NFL Sunday Ticket Terms & Conditions (the “NFLST Terms”)

1. Content: Some NFL Sunday Ticket content may not be authorized, and therefore may not be available, for particular geographic areas, or time zones, and NFL Sunday Ticket Content may not be authorized, and therefore may not be available, for certain devices (i.e., non-fixed screens). In addition, some programming may be subject to local or regional blackout, in which case, such programming will not be available via NFL Sunday Ticket. The NFL has sole discretion over the programming that is included in NFL Sunday Ticket and may modify programs, program elements, promotional or other materials at any time. For avoidance of doubt, such modifications shall not entitle Customer to any refund or credit (in whole or in part) of the NFL Sunday Ticket subscription fee for the NFL season (“NFL Sunday Ticket Subscription Fee”).

2. Territory: NFL Sunday Ticket and the NFL Sunday Ticket content is only available in the fifty United States and the District of Columbia, Puerto Rico and the U.S. Virgin Islands (the “NFLST Territory”). For clarity, with respect to airplanes, the NFLST Territory includes only those flights that both depart from and arrive at locations within the NFLST Territory. Customer agrees that it will not misrepresent the location of any of its commercial establishments and neither it nor any of its commercial establishments will access Third-Party Content outside of the applicable territory. EverPass has the right to block access to Third-Party Content at any commercial establishment that EverPass has reason to believe is outside of the applicable territory.

3. Commercial Establishments: NFL Sunday Ticket is only available in the NFLST Territory for certain commercial establishments.

4. Cancellation; Automatic Renewals:

1. Upon Customer’s purchase of an NFL Sunday Ticket Subscription, whether on an installment plan or otherwise, and subject to Customer’s applicable non-renewal rights for any Renewal Subscription Term, NFL Sunday Ticket is non-cancellable and Customer is responsible for the full NFL Sunday Ticket Subscription Fee for each such Subscription (i.e., the NFL Sunday Ticket Subscription Fee cannot be cancelled or refunded (in whole or in part)).
2. Customer’s NFL Sunday Ticket Subscription is an initial Subscription commitment for the upcoming or current NFL season, commencing upon the execution of the applicable Subscription Form (i.e. the “Contract Date” of the Subscription Form); provided, however, that the Subscription Term will be deemed an annual term solely for billing, renewal, and contract administration purposes, regardless of Customer’s payment arrangement or the NFL season schedule. If EverPass then-carries NFL Sunday Ticket, the Subscription will automatically renew for the next NFL Sunday Ticket season as a new annual Subscription Term at the then-applicable retail price (based on the commercial establishment type and FCO, if applicable), absent an alternative renewal pricing agreement between Customer and EverPass, unless either party provides notice of non-renewal at least fifteen (15) days prior to the end of the current Subscription Term. Customer will be charged under the same installment structure as the prior Subscription Term unless otherwise communicated by EverPass.
3. If Customer initially subscribes after the NFL season has commenced, the Initial Term will be deemed to have commenced on the business day immediately preceding the start of that NFL season for purposes of determining the renewal date.
4. For the avoidance of doubt, once the first weekend game of an NFL season has commenced, Customer’s NFL Sunday Ticket Subscription for that season is non-cancellable. If Customer’s Subscription is terminated for any reason during an NFL season, Customer shall not be entitled to any refund or credit for the remainder of that season.

5. Restrictions: The terms and conditions applicable to Third-Party Content in the Master Subscription Agreement apply to NFL Sunday Ticket.

6. Payment: If Customer is eligible for, and elects, to pay for an NFL Sunday Ticket Subscription on an installment payment plan, Customer shall be responsible for the full amount of the NFL Sunday Ticket Subscription Fee once Customer executes the Subscription Form. Once Customer purchases an NFL Sunday Ticket Subscription, Customer agrees to make, and authorizes EverPass to charge, Customer’s designated payment method on a recurring basis for all remaining payments for the NFL Sunday Ticket Subscription for that NFL season as they become due. Customer is responsible for paying the full NFL Subscription Fee for the applicable NFL season, and is obligated to continue making payments until Customer meets its commitment. Customer will not dispute any of the installment payments with Customer’s bank, provided the transactions correspond to these and any other payment terms included in the NFLST Terms, the Subscription Form, and the Master Subscription Agreement. EverPass may accept late or partial payments with respect to any NFL Sunday Ticket Subscription Fee, or delay in enforcing its rights, without waiving any of its rights. Regardless of any suspension or loss of access to or use of the NFL Sunday Ticket Subscription due to failure of Customer to make a payment of its NFL Sunday Ticket Subscription Fee, Customer must pay the remaining balance of the NFL Sunday Ticket Subscription Fee. EverPass reserves the right to send unpaid debts to a collection agency, notwithstanding the Arbitration Agreement and Pre-Dispute Resolution Process below.

7. Trademarks and Copyrights: NFL, the NFL Shield design and the NFL Sunday Ticket name and logo are registered trademarks of the NFL and its affiliates. NFL team names and uniform designs are registered trademarks of the teams indicated. Customer will have no right to use registered NFL trademarks, NFL copyrighted content, or any other intellectual property owner or controlled by the NFL and/or its member clubs without express written permission from EverPass or the NFL.

8. Third-Party Beneficiaries: Customer acknowledges and agrees that the National Football League, any present or future parents, subsidiaries, and corporate affiliates, and the NFL member professional football clubs (collectively, the “Third-Party Beneficiaries”) are each third-party beneficiaries of the Agreement (for clarity, including these NFLST Terms), including but not limited to with respect to the Class Action Waiver, Small Claims Court, Arbitration Agreement, and Pre-Dispute Resolution Process terms contained in Sections 10, 11, 12, and 13 below. Upon Customer’s purchase of an NFL Sunday Ticket Subscription, the Third-Party Beneficiaries will each have the right (and Customer will be deemed to have accepted their right) to enforce the terms of the Agreement against Customer as third-party beneficiaries hereof.

9. Precedence: If there is a conflict between any part of these NFLST Terms and the remainder of the Agreement, the terms of these NFLST Terms will take precedence and apply to the NFL Sunday Ticket Subscription.

10. Class Action Waiver: NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ANY PROCEEDINGS TO RESOLVE, ARBITRATE OR LITIGATE ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT (FOR CLARITY, INCLUDING THESE NFLST TERMS), INCLUDING, BUT NOT LIMITED TO, THE PROVISION OF ANY SUBSCRIPTION (INCLUDING, BUT NOT LIMITED TO, NFL SUNDAY TICKET) TO CUSTOMER, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, NEITHER CUSTOMER NOR EVERPASS WILL SEEK TO HAVE ANY DISPUTE HEARD AS A CLASS ACTION OR IN ANY OTHER PROCEEDING IN WHICH EITHER PARTY ACTS OR PROPOSES TO ACT IN A REPRESENTATIVE CAPACITY. No arbitration or proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. FOR THE AVOIDANCE OF DOUBT, UNDER NO CIRCUMSTANCE, INCLUDING IF THIS CLASS ACTION WAIVER IS VOIDED OR FOUND UNENFORCEABLE, DO THE PARTIES CONSENT TO ARBITRATE ON A CLASSWIDE BASIS.

11. Small Claims Court: Notwithstanding anything to the contrary in the Agreement, any dispute arising out of or relating to the Agreement, including but not limited to, the provision of any subscription (including, but not limited to, NFL Sunday Ticket) to Customer, that falls within the jurisdictional scope and limits of the small claims court where Customer is located must be brought in that court on an individual basis. Such disputes must remain in small claims court and may not be removed or appealed to a court of general jurisdiction. The party initiating the small claims court proceeding shall submit a certification of compliance with the Pre-Dispute Resolution Process set forth in Section 13 below to that court. The certification shall be personally signed by that party (and counsel, if represented).

12. Arbitration Agreement: Notwithstanding anything to the contrary in the Agreement (and except as set forth in Section 6 of the NFLST Terms):

1. Customer and EverPass agree that the Agreement affects interstate commerce and that the Federal Arbitration Act governs the interpretation and enforcement of the arbitration provisions. Only to the extent not inconsistent with the substantive and procedural provisions of the Federal Arbitration Act, the laws of the State of Delaware govern interpretation of other aspects of the Agreement (for clarity, including this Order Form), without regard to conflicts of laws principles.
2. With respect to any and all disputes arising out of or relating to the Agreement, including but not limited to NFL Sunday Ticket, Customer and EverPass agree to first negotiate in good faith to achieve a mutually satisfactory resolution, as provided in Section 13 below, before initiating a proceeding in any forum except as specifically set forth below.
3. Except as otherwise provided herein, all disputes arising out of or relating to the Agreement, including, but not limited to, the provision of NFL Sunday Ticket to the Customer, that cannot be settled through informal negotiation will be settled exclusively through confidential binding arbitration administered by the American Arbitration Association (“AAA”). Except as modified by this Arbitration Agreement (“Arbitration Agreement”), AAA shall administer the arbitration in accordance with the Commercial Arbitration Rules and/or the Mass Arbitration Supplementary Rules, as applicable (the “AAA Rules”). The place of arbitration shall be New York, New York. The number of arbitrators shall be one. The AAA Rules and fee information are available at “https://www.adr.org/commercial.” If AAA is unable or unwilling to administer the arbitration consistent with the terms of this Arbitration Agreement, the parties shall agree on an alternate administrator that will do so (provided that if the AAA determines it must apply more than one filing and/or administrative fee to a batch, notwithstanding the parties’ agreement in Section 12(f) below, the AAA shall continue to administer the relevant arbitration(s)). If the parties cannot agree, they shall petition a court of competent jurisdiction in the State of Delaware to appoint an alternate administrator that will do so.
4. The demand for arbitration must be personally signed by the party initiating arbitration (and their counsel, if represented). By signing the demand for arbitration, a party (and their counsel, if represented) certifies that they have complied with all of the requirements of Federal Rule of Civil Procedure 11(b), including that the claims and relief sought are neither frivolous nor brought for an improper purpose. The arbitrator is authorized to award any relief or impose any sanctions available under Federal Rule of Civil Procedure 11 or applicable federal or state law against all appropriate persons (including counsel) as a court would. During the arbitration, the amount of any settlement offer made by Customer or EverPass may not be disclosed to the arbitrator until after the arbitrator makes a final decision and award (if any).
5. The arbitrator may award relief, including, but not limited to, monetary, declaratory, injunctive, or other equitable relief only in favor of the individual party seeking relief (for clarity, not any relief that affects other EverPass customers or users) and only to the extent necessary to provide relief warranted by that party’s individual claim. If a court decides that applicable law precludes enforcement of the foregoing limitations as to a particular claim or remedy (such as declaratory or injunctive relief), then that claim or remedy (and only that claim or remedy) must be severed from the arbitration and must be brought in the federal or state courts of the State of Delaware (unless the parties mutually agree otherwise), and the parties consent to personal and exclusive jurisdiction in these courts. The remaining claims and remedies will still be resolved through binding arbitration. The parties also agree that for disputes that involve both claims that must be decided in arbitration and claims that must be severed pursuant to this subsection, to the extent permitted by applicable law, Customer and EverPass will first submit the claims and remedies that are subject to arbitration to arbitration pursuant to this binding Arbitration Agreement. The arbitrator will not be permitted to adjudicate the claims or remedies that must be severed. Once the arbitration of the claims or remedies subject to arbitration has concluded, you and/or we may submit the claims or remedies that must be severed pursuant to this subsection to the federal or state courts of the State of Delaware to the extent otherwise permitted by law. The arbitrator may consider but will not be bound by rulings in other arbitrations where Customer and EverPass were not both parties. The arbitrator’s award shall be binding and may be entered as a judgment in a court of competent jurisdiction. Customer agrees that Customer or EverPass may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Delaware, as necessary to protect their rights or property (including intellectual property rights) pending the completion of arbitration. In addition, a court of competent jurisdiction in the State of Delaware shall have exclusive authority to resolve any dispute relating to the interpretation, validity, scope, applicability, or enforceability of this binding arbitration agreement. Notwithstanding the foregoing, either party may bring claims to enforce intellectual property rights in a court of competent jurisdiction in the State of Delaware. Regardless of whether a dispute is resolved by a court or pursuant to arbitration under the terms of this Section, Customer and EverPass agree that the dispute is subject to the class action waiver provision in Section 10. If any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Section 12. For the avoidance of doubt, under no circumstances do the parties consent to arbitrate on a classwide basis.
6. To promote efficient handling of arbitration demands, if 50 or more substantially similar demands are filed against EverPass (or any third party entitled to enforce the terms of this Section 12) where representation of all parties is consistent or coordinated across cases, the AAA will promptly take steps to: (1) administer the demands in batches of 50 (plus a final batch consisting of any remaining demands); (2) appoint one arbitrator for each batch; (3) consider each batch as a single consolidated arbitration with one set of filing and administrative fees per side, one procedural calendar, one hearing (if any) in a place to be decided by the arbitrator, and one final award (taken together, the “Batch Arbitration” process); and (4) take other steps as necessary for a speedy and efficient resolution of the demands. Demands are of a “substantially similar nature” if they arise out of or relate to the same event or facts, raise similar legal issues, and seek similar relief. If the parties disagree on whether the Batch Arbitration process in this Section 12(f) applies, or the AAA declines to implement this Batch Arbitration process as set forth herein, the AAA will appoint an arbitrator to decide that issue, who may prescribe procedures or revisions only to the extent necessary to resolve the disagreement or permit AAA to otherwise implement the Batch Arbitration process. The Batch Arbitration process does not authorize a consolidated, joint, or mass arbitration or action other than as set forth in this section, and in no circumstances is a class or collective action authorized.

13. Mandatory Pre-Dispute Resolution Process:

1. Customer and EverPass will use reasonable, good faith efforts to resolve any dispute through consultation, cooperation, and good faith negotiations in accordance with the following process (“Pre-Dispute Resolution Process”):
   1. First, the party will send a written notice of dispute to the other party by certified U.S. mail, return receipt requested, or nationally recognized overnight delivery service or, only if the other party has not provided a current physical address, then by electronic mail. EverPass’s address for this notice is as follows:EverPass Media II, LLC
      Attn: Legal Department
      200 W. Adams Street, Suite 2905
      Chicago, IL 60606

      Customer shall also send a copy of such notice to EverPass via email to legalnotice@everpass.com.

   2. Such notice shall include, if available: (a) the name of the person making the claim, (b) the email address associated with the subscription which is the subject of the dispute, (c) a description of the nature and basis of the claim, and (d) the specific relief desired.
   3. EverPass shall have the right to change its notice address for purposes of this Section 13(a)(i) upon written notice to Customer.
2. If Customer and EverPass are unable to resolve the dispute within 60 days after the notice is received, either party may proceed to commence an arbitration or an action in small claims court, consistent with Sections 11 and 12 above. Customer agrees that Customer or EverPass may seek any interim or preliminary relief from a court of competent jurisdiction in the State of Delaware, as necessary to protect their rights or property (including intellectual property rights) pending completion of the Pre-Dispute Resolution Process.

14. Judicial Forum for Non-Arbitrable Disputes: Notwithstanding anything to the contrary in the Agreement, other than claims that must be resolved through binding arbitration (or that may be brought in small claims court), any disputes (i) relating to an intellectual property rights claim under Section 12(e), or (ii) if the entirety of the Arbitration Agreement is found to be unenforceable by a court under Section 12(e) will be litigated exclusively in the federal or state courts of the State of Delaware; the parties consent to personal and exclusive jurisdiction in these courts.