The following Terms and Conditions (“Gameday Terms”) shall apply to your access to and exhibition of the Netflix 2025 Christmas Gameday Licensed Content:

1. 1. 1. Licensed Content. For purposes of this Order Form, the “Licensed Content” means (i) two ( 2 ) NFL games on December 25, 2025, and (ii) pre- and post-game programming in connection with each of the foregoing, in each case, solely to the extent provided via EverPass software and hardware (the “EverPass Platform”) to Customer.
      2. Licensor Discretion. The licensor retains all rights to the Licensed Content. The licensor of the Licensed Content has sole discretion over the programming that is included in the Licensed Content and may modify programs, program elements, promotional, or other materials at any time. EverPass’s ability to provide the Licensed Content is contingent on such content being made available to EverPass by licensor.
      3. Eligibility & Access. Customer’s establishment(s) may access the Licensed Content only if: (i) Customer maintains an active EverPass Core subscription and is current with all payments; and (ii) Customer’s establishment(s) are located in the U.S. and its territories. Customer shall provide true, accurate, and current information for Customer’s establishment(s) for EverPass to determine whether same is qualified and authorized to receive the Licensed Content. Failure to do so may result in such establishment’s loss of access to the Licensed Content. Licensed Content may be blacked out in Customer’s establishment(s) for legal, contractual, or other restrictions. EverPass may suspend or terminate access to Licensed Content if required by a licensor, third party, or applicable law, or if it believes continued distribution may infringe third-party rights.
      4. Users. Customer shall ensure that any access and exhibition of the Licensed Content by individuals authorized by Customer (including Customer’s establishment(s)) who have been supplied user identifications and passwords to access the EverPass Platform (“Users”) comply with these Gameday Terms. Customer shall be responsible for any User’s breach of these Gameday Terms.
      5. Technical Standards. The video and audio quality of Licensed Content exhibited at Customer’s establishment(s) may vary due to Customer’s Internet network bandwidth and the information technology environment capabilities at Customer’s establishment(s). EverPass is not responsible for any degradation, interruption, or variance in quality resulting from such factors.
      6. No Copying; Viewing Restrictions.
         1. Customer is prohibited from making or authorizing any use of any videotape or any other materials of any Licensed Content or portion thereof, including without limitation, copying, duplicating or sublicensing the use of any Licensed Content or portion thereof, or authorizing or permitting the exhibition, whether by way of television broadcasting or otherwise, of any Licensed Content or portion thereof, in any theater, auditorium or other place in which an admission fee is charged specifically to view the Licensed Content telecasts, or doing anything which may impair or infringe the copyright in any Licensed Content or portion thereof.
         2. Customer shall not distribute, display or publicly perform any Licensed Content in an illegal manner, or for an illegal purpose; circumvent, reverse engineer, modify, disable or otherwise tamper with any security technology that EverPass uses to protect Licensed Content or encourage or help anyone else do so; access Licensed Content other than by means authorized by EverPass; or remove any proprietary notices or labels on Licensed Content (for example, watermarks).
      7. No Alterations. Customer will exhibit the Licensed Content in its entirety as provided by EverPass. Customer shall not cut, alter, edit, remove, or modify in any manner any portion of the Licensed Content, including without limitation the advertisements included in the Licensed Content. Customer will not sell sponsorship or advertising inventory in any manner, including without limitation by adding, superimposing, or otherwise editing the feed or any portion of the Licensed Content.
      8. Music. Customer is solely responsible for obtaining and paying any performance rights organization or music license fees required for public performance of the Licensed Content in its establishment(s). EverPass shall have no liability arising from Customer’s access to or exhibition of the Licensed Content, including any obligation to pay performance or music license fees.
      9. Data. EverPass may collect data in connection with Customer’s establishments’ exhibition of the Licensed Content for business purposes. All use and disclosure of such data is governed by the EverPass Privacy Policy available at: https://everpass.com/about-us/privacy-policy/. Without limiting the foregoing, Customer hereby agrees and acknowledges that EverPass may disclose to the third party licensor of the Licensed Content the following data: (i) viewership data from Customer’s establishment(s) related to the Licensed Content and (ii) other data as contractually required by such third party licensor, which may include the name and FCO of such establishment(s).
      10. Intellectual Property. Customer agrees and acknowledges that it does not have the right to use any images, art, trademarks, symbols, logos, or other intellectual property associated with EverPass or the Licensed Content or any portion thereof (the “Gameday Materials”). If EverPass makes available any Gameday Materials to Customer, unless otherwise instructed by EverPass, the Gameday Materials shall only be used to promote the Licensed Content at Customer’s establishment(s) and Customer shall comply with the restrictions and other instructions provided by EverPass regarding the use of Gameday Materials. Customer agrees not to modify such Gameday Materials in any way without prior written approval from EverPass.
      11. Indemnification. Customer shall be responsible for all of Customer’s activity in connection with the Licensed Content. Customer agrees to indemnify, defend and hold EverPass, its officers, directors, employees, and representatives harmless from and against any and all claims, damages, liabilities, expenses (including reasonable attorneys’ fees), losses, judgments and obligations arising out of, or in connection with, Customer’s (for the avoidance of doubt, including Customer’s establishment(s)) (i) access and exhibition of the Licensed Content, (ii) breach of the Gameday Terms, and (ii) use of the Gameday Materials (except as instructed by EverPass).
      12. No Warranties. THE LICENSED CONTENT IS PROVIDED “AS IS” WITHOUT WARRANTIES OF ANY KIND. EVERPASS DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
      13. Limitation of Liability. EXCEPT AS REQUIRED BY APPLICABLE LAW, IN NO EVENT SHALL EVERPASS, OR EACH OF ITS DIRECTORS, EMPLOYEES, REPRESENTATIVES, PARTNERS, OR THIRD-PARTY PROVIDERS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, OR FOR ANY DAMAGES FOR LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE, ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS ORDER FORM, FOR CLARITY INCLUDING THESE GAMEDAY TERMS, INCLUDING BUT NOT LIMITED TO THE ACCESS OR EXHIBITION OF THE LICENSED CONTENT OR ANY PORTION THEREOF, AND THE GAMEDAY MATERIALS, REGARDLESS OF CAUSE, WHETHER IN AN ACTION IN CONTRACT, STRICT LIABILITY OR NEGLIGENCE OR OTHER TORTIOUS ACTION, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT OR THE THIRD-PARTY PROVIDER HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Customer agrees and acknowledges that EverPass’s sole liability if it is unable to provide Licensed Content or any portion thereof, whether arising from the licensor of the Licensed Content, any other third party, or due to EverPass’s acts or omissions, will be to refund Customer’s payment of the Licensed Content fee (or a portion thereof, as applicable), as determined in EverPass’s reasonable discretion. In no event shall EverPass be responsible or liable for content included within or linked from the Licensed Content.
      14. Breach. EverPass may suspend or terminate access to the Licensed Content if Customer breaches (or is suspected of breaching) any applicable terms or agreements, or if Customer’s subscription ends. EverPass is not liable for suspensions or terminations caused by Customer. If termination occurs for reasons not caused by Customer, Customer’s sole remedy is a refund of the applicable fee.
      15. Assignment. Customer may not assign any of its rights or obligations hereunder without the prior written consent of EverPass.
      16. Severability. If any provision of this Order Form is found invalid or unenforceable, it shall be interpreted to reflect the parties’ intent, and all other provisions shall remain in effect.
      17. Governing Law. These Gameday Terms are governed by the laws of New York, and the parties submit to the exclusive jurisdiction of the state and federal courts in New York, New York.
      18. Notices. EverPass may give notice to Customer by notification on the EverPass Platform or electronic mail to Customer’s e-mail address on record. Customer may give notice to EverPass at any time by e-mail to support@everpass.com.
      19. Force Majeure. EverPass is not responsible for any delay, interruption or failure to provide the Licensed Content or any portion thereof due to circumstances beyond EverPass’s reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, internet or other technology disruptions involving hardware, software or power systems not within EverPass’s possession or reasonable control.
      20. No Waiver; Reservation of Rights. The failure of EverPass to enforce any right or provision in the Gameday Terms shall not constitute a waiver of such right or provision. Any rights not expressly granted herein are reserved by EverPass.
      21. Conflict. To the extent that any of the Gameday Terms conflict, or are inconsistent, with any other portion of the Agreement, the Gameday Terms shall prevail. Notwithstanding anything to the contrary in the Agreement, unless expressly set forth in the Gameday Terms, Customer shall not be entitled to any refund or credit, or any other right, in connection with, or arising out of, the Licensed Content or the Gameday Materials.