Mindbody + ClassPass Influencer Program Terms and Conditions

Last updated: June 06, 2025

These Influencer Program Terms and Conditions (the "Terms") apply to any engagement via the Impact platform entered into between the individual or entity identified as the influencer ("Influencer" or "you") and the applicable Mindbody or ClassPass entity ("we" or "us"). The specific Campaign details listed prior to application via Impact (the "Campaign"), including the scope of services, content deliverables, schedule, and compensation. By applying or otherwise agreeing to a Campaign, you acknowledge that you have read and agree to be bound by these Terms.

THESE TERMS CONTAIN A BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRE YOU TO ARBITRATE ALL DISPUTES YOU HAVE WITH US ON AN INDIVIDUAL BASIS. PLEASE SEE SECTION 12 FOR MORE INFORMATION ABOUT THE ARBITRATION AGREEMENT AND CLASS ACTION WAIVER. YOU EXPRESSLY AGREE THAT DISPUTES BETWEEN YOU AND MINDBODY WILL BE RESOLVED BY BINDING INDIVIDUAL ARBITRATION, AND YOU HEREBY WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS WIDE ARBITRATION.

These Terms and the applicable Campaign together form a binding agreement between you and us (the "Agreement"). In the event of any conflict between the terms of a Campaign and these Terms, the Campaign terms will control that specific Campaign. Any obligations or rights in these Terms that by their nature extend beyond the end of a Campaign (e.g., content ownership, confidentiality, indemnification, etc.) will survive termination or expiration of the Agreement.

1. Services and Deliverables

1.1. Scope of Services. You agree to perform certain influencer services and create the social media content (collectively, the "Services") described in the applicable Campaign. This may include producing or creating social media posts, videos, photos, text, and other related content (the "Content") promoting our products and services as outlined in the Campaign details. You will deliver the Content and perform the Services in accordance with the schedule, format, and other requirements set forth in the Campaign and any guidelines provided by us.

1.2. Professionalism and Quality. You agree to perform all Services in a professional manner consistent with industry best practices. All Content you create must be of high quality and meet our specifications. You will use your own equipment and resources to create Content, and you are responsible for all costs you incur in performing the Services unless otherwise agreed in writing.

1.3. Content Approval. All Content must be submitted to us for approval ten (10) days before you publish or distribute it, unless otherwise agreed to by us. You agree to promptly revise or adjust any Content as reasonably requested by us. Do not post any Content until you have received our approval to do so (unless we waive pre-approval in writing for a particular post). Our approval of Content (or silence regarding any requested approval) does not relieve you of your obligation to comply with these Terms and all applicable laws.

1.4. Cooperation. You agree to cooperate and coordinate with our team, and where applicable with other influencers, and any third-party partners or agencies that we designate in connection with the Campaign. This may include participating in any required meetings or events and assisting in promotional activities for the Campaign as reasonably requested by us.

2. Content Guidelines and Compliance

To protect both you and us, you agree that in creating and sharing Content you will adhere to the following obligations and guidelines.

2.1. Follow Laws & Platform Policies. You will comply with all applicable laws, regulations, and industry guidelines in performing the Services. This includes without limitation the Federal Trade Commission ("FTC") Guides Concerning the Use of Endorsements and Testimonials in Advertising and similar regulations in any jurisdiction. You will also follow the terms of use, community guidelines, and policies of any social media platform you use for the Campaign.

2.2. Always Disclose Your Relationship. You must clearly and conspicuously disclose your relationship with us in each piece of sponsored Content. Use the disclosure methods and hashtags specified by us (e.g., tagging the content with #ClassPassPartner, #ad, or a similar disclosure) at the beginning or in a highly visible manner as directed or otherwise as required by law. It must be clear to the average viewer that you have a material connection to us.

2.3. Content Requirements. All Content must abide by our content guidelines (including the Influencer Marketing Guidelines attached hereto as Exhibit A) and you shall ensure the following:

2.3.1. Your Content will be original and created by or lawfully licensed to you for the Campaign. You will not include any music, photographs, video clips, artwork, text, trademarks, logos, or other material from any third-party unless you have obtained all necessary rights and permissions to do so. If any other person's image, voice, or other content appears in your Content, you must have their permission to include. All music not owned by or licensed to you and used on TikTok, should come from the TikTok Audio Library.

2.3.2. Your Content will not feature or promote any brands, products, services, or websites that are not ours, and will not contain any logos, brand names, or other trademarks of third-parties including, but not limited to competitors of us, without our express prior written approval. You will avoid referencing or tagging any other fitness or wellness brands in your posts for us, unless expressly allowed by us in writing.

2.3.3. Your Content will be truthful and based on your actual experience. If you mention or endorse any of our products or services, you must have genuinely used it and reflect your honest opinions. You shall not make any false or misleading claims about us or our offerings.

2.3.4. You are recognizable in any images or videos, and your Content is appropriate for a broad audience. Prohibited content includes anything defamatory or libelous; obscene or containing nudity or pornography; hate speech or language that is harassing, threatening, or incites violence; content that promotes unsafe activities; or any other content that could adversely affect our reputation or brand image.

2.3.5. You will not incorporate links to external websites or ads in the Content that has not been approved by us. If you control the platform where the Content is posted (e.g., a personal blog or YouTube channel), do not place our-sponsored Content adjacent to any advertising or content for our competitors. Use reasonable efforts to avoid any automatic ads on your platforms that promote competing services during the Campaign. All posts must tag your regional or applicable Mindbody or ClassPass handle and include the custom link associated thereto.

2.4. Maintain Our Brand Standards. If we provide you with any specific assets or instructions (e.g., official logos, images, or messaging guidelines), you will use them as directed and not alter them without written permission. You will tag any required social media handles and include any tracking or referral links that we provide in the manner requested.

2.5. Use of Our IP. Except as permitted, you shall not and are not authorized to (1) use the materials, our trademarks, our customer data or any of our other intellectual property (all of the foregoing, including, without limitation, any links, are referred to herein as our "IP"), without our express prior written permission; (2) use our IP in a domain or website name, in any bids for keywords or Google AdWords (or similar programs at other search engines), in any search engine advertising (paid or otherwise), in any metatags, key words, advertising, search terms, code, or otherwise; (3) cause or create or act in any way that causes or creates or could cause or create any "initial interest confusion" over the use of our IP on the internet or in any search engine advertising. Your use of our IP in any manner, other than as expressly permitted, in addition to being a breach of these Terms, may constitute unlawful infringement of our trademarks, copyrights or other intellectual property rights, and may subject you to claims for damages (including without limitation, damages for knowing or willful infringement), and may obligate you to pay our legal fees and costs in connection with any action or proceeding in which we seek to enforce our rights with regard to enforcing any of our IP rights.

2.6. No Disparagement; Removal of Content. You will not make any public statement, create any content, or engage in any conduct that portrays us, our products, services, or employees, in a negative or derogatory light. If we determine, in our sole discretion, that any Content you have posted, or any comments or reactions from the public on your post, are or likely to harm our reputation or are otherwise objectionable, you agree to promptly remove or edit such Content, at our direction, or to take other actions requested by us, no later than twenty-four (24) hours of notice from us. Prompt compliance with any such request is a material requirement of these Terms, and non-compliance shall constitute a material breach of these Terms.

2.7. Monitoring and Interaction. If we ask, you will monitor and report on the performance of your posts (by providing engagement metrics and other reasonably requested feedback). You agree to promptly notify us if you receive any media inquiries or any negative or sensitive feedback related to us on your posts. Do not engage with the press or any official statements regarding us unless authorized. Refer any press or media contact to us at [email protected]. You agree to correct any mistake or error in your Content that either we or you discover, as soon as practicable.

By following these guidelines, you help ensure the Campaign stays compliant and successful. Failure to adhere to the above requirements is considered a breach of the Agreement. Our Influencer Marketing Guidelines, attached hereto as Exhibit A, are hereby incorporated by reference, and we may update those guidelines from time to time, and will provide you with notice upon any material change to those guidelines. It is your responsibility to familiarize yourself with and follow the most current guidelines provided.

3. Compensation

3.1. Payment Terms. We will compensate you for the Services as set forth in the applicable Campaign (the "Compensation"). Compensation may be in the form of a monetary fee (fixed or per conversion), a ClassPass membership or credits, products or services, or other consideration, as specified in the Campaign. Unless expressly stated in the Campaign, you will not be entitled to any additional fees, reimbursements, or in-kind benefits for your participation in the Campaign. Any expenses you incur in creating Content or performing Services are solely your responsibility unless the Campaign or we agree in writing to reimburse specific expenses.

3.2. Taxes. If the Compensation includes a monetary payment, we will pay you according to the Campaign (or, if not specified, within a reasonable time after completion of your obligations and submission of any required invoice). You are responsible for any taxes or governmental charges assessed on the Compensation paid to you. You will be paid in U.S. dollars and are solely responsible for any currency conversion costs or exchange rate differences incurred. If required for tax purposes, you will provide us with appropriate tax documentation (e.g., a completed IRS Form W-9 for US influencers) before payment. We will not withhold taxes or benefits from payments to you as you are an independent contractor and not our employee. It is your duty to report and pay all applicable taxes on your income. We may report amounts paid to you to tax authorities as required by law.

3.3. Conditions of Payment. Our obligation to pay the Compensation is contingent upon your satisfactory performance of all Services and delivery of all agreed upon Content in compliance with the Agreement. If you fail to deliver any required Content or to perform any aspect of the Services, or if you breach any material term of the Agreement, we may withhold any unpaid Compensation and/or may deem you ineligible for any further Compensation under the applicable Campaign. In addition, if the Agreement or applicable Campaign is terminated early (as described in Section 11 below) due to your material breach, or if you have received any advance payments or perks for work not yet performed at the time of termination, we may require you to refund some or all of the Compensation that was provided in advance.

4. Independent Contractor Status

You are participating in this influencer program as an independent contractor, not as an employee, franchisee, agent, or representative of us. Nothing in these Terms is intended to, or shall be deemed to, create a partnership, joint venture, agency, or employment relationship between you and us. You have no authority to make any statements, representations, or commitments of any kind on behalf of us, nor to bind or obligate us in any manner.

As an independent contractor, you are not eligible for any employee benefits from us. If applicable, you are solely responsible for all obligations to your employees or contractors and for any filings, withholdings, or payments required for your business. If any government authority determines that you should be reclassified as our employee, you agree to indemnify and reimburse us for any costs, fines, taxes, or penalties it incurs as a result of that determination.

5. Ownership of Content and Rights

5.1. Assignment. Unless otherwise specified in the applicable Campaign, you hereby irrevocably assign and transfer to us all rights, title, and interest in and to such Content, including all copyrights, trademarks, and other intellectual property or proprietary rights, on a worldwide, royalty-free, perpetual basis. This assignment to us is effective immediately upon creation of each piece of Content, without the need for any further action. We will have the exclusive right to use, edit, modify, publish, license, sell, or otherwise exploit the Content in any way and in any media (now known or later developed), worldwide and forever, without any further approval from you and without any additional compensation to you beyond what is provided in the Campaign.

5.2. Derivative Works and Adaptations. Our affiliates, licensees, and business partners may make derivatives, edits, or adaptations of the Content, and may combine the Content with other materials. All such derivative works and modifications are also deemed "Content". For clarity, we may take the Content you create and add our own branding, subtitles, music, or other elements, and distribute those edited versions on our official channels or in advertisements. You consent to all such modifications and uses.

5.3. Rights to Your Likeness. You also grant us and our affiliates the right to use and incorporate your name, social media handle(s), likeness, image, photograph, voice, persona, and biographical information (your "Likeness") in the Content and in connection with any use of the Content. We may use your Likeness as it appears in the Content or in promotional materials for the Content or our brands, generally. This right is granted on a royalty-free, worldwide, perpetual basis.

5.4. Moral Rights Waiver. Unless as set forth in the applicable Campaign and to the extent permitted by applicable law, you hereby irrevocably waive and agree never to assert any "moral rights" or rights of attribution or integrity or any similar rights in the Content, including such rights under section 77 and section 80 of the Copyright, Designs and Patents Act 1988, and any similar rights under any other jurisdiction that you now have or hereafter acquire in relation to the Content or such other products works or materials even after the term of the Agreement. You agree that we may use or edit the Content without needing to credit you or seek your approval, and you will not claim any right to prevent or restrain any modification of the Content by us.

5.5. Further Assurances. At our request and expense, you will execute and deliver any documents and take any further actions reasonably necessary to evidence or effectuate our ownership of the Content and rights granted under this Agreement. This includes assisting in registering copyrights or other rights in our name, if needed. If you are unavailable or fail to promptly sign any further document necessary to perfect our rights, you hereby appoint us as your attorney-in-fact to execute such document on your behalf. This power of attorney is coupled with an interest (i.e. our ownership of the Content) and is irrevocable.

5.6. No Obligation to Use; No Additional Rights for Influencer. We are not obligated to use, publish, or distribute any Content you create, or to include your Likeness or participation in any marketing materials. You may of course use the Content on your own social media as agreed in the Campaign (e.g., posting the sponsored content to your feed during the Campaign), but you will not reuse or distribute the Content for other purposes outside of the Campaign without our prior consent. We retain all usage rights even after the Campaign ends or if our relationship is terminated.

5.7. Survival of Rights. The rights and licenses granted to us in this Section 5 are perpetual and shall survive any expiration or termination of this Agreement. Terminating the Agreement or completing the Campaign will not affect our continuing rights to use the Content (including your Likeness within the Content) as provided herein.

6. Exclusivity

Unless otherwise stated in the Campaign or approved in writing by us, you agree that during the term of each Campaign you will not promote, advertise, or endorse any other brand that offers products or services that compete with ours. You should abstain from engaging in sponsored content or formal partnerships with direct competitors of ours for the duration of the Campaign. If you are unsure whether another brand is considered a competitor, please ask your main point of contact with us before posting or entering into any agreement. This exclusivity requirement is intended to avoid any conflicts of interest and ensure the authenticity of your endorsement of our products and services. We may agree in writing to waive exclusivity on a case-by-case basis.

7. Confidentiality

During your relationship with us, you may receive or have access to non-public information about us or the specifics of the marketing Campaign. "Confidential Information" includes any proprietary or confidential information disclosed to you by us, whether in writing, verbally, or through observation. Confidential Information includes but is not limited to our internal business plans or strategies, marketing or advertising plans, concepts and creative briefs for the Campaign, details about upcoming product releases or initiatives, our customer or user data, any non-public financial or technical information, and the terms of your Agreement including any Campaign details.

You agree to keep all Confidential Information strictly confidential and to use it only for the purpose of performing your Services. You shall not disclose Confidential Information to any third-party without our prior written consent. This restriction applies during the Campaign and after your Services have ended. You further agree to take reasonable measures to protect Confidential Information, at least to the same extent that you protect your own confidential information.

The above obligations do not apply to information that is proven by documentation to be (i) publicly available through no wrongful act or breach of yours; (ii) already known to you without an obligation of confidentiality at the time of disclosure by us; or (iii) lawfully obtained by you from a third-party who has the right to disclose it without breaching any confidentiality duty. If you are required by law or legal process to disclose Confidential Information, you will give prompt notice to us so that we may seek an appropriate protective order or waive your confidentiality duty.

Upon our request or upon termination of the relationship, you will promptly return or destroy all materials containing Confidential Information that are in your possession or control. This confidentiality provision is a material part of this Agreement and will survive any termination of the Agreement.

8. Representations and Warranties

You make the following representations and warranties to us as a condition of this Agreement.

8.1. Authority and Age. You are at least twenty-one (21) years old (or the age of majority in your jurisdiction, if higher) and legally competent to enter into the Agreement. If you are entering the Agreement on behalf of an entity or organization, you have full authority to bind that entity. The Agreement is a valid and binding obligation on you (and your entity, if applicable), and you agreeing to a Campaign does not violate any other agreement to which you are a party.

8.2. Quality and Compliance. You will perform the Services in a professional manner and in accordance with all requirements set by us and all applicable laws, regulations, and guidelines. All Content you create will comply with Section 2 of these Terms (Content Guidelines and Compliance), including the FTC endorsement requirements and platform policies. You will not do anything that would knowingly cause us to be in violation of any law or regulation.

8.3. Originality and Rights Clearance. The Content will be your original work (except for any of our materials or other materials provided by us for inclusion). You warrant and represent that you have obtained and will obtain all necessary rights, licenses, consents, and permissions to create and post the Content and to grant the rights to us as provided in the Agreement. This includes any rights needed from photographers, videographers, co-creators, or any individuals appearing in the Content. No materials in the Content (whether images, music, text, or otherwise) shall infringe upon or misappropriate the copyright, trademark, right of publicity, privacy, or any other rights of any third-party. If you use any permissible third-party content in your posts, you shall credit the applicable third-party if required and ensure that our use of the Content shall not require any payment or additional permission beyond what you have obtained.

8.4. No Conflicts or Undisclosed Obligations. You are not subject to any contract or duty that would be breached by entering into or performing the Agreement. You confirm that you are not under any obligation to endorse or promote any product or service that would conflict with your promotion of us during the Campaign period, except as disclosed to us, and agreed in the Campaign.

8.5. True Endorsements. You represent and warrant that any testimonial or endorsement you give in the Content regarding us, our products, or services, will reflect your honest opinions, findings, and experiences. You shall only make statements about our offerings that you believe to be true and can personally attest to. If requested by us in writing, you will provide an affidavit or written confirmation attesting to your use of our products or services, to comply with applicable advertising laws or regulations.

If you breach any of the above warranties, or if any of these representations become untrue, it will be considered a material breach of the Agreement. You agree to promptly notify us in writing if you discover that any of the above statements are inaccurate or have become inaccurate.

9. Indemnification

To the fullest extent permitted by law, you agree to indemnify, defend, and hold harmless us, and any parent companies subsidiaries, affiliates, successors, and assigns, and each of their respective directors, officers, employees, agents, partners, and representatives (collectively, the "Indemnified Parties"), from and against any and all third-party claims, liabilities, damages, losses, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to. (a) your breach of any term, warranty, or obligation in the Agreement; (b) your creation or use of the Content or performance of the Services (including any actual or alleged infringement of third-party rights, or any actual or alleged violation of endorsement guidelines, advertising laws, or platform terms by you or the Content); (c) any negligent, grossly negligent, or intentional misconduct by you in connection with your obligations; or (d) any contracts, agreements, or arrangements you have with third parties (for example, if you hire a photographer or if you have an agent) related to the influencer Services.

10. Limitation of Liability

10.1. No Indirect Damages. To the maximum extent permitted by law, we will not be liable to you for any indirect, incidental, consequential, special, exemplary, or punitive damages of any kind - including but not limited to loss of profits or revenue, damage to reputation, emotional distress, or loss of data - arising out of or in connection with the Agreement or your Services, even if advised of the possibility of such damages.

10.2. Cap on Liability. Except for the obligation to provide the agreed Compensation, in no event shall our aggregate liability to you exceed the total amount of Compensation payable to you under the applicable Campaign. If no monetary compensation is due, our liability will not exceed an amount of one hundred dollars ($100.00) (USD). This limitation applies regardless of the legal theory of liability.

10.3. No Personal Injury Liability. You acknowledge that participating in an influencer Campaign could involve certain physical activities and that you do so at your own risk. To the extent allowed by law, we are not responsible for any personal injury or property damage you might suffer while performing the Services, unless such injury is directly caused by our gross negligence, fraud, or willful misconduct. You are solely responsible for evaluating any risks to your health or well-being from participating in activities related to the Campaign.

10.4. Application of Limitations. The limitations and exclusions of liability in this section apply to the fullest extent permitted by law. Some jurisdictions do not allow the exclusion of certain warranties or the exclusion/limitation of certain damages; to that extent, some of the above limitations may not apply to you. However, you agree that these limitations are fair and reasonable given the nature of this Agreement and the compensation provided. This Section 10 will survive termination or expiration of the Agreement.

11. Term and Termination

11.1. Term of Agreement. These Terms are effective as of the earlier of the date you agree to these Terms through applying for a specific Campaign or begin providing Services or Content and will remain in effect for as long as you are performing Services under any Campaign. Each Campaign will specify a Campaign duration (the "Campaign Term"). Even if no campaigns are currently active, these Terms will continue to govern any ongoing rights or obligations that survive (such as content ownership or confidentiality).

11.2. Auto-Renewal. Following the Campaign Term, the Campaign Term shall be automatically extended for successive one (1) month terms, unless otherwise terminated according to herein.

11.3. Termination by Us. We may terminate any Campaign, at any time, at our sole discretion. We will provide you with written notice of termination, including the effective date of termination. Additionally, we may immediately terminate this Agreement for cause if you materially breach any of these Terms or engage in any conduct that we reasonably believe may harm our interests or reputation.

11.4. Termination by Influencer. You may terminate any Campaign upon ten (10) business days' written notice to us at any time. If you believe we have materially breached the Agreement, you will provide prompt written notice to us, and we shall have ten (10) business days to cure any alleged material breach of this Agreement. If we fail to cure such breach, you may immediately terminate the Agreement for cause.

11.5. Effects of Termination. Upon any termination or expiration of a Campaign or Agreement (a) you will promptly stop performing any further Services and cease holding yourself out as a our influencer for the ended Campaign; (b) you will remove any not-yet-approved Content and, if requested, take down any previously posted Content, unless specified otherwise in the applicable Campaign; and (c) you will promptly return or destroy any Confidential Information as described above in Section 7 (Confidentiality). If a Campaign is terminated early, your entitlement to Compensation will be adjusted as follows: we will pay you for any approved Content or Services fully delivered up to the termination date, but we will have no obligation to pay for any incomplete, partially delivered, or unapproved work. In addition, if termination is due to your material breach of the Agreement, we may void any obligation to pay unpaid Compensation and may require you to refund any portion of Compensation that was paid in advance for Services not rendered. We will reimburse any of your reasonable out-of-pocket expenses that were pre-approved in writing and incurred prior to termination (if any), provided you submit documentation for those expenses, except that no such reimbursement will be made if the termination was due to your breach or misconduct. Other than the foregoing, we will not be liable to you for any termination of the Agreement, including for any claimed loss of anticipated profits, goodwill, or opportunities.

11.6. Survival. Termination or expiration of the Agreement does not affect those provisions which by their nature are intended to survive. Without limitation, the parties agree that Sections 3.3, 4, 5, 7, 8, 9, 10, 11.5, and 12 of these Terms will remain in effect and survive after termination.

12. Governing Law. Dispute Resolution

12.1. Governing Law. The Agreement and any disputes arising out of or relating to it shall be governed by and construed in accordance with the laws of the State of New York, U.S.A., without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

12.2. Waiver of Jury Trial. EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY in any legal proceeding directly or indirectly arising out of or relating to this Agreement or any dealings between the parties. This waiver of jury trial is binding and irrevocable, to the fullest extent permitted by law.

12.3. Mandatory Informal Dispute Resolution. If you have any dispute with us arising out of or relating to the Agreement, you agree to notify us in writing with a brief, written description of the dispute and your contact information, and we will have thirty (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.

12.4. Arbitration Agreement.

12.4.1. WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED IN SECTION 12.4.2 (Definitions) BELOW, 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 party may seek relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents).

12.4.2. Definitions. For the purpose of this Arbitration Agreement, the term "Dispute" means any dispute, claim, or controversy between you and us, any parent companies, subsidiaries, and affiliated companies, and each of their respective officers, directors, employees, and agents, regarding any aspect of your relationship with us, 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). The parties agree "dispute" is to be given the broadest possible meaning that will be enforced.

12.4.3. Pre-Arbitration Dispute Resolution. Before initiating any Dispute, whether in court or arbitration, you must first give us an opportunity to resolve the Dispute by mailing written notification (hereinafter, a "Pre-Arbitration Demand") to Mindbody - Pre-Arbitration Demand, Attention: Legal Department, 689 Tank Farm Road, Suite 230, San Luis Obispo, CA 93401. A Pre-Arbitration Demand is valid only if it pertains to, and is on behalf of, a single individual or entity. A Pre-Arbitration Demand brought on behalf of multiple individuals and/or entities is invalid as to all. That Pre-Arbitration Demand must include (1) your name, (2) your telephone number, email address, physical address (or residential address, if an individual), 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 us (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. We will participate in the Conference through one (1) or more representatives, which may include our counsel. Following the informal negotiation, if we do not resolve the Dispute to your satisfaction within sixty (60) days after receipt of 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 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.

12.4.4. Arbitration Procedures. If the Dispute is not resolved as provided above in the Pre-Arbitration Dispute Resolution section, either you or Mindbody 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. 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.

12.4.5. 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. Such an award by the arbitrator will be final and binding on the parties and may be entered in any court having jurisdiction over the parties for purposes of enforcement.

12.4.6. 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 us. 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 arbitrator shall award the prevailing party its costs of arbitration, including reasonable attorneys' fees. The award of the arbitrator is final and binding upon you and Mindbody.

12.4.7. Place of Arbitration. The place of arbitration shall be New York County, New York.

12.4.8. 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.

12.4.9. Class Action Waiver. Any Disputes arising out of or relating to this Agreement or any aspect of your relationship with us, will 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 influencer, 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 us 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 Disputes against us in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding.

12.4.10. Arbitration Agreement 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.

12.4.11. Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with us.

13. General Provisions

13.1. Notices. All notices or other communications required or permitted under this Agreement shall be in writing and addressed to the parties at the email addresses specified in Impact (or such other email address as a party may designate in writing). Notices will be deemed given when sent by email to the designated address of the other party, and no error or bounce-back is received. If an email notice is returned as undeliverable, the notice may be given via an alternate method (such as via physical mail if addresses are available). You agree to maintain an active email address for communications and promptly notify us of any changes to your contact information. Operational communications (such as day-to-day communications and instructions regarding the Services) may be sent to you via email, text, or other messaging methods and do not require formal notice procedures. You shall remit a copy of any notices provided by you to [email protected] in addition to your main point of contact with us.

13.2. Assignment. You may not assign or transfer any of your rights or delegate any of your obligations under this Agreement (whether by operation of law or otherwise) without our prior written consent. Any attempted assignment by you without consent will be null and void. We may freely assign or transfer the Agreement, in whole or in part, to any of our affiliates or in connection with a merger, acquisition, reorganization, or sale of our business or assets, or by operation of law. These Terms will inure to the benefit of and be binding upon each party's permitted successors and assigns.

13.3. Entire Agreement; Amendment. The Agreement (comprising these Terms and each applicable Campaign) constitutes the entire agreement between you and us with respect to the subject matter hereof, and supersedes any prior or contemporaneous understandings, agreements, or proposals, whether written or oral, between the parties regarding the same. Each party acknowledges that in entering the Agreement, it has not relied on any representation or promise not explicitly set forth in this Agreement. No amendment or modification of the Agreement will be valid unless in writing and signed by both you and our authorized representative. Notwithstanding the foregoing, we may update or modify these Terms from time to time and post the updated version on the website or provide it to you. Any such updated Terms will only apply to Campaigns agreed to by you after the Terms' last updated date. We will notify you of material updates to these Terms, but the absence of notification will not affect the validity of the updated Terms for future Campaigns. For any ongoing Campaign, the Terms in effect at the time of application to the applicable Campaign will govern that Campaign, unless the parties mutually agree in writing to adopt the updated Terms.

13.4. Severability. If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, that provision shall be enforced to the maximum extent permissible, and the remaining provisions of the Agreement will remain in full force and effect. The parties will negotiate in good faith a valid, enforceable provision that most nearly affects the original intent of the invalid provision.

13.5. Waiver. No waiver of any term or right in the Agreement shall be effective unless it is in writing and signed by the party granting the waiver. A failure or delay by either party to exercise any right, power, or privilege under the Agreement shall not operate as a waiver of that right or any other right. Similarly, partial exercise of a right or single exercise of a right does not prevent further exercise of that or any other right.

13.6. Force Majeure. Neither party will be liable for any failure or delay in performing obligations, except payment obligations, if such failure or delay is due to causes beyond a party's reasonable control, such as natural disasters, acts of God, war, terrorism, civil unrest, labor strikes, pandemic, governmental orders, or failures of the internet or utilities ("Force Majeure"). The affected party shall give notice to the other as soon as practicable of the Force Majeure event. If a Force Majeure event continues for more than thirty (30) days, either party may terminate the affected Campaign upon written notice to the other. In such case of termination, Section 11.5 (Effects of Termination) will apply.

13.7. No Third-Party Beneficiaries. This Agreement is for the benefit of you and us only. Except for the Indemnified Parties expressly covered by the indemnification and limitation of liability provisions, there are no third-party beneficiaries to the Agreement, and no third-party (including any other influencer) shall have any rights to enforce any terms of the Agreement.

By applying a Campaign via Impact with us, you indicate your acceptance of these Influencer Program Terms and Conditions. We look forward to a successful collaboration!

Exhibit A

INFLUENCER MARKETING GUIDELINES

If you create or incorporate any social media content and/or are engaging in any blogging and/or social media activities on behalf of Mindbody + ClassPass or our brands/products ("Content"), you must comply with these Marketing Guidelines ("Guidelines").

These Guidelines apply to all content on all social media platforms, including Twitter, Facebook, LinkedIn, YouTube, TikTok, and all social media technologies, whether Internet forums, blogs, vlogs, microblogs, wikis, podcasts.

1. Get Approved. Unless otherwise communicated to you by your contact, Content (including tone, strategy, and frequency of Content) should be approved prior to posting or distribution.

2. Follow the Platform's Rules. Your Content must comply with the terms of use and policies of the platform on which it is posted and/or distributed.

3. Prohibited Content. Do not post any Content that is libelous and defamatory; contains nudity or pornographic materials or is otherwise obscene, that is hateful, threatening, or incites violence; or that in any way promotes unsafe activities that could lead to an unsafe situation involving our customers or other individuals.

4. Follow the Law. Content must comply with all applicable laws and regulations. This includes, but is not limited to, the FTC's Guides Concerning the Use of Endorsements and Testimonials in Advertising.

5. Always Disclose. If you are being paid by us or have received any products for free in return for your Content, you must clearly and conspicuously disclose your connection with us in any Content endorsing such products. For example, include in Tweets short disclosures, such as #paid ad OR #paid OR #ad OR #ClassPass_Partner OR #Mindbody_Partner. For social posts, disclosure must be in each post. If using a hashtag to disclose, it should be located at the beginning of the social post, or the first and only hashtag at the end of the social post. Disclosure in the "bio" of an influencer's social profile is not sufficient, nor is burying the disclosure hashtag within a bunch of hashtags at the end of a social post. For long form content, the disclosure should be at the top of the post, directly following the title (if there is one). Viewers should not have to read a long post, scroll down the page or click a link to access the disclosure. For videos, the disclosures should be made at the beginning of the video, and they should appear in both the video and in the video description. For live streaming video, the disclosure must appear multiple times through the video as well as in the video description. The disclosure must be in easy to read sized and color font.

6. Be Truthful. If you are endorsing our products or services, you must have actually used the product or service. All opinions must be your own.

7. Be Original and Respect IP Rights. All Content must be original and created by you or used with permission from the owner. Do not use or include any trademarks, logos, music, photos, art, text and other materials that you do not own.

8. Third Party Links and Materials. Do not include any links to or feeds from third party websites or materials in your Content.

9. Use of Our Name and Materials. If we have asked you to include any of our materials (including but not limited to the name, advertising images, logos, brand/product name or information of us or our Influencers) in your Content, you must follow all applicable guidelines and/or directions from your contact.

10. Advertisements. If you are in control of the Content platform (e.g., a personal blog), you must not post Content adjacent to advertisements or promotions of other products and businesses that compete with our products or businesses. You should use reasonable efforts to opt out, if available, of having our competitors' advertisements published on your site or platform.

11. References to Competitors. Content must not include or make reference to any names, logos, or images of brands or products not associated with us, without our prior approval and/or knowledge.

12. Monitoring. If requested by us, you must monitor responses to your Content periodically. You must correct any mistakes promptly upon discovery. If you receive any responses or reactions to your Content that are harmful or disparaging to you, us, our products, services, or industry, you must notify your contact promptly and follow our directions.

13. Press Inquiries. Your Content may generate media coverage. If a member of the media (online or mainstream) contacts you about a blog, comment, or Content relating to us, refer all inquiries to your contact. Do not engage in any discussions or correspondence with any media members without first consulting your contact. Speaking to the media could be a breach of your confidentiality obligations to us and may result in termination of your services and/or legal action.

14. Confidential Information. You must not disclose our proprietary or confidential information, including but not limited to any information about our products, services, marketing plans, strategies or customers that have not already been made public by us. If there is any doubt in your mind as to what is proprietary or confidential, do not post the information. Disclosing confidential or proprietary information without our permission could be a breach of your confidentiality obligations to us and may result in termination of your services and/or legal action.

15. Spark. If you are using TikTok, you must take any applicable actions for videos remain available to us as Spark ads for the longest period permitted by TikTok (currently, 365 days).

16. General Do's and Don'ts.

16.1. Be Accurate and Constructive. Never make any false, exaggerated, or inappropriate statements or unsubstantiated claims.

16.2. Be Yourself. Never impersonate others or imply that you have any authority, responsibilities, or connections that you do not have.

16.3. Protect Yourself. Be mindful that what you write will be public for a long time, archived, stored and retrievable for years to come. Think before blogging, commenting, or posting Content.

16.4. Respect Privacy. Never give out personally identifiable information about others (addresses, emails, telephone numbers) or any of our customer information.

16.5. Respect Gets Respect. Do not make offensive comments that have the purpose or effect of creating an intimidating or hostile community environment including telling lies or spreading rumors about us or our other influencers, contractors, employees, brands, products or competitors. Do not use obscenity, personal insults, ethnic slurs or other offensive language and show proper consideration for other's privacy and for topics that may be considered objectionable or inflammatory (e.g., politics or religion).

17. Remember that a breach of any of these guidelines can result in immediate termination of your services or legal action by us. You can also be held legally liable as an individual. When you go public with your opinions, comments or content, you are legally responsible. Individual bloggers can be held liable by us, other third parties, or legal authorities for any commentary deemed to be defamatory, obscene, proprietary to, or owned by, others, or libelous to any person.

Your contact may communicate additional requirements related to your Content.

IF YOU HAVE ANY QUESTIONS/COMMENTS ABOUT THESE GUIDELINES OR ARE UNCERTAIN OF WHAT IS APPROPRIATE OR LEGAL, ASK YOUR CONTACT.