Last Updated: August 23, 2023
By using ClassPass, LLC’s (“CP”) application programming interfaces (the “API”), associated tools, software, documentation, and the CP Platform (the “Documentation”), and/or ClassPass Data (defined below), you agree to the terms of this Agreement. If you disagree with any of the terms, CP does not permit you to, and you will not, use any of the Licensed Materials (defined below). You and CP may be individually referred to herein as a “party” and collectively as the “parties” to this Agreement.
1.1 “Applicable Laws” means all applicable laws, rules and regulations that govern Your Platform and use of Licensed Materials including, but not limited to, to the extent applicable: (1) the General Data Protection Regulation ((EU) 2016/679) and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time; (2) the UK Data Protection Act 2018; (3) the California Consumer Privacy Act (“CCPA”); and (4) the Brazilian General Data Protection Law No. 13,709/18.
1.2 “Booking Services” means services that permit end users to search, schedule, manage, evaluate, review and book services with third-party partners and providers.
1.3 “ClassPass Data” means all data and other information made available by or to CP or its affiliates (in its discretion) in connection with this Agreement or otherwise via the API (other than Venue Content), and in all cases, all information regarding End Users, including PII, whether sent to you by CP or a third-party.
1.4 “Confidential Information” means any non-public information or materials belonging to, concerning or in the possession or control of CP or its affiliates that is made available (directly or indirectly) to you (or persons acting on your behalf) in connection with this Agreement and which is either marked or identified as confidential or proprietary or is of a type that a reasonable person would recognize it to be confidential or proprietary. CP's Confidential Information includes, but is not limited to, the Licensed Material, the parties’ relationship, and the terms of this Agreement.
1.5 “CP Platform” means, collectively, CP's platform, websites, and application, as may be updated from time to time, that allows users to search, schedule, manage and book services.
1.6 “End Users” means the end users to whom CP provides a monthly subscription service.
1.7 “Merchants” means third-party service providers to whom you provide various cloud-based technology solutions, including scheduling services.
1.8 “PII” means information that can be used to distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual. PII includes, but is not limited to, names, date of birth and email addresses of End Users.
1.9 “Processor” has the meaning set out in Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (General Data Protection Regulation) or the (UK) Data Protection Act 2018 and other data protection or privacy legislation in force from time to time in the United Kingdom (as applicable).
1.10 “Service Provider” has the meaning set out in the California Consumer Privacy Act.
1.11 “Sell” means renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, PII for monetary or other valuable consideration.
1.12 “Venue Content” means all information received by you from or on behalf of any studios or other providers providing classes and services, including, but not limited to, the available classes, class descriptions, date, location and time of such classes, and the number of available participants. Neither party shall be restricted in how it uses Venue Content.
1.13 “Your Platform” means the software application, platform, or other interface you own or operate to interact with the API and any listing information contained thereon.
2. API Access. Subject to your compliance with the terms and conditions of this Agreement, CP agrees to allow you, during the term of this Agreement, to use, submit and access the API, Documentation and ClassPass Data (together, the “Licensed Material”), solely to provide and/or facilitate Booking Services for bookings made on the CP Platform, and for no other purpose (the “Permitted Purpose”). You agree that you shall not access, use, retain, Sell, or disclose to any third party, any PII, except, in each case, as necessary to maintain or provide the Booking Services, or as necessary to comply with the law or a valid and binding order of a governmental body (such as a subpoena or court order). You agree to allow CP to use, during the term of this Agreement, your API to respond to CP calls to effect the Permitted Purpose.
3. Access, Provision and Protection of Licensed Materials. You must provide accurate and complete data in response to any API calls made by CP. Further, you and Your Platform must perform in accordance with Applicable Laws and industry best practices, including with respect to security, availability, access, and performance, to ensure the Booking Services are secure and effective, and you shall promptly remediate any defects or issues as soon as commercially possible on becoming aware of such defects and issues. You agree that CP shall be permitted to access and reproduce data and other information on or via Your Platform relating to third-party partners and providers (such as listing information, reviews, and ratings) in order to provide the Booking Services to End Users. Unless otherwise agreed, you agree not to provide, or allow any third party to provide, any ClassPass Data to any other party via the API or otherwise, other than for the Permitted Purpose and subject to provisions not less stringent than this Agreement. You are responsible for the acts and omissions of any such third party. You agree to store all ClassPass Data separately from other data sets collected by you or otherwise provided to you by your customers or partners.
4. Data Protection. To the extent you access via the API PII that relates to individuals in the European Economic Area, the United Kingdom, or Brazil, or which relates to residents of the State of California, or any other territory or jurisdiction with analogous data protection laws and regulations, you warrant and represent that you: (1) act as a Processor, Service Provider, or other analogous term, to each of your Merchants; and (2) have in place written agreements with Merchants with respect to the protection of PII as may be required under applicable data protections laws and regulations.
5. Data Security and Breach Management. You shall implement and maintain appropriate technical and organizational measures to protect PII against unauthorized or unlawful processing and against accidental loss, destruction, damage, theft, alteration, or disclosure. These measures shall be appropriate to the harm which might result from any unauthorized or unlawful processing, accidental loss, destruction, damage, or theft of the PII and having regard to the nature of the PII which is to be protected. As a minimum, these should include the requirements required under Applicable Laws. If you become aware of any breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, PII contained within the Licensed Materials (a “Breach”), you will immediately: (1) promptly notify CP of the Breach; (2) investigate the Breach and provide CP with information about the Breach; (3) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Breach; and (4) co-operate with CP and take such reasonable commercial steps as are directed by CP to assist in the investigation, mitigation, and remediation of each such Breach; (5) not make any communication to any End User concerning the Breach without CP’s prior written consent unless such individual is also a direct user of Your Platform.
6. Restrictions. You must not (1) use the Licensed Materials for any illegal, improper or unauthorized purpose, or other than in accordance with this Agreement, the Documentation and any guidelines CP may provide (and update) from time to time; (2) derive income from the use or provision of the Licensed Material, without the express written permission of CP; ( 3) disclose the Licensed Material other than to your personnel and advisors who have a need to receive the Licensed Material; (4) use the API in a manner that exceeds reasonable request volume or in a manner intended to disable or negatively impact, or with the effect of disabling or negatively impacting, the API or CP Platform; or (5) transmit any worms, viruses, or disabling code, or anything similar, via the API or otherwise, to CP, the CP Platform, or any CP user or partner.
7. Call Limitations. CP may, in its sole discretion, impose a limit on the number of API calls you are permitted to make during a given period.
8. Support and Modifications. CP may, but is not required to, provide you with support for the API, and may terminate any such support at any time without notice to you. CP may modify the Licensed Materials (including any aspect of the API), the permitted scope of use or number of calls, or API functionality, in whole or in part, at any time, with or without notice to you. Modifications may impact your compatibility with the API or ability to connect to the CP Platform. CP may require you to use the most recent version of the API.
9. Ownership. As between you and CP, CP is the owner of the Licensed Materials, the CP Platform, CP’s trademarks and logos, and any derivative works of any of the foregoing, and all intellectual property rights contained therein, and you are the owner of Your Platform. If you provide CP with any feedback (e.g., comments, suggestions, improvements, ideas, etc.), you hereby assign all right, title, and interest in and to such feedback to CP, for it to freely implement and exploit without any obligation to you.
10. Fees. Unless otherwise approved in writing by CP (email sufficing), you shall not, and will not, charge any fees to third parties in connection with use of the API contemplated by this Agreement.
11. Term and Termination. This Agreement shall be effective from the date of your first use of the Licensed Materials and shall continue thereafter until you cease to use the Licensed Materials and have deleted all Licensed Materials. CP may suspend, terminate, or limit your access to the Agreement and/or the Licensed Material, in whole or in part, for any reason, in its sole discretion, with or without prior notice, without liability to you, or any third party. You may terminate this Agreement with 90 days’ notice to us in writing. Upon termination, you must cease use of the API, and delete all Licensed Material.
12. Warranties and Disclaimer.
12.1 Warranties. Each Party warrants that: (1) it has full power and authority to enter into this Agreement; and (2) entering into or performing its obligations under this Agreement will not violate any agreement it has with a third-party or any applicable law. You further warrant and represent that you have all necessary rights and permissions to access PII on behalf of Merchants.
12.2 Disclaimer. CP makes no representations that the Licensed Material, or the CP Platform, is free of inaccuracy, error, or bug, or will operate reliably, accurately and without interruption. The Licensed Material is provided on an “as-is” basis, with no warranty, express or implied, of any kind. CP expressly disclaims any and all warranties, including any warranty of merchantability, non-infringement, fitness for a particular purpose, security, title, or availability. You are solely responsible for your use of the Licensed Material and are responsible for any resultant damage, including damage to your systems or your loss of data.
13. Indemnification. You shall indemnify, defend and hold harmless CP, its affiliates, successors and permitted assignees, and their respective shareholders, members, managers, directors, officers, employees, personnel and agents from and against all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) that may arise from or are related to (1) your use of the API and/or Licensed Materials; (2) Your Platform (including, but not limited to, infringement of any third-party proprietary rights); (3) your breach of this Agreement; (4) the unauthorized use or disclosure of ClassPass Data by you, your affiliates, or any third party with whom you share ClassPass Data, or a third party that gains access to ClassPass Data through Your Platform; or (5) your negligence or misconduct. CP maintains the right to control its own defense and to choose and appoint its own defense counsel, regardless of the presence or absence of a conflict of interest between the parties.
14. Limitation of Liability. In no event shall CP be liable for any indirect, incidental, special, punitive, exemplary, or consequential damages of any kind, or for any lost profits or revenues, in connection with or arising from this Agreement. CP’s maximum aggregate liability shall be limited to $100, even if CP has been advised of the possibility of such damages or such damages are reasonably foreseeable.
15. Confidentiality. You will not use or disclose Confidential Information other than as required for the Permitted Purpose and in accordance with the terms of this Agreement. Any information provided by you to CP hereunder is considered non-confidential unless otherwise agreed, and CP has no duty or obligation with respect to such information. You agree that any breach by you of the foregoing may cause irreparable harm to CP, and that CP shall be entitled to seek injunctive or other equitable relief.
16. Governing Law and Jurisdiction. This Agreement shall be governed by and construed in accordance with the internal laws of the State of New York, without regard to any conflict of laws principles. The parties hereto agree to the personal jurisdiction of the state and federal courts located in New York County, New York and agree that such courts are a convenient forum for the resolution of all disputes between them.
17. Miscellaneous. This Agreement constitutes the entire understanding of the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings. CP may amend this Agreement at any time without advance notice to you or consent by you. This Agreement may not otherwise be amended or modified except by mutual agreement of authorized representatives of the parties in writing. You may not assign this Agreement without CP’s express written consent. CP may transfer or assign this Agreement to a present or future affiliate or pursuant to a merger, consolidation, reorganization, or sale of all or substantially all of the assets or our business without the requirement for prior notice to, or consent from, you. You shall not make any press release or other public statements regarding the other party or this Agreement without the prior written consent of CP. A party’s failure at any time to require performance of any provision of this Agreement shall in no way affect such party's right at a later time to enforce the same unless the party waives such right in writing. No waiver by a party of a breach of a term contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be or construed as a further or continuing waiver of such breach of any other term of this Agreement. Any dispute, claim or controversy arising out of or relating to your use of the Licensed Material, any information you provide via the API, and/or this Agreement (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. You understand that by agreeing to this class action waiver, you may only pursue any dispute, claim or controversy against CP in an individual capacity and not as a plaintiff or class member in any purported class action or representative proceeding. The provisions of this Agreement shall be severable in the event that any of the provisions hereof are held by a court of competent jurisdiction to be invalid, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law.