ClassPass Corporate Program Terms and Conditions

Last updated: March 11, 2024

Welcome to the ClassPass Corporate Program. When you use our products and services you’re agreeing to our terms and conditions, so please read these terms and conditions carefully as they contain important information regarding your legal rights and obligations. Certain capitalized words below are defined in Section 12 (Definitions).

The ClassPass platform enables consumers to reserve, schedule, purchase, access and attend a wide range of fitness, recreational and wellness classes offered and operated by fitness studios, gyms, trainers, venues or other third parties (the “ClassPass Platform”).

Through the ClassPass Corporate Program the Offerees you designate through your partner dashboard will receive access to the ClassPass Platform under a subsidized discounted credit structure as well as any other benefits based on the Program tier you select (the “Program”).

These terms and conditions and any order forms, statements of work, amendments and any other terms and policies that are incorporated into this Agreement by reference (including by reference to a URL) (collectively the “Agreement”) apply to any access to the Program by you and your Affiliates. By accessing or using the Program (or enabling an Affiliate to do so), you are indicating that you have read and agree to be bound by this Agreement. If you do not agree with all of the terms and conditions of this Agreement, you may not access or use the Program.

The “Effective Date” of this Agreement is the earlier of (1) the date you accept this Agreement by indicating your acceptance (including through an Order Form), (2) the date you or an Affiliate first provide ClassPass with a list of Offerees, or (3) the date you access the corporate dashboard.

The English language version of this Agreement and any notice or other document relating to this Agreement will prevail if there is a conflict between the English language version and any version in another language.

You and ClassPass agree as follows:

1. General Terms.

1.1 Agreement. This Agreement is a binding legal agreement between you and the applicable entity indicated in your Order Form (“ClassPass”, “we”, “us” or “our”). If you enter into this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the legal authority to bind that entity and its Affiliates to this Agreement, and all references to “you”, “your”, and “Partner” in this Agreement refer to that entity. You and ClassPass are also sometimes referred to in this Agreement individually as a “Party” and collectively as the “Parties”.
1.2 Data Processing. For the purposes of this Agreement, ClassPass only processes the Personal Information (as defined within the Privacy Annex) of Offerees you provide to facilitate the Program as set forth herein. To the extent that ClassPass processes Personal Information originating from the European Economic Area, or the United Kingdom, or with respect to residents of the State of California on your behalf, the terms of the Privacy Annex apply between the Parties. The purposes for which ClassPass processes Offeree Personal Information you may provide are: (1) determining the eligibility of your Offerees for participation in the Program; and (2) sending emails to Offerees to promote the Program. Personal Information does not include data that is provided directly to ClassPass by a Participant or data that is independently developed by ClassPass (whether the same as the Personal Information or otherwise). Each Party shall be individually and separately responsible for complying with the obligations that apply to our organizations under worldwide data protection and privacy laws and regulations including, if applicable, obligations that may apply as a Controller under EU Regulation 2016/679 (the General Data Protection Regulation) and the California Consumer Privacy Act 2020.
1.3 Changes to the Agreement. We may, in our sole discretion, make changes to this Agreement from time to time. Any changes we make will become effective when we post a modified version of the Agreement to https://classpass.com/corporate-wellness/program-agreement/terms (or such other URL as specified by ClassPass), as may be updated by ClassPass from time to time, and we agree the changes will not be retroactive. It is your obligation to ensure that you read, understand and agree to the latest version of the Agreement. The legend at the top of the Agreement indicates when it was last changed.

2. The Program.

2.1 Access and Service Levels. ClassPass will make the Program to which you have subscribed available to you, subject to this Agreement during the Program Term (defined below).
2.2 Changes to the Program or the ClassPass Platform. Notwithstanding Section 1.3 (Changes to the Agreement), in addition to our rights set forth in Section 6 (Term and Termination), we reserve the right to suspend the Program or any portion of the Program (1) in connection with a Force Majeure event (as described in Section 11.9 (Force Majeure)), (2) if we believe any malicious software is being used in connection with your account, or (3) during planned downtime. In addition, we reserve the right to change, suspend or discontinue any features, components or functions of the Program or the ClassPass Platform at any time. If we make any material changes to the Program, we’ll notify you by sending you an email. If you continue using the Program after any changes, it means you have accepted them. If you do not agree to any changes, you must terminate the Program. You can terminate your account by contacting a ClassPass support representative here. Notwithstanding the above, we have no obligation to update or enhance any Program or to produce or release new versions of the Program.
2.3 Third Party Offerings. Although the Program may allow you and Participants to access or use Third Party Offerings (as defined below), such Third Party Offerings are not subject to any of the warranties, service commitments or other obligations with respect to the Program or ClassPass Platform hereunder. The availability of any Third Party Offerings through the Program or ClassPass Platform does not imply ClassPass’s endorsement of or affiliation with the provider. ClassPass does not control Third Party Offerings and will have no liability to, without limitation, you or your Affiliates, or any of your employees, Participants or other End Users in connection with any Third Party Offerings. ClassPass has no obligation to monitor or maintain Third Party Offerings and may disable or restrict access to any Third Party Offerings at any time. By using or enabling any Third Party Offering, you are expressly permitting ClassPass to disclose data you have provided ClassPass or other information to the extent necessary to utilize the Third Party Offering. Your use of Third Party Offerings is at your own risk and is subject to any additional terms, conditions and policies applicable to such third party offerings (such as terms of service or privacy policies of the providers of such Third Party Offerings).
2.4 Free, Trial and Beta Services. ClassPass may in its sole discretion offer free, trial or beta portions of the Program to you or the ClassPass Platform to your Participants from time to time at no charge. Notwithstanding anything to the contrary herein: (1) any free, trial, or beta offerings are provided “as-is” with no warranties of any kind; and (2) ClassPass may discontinue any free, trial or beta services or your ability to use such services at any time, with or without notice and without any further obligations to you. ClassPass will have no liability for any harm or damages suffered by you or any third party in connection with any free, trial or beta services.

3. Partner Obligations.

You are responsible for all activity occurring under or relating to your account, including, but not limited to, your staff, employees, consultants, advisors, independent contractors, Affiliates and End Users. You will ensure that your Affiliates comply with relevant provisions of this Agreement, including any supplemental terms and acceptable use policies provided or made available by ClassPass, and any applicable local, state, national, and foreign laws, including those related to data privacy and transmission of personal data, at all times while using the ClassPass Platform or enrolled in the Program. Any reference in this Agreement to your “access” or “use” of the Program or ClassPass Platform (or similar phrase) is deemed to include access or use, as appropriate, by Affiliates or End Users, and any act or omission of an Affiliate or End User that does not comply with this Agreement will be deemed a breach of this Agreement by you. You are also responsible for ensuring that you have the appropriate rights and permissions to provide Offeree Personal Information to ClassPass for the purposes set forth herein, as applicable, in accordance with relevant laws and regulations

4. Fees.

4.1 Program Fees. The fees you pay for participation in the Program and to subsidize your Participants’ ClassPass subscriptions (together, the “Program Fees”) will be set forth in the Order Form.
4.2 Change in Program Fees. ClassPass may increase any fees specified in an Order Form, provided the increase will not become effective until the subsequent Renewal Term. ClassPass may also convert any free, trial or beta offering into a paid offering subject to a Program Fee upon notice to you.
4.3 Payment Terms. You agree to pay the Program Fees and any other applicable fees stated on an Order Form or otherwise specified in this Agreement. You are responsible for all Program Fees for the entire Program Term. All payment obligations under this Agreement are non-cancelable and all fees paid are non-refundable. Unless otherwise stated on an Order Form, fees must be paid in advance of each billing period. You will provide ClassPass with valid and updated credit card information or another form of payment acceptable to ClassPass. If you provide credit card information, you represent that you are authorized to use the card and you authorize ClassPass to charge the card for all payments hereunder. By submitting payment information, you authorize ClassPass to provide that information to third parties for purposes of facilitating payment. You agree to verify any information requested by ClassPass for purposes of acknowledging or completing any payment.
4.4 Processing Errors. If you believe a payment has been processed in error, you must provide written notice to ClassPass within 30 days after the date of payment specifying the nature of the error and the amount in dispute. If such notice is not received by ClassPass within such 30 day period, the payment will be deemed final.
4.5 Taxes. Program Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with purchases and transactions under this Agreement. If ClassPass is legally required to pay or collect any Taxes on your behalf, ClassPass will invoice you and you will pay the invoiced amount. You acknowledge and agree that we may make certain reports to tax authorities (e.g., 1099 forms) regarding transactions that we process and merchants to which we provide payment processing services are provided. For clarity, ClassPass will be solely responsible for taxes assessed on ClassPass based on its income.
4.6 Overdue Charges. Any amounts not received by the applicable due date may accrue late interest at the lesser of (1) 1.5% of the outstanding balance per month, or (2) the maximum interest permitted by applicable law, plus costs of collection. Any amount not received by ClassPass within 30 days after the applicable due date will be deemed a material default under this Agreement, and ClassPass will be entitled to either suspend the Program or terminate the Agreement in accordance with Section 6 (Term and Termination).

5. Participants.

5.1 Participant Use of ClassPass Platform. Participants’ access to and use of the ClassPass Platform are governed by the ClassPass Terms of Use available at https://classpass.com/terms (or such other URL provided by ClassPass) as may be updated from time to time in ClassPass’s sole discretion. If an individual Offeree or Participant becomes ineligible to receive access to the ClassPass Platform under the Program, they may remain a ClassPass user and continue to interact with ClassPass under the ClassPass Terms of Use, but will cease to have access to the benefits of the Program.
5.2 Participant Payments. Unless otherwise specified in an Order Form, Participants must pay ClassPass monthly fees for membership plans in accordance with the ClassPass Terms of Use. ClassPass may increase Participants’ membership fees in accordance with the ClassPass Terms of Use.

6. Term and Termination.

6.1 Term. Unless otherwise specified in an Order Form, the term of this Agreement is 12 months commencing on the Effective Date and, unless otherwise specified in an Order Form, automatically renews in successive and consecutive 12-month periods (each a “Renewal Term”) until this Agreement is properly terminated. The initial term and any Renewal Term are each a “Program Term”. Either Party may terminate this Agreement for any reason or no reason, by giving the other Party at least 30 days’ notice before the end of the relevant Program Term. If you elect to terminate this Agreement early, you will remain responsible for payment of all fees owed for the entire Program Term and will continue to be charged each month for the remainder of the current Program Term.
6.2 Termination. Either Party may terminate this Agreement due to material breach by the other Party where such breach is not cured within 14 days of receipt of written notice. ClassPass may terminate this Agreement at any time for any reason upon 30 days’ advance notice. ClassPass may terminate a Participant’s participation in the Program at any time (1) that does not meet the eligibility requirements, (2) for whom you have not made payments in accordance with this Agreement, or (3) who is in violation of this Agreement or the ClassPass Terms of Use. Upon termination or expiration of this Agreement, Participants shall no longer be eligible for any discounted rate, subsidy or benefit afforded by this Agreement; such Participants shall be permitted to finish their then-current monthly cycles, but further cycles shall be subject to ClassPass’s then-current standard membership rates.

7. Intellectual Property.

Each Party hereby grants to the other a non-exclusive, royalty-free, irrevocable right and license to use each other’s logos, trademarks and domain names, and any other intellectual property made available to each other during the Program Term and solely for use in connection with the Program. These uses include (1) ClassPass identifying your organization on your Program landing page, (2) informing Offerees about the Program, (3) communicating with Participants about the Program, and (4) for marketing and promotional purposes in connection with ClassPass’s business.

8. Confidential Information.

A Party will not disclose or use any Confidential Information of the other Party except: (1) as reasonably necessary to perform its obligations or exercise any rights granted pursuant to this Agreement; (2) with the other Party's prior written permission; or (3) to the extent required by law or order of a court or other governmental authority or regulation, provided that the receiving party gives disclosing party prompt notice of such order and complies with an appropriate protective order imposed to protect the confidentiality of the information through such disclosure. Further, the receiving party agrees to assist the disclosing party in obtaining confidential treatment for any Confidential Information required to be disclosed pursuant to any order. Each Party agrees to protect the other Party’s Confidential Information in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a commercially reasonable standard of care. Confidential Information will not include any information that: (1) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party; (2) was known to a Party prior to its disclosure by the other Party without breach of any obligation owed to the other Party; (3) was independently developed by a Party without breach of any obligation owed to the other Party; or (4) was or is received from a third party without breach of any obligation owed to the other Party. For clarity, nothing in this Agreement restricts ClassPass’s ownership or usage rights regarding information or data provided directly by Participants to ClassPass when they sign up under the ClassPass Terms of Use.

9. Limitation of Liability.

To the maximum extent permitted by law, in no event will ClassPass’s or its Affiliates’ aggregate liability, collectively, for all claims arising out of or related to this Agreement, whether in contract, tort or otherwise, exceed the fees actually paid by you during the 12 month period immediately preceding the date of the incident or $100.00 (USD), whichever is greater. All limitations of liability of any kind (including in this section and elsewhere in this Agreement) apply with respect to both ClassPass and its Affiliates. In no event will ClassPass or any of its Affiliates have any liability for any indirect, special, incidental, consequential or punitive damages, however caused, or for any lost profits, loss of use, data or opportunities, cost of data reconstruction, cost or procurement of substitute goods or services, whether in contract, tort or otherwise, arising out of, or in any way connected with the ClassPass Platform, the Program, or Third Party Offerings, including but not limited to the use or inability to use the ClassPass Platform or access the Program, any interruption, inaccuracy, error or omission, even if ClassPass, its licensors or subcontractors have been previously advised of the possibility of such loss or damages. The foregoing exclusions or limitations may not apply to the extent prohibited by applicable law.

10. Indemnification.

You agree to indemnify, defend, and hold harmless ClassPass and its Affiliates from and against any and all third party claims alleged or asserted against any of them, and all related charges, damages and expenses (including, but not limited to, reasonable attorneys' fees and costs) arising from or relating to: (1) any actual or alleged breach by you, an Affiliate or an End User of any provisions of this Agreement; (2) any access to or use of the Program by you, an Affiliate or End User; and (3) any dispute between you and another party regarding ownership of or access to the Personal Information you share with ClassPass.

11. Miscellaneous.

11.1 Publicity. ClassPass may publish a jointly approved press release announcing your participation in the Program.
11.2 Governing Law. This Agreement is governed by and will be performed and enforced in accordance with California law, without giving effect to the principles of conflicts of laws. The parties hereby submit to the exclusive jurisdiction of the state and federal courts located in San Luis Obispo, CA.
11.3 Mandatory Informal Dispute Resolution. If you have any dispute with ClassPass arising out of or relating to this Agreement, you agree to notify ClassPass in writing with a brief, written description of the dispute and your contact information, and ClassPass will have 30 days from the date of receipt within which to attempt resolve the dispute to your reasonable satisfaction. If the parties are unable to resolve the dispute through good faith negotiations over such 30 day period under this informal process, either Party may pursue resolution of the dispute in accordance with the arbitration agreement below.
11.4 Arbitration Agreement. All disputes arising out of or related to this Agreement or any aspect of the relationship between you and ClassPass, whether based in contract, tort, statute, fraud, misrepresentation or any other legal theory, that are not resolved pursuant to Section 11.2 above will be resolved through final and binding arbitration before a neutral arbitrator instead of in a court by a judge or jury, and ClassPass and you each hereby waive the right to trial by a jury. You agree that any arbitration under this Agreement will take place on an individual basis; class arbitrations and class actions are not permitted and you are agreeing to give up the ability to participate in a class action. The arbitration will be administered by the American Arbitration Association under its Commercial Arbitration Rules and Mediation Procedures (currently accessible at https://www.adr.org/sites/default/files/Commercial-Rules-Web.pdf) as amended by this Agreement. The applicable governing law will be as set forth in Section 11.2 (provided that with respect to arbitrability issues, federal arbitration law will govern). The arbitrator’s decision will follow the terms of this Agreement and will be final and binding. The arbitrator will have authority to award temporary, interim or permanent injunctive relief or relief providing for specific performance of this Agreement, but only to the extent necessary to provide relief warranted by the individual claim before the arbitrator. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.
11.5 Entire Agreement. This Agreement, together with any Order Forms and any terms and policies that are incorporated into this Agreement by reference (including by reference to a URL), constitute the entire agreement and supersede any prior agreements between you and ClassPass with respect to the subject matter hereof. In the event of a conflict between an Order Form and this Agreement, the Order Form will control.
11.6 Waiver and Severability. No waiver of any provision of this Agreement by ClassPass will be effective unless in writing and signed by ClassPass. No waiver by either Party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in effect.
11.7 Assignment. You may not assign, delegate, or transfer this Agreement in whole or in part, without ClassPass’s consent. ClassPass may assign, transfer or sublicense any or all of ClassPass’s rights or obligations under this Agreement without restriction.
11.8 Notice. Any notices provided by ClassPass under this Agreement may be delivered to the email address(es) we have on file for your account. You hereby consent to receive notice from ClassPass through the foregoing means, and such notices will be deemed effective when sent if on a business day, and if not sent on a business day, then on the next business day. Except as otherwise specified in the Agreement, any notices to ClassPass under this Agreement must be delivered via first class registered U.S. mail, overnight courier, to ClassPass, LLC Attn: ClassPass Legal Department 651 Tank Farm Road, San Luis Obispo, CA 93401.
11.9 Force Majeure. Neither Party will be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) for causes beyond that Party’s reasonable control and occurring without that Party’s fault or negligence, including, but not limited to, acts of God, acts of government, flood, fire, civil unrest, acts of terror, pandemics, strikes or other labor problems (other than those involving ClassPass’s or your employees, respectively), computer attacks (by government/nation entities or otherwise) or malicious acts, such as attacks on or through the Internet, any Internet service provider, telecommunications or hosting facility. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
11.10 Electronic Communications and Signatures. You agree to the use of electronic communication in order to enter into agreements and place orders, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the ClassPass Platform or any portion of the Program. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law.

12. Definitions.

"Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with you, and that has been designated to receive access to the Program under this Agreement. “Control” for purposes of this definition means the power to direct or cause the direction of the management and policies of the subject entity, whether through equity ownership, a credit arrangement, franchise agreement or other contractual arrangement. “Affiliate” also includes any of your business locations and any Franchisees that have been designated to receive access to the Program under this Agreement.
“Confidential Information” means (1) any software utilized by ClassPass in the provision of the Corporate Program and its respective source code; (2) each Party’s business or technical information that is designated by the disclosing Party as “confidential” or “proprietary” or the receiving Party knows or should reasonably know is confidential or proprietary; and (3) any special pricing or other non-standard terms agreed to by the Parties in an Order Form or other separate written document.
“End User” means an individual who is authorized by you under this Program to receive benefits toward their use of the ClassPass Platform and to whom you (or we upon request) have provided a user identification and password. End Users may include but are not limited to your employees, consultants, contractors and agents.
“Offeree” means an individual designated by you as eligible to participate in the Program, and who is based in a location in which the Program is offered.
“Order Form” means a separate ordering document, invoice, online form, program agreement or other documentation that specifies the Program ordered or purchased hereunder, the applicable Program Fees, and other terms as agreed to between the parties.
“Participant” means an individual designated by you as eligible to participate in the Program, and who is based in a location in which the Program is offered and who receives access to the Program.
“Program” means access to the ClassPass Platform under a subsidized discounted credit structure and other benefits based on the Program tier you select and other terms as may be applicable between the parties.
“Program Fee” means the fees you will pay ClassPass for access to the Program as listed on the applicable Order Form.
“Renewal Term” means successive and consecutive 12-month terms for which this Agreement renews automatically if not otherwise indicated in an Order Form or properly terminated.
“Third Party Offerings” means any third party products, applications, websites, implementations or services, including loyalty programs, that the Program or ClassPass Platform links to, or that interoperate with or are used in conjunction with the Program or the ClassPass Platform.