The customer named on the Peloton invoice or ordering document that references these Commercial Preventative Maintenance Terms & Conditions (“Customer”) hereby offers to purchase from Peloton Interactive, Inc. (“Peloton”) the provision of commercial preventative maintenance services described on the relevant Peloton invoice or ordering document (“Order”) (respectively, “Services”), selected by Customer and designated on an Order. Services may include monthly, quarterly, semi-annual or annual Services subject to the below terms and conditions. These Commercial Preventative Maintenance Terms & Conditions, any addendum(s) attached hereto, together with information contained on the Order, and any additions or revisions mutually agreed to in a signed writing by Customer and Peloton (collectively, this “Agreement”) constitute the entire agreement between Customer and Peloton with respect to the purchase of the Services specified on the Order, supersede all prior oral or written understandings relating thereto, and may not be modified or interpreted by reference to any prior course of dealing, usage of trade or course of performance. Services will only be available to Customer if purchased concurrently with new Peloton commercial connected fitness units (“Products”) from Peloton or an authorized distributor. If an Order or any other communication from Customer contains provisions inconsistent with the provisions hereof, this Agreement will prevail and Peloton hereby notifies Customer of its objection to and rejection of any such provisions stated by Customer, whether or not material, that are in conflict with, inconsistent with, or in addition to those contained in this Agreement. Customer’s payment of Services provided hereunder constitutes Customer’s acceptance of this Agreement. If there is any conflict between the terms and conditions set forth in any such addendum(s) or Order, such conflict shall be resolved by giving precedence in the following order: these Commercial Preventative Maintenance Terms & Conditions, the Order, and applicable addendum.

The Parties agree as follows:

Subject to the terms and conditions set forth in this Agreement, Peloton shall perform the applicable services detailed in a Preventative Maintenance Schedule on the Products listed in one or more Service Orders executed by and between the Parties.

Customer acknowledges and agrees that Peloton may appoint one or more sub-contractors to perform any of the Services set forth in this Agreement; provided, any such sub-contractor shall at all times perform the Services in accordance with the terms and conditions set forth herein.

Other Services: Any parts required to repair any Product or any additional services in excess of the Services set forth above will be at an additional cost to this Agreement, unless covered under existing warranty. Any and all additional costs for parts, repairs, or services, however, must be approved in writing by Customer prior to Peloton’s performance of any such additional repairs or services.

Compensation: Customer agrees to pay Peloton the service fees set forth in any Service Order (“Fees”). Payment is due upon purchase of the Products. Payments for Services are not refundable.

Term: This Agreement will commence on the Effective Date and will continue in full force and effect for the time period indicated in the Order.

General Terms and Conditions

This Agreement is subject to the following terms and conditions:

This Agreement and any Exhibit or fully executed Order attached hereto represents the entire and integrated agreement between the Parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Agreement may be amended only by written instrument signed by both Customer and Peloton.

Peloton agrees to perform the Services in a proper and expeditious manner and in accordance with good industry practice. Peloton shall not be responsible for failure to render the Services for causes beyond its control, including strikes and labor disputes.

Peloton shall comply with all applicable codes, laws, rules and regulations of federal, state or local authorities as they affect performance of its Services. Peloton shall be responsible for any and all damages incurred by Customer resulting from Peloton’s failure to comply with said codes, laws, rules and regulations. Peloton shall procure, at its expense, all permits and licenses which may be required to perform its Services.

Peloton shall be responsible to the Customer for acts and omissions of Peloton’s employees and any other persons or entities performing portions of the Services for or on behalf of Peloton.

Customer acknowledges that it does not rely on, and waives any claim relating to, any recommendation or instruction given to Customer by Peloton or any of its representatives regarding the specifications, storage, handling, maintenance or use of Products and Services, which recommendation or instruction is followed or acted upon entirely at Customer’s own risk. Customer acknowledges that it is purchasing Services on Products to be used by Customer’s own end users. To the fullest extent allowed by law, Peloton shall not be liable to these end users, and Customer agrees to indemnify Peloton for any injuries or damages incurred in connection with its users’ use of the Products and Services. There are inherent risks in the use of exercise equipment, and all users’ use of the Products is at their own risk.

At all times Peloton shall carry and maintain in full force and effect, at its sole expense, Comprehensive General Liability insurance in an amount of $1,000,000.00 per occurrence. Peloton agrees that it is engaged as an independent contractor and that all persons performing Services hereunder are employees, agents or sub-contractors of Peloton. Peloton further agrees that it will be solely responsible for the payment of all taxes and benefits required by law for said employees, agents or sub-contractors, without liability to Customer.

Peloton acknowledges that it is solely responsible for all withholding, social security, self-employment, worker’s compensation, unemployment compensation, benefits and any and all other employment taxes and/or considerations generally paid by an employer to an employee. Customer shall in no manner, and for no purpose whatsoever, be responsible for any benefits, taxes, or other considerations or conditions of employment or service for Peloton or its employees.

All notices required or permitted hereunder shall be in writing and shall be deemed duly given and received when delivered via email to the addresses shown on the Service Order if to Customer and to notices@onepeloton.com if to Peloton.

This Agreement shall be governed by and construed in accordance with the laws of the State of New York. The Parties submit to the jurisdiction and venue of the State and Federal Courts in New York and waive any claim that the same is an inconvenient forum.

Duties and obligations imposed by this Agreement and rights and remedies available hereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by law. No action or failure to act by the Customer or Peloton shall constitute a waiver of a right or duty afforded them under this Agreement, nor shall such action or failure to act constitute approval of or acquiescence in a breach hereunder, except as may be specifically agreed in writing.

All of the Parties to this Agreement have participated fully in its negotiation and preparation and, accordingly, this Agreement shall not be more strictly construed against any one of the Parties hereto.

In the event any term or provision of this Agreement is determined by an appropriate judicial authority to be illegal or otherwise invalid, such provision shall be given its nearest legal meaning or be construed as deleted as such authority determines, and the remainder of the Agreement shall be construed to be in full force and effect. This Agreement is entered into as of the date noted on the applicable Order.