Provider: ARENA Innovation Corp. (referred to as “Arena” or “we” or “us” or “our”).
Customer: ____________________ (referred to as “Customer” or “you” and “your”).
Lease Program: Monthly Lease _____ Annual Lease _____
Description of Equipment (the “Equipment”):
- ARENA Platform
- Accessory Kit:
o (1) Matte-black ARENA straight bar
o (1) Squat Belt
o (1) Single-handle grip
o (2) Ankle straps
o (1) Tricep rope
o (1) Adjustable phone stand
- Up to five (5) user accounts on the Go ARENA App (the “App”).
Lease Payments: Lease payment amounts are set forth in Schedule A hereto. Lease payment amounts will be the then-current applicable lease rate (including all applicable federal, state, and local taxes, goods and service tax, fees, customs, duties, levies, and other governmental assessments), all of which shall be paid by you directly beginning on the date that you sign up for a Lease. We reserve the right to increase the lease payment amount after your Initial Lease Period.
You authorize Arena (or our third-party payment processor) to charge your payment method the Monthly Lease Payments on a recurring monthly basis.
We are not responsible for errors by third-party payment processors, and we reserve the right to correct any errors or mistakes that we or the third-party payment processor make(s) even if we have or our third-party payment processor has already requested or received payment. If we, through the third-party payment processor, do not receive payment from you, you agree to pay all amounts due upon demand.
Term: The term of this Agreement commences on the date stated above and shall continue for an initial term of 12 months (the “Initial Lease Term”). Following the Initial Lease Term, unless you terminate your Lease, change your Lease plan, or exercise your Buyout (as defined below), your Lease will automatically continue for an additional (the “Extended Lease Term” and together with the Initial Lease Term, the “Term”) and you will be required to pay the then-current Monthly Lease Payment or Annual Lease Payment, as applicable.
For example, if you originally opted for a Monthly Plan, unless you terminate your Lease, change your Lease plan, or exercise your Buyout, your Lease will automatically renew on a month-to-month basis. If you originally opted for an Annual Plan, unless you terminate your Lease, change your Lease plan, or exercise your Buyout, your Lease will automatically continue for a period of 12 months.
You may not pause or otherwise suspend your lease prior to the Initial Lease Term.
Payment Method: You agree to provide Arena with a valid payment method. In the event that your payment method is no longer valid, or if you choose to use a different payment card, you agree to provide Arena with an alternate payment card information. For the avoidance of doubt, if your payment method expires or is no longer valid or we are otherwise unable to charge any payments due under this Agreement, you are still responsible for such payments.
Buyout: The Equipment has an original price of $2,495 (plus taxes and delivery). You have the option to purchase the Equipment (a “Buyout”) at the buyout price (“Buyout Price”). The Buyout Price is calculated by looking at the value of the Equipment after depreciation and prior monthly payments, provided that you have complied with the terms and conditions of this Agreement.
Taxes: Where required by law, the total taxes associated with this transaction will be applied to the monthly payments or assessed in other ways over the term of the Agreement. Taxes will be applied to the transaction based on the applicable tax rates in effect in accordance with local rules as determined by the applicable taxing authorities. The monthly payment shown above does not include applicable taxes, which will be applied at the time of billing based on applicable tax rates at the time of the transaction.
Termination: You may terminate this Agreement by providing at least 30 days' notice prior to the end of the Initial Lease Period by contacting us at firstname.lastname@example.org (“Notice of Termination”).
Following the Initial Lease Period:
- If you elect to renew your Lease under the Monthly Plan, this Agreement will renew on a month-to-month basis (each “Subsequent Monthly Lease Period”), and you may only terminate this Agreement by providing at least 30 days before your next Subsequent Monthly Lease Period. You may only terminate by providing at least 30 days' notice prior to the end of the Subsequent Lease Period. For example, if your Initial Lease Period ends on December 31, 2023, and you renew under the Monthly Plan, the Subsequent Monthly Lease Period will automatically commence on January 1, 2024, and will continue on a month-to-month basis. If you wish to terminate this Agreement on June 1, 2023, you must provide a Notice of Termination by April 30, 2023.
- If you elect to renew your Lease under the Annual Plan, this Agreement will renew for an additional 12-month period (“Subsequent Annual Lease Period”), and you may only terminate this Agreement at the end of the Subsequent Annual Lease Period. You may only terminate by providing at least 30 days’ notice prior to the end of the Subsequent Annual Lease Period. For example, if your Initial Lease Period ends on December 31, 2023, and you renew under the Annual Plan, the Subsequent Annual Lease Period will automatically commence on January 1, 2024. If you wish to terminate this Agreement, you must provide a Notice of Termination by November 30, 2023.
Notice of Termination is effective only upon receipt by Arena (“Notice Date”) and completion of your other obligations under the terms of this Agreement. Notice by any other manner shall be ineffective and will not terminate your obligations under this Agreement. Upon providing a Notice of Termination, you are obligated to either: (i) schedule a return of the Equipment to us in good condition, subject solely to reasonable wear and tear, within 30 days of the Notice Date, in its original packaging or (ii) purchase the Equipment at the Buyout Price. In the event you require replacement packaging, Arena reserves the right to charge a fee for providing replacement packaging, which will be automatically billed to the payment method you have on file. If you elect to return the Equipment, failure to return the Equipment to us in good condition for any reason other than the sole fault of Arena will constitute an Event of Default (as defined below). Your obligations under this Agreement will continue until completion of the return to Arena’s satisfaction or purchase of the Equipment (“Termination Date”).
We may elect to terminate this Agreement and demand the return of the Equipment at any time if there is an Event of Default (as defined below). If we demand the return of the Equipment, you must schedule a return of the Equipment with us, in good condition, subject solely to reasonable wear and tear within 30 days after our demand, and, upon our receipt of the Equipment, this Agreement will terminate.
Remedies: If an Event of Default occurs, we may at any time utilize electronic means to disable the Equipment, including your access to any content and any data stored on the Equipment, as permitted by law. You understand that the Equipment may include, and we may utilize, a software application or other technological solutions to electronically disable the Equipment and locate the Equipment in the Event of Default as permitted by law. If you do not timely cure the Event of Default, the Equipment may remain disabled and (i) you must immediately schedule return of the Equipment with us in good condition, subject solely to reasonable wear and tear, (ii) you must pay any payments that have become due and remain unpaid, and any other amounts due under this Agreement. If you do not return the Equipment to us or return the Equipment with damage beyond reasonable wear and tear, we will require you to pay, in addition to any other charges due or remedies available to us under this Agreement, the Buyout Price as of the date of the Event of Default. We may require you to pay the expenses we incur for taking any of the above actions, including expenses associated with disabling the Equipment, collections, legal costs, and reasonable attorneys’ fees; and may pursue any other remedy allowed by law.
Payment Upon Default: You agree that by providing us your credit or debit card information at any time during the Term (including any Extended Lease Term), you authorize us to charge your card for all amounts owed as provided above under “Remedies” if you default under this Agreement and fail to cure the default. If you provide us with credit or debit card information and you later receive a new card on the same account (if, for example, your previous card expired or was lost), you also authorize us to use the information provided by your card issuer to update your account information in our records and to continue using the card or replacement card information.
Risk of Loss; Maintenance: Your use of the Equipment is at your risk at all times. You are responsible for maintaining the Equipment as explained in the manufacturer’s owner’s manual and any limited hardware warranty. You are not released from payment or other performance obligations because of damage to or loss or destruction of the Equipment, and unless you purchase the Equipment in accordance with this Agreement, you must return the Equipment to us in good condition no later than 30 days from providing us with a Notice of Termination.
Standards for Wear and Use: You may not alter, damage, or change the Equipment and must return it to us in good condition with only reasonable wear. The Equipment will be considered to have unreasonable wear and, therefore, will not be considered in good condition unless it is free of adhesives, paint or cosmetic markings, cracks, dent, rust, or other major damage or the Arena Platform does not power on; and any other malfunction, failure or damage caused by misuse or mistreatment of the Equipment. Unreasonable wear of the Equipment may result in a charge when you return the Equipment.
Warranties: The Equipment will be covered by our standard limited warranty for the duration of the Initial Lease Period. Please visit https://arena.fit/pages/warranty for more information.
Applicable Law: This Agreement is governed by the law of the State of Delaware.
Interpretation: Any invalid or unenforceable provision in this Agreement will not make any other provision invalid or unenforceable. This Agreement is intended to benefit and be binding on your and our heirs, administrators, successors and assigns. This Agreement is a single transaction. It does not modify any other contract you have with us.
Complete Agreement; Amendments: This Agreement constitutes the entire agreement between you and us and may not be contradicted by evidence of any prior or contemporaneous oral agreement between you and us or anyone acting on our behalf. Arena may amend, modify, suspend, or cancel the Lease at any time for any or no reason at its sole discretion and without notice, provided, however, that any Arena Lease Agreement executed prior to any amendment, modification, suspension, or cancellation will be honored.
Assignment/Sublease: We may, without obtaining your consent or giving you notice, assign or transfer this Agreement or any of our obligations or rights hereunder, including any right to payment for any sums due hereunder. You are not authorized to assign or sublease this Agreement or any interest in it, or the Equipment, without our prior written consent.
Mandatory Arbitration and Class Action Waiver: PLEASE READ THIS CAREFULLY; IT AFFECTS YOUR RIGHTS.
You and we each agree that any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof or the use of the Equipment (collectively, “Disputes”) will be resolved solely by binding, individual arbitration and not in a class, representative or consolidated action or proceeding. You and we agree that the U.S. Federal Arbitration Act governs the interpretation and enforcement of this Mandatory Arbitration and Class Action Waiver section and that you and we are each waiving the right to a trial by jury or to participate in a class action. This Mandatory Arbitration and Class Action Waiver section shall survive termination of this Agreement.
Exceptions and Opt-out. As limited exceptions to the requirement for mandatory arbitration,
(i) you may seek to resolve a Dispute in small claims court if it qualifies; and (ii) you and we each retain the right to seek injunctive or other equitable relief from a court to prevent (or enjoin) the infringement or misappropriation of our respective intellectual property rights, or to repossess the Equipment.
In addition, you may opt out of arbitration entirely and litigate any Dispute if you provide us with written notice of your desire to do so by regular mail sent to ARENA Innovation Corp., 1640 17th Street, San Francisco, CA 94107, Attn: Legal Department within 30 days following the Effective Date (as defined in Schedule A).
Initial Dispute Resolution and Notification. You agree that before initiating any Dispute or arbitration proceeding, we will attempt to negotiate an informal resolution of any dispute. To begin this process, before initiating any arbitration proceeding, you must send a Notice of Dispute (“Notice”) by certified mail to ARENA Innovation Corp., 1640 17th Street, San Francisco, CA 94107, Attn: Legal Department. In the Notice, you must describe the nature and basis of the Dispute and the relief you are seeking. If we are unable to resolve the Dispute within 45 days after our receipt of the Notice, then you or we may initiate arbitration proceedings as set out below.
Conducting Arbitration and Arbitration Rules. Any arbitration will be conducted by JAMS pursuant to its Streamlined Arbitration Rules and Procedures (the “JAMS Rules”) then in effect, except as modified by this Agreement. The JAMS Rules are available at www.jamsadr.com or by calling 1-800-352-5267. A party who wishes to start arbitration must submit a written Demand for Arbitration to JAMS and give notice to the other party as specified in the JAMS Rules. JAMS provides a form Demand for Arbitration at www.jamsadr.com. JAMS will appoint an arbitrator that is either a retired federal or state court judge, or an attorney who has been licensed to practice law in the state of New York for at least 10 years. The arbitration will be conducted by an in-person hearing, unless we both agree otherwise.
If JAMS fails or declines to conduct the arbitration for any reason, we will mutually select a different arbitration administrator. If we cannot agree, a court will appoint a different arbitration administrator.
Any arbitration hearings will take place in the county (or other municipality) where you live, unless we both agree to a different location. The parties agree that the arbitrator shall have exclusive authority to decide all issues relating to the interpretation, applicability, enforceability and scope of this arbitration agreement. During the arbitration, both you and Arena may take one deposition of the opposing party, limited to 4 hours. If we cannot agree on a time and location for a deposition, the arbitrator will resolve any scheduling disputes. Judgment on an arbitration award may be entered in any court with jurisdiction.
Arbitration Costs. Payment of all filing, administration and arbitrator fees will be governed by the JAMS Rules. If you assert a claim against us, you will be responsible for paying a $250 consumer filing fee. We will pay for all other filing, administration and arbitrator fees and expenses. If your Dispute is for less than U.S. $10,000 (including attorneys’ fees and costs) and the arbitrator, upon final disposition of the case, finds your Dispute was not frivolous, we will reimburse your initial filing fee. If we prevail in arbitration, we will pay all of our attorneys’ fees and costs and won’t seek to recover them from you. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses to the extent provided under applicable law.
Class Action Waiver. YOU AND WE AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A
PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE
PROCEEDING. Further, if the parties’ dispute is resolved through arbitration, neither JAMS nor the arbitrator may consolidate another person’s claims with your claims or otherwise preside over any form of a representative or class proceeding for any purpose. If this specific provision is found to be unenforceable, then the entirety of this Mandatory Arbitration and Class Action Waiver section shall be null and void.
Severability. With the exception of any of the provisions in the Class Action Waiver paragraph above, if an arbitrator or court of competent jurisdiction decides that any part of this Agreement is invalid or unenforceable, the other parts of this Agreement will still apply.
Waiver: The failure by you or us to exercise any right under this Agreement is not a waiver of your or our right to exercise that right or any other right in the future.
Notices: You must provide us notice by calling or writing us as instructed on your invoice. We will provide you notice through one or more of the following: in your invoice, sending correspondence to your last known billing address or to the current e-mail address you’ve provided us, by calling any telephone number you’ve provided us, including leaving a voice message, or directly on the Equipment.
NOTICE: This is a lease. You are not buying the Equipment and you may not sell the Equipment. Do not sign this Agreement before you read it or if it contains any blank spaces. You are entitled to a completed copy of this Agreement when you sign it.
[Signature Page Follows]
The undersigned acknowledges receipt of a completed copy of this Agreement to keep.
ARENA Innovation Corp.
Amount Due a Checkout: $99.00 (including all applicable federal, state, and local taxes, goods and service tax, fees, customs, duties, levies, and other governmental assessments).
Monthly Payments: Twelve (12) payments of $99.00 (including all applicable federal, state, and local taxes, goods and service tax, fees, customs, duties, levies, and other governmental assessments) (each a “Monthly Lease Payment”).
Total Amount Due at the end of the Initial Lease Period: $1,188.00, plus applicable taxes (“Total Monthly Lease Payment Amount”).
Each Monthly Lease Payment under the Monthy Lease is payable on a monthly basis beginning as of the date that your Equipment is delivered to the address provided by you (the “Effective Date”).
Amount Due a Checkout: $1,068.00 (including all applicable federal, state, and local taxes, goods, and service tax, fees, customs, duties, levies, and other governmental assessments) (“Annual Lease Payment”).
Monthly Payments: $0.