Terms & Conditions
HOLD HARMLESS AGREEMENT
This HOLD HARMLESS AGREEMENT (this “Agreement”)is made by and between Good Vibrations Luxury Chair Massage (hereinafter, ”GOOD VIBRATIONS”) of 2352 S Titanium Pl, Meridian ID 83642 and Client of Good Vibrations Luxury Chair Massage(hereinafter, “CLIENT”).
Whereas, CLIENT desires to use GOOD VIBRATIONS’ property (Luxury Massage Chairs) located at 2352 S Titanium Pl, Meridian ID 83642, and
Whereas, in exchange for making the Property available to CLIENT for such purposes ,CLIENT desires to hold harmless GOOD VIBRATIONS from any claims and/or litigation arising out of CLIENT’s use of the Property.
Now Therefore, in consideration of the mutual covenants and conditions contained herein, GOOD VIBRATIONS and CLIENT hereby agree as follows:
1. Hold Harmless. CLIENT shall fully defend, indemnify, and hold harmless GOOD VIBRATIONS from any and all claims, lawsuits, demands, causes of action, liability, loss, damage and/or injury of any kind whatsoever (including without limitation all claims for monetary loss, property damage, equitable relief, personal injury and/or wrongful death), whether brought by an individual or other entity, or imposed by a court of law by administrative action of any federal, state ,or local governmental body or agency, arising out of, in any way whatsoever ,any acts, omissions, negligence, or willful misconduct on the part of CLIENT, its officers, owners, personnel, employees, agents, contractors, invitees or volunteers. This indemnification applies to and includes, without limitations ,the payment of all penalties, fines, judgements, awards, decrees, attorney’s fees, and related costs or expenses, and any reimbursements to GOOD VIBRATIONS for all legal fees, expenses, and costs incurred by it.
2. Authority to Enter Agreement. Each Party warrants that the individuals who approve this agreement have the actual legal power, right ,and authority to make this Agreement and bind each respective Party.
3. Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
4. Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver ,benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual right by custom, estoppel, or otherwise.
5. Attorneys’ Fees and Costs. If any legal action or other proceeding is brought in connection with the Agreement, the successful or prevailing Party, if any, shall be entitled to recover reasonable attorney’s fees and other related costs, in addition to any other relief to which that Party is entitled. In the event that it is the subject of dispute, the court of trier of fact who presides over such legal action or proceeding is empowered to determine which Party ,if any, is the prevailing party in accordance with this provision.
6. Entire Agreement. This Agreement contains the entire agreement between the Parties related to the matters specified herein, and supersedes any prior oral or written statements or agreements between the Parties related to such matters.
7. Enforceability, Severability, and Reformation. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed to be written, construed ,and enforced as so limited. The intent of the Parties is to provide a broad indemnification as possible under Idaho law. In the event that any aspect of this Agreement is deemed unenforceable ,the court is empowered to modify this Agreement to give the broadest possible interpretation permitted under Idaho law.
8. Applicable Law. This Agreement shall be governed exclusively by the laws of Idaho, without regard to conflict of law provisions.
9. Exclusive Venue and Jurisdiction. Any lawsuit or legal proceeding arising out of or relating to this Agreement in any way whatsoever shall be exclusively brought and litigated in the federal and state courts of Idaho. Each Party expressly consents and submits to this exclusive jurisdiction and exclusive venue. Each Party expressly waives the right to challenge the jurisdiction and/or venue as improper or inconvenient. Each Party consents to the dismissal of any lawsuit that they bring in any other jurisdiction or venue.