Venue and Business Partner Agreement

Version 2.0.0 · Effective 2026-07-22

CLUBS HQ VENUE AND BUSINESS PARTNER AGREEMENT

Version 2.0.0 | Effective July 22, 2026

This Agreement governs participation by businesses, venues, and commercial partners ("Venue," "you") in the Clubs HQ Platform, operated by Clubs HQ LLC ("Clubs HQ," "we"). It is a binding addendum to the Master Terms of Service. By registering a Venue account, publishing perks or discounts, or hosting club activities through Clubs HQ, you agree to it.

1. Nature of the Partnership

1.1 What we provide. Software tools that connect athletic clubs and runners with local businesses for perks, discounts, meetups, and post-run gatherings.

1.2 Independent business. You operate an independent business. You are not an employee, agent, partner, joint venturer, or franchisee of Clubs HQ. You retain full control over your operations, staffing, pricing, hours, and promotional offerings.

1.3 No exclusivity, no guarantee. This Agreement is non-exclusive. We do not guarantee any level of visibility, traffic, foot traffic, redemptions, or revenue.

1.4 No endorsement. Listing on the Platform is not an endorsement, certification, or inspection of your premises, products, or services by Clubs HQ, and you may not represent otherwise.

2. Your Listing and Offers

2.1 Accuracy. Your listing — address, hours, description, images, and offers — must be accurate and kept current.

2.2 Honoring perks. You are solely responsible for honoring every discount, promotion, or perk you publish, on the terms you published, for as long as you keep it live. If you cannot honor an offer, remove it immediately. Failure to honor published offers is a material breach and grounds for removal.

2.3 Clear terms. State restrictions plainly — blackout dates, minimum purchase, valid days and hours, one-per-visit limits, and expiration. Ambiguous terms will be interpreted in favor of the member.

2.4 Truthful advertising. Offers must comply with advertising and consumer-protection laws. No bait-and-switch, no fictitious "regular" prices, no undisclosed material conditions.

2.5 Removal. We may remove or modify any listing that is inaccurate, unlawful, misleading, or the subject of repeated complaints.

3. Premises, Safety, and Compliance

3.1 Safe premises. You represent and warrant that your premises comply with all applicable safety, health, building, fire, and accessibility laws, including the Americans with Disabilities Act, and that you maintain them in a reasonably safe condition. You are solely responsible for the physical safety of any member, runner, coach, or organizer who visits.

3.2 Licensing. You hold all licenses and permits required to operate, including any food-service, beverage, occupancy, and entertainment licenses.

3.3 Hosting activities. If you host a run start/finish, meetup, or event, you are responsible for crowd management, occupancy limits, restroom and water access as advertised, parking and traffic conditions on your property, and any additional permits.

3.4 Non-discrimination. You will serve Clubs HQ members without discrimination on any basis protected by law, and will comply with the Community Code of Conduct in your interactions with them.

4. Alcohol Service

4.1 Your sole responsibility. If you serve or provide alcohol at any gathering involving Clubs HQ members, you alone are responsible for compliance with all applicable liquor-licensing, dram-shop, server-training, hours-of-service, and age-verification laws.

4.2 Clubs HQ has no role. Clubs HQ does not serve, provide, sell, sponsor, or control the service of alcohol, has no involvement in alcohol-service decisions, and assumes no liability arising from alcohol served or consumed at your premises or at any gathering.

4.3 Minors. Clubs HQ members include people under 21 and under 18. You are responsible for verifying age and for never serving alcohol to anyone under 21. If your venue is 21-and-over, you must state this clearly in your listing so organizers can plan accordingly.

4.4 Over-service. You are responsible for refusing service to intoxicated patrons and for any consequences of over-service, including injuries to third parties.

4.5 Indemnity. Your indemnification obligation in Section 7 expressly includes all claims arising from alcohol service.

5. Insurance

5.1 General standard. You represent and warrant that you maintain insurance appropriate to your business and premises, in amounts you have determined to be adequate. You alone are responsible for assessing what coverage you need. Clubs HQ's insurance does not cover you, your premises, or your patrons.

5.2 Certificate required — hosted events only. If you host a scheduled Clubs HQ event on your premises with more than 50 expected attendees, or an event where alcohol is served as part of the event program, you must provide a current Certificate of Insurance evidencing commercial general liability coverage of at least $1,000,000 per occurrence / $2,000,000 aggregate, naming Clubs HQ LLC as an additional insured for the event.

5.3 No requirement otherwise. Venues that simply offer perks, discounts, or an informal post-run gathering space are not required to provide any certificate. Whether to carry insurance is your business decision.

5.4 We do not verify. Clubs HQ does not verify, evaluate, or monitor the adequacy of any insurance, and receipt of a certificate is not an endorsement or a representation to anyone that you are adequately insured.

6. Data and Member Information

6.1 What you receive. Aggregate or de-identified engagement information, and — where a member affirmatively redeems a perk — only the information necessary to honor it.

6.2 Limited use. You may use member information only to honor the perk and to provide the service the member requested. You may not add members to marketing lists without their separate opt-in, sell or share member information, or use it for any purpose unrelated to the transaction.

6.3 No health or location data. You will not receive members' health, fitness, or location data, and you must not request it.

6.4 Marketing consent. If you wish to market to members, you must obtain their own opt-in consent at your point of sale, subject to applicable email and text-messaging laws. Clubs HQ does not provide member contact lists for marketing.

6.5 Breach. Notify info@clubshq.us (subject: SECURITY BREACH) within 48 hours of any unauthorized access to member information you hold.

7. Indemnification

To the fullest extent permitted by law, you agree to DEFEND, INDEMNIFY, AND HOLD HARMLESS Clubs HQ, its officers, directors, employees, and agents from any and all claims, lawsuits, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

  • Any injury, illness, death, or property damage occurring on your premises, in your parking areas, or arising from your products, services, or staff;
  • Alcohol served, sold, or provided by you, including dram-shop and third-party claims;
  • Any foodborne illness or product-safety claim;
  • Your failure to honor a published offer, or any claim of deceptive advertising;
  • Your violation of health, safety, accessibility, licensing, or employment laws;
  • Your handling of member personal information; and
  • Any dispute between your business and Platform users, clubs, or organizers.

This obligation survives termination.

8. Intellectual Property License

You grant Clubs HQ a non-exclusive, worldwide, royalty-free license to display your business name, logo, images, and offer descriptions on the Platform to promote your participation and identify you as a partner. You represent that you hold all rights necessary to grant this license. You may not use Clubs HQ's name or marks beyond stating factually that you are a Clubs HQ partner venue, without our written permission.

9. Fees

Participation is free. If we introduce a paid venue tier, we will give you at least 30 days' written notice and your continued participation after the effective date will constitute acceptance; you may close your Venue account at any time instead. If you receive payments through the Platform, the Marketplace and Payment Terms apply. Subscription fees, if any, are governed by the Subscription and Auto-Renewal Policy.

10. Disclaimer and Limitation of Liability

The Platform is provided to you "AS IS", per Section 12 of the Master Terms. Clubs HQ's total aggregate liability to you is limited as set out in Section 13 of the Master Terms. We are not liable for lost profits, lost business, or any indirect or consequential damages.

11. Term and Termination

11.1 Either party may terminate at any time. You may terminate by closing your Venue account.

11.2 We may suspend or terminate immediately for: breach of this Agreement; failure to honor published offers; safety or health violations; reports of discriminatory or unlawful treatment of members; alcohol-service violations; or reputational risk to the Platform.

11.3 Effect. Listings and offers are removed. You must honor any perk a member reasonably redeemed or relied upon before removal. Sections 6, 7, 8, 10, 12, and 13 survive.

12. Dispute Resolution

The dispute-resolution, arbitration, class-action-waiver, and governing-law provisions of Section 18 and Section 19.1 of the Master Terms of Service apply and are incorporated by reference.

13. General

Section 19 of the Master Terms (severability, waiver, assignment, force majeure, entire agreement, notices) applies. If this Agreement conflicts with the Master Terms as to your role, this Agreement controls.

ACKNOWLEDGMENT By clicking "I Agree," creating a Venue account, or publishing an offer through Clubs HQ, you acknowledge that you have read, understand, and agree to be bound by this Venue and Business Partner Agreement.

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