs are additional. Only valid in continental USA (excluding Quebec, Hawaii, Alaska, Canada and other territories outside of continental USA). Limited to stock on hand. Purchase terms apply. Les Mills US may discontinue or amend the terms of this offer at any time. The discount and free shipping offer will automatically be applied at checkout for qualifying orders.

SMART TECH 30 DAY HOME TRIAL – T&CS (USA)

We know you’ll love our SMART TECH equipment, so you can trial it at home for free for 30 days! If for any reason you are not satisfied with your SMART TECH equipment, you can return it within 30 days for a full refund – we will even arrange free returns. No refunds will be issued following 30 days after the date of delivery.

The 30-day free trial applies to all SMART TECH and Les Mills Accessories orders placed after April 11, 2022 (excludes Stages bikes). Les Mills may amend or discontinue this offer at any time.

Please contact our support team to initiate a refund and they will assist with arranging a return of the SMART TECH equipment. You will receive a full refund of the purchase price (including taxes and delivery fee (if applicable).

If you wish to return an entire SMART TECH equipment bundle that also includes a LES MILLS+ subscription, we will cancel the LES MILLS+ subscription at the time we process your refund for the SMART TECH equipment bundle.

If you wish to return an individual item from a SMART TECH equipment bundle, our support team will advise you of the refund price for that individual item. The refund price will be an amount less than the standard retail price of the individual item (if that item was purchased separately).

The SMART TECH and Les Mills Accessories equipment must be returned in ‘like-new’ condition. Les Mills reserves the right to assess the condition of any returned SMART TECH equipment. If any SMART TECH equipment is returned in a damaged condition or with missing items or parts, you may be charged an additional fee. If substantial damage has been caused to the SMART TECH equipment, Les Mills reserves the right to refuse a refund.

We will process the refund due to you as soon as possible. Refunds for purchases will be credited back to the original payment method.

Offer available to consumer purchasers only (clubs and facilities are excluded). Only valid in continental USA (Canada, Hawaii and Alaska are excluded).

LES MILLS TERMS AND CONDITIONS FOR THE SALE AND PURCHASE OF EQUIPMENT

Updated and effective December 20, 2021

THE TERMS BELOW APPLY IF YOU ARE IN THE UNITED STATES. IF YOU ARE IN CANADA, THE TERMS THAT APPLY ARE HERE

UNITED STATES

These Les Mills Terms and Conditions for Online Sale and Purchase of Equipment (the “Purchase Terms”) set forth the terms pursuant to which Les Mills US Trading Inc. (referred to as “Les Mills,” “us,” “we” or “our” as the context may require) offers and sells any Les Mills’ equipment (“Equipment”) to you, as offered through the website (https://shop.lesmills.com/equipment) (or any subsequent URL that may replace it) (the “Site”) or through a Les Mills sales representative by phone, email or in person (each, together with the Site, a “Sales Channel”). Les Mills and you may be referenced individually as “party” or collectively as “parties.” An “Order” shall mean when you place an order or purchase any Equipment through any Sales Channel and we accept your order in accordance with clause 9. These Purchase Terms will constitute the contract between you and Les Mills for the sale of the applicable Equipment (the “Contract”). You should print a copy of these Terms of Sale at the time you purchase any Equipment or save them to your computer for future reference. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. BY PLACING AN ORDER FOR LES MILLS EQUIPMENT YOU ACCEPT AND ARE BOUND BY THESE PURCHASE TERMS.

1. RESTRICTIONS ON PURCHASING EQUIPMENT.

   YOU MAY NOT ORDER, PURCHASE OR OBTAIN LES MILLS EQUIPMENT IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE, (C) ARE UNABLE TO OPERATE THE EQUIPMENT SUBJECT TO CLAUSE 3 OR THE INSTRUCTIONS THAT ARE INCLUDED WITH THE EQUIPMENT, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, GOODS OR SERVICES, INCLUDING THE EQUIPMENT, BY APPLICABLE LAW.

   
   

2. IMPORTANT NOTICES REGARDING DISPUTE RESOLUTION.

   These Purchase Terms contain provisions that govern how claims you and we may have against each other are resolved (see clause 17 below), including an agreement and obligation to arbitrate disputes.

   FOR BUSINESS CUSTOMERS: The agreement and obligation to arbitrate disputes pursuant to clause 16 requires the use of arbitration to resolve disputes, rather than judicial trials.

   FOR CONSUMERS: Subject to limited exceptions, the agreement and obligation to arbitrate disputes pursuant to clause 17 below requires you to submit claims you have against us to binding arbitration, unless you opt-out in accordance with clause 17. Unless you opt-out of arbitration: (A) you will only be permitted to pursue claims against us on an individual basis, not as part of any class or representative action or proceeding and (B) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

   
   

3. FOR CONSUMERS:

   CONSULT YOUR PHYSICIAN BEFORE USING ANY EQUIPMENT AND FOLLOW HIS OR HER ADVICE. DO NOT USE THE EQUIPMENT IF YOU HAVE A HISTORY OF CHEST PAIN, KNEE, ANKLE, WRIST, SHOULDER, JOINT, OR SPINAL (BACK OR NECK) PROBLEMS OR INJURIES. IF AT ANY TIME YOU FEEL DISCOMFORT, PAIN, DIZZINESS, OR NAUSEA, YOU SHOULD DISCONTINUE USING THE EQUIPMENT IMMEDIATELY. READ AND FOLLOW ANY USE GUIDANCE PROVIDED BY LES MILLS. YOU ARE RESPONSIBLE FOR EXERCISING WITHIN YOUR LIMITS AND ASSUME ALL RISK AND INJURY TO YOUR PERSON AND PROPERTY.

   
   

4. UPDATES TO THESE PURCHASE TERMS.

   When you purchase any Equipment from us, you will be bound by these Purchase Terms, and the date of purchase shall constitute the “Effective Date” of the Contract. For the avoidance of doubt, the Purchase Terms in the Contract agreed upon by you and us as of the Effective Date shall apply even if there are future revisions to the Purchase Terms.

   
   

5. OUR EQUIPMENT.

   The images of the Equipment on our Site, and in any other marketing materials that we provide in connection with the Equipment, are for illustrative purposes only. Although we have made reasonable effort to display colors on our Site accurately, we cannot guarantee that your computer’s display of the colors accurately reflects the color of the Equipment, or that the images of the Equipment depict the Equipment with complete accuracy. Your Equipment may vary slightly from those images.

   
   

6. GIFT CARDS.

   Gift cards expire 5 years after purchase unless otherwise required by applicable law. Promotional offers or discounts do not apply to the purchase of gift cards. Gift cards cannot be redeemed or exchanged for cash except where required by law. Gift cards cannot be used to purchase another gift card. No change or refund will be given, except in accordance with your statutory rights. We are not able to replace or replenish gift cards that are lost, stolen or used without authorization. If the amount of your gift card(s) does not cover the total order amount, the remainder of the purchase balance can be paid with an accepted alternate form of payment. Any balance remaining on the gift card may be applied to future purchases, provided the gift card has not expired. We ask that you safeguard your card and treat your gift card as you would cash. Do not share your gift card code. Gift cards may only be redeemed for products on the US equipment store at https://shop.lesmills.com/equipment/.

   
   

7. HOW WE USE YOUR INFORMATION; OUR PRIVACY POLICY.

   We use the information you provide to us when you place an order or purchase Equipment in accordance with our Privacy Policy https://shop.lesmills.com/equipment/privacy-policy/. Please take the time to read our Privacy Policy as it includes important terms which apply to you and our use of your information.

   
   

8. IF YOU ARE A BUSINESS CUSTOMER.

   This clause 8 only applies if you are a business, and not an individual consumer.

   8.1 You confirm that you have the authority to bind any business on whose behalf you use the Sales Channels to purchase Equipment.

   8.2 These Purchase Terms and any exhibit, attachment, or schedule or other document expressly incorporated by reference into these Purchase Terms constitutes the entire Contract between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to the subject matter herein.

   8.3 You acknowledge that in entering into this Contract you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Purchase Terms or any document expressly referred to in them.

   8.4 You and we agree that neither party shall have any claim for innocent or negligent misstatement based on any statement in this Contract.

   
   

9. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US (OFFER AND ACCEPTANCE).

   9.1 You agree that all the Equipment listed in your Order is an offer to buy the applicable Equipment and you will be subject to these Purchase Terms and all other terms of the Contract as of the Effective Date herein. Your delivery address must be within the United States or Canada. Your Order must be accepted by us and we reserve the right to decline to sell you Equipment or otherwise fulfill your Order for any reason and at our sole discretion.

   9.2 After you place your Order, you will receive an email from us acknowledging that we have received your order (“Purchase Confirmation”). However, please note that this does not mean that your order has been accepted.

   9.3 We will confirm our acceptance of your Order by sending you an additional email that confirms that the Equipment has been dispatched (“Dispatch Confirmation”). The Contract between the Parties will only be formed when we have sent you the Dispatch Confirmation.

   9.4 If we are unable to supply you with the Equipment you have ordered, for example, because that Equipment is not in stock or no longer available, or because of an error in the price on our Site, we will inform you of this by email or phone and we will not process your order. If you have already paid for the Equipment we will refund you the full amount including any delivery costs charged to you.

   
   

10. RETURN AND REFUND POLICY.

    10.1 All sales are final, except where the Equipment you receive is not the Equipment you ordered or is defective subject to clause 10.2, or if you elect to return the unopened carton of Equipment within 14 days of the date of delivery of the Equipment. On Les Mills’ acceptance of the returned unopened Equipment we will refund you for the Price only. All shipping and handling charges (including for returning the Equipment to Les Mills) are solely your responsibility.

    10.2 If an item of Equipment that you receive is not the Equipment you ordered or defective, or the delivery service provides notice that the Equipment has been delivered, but you have not received it, you must notify Les Mills within 7 business days of the date of delivery, or date of notice of delivery, by providing all relevant details including the Order number and evidence of the error or defect sufficient to enable Les Mills to make a determination as to the nature and extent of the error or defect, or, with respect to delivery failures, such evidence as Les Mills may require to verify the applicable delivery failure. Upon receipt of an applicable notice and provided that Les Mills determines that you have not received the item identified in your Order, or the item of Equipment is defective, Les Mills may, at its sole discretion, ask you to either keep the defective item and dispose of it, or alternatively return the incorrect or defective item (unused and repacked in its original packaging) to Les Mills at our cost and we will either send you a replacement item, or refund you the price of the incorrect or defective part of your order. If you do not notify us within the applicable seven (7) business day period of a defect, your remedy will be limited to the Les Mills’ standard Equipment warranty for manufacturing defects, the terms of which are provided to you along with the Equipment. If you do not notify us within the applicable seven (7) business day period of a delivery failure, the Equipment shall be deemed to have been delivered, and Les Mills shall have the right to determine in its reasonable discretion whether to send you a replacement.

    10.3 Any item you return to Les Mills is returned at your own risk. Please email info@lesmillsequipment.com for more information on returns.

    
    

11. DELIVERY.

    11.1 The Dispatch Confirmation we send will include an estimated delivery date. Under ordinary circumstances, we typically ship within 2 business days of the Purchase Confirmation, however the global Covid-19 situation means that our shipping times may be delayed. We also rely on third party delivery services for the delivery of the Equipment and we are not liable for any delays in shipments. We will keep you informed by email for any updates to the estimated delivery date.

    11.2 The risk of loss for items purchased will pass to you at the point of drop-off of the Equipment to the address that you provided in your Order. The title in the Equipment will pass to you once we have received payment in full, including all applicable delivery charges.

    
    

12. PRICE OF EQUIPMENT.

    12.1 The price of Equipment will be the price advertised on our Site or as quoted to you at the time you submit your Order. The price charged will be stated in your Purchase Confirmation email. We take all reasonable care to ensure that the prices of Equipment are correct at the time when the relevant information was entered onto the system. This clause 12.1 is subject to clause 12.4.

    12.2 All prices, discounts, and promotions posted on our Site are subject to change without notice. Price increases will only apply to orders placed after the time of the increase.

    12.3 Quoted or otherwise provided prices do not include taxes or charges for shipping and handling. All taxes (if applicable) and shipping and handling/delivery charges will be added to your total price, and will be itemized in your shopping cart and in your Purchase Confirmation email.

    12.4 Despite our reasonable efforts, Equipment listed on our Site may be incorrectly priced. If we discover an error in the price of the Equipment you have ordered we will contact you to inform you of this error and we will give you the option of continuing to purchase the Equipment at the correct price or cancelling your Order. We will not process the applicable order until we have your instructions. If we are unable to contact you by electronic mail within 10 business days using the contact details provided in your Order, we will cancel the Order without further notification.

    
    

13. HOW TO PAY

    13.1 Unless you are a business customer and alternative payment terms are expressly agreed to in advance in writing by an authorized Les Mills representative, payment for the Equipment and all shipping and handling charges must be received by us before our completion of an Order.

    13.2 We accept the following cards for all purchases: VISA, Mastercard, American Express and Discover credit cards and debit cards from the US. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use the applicable credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted to you at the time of your order.

    13.3 Please note that some credit card companies will charge a currency conversion fee to your credit card account when processing your payment. We use the industry standard encryption protocol known as Secure Socket Layer (SSL) to keep your purchase confirmation secure. Payment for your order must be accepted by our central bank network. If your payment is declined, you will receive an automated notification that your order cannot be processed.

    13.4 We also accept check payments. In order to pay by check please email info@lesmillsequipment.com. We will hold checks for 10 working days before we will dispatch your order.

    13.5 If you are a business customer, and an authorized representative of Les Mills has agreed to payment terms pursuant to which you receive the Equipment prior to making payment in full, if you fail to make a payment as required pursuant to the agreed terms, Les Mills reserves the right to seek all remedies available to it at law and in equity, including engaging a third party debt collection agency to enforce the payment terms on Les Mills’ behalf. Further, Les Mills may determine in its discretion whether its business customers must pay a deposit for the Equipment prior to delivery by Les Mills of the applicable Equipment.

    
    

14. LIMITATIONS ON LES MILLS’ LIABILITY AND YOUR INDEMNITY OBLIGATIONS

    14.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATED ENTITIES OR ANY OF OUR OR THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS, BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF, OR RELATING TO OR IN CONNECTION WITH: (A) ANY BREACH OF THESE PURCHASE TERMS, (B) USE OF OR RELIANCE ON THE EQUIPMENT, (C) PERSONAL INJURY, (D) DEATH, (E) PAIN AND SUFFERING, (F) EMOTIONAL DISTRESS, (I) LOSS OF LIVELIHOOD, (J) LOSS OF ENJOYMENT, (K) LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, OR DIMINUTION IN VALUE, (L) LOSS OF BUSINESS OPPORTUNITY, (M) LOSS OF ANTICIPATED SAVINGS, (N) LOSS OF GOODWILL OR REPUTATION; OR (O) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PURE ECONOMIC LOSS, COSTS, DAMAGES OR CHARGES OR EXPENSES OF ANY KIND WHATSOEVER.

    14.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR AFFILIATED ENTITIES’, SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE EQUIPMENT YOU HAVE ORDERED.

    14.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THESE PURCHASE TERMS OR AS FOLLOWS FROM ANY APPLICABLE LIMITED MANUFACTURER’S WARRANTY, WE DO NOT GIVE ANY REPRESENTATION, WARRANTIES OR UNDERTAKINGS IN RELATION TO THE EQUIPMENT. ANY REPRESENTATION, CONDITION OR WARRANTY THAT MAY BE IMPLIED OR INCORPORATED INTO THESE PURCHASE TERMS BY STATUTE, COMMON LAW OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

    14.4 YOU AGREE TO DEFEND AND INDEMNIFY LES MILLS AGAINST ALL CLAIMS AND LOSS OF ANY KIND WHATSOEVER HOWEVER CAUSED OR ARISING AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OF THIS CLAUSE WHETHER CAUSED OR ARISING AS A RESULT OF THE NEGLIGENCE OF LES MILLS OR OTHERWISE, BROUGHT BY ANY PERSON IN CONNECTION WITH ANY MATTER, ACT, OMISSION, OR ERROR BY LES MILLS, ITS AGENTS OR EMPLOYEES IN CONNECTION WITH THE EQUIPMENT. YOU WILL NOT BE REQUIRED TO INDEMNIFY AND HOLD LES MILLS HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, OR EXPENSES RESULTING FROM LES MILLS’ OWN NEGLIGENT CONDUCT.

    
    

15. EVENTS OUTSIDE OUR CONTROL.

    We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Contract, for any failure to perform, or delay in performance of, any of our obligations under this Contract is caused by any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.
    

16. WAIVER OF JURY TRIALS AND BINDING ARBITRATION IF YOU ARE A BUSINESS

    This clause 16 only applies if you are a business customer.

    16.1 YOU AND LES MILLS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF EQUIPMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

    16.2 The arbitration will be administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules and Mediation Procedures (“Commercial Rules”). The arbitrator will have exclusive authority to resolve any dispute relating to arbitrability and/or enforceability of this arbitration provision, including any unconscionability challenge or any other challenge that the arbitration provision or the Purchase Terms are void, voidable or otherwise invalid. The arbitrator will be empowered to grant whatever relief would be available in court under law or in equity. Any award of the arbitrator(s) will be final and binding on each of the parties, and may be entered as a judgment in any court of competent jurisdiction.

    16.3 If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

    
    

17. DISPUTE RESOLUTION AND BINDING ARBITRATION IF YOU ARE A CONSUMER

    This clause 17 only applies if you are a consumer.

    17.1 YOU AND LES MILLS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT (OTHER THAN SMALL CLAIMS COURT) OR BEFORE A JURY OR TO PARTICIPATE IN A CLASS ACTION OR REPRESENTATIVE ACTION WITH RESPECT TO A CLAIM. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION OR SMALL CLAIMS COURT. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF EQUIPMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION (OR IN SMALL CLAIMS COURT).

    17.2 Informal Dispute Resolution Procedure. We are available at info@lesmillsequipment.com to address any concerns you may have regarding these Purchase Terms or your use of the Equipment. Most concerns may be quickly resolved in this manner. You and we agree to use best efforts to settle any dispute, claim, question, or disagreement directly through consultation and good faith negotiations, which shall be a precondition to either party initiating an arbitration or small claims court suit. If you or Les Mills intends to seek arbitration or file a small claims court suit, the party seeking arbitration or small claims court must first notify the other party of the dispute in writing at least 45 days in advance of initiating the arbitration or small claims court suit (the “Notice Period”). Notice to Les Mills should be sent to:

    Les Mills United States Trading, Inc.

    Address: 363 W Erie St, Suite 200, Chicago, IL 60654

    (with a copy sent to info@lesmillsequipment.com).

    The notice must include enough information to allow the receiving party to assess and attempt to resolve the dispute, including but not limited to, (i) the name, address, telephone number, and email address of the party seeking arbitration or small claims court, (ii) the product or service at issue, (iii) a description of the claim, (iv) the facts supporting the claim, (v) the damages claimed to have been suffered, and (vi) the relief being sought (the “Dispute Notice”). The Notice Period is designed to allow you or Les Mills to make a fair, fact-based offer of settlement if either chooses to do so. Engaging in this informal dispute resolution process is a requirement that must be fulfilled before commencing arbitration or a small claims court suit. The statute of limitations shall be tolled while the parties engage in the informal dispute resolution process required by this Section 17.2.

    17.2 Agreement to Binding Arbitration, Except for Small Claims Court. If the parties do not reach an agreed upon solution within a period of forty-five (45) days from the time a Dispute Notice is sent pursuant to Section 17.2 above, then either party may initiate binding arbitration (or bring an action in small claims court pursuant to Section 17.4 below). All claims arising out of or relating to these Purchase Terms (including their formation, performance and breach), the Equipment and/or the parties’ relationship with each other shall be finally settled by binding arbitration administered by the AAA, in accordance with the AAA Consumer Arbitration Rules (“Consumer Rules”), excluding any rules or procedures governing or permitting class actions. Each party will have the right to use legal counsel in connection with arbitration at its own expense. The parties shall select a single neutral arbitrator in accordance with the AAA Consumer Rules. Except as stated to the contrary in Sections 17.4 or 17.6 below, the arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or scope of these Purchase Terms, including, but not limited to, any claim that all or any part of these Purchase Terms is void or voidable. You or we may elect to appear at the arbitration by phone or, if you and we both agree, to conduct it online, in lieu of appearing live. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be in writing and provide a statement of the essential findings and conclusions, shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction. The interpretation and enforcement of these Terms of Service shall be subject to the Federal Arbitration Act.

    The AAA Consumer Rules governing the arbitration may be accessed at www.adr.org. In an arbitration, you shall be required to pay no more than half of the total administrative, facility and arbitrator fees (collectively, “AAA-related fees”), or $200.00 of such fees, whichever is less, and Les Mills shall pay the remainder of such fees. If the law allows for an award of attorney’s fees, expert witness fees, or costs incurred by you should you prevail in arbitration, an arbitrator may award them too. You will not be required to pay any fees or costs incurred by us if you do not prevail in arbitration, unless the arbitrator determines that the claim was brought in bad faith, in which case the arbitrator may award Les Mills its attorney’s fees, expert witness fees, AAA-related fees and/or costs.

    Each side may, but is not obligated to, make a written settlement offer, inclusive of damages and attorney’s fees itemized separately, at any time prior to 30 days before an arbitration hearing. The amount or terms of any settlement offer may not be disclosed to the arbitrator until after the arbitrator issues an interim award on the claim. If the party receiving the offer doesn’t accept it, and the arbitrator awards the receiving party an amount of damages that is less than or substantially the same as the amount of damages offered, then the arbitrator shall limit any recoverable attorney’s fees to the amount incurred at the time of the offer, so long as the attorney’s fees tendered in the offer are substantially the same as the fees incurred as of the offer date.

    The parties understand that, absent these mandatory provisions, they would have the right to sue in court (other than small claims court) and have a jury trial. They further understand that the right to discovery may be more limited in arbitration or small claims court; and review of an arbitration award (or small claims court judgment) also may be limited.

    17.3 Small Claims Court Remains Available. Notwithstanding anything in these Purchase Terms to the contrary, for disputes within the jurisdictional limit of the small claims court in the county encompassing the dispute, either you or Les Mills can choose to bring an individual action in small claims court instead of proceeding in arbitration; furthermore, if the claims in any request or demand for arbitration could have been brought in small claims court, then either you or Les Mills may choose to have the claims heard in small claims court, rather than in arbitration, at any time before the arbitrator is appointed, by notifying the other party and AAA of that choice in writing. You and we agree that, after receiving notice from you or us that the claims shall be decided by a small claims court rather than in arbitration, AAA shall administratively close the case. Any disagreements regarding the jurisdiction of the small claims court or the interpretation or application of the provisions of this Section 17.4 specifically shall be decided by a court rather than an arbitrator; pending resolution of any such disagreements by a court, you and Les Mills agree that the arbitration shall be stayed. If the provisions in this Section 17.4 are found to be invalid for some reason, then the provisions shall be severable; in no event will the provisions allow for an action or arbitration to be brought on a class or collective basis.

    17.4 Exception – California Private Attorneys General Act (PAGA) Action. Notwithstanding the parties’ agreement to resolve all disputes through arbitration or small claims court, either party may seek relief in a court of law (other than small claims court) for a claim arising under California’s Private Attorneys General Act.

    17.5 Class Action and Class Arbitration Waiver. You and Les Mills acknowledge and agree that you and Les Mills are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class, collective, consolidated or representative proceeding. Further, unless both you and Les Mills otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any class, collective, consolidated or representative proceeding. If there is a final determination that applicable law precludes enforcement of the waiver contained in this paragraph as to any claim, cause of action or requested remedy, then that claim, cause of action or requested remedy will be severed and may be brought in a court of competent jurisdiction, but the waiver contained in this paragraph shall be enforced in arbitration on an individual basis as to all other claims, causes of action or requested remedies to the fullest extent possible. In the event that a claim, cause of action or requested remedy is severed pursuant to this Section 17.6, then you and Les Mills agree that the claims, causes of action or requested remedies that are not subject to arbitration will be stayed until all arbitrable claims, causes of action and requested remedies are resolved by the arbitrator. If a court or arbitrator decides that any part of Section 17 of the Contract cannot be enforced as to a particular request for public injunctive relief, then that request for public injunctive relief (and only that request for public injunctive relief) must be brought in court and must be stayed pending arbitration of the arbitrable remedies. Notwithstanding anything in these Purchase Terms to the contrary, all disputes related to the enforceability and applicability of this Class Action and Class Arbitration Waiver and the provisions of this Section 17.6 specifically shall be resolved by a court and not an arbitrator.

    17.6 Exception – Mass Arbitration. Notwithstanding anything in these Purchase Terms to the contrary, if Les Mills receives 30 or more Dispute Notices related to the same or similar subject matter and sharing common issues of law or fact, and counsel for the individuals submitting the Dispute Notices are the same or coordinated, then if the disputes proceed in arbitration, they shall proceed in a coordinated manner, as follows: (a) counsel for the claimants and counsel for Les Mills shall each select five (5) cases to proceed in arbitration on an individual basis in a series of “bellwether” proceedings; (b) the remaining cases shall be stayed and/or held in abeyance until the first ten (10) have been fully and finally resolved; (c) if the parties are unable to resolve the remaining cases after the conclusion of the initial ten (10) “bellwether” proceedings, then each side may select another five (5) cases (or such fewer number as remain unresolved) to proceed in arbitration on an individual basis, with the remaining cases, if any, stayed and/or held in abeyance; and (d) this process shall continue until the parties are able to resolve all of the claims. If the provisions of this Section 17.7 are found to be invalid for some reason, then the provisions shall be severable; in no event will the provisions allow for an action or arbitration to be brought on a class or collective basis.

    17.7 30 Day Right to Opt-Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth above by sending written notice of your decision to opt-out to the following email: info@lesmillsequipment.com. The notice must be sent within thirty (30) days of placing an order for Equipment, otherwise you shall be bound to arbitrate disputes in accordance with the terms of this Section 17. If you opt-out of these arbitration provisions, we also will not be bound by them.

    17.8 Exclusive Venue for Litigation. In the event that the arbitration provisions set forth in Section 17 are determined not to apply, or if you have opted out of arbitration, the parties agree that any litigation between them shall be filed exclusively in state or federal courts located in Cook County, Illinois (except for small claims court actions which may be brought in the county where you reside). The parties expressly consent to exclusive jurisdiction in Cook County, Illinois for any litigation other than small claims court actions. In the event of litigation relating to these Purchase Terms, the parties agree to waive, to the maximum extent permitted by law, any right to a jury trial, except where a jury trial waiver is not permissible under applicable law.

    
    

18. CONTACTING US

    18.1 If you wish to contact us for any reason, including because you have any complaints, you can contact us by emailing us at info@lesmillsequipment.com, or by overnight courier or registered mail to the following address:

    Les Mills United States Trading, Inc.

    Address: 363 W Erie St, Suite 200, Chicago, IL 60654

    18.2 If we have to contact you or give you notice in writing, we will do so by sending a message to the e-mail address you provide, or by pre-paid post to the address you provide us, in your Order.

    18.3 Notices sent by email will be effective when the email is sent. It is your responsibility to keep your email address current. Notices sent by (i) overnight courier will be effective 1 business day after they are sent, and (ii) registered mail will be effective 3 business days after they are sent.

    
    

19. OTHER IMPORTANT TERMS

    19.1 NOTICE TO CALIFORNIA USERS. Under California Civil Code § 1789.3, users located in California areentitled to the following consumer rights notice. Users may contact us by writing to Les Mills at the following address: 363 W Erie St, Suite 200, Chicago, IL 60654 or info.usa@lesmills.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.

    19.2 Assignment. We may transfer our rights and obligations under a Contract to another organization, but this will not affect your rights or our obligations under these Purchase Terms. You may only transfer your rights or your obligations under these Purchase Terms to another person if we agree in writing.

    19.3 Severability. Each of the paragraphs of these Purchase Terms operates separately. If any court or relevant authority decides that any of them are unlawful, invalid, illegal or unenforceable, then that paragraph will be deemed severed from these Purchase Terms and the remaining paragraphs will remain in full force and effect.

    19.3 No Third-Party Beneficiaries. These Purchase Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

    19.4 No Waivers. If we fail to insist that you perform any of your obligations under these Purchase Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

    19.5 Not for Resale or Export. You represent and warrant that you are purchasing Equipment for your own internal or personal use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US or Canada.

    19.6 Governing Law. All matters arising out of or relating to these Purchase Terms are governed by and construed in accordance with the internal laws of the State of Delaware, without giving effect to any choice or conflict of law provision or rule (whether of the State of Delaware, or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the State of Delaware.

    
    

    CANADA

    These Les Mills Terms and Conditions for Online Sale and Purchase of Equipment (the “Purchase Terms”) set forth the terms pursuant to which Les Mills US Trading Inc. (referred to as “Les Mills,” “us,” “we” or “our” as the context may require) offers and sells any Les Mills’ equipment (“Equipment”) to you, as offered through the website (https://shop.lesmills.com/equipment) (or any subsequent URL that may replace it) (the “Site”) or through a Les Mills sales representative by phone, email or in person (each, together with the Site, a “Sales Channel”). Les Mills and you may be referenced individually as “party” or collectively as “parties.” An “Order” shall mean when you place an order or purchase any Equipment through any Sales Channel and we accept your order in accordance with clause 8. These Purchase Terms will constitute the contract between you and Les Mills for the sale of the applicable Equipment (the “Contract”). You should print a copy of these Terms of Sale at the time you purchase any Equipment or save them to your computer for future reference. THIS DOCUMENT CONTAINS VERY IMPORTANT INFORMATION REGARDING YOUR RIGHTS AND OBLIGATIONS, AS WELL AS CONDITIONS, LIMITATIONS AND EXCLUSIONS THAT MIGHT APPLY TO YOU. PLEASE READ IT CAREFULLY. BY PLACING AN ORDER FOR LES MILLS EQUIPMENT YOU ACCEPT AND ARE BOUND BY THESE PURCHASE TERMS.

1. RESTRICTIONS ON PURCHASING EQUIPMENT.

   YOU MAY NOT ORDER, PURCHASE OR OBTAIN LES MILLS EQUIPMENT IF YOU (A) DO NOT AGREE TO THESE TERMS, (B) ARE NOT AT LEAST 18 YEARS OF AGE (AND THE AGE OF MAJORITY IN YOUR JURISDICTION OF RESIDENCE), (C) ARE UNABLE TO OPERATE THE EQUIPMENT SUBJECT TO CLAUSE 3 OR THE INSTRUCTIONS THAT ARE INCLUDED WITH THE EQUIPMENT, OR (D) ARE PROHIBITED FROM ACCESSING OR USING THIS SITE OR ANY OF THIS SITE’S CONTENTS, GOODS OR SERVICES, INCLUDING THE EQUIPMENT, BY APPLICABLE LAW.

   
   

2. IMPORTANT NOTICES REGARDING DISPUTE RESOLUTION FOR BUSINESS CUSTOMERS.

   These Purchase Terms contain provisions that govern how claims you and we may have against each other are resolved (see clause 15 below), including an agreement and obligation to arbitrate disputes. The agreement and obligation to arbitrate disputes pursuant to clause 15 requires the use of arbitration to resolve disputes, rather than judicial trials.<

   FOR CONSUMERS: CONSULT YOUR PHYSICIAN BEFORE USING ANY EQUIPMENT AND FOLLOW HIS OR HER ADVICE. DO NOT USE THE EQUIPMENT IF YOU HAVE A HISTORY OF CHEST PAIN, KNEE, ANKLE, WRIST, SHOULDER, JOINT, OR SPINAL (BACK OR NECK) PROBLEMS OR INJURIES. IF AT ANY TIME YOU FEEL DISCOMFORT, PAIN, DIZZINESS, OR NAUSEA, YOU SHOULD DISCONTINUE USING THE EQUIPMENT IMMEDIATELY. READ AND FOLLOW ANY USE GUIDANCE PROVIDED BY LES MILLS. YOU ARE RESPONSIBLE FOR EXERCISING WITHIN YOUR LIMITS AND ASSUME ALL RISK AND INJURY TO YOUR PERSON AND PROPERTY.

   
   

3. UPDATES TO THESE PURCHASE TERMS.

   When you purchase any Equipment from us, you will be bound by these Purchase Terms, and the date of purchase shall constitute the “Effective Date” of the Contract. For the avoidance of doubt, the Purchase Terms in the Contract agreed upon by you and us as of the Effective Date shall apply even if there are future revisions to the Purchase Terms.

   
   

4. OUR EQUIPMENT.

   The images of the Equipment on our Site, and in any other marketing materials that we provide in connection with the Equipment, are for illustrative purposes only. Although we have made reasonable effort to display colors on our Site accurately, we cannot guarantee that your computer’s display of the colors accurately reflects the color of the Equipment, or that the images of the Equipment depict the Equipment with complete accuracy. Your Equipment may vary slightly from those images.

   
   

5. HOW WE USE YOUR INFORMATION; OUR PRIVACY POLICY.

   We collect, use and disclose the information you provide to us when you place an Order or purchase Equipment in accordance with our Privacy Policy https://shop.lesmills.com/equipment/privacy-policy/. Please take the time to read our Privacy Policy as it includes important terms which apply to you and our treatment of your personal information.

   
   

6. IF YOU ARE A BUSINESS CUSTOMER.

   This clause 7 only applies if you are a business, and not an individual consumer.

   6.1 You confirm that you have the authority to bind any business on whose behalf you use the Sales Channels to purchase Equipment.

   6.2 These Purchase Terms and any exhibit, attachment, or schedule or other document expressly incorporated by reference into these Purchase Terms constitutes the entire Contract between you and us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to the subject matter herein.

   6.3> You acknowledge that in entering into this Contract you have not relied on any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in these Purchase Terms or any document expressly referred to in them.

   6.4 You and we agree that neither party shall have any claim for innocent or negligent misstatement based on any statement in this Contract.

   
   

7. HOW THE CONTRACT IS FORMED BETWEEN YOU AND US (OFFER AND ACCEPTANCE).

   7.1 You agree that all the Equipment listed in your Order is an offer to buy the applicable Equipment and you will be subject to these Purchase Terms and all other terms of the Contract as of the Effective Date herein. Your delivery address must be within the United States or Canada. Your Order must be accepted by us and we reserve the right to decline to sell you Equipment or otherwise fulfill your Order for any reason and at our sole discretion.

   7.2 After you place your Order, you will receive an email from us acknowledging that we have received your Order (“Purchase Confirmation”). However, please note that this does not mean that your Order has been accepted.

   7.3 We will confirm our acceptance of your Order by sending you an additional email that confirms that the Equipment has been dispatched (“Dispatch Confirmation”). The Contract between the Parties will only be formed when we have sent you the Dispatch Confirmation.

   7.4 If we are unable to supply you with the Equipment you have ordered, for example, because that Equipment is not in stock or no longer available, or because of an error in the price on our Site, we will inform you of this by email or phone and we will not process your Order. If you have already paid for the Equipment we will refund you the full amount including any delivery costs charged to you.

   
   

8. RETURN AND REFUND POLICY.

   8.1 All sales are final, except where the Equipment you receive is not the Equipment you ordered or is defective subject to clause 9.2, or if you elect to return the unopened carton of Equipment within 14 days of the date of delivery of the Equipment. On Les Mills’ acceptance of the returned unopened Equipment, we will refund you for the price (including applicable taxes) only. All shipping and handling charges (including for returning the Equipment to Les Mills) are solely your responsibility.

   8.2 If an item of Equipment that you receive is not the Equipment you ordered or defective, or the delivery service provides notice that the Equipment has been delivered, but you have not received it, you must notify Les Mills within 7 business days of the date of delivery, or date of notice of delivery, by providing all relevant details including the Order number and evidence of the error or defect sufficient to enable Les Mills to make a determination as to the nature and extent of the error or defect, or, with respect to delivery failures, such evidence as Les Mills may require to verify the applicable delivery failure. Upon receipt of an applicable notice and provided that Les Mills determines that you have not received the item identified in your Order, or the item of Equipment is defective, Les Mills may, at its sole discretion, ask you to either keep the defective item and dispose of it, or alternatively return the incorrect or defective item (unused and repacked in its original packaging) to Les Mills at our cost and we will either send you a replacement item, or refund you the price of the incorrect or defective part of your Order. If you do not notify us within the applicable seven (7) business day period of a defect, your remedy will be limited to the Les Mills’ standard Equipment warranty for manufacturing defects, the terms of which are provided to you along with the Equipment. If you do not notify us within the applicable seven (7) business day period of a delivery failure, the Equipment shall be deemed to have been delivered, and Les Mills shall have the right to determine in its reasonable discretion whether to send you a replacement.

   8.3 Any item you return to Les Mills is returned at your own risk. Please email info@lesmillsequipment.com for more information on returns.

   
   

9. DELIVERY.

   9.1 The Dispatch Confirmation we send will include an estimated delivery date. Under ordinary circumstances, we typically ship within 2 business days of the Purchase Confirmation, however the global Covid-19 situation means that our shipping times may be delayed. We also rely on third party delivery services for the delivery of the Equipment and we are not liable for any delays in shipments. We will keep you informed by email for any updates to the estimated delivery date.

   9.2 The risk of loss for items purchased will pass to you at the point of drop-off of the Equipment to the address that you provided in your Order. The title in the Equipment will pass to you once we have received payment in full, including all applicable delivery charges.

   
   

10. PRICE OF EQUIPMENT.

    10.1 The price of Equipment will be the price advertised on our Site or as quoted to you at the time you submit your Order and will be quoted in U.S. dollars. The price charged will be stated in your Purchase Confirmation email. We take all reasonable care to ensure that the prices of Equipment are correct at the time when the relevant information was entered onto the system. This clause 11.1 is subject to clause 11.4.

    10.2 All prices, discounts, and promotions posted on our Site are subject to change without notice. Price increases will only apply to Orders placed after the time of the increase.

    10.3 Quoted or otherwise provided prices do not include taxes or charges for shipping and handling. All taxes (if applicable) and shipping and handling/delivery charges will be added to your total price, and will be itemized in your shopping cart and in your Purchase Confirmation email.

    10.4 Despite our reasonable efforts, Equipment listed on our Site may be incorrectly priced. We reserve the right to revoke any stated price and to correct any errors, inaccuracies or omissions (including after an Order has been placed). If we discover an error in the price of the Equipment you have ordered, we will contact you to inform you of this error and we will give you the option of continuing to purchase the Equipment at the correct price or cancelling your Order. We will not process the applicable Order until we have your instructions. If we are unable to contact you by electronic mail within 10 business days using the contact details provided in your Order, we will cancel the Order without further notification.

    
    

11. HOW TO PAY

    11.1 Unless you are a business customer and alternative payment terms are expressly agreed to in advance in writing by an authorized Les Mills representative, payment for the Equipment and all shipping and handling charges must be received by us before our completion of an Order.

    11.2 We accept the following cards for all purchases: VISA, Mastercard, American Express and Discover credit cards and debit cards. You represent and warrant that (i) the credit card information you supply to us is true, correct and complete, (ii) you are duly authorized to use the applicable credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including shipping and handling charges and all applicable taxes, if any, regardless of the amount quoted to you at the time of your Order.

    11.3 Please note that some credit card companies will charge a currency conversion fee to your credit card account when processing your payment. We use the industry standard encryption protocol known as Transport Layer Security (TLS) to keep your purchase confirmation secure. Payment for your Order must be accepted by our central bank network. If your payment is declined, you will receive an automated notification that your Order cannot be processed.

    11.4 We also accept check payments. In order to pay by check please email info@lesmillsequipment.com. We will hold checks for 10 working days before we will dispatch your Order.

    11.5 If you are a business customer, and an authorized representative of Les Mills has agreed to payment terms pursuant to which you receive the Equipment prior to making payment in full, if you fail to make a payment as required pursuant to the agreed terms, Les Mills reserves the right to seek all remedies available to it at law and in equity, including engaging a third party debt collection agency to enforce the payment terms on Les Mills’ behalf. Further, Les Mills may determine in its discretion whether its business customers must pay a deposit for the Equipment prior to delivery by Les Mills of the applicable Equipment.

    
    

12. LIMITATIONS ON LES MILLS’ LIABILITY AND YOUR INDEMNITY OBLIGATIONS

    12.1 TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE, OUR AFFILIATED ENTITIES OR ANY OF OUR OR THEIR SHAREHOLDERS, DIRECTORS, OFFICERS, EMPLOYEES OR LICENSORS, BE LIABLE (JOINTLY OR SEVERALLY) TO YOU OR ANY THIRD PARTY FOR ANY LOSS OR DAMAGE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE OR BREACH OF STATUTORY DUTY), MISREPRESENTATION, RESTITUTION OR OTHERWISE, EVEN IF FORESEEABLE, ARISING OUT OF, OR RELATING TO OR IN CONNECTION WITH: (A) ANY BREACH OF THESE PURCHASE TERMS, (B) USE OF OR RELIANCE ON THE EQUIPMENT, (C) PERSONAL INJURY, (D) DEATH, (E) PAIN AND SUFFERING, (F) EMOTIONAL DISTRESS, (I) LOSS OF LIVELIHOOD, (J) LOSS OF ENJOYMENT, (K) LOSS OF PROFITS, SALES, BUSINESS OR REVENUE, OR DIMINUTION IN VALUE, (L) LOSS OF BUSINESS OPPORTUNITY, (M) LOSS OF ANTICIPATED SAVINGS, (N) LOSS OF GOODWILL OR REPUTATION; OR (O) ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR PURE ECONOMIC LOSS, COSTS, DAMAGES OR CHARGES OR EXPENSES OF ANY KIND WHATSOEVER.

    12.2 TO THE EXTENT PERMITTED BY APPLICABLE LAW, OUR AND OUR AFFILIATED ENTITIES’, SOLE AND ENTIRE MAXIMUM LIABILITY, FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE WHATSOEVER, SHALL BE LIMITED TO THE ACTUAL AMOUNT PAID BY YOU FOR THE EQUIPMENT YOU HAVE ORDERED.

    12.3 TO THE EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS EXPRESSLY STATED IN THESE PURCHASE TERMS OR AS FOLLOWS FROM ANY APPLICABLE LIMITED MANUFACTURER’S WARRANTY, WE DO NOT GIVE ANY REPRESENTATION, WARRANTIES, UNDERTAKINGS OR CONDITIONS IN RELATION TO THE EQUIPMENT. ANY REPRESENTATION, CONDITION OR WARRANTY THAT MAY BE IMPLIED OR INCORPORATED INTO THESE PURCHASE TERMS BY STATUTE, COMMON LAW OR OTHERWISE IS EXCLUDED TO THE FULLEST EXTENT PERMITTED BY LAW.

    12.4 YOU AGREE TO DEFEND AND INDEMNIFY LES MILLS AGAINST ALL CLAIMS AND LOSS OF ANY KIND WHATSOEVER HOWEVER CAUSED OR ARISING AND WITHOUT LIMITING THE GENERALITY OF THE FOREGOING OF THIS CLAUSE WHETHER CAUSED OR ARISING AS A RESULT OF THE NEGLIGENCE OF LES MILLS OR OTHERWISE, BROUGHT BY ANY PERSON IN CONNECTION WITH ANY MATTER, ACT, OMISSION, OR ERROR BY LES MILLS, ITS AGENTS OR EMPLOYEES IN CONNECTION WITH THE EQUIPMENT. YOU WILL NOT BE REQUIRED TO INDEMNIFY AND HOLD LES MILLS HARMLESS FROM AND AGAINST ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, OR EXPENSES RESULTING FROM LES MILLS’ OWN NEGLIGENT CONDUCT.

    
    

13. EVENTS OUTSIDE OUR CONTROL.

    We will not be liable or responsible to you, nor be deemed to have defaulted or breached this Contract, for any failure to perform, or delay in performance of, any of our obligations under this Contract is caused by any act or event beyond our reasonable control, including without limitation, strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation of war, fire, explosion, storm, flood, earthquake, subsidence, pandemic, epidemic or other natural disaster, or failure of public or private telecommunications networks or impossibility of the use of railways, shipping, aircraft, motor transport, or other means of public or private transport.

    
    

14. WAIVER OF JURY TRIALS AND BINDING ARBITRATION IF YOU ARE A BUSINESS

    This clause 14 only applies if you are a business customer.

    14.1 YOU AND LES MILLS ARE AGREEING TO GIVE UP ANY RIGHTS TO LITIGATE CLAIMS IN A COURT OR BEFORE A JURY. OTHER RIGHTS THAT YOU WOULD HAVE IF YOU WENT TO COURT MAY ALSO BE UNAVAILABLE OR MAY BE LIMITED IN ARBITRATION. ANY CLAIM, DISPUTE OR CONTROVERSY (WHETHER IN CONTRACT, TORT OR OTHERWISE, WHETHER PRE-EXISTING, PRESENT OR FUTURE, AND INCLUDING STATUTORY, CONSUMER PROTECTION, COMMON LAW, INTENTIONAL TORT, INJUNCTIVE AND EQUITABLE CLAIMS) BETWEEN YOU AND US ARISING FROM OR RELATING IN ANY WAY TO YOUR PURCHASE OF EQUIPMENT, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION.

    14.2 Any controversy, claim or dispute arising out of, relating to, or in respect of these Purchase Terms, including their negotiation, validity, existence, breach, termination, construction or application, or the rights, duties or obligations of any party, or the rights, duties or obligations of any party derived from or associated with these Purchase Terms (a “Dispute”), shall be referred to and determined by a single arbitrator in a final and binding arbitration administered under the rules of ADR Institute of Canada, Inc.’s Arbitration Rules. If the parties have not agreed upon an arbitrator within 14 days, unless otherwise agreed by the parties in writing, the parties shall ask the ADR Institute of Canada, Inc. to appoint a single arbitrator.

    14.3 The seat of the arbitration shall be the same as the provincial or territorial law governing these Purchase Terms. The arbitration shall be heard in the capital of the seat, unless the parties agree otherwise. The costs and expenses of the arbitrator shall be shared equally between the parties. A party to the arbitration has no right of appeal from any award of the Arbitrator, whether characterized as final, interim, interlocutory or partial.

    14.4 All Disputes referred to arbitration (including the scope of the agreement to arbitrate, the law relating to the enforcement of the agreement to arbitrate, any relevant limitation periods, the law governing the procedure of the arbitration, the law relating to available remedies, set-off claims and conflict of laws rules) shall be governed by the law of the seat. Each party hereby irrevocably consents to venue in the capital of the seat, and to the jurisdiction of competent courts in the capital of the seat for all litigation that may be brought, however it is agreed and acknowledged that the intention of the parties is to arbitrate the Dispute without recourse to the courts.

    14.5 A party to these Purchase Terms may take such steps as are permitted or required to enforce an award made by an Arbitrator. Except as required by law, and only to the extent that such disclosure is reasonably necessary, or for the purposes of obtaining professional advice, the existence of the arbitration and any element of the arbitration, including any award, shall be confidential and shall not be disclosed to any non-party to the arbitration. No document or other evidence or information prepared for or produced by or on behalf of any party to the arbitration shall be disclosed to any non-party to the arbitration.

    If any provision of this arbitration provision is found unenforceable, the unenforceable provision will be severed and the remaining arbitration terms will be enforced.

    
    

15. CONTACTING US

    15.1 If you wish to contact us for any reason, including because you have any complaints, you can contact us by emailing us at info@lesmillsequipment.com, or by overnight courier or registered mail to the following address:

    Les Mills United States Trading, Inc.

    Address: 363 W Erie St, Suite 200, Chicago, IL 60654 USA

    15.2 If we have to contact you or give you notice in writing, we will do so by sending a message to the e-mail address you provide, or by pre-paid post to the address you provide us, in your Order.

    15.3 Notices sent by email will be effective when the email is sent. It is your responsibility to keep your email address current. Notices sent by (i) overnight courier will be effective 1 business day after they are sent, and (ii) registered mail will be effective 3 business days after they are sent.

    
    

16. OTHER IMPORTANT TERMS

    16.1 Assignment. We may transfer our rights and obligations under a Contract to another organization, but this will not affect your rights or our obligations under these Purchase Terms. You may only transfer your rights or your obligations under these Purchase Terms to another person if we agree in writing.

    16.2 Severability. Each of the paragraphs of these Purchase Terms operates separately. If any court or relevant authority decides that any of them are unlawful, invalid, illegal or unenforceable, then that paragraph will be deemed severed from these Purchase Terms and the remaining paragraphs will remain in full force and effect.

    16.3 No Third-Party Beneficiaries. These Purchase Terms do not and are not intended to confer any rights or remedies upon any person or entity other than you.

    16.4 No Waivers. If we fail to insist that you perform any of your obligations under these Purchase Terms, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

    16.5 Not for Resale or Export. You represent and warrant that you are purchasing Equipment for your own internal or personal use only, and not for resale or export. You further represent and warrant that all purchases are intended for final delivery to locations within the US or Canada.

    16.6 Governing Law.

    16.6.1 For Businesses: These Purchase Terms are governed by and construed in accordance with the laws of the Province of Ontario and of the laws of Canada applicable therein, and any dispute is to be submitted to a court of competent jurisdiction in the judicial district of Toronto, Province of Ontario.

    16.6.2 For Consumers: The validity, interpretation, construction, and performance of these Purchase Terms shall be governed by the laws in effect in the province or territory in which you reside. The parties hereby consent to the exclusive jurisdiction of the courts of the province or territory in which you reside.