Terms of Sale

This Terms of Sale Agreement (the “Agreement”) is a legal agreement between you (either an individual or a single entity) and Technogym USA Corp., a USA corporation located at Technogym USA, 700 Rt 46 East Suite 200, Fairfield, NJ 07004 (“Technogym,” “we” or “us” or “our”), and sets forth the terms and conditions under which Technogym is willing to sell to you (“you” or “your”) via certain of Technogym’s website, including without limitation www.technogym.com (the “Sites”) fitness equipment and related products, multimedia products, and/or services such as personal training services. PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE PURCHASING ANY TECHNOGYM PRODUCT(S) AND/OR SERVICE(S). BY PURCHASING OR ORDERING A PRODUCT OR SERVICE, YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, PLEASE DO NOT COMPLETE YOUR ORDER.

This Agreement together with the Terms of Use for the Sites (http://www.technogym.com/us/terms-of-use/) and the Technogym Privacy Policy (http://www.technogym.com/us/privacy-policy/), represents the entire agreement between you and Technogym, and it supersedes any prior proposal, representation, or understanding between the parties specifically regarding the subject matter hereof.

PRODUCTS AND SERVICES

Products. Technogym offers for sale cardiovascular and other fitness equipment for both individual and Professional Use (defined below), including without limitation products in the Home Wellness, Still Novo and used lines of products; multimedia content including without limitation remote personal training services; and in-person and/or in-home personal training services (collectively, the “Products”).

Product Descriptions. Technogym attempts to be as accurate as possible in describing the Products. However, Technogym does not warrant that Product descriptions or other content of the Sites is accurate, complete, reliable, current, or error-free. If you purchase a Product from Technogym and find that it is not as described on the Sites, your sole remedy is to return it in unused condition as provided below.

USE OF THE SITES TO PURCHASE PRODUCTS

Your use of the Sites to purchase Products is at Technogym’s discretion and Technogym may terminate or suspend your access to and use of the Sites at any time.   In order to purchase some Products, you may be required to first set up an account with Technogym.  For more information about setting up an account, see below.

By using the Sites and/or submitting a “Purchase Order” to Technogym you warrant and represent that you are a person of full age and have the legal capacity and/or are legally authorized to enter into a sales agreement for yourself and any entity for whom you are submitting a Purchase Order.  You also represent and warrant that you have read, understand and agree to these Terms of Sale (including the applicable Terms of Use and Privacy Policy) and that all the information you provide with the Purchase Order or submit when you create an account with Technogym is true, accurate, current and complete. You further agree that your placement of an electronic Purchase Order on the Sites is sufficient to satisfy any applicable Statue of Frauds, and no further writing is required.

You understand and agree that Technogym shall have the right to bar your access to and use of the Sites for any reason, including if it has reasonable grounds to believe that you have provided false, inaccurate, out of date, or incomplete information in connection with your account or a Purchase Order. Similarly, Technogym may bar your access if you have created an account on the Sites and fail to properly log-in by providing the applicable log-in, password, or answering applicable challenge questions.

SETTING UP AN ACCOUNT

In order to purchase some Products (for example, training services and downloadable content), you will need to set up a Technogym account.  This will require you to use a device which can access a mobile or fixed network (i.e. tablet, smart-phone, pc or Technogym® equipment connected to the internet, etc.) compatible with the platform used to deliver the Products.  When you set up an account you will be asked to provide certain information, create a password and pick various security challenge questions.  You will be required to use these when you access your account. Management and use of your account will be subject to the terms and conditions of use and the Privacy Policy of the applicable Sites and platform.

Unless otherwise agreed, your personal data shall be used exclusively to supply you with the Products you purchase.

You are responsible for maintaining the security of your own log-in and account information.  You are responsible for all activity that takes place under your account.

PURCHASE

You may purchase Products through the Sites by submitting a Purchase Order to Technogym and paying the applicable purchase price for the Products as set forth below.

To purchase Products from the Sites, select the relevant Products, place them directly in the shopping cart, click the “Proceed with Purchase” or similar button, and provide your purchase information and payment details when prompted.  If you have previously created an account with Technogym and have logged-in to your account, some of your purchase information will be automatically filled-in for you.  When you have completed the required payment information, you will have an opportunity to review and correct or confirm your purchase, at which point you will have the option to proceed with your purchase and pay the purchase price by clicking the “Purchase Now” button or cancelling your purchase by clicking the “Cancel” button.  When you select the Purchase Now option your “Purchase Order” will be submitted to Technogym.  Technogym will acknowledge your Purchase Order by sending you an email “Acknowledgement” to the email address you provided with your purchase information.  The Acknowledgment simply confirms receipt of your Purchase Order, it does not constitute acceptance of the order or create a sales agreement between you and Technogym.  The sales agreement is executed once Technogym accepts your Purchase Order by sending an "Order Confirmation" message to your designated email address. The Order Confirmation will include a summary of your order and other information regarding your purchase including, if applicable, information specific to your purchase  regarding Technogym’s cancellation and return policy, warranty and after-sales service. Technogym's Customer Service Department will then contact you to schedule the delivery and installation date and review any technical requirements applicable to your purchase.

If the Products you purchased include services or multimedia or other content to be delivered electronically (via mobile or fixed network), your Order Confirmation will include information about how and when (and as applicable the duration of your use) you may download and access the content and any technical requirements that you must satisfy to do so.  You are solely responsible for confirming that the networks or devices used to download, access and use the content meet the listed technical requirements and are compatible with Sites and the services and/or content.

PRICES; PAYMENT

Prices.  Unless otherwise noted, all monetary amounts listed are in US Dollars. The price(s) displayed for Products on the Sites represents the full retail price listed on the Product itself. They do not include delivery, installation or tax each of which is calculated separately and added to the total price when you place your order.

Adjustments.  Despite our best efforts, the prices for a small number of the items available for purchase via the Sites may be mispriced. If we discover a mispricing, we will do one of the following:

If an item’s correct price is lower than our stated price, we will charge the lower amount and ship you the item.

If an item’s correct price is higher than our stated price, we will contact you for instructions before shipping at which time you may cancel or confirm your order.  If you elect to cancel, we will send you a cancellation confirmation via email.

Shipping and Handling. The prices displayed on the Sites do not include the cost of packing, transportation, or shipping.  These are calculated prior to completing your purchase and quoted in a separate line called “Shipping.

Taxes.  The prices do not include sales, use and excise taxes, tariffs, customs, duties and other governmental charges.  If due at the time of sale, these will be calculated on a case-by-case basis prior to completing your purchase and quoted in a separate line called “Taxes”.

You are responsible for paying the total purchase price including shipping costs, installation (as applicable) and all applicable taxes. .

Method of Payment.  You may pay for the Products by bank credit transfer, wire transfer, credit card or other electronic methods approved by Technogym.  If requested at the time of purchase and approved by Technogym, you may also pay for the Products by check.

Terms of Payment. You must pay the full purchase price when you place your order.  No orders will be processed or shipped until payment is received in full.  If you dispute or decline your payment we reserve the right to immediately cancel your order.

CANCELLATION

You may cancel an order before it has shipped as provided below.  You may not cancel an order that has shipped.

Standard (non-customized) Orders: To cancel an order, you must first contact a Technogym Representative at 800-804-0952; M-F 9:00 AM – 5:00 PM Eastern Time.  You may request to cancel any order (except for customized, special order, and clearance Products and downloadable content) for a full refund within three days after the date of the Order Confirmation. In addition, you may choose to cancel a non-customized order if we are unable to deliver it to you within thirty (30) days after the date of your Order Confirmation (see below for details).

Customized, special orders, and clearance Products: You may not cancel any customized orders, orders for clearance products or special orders or a purchase of multimedia content after it has been downloaded.

DELIVERY

Shipment.  We will contact you to arrange shipment dates.  Technogym will devote good faith efforts to deliver the Products by the agreed delivery date. However, shipment dates are approximate and they are NOT guaranteed and such dates are not the essence of any order. You waive all claims for damages due to delay in delivery of the Products which is beyond the control of Technogym. Technogym shall have the right to deliver Products in one or multiple shipments.  All shipping is FCA place of shipment (Incoterms 2010).  Should shipment be held beyond the scheduled date at your request, Technogym may charge Customer for all expenses incident to such delay, include but not limited to storage of the Products.

Delivery.  Technogym shall use good faith efforts to deliver the Products to the designated location specified by you at the time of purchase.    Title to Products passes from Technogym to you upon shipment from Technogym’s facility (or, if applicable, the third party manufacturer's facility) or, if earlier, upon delivery by the Technogym to you.

Delivery Date.  Technogym will use commercially reasonable means to avoid, and to give you sufficient notice of, any delay in delivery of the Products; however, failure to deliver the Products by a specified date will not be sufficient cause for cancellation, nor will Technogym be liable for any direct, indirect, consequential or economic loss or damage due to delay in delivery, whatever the cause.  Where delivery of the Products is to be made in separate shipments, delay in delivering certain Products shall not entitle you to refuse to accept the remaining Products.  Technogym reserves the right to make shipments when Products are available.

Delay.  If delivery will be delayed beyond the estimated delivery date, Technogym will notify you with an updated delivery date.  At your option, you may cancel your order for a full refund or direct Technogym to proceed with delivery according to the adjusted delivery date by sending confirmation to Technogym at the address or toll-free telephone number listed in Technogym’s notice.  If you do not respond within five (5) days after the date of such notice, Technogym will deliver the Products by the updated delivery date, except in cases of force majeure.

Force Majeure.  Without limiting any provision in the previous section, you agree that Technogym shall not be liable or be deemed to be in breach of this Agreement for any failure to perform, or delay in performing, any of Technogym's obligations in relation to the Products if the delay or failure was due to any cause beyond Technogym's reasonable control.  Causes beyond Technogym's reasonable control shall include, but not be limited to, acts of God, flood, explosion, natural catastrophe, storms, fire or accident; war or threat of war, blockade, sabotage, insurrection, terrorism, riot or civil disturbance; acts, restrictions, regulations, laws, prohibitions or measures of any kind on the part of any governmental, international, federal, state or local authority; import or export regulations or embargoes; strikes or other industrial actions or trade disputes (whether involving employees of Technogym or a third party); problems in obtaining raw materials, labor, transportation, fuel, parts or machinery; and power failure or breakdown in machinery, including computer or other equipment failure.  In the event of any such default or delay, the date for performance shall be extended for a period equal to the period during which such aforesaid cause, circumstance or contingency remains in effect.

ACCEPTANCE; RETURNS

Returns.  You may return Products (except for customized, special order, clearance Products, and downloadable content for which all sales are final) for refund (less re-stocking fees, if applicable) within fifteen (15) days after delivery, but only if you have previously arranged for the return by contacting Technogym and obtaining a “Return Authorization Number” or “RMA”. To obtain an RMA contact a Technogym Representative to at 800-804-0952; M-F 9:00 AM – 5:00 PM Eastern Time.  You are responsible for paying all shipping, handling and insurance charges to return the Products, except for warranty returns and non-conforming Products (see below)..  Except for warranty returns and non-conforming Products, you will be required to pay Technogym a re-stocking fee equal to twenty-five percent (25%) of the total purchase price (including shipping and taxes) for all returned Products. The re-stocking fee will be deducted from the price paid (including sales tax) with the remainder refunded in the manner used to pay for your order within fourteen (14) days after we have received and inspected the returned Product.

Acceptance; Nonconforming Orders.  You must notify Technogym in writing within fifteen (15) days of the date Products are delivered (if shipped) or physically received (if you pick them up) if you believe that any Product does not conform to the terms of the order or are damaged or defective. Technogym may elect to cure any defect identified by you as provided below. Upon completion of Technogym’s cure or the expiration of the fifteen (15) day period, you will be deemed to have accepted the Products as meeting the requirements of your order.  You expressly waive any right to revoke such acceptance for any reason, whether known or unknown at the time of acceptance. Under no circumstance are you entitled to revoke an acceptance of any Product after the fifteen (15) day period and failure to timely report defects will void any right to return any Product for credit or replacement. Any alleged defect or nonconformance which may become apparent in the Products after acceptance shall be subject to the Limited Warranty.

Product Returns.  Products are not returnable for any reason without an RMA. You are responsible for returning the Products to Technogym within 14-days after you have been issued and RMA.  All returns are at your own expense and risk of loss or damage to the Products.  All returns are subject to the following:

    • You must return the Product undamaged and in its original condition;
    • You must return all original manuals, paper work, parts and accessories with the returned Product.
    • Except for damaged or non-conforming Products, original delivery costs are not refundable and you are responsible for all shipping costs, insurance for returns and any damage and loss suffered by the returned Products until the time they are delivered to Technogym.

Once the returned Product is delivered to Technogym, we will inspect it for damage. If the Product is returned in its original condition, new, not used (with the exception of limited use necessary to verify the characteristics and functioning of the Product) together with the labels and original documentation and packaging we will refund your payment as above less any diminished value of the Product due to your handling of it (including damage in transit or during your use of the Product prior to return).  .

Unauthorized Returns.  Technogym will not provide a refund or credit for any Product returned without a valid and current RMA.  You assume all shipping and handling charges for any unauthorized return.

INTELLECTUAL PROPERTY

Intellectual Property.  All patent, copyright, trade mark, or other intellectual property rights in the Products are and shall remain vested in Technogym and nothing in this Agreement shall be construed as granting to you a license to such intellectual property rights or any right of manufacture of the Products, except as otherwise expressly provided below.

Proprietary Notices.  You shall not remove or obscure any patent, trademark, copyright or other proprietary notices incorporated on or in the Technogym Products.

LIMITED WARRANTY

Limited Multimedia Warranty.  Technogym warrants that the media on which multimedia content is delivered will be free from defects in materials and workmanship (or, if the multimedia content is delivered as a downloadable file or through other digital delivery methods, that the file(s) containing the media is complete and uncorrupted) for a period of one (1) year after the date such media is shipped. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD MULTIMEDIA CONTENT THROUGH THE USE OF THE SITES, INCLUDING WITHOUT LIMITATION REMOTE PERSONAL TRAINING SERVICES, AT YOUR OWN DISCRETION AND RISK. TECHNOGYM DOES NOT WARRANT THAT THE SITES OR THE MULTIMEDIA CONTENT WILL BE ERROR-FREE, THAT ACCESS THERETO WILL BE UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT DATA WILL NOT BE LOST OR THAT THE SITES OR THE SERVER THAT MAKES SUCH CONTENT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  IN SUCH EVENT, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

Disclaimer of Services Warranty.  TECHNOGYM MAKES NO WARRANTIES OF ANY KIND REGARDING ANY TECHNOGYM SERVICES AND HEREBY DISCLAIMS ANY AND ALL SUCH WARRANTIES, EXPRESS OR IMPLIED.  YOUR USE OF TECHNOGYM SERVICES, INCLUDING WITHOUT LIMITATION PERSONAL TRAINING SERVICES, PURCHASED ON OR VIA THE SITES IS SOLELY AT YOUR OWN RISK. NOTHING STATED OR POSTED ON THE SITES, AVAILABLE THROUGH ANY SERVICES, OR STATED DURING THE PROVISION OF PERSONAL TRAINING SERVICES IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICINE OR THE PROVISION OF MEDICAL CARE. THE INFORMATION PROVIDED ON THE SITES AND IN ANY OTHER COMMUNICATIONS FROM OR PROVIDED THROUGH TECHNOGYM IS NOT INTENDED AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT.

Limited Equipment Warranty.  Technogym warrants to you (the original purchaser) of Products in the Home Wellness and Still Novo lines of Products, as well as used but not refurbished Products, that the Product will be free from manufacturing defects in workmanship and materials for a period of one year for Professional Use (as applied to the Still Novo line of Products alone) and two years for Non-Commercial Use from the date of delivery F.O.B. Technogym Pennsylvania (the “Warranty Period”).  Professional or commercial use or application includes all intensive usage within facilities open to the public, whether free or paid, including without limitation gyms, school or university fitness facilities, wellness centers, or community fitness facilities (“Professional Use”). Professional Use does not include use within accommodation facilities, such as hotel and/or company employee fitness centers. Non-commercial use or application includes personal, individual use in your home or in other facilities not open to the public (“Non-Commercial Use”).  If the Product fails within the Warranty Period due to manufacturing defects in workmanship or materials, Technogym will, upon its confirmation of such defects, at its sole option and as your sole and exclusive remedy, replace any defective part(s), repair the Product, and/or replace the defective Product.  You must contact the Technogym customer service department and provide a description of the defective part(s) and/or Product, along with the original purchase documentation as validation of warranty coverage.  Should Technogym, at its sole discretion, choose to replace the Product, Technogym will issue you an RMA and you must return the defective Product to Technogym with all shipping charges prepaid within fourteen (14) days.  All shipping charges associated with returning the defective Product to Technogym shall be the sole responsibility of the purchaser. This warranty is extended and is valid only to you, the original purchaser, and is not transferable or applicable to any other person(s).

Extended Equipment Warranty Service Program.  Technogym offers an Extended Equipment Warranty Service Program.  For more information, please contact Technogym for terms and prices.

Home Wellness Products. TECHNOGYM HOME WELLNESS PRODUCTS ARE INTENDED EXCLUSIVELY FOR NON-COMMERCIAL USE. THIS LIMITED WARRANTY DOES NOT COVER OR APPLY TO PROFESSIONAL USES OR APPLICATION(S) OF ANY HOME WELLNESS PRODUCT. Any Professional Use of any Home Wellness Product, to be determined at Technogym’s sole discretion, shall immediately and irrevocably render this limited warranty invalid.

Exclusions. THIS LIMITED WARRANTY DOES NOT COVER OR APPLY TO: (a) any damage to the Product due to misuse, mishandling or abuse; (b) Products not used in accordance with Technogym’s instructions or recommendations; (c) normal wear and tear (including without limitation cables, padding, rubber, and plastic components); (d) Products that were damaged in transit to the purchaser; (e) any Products that have been customized (including, without limitation, by painting); (f) operation in a manner contrary to documentation provided to you with the Product; or (g) any products (including, without limitation, any accessory parts, components, supplies or other products that may be included as part of or otherwise packaged with the products) manufactured by any third party.  This limited warranty is non-transferrable. None of Technogym’s agents or distributors are authorized to provide any further guarantees or warranties other than those expressly provided for in this limited warranty.

THIS WARRANTY IS MADE EXPRESSLY IN LIEU OF ALL OTHER WARRANTIES.  NEITHER TECHNOGYM NOR ANY OF ITS AFFILIATES MAKES ANY OTHER WARRANTIES WHATSOEVER, AND TECHNOGYM HEREBY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, AND WHETHER WRITTEN OR ORAL, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE. 

Warranty Service. If the Product you purchased fails to perform as warranted and you notify Technogym of the failure within the applicable warranty period and otherwise comply with all of the requirements herein including those set out in “How to Obtain Warranty Service”, Technogym or its authorized reseller will replace any defective part(s), repair the Product and/or replace the Product. If Technogym elects to replace such Products, Technogym shall have a reasonable time to make such replacement.  If the Product is such that inspection my only take place at your location, you agree to provide Technogym or its authorized reseller with access to the Product and reasonable assistance in inspecting it so that Technogym may confirm whether the Product is covered by the limited warranty.  Failure to provide access will cancel the warranty.

How to Obtain Warranty Service. To obtain Warranty Service, you must promptly notify Technogym (technicalsupport@technogym.com) upon discovery that the Product(s) failed to perform as warranted, with a detailed explanation of the problem, and provide proof of the date and time of purchase. Should Technogym, at its sole discretion, decide to replace the Product(s), you must notify Technogym of the intended shipment date to allow Technogym to arrange for shipment should Technogym so desire, and return the Product(s) to Technogym as directed by Technogym.

Limitations on Warranty Service. Technogym will not provide Warranty Service if you have not paid the full the price for the Product, violated any provisions of this Agreement or if Technogym examines the Product and determines that the reported problems do not actually exist, are not defects, or were caused by accident, misuse, abuse, mishandling, neglect, alteration, negligence, unauthorized repair or alteration by anyone other than Technogym, unsuitable physical or operating environment, improper installation or maintenance, removal or alteration of any Product or parts identification label, or any failure caused by a product for which Technogym is not responsible. In that event, Technogym will return the Product to you at your expense.  Any replacement or repair shall fulfill all of Technogym’s responsibility to you under any legal theory, including, but not limited to, contract, tort, indemnity, statutory provision or otherwise.

Exclusive Remedy: except where prohibited by law, LIABILITY OF TECHNOGYM FOR AN ALLEGED DEFECTIVE PRODUCT SHALL BE LIMITED TO REPLACEMENT OF PARTS FOR THE PRODUCT AND/OR THE PRODUCT, AND AT TECHNOGYM’S SOLE OPTION.  THE FOREGOING CONSTITUTES BUYER'S SOLE AND EXCLUSIVE REMEDY, IN LIEU OF ALL OTHER REMEDIES, FOR TECHNOGYM FURNISHING DEFECTIVE OR NONCONFORMING PRODUCTS, MATERIALS, PARTS OR SERVICE.

LIMITATION OF LIABILITY

Assumption of Risk:  You understand that the use of Technogym products and any strenuous, challenging and or aggressive activities involves risk of injury.  You assume all such risk, including risk of property damage, bodily injury or death, and all other damage or potential damage, whether known or unknown.  By using Technogym Products You waive and release Technogym and its officers, employees, agents, and affiliates from all damage, injury, death, loss, or other liability that You may suffer or incur as a result of Your use of the Products.

Limitation of Liability: except where prohibited by law, TECHNOGYM’S TOTAL LIABILITY TO THE BUYER OR ANY OTHER THIRD-PARTY FOR ALL TYPES OF LOSSES OR DAMAGE, WHETHER ON ACCOUNT OF NEGLIGENCE, STRICT LIABILITY IN TORT, BREACH OF CONTRACT, BREACH OF WARRANTY OR OTHERWISE, AT LAW OR IN EQUITY, SHALL IN NO EVENT EXCEED THE TOTAL CONTRACT PRICE FOR ANY PRODUCTS WITH RESPECT TO WHICH LOSSES OR DAMAGE OCCUR AND SHALL NOT EXCEED THE PRICE YOU PAID FOR THE TECHNOGYM HOME WELLNESS PRODUCT(S) YOU PURCHASED. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL TECHNOGYM BY LIABLE TO YOU OR TO ANY THIRD PARTY FOR DAMAGES OR INJURY TO PERSON OR PROPERTY, INCLUDING DEATH OR INJURY, RESULTING IN WHOLE OR IN PART FROM FAILURE OR ERRONEOUS INSTALLATION OF THE PRODUCT OR USE OF THE PRODUCT IN A MANNER OTHER THAN AS SET FORTH IN THE PRODUCT DOCUMENTATION.   NEITHER SHALL TECHNOGYM BE LIABLE FOR INJURY OR DEATH RESULTING FROM THE USE OF THE PRODUCT IN VIOLATION OF THE PRODUCT SAFETY GUIDELINES DESCRIBED IN THE DOCUMENTATION ACCOMPANYING THE PRODUCT, INCLUDING ANY ARISING FROM USE OF THE PRODUCT BY ANY PERSON WHO IS NOT, AT THE TIME OF USE, IN PHYSICAL CONDITION ADEQUATE TO PERFORM VIGOROUS EXERCISE.

No Consequential Damages. IN NO EVENT, INCLUDING LATE DELIVERY OR FAILURE TO DELIVER, SHALL TECHNOGYM BE LIABLE TO ANYONE FOR SPECIAL, COLLATERAL, INDIRECT, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING FROM ANY BREACH OF ANY OF THE PROVISIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PROVISIONS REGARDING WARRANTIES, GUARANTEES, INDEMNITIES, AND PATENT INFRINGEMENT (SUCH EXCLUDED DAMAGES TO INCLUDE BUT NOT BE LIMITED TO, COSTS OF REMOVAL AND REINSTALLATION OF PRODUCTS OR ITEMS, LOSS OF GOODWILL, LOSS OF USE, PERSONAL INJURY, OR ANY FAILURE TO MEET ANY DUTY, INCLUDING ANY DUTY OF REASONABLE CARE OR OF WORKMANLIKE EFFORT).  THESE LIMITATIONS AND EXCLUSIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ANY ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND SHALL APPLY EVEN IF TECHNOGYM OR ANY SUPPLIER OR AGENT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE), STRICT OR PRODUCT LIABILITY, MISREPRESENTATION OR OTHER REASON.  THIS PROVISION WILL SURVIVE THE TERMINATION OF THIS CONTRACT BY THE PROVISIONS CONTAINED THEREIN OR THROUGH THE OPERATION OF LAW.

Some states do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

PRIVACY

If you have purchased multimedia content or created an account with Technogym you may have been required to provide Technogym with certain personally identifiable information.  In addition, some of the exercise equipment you purchased may collect, store and transmit performance information about your use of the equipment, which allows to Technogym to: (a) provide technical support, updates and remote diagnostics for the equipment; (b) simplify the personalization process; (c) estimate data usage; and (d) collect and provide performance metrics to measure your progress using the equipment over time and for other purposes as described in the Technogym Privacy Policy. This information does not allow the direct connection to the user of the equipment but is tied to the purchaser and may be disabled at your option by contacting Technogym at 800-804-0952.  By submitting a Purchase Order, you agree to the terms of the Technogym Privacy Policy.

DISPUTE RESOLUTION

Except for an action seeking injunctive relief related to this Agreement, or entry and enforcement of any judgment on any arbitration award, you agree to resolve any dispute by binding arbitration by an arbitrator pursuant to the Expedited Procedures of the American Arbitration Association (if you are a U.S. party) or under the rules of conciliation and arbitration of the International Chamber of Commerce (if you are not a U.S. party).  The arbitration shall be held in New York, New York, USA or such other location as mutually agreed.  The award rendered by arbitration shall be final, binding and a non-appealable judgment and the award may be entered in any court having jurisdiction thereof for purposes of judicial enforcement.  The prevailing party shall be entitled to all reasonable attorneys’ fees and costs incurred with respect to the arbitration and any appeal thereof.  Special, consequential or punitive damages shall not be awarded by the arbitrator. YOU AGREE NOT TO BRING OR PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR COLLECTIVE ARBITRATION, EVEN IF THE APPLICABLE RULES ALLOW FOR SUCH.

MISCELLANEOUS

Governing Law; Jurisdiction; Venue.  This Agreement will be governed by and construed in accordance with the laws of the State of New York without regard to its rules on choice of law.  Subject to the Dispute Resolution clause above, you consent to the exclusive personal jurisdiction of the courts of the State of New York and to venue in any state or federal court situated in New York County, New York.

Assignment. You shall not assign any of you rights, obligations or privileges hereunder without the prior written consent of Technogym.

Construction and Headings.  The captions and headings used in this Agreement are inserted for convenience only and do not form part of this Agreement or affect the meaning or interpretation of this Agreement.

Severability; Scope.  If any provision of this Agreement is held to be illegal, invalid, or unenforceable, such provision shall be eliminated solely to the extent that it is illegal, invalid, or unenforceable without invalidating the remainder of such provision or the remaining provisions of this Agreement.

GSB:7590455.4