Terms of Use

Last updated: November 8, 2024

Welcome to ClassPass! These Terms of Use ("Terms") are a contract between you and ClassPass International Holdings LLC ("ClassPass" or "we") and govern your access to and use of any ClassPass or any applicable third party website, mobile application (such as for iPhone or Android) or content (individually or collectively, the "Site") or any fitness, recreational, wellness, or other offerings, experiences, activities, events, services, recordings, and/or products made available through ClassPass or applicable third parties or their platforms (collectively, "Offerings"). Please read these Terms carefully before accessing and/or using the Site and/or Offerings.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH CLASSPASS RELEASEES ON AN INDIVIDUAL BASIS. PLEASE SEE SECTIONS 18 AND 19(I) FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND CLASSPASS RELEASEES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION. YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

1. Terms of Use

a) Acceptance of Terms. By accessing and/or using the Site and/or Offerings, either through ClassPass, your employer, or another third party; clicking any button to indicate your consent; or otherwise indicating your consent to these Terms, you accept and agree to be bound by these Terms and all terms, conditions, and limitations associated with them that are posted on the Site and the ClassPass Privacy Policy, just as if you had agreed to these Terms in writing. If you do not agree to these Terms, do not use the Site or any Offerings.

b) Amendment of Terms. ClassPass may amend the Terms from time to time. Unless we provide a delayed effective date, all amendments will be effective upon posting of such updated Terms. Your continued access to or use of the Site or Offerings after such posting constitutes your consent to be bound by the Terms, as amended. However, in the event that amendments to the Terms include material changes, such as amendments that may disadvantage consumers, ClassPass shall provide to consumers prior notice and the effective date of the amendments.

c) Additional Terms. In addition to these Terms, certain plans, offers, products, services, elements or features may also be subject to additional terms, conditions, guidelines or rules which may be posted, communicated or modified by us or applicable third parties at any time. Your use of any such plan, offer, product, service, element or feature is subject to those additional terms and conditions, which are hereby incorporated by reference into the Terms, provided that in the event of any conflict between such additional terms and the Terms, the Terms shall control. The ClassPass Privacy Policy is hereby incorporated by reference.

2. ClassPass Platform

a) ClassPass Platform. The ClassPass platform enables consumers to reserve, schedule, purchase, access and attend a wide range of Offerings offered and operated by fitness studios, gyms, trainers, venues or other third parties (collectively, "Venues"). ClassPass itself is not a gymnasium, place of amusement or recreation, health club, facility, fitness studio or similar establishment and does not own, operate or control any of the Offerings that are offered at or through such facilities.

b) Membership Options. There are a number of ways to participate in Offerings such as various subscription plans, promotional plans, digital Offerings, and non-subscription purchases. These options consist of different Offerings, services and features and may be subject to additional and differing conditions, prices, policies and limitations. We reserve the right to modify, terminate or otherwise amend our offered options and plans at any time in our discretion. From time to time we may permit non-subscribers to access certain Offerings, content or features for a cost or at no cost. ClassPass makes no commitment on the quantity, availability, type or frequency at which such Offerings, content and features will be available to non-subscribers and may modify, discontinue, remove or suspend access at any time and for any reason in our sole discretion.

c) Subscription Plans. To enjoy full access to the Site and Offerings, you need to sign up for a subscription. A subscription starts on the date that you sign up for a subscription and submit payment via a valid Payment Method (defined below) or reactivate a pre-existing subscription. Unless we communicate a different time period to you at the time of sign up or otherwise (such as a multi-month commitment plan): each billing cycle is one month in length (a "Subscription Cycle"), your ClassPass subscription automatically renews each month, and we will automatically bill the monthly subscription fee to your Payment Method each month, until your subscription is cancelled or terminated. For example, if you purchase your ClassPass subscription on April 5, your subscription will automatically renew on May 5th (as further explained below). You must provide us with a current, valid, accepted method of payment to which any applicable fees will be charged ("Payment Method"). We may update the accepted methods from time to time. If you add a subscription to your base subscription or if you upgrade or downgrade to a different subscription, all such subscriptions will be governed by these Terms and will continue indefinitely until cancelled or terminated.

d) Credits, Credit Rollover, and Credit Expiration. Depending on the Trial or subscription plan you choose, you will be allotted credits that you may use to book reservations for Offerings in each Trial or Subscription Cycle. You can choose how you use and allocate your credits across the various Offerings available to you. These credits can only be used for the limited purpose of booking eligible Offerings through the Site. Credits have no cash value or any other value outside of the Site, are not transferable or refundable, and are not redeemable for cash. Even on the Site, Credits do not have a cash value or set value. They do not operate or serve as stored value facilities in any way. You may not sell, transfer, trade, gift, or otherwise exchange ClassPass credits.Credits for any reservations you make will be automatically deducted from the number of credits you have remaining in your account. Credits are deducted from your account in the cycle in which the Offering takes place, not the cycle in which you reserved the Offering. You can see in your ClassPass account how many credits and days you have left for your current Trial or Subscription Cycle. When your cycle automatically renews, you’ll automatically receive your new allotment of Credits. Credits expire at the end of each Trial and Subscription Cycle, meaning that any credits you don’t use during the applicable Trial or Subscription Cycle will not roll over into future months, unless expressly provided in the credit rollover policy or we expressly communicate otherwise in writing. Credits that do not roll over expire. You can find more information about the current rollover policies here. If your subscription is cancelled or terminated your unused credits will expire immediately except as stated in our rollover policy or otherwise in writing. There will be no refund or payment for any unused amount.

If you have any questions about how to use your credits, please contact us and we can help you.

Note that separate and independent from credits, you can buy a gift certificate. Gift certificates and credits are not the same thing. Our gift certificates are called "gift cards". Unlike credits, gift cards never expire. Gift cards are discussed further in Section 4(b) below.

e) Offering Availability and Allocation. The exact number and type of Offerings you can attend during any Subscription Cycle will depend on the number of credits needed to book the particular Offerings you select. The number of credits needed to book a particular Offering will vary and is determined based on a variety of factors, including but not limited to Venue requirements, time of day, equipment, facilities, the number of times you’ve visited a Venue in the cycle, location, pricing, popularity and other characteristics. For example, an Offering offered at a peak time is likely to require more credits to book than the same Offering offered in the middle of the afternoon. Or, an Offering that uses equipment is likely to require more credits to book than an Offering without the use of any equipment. Furthermore, a Venue may require more credits for a certain Offering under certain circumstances, such as when the Venue makes only a small number of spots available to ClassPass or after multiple visits in a cycle. Note that credits needed to book Offerings also vary from city to city. Accordingly, if ClassPass permits you to reserve Offerings in a city that differs from your home location, your credits may enable you to reserve more or fewer Offerings when you are traveling from your home location. As such, the number of credits you need to reserve a particular Offering or service may change at any time or vary day to day depending on the factors described here. ClassPass also reserves the right to change the number of credits you receive, including per cycle, plan, geography or otherwise; the number of reservations you can make; and/or the number of Offerings you can miss or cancel.ClassPass does not guarantee the availability of particular Venues, locations, Offerings, services, experiences, content, inventory, spots or other features, and availability may change over time and at any time (including during the course of any given Subscription Cycle), nor does ClassPass make guarantees regarding reservations or reservation processing time. Inventory may be more limited in certain locations and during Trials or promotions. The type, quantity, credits, allocation and availability of Venues, Offerings, and other inventory offered, are determined by ClassPass in its sole discretion. ClassPass takes certain steps to release, promote and otherwise make available spots and inventory at varying times and in an ongoing and evolving way. User experience, such as content, inventory, credits, and reservations may differ from user to user and by user at any time based on a variety of factors such as individual usage of the platform and participation in Offerings. For example, certain reservation patterns such as frequent cancels might result in additional processing time of certain future reservations or restricted inventory access.

f) Non-Subscription Purchases. ClassPass may permit you to purchase certain products or Offerings through the Site, in addition to your subscription or without having a subscription. You acknowledge and agree that these Terms apply to any such purchase you make, and you will be responsible to pay the applicable fees, which may change at any time.

g) Co-Memberships. From time-to-time ClassPass may permit you to sign up for a co-membership that provides you with a membership to ClassPass as well as a membership to a third-party Venue, such as a gym ("Venue Membership"). If you sign up for a co-membership, you will be subject to these Terms as well as additional terms applicable to the co-membership and the Venue Membership. You understand and agree that ClassPass does not own, operate or control the Venue Membership and is not responsible for the Venue Membership, which is provided entirely by the applicable Venue.

h) ClassPass Account. Your ClassPass account is personal to you and you agree not to create more than one account. You cannot transfer or gift Offerings or credits to third parties or allow third parties to use your ClassPass account, including other ClassPass users unless ClassPass explicitly communicates otherwise in a specific case. You must not use or exploit the Site and/or Offerings for commercial purposes. We continually update and test various aspects of the ClassPass platform. We reserve the right to, and by using the Site and/or Offerings you agree that we may, include you in or exclude you from these tests without notice. You understand and agree that ClassPass may take actions we deem reasonably necessary to prevent fraud and abuse.You agree that the information you provide to ClassPass at sign up and at all other times will be true, accurate, current, and complete and that you will keep this information accurate and up-to-date at all times. When you sign up, you will be asked to create a password. You are solely responsible for all activity that occurs under your account, including any activity by unauthorized users. To use the Site you must have access to the Internet and may be required to download a ClassPass mobile application to use some or all of ClassPass features. You are solely responsible for providing your own access (e.g., computer, mobile device, Internet connection, etc.) to the Site and Offerings.

i) Eligibility. The availability of all or part of our Site and/or Offerings may be limited based on geographic, age, or other criteria as we may establish from time to time. You understand and agree we may disallow you from subscribing to ClassPass or may terminate your subscription at any time based on these criteria. For example, you must be 18 years of age or older to use the Site and/or Offerings and/or purchase a ClassPass subscription. You further understand that the Site and/or Offerings may not be available in every geography.

PLEASE ENSURE YOU ARE VIEWING THE TERMS OF USE FOR THE COUNTRY IN WHICH YOU ARE LOCATED. THE COUNTRIES IN WHICH CLASSPASS OPERATES AND THE TERMS APPLICABLE TO EACH COUNTRY CAN BE FOUND HERE.

THESE TERMS ARE ONLY APPLICABLE TO USERS IN JAPAN. THE SITE IS NOT AVAILABLE TO ANY USERS SUSPENDED OR REMOVED FROM THE SITE BY CLASSPASS. BY USING THE SITE, YOU REPRESENT THAT YOU ARE A RESIDENT OF JAPAN, ARE AT LEAST 18 YEARS OLD AND HAVE NOT BEEN PREVIOUSLY SUSPENDED OR REMOVED. THOSE WHO CHOOSE TO ACCESS THE SITE DO SO AT THEIR OWN INITIATIVE AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL LOCAL RULES INCLUDING, WITHOUT LIMITATION, RULES ABOUT THE INTERNET, DATA, EMAIL OR OTHER ELECTRONIC MESSAGES, OR PRIVACY.

j) Communications. By providing your information or creating an account, you agree that ClassPass may contact you by email, direct mail, telephone or text messages at any of the addresses or phone numbers, as applicable, provided by you or on your behalf in connection with a ClassPass account, including for marketing purposes. You may opt-out of marketing emails via the provided unsubscribe link or otherwise opt-out by contacting us at any time.

k) Subscribing Organizations. If you have express permission from ClassPass to open or use an account on behalf of a company, entity, or organization (a "Subscribing Organization"), then you represent and warrant that you are an authorized representative of such organization with the authority to bind such it to these Terms; and agree to be bound by these Terms on its behalf.

l) Your responsibility for yourself and others. Unless ClassPass specifically communicates otherwise for a particular Offering, you are not permitted to make reservations on behalf of anyone but yourself or invite or bring anyone to your reservation. You are responsible and liable for your own acts and omissions and anyone for whom you make a reservation or bring to a reservation (including if the guest arrives separately). For example, this means: (i) you are responsible for leaving all facilities you visit in the condition they were in when you arrived and paying for any damage you or your guests cause, and (ii) you must act with integrity, treat others with respect, and comply with all applicable laws at all times. If ClassPass authorizes you to book for a guest who is a minor or bring a minor to a reservation, you must be legally authorized to act on behalf of the minor, and you are solely responsible for supervising the minor.

m) Reimbursement. ClassPass makes no representations or guarantees that any purchase you make through ClassPass will be reimbursable through your insurance or otherwise and has no obligation to facilitate any such reimbursement. You are solely responsible for ensuring that you and your purchases or uses qualify for any applicable reimbursements.

3. Fees, Billing, Cancellation

a) Recurring Billing. By initiating a ClassPass subscription, you authorize us to charge you for your initial subscription period and a recurring monthly subscription fee at the then current rate, which may change from time to time. You acknowledge that the amount billed each month may vary for reasons that may include differing amounts due to promotional offers and/or changing or adding a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed monthly in one or more charges. You also authorize us to charge you any other fees you may incur in connection with your use of the Site, such as any applicable sign-up fee, taxes and cancellation or late fees, as further explained below. Note that even if you do not use the subscription or access the Site and/or Offerings, you will be responsible for subscription fees until you cancel your subscription, or it is otherwise terminated.

b) Subscription Cycle. When you sign up and purchase your ClassPass subscription, your first Subscription Cycle will be billed immediately. Unless we expressly communicate otherwise, for example, with multi-month commitment plans, your subscription will automatically renew each month and you will be billed on the same date each month. We reserve the right to change the timing of our billing (and if we do, we’ll make adjustments to the amounts we charge, as appropriate). In the event your paid subscription began on a day not contained in a given month, we may bill your Payment Method on a day in the applicable month or such other day as we deem appropriate. For example, if you started your ClassPass membership or became a paying member on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. Your renewal date may change due to changes in your subscription.

c) Refunds. Generally, our fees (including the monthly fee for your membership and any other fees) are nonrefundable unless we specifically communicate otherwise at the time of purchase. However, we will provide a refund to subscribers for their current prepaid subscription period only in the following circumstances: (i) if you are cancelling your subscription and request a refund within 5 days of the date of your first payment for your subscription or (ii) if your subscription is cancelled prior to the end of a period for which you have incurred a charge, due to your relocation, disability or death; provided, however, in each case we reserve the right to charge a fee to cover the cost of any Offering or other services or products you may have used or received prior to your cancellation and to ask for proof of such changed condition, to the extent permitted by law. WE DO NOT PROVIDE REFUNDS OR MAKE GOODS FOR ANY PRIOR MONTHS INCLUDING FOR UNUSED CREDITS OR OFFERINGS.

d) Price Changes. We reserve the right to adjust pricing at any time. Unless we expressly communicate otherwise, any price changes to your subscription will take effect on your next billing cycle upon notice communicated through a posting on the ClassPass website or mobile application or such other means as we may deem appropriate from time to time, such as email. If you do not cancel your subscription, you will be deemed to have accepted these new fees.

e) Payment Methods. You may edit your Payment Method information by logging onto our website or mobile application and editing it in your account settings. If a payment is not successfully settled due to expiration, insufficient funds or otherwise, you nonetheless will remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method or any other payment method you have provided, as it may be updated, including in the event you attempt to create a new account, reactivate the unsettled account or sign up for a new account. This may result in a change to your payment billing dates. If we cannot charge your account, we reserve the right, but are not obligated, to terminate your access to our Site or any portion thereof.

f) Cancellation of Subscription. Unless we communicate otherwise, you may terminate your subscription at any time before your subscription renews by going into your account settings on the ClassPass website and letting us know you would like to cancel. Unless we communicate otherwise, and except for during a Trial, following any cancellation you will continue to have access to your subscription through the end of your current prepaid Subscription Cycle, unless you cancel and receive a refund in which case your access will be terminated immediately. Note that if you do terminate your subscription, we reserve the right to charge a reactivation fee if you want to return to ClassPass in future months or to restrict your access in future months. If you cancel your subscription or it is terminated for any reason, you will lose access to all Offerings, content, credits or features available through the subscription.

g) Other Fees. If you do not cancel an Offering with appropriate notice or do not attend your scheduled Offering, you will either be charged a fee or the credits you used to book the Offering will not be returned to your account. Click here for our current cancellation and missed Offering rules. We reserve the right to change the policy regarding when we charge fees, to introduce additional fees (such as a sign-up fee) and to change the amount of any such fees at any time.

h) Reservation and Cancellation of Offerings. As a ClassPass user, you must reserve and cancel your Offerings only through the Site. Click here for our current cancellation and missed Offering rules. It is a breach of these Terms if you reserve or cancel directly with a Venue, including through any online or mobile account you have with a Venue, independent of ClassPass. If you reserve or cancel directly with such Venue, we reserve the right to charge you the full amount that the Venue charges for such Offering and/or any applicable cancellation fees, and/or to suspend or terminate your subscription.

i) Fees Charged by Venues. In addition to fees we charge, Venues may also charge equipment or other amenity fees that you will be responsible for directly. For example, some Venues might charge extra to rent a yoga mat or cycling shoes. Further, ClassPass only gives you access to the Offering for which you signed up on the Site (and at the specified time and location). The Venue may have additional fees for use of additional Offerings or spaces.

j) Third Party Fees for Using ClassPass. You are also responsible for all third-party charges and fees associated with connecting to and using the Site and/or Offerings, including fees such as internet service provider fees, telephone and computer equipment charges, sales tax and any other fees necessary to access the Site and/or Offerings.

4. Promotions

a) Trials. From time to time we may offer a trial membership that includes access to the ClassPass platform during the trial period. The Offerings, content and features available during your Trial may differ from those available during subsequent Subscription Cycles. Trials will have the duration and price communicated at the time you sign up. Unless otherwise communicated, a trial begins at the moment of sign up (even if you choose not to take your first Offering until a later date) and ends at 11:59pm local time (based on your location when you signed up for ClassPass) on the last day of the trial (for a one-week trial, this would be the same weekday of following week). If you cancel your Trial, your cancellation will be processed and your Trial period will end immediately, your credits will expire, and your upcoming reservations will be cancelled, unless we communicate otherwise. Each trial membership automatically will convert to a regular monthly subscription and price unless canceled by 11:59 pm local time (based on your location when you signed up for ClassPass) on the last day of trial. Unless we communicate otherwise in writing, customers that cancel and do not convert to a regular subscription may not attend Offerings taking place after the end of the trial membership period (even if booking occurred before the end of the applicable trial period). Trials, discount offers, and promotions (collectively "Trials") may be redeemed as described in the specifics of the promotion and may be subject to additional or different terms. Unless we expressly communicate otherwise, Trials cannot be transferred, sold, bartered, combined with other offers ,or redeemed for cash, and they are void where prohibited. You understand and agree that unless we expressly communicate otherwise, Trials are available only to new users that have never had a ClassPass account before and there is only one Trial permitted per credit card or payment method and it is a violation of these Terms to sign up for a Trial if you have signed up for an account or trial in the past or to have more than one account or trial. ClassPass reserves the right, in its absolute discretion, to determine your eligibility for a Trial. If in our discretion we believe you are not eligible for a Trial, we reserve the right to prevent you from signing up for a Trial or to terminate your promotional subscription. If we terminate your Trials because you have violated these Terms, you understand that you will not be eligible for a refund.

b) Gift Cards. From time to time we may make available gift cards for ClassPass membership. The current terms that apply to gift cards can be found here. Other than gifting a gift card as described in the gift card terms, you may not gift Offerings or credits to third parties, and your use of ClassPass is personal to you. If you purchase credits with a gift card, the terms and conditions of your subscription will apply to those credits, including any limitations on how long those Credits may be valid under your monthly subscription.

c) Refer a Friend. From time to time we may make available certain incentives for ClassPass users to refer a friend to use ClassPass. The current terms that apply to referrals can be found here.

d) Other Promotions. ClassPass may offer additional types of offers and promotions which will be subject to additional terms and conditions that ClassPass may provide.

5. Termination or Modification by ClassPass.

You understand and agree that, at any time and without prior notice and without the need to obtain a court order or judgment ClassPass may (1) terminate, cancel, deactivate, disable, delete and/or suspend your subscription, your account, any orders placed, or your access to or use of the Site, your membership and/or Offerings (or any portion thereof, including but not limited to your access to any or all Venues, credits or Offerings or services) and/or (2) discontinue, disable, suspend, modify or alter any aspect, feature or policy of the Site , including of your subscription. This includes the right to terminate or modify any subscription prior to the end of any pre-paid or committed period. Upon any termination or otherwise, we may immediately deactivate your account and all related information and/or bar any further access to your account information and the Site. If you are subscriber, then upon any such termination by us without cause, as your sole recourse, we will issue you a pro rata refund of the prepaid portion of your subscription applicable to future unused services (less any fees or costs for Offerings or services already used). If we determine that you have violated these Terms or otherwise engaged in illegal or improper use of your membership, Offerings and/or the Site, you will not be entitled to any refund and you agree that we will not be responsible to pay any such refund. You acknowledge that your only right with respect to any dissatisfaction with any modification or discontinuation of service made by us is to cancel or terminate your subscription. If ClassPass deletes your account for these reasons, you may not re-register for or use the Site and/or Offerings under any other user name, email, payment method or profile. ClassPass may block your access to the Site to prevent re-registration.

6. Privacy.

Your privacy is important to ClassPass. The ClassPass Privacy Policy is hereby incorporated into these Terms by reference. Please read the privacy policy carefully for information relating to ClassPass’ collection, use, and disclosure of your personal information. When you make a reservation, the applicable Venue partner will have access to certain information about you, such as your name and email address, so it can process the applicable reservation or activity and make available Offerings and provide services to you. Please see the Privacy Policy for more information.

7. Prohibited Conduct.

Without limiting the prohibitions and restrictions found elsewhere throughout the Terms, you agree not to:

• Harass, threaten, stalk, disrupt or defraud users, members or staff of ClassPass or Venues or any other person, or otherwise create or contribute to an unsafe, harassing, threatening or disruptive environment;
• Act in a deceptive or fraudulent manner by, among other things, impersonating another person or access another user’s account or signing up for more than one account;
• Share ClassPass passwords with any third party or encourage any other user to do so;
• Permit anyone to use any Offerings or services booked under your own membership, including other members;
• Reserve or cancel any Offering directly with a Venue, rather than through the Site;
• Reproduce, modify, prepare derivative works based upon, distribute, license, lease, sell, resell, transfer, publicly display, publicly perform, transmit, stream, broadcast, use for commercial purposes or otherwise exploit any portion of the Site;
• Misrepresent the source, identity, or content of information transmitted via the Site, including deleting the copyright or other proprietary rights or notices from any portion of the Site;
• Upload material (e.g. virus) that is damaging to computer systems or data of ClassPass or users of the Site or otherwise use the Site in any manner that could damage, disable, overburden, or impair it or interfere with any other party’s use and enjoyment of the Site;
• Upload copyrighted material that is not your own or that you do not have the legal right to distribute, display, and otherwise make available to others;
• Upload or send to Site users pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
• Decompile, reverse engineer or disassemble the Site, in whole or in part, except as may be permitted by applicable law;
• Link to, mirror or frame any portion of the Site;
• Cause or launch any programs or scripts for the purpose of scraping, indexing, surveying, or otherwise data mining any portion of the Site or unduly burdening or hindering the operation and/or functionality of any aspect of the Site;
• Attempt to gain unauthorized access to or impair any aspect of the Site or its related systems or networks or interfere or attempt to interfere with the proper working of the Site or any activities conducted on the Site;
• Make unsolicited offers, advertisements, proposals, or send junk mail or "spam" to users;
• Remove, circumvent, disable, damage or otherwise interfere with security-related features of the Site, any features that prevent or restrict use or copying of any content accessible through the Site, or any features that enforce limitations on the use of the Site or the content therein;
• Obtain or attempt to obtain any materials or information through any means not intentionally made available through the Site;
• Modify the Site in any manner or form, nor to use modified versions of the Site, including (without limitation) for the purpose of obtaining unauthorized access to the Site;
• Use any robot, spider, scraper, or other automated means to access the Site for any purpose without our express written permission or bypass our robot exclusion headers or other measures we may use to prevent or restrict access to the Site;
• Use the Site for or in connection with any purpose that is unlawful or prohibited by these Terms.

ClassPass Community Guidelines apply.

8. User Submissions.

a) General. The Site provides certain features which enable you and other users to submit, post, share and search for content and information, which may include (without limitation) text, graphic and pictorial works, profile information, information about reserved or attended Offerings, friend connections or any other information submitted by you and other users or arising from your use of the Site (“User Submissions”). User Submissions also include reviews, ratings and other feedback (“Reviews”). We strongly recommend that you think carefully about what you upload to, share with or make accessible to the Site. ClassPass does not guarantee any anonymity or confidentiality with respect to any User Submissions. For information on how we use your personal information, please see our Privacy Policy.

b) Reviews. You understand and agree that Reviews may be made public without any additional notice to or consent by you and you should assume that any person (whether or not a user of ClassPass’ platform), including any Venue, may read or have access to your Reviews. ClassPass is not responsible for the use or disclosure of any information that you disclose in connection with Reviews, including any personal information. Reviews are displayed for information purposes only and reflect the opinions of the person making the submission. They are not controlled by, and may not reflect the opinion of, ClassPass. You understand that all Reviews are the sole responsibility of the person from whom such Review originated. This means that you, and not ClassPass, are entirely responsible for all Reviews that you upload, post, e-mail, transmit, or otherwise make available through the Site.

c) Right to Remove or Edit User Submissions. ClassPass makes no representations that it will publish or make available on the Site any User Submissions, and reserves the right, in its sole discretion, to refuse to allow any User Submissions on the Site, or to edit or remove any User Submission at any time with or without notice. Without limiting the generality of the preceding sentence, ClassPass complies with the Digital Millennium Copyright Act, and will remove User Submissions upon receipt of a compliant takedown notice. ClassPass may, but is not obligated to, monitor and edit or remove any activity or content, in whole or in part, including but not limited to content that ClassPass determines in its sole discretion to violate the standards of this Site. ClassPass takes no responsibility and assumes no liability for any User Submissions.

d) License Grant by You to ClassPass. You retain all your ownership rights in original aspects of your User Submissions. By submitting User Submissions to ClassPass, you hereby grant ClassPass Releasees, sublicensees, partners, and designees (collectively, the "ClassPass Licensees") a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site and ClassPass Licensees’ businesses, for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed.

e) User Submissions Representations and Warranties. By accessing and/or using our services, you hereby grant the ClassPass Licensees a worldwide, non-exclusive, fully paid-up, royalty-free, perpetual, irrevocable, sublicensable, and transferable license to use, reproduce (including by making mechanical reproductions), distribute, modify, adapt, translate, prepare derivative works of, publicly display, publish, publicly perform, and otherwise exploit your User Submissions and derivatives thereof in connection with the Site, Offerings, and ClassPass Licensees’ businesses for any purpose, including, without limitation, for marketing, promoting, and redistributing part or all of the Site (and derivative works thereof), in any media formats and through any media channels now known or hereafter discovered or developed. You acknowledge that you may have what are known as “moral rights” in your User Submissions, for example the right to be named as the creator and the right not to have work subjected to derogatory treatment. You agree to waive any such moral rights you may have in User Submissions.

f) Inaccurate or Offensive User Submissions. You understand that when using the Site, you may be exposed to User Submissions from a variety of sources and that ClassPass does not endorse and is not responsible for the accuracy, usefulness, safety, or intellectual property rights of or relating to such User Submissions. You further understand and acknowledge that you may be exposed to User Submissions that are inaccurate, offensive, indecent, or objectionable. YOU AGREE TO WAIVE, AND HEREBY DO WAIVE, ANY LEGAL OR EQUITABLE RIGHTS OR REMEDIES YOU HAVE OR MAY HAVE AGAINST CLASSPASS LICENSEES WITH RESPECT THERETO.

g) Feedback. If you provide ClassPass with any comments, bug reports, feedback, or modifications proposed or suggested by you to the Site ("Feedback"), ClassPass shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Site. You hereby grant ClassPass a perpetual, irrevocable, nonexclusive license under all rights necessary to incorporate and use your Feedback for any purpose without notice to, consent by or compensation to you or any third party.

h) Infringing or Illegal Activity. In the event of infringing or other illegal activities, we have no obligation to, but reserve the right to terminate access to the Site and remove all content submitted by any persons who are found to be infringers. Any suspected illegal activity may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies ClassPass may have at law or in equity.

i) ClassPass Ratings. You may be required to rate your Offerings and/or other ClassPass experiences that you reserve.

j) Advertising. You give us permission to use and display your User Submissions next to or in connection with ads, offers, and other messages to your ClassPass friends, without any compensation or advance notice. We may, for example, send an email to one of your ClassPass friends to encourage them to join you in a class. You can update your preferences at any time by navigating to the Privacy Settings.

9. Ownership; Proprietary Rights; Content.

a) The ClassPass website and mobile applications are owned and operated by ClassPass. The content, recordings, visual interfaces, graphics, design, compilation, information, computer code, products, software (including any downloadable software), or any music, images, video, text, services, and all other material or elements of or available through the Site provided by ClassPass ("Content") are protected by the copyright, trade dress, patent, and trademark laws of the United States and other countries, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. Except for your User Submissions, all Content contained on the Site is the copyrighted property of ClassPass or its subsidiaries or affiliated companies (collectively the “ClassPass Companies”), and/or third-party licensors. All trademarks, service marks, and trade names are proprietary to the ClassPass Companies and/or third-party licensors whether registered or unregistered and may not be used in connection with any product or service or in any manner that is likely to cause confusion as to our endorsement, affiliation or sponsorship of any person, product or service. Except as expressly authorized by ClassPass, you agree not to sell, license, distribute, copy, modify, download, record, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Content and may only access the Content for your personal, non-commercial use. In the event that Content is downloaded to your computer or mobile phone, you do not obtain any ownership interest in such Content. All rights not expressly granted in these Terms are reserved.

b) By installing, copying, or otherwise using the Site or its software, you acknowledge that you have read and understood these Terms, and agree to be bound by its terms and conditions. If you do not agree to (or cannot comply with) the terms and conditions of these Terms, do not install, copy, or use the Site or Content.

c) You agree that you will not, for any reason whatsoever, reverse engineer, decompile, disassemble, or otherwise tamper with any security components, usage rules or other protection measures applicable to the Site or Content. You agree to abide by the rules and policies established from time to time by ClassPass. Such rules and policies will be applied generally in a nondiscriminatory manner to users of the Site and software, and may include, for example, required or automated updates, modifications, and/or reinstallations of the software and obtaining available patches to address security, interoperability, and/or performance issues.

You agree not to make any use of the Content that would infringe the copyright therein.

d) The Site and any related software may enable you to obtain, listen to, view, and/or read (as the case may be) Content that may be obtained by you in digital form, and you shall do so solely for your individual, personal, noncommercial entertainment use.

e) You agree not to share your ClassPass account with anyone other than yourself nor will you allow anyone other than yourself to access or use any Content accessible on or through the Site, including but not limited to sound recordings and/or musical compositions. You agree that you will not attempt to modify any software or Content obtained through the Site for any reason whatsoever, including for the purpose of disguising or changing any indications of the ownership or source of the Content. You further understand that you are not granted any commercial, sale, resale, reproduction, distribution, or promotional use rights for the Content, or any rights for uses that require a synchronization or public performance license with respect to the underlying musical composition and any unauthorized reproduction or distribution of Content is expressly prohibited and may violate applicable law. You are not permitted to modify, edit or repurpose any Content.

f) You represent, warrant and agree that you are using the Site hereunder for your own personal, noncommercial entertainment use and not for redistribution or transfer of any kind. You agree (a) not to redistribute, broadcast, publicly perform or publicly display any Content, or otherwise transfer any Content obtained through the Site, and (b) you will comply with all applicable laws in your use of the Content.

g) You understand and agree the Content may be owned by the ClassPass Companies or by third parties. However, in all circumstances, you understand and acknowledge that your rights with respect to Content will be limited by copyright law. All owners and providers of Content expressly reserve their rights in and to such Content and you are not permitted to infringe the rights of the copyright owner(s) of the Content, including but not limited to any sound recordings or musical compositions.

h) ClassPass and/or the owners of the Content may, from time to time, remove Content from the Site without notice.

i) The owners of Content are intended beneficiaries of these Terms and shall have the right to enforce these Terms against you.

j) The Site, including all software, Content and other information, materials and products included on or otherwise made available to you through the Service are provided "as-is" and "as available" without warranties of any kind from the ClassPass Companies or any owners of Content. To the full extent permissible by applicable law, the ClassPass Companies and all owners of Content disclaim all warranties, express or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose. Neither the ClassPass Companies nor any owner of Content warrants that the Site or any software, Content, information, materials or products included on or otherwise made available to you through the Site are free of viruses or other harmful components.

k) NEITHER CLASSPASS, ITS PARENTS, SUBSIDIARIES, AND AFFILIATED ENTITIES, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, CONSULTANTS, CONTRACT EMPLOYEES, REPRESENTATIVES AND AGENTS, AND EACH OF THEIR RESPECTIVE SUCCESSORS AND ASSIGNS (COLLECTIVELY, “CLASSPASS RELEASEES”) NOR ANY OWNER OF CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING FROM THE USE OF THE SITE OR FROM SOFTWARE, CONTENT, INFORMATION, MATERIALS OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, OR FOR ANY DAMAGES IN EXCESS OF THE AMOUNT PAID FOR THE SPECIFIC ITEM OF CONTENT GIVING RISE TO THE APPLICABLE CLAIM FOR DAMAGES. However, limitations of liability under this section shall not apply if ClassPass’ liability is based on its intent or gross negligence.

10. Third-Party Sites, Products and Services; Links.

The Site may include links or access to other web sites or services ("Linked Sites") solely as a convenience to users. ClassPass does not endorse any such Linked Sites, or the information, material, products, or services contained on Linked Sites or accessible through Linked Sites. Furthermore, ClassPass makes no express or implied warranties with regard to the information, material, products, or services that are contained on or accessible through Linked Sites. ACCESS AND USE OF LINKED SITES, INCLUDING THE INFORMATION, MATERIAL, CONTENT, PRODUCTS, AND SERVICES ON LINKED SITES OR AVAILABLE THROUGH LINKED SITES, IS SOLELY AT YOUR OWN RISK.

Sometimes promotional plans are offered in conjunction with the provision of third party products and services. We are not responsible for the products and services provided by such third parties, and use of such products and services is at your own risk.

Your correspondence or business dealings with, or participation in promotions of, third parties found on or through the Site are solely between you and such third party. YOU AGREE THAT CLASSPASS RELEASEES WILL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS THE RESULT OF ANY SUCH DEALINGS OR AS THE RESULT OF THE PRESENCE OF SUCH THIRD PARTIES ON THE SITE.

11. Electronic Signatures and Agreements.

You acknowledge and agree that by clicking on the button labeled "CONFIRM PURCHASE," "SUBMIT", "DOWNLOAD", “START MEMBERSHIP”, "PLACE MY ORDER", "I ACCEPT" or such similar links as may be designated by ClassPass to accept the terms and conditions of these Terms, you are submitting a legally binding electronic signature and are entering into a legally binding contract. You acknowledge that your electronic submissions constitute your agreement and intent to be bound by these Terms. Pursuant to any applicable statutes, regulations, rules, ordinances or other laws, including without limitation the United States Electronic Signatures in Global and National Commerce Act, P.L. 106-229 (the "E-Sign Act") or other similar statutes, YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS AND OTHER RECORDS AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED THROUGH THE SITE OR SERVICES OFFERED BY CLASSPASS. Further, you hereby waive 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.

12. General Disclaimers; No Warranties.

OFFERINGS AND OTHER NON-CLASSPASS PRODUCTS AND SERVICES MADE AVAILABLE ARE PROVIDED BY THIRD PARTIES (AND THE DESCRIPTIONS OF THE FOREGOING ARE PROVIDED BY SUCH THIRD PARTIES), NOT CLASSPASS. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF THE SITE AND YOUR ATTENDANCE AT, PARTICIPATION IN, PURCHASE AND/OR USE OF THE OFFERINGS, IS SOLELY AT YOUR OWN RISK. CLASSPASS RELEASEES DO NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO THE SITE AND/OR OFFERINGS.

IN NO EVENT SHALL CLASSPASS RELEASEES BE LIABLE FOR ANY ACT, ERROR OR OMISSION BY ANY THIRD PARTY, INCLUDING, WITHOUT LIMITATION, ANY WHICH ARISES OUT OF OR IS ANY WAY CONNECTED WITH A USER’S ATTENDANCE, USE OF OR PARTICIPATION IN AN OFFERING OR PRODUCT, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY THIRD PARTY. CLASSPASS IS NOT AN AGENT OF ANY THIRD-PARTY.

ALL ASPECTS OF OR CONTENT OR FEATURES AVAILABLE THROUGH THE SITE AND/OR OFFERINGS ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, CLASSPASS RELEASEES DISCLAIM AND EXCLUDE ALL WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.

WITHOUT LIMITING THE FOREGOING, CLASSPASS DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS (I) THAT THE SITE AND/OR ANY OFFERING IS SUITABLE FOR YOU OR WILL MEET YOUR PERSONAL NEEDS, (II) REGARDING THE ADEQUACY OR SAFETY OF ANY OFFERING OR RECOMMENDATION, (III) THAT THE SITE AND/OR ANY OFFERING, OR ANY ASPECT THEREOF, WILL BE AVAILABLE OR PERMITTED IN YOUR JURISDICTION, (IV) THAT THE SITE, OR ANY ASPECT THEREOF, WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE OR THE SERVER THAT MAKES THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR (V) REGARDING THE USE OF THE SITE AND ANY DOWNLOADABLE SOFTWARE, CONTENT, SERVICES, OR APPLICATIONS MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. ANY MATERIAL, CONTENT OR DATA THAT YOU DOWNLOAD OR OTHERWISE OBTAIN THROUGH THE SITE IS AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA RESULTING FROM THE DOWNLOAD OF SUCH MATERIAL, CONTENT OR DATA.

Notwithstanding the foregoing, in the event ClassPass is liable for default or tort liability, it shall be liable in accordance with the laws of Japan and Section 15 of these Terms.

13. Specific Disclaimer of Warranty.

YOU UNDERSTAND THAT CLASSPASS IS NOT A GYMNASIUM, PLACE OF AMUSEMENT OR RECREATION, HEALTH CLUB, FACILITY, FITNESS STUDIO, WELLNESS STUDIO, FOOD OR BEVERAGE ESTABLISHMENT, MOVIE THEATER, ENTERTAINMENT VENUE, VENUE OFFERING OTHER EXPERIENCES, OR SIMILAR ESTABLISHMENT AND THE OFFERINGS ARE OPERATED AND DELIVERED BY THE APPLICABLE VENUE AND NOT BY CLASSPASS. CLASSPASS IS NOT RESPONSIBLE FOR THE QUALITY OF ANY OFFERING PROVIDED BY A VENUE OR THIRD PARTY (INCLUDING BUT NOT LIMITED TO THE FACILITY, INSTRUCTOR OR CURRICULUM). YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER THE OFFERING OR RECOMMENDATIONS AVAILABLE ON OR THROUGH THE SITE AND/OR OFFERINGS ARE RIGHT FOR YOU.

YOU UNDERSTAND THAT THERE ARE CERTAIN INHERENT RISKS AND DANGERS IN EXERCISING AND PARTICIPATING IN SERVICES AT THE TYPES OF VENUES MENTIONED ABOVE AND THAT THE OFFERINGS YOU MAY ATTEND OR PARTICIPATE IN OFFER A RANGE OF ACTIVITY AND INTENSITY LEVELS. BY USING CLASSPASS (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING AN OFFERING), YOU ACKNOWLEDGE AND AGREE, ON BEHALF OF YOURSELF, YOUR HEIRS, PERSONAL REPRESENTATIVES AND/OR ASSIGNS THAT YOU ARE AWARE OF THESE RISKS WHICH INCLUDE, BUT ARE NOT LIMITED TO, PROPERTY DAMAGE, ILLNESS, LOSS AND BODILY INJURY OR DEATH. YOU ACKNOWLEDGE THAT SOME OF THESE RISKS CANNOT BE ELIMINATED AND YOU SPECIFICALLY ASSUME THE RISK OF INJURY OR HARM.

YOU ACKNOWLEDGE AND AGREE THAT IT IS YOUR RESPONSIBILITY TO CONSULT WITH YOUR PHYSICIAN OR OTHER HEALTH CARE PROFESSIONAL PRIOR TO USING CLASSPASS (INCLUDING BUT NOT LIMITED TO ATTENDING, PARTICIPATING IN OR USING AN OFFERING) AND TO DETERMINE IF AND HOW PARTICIPATING IS APPROPRIATE FOR YOU. DO NOT USE OFFERINGS IF YOUR PHYSICIAN OR HEALTH CARE PROVIDER ADVISES AGAINST IT. IF YOU EXPERIENCE FAINTNESS, DIZZINESS, PAIN OR SHORTNESS OF BREATH AT ANY TIME WHILE EXERCISING, YOU SHOULD STOP IMMEDIATELY.

YOU ALSO UNDERSTAND AND AGREE THAT THE SITE OFFERS FITNESS AND OTHER INFORMATION THAT IS DESIGNED FOR INFORMATIONAL, EDUCATIONAL AND ENTERTAINMENT PURPOSES ONLY. NOTHING STATED OR POSTED ON OR OTHERWISE AVAILABLE THROUGH ANY ASPECT OF THE SITE AND/OR AN OFFERING IS INTENDED TO BE, AND MUST NOT BE TAKEN TO BE, THE PRACTICE OF MEDICAL, PROFESSIONAL OR COUNSELING CARE. YOU SHOULD NOT RELY ON ANY INFORMATION ON OR THROUGH THE SITE AND/OR AN OFFERING AS A SUBSTITUTE FOR, NOR DOES IT REPLACE, PROFESSIONAL MEDICAL ADVICE, DIAGNOSIS, OR TREATMENT. IF YOU HAVE ANY CONCERNS OR QUESTIONS ABOUT YOUR HEALTH OR FITNESS LEVEL, YOU SHOULD ALWAYS CONSULT A PHYSICIAN OR OTHER HEALTH-CARE PROFESSIONAL. DO NOT EVER DISREGARD, AVOID OR DELAY OBTAINING MEDICAL OR HEALTH RELATED ADVICE FROM YOUR HEALTH-CARE PROFESSIONAL BECAUSE OF SOMETHING YOU MAY HAVE READ OR HEARD ON OR THROUGH THE SITE AND/OR AN OFFERING. THE USE OF ANY OF THE CONTENT, RECOMMENDATIONS AND INFORMATION PROVIDED ON OR THROUGH CLASSPASS IS SOLELY AT YOUR OWN RISK.

THE SITE IS CONTINUALLY UNDER DEVELOPMENT AND CLASSPASS MAKES NO WARRANTY OF ANY KIND, IMPLIED OR EXPRESS, AS TO ITS ACCURACY, COMPLETENESS OR APPROPRIATENESS FOR ANY PURPOSE. IN THAT REGARD, DEVELOPMENTS IN RESEARCH MAY IMPACT THE FITNESS OR RELATED ADVICE THAT APPEARS ON OR IN CONNECTION WITH THE SITE. NO ASSURANCE CAN BE GIVEN THAT THE ADVICE OR RECOMMENDATIONS CONTAINED IN OR THROUGH THE SITE AND/OR AN OFFERING WILL ALWAYS INCLUDE THE MOST RECENT FINDINGS OR DEVELOPMENTS WITH RESPECT TO THE PARTICULAR MATERIAL OR CONTENT.

THEREFORE, EXCEPT TO THE EXTENT THAT CLASSPASS IS LIABLE FOR DEFAULT OR TORT, IN WHICH CASE CLASSPASS SHALL BE LIABLE IN ACCORDANCE WITH THE LAWS OF JAPAN AND ARTICLE 15 OF THESE TERMS, YOU RELEASE, INDEMNIFY, AND HOLD HARMLESS CLASSPASS RELEASEES FROM ANY AND ALL RESPONSIBILITY, CLAIMS, ACTIONS, SUITS, PROCEDURES, COSTS, EXPENSES, DAMAGES AND LIABILITIES ARISING OUT OF OR IN ANY WAY RELATED TO YOUR PARTICIPATION IN OR USE OF THE SITE AND/OR ATTENDANCE AT, PARTICIPATION IN, PURCHASE OF AND/OR USE OF ANY OFFERING) INCLUDING BUT NOT LIMITED TO WITH RESPECT TO BODILY INJURY, PHYSICAL HARM, LOSS, ILLNESS, DEATH OR PROPERTY DAMAGE, AND/OR SUCH PARTICIPATION OR USE BY ANYONE ON WHOSE BEHALF YOU MADE A RESERVATION OR INVITED TO OR BROUGHT TO AN OFFERING.

14. Indemnification; Hold Harmless.

You agree to indemnify and hold ClassPass Releasees, harmless from any claims, actions, suits, costs, expenses, losses, damages, liabilities, including attorneys’ fees, arising out of or in connection with your misuse of the Site, Offerings, violation of these Terms, violation of the rights of any other person or entity, issue arising out of you making a reservation for another person or inviting or bringing another person to an Offering, or any breach of your representations, warranties, and covenants set forth in these Terms. Notwithstanding the foregoing, in the event ClassPass is liable for default or tort liability, it shall be liable in accordance with the laws of Japan and Section 15 of these Terms.

15. Limitation of Liability and Damages.

CLASSPASS RELEASEES SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND PRODUCT LIABILITY), OR OTHERWISE, EVEN IF CLASSPASS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.CLASSPASS RELEASEES’ LIABILITY TO YOU IS LIMITED TO $50 USD (OR THE LOCAL EQUIVALENT THEREOF) OR THE AMOUNTS, IF ANY, PAID BY YOU TO CLASSPASS UNDER THESE TERMS IN THE THREE MONTHS IMMEDIATELY PRIOR TO THE EVENT FIRST GIVING RISE TO THE CLAIM, WHICHEVER IS MORE. However, limitations of liabilities under this Section 15 shall not be applicable if ClassPass’s liability is based on intent or gross negligence of ClassPass.

16. Venue Waivers and Terms.

Members booking Offerings are deemed to agree to the liability waivers and terms of individual Venues. Your participation in any Offering may be subject to additional policies, rules or conditions of the applicable Venue and you understand and agree that you may not be permitted to reserve or attend Offerings or services if you do not comply with these Terms or the policies of the Venues or as otherwise determined by a Venue. If you have questions about a Venue’s waiver or other terms, please see the applicable Venue’s website or contact the Venue directly.

17. Infringement Policy.

Infringement will be handled under applicable law.

18. Arbitration Agreement.

PLEASE READ THE FOLLOWING CAREFULLY:

a) Purpose. This Arbitration Agreement facilitates the prompt and efficient resolution of any disputes that may arise between you and ClassPass Releasees. Arbitration is a form of private dispute resolution in which parties to a contract agree to submit their disputes and potential disputes to a neutral third person (called an arbitrator) for a binding decision, instead of having such dispute(s) decided in a lawsuit, in court, by a judge or jury trial.Please read this Arbitration Agreement carefully. It provides that all disputes between you and ClassPass Releasees shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Entering into this Arbitration Agreement constitutes a waiver of your right to litigate claims in court and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this Arbitration Agreement and can award the same damages and relief as a court (including attorney’s fees).

The term "Dispute" means any dispute, claim, or controversy between you and ClassPass Releasees regarding any aspect of your relationship with ClassPass Releasees, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, negligence, gross negligence or reckless behavior), or any other legal or equitable theory, and includes the validity, enforceability or scope of this Arbitration Agreement (with the exception of the enforceability of the Class Action Waiver clause below). "Dispute" is to be given the broadest possible meaning that will be enforced.

WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS ARBITRATION AGREEMENT.Notwithstanding the foregoing, either you or ClassPass Releasees may elect to bring an individual action in small claims court provided, however, that if the case is subsequently removed from small claims court it will be subject to the procedures set out herein.

b) Pre-Arbitration Dispute Resolution. Before initiating any Dispute, whether in court or arbitration, you must first give ClassPass Releasees an opportunity to resolve the Dispute by mailing written notification (hereinafter, a “Pre-Arbitration Demand”) to ClassPass Releasees - Pre-Arbitration Demand, Attention: Legal Department, 651 Tank Farm Road, San Luis Obispo, CA 93401. A Pre-Arbitration Demand is valid only if it pertains to, and is on behalf of, a single individual. A Pre-Arbitration Demand brought on behalf of multiple individuals is invalid as to all. That Pre-Arbitration Demand must include (1) your name, (2) your telephone number, email address, residential address, and mailing address, if different than your residential address, (3) a written description of the Dispute, (4) a description of the specific relief you seek, including whatever amount of money is demanded and the means by which you calculated the claimed damages, and (5) your signature.

Following your Pre-Arbitration Demand, before you submit a dispute to arbitration, you must engage in good faith in an informal negotiation process, as specified in this paragraph. This informal negotiation must include an individual meet-and-confer in person, or via teleconference or videoconference, that addresses only the Dispute between you and ClassPass Releasees (the “Conference”). If you are represented by counsel, your counsel may participate in the Conference, but you will also need to individually attend and participate. ClassPass Releasees will participate in the Conference through one or more representatives, which may include our counsel. Following the informal negotiation, if ClassPass Releasees do not resolve the Dispute to your satisfaction within 60 days after it receives your written notification, you may pursue your Dispute in arbitration.

You agree that compliance with this subsection is a condition precedent to commencing arbitration, and that the arbitration administrator or arbitrator shall dismiss any arbitration filed that does not strictly comply with these informal dispute resolution procedures. Notwithstanding any other provision of this Arbitration Agreement, the party against whom an arbitration has been filed has the right to seek a judicial declaration in court regarding whether the arbitration should be dismissed for failure to comply with the informal dispute resolution process set forth in this subsection.

c) Arbitration Procedures. If the Dispute is not resolved as provided above in the Pre-Arbitration Claim Resolution section, either you or ClassPass Releasees may initiate arbitration proceedings. The Federal Arbitration Act (“FAA”), 9 U.S.C. §§ 1-16, including its procedural provisions, and not state law, governs the interpretation and enforcement of this arbitration agreement. JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration, and shall in no event be commenced as a class arbitration. All issues shall be for the arbitrator to decide, including the scope of this Arbitration Agreement.

For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. For Disputes brought as part of mass arbitration, the JAMS Mass Arbitration Procedures and Guidelines will apply. Mass arbitration is defined as 75 or more similar demands for arbitration filed against the same party or related parties by individual claimants represented by either the same law firm or law firms acting in coordination. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. In the event that this Arbitration Agreement conflicts with the applicable arbitration rules, this Arbitration Agreement shall govern. Under no circumstances will class action procedures or rules apply to the arbitration. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.

d) Arbitration Award. The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator shall make any award in writing but need not provide a statement of reasons unless requested by a party. Such award by the arbitrator will be final and binding on the parties, except for any right of appeal provided by applicable federal law, including but not limited to the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

e) Authority of the Arbitrator. Except as expressly provided herein, the arbitrator will decide the jurisdiction of the arbitrator and the rights and liabilities, if any, of you and ClassPass Releasees. Other than as expressly provided in this Arbitration Agreement and the applicable arbitration rules, the Dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator will have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under law, the arbitral forum’s rules, and the Terms. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and ClassPass Releasees.

f) Location of Arbitration. Arbitration shall take place in New York County, New York, but it may proceed by telephone if you so choose.

g) Payment of Arbitration Fees and Costs. If ClassPass is the party initiating an arbitration against you, ClassPass will pay all costs associated with the arbitration, including the entire filing fee. If you are the party initiating an arbitration against ClassPass Releasees, you will be responsible for the applicable initial filing fee. ClassPass will pay both parties’ administrative fees.

h) Settlement Offers and Offers of Judgment. At least ten (10) calendar days before the date set for an arbitration hearing with respect to a Dispute, you or we may serve a written offer of judgement on the other party to allow judgment on specified terms. If the offer is accepted, the offer with proof of acceptance shall be submitted to the arbitrator, who shall enter judgment accordingly. If the offer is not accepted prior to the arbitration hearing or within thirty (30) calendar days after it is made, whichever is first, it shall be deemed withdrawn and cannot be given as evidence in the arbitration. If an offer made by one party is not accepted by the other party, and the other party fails to obtain a more favorable award, the other party shall not recover their post-offer costs and shall pay the offering party’s costs (including all fees paid to the arbitral forum) from the time of the offer.

i) Class Action Waiver. Any Disputes arising out of or relating to your use of the Site and/or attendance at, participation in or use of Offerings, any purchase you make on or through the Site, any information you provide via the Site, and/or these Terms (including the formation, performance, or alleged breach), shall be submitted individually by you and will not be subject to any class action or representative status. The arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, representative action, consolidated action or private attorney general action). Neither you, nor any other Member of ClassPass Releasees and/or user of ClassPass Releasees’ services, can be a class representative, class member, or otherwise participate in a class, representative, consolidated or private attorney general proceeding with respect to the matters set forth in the first sentence of this paragraph. You agree that this Class Action Waiver is material and essential to the arbitration of any dispute between you and ClassPass Releasees and is non-severable from the Arbitration Agreement. If any portion of this Class Action Waiver is limited, voided, or cannot be enforced, then the Arbitration Agreement shall be null and void. You understand that by agreeing to this Class Action Waiver, you may only pursue Dispute against ClassPass Releasees in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

j) Limitation of Procedural Rights. You understand and agree that, by entering into this Arbitration Agreement, you and ClassPass Releasees are each agreeing to arbitration instead of the right to a trial before a judge or jury in a public court. In the absence of this Arbitration Agreement, you and ClassPass Releasees might otherwise have a right or opportunity to bring Disputes in a court, before a judge or jury, and/or to participate or be represented in a case filed in court by others (including class actions). By using the ClassPass Site or any Offering, product or services, or otherwise accepting these Terms, you are entering into this Arbitration Agreement, and you give up those procedural rights. Other rights that you would have if you went to court, such as the right to appeal and to certain types of discovery, may be more limited in arbitration. The right to appellate review of an arbitrator’s decision is much more limited than in court, and in general an arbitrator’s decision may not be appealed for errors of fact or law. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. YOU AND CLASSPASS RELEASEES WAIVE ALL RIGHTS TO A JURY TRIAL in any litigation between you and ClassPass Releasees over whether to vacate or enforce an arbitration award and elect instead to have the dispute be resolved by a judge serving as the finder of fact.

k) Severability. If any clause within this Arbitration Agreement, other than the Class Action Waiver clause above, is found to be illegal or unenforceable, that clause will be severed from this Arbitration Agreement, and the remainder of this Arbitration Agreement will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, then this entire Arbitration Agreement will be unenforceable and the Dispute will be decided by a court of competent jurisdiction.

l) Continuation. This Arbitration Agreement shall survive the termination of your contract with ClassPass and your use of the ClassPass Site, Offerings, and services.

19. Miscellaneous.

a) Choice of Law; Forum. These Terms shall be governed in all respects by the laws of Japan, without regard to conflict of law provisions, consistent with the Federal Arbitration Act (to the extent permitted by applicable law). If for any reason a claim proceeds in court rather than in arbitration (including any claims brought by parties outside the United States), the dispute shall be brought in the Tokyo District Court as the court of first instance.

b) Assignment. We may assign our rights and obligations under these Terms. The Terms will inure to the benefit of our successors, assigns and licensees.

c) Severability. If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions.

d) Headings. The heading references herein are for convenience purposes only, do not constitute a part of these Terms, and will not be deemed to limit or affect any of the provisions hereof.

e) Entire Agreement. These Terms and any applicable additional terms, as each may be amended as set forth herein, are the entire agreement between you and ClassPass relating to the subject matter herein.

f) Disclosures. The services are offered by ClassPass, with a registered address of 3-1-6 Motoazabu, Minato-ku, Tokyo, Japan, 106-0046 (日本語: 〒106-0046 / 東京都港区元麻布3-1-6). You may contact us here.

g) Waiver. No waiver of any of these Terms by ClassPass is binding unless authorized in writing by an executive officer of ClassPass. In the event that ClassPass waives a breach of any provision of these Terms, such waiver will not be construed as a continuing waiver of other breaches of the same nature or other provisions of these Terms and will in no manner affect the right of ClassPass to enforce the same at a later time. Further, in the event we choose to grant an exception to these Terms, any such exception is in our sole discretion and does not entitle you or anyone else to any exceptions in the future for similar circumstances.

h) Notice. Except as explicitly stated otherwise, legal notices will be served, with respect to ClassPass, on ClassPass’ national registered agent, and, with respect to you, to the email address you provide to ClassPass during the registration process. Notice will be deemed given 24 hours after the email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to the address provided during the registration process (if you provided an address). In such case, notice will be deemed given three days after the date of mailing.

i) No Class Action. You agree that you may only pursue disputes against ClassPass Releasees in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.