These terms for dynamic pricing (the “Dynamic Pricing Terms”), together with the overhead agreement which refers to this supplement as being applicable between the Parties (the “Mindbody Terms of Service”) and the Marketing Services Terms located at https://co.mindbodyonline.com/legal/terms-of-service/supplemental-terms-for-the-marketing-services (the “Marketing Services Terms”), as may be updated by Mindbody from time to time, govern your use of the Dynamic Pricing Service (as defined below). Capitalized terms used in these Dynamic Pricing Terms but not otherwise defined herein will have the meaning given to them in the Mindbody Terms of Service or the Mindbody Network Terms and Conditions.
In addition to the other terms defined elsewhere in the Agreement, the following capitalized terms will have the meanings in these Dynamic Pricing Terms as set forth below:
1.1. “Authorized User" means, collectively, any of your individual directors, officers, employees, contractors, agents or Affiliates, in each case who accesses, modifies and/or uses the Dynamic Pricing Service solely on behalf of and for you in connection with the updating the Service Offering Criteria.
1.2. “Dynamic Pricing Service” means Mindbody’s yield management product that provides dynamic pricing capabilities within the Services.
1.3. "Service Offering Criteria" means the information provided by you to the Dynamic Pricing Service, which may include price floor and ceilings for such services, date and time information related to such services, availability, default prices, service descriptions, and other such information.
2. Provision of Criteria.
You shall provide Mindbody the Service Offering Criteria related to your services offered through the Dynamic Pricing Service. You acknowledge and agree that in connection with the Services, Mindbody shall offer your services on the terms set forth in the applicable Service Offering Criteria, including, but not limited to, during the date and times specified therein, for any price determined by Mindbody, in its sole discretion, no higher than any applicable price ceiling specified therein and no lower than applicable price floor specified therein so long as availability exists as determined by the Service Offering Criteria.
3. Responsibility for Your Information and Services.
It is your sole responsibility to (1) update your reservation system for all reservations not made through the Dynamic Pricing Service, and you expressly acknowledge and agree that Mindbody shall be entitled to rely upon any information contained in the Dynamic Pricing Service provided by you (including, but not limited to, Service Offering Criteria) as accurate in connection with the Services; and (2) provide your services to End Users.
4. Authorized Users.
Except with the prior written consent of Mindbody, access to the Dynamic Pricing Service is limited solely to Authorized Users. You acknowledge and agree that, as between you and Mindbody, you are solely responsible for all acts and omissions of Authorized Users, including without limitation, access and use of the Dynamic Pricing Service and any Service Offering Criteria provided by any Authorized User, and for Authorized Users’ compliance with this Agreement.
5. Additional Restrictions.
In addition to the restrictions on the use of the Services described in the Mindbody Terms of Service, neither you nor any Authorized User may reconfigure or redeploy the Dynamic Pricing Service in a manner not expressly authorized by Mindbody under this Agreement.
6. Treatment of End Users.
Without limiting your other obligations in this Agreement, you shall: (1) honor all reservations made by End Users and provide to any End User any service for which such End User made a reservation through the Dynamic Pricing Service; (2) not discourage use by or otherwise refuse to provide services to any End User; (3) not charge or require any End User to pay any additional fee or costs associated with any applicable services made through the Dynamic Pricing Service; and (4) not otherwise discriminate against or treat any End User who made a reservation through the Dynamic Pricing Service in a manner different or adverse to the treatment of other users of your services.
Sections 7, 9 and 10 of these Dynamic Pricing Terms will survive the expiration or termination of these Dynamic Pricing Terms and the Agreement.
8. Suspension of Authorized Users.
In the event you or Mindbody believes in good faith that any Authorized User has violated any provision of this Agreement, you shall immediately suspend such Authorized User's access and use of the Dynamic Pricing Service.
WITHOUT LIMITING THE GENERALITY OF THE DISCLAIMERS IN THE MINDBODY TERMS OF SERVICE, YOU ACKNOWLEDGE AND AGREE THAT (1) YOU ARE SOLELY RESPONSIBLE FOR THE COMPLETENESS AND ACCURACY OF THE DATA THAT YOU OR ANY AUTHORIZED USER PROVIDES TO THE DYNAMIC PRICING SERVICE; (2) THE ACCURACY OF THE INFORMATION AND DATA GENERATED BY THE DYNAMIC PRICING SERVICE IS DEPENDENT ON THE ACCURACY OF THE DATA THAT YOU AND ANY AUTHORIZED USER SUBMIT TO THE DYNAMIC PRICING SERVICE; (3) MINDBODY MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE ACCURACY OR RELIABILITY OF ANY CALCULATIONS PERFORMED BY THE DYNAMIC PRICING SERVICE, OR ANY INFORMATION OR DATA MADE AVAILABLE THROUGH THE DYNAMIC PRICING SERVICE; AND (4) YOU RELY ON ANY SUCH INFORMATION OR DATA AT YOUR OWN RISK.
10. Incorporation of the Terms.
You acknowledge that the Dynamic Pricing Service is a Service as defined in the Mindbody Terms of Service and that these Dynamic Pricing Terms are hereby incorporated into and made part of the Mindbody Terms of Service and the Marketing Services Terms. Except as expressly provided herein, any dispute or claim arising from or relating to these Dynamic Pricing Terms or the Dynamic Pricing Service is subject to the warranties and disclaimer, limitations and exclusions of liability, governing law and all other terms in the Mindbody Terms of Service and the Marketing Services Terms. In the event of any conflict between the Mindbody Terms of Service and/or the Marketing Services Terms, and these Dynamic Pricing Terms, the Dynamic Pricing Terms will apply with respect to the provision and use of the Dynamic Pricing Service.