XPASS x ICE SHAKER PROMOTION

TERMS AND CONDITIONS

You hereby agree that your entry into the XPASS x Ice Shaker promotion (the “Promotion”) is subject to these Promotion Terms and Conditions (these “Terms and Conditions”).  

THE PROMOTION IS A LIMITED-TIME OFFER AND ONLY WHILE SUPPLIES LAST (ONLY 500 ICE SHAKER BOTTLES (AS DEFINED BELOW) WILL BE AVAILABLE).  ONLY FIRST-TIME XPASS SUBSCRIBERS ARE ELIGIBLE FOR THE PROMOTION.  PROMOTION BEGINS ON 12/23/22 AT 12:00 A.M. EASTERN TIME (“ET”) AND ENDS WHEN THE 500TH XPASS MEMBERSHIP IS PURCHASED (THE “PROMOTION PERIOD”).  Promotion void where prohibited.  Open to legal U.S. residents currently residing in the 50 United States (including the District of Columbia) who are the age of majority or older as of the date of entry.  Promotion limited to one per customer and account.  Promotion is non-transferable. Promotion may not be combined with other promotions or offers. Xponential Fitness LLC (“Xponential Fitness”) reserves the right to modify or cancel the Promotion at any time to the extent permitted by applicable law.

During the Promotion Period, if you buy any XPASS Plan, you will be eligible to receive a limited edition Ice Shaker bottle signed by former professional football player, Rob Gronkowski (each, an “Ice Shaker Bottle”); provided, you comply with these Terms and Conditions.  ONLY 500 ICE SHAKER BOTTLES WILL BE AVAILABLE.  PROMOTION GOOD WHILE SUPPLIES LAST.  The Promotion and any XPASS Plans will be subject to the XPASS standard terms and conditions (which can be found at https://www.xpass.fit/terms-of-use) (the “XPASS Terms of Use”). You are only eligible to participate in the Promotion if you (i) purchase any XPASS Plan within the Promotion Period, and (ii) ARE A FIRST-TIME XPASS SUBSCRIBER. By entering the Promotion within the Promotion Period and by submitting your payment details, you (a) confirm your acceptance of the Promotion advertised; (b) accept and agree to these Terms and Conditions; and (c) acknowledge and agree to the XPASS Terms of Use. 

Any and all applicable federal, state and local taxes and all fees and expenses related to acceptance and use of the Ice Shaker Bottle are your responsibility unless otherwise specified.  You acknowledge and agree that (i) additional terms and conditions from Ice Shaker Inc. (“Ice Shaker”) may apply; (ii) complaints, claims, concerns or questions regarding the Ice Shaker Bottle should be directed to Ice Shaker; and (iii) Xponential Fitness shall have no responsibility or liability for any (a) Ice Shaker Bottle, and/or (b) policies, actions and/or omissions of Ice Shaker.

You acknowledge and agree that in order to participate in the Promotion you will be required to share certain personal information with Xponential Fitness and you may be required to share certain personal information with Ice Shaker.  Any information you provide in connection with the Promotion must be correct, current and complete.  Information collected by Xponential Fitness from you is subject to the XPASS Privacy Policy (which can be found at http://www.xpass.fit/privacy-policy.com). Any information, including personal information, that you provide directly to Ice Shaker or is collected by Ice Shaker, and the handling of that information by Ice Shaker, shall be subject to Ice Shaker’s privacy policy (which can be found at https://www.iceshaker.com/policies/privacy-policy).  You acknowledge and agree that Xponential Fitness is not responsible for Ice Shaker’s handling of your personal information.   

TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, YOUR USE OF XPASS AND YOUR PARTICIPATION IN THE PROMOTION IS SOLELY AT YOUR OWN RISK. XPONENTIAL FITNESS DOES NOT ASSUME ANY LIABILITY OR MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, ARISING OUT OF, IN CONNECTION WITH OR WITH RESPECT TO XPASS AND/OR THE PROMOTION (INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE ICE SHAKER BOTTLE).

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, IN NO EVENT SHALL XPONENTIAL FITNESS OR ANY OF ITS DIRECTORS, OFFICERS OR EMPLOYEES, OR THOSE OF XPONENTIAL FITNESS’ AGENTS, AFFILIATES, OR CONTENT OR SERVICE PROVIDERS (HEREINAFTER, COLLECTIVELY, “ASSOCIATED ENTITIES”) BE LIABLE FOR DAMAGES OF ANY KIND WHATSOEVER INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE, ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, YOUR USE OF, OR INABILITY TO USE, XPASS OR ANY ICE SHAKER BOTTLE. WITHOUT LIMITATION, NO LIABILITY SHALL ARISE FROM ANY LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS OR LOST SALES, EVEN IF WE AND/OR OUR ASSOCIATED ENTITIES ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  SOME JURISDICTIONS DO NOT ALLOW THE FOREGOING LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH CASE, THE MAXIMUM LIABILITY OF XPONENTIAL FITNESS SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR ACCESS TO XPASS. 

The Promotion shall be governed by, and construed in accordance with, the laws of the State of California, without giving effect to any choice of law or conflict of law rules.  To the extent permitted by applicable law, you hereby agree that any and all disputes, claims and causes of action arising out of or connected with the Promotion shall be resolved individually, without resort to any form of class action, and exclusively by the federal courts of the United States or state courts of the State of California in each case located in Orange County, California.