Supplemental Terms for the Marketing Services
Last Updated: September 14, 2021
These Supplemental Terms for the Marketing Services (“Marketing Services Terms”), together with the overhead agreement which refers to this supplement as being applicable between the Parties (the “Mindbody Terms of Service”), apply to your listings in the Mindbody App, the Partner Network and your use of the services available through Mindbody Promote, namely Promoted Intro Offers, Dynamic Pricing, and Mindbody Flex (defined below). Capitalized terms used in these Marketing Services Terms but not otherwise defined herein will have the meaning given to them in the Mindbody Terms of Service.
By accepting these Marketing Services Terms, you grant us permission to display your business name, logo and any images or content you provide or which are publicly available (a) for the purposes of listing your services and goods within the Mindbody App and Partner Network and (b) for the special promotional marketing and selling of your services and goods (i) on the Marketing Services (“Promoted Intro Offers”), (ii) via dynamic price offerings on the Partner Network and/or the Mindbody App (“Dynamic Pricing”), and (c) in our consumer marketplace (“Mindbody Flex”).
We may, in our sole discretion, modify these Marketing Services Terms from time to time. Any changes we make will become effective when we post a modified version of the Marketing Services Terms to our Website, and we agree the changes will not be retroactive. We reserve the right, in our sole discretion, to remove your business profile or any offers, services or goods, for any or no reason. Mindbody’s partner affiliations are subject to change at any time.
1. Fees and Opting Out
You will be charged a percentage fee of the purchase price each time an offer is purchased through Dynamic Pricing, Promoted Intro Offers, or the Partner Network and for the distribution of funds ("Payouts") as follows:
|Marketing Services||Fee (% of each purchase price)|
|Promoted Intro Offers||15%|
All fees charged are non-refundable, including if the transaction that generated the fees is subsequently reversed or charged back to you for any reason or if a refund is subsequently issued for all or any portion of the purchase price.
You can choose to opt out of the program and fees above at any time within your software settings.
If you previously provided us with a credit card or other payment method for your software subscription, you authorize us to charge any fees due hereunder to the payment method on file on a recurring monthly basis. You will notify us immediately of any changes to payment information provided.
To enable your goods and services to be purchased through the Partner Network, we must enter into agreements with our partners to facilitate the processing of payments under your merchant account. By agreeing to these Marketing Services Terms, you expressly authorize us to share information about you and your merchant account as necessary for such purposes.
3. Your Responsibilities
With respect to each transaction processed under your merchant account, you represent, warrant and covenant to us that (i) the transaction represents a bona fide sale and accurately describes the services or goods provided to the customer, (ii) you will fulfill all of your obligations to the customer and will resolve any dispute or complaint directly with the customer, (iii) you and the transaction comply with all laws, regulations, rules and agreements applicable to you and your business, including the merchant agreement between you and the payment processor, PCI-DSS security standards and card network rules.
You, not Mindbody, are solely responsible for all customer service policies and issues relating to your services or goods, including pricing, fulfillment, cancellations or no shows.
4. No Mindbody Warranties
MINDBODY SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT WITH RESPECT TO THE SERVICES PROVIDED HEREUNDER. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT OR GUARANTEE THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE.
IN NO EVENT WILL MINDBODY OR ITS AFFILIATES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES (INCLUDING LOSS OF PROFITS OR REVENUE, OR INTERRUPTION OF BUSINESS) ARISING OUT OF OR RELATED TO THE SERVICES HEREUNDER, DYNAMIC PRICING, PROMOTED INTRO OFFERS, THE MINDBODY SITES, PARTNER NETWORK, OR THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF MINDBODY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MINDBODY’S MAXIMUM AGGREGATE LIABILITY FOR ALL LIABILITIES, DAMAGES, CLAIMS, OR CAUSES OF ACTION IN ANY MANNER ARISING FROM OR IN CONNECTION WITH ITS SERVICES HEREUNDER OR THESE TERMS WILL BE THE AGGREGATE FEES PAID TO MINDBODY HEREUNDER.
5. Dynamic Pricing Terms
Additional terms specific to the use of Dynamic Pricing (“Dynamic Pricing Terms”) described at https://company.mindbodyonline.com/legal/terms-of-service/dynamic-pricing (or such other URL as specified by Mindbody), as may be updated by Mindbody from time to time, apply and are hereby incorporated by reference into these Marketing Services Terms as if set forth fully herein.
6. Mindbody Flex
Upon enrollment in Mindbody Flex, you agree that Mindbody can, in our sole discretion, offer any, or all, of your virtual offerings (e.g. livestream, video on-demand, etc.) to users of the Mindbody App. You will be provided a credit, in the amount presented during the enrollment process, to the Subscription Fees for each consumer who properly enrolls in an offering and does not cancel or otherwise request a refund. Mindbody reserves the right to reverse a prior credit amount should a consumer refund take place after issuance of the credit. All unused credits will be surrendered upon termination of the Agreement. Additionally, you represent and warrant that you have all necessary licenses for any copyrighted material (e.g. music) utilized in your virtual offerings.
7. Incorporation of the Mindbody Terms of Service
You acknowledge that these Marketing Services Terms are hereby incorporated into the Mindbody Terms of Service and are therefore part of the Agreement. Any dispute or claim arising from or relating to these Marketing Services Terms is subject to the warranties and disclaimer, limitations and exclusions of liability, governing law and all other terms in the Mindbody Terms of Service. Any conflicts between the Mindbody Terms of Service and these Marketing Services Terms will be resolved in favor of these Marketing Services Terms.