ONE FIT FIGHTER LLC 

TERMS AND CONDITIONS OF SERVICE 

1.  One Fit Fighter Terms and Conditions Control the Agreement. 
   • These terms and conditions are incorporated into and made a part of the Scope of Services  agreement or proposal (“Agreement”) by One Fit Fighter LLC, and any of its affiliates (“One Fit Fighter”) to issue to the named Client the services referenced in the  Agreement (the “Services”). The Agreement expressly limits Client’s acceptance to these terms  and conditions. Client may reject the Agreement by not purchasing Services. The Agreement  does not constitute an acceptance by One Fit Fighter of any offer or counteroffer of Client, and  One Fit Fighter hereby rejects any additional, different, or inconsistent terms, conditions or  limitations contained in or incorporated by reference in any forms, purchase orders, or other  documents of Client that already have been or hereafter may be presented to One Fit Fighter with respect to the Agreement. 
   • If Client has submitted or will submit additional and/or different terms and conditions to One Fit Fighter, or submit a counteroffer to One Fit Fighter, One Fit Fighter’s subsequent  performance will not be construed as either acceptance of Client’s additional and/or different  terms and conditions or Client’s counteroffer. 
2.  Prices. 
   • Unless otherwise agreed to by One Fit Fighter in writing, One Fit Fighter’s prices for the  Services will be the price of stated in the Agreement (the “Consulting Fee”). If such  document fails to contain a listed Consulting Fee, then One Fit Fighter’s standard prices  for such Service as of the date hereof shall be used in calculating the amount owed by Client;  provided, however, that One Fit Fighter may change the price for the Services in accordance  with any change to its standard pricing for such Services prior to the date of performance of  Services. 
   • The Consulting Fee for any and all Services shall be confidential, and Client shall not  disclose such Consulting Fee to any unrelated third party. Client shall further hold  confidential and not disclose any information relating to the pricing of Services offered by One Fit Fighter, regardless of whether or not such prices are ultimately applied to, included in, or  referenced in the Consulting Fee. One Fit Fighter and Client acknowledge and agree  that money damages for any and all breaches of Client’s obligation not to disclose the Media  Management Fee or price of any other Services is both incalculable and insufficient and that any  such breach would irreparably harm One Fit Fighter. Therefore, in the event of an actual or  prospective breach of the obligation of Client not to disclose the Consulting Fee or prices of any other Services, One Fit Fighter shall be entitled to a permanent and/or a  preliminary injunction to prevent or remedy such breach and shall have the right to specific  enforcement of the Agreement against Client in addition to any other remedies to which One Fit Fighter may be entitled at law or in equity. 
   • Any change to the agreed-to Agreement will be described in a written Amendment prepared by One Fit Fighter which describes with reasonable specificity the proposed changes in service. No Amendment shall be effective unless jointly agreed to in writing by One Fit Fighter and Client.  

3.  Specifications. 
   • Unless One Fit Fighter has expressly agreed otherwise in writing, it is Client’s responsibility to  ensure that the Services provided are the ones that Client has requested and are correct in all  regards. One Fit Fighter HEREBY EXPRESSLY DISCLAIMS ANY AND ALL  REPRESENTATIONS AND WARRANTIES THAT SERVICES CONFORM TO ANY  SPECIFICATIONS RELIED UPON BY CLIENT.
   • In the event of a typographical error relating to price or other contractual term described by One Fit Fighter in the Agreement, One Fit Fighter reserves the right to refuse to perform Services for  the price in error and/or honor such erroneously stated contract terms. 

1.  Photography. 
   • Client grants One Fit Fighter permission to take photographs during Consulting sessions and authorizes One Fit Fighter LLC and its assigns and transferees to use and to  copyright Client’s likeness in print and/or electronically in a photograph, video, or other digital  media (“Photos”) in any and all of its publications, illustrations, and advertising, including web based publications. Client understands and agrees that all Photos will become the property of the  One Fit Fighter and may not be returned. Client irrevocably authorizes One Fit Fighter to edit,  alter, copy, exhibit, publish, or distribute these Photos for any lawful purpose for which Client waives any right to inspect or approve the publication wherein Client’s likeness appears. Client understands that no payment, royalty, fee or other compensation shall become payable to Client by use of the Photos. Client affirms the consent of parent or guardian if necessary. 
   • Client grants authorizes One Fit Fighter LLC and its assigns and transferees to take Photos in accordance with Services provided in the Agreement. Client understands and agrees that all  Photos will become the mutual property of the Client and One Fit Fighter. Client irrevocably  authorizes One Fit Fighter to edit, alter, copy, exhibit, publish, or distribute these Photos for any  lawful purpose for which Client waives any right to inspect or approve the publication wherein  Client’s likeness appears. Client understands that no payment, royalty, fee or other  compensation shall become payable to Client by use of the Photos. Client affirms the consent of  parent or guardian if necessary. One Fit Fighter hereby grants Client a license to use all  mutually-owned Photos on a non-exclusive, worldwide, non-transferable, non-sublicensable,  royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use  of the mutually-owned Photos. 
2.  Video Sessions.  
   • Client recognizes and acknowledges that One Fit Fighter, at its sole discretion, may independently opt to offer Consulting sessions, classes, and other Services electronically via Zoom, Skype, or other video and audio transmitting software. When possible, One Fit Fighter will endeavor to provide Client with seven (7) days advance notice prior to switching formats from in-person Services to electronic Services. Client understands that such advance notice may not always be possible, practical, or convenient for One Fit Fighter, and failure on the part of One Fit Fighter to provide seven (7) days advance notice will in no case constitute a breach of its duties owed to Client in the Agreement. 
   • Client expressly agrees, at its own expense, to purchase, maintain, and install all computer equipment, accessories, and software necessary for participation in electronically-offered Services. Failure of Client to promptly be ready to participate in electronically-offered Services at their scheduled times will not constitute a valid excuse for nonpayment of those Services, and Client will remain fully bound and obligated under the Agreement to pay for any and all electronically-offered Services that are delayed, interrupted, or otherwise prevented for technical reasons.  
   • Client grants express permission to One Fit Fighter to record, transmit, and archive electronically-offered Services for any and all lawful purposes. 
   • Failure of Client to speak, respond, or otherwise affirmatively demonstrate its presence by speech or writing during the course of an electronic video or audio call will permit One Fit Fighter, at its sole discretion, to independently cancel the session, class, or other Service in progress. One Fit Fighter will have no duty to reschedule, reattempt, or resume the canceled electronic Service. Client will remain fully bound and obligated to fully pay that portion of the Consulting Fee corresponding to the canceled electronic Service.

6.  Payment. 
   • All payments for Services must be made in United States currency unless specified in writing by  One Fit Fighter. Payments for Services will be made by such means as One Fit Fighter may  specify, such as by cash, check, credit card or wire transfer provided that One Fit Fighter may  refuse, in its sole discretion, payment by any means. 
   • One Fit Fighter shall have the right to offset any and all amounts due and owing from One Fit Fighter to Client under the Agreement, including, without limitation, any chargebacks or  rebates, against any amounts due and owing from Client to One Fit Fighter under the Agreement. 
   • By signing the Agreement, Client agrees to pay the Consulting Fee in full. Payment of  the full Consulting Fee is due and payable regardless of whether Client completes the  package(s), session(s), or other Services contained in the Agreement.  
   • If Client elects to pay the Consulting Fee in monthly payments, all payments shall be  charged to the credit card provided, and Client authorizes One Fit Fighter to make all charges at  the time they are due without separate authorization. Client acknowledges that no prior  notification will be provided for recurring payments. In the event any payment due under the  Agreement is late, Client’s participation in the package(s), session(s), or other Services contained  in the Agreement will be suspended until payment is made. 
   • It is Client’s responsibility to maintain a current credit card on file and update its information if  said credit card expires during the term of the Agreement. Approval of monthly payments does  not convert the package to a month-to-month package. The full amount of the Media  Management Fee is due and payable upon signing the Agreement, regardless of how payments  are made. In the case of default, Client will be liable for all collection costs incurred by One Fit Fighter including, without limitation, attorneys’ and collection agency fees, and all related  disbursements.  
   • Past due amounts are subject to service charges of one and a half percent (1 ½%) per month or  the maximum percentage rate permitted by law, whichever is less. 
7.  Termination. 
   • One Fit Fighter may terminate the Agreement before the expiration date stated therein on written  notice if Client fails to pay any amount when due thereunder: (i) and such failure continues for  ten (10) days after Client’s receipt of written notice of nonpayment; or (b) such failure occurs  two (2) or more times in any three (3) month period. 
   • One Fit Fighter may additionally terminate the Agreement before the expiration date if Client  fails to complete assignments or other responsibilities, or is otherwise not adequately  participating in the process, as One Fit Fighter may determine at its sole discretion. In  accordance with Section 6(c), Client will remain fully bound and obligated to pay the full Media  Management Fee in the case of termination, whether or not that termination should occur as a  result of conditions described in this section of the Agreement.  
8.  Survival. 
   The rights and obligations of One Fit Fighter and Client as set forth in the Agreement shall  survive its termination or expiration. With respect to Confidential Information that constitutes a  trade secret under applicable law, the rights and obligations set forth in Section 18 hereof will  survive such termination or expiration of the Agreement until, if ever, such Confidential  Information loses its trade secret protection other than due to an act or omission of the Receiving  Party or the Receiving Party. 

9.  Cancellation.  
   • Client may cancel its scheduled session(s), appointment(s), or other individually-scheduled  Services with One Fit Fighter, but only if forty-eight (48) hour advance written notice is  provided by Client.
   • All further cancellations made in violation of the above forty-eight (48) hour advance written  notice requirement shall result in the forfeiture of the scheduled session, appointment, or other  Service, and Client shall be fully bound and obligated to pay the agreed-upon contract price for  such Service.  
   • If One Fit Fighter decides to extend the above one-time pass for cancellations made in violation  of the forty-eight (48) hour cancellation policy to cover and apply to additional improper  cancellations, such extensions shall not restrict, and shall not be construed to reduce in any  capacity, the ability of One Fit Fighter to strictly enforce its cancellation policy in the event of  future improper cancellations. 
10.  DISCLAIMER OF WARRANTIES. 
    • One Fit Fighter MAKES NO REPRESENTATIONS OR GUARANTEES REGARDING  PERFORMANCE OTHER THAN THOSE SPECIFICALLY WRITTEN IN THE  AGREEMENT.  
    • BECAUSE OF THE NATURE OF THE SERVICES PROVIDED BY One Fit Fighter,  THE RESULTS EXPERIENCED BY CLIENTS VARY SIGNIFICANTLY. CLIENT ACCEPTS  RESPONSIBILITY FOR THIS VARIANCE. One Fit Fighter IS NOT RESPONSIBLE  FOR ANY DECISIONS CLIENT MAKES AS A RESULT OF THE SERVICES OR FOR ANY  CONSEQUENCES OF THOSE DECISIONS.  
    • One Fit Fighter WARRANTS THAT THE SERVICES WILL BE PERFORMED IN A  PROFESSIONAL MANNER. One Fit Fighter HEREBY EXPRESSLY DISCLAIMS  ANY AND ALL REPRESENTATIONS AND WARRANTIES, WHETHER ORAL OR  WRITTEN, EXPRESSED OR IMPLIED, WHETHER ARISING BY CONTRACT LAW OR IN  EQUITY, WITH RESPECT TO THE SERVICES. One Fit Fighter EXPRESSLY  DISCLAIMS THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A  PARTICULAR PURPOSE. 
11.  Limitation of Remedies. 
    • Client’s sole remedy for all damages, which Client may select to pursue at its own discretion, but  that must still remain subject to the limiting language of Section 12, shall be either (i) a refund of  all monies paid by Client to One Fit Fighter on the date that the conduct giving rise to the claim  occurred or, if the conduct occurred on a series of dates, on the most recent date on which such  conduct occurred, or (ii) credit redeemable for future One Fit Fighter Services equal to the full  Consulting Fee listed in the Agreement.  
    • If Client or One Fit Fighter has a claim or issue relating to the Services of the Agreement, such  claim or issue will be disclosed by written notice to the other party within thirty (30) days of  either the date of the occurrence of such claim or issue, or the date that such claim or issue  becomes known, whichever is later. If any claim or issue is not disclosed to the other party  within the timeframe stated above, then such claim or issue shall be deemed unenforceable and  all rights to a remedy shall be totally forfeited.  
12.  Limitation of Liability.  
    NOTWITHSTANDING ANYTHING ELSE CONTAINED HEREIN TO THE CONTRARY,  IN NO EVENT WILL: (A) One Fit Fighter BE LIABLE TO CLIENT FOR ANY  CIRCUMSTANTIAL, CONSEQUENTIAL, CONTINGENT, EXEMPLARY, INCIDENTAL,  INDIRECT, LIQUIDATED, MATERIAL, PUNITIVE, SPECIAL, SPECULATIVE OR  OTHER DAMAGES, INCLUDING, WITHOUT LIMITATION, ATTORNEYS FEES OR  COURT COSTS ARISING IN ANY MANNER PURSUANT TO OR IN CONNECTION  WITH THE AGREEMENT OR THE SERVICES (EVEN IF One Fit Fighter IS MADE  AWARE OF THE POTENTIAL FOR SUCH DAMAGES); OR (B) One Fit Fighter’S  TOTAL LIABILITY RELATED TO ANY SERVICE EXCEED THE PURCHASE PRICE OF  SUCH SERVICE.

13.  Indemnification.  
    • Client will indemnify, defend and hold harmless One Fit Fighter, its members, officers,  directors, employees, agents and representatives from and against all losses, damages, liabilities,  costs, and expenses including, without limitation, property damage, loss of profits or revenue,  loss of use of any property, cost of capital, cost of purchased or replacement power or temporary  equipment, personal or bodily injury, or death (“Losses”), that may arise pursuant to or in  connection with the Agreement or the Services, regardless of whether such Losses are suffered  directly by Client or arise pursuant to or in connection with a third-party suit, claim,  counterclaim, demand, judgment or other action (each a “Claim”) and regardless of whether or  not One Fit Fighter or any third-party is proportionately negligent with respect to such Losses  and/or Claim, provided that Client need not indemnify One Fit Fighter for One Fit Fighter’s obligation, if any, to Client under the remedies described herein. For the avoidance of doubt and  without limitation, this indemnification obligation requires Client to pay any judgments against  One Fit Fighter or any other indemnified party resulting from any Claim, any court costs of One Fit Fighter or any other indemnified party in connection with any Claim, and any reasonable  attorneys’ fees and disbursements incurred by One Fit Fighter or any other indemnified party in  One Fit Fighter’s defense of any Claim. One Fit Fighter will have the sole and exclusive right to  conduct the defense of any Claim at Client’s sole and exclusive cost and expense. Client’s  indemnification obligation does not depend on the truth or accuracy of any allegations made  against One Fit Fighter, Client or any third party. 
14.  Insurance.  
    During the term of the Agreement and for a period of 1 year after the last date of Services  performed under the Agreement, Client shall, at its own expense, maintain and carry insurance, in  full force and effect that includes, but is not limited to, commercial general liability, cyber, privacy  and other applicable liability policies, each in a sum no less than $2 Million per occurrence with  financially sound and reputable insurers. Upon One Fit Fighter’s request, Client shall provide One Fit Fighter with certificates of insurance from Client’s insurer(s) evidencing the insurance coverage  specified. The certificates of insurance shall name One Fit Fighter as an additional insured. Client  shall provide One Fit Fighter with 60 days’ advance written notice in the event of a cancellation  or material change in any Client’s insurance policy. The Parties shall assess and adjust insurance  needs and requirements every 6 months or as frequently as the Parties agree. 

15.  Intellectual Property.  
    • All intellectual property rights, including copyrights, patents, patent disclosures, and inventions  (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other  confidential information, trade dress, trade names, logos, company names, and domain names,  together with all of the goodwill associated therewith, derivative works, and all other rights  (collectively, “Intellectual Property Rights”) in and to all documents, work product, and other  materials that are provided to Client under the Agreement in the course of performing the Services (collectively, the “Owned Intellectual Property”) shall be owned by One Fit Fighter.  
    • If Client makes any changes, suggestions, enhancements or improvements (each, a “Change”) to  any materials that compose the Owned Intellectual Property, Client hereby assigns to One Fit Fighter, for no additional consideration, all of Client’s rights, including copyrights, in all works prepared by Client under the Agreement. Client agrees to promptly sign and deliver any documents  and take any actions that One Fit Fighter reasonably requests to establish and perfect the rights  assigned to One Fit Fighter under this provision. 
    • One Fit Fighter hereby grants Client a license to use certain Intellectual Property Rights in the  Owned Intellectual Property, as defined in the Agreement, free of additional charge and on a non-exclusive, worldwide, non-transferable, non-sublicensable, royalty-free, and perpetual basis to the extent necessary to enable Client to make reasonable use of the Owned Intellectual Property and the Services.  

16.  Laws. 
    Client hereby warrants and represents that it will comply with any and all Laws with respect to  the purchase, use, and operation of any and all Services. For purposes hereof, “Laws” means any national, federal, state, municipal, local (or other political subdivision) or administrative laws,  constitutions, statutes, codes, ordinances, rules, regulations, requirements, standards, policies or guidance having the force of law, treaties, judgments or orders of any kind or nature whatsoever,  including, without limitation, any judgment or principle of common law. 
17.  Interpretation of the Agreement.  
    • None of One Fit Fighter’s or Client’s members, shareholders, directors, officers, partners,  managers, employees, agents or representatives have any authority to orally modify or alter in  any way the terms and conditions of the Agreement. The terms, conditions, and limitations set  forth in the Agreement can be modified, altered, or added to only by a subsequent written  instrument signed by an authorized representative of One Fit Fighter and Client or by language  included on the Scope of Services. Regardless of how many times Client purchases, or has  purchased, services from One Fit Fighter by whatever means, each time Client accepts the  Agreement, Client and One Fit Fighter enter into a separate agreement that will be interpreted  without reference to any other agreement between Client and One Fit Fighter, or what Client may claim to be a course of dealing or course of performance that has arisen between Client and  One Fit Fighter. No inconsistent usage of trade or industry custom, if any, prior to,  contemporaneous with or subsequent to the making of the Agreement will waive, vary, serve to  explain or serve to interpret any of the terms, conditions and limitations of the Agreement.  
    • The Agreement is the sole and exclusive agreement with respect to the matters discussed herein  and the provision of Services hereunder, (except for any contemporaneous writing agreed to in  writing both by One Fit Fighter and Client expressly modifying the terms and conditions hereof,  which is hereby incorporated herein by reference and made a part hereof) and supersedes all  prior and contemporaneous agreements and understandings, negotiations, inducements,  representations or conditions, whether oral or written, whether express or implied, with respect to  such matters. 
    • Failure by One Fit Fighter to enforce any of the terms, conditions and limitations of the  Agreement will not constitute a waiver of those terms, conditions and limitations or a waiver of  any other terms, conditions or limitations of the Agreement, and the failure of One Fit Fighter to  exercise any right (whether provided by the Agreement, law, equity, or otherwise) arising from  Client’s default under the Agreement will not constitute a waiver of that right or any other rights. 
18.  Confidentiality.
    
    • From time to time during the Term of the Agreement, either One Fit Fighter or Client (as the  “Disclosing Party”) may disclose or make available to the other party (as the “Receiving Party”),  non-public, proprietary, and confidential information of Disclosing Party that, if disclosed in  writing or other tangible form is clearly labeled as “confidential,” or if disclosed orally, is  identified as confidential when disclosed and within 5 days thereafter, is summarized in writing  and confirmed as confidential, specifically including the Owned Intellectual Property  (“Confidential Information”); provided, however, that Confidential Information does not include  any information that: (i) is or becomes generally available to the public other than as a result of  Receiving Party’s breach of this Section; (ii) is or becomes available to the Receiving Party on a  non-confidential basis from a third-party source, provided that such third party is not and was not  prohibited from disclosing such Confidential Information; (iii) was in Receiving Party’s  possession prior to Disclosing Party’s disclosure hereunder; or (iv) was or is independently  developed by Receiving Party without using any Confidential Information. 
    • In taking possession of or otherwise acquiring Confidential Information in the manner described  above, the Receiving Party shall: (i) protect and safeguard the confidentiality of the Disclosing  Party’s Confidential Information with at least the same degree of care as the Receiving Party  would use to protect its own Confidential Information, but in no event with less than a  commercially reasonable degree of care; (ii) not use the Disclosing Party’s Confidential  Information, or permit it to be accessed or used, for any purpose other than to exercise its rights  or perform its obligations under the Agreement; and (iii) not disclose any such Confidential  Information to any person or entity, except to the Receiving Party’s Group who need to know the  Confidential Information to assist the Receiving Party, or act on its behalf, to exercise its rights  or perform its obligations under the Agreement. 
    • If the Receiving Party is required by applicable law or legal process to disclose any Confidential  Information, it shall, prior to making such disclosure, use commercially reasonable efforts to  notify Disclosing Party of such requirements to afford Disclosing Party the opportunity to seek,  at Disclosing Party’s sole cost and expense, a protective order or other remedy. For purposes of  this Section, Receiving Party shall mean the Receiving Party’s affiliates, employees, officers,  directors, shareholders, partners, members, managers, agents, independent contractors,  sublicensees, subcontractors, attorneys, accountants, and financial advisors. 

19. Force Majeure.  

    • One Fit Fighter shall not be liable or responsible to Client, nor be deemed to have defaulted or  breached the Agreement, for any failure or delay in fulfilling or performing any term of the Agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of One Fit Fighter including, without limitation,  acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities  (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national  emergency, revolution, insurrection, epidemic, lock-outs, strikes or other labor disputes (whether  or not relating to either party’s workforce), severe personal illness, or restraints or delays  affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, or  telecommunication breakdown or power outage (each the “Force Majeure Event”). 
    • If any Force Majeure Event prevents One Fit Fighter from performance of any of its obligations  under the Agreement, One Fit Fighter will have the right to (i) change, terminate or cancel the  Agreement, or (ii) omit during the period of the Force Majeure Event all or any portion of the  quantity of the Services due to be performed during that period. If One Fit Fighter is unable to  supply the total demands for any Services to be performed under the Agreement due to a Force  Majeure Event, One Fit Fighter will have the right to allocate its available Services among its  customers in whatever manner One Fit Fighter deems to be fair and equitable. In no event will  One Fit Fighter be obligated to purchase services or materials from other than its regular sources  of supply in order to enable it to supply Services to Client under the Agreement. No change,  cancellation or proration by One Fit Fighter will be deemed to be a breach of any clause,  provision, term, condition, or covenant of the Agreement. 

20. Electronic Consent.  
    Client acknowledges that Client’s electronic submissions constitute Client’s agreement and  intent to be bound by the Agreement. Pursuant to any applicable statutes, regulations, rules,  ordinances or other laws, including, without limitation, the Electronic Signatures in Global and  National Commerce Act, P.L. 106-229 (“E-Sign Act"), the Pennsylvania Electronic Transactions  Act, or other similar statutes, CLIENT HEREBY AGREES TO THE USE OF ELECTRONIC  SIGNATURES, CONTRACTS, APPLICATIONS AND OTHER RECORDS AND  ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED WITH One Fit Fighter. Further,  Client hereby waives any rights or requirements under any statutes, regulations, rules, ordinances or other laws in any jurisdiction which require an original signature or delivery or retention of  non-electronic records, or to payments or the granting of credits by other than electronic means.  Client may obtain a copy of the Agreement and these Terms and Conditions of Service by  printing them now at no additional cost to Client or by contacting One Fit Fighter.

21.  Travel. 
     Client is responsible for all expenses incurred in traveling and otherwise carrying out the terms  of the Agreement.

22. Non-Solicitation. 
    Client expressly agrees not to, directly or indirectly, hire or induce, solicit or encourage any  employee, agent, independent contractor or consultant of One Fit Fighter to terminate or alter  his, her or its relationship with One Fit Fighter and/or to become employed by or associated  with, whether as a consultant, partner, employee, shareholder, joint venturer, investor or  otherwise, the Client or any other person or entity.

23.  Non-Disparagement.  
    One Fit Fighter and Client agree that neither shall engage in any conduct or communications,  public or private, designed to disparage, discredit, or malign the other party.

24.  Choice of Law.  
    The Agreement and all related documents and all matters arising out of or relating to the Agreement, whether sounding in contract, tort, or statute are governed by, and construed in  accordance with, the laws of the Commonwealth of Pennsylvania, United States of America  (including its statutes of limitations), without giving effect to the conflict of laws provisions  thereof to the extent such principles or rules would require or permit the application of the laws  of any jurisdiction other than those of the Commonwealth of Pennsylvania.

25.  Mediation. 
    One Fit Fighter and Client will attempt to resolve any dispute in connection with the Agreement on an amicable basis through prompt, good faith discussions and non-binding mediation.

26.  Arbitration. 
    Any dispute that cannot be resolved by One Fit Fighter and Client will be determined by final and  binding arbitration within 50 miles of Pittsburgh, Pennsylvania, before a sole arbitrator who will  award attorneys’ fees and other costs to the substantially prevailing party. The arbitration award  will be in writing and will specify the factual and legal bases for the award. Judgment on the award  may be entered in any court having jurisdiction. Notwithstanding anything in the Agreement to  the contrary, if either One Fit Fighter or Client initiates arbitration before mediation, that party  will be responsible for the other party’s attorneys’ fees and costs of arbitration.

27.  Choice of Forum.  
    In the case that mediation and arbitration prove insufficient for resolving a dispute, One Fit Fighter and Client irrevocably and unconditionally agree that neither party will commence  any action, litigation, or proceeding of any kind whatsoever against the other party in any way  arising from or relating to the Agreement, and all contemplated transactions, including, but not  limited to, contract, equity, tort, fraud, and statutory claims, in any forum other than the US  District Court for the Western District of Pennsylvania or, if such court does not have subject  matter jurisdiction, the courts of the Commonwealth of Pennsylvania sitting in Allegheny  County, and any appellate court from any thereof. Each party irrevocably and unconditionally  submits to the exclusive jurisdiction of such courts and agrees to bring any such action,  litigation, or proceeding only in the US District Court for the Western District of Pennsylvania  or, if such court does not have subject matter jurisdiction, the courts of the Commonwealth of  Pennsylvania sitting in Allegheny County. Each Party agrees that a final judgment in any such  action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit  on the judgment or in any other manner provided by law.

28.  WAIVER OF JURY TRIAL.  
    EACH PARTY ACKNOWLEDGES THAT ANY CONTROVERSY THAT MAY ARISE  UNDER THE AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT  ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN  RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THE AGREEMENT, OR THE TRANSACTIONS CONTEMPLATED HEREBY.

29. Counterparts.  
    The Agreement may be executed in counterparts, each of which is deemed an original, but all of  which together are deemed to be one and the same agreement. A signed copy of the Agreement  delivered by electronic delivery is deemed to have the same legal effect as delivery of an original  signed copy of the Agreement.

30. Severability.  
    If any term or provision of the Agreement is found by a court of competent jurisdiction to be  invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of the Agreement or invalidate or  render unenforceable such term or provision in f. Upon a determination that any term or  provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify  the Agreement to affect the original intent of the Parties as closely as possible in order that the  transactions contemplated hereby be consummated as originally contemplated to the greatest  extent possible.

31. Binding Authority.  
    Any director, officer, employee, representative, or agent of Client signing or otherwise entering  into the Agreement hereby represents and warrants that he or she is duly authorized to execute  and enter into the Agreement on behalf of Client.
    

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