25.  Plaintiff incorporates by reference and re-alleges each and every  paragraph above as though fully alleged herein.   26.  Plaintiff and each Class Member entered into a Membership  Agreement with Massage Envy and/or Massage Envy’s franchisee clinics.   27.  Plaintiff and each Class Member obliged by the Membership  Agreement by pre-paying Massage Envy for the massage services that were  subject to the refund clause in Massage Envy’s Membership Agreement.   28.  No additional conditions besides payment of membership charges  are contractually required of Plaintiff and Class Members for Massage Envy to  perform the massage services for Plaintiff and Class Members.   29.  Massage Envy and its agents and privies franchisee clinics breached  the Membership Agreement’s refund clause by failing to provide refunds for  unredeemed prepaid “paid in full” membership services upon Class Members  that either cancelled or fell into arrears.    30.  Massage Envy instituted its forfeiture policies as a method to  compel timely payment, penalize non-payment, and as a means to unjustly  increase revenue without having to provide massage services (i.e., as a means to  generate unfair profits).  Massage Envy had no good faith business rationale for  its forfeiture policies.   32.  Plaintiff incorporates by reference and re-alleges each and every  paragraph above as though fully alleged herein.   33.  The Membership Agreement contains as a matter of law an implied  covenant of good faith and fair dealing.   34.  Massage Envy interferes with and frustrates Plaintiff’s and Class  Members’ ability to obtain the benefits of their Membership Agreements by  forfeiting all their prepaid massages upon cancellation.   35.  As a direct and proximate result of Massage Envy’s breaches of the  implied covenant of good faith and fair dealing, Plaintiff and each Class Member  has sustained loss, cost, damage, and expense in an amount to be proven at trial.  36.  Plaintiff incorporates by reference and re-alleges each and every  paragraph alleged above as though fully alleged herein.   37.  The UCL prohibits business practices or acts that are unlawful,  unfair, or fraudulent.   9.  Massage Envy markets itself as a “pioneer and national leader of  affordable massages and spa services.”  Massage Envy has over 700 clinics  nationwide with approximately 132 of these locations in California.  Massage  Envy employs approximately 16,000 massage therapists making it one of the  largest employers of licensed/registered massage therapists in the United States.   Massage Envy has since acquired over 1 million members at all clinic locations.   A.  Allegations Concerning All Class Members   COLLECTIONS COSTS, INCLUDING REASONABLE ATTORNEYS FEES..  .  6-lnappropriate behavior from clients or therapists will not be tolerated in any manner. We request that you immediately notify the CliniC Administrator for appropriate  action. We have the right to refuse or discontinue service at any time for any 'reason. Member agrees to follow all clinic rules and regulations. Violation of clinic rules and  regulations may result in suspension or cancellation of your membership. Member will be r"esponsible for payment in full upon revocation of membership. We reserve the  right to change clinic rules, regulations or pricing at any time upon reasonable notice. In addition, Massage Envy cannot be responsible for lost or stolen articles.  .  On Behalf of Plaintiff and All Class Members for  Breach of the Implied Covenant of Good Faith and Fair Dealing   On Behalf of Plaintiff and All Class Members for Unfair Competition Under  California Business & Professions Code §17200, et seq. (the “UCL”)   On Behalf of Plaintiff and All Class Members for Breach of Contract   On Behalf of Plaintiff and All Class Members for Declaratory Relief Under  the Declaratory Judgment Act, 28 U.S.C. § 2201  