Last Updated: March 9, 2026

This Master Subscription Agreement (“MSA”) (together with all Subscription Forms electronically submitted or executed by Customer, the Content-Specific Terms incorporated by reference herein, and any Riders mutually executed by the Parties, this “Agreement”) governs the purchase, access, and use by you (the “Customer” or “you”) of the Services provided by EverPass Media II, LLC, a Delaware limited liability company (“EverPass”, “us” or “we”), EverPass and Customer are also referred to as the “Parties” and each, individually, as a “Party”. For clarity, the Customer is the person or entity that owns or operates the business using the Services. Any person accepting the terms and conditions of this Agreement on behalf of Customer represents and warrants that they have the authority to bind the Customer and its Affiliates.

YOU ACCEPT THIS AGREEMENT BY EXECUTING AND DELIVERING (WHETHER MANUALLY OR ELECTRONICALLY) A SUBSCRIPTION FORM. ADDITIONALLY, ANY ACCESS OR USE OF THE SERVICES SHALL CONSTITUTE YOUR ACCEPTANCE OF THESE TERMS. IF YOU DO NOT AGREE WITH ALL TERMS HEREIN, YOU MUST NOT ACCEPT THIS AGREEMENT AND CANNOT USE THE SERVICES OR EXHIBIT THE CONTENT.

BY ACCEPTING THIS AGREEMENT, YOU AGREE TO BE BOUND BY ALL ITS TERMS AND CONDITIONS, INCLUDING BINDING ARBITRATION RATHER THAN JURY TRIALS (SEE SECTION 15.5), A CLASS ACTION WAIVER (SEE SECTION 15.1), AND AUTOMATIC RENEWAL (SEE SECTION 9.3).

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

1. DEFINITIONS Terms used throughout this Agreement shall have the following meanings:

“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

“Applicable Law” means any federal, state, local or similar statute, law, ordinance, regulation, rule, code, treaty, common law, order, requirement or rule of law (including common law).

“Authorized Location” means Customer’s commercial establishment(s) or location(s) identified on the applicable Subscription Form for access to the Services.

“Content” means, collectively, EverPass Included Content (defined below) and Third-Party Content (defined below).

“Content-Specific Terms” means the additional terms and conditions applicable to certain Content based on Licensor or other applicable requirements, made available at https://everpass.com/content-terms/ and which may be updated from time to time.

“EverPass Core” means the EverPass platform for access to Content streaming, scheduling, and screen control. Live streaming Content is available only through EverPass Core.

“EverPass Engage” means the EverPass marketing and engagement platform that facilitates the display of (a) Customer’s promotional content and campaigns, and (b) EverPass-provided short-form video channels.

“EverPass Included Content” means content licensed by EverPass from third-party Licensors and made available to Customer through EverPass Core at no additional cost, as determined by EverPass in its sole discretion from time to time.

“EverPass Software” means EverPass Core, EverPass Engage, and/or any other proprietary software provided by EverPass that Customer subscribes to per the applicable Subscription Form. EverPass Software may incorporate or rely upon third-party components, including software and related technologies.

“Hardware” means the equipment identified on an applicable Subscription Form and used to provide the Services, together with any additional equipment that EverPass provides to Customer in connection with the Services.

“Licenses” means, collectively, all licenses and sublicenses granted to Customer under this Agreement.

“Licensor” means the entity granting EverPass a right to distribute Third-Party Content and/or EverPass Included Content under this Agreement.

“Services” means, collectively, the EverPass Software, Hardware, EverPass Included Content, and Third-Party Content made available to Customer pursuant to this Agreement.

“Subscription” means an active commitment by Customer to access and use Services during the Subscription Term and to pay all fees associated therewith, as set forth in a Subscription Form.

“Subscription Form” means the ordering document or electronic submission form provided by EverPass detailing Customer’s Subscription(s), Hardware, and associated fees, which is executed by Customer (signature, electronic acceptance, click-through acknowledgement, or similar mechanism shall constitute Customer’s acceptance). All Subscription Forms are incorporated into this Agreement. For the avoidance of doubt, documents titled “Order Form,” “Quote” or similar designation are deemed Subscription Forms for purposes of this Agreement.

“Subscription Term” means the period during which Customer is authorized to access and use a Subscription, as set forth in the applicable Subscription Form, including any Renewal Subscription Terms (as defined in Section 9.3). Each Subscription may have a different Subscription Term.

“Third-Party Content” means content licensed by EverPass from third-party Licensors and made available to Customer through EverPass for an additional fee, as set forth in an applicable Subscription Form.

“Users” means individuals authorized by Customer to access and operate the Services on Customer’s behalf, including employees, consultants, contractors, and agents of Customer, who have been provided user identifications and passwords by Customer (or by EverPass at Customer’s request).

2. EVERPASS LICENSES

2.1 License to EverPass Software. Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, upon Customer’s purchase and maintenance of a Subscription to EverPass Software, EverPass grants Customer a nonexclusive, limited, revocable, nonsublicensable, and nontransferable license, solely during the applicable Subscription Term, to access and use the EverPass Software at Customer’s Authorized Location(s) (as identified in an applicable Subscription Form).

2.2 License to EverPass Included Content. Upon Customer’s purchase and maintenance of an EverPass Software Subscription, as applicable, EverPass Included Content is made available to Customer at no additional cost. The EverPass Included Content available to Customer may vary depending on Customer’s Subscription(s). Subject to Customer’s compliance with this Agreement and any applicable Content-Specific Terms (See Section 4.2 below), and Customer’s timely payment of all applicable fees, EverPass grants Customer a nonexclusive, limited, revocable, nonsublicensable, and nontransferable license to access and exhibit the EverPass Included Content, solely at Customer’s Authorized Location(s) during the applicable Subscription Term(s). EverPass Included Content is subject to change at any time in EverPass’s sole discretion, and Licensors retain sole discretion over the programming included therein. EverPass shall have no liability if it is unable to provide any specific EverPass Included Content for any reason.

3. HARDWARE

3.1 Hardware. Customer acknowledges that EverPass-provided Hardware may be required for the delivery of the Services, including Customer’s access to and use of the EverPass Software. Subject to Customer’s compliance with this Agreement and timely payment of all applicable fees, and solely during the applicable Subscription Term, EverPass shall provide Hardware for Customer’s use. Unless Hardware is purchased by agreement of the Parties and expressly specified in the applicable Subscription Form, Hardware is provided as a bailment on a temporary basis, does not constitute a sale, and Customer acquires no ownership rights therein. Applicable fees for the Hardware are set forth in Customer’s Subscription Form. EverPass may require Hardware changes or upgrades to ensure continued compatibility with the Services, including upon Subscription renewal, and any such changes or upgrades may be subject to an additional fee.

3.2 Hardware Return. Unless waived by EverPass, at the conclusion of all Subscription Terms or upon earlier termination of this Agreement, Customer shall return all Hardware (including software loaded thereon) to EverPass in good condition, normal wear and tear excepted, as directed by EverPass. Possession transfers to EverPass upon receipt. EverPass may, in its sole discretion, waive the return obligation, in which case Customer shall dispose of the Hardware per EverPass’s instructions.

3.3 Installation. Customer is solely responsible for installing Hardware. From delivery by, or on behalf of, EverPass to the common carrier for shipment to Customer until return to EverPass (or disposal if return is waived), Customer is solely responsible for the full replacement cost of any Hardware that is lost, stolen, or damaged.

3.4 Use of Hardware. EverPass retains all rights, title, and interest in all Hardware unless otherwise specified in Customer’s Subscription Form or Rider (as applicable). Hardware may be used only with an active Subscription. Upon expiration, termination, pause, or nonpayment of any Subscription, the Hardware may be deactivated and may not be reused for any future Subscription or other purpose. Any future Subscription may require updated or replacement Hardware and payment of all associated fees.

3.5 Warranty Disclaimer. Hardware is purchased by EverPass from a third-party vendor. EverPass does not provide warranties for Hardware and disclaims all liability arising therefrom. To the extent available, EverPass will pass through any manufacturer warranties or indemnities and use commercially reasonable efforts to assist Customer in pursuing warranty claims. Customer’s remedy for Hardware is limited to the applicable manufacturer’s warranty. Notwithstanding the foregoing, EverPass may, in its sole discretion, provide replacement Hardware.

4. THIRD-PARTY CONTENT; THIRD-PARTY SERVICES

4.1 Third-Party Content. Provided that Customer maintains an active Subscription to EverPass Core, Customer may purchase Subscriptions to certain Third-Party Content (e.g., NFL Sunday Ticket and Peacock Sports Pass) for an additional fee, as set forth in an applicable Subscription Form. Subject to Customer’s compliance with this Agreement and any applicable Content-Specific Terms (See Section 4.2 below), and Customer’s timely payment of all applicable fees, EverPass grants Customer a nonexclusive, limited, revocable, nonsublicensable, and nontransferable license to access and exhibit the applicable Third-Party Content at Customer’s Authorized Location(s) during the applicable Subscription Term(s).

4.2 Content-Specific Terms. Certain Content may be subject to additional terms and conditions based on Licensor or other requirements (“Content-Specific Terms“), available at https://everpass.com/content-terms/ and are hereby incorporated into this Agreement. By accessing or exhibiting such Content, Customer agrees to be bound by applicable Content-Specific Terms. In the event of a conflict between the Content-Specific Terms and any other part of this Agreement, the Content-Specific Terms shall govern with respect to the applicable Content. EverPass may update Content-Specific Terms from time to time and Customer’s continued access to, or exhibition of, the applicable Content constitutes acceptance of the updated Content-Specific Terms.

4.3 Third-Party Services. Content may be delivered in conjunction with the Services through application programming interfaces (APIs) or other services operated or provided by third parties (“Third-Party Services”). EverPass is not responsible for the operation, delivery, or availability of any Third-Party Services. The Third-Party Services may require Customer to provide additional information, take additional actions, or obtain necessary rights. Customer is solely responsible for complying with all such terms and requirements.

4.4 Third-Party Disclaimers. Except as expressly provided in this Agreement, EverPass makes no representations or warranties regarding any Third-Party Content, Third-Party Services, or any Licensor. Any interactions between Customer and a third party are solely between such parties and subject to the third party’s applicable terms. EverPass shall have no liability for any failure of any third party to provide Third-Party Content or Third-Party Services; provided that, for undelivered Third-Party Content, Customer’s sole remedy shall be a refund of amounts, if any, actually refunded to EverPass by the applicable Licensor.

5. OWNERSHIP

5.1 EverPass Ownership. As between the Parties, EverPass owns and retains all right, title, and interest in the EverPass Software, Confidential Information, Documentation, and any copies and derivative works thereof, including all intellectual property rights therein.

5.2 Licensor Ownership. Subject to the limited rights expressly granted hereunder, the Licensors shall own and retain all right, title, and interest in and to their respective Content. No rights are granted to Customer hereunder other than as expressly set forth herein.

5.3 Feedback. Customer may provide suggestions, enhancement requests, recommendations or other feedback to EverPass with respect to the Services (“Feedback”). Customer hereby grants EverPass a nonexclusive, royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use and exploit the Feedback for any purpose

5.4 CUSTOMER DATA

1. “Customer Data” means any data, information, or other materials submitted by or collected from Customer, its Users, its patrons, and/or its usage of the Services. Customer acknowledges that EverPass collects Customer Data (e.g., establishment name, viewership data, consumption data, business address, email addresses, names of authorized contacts) for business purposes, which may include personally identifiable information. To the extent Customer Data includes personally identifiable information, the collection, use, and disclosure of such information is subject to the EverPass Privacy Policy available at https://everpass.com/about-us/privacy-policy/.
2. Customer grants to EverPass a nonexclusive, worldwide right to copy, adapt, transmit, communicate, display, distribute, and create compilations and derivative works of Customer Data for the purpose of (i) providing the Services, (ii) improving or enhancing the Services, and (iii) as set forth in the EverPass Privacy Policy. This license includes the right to compile and disclose statistics derived from Customer Data, provided that such statistics do not directly identify Customer or its Users. Customer is solely responsible for all data and materials submitted to EverPass by or on behalf of Customer (including by its Users and patrons), including the accuracy and legality thereof, and for obtaining all necessary consents and making all required disclosures in connection therewith. Customer acknowledges that Customer Data may be transferred outside of the jurisdiction where Customer or its Users are located.
3. EverPass shall own all right, title, and interest in and to any compilations, aggregates, analyses, enhancements, learnings, and other derivative works of or from Customer Data created by or on behalf of EverPass (for clarity, excluding the underlying Customer Data). EverPass shall also own all data, insights, and analytics generated from Customer’s use of the Services, including viewership data and usage analytics (“Analytics Data“). EverPass may use Analytics Data in aggregated, anonymized form for any purpose, including reporting and product improvement.

6. TERMS OF USE; RESTRICTIONS

6.1 Competitor Access Prohibition. You shall not access the Services if you are a direct competitor of EverPass, or for purposes of benchmarking, competitive analysis, or monitoring availability, performance, or functionality, without EverPass’s prior written consent.

6.2 Authorized Use. All Licenses are solely for use and exhibition within the Authorized Location(s). Customer shall not access, use, or exhibit the Services at any location other than the Authorized Location(s). Customer represents that the business type and location for each Authorized Location identified on its Subscription Form are accurate and current and agrees to promptly update such information during the Subscription Term. Only Users may operate the Services, and only through Hardware provided by EverPass or as otherwise authorized by EverPass. Customer shall use reasonable efforts to prevent unauthorized access and promptly notify EverPass of any unauthorized access or use.

6.3 Transfers. Customer may request to transfer the Services from one location to another, subject to EverPass’s prior written approval in its sole discretion. Any approved transfer is permitted solely between locations owned and operated by Customer and does not constitute, or permit, any assignment or transfer to a third party or Affiliate.

6.4 Geographic Restrictions. Content may be subject to geographic restrictions, and certain Content is only available within certain territories (e.g., within the United States). EverPass may use technologies or other methods to verify that Customer is accessing the Services from an Authorized Location. EverPass may block access at any ineligible or out-of-territory location. If Customer uses the Services or relocates the Hardware outside its Authorized Location, EverPass may, at its sole discretion, terminate this Agreement upon notice. Notwithstanding any such termination, Customer remains liable for all fees for the remainder of the then-current Subscription Term.

6.5 Prohibited Exhibition Practices. Customer shall not distribute, display, or publicly perform any Content in an open public space (e.g., public squares, parks, or parking lots), as part of a public viewing party (e.g., an organized off-premises event), or in any unlawful manner. Customer shall not charge any fee specifically for viewing the Content, nor permit its exhibition in any theater, auditorium, or similar venue where an admission fee is charged specifically to view Content. Standard cover charges, food, beverage, or other pricing not tied to the Content are not restricted by this Agreement.

6.6 Use Restrictions. Customer shall not (and shall not permit any third party to): (i) circumvent, reverse engineer, modify, disable, or otherwise tamper with any security technology that EverPass uses to protect or restrict access to the Services or Content; (ii) sell, lease, transfer, assign, distribute, or otherwise commercially exploit or make the Services available to any third party; (iii) modify, make derivative works of, disassemble, reverse engineer, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent Applicable Laws prohibit such restriction); (iv) access or use the Services to build a similar or competitive product or service; (v) post, transmit, link, or otherwise distribute any inappropriate, defamatory, obscene, unlawful, or otherwise objectionable material or information using the Services; (vi) remove or alter any proprietary notices or labels from the Services; or (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services.

6.7 Content Integrity. Customer shall not, directly or indirectly, by any means, cut, alter, edit, remove, obscure, or modify any portion of the Content (including by addition, deletion, or superimposition of content, modification of picture size, addition of advertising or branding, removal of watermarks or proprietary notices, or otherwise). Customer shall not block or obscure advertisements, promotional overlays, or other commercial elements delivered as part of the Content or Services, including commercial units, enhancements, mentions, graphics, vignettes, features, virtual signage, title and presenting sponsorships, billboards, and other commercial identifications contained in any Content. Customer shall not sell any sponsorship or advertising inventory that is added to, superimposed, or otherwise reflected within the feed or in connection with any Content, unless expressly permitted in the applicable Subscription Form.

6.8 Copying and Recording Restrictions. Except as authorized herein or agreed to in writing by EverPass, Customer shall not, directly or indirectly, by any means, copy, reproduce, download, stream capture, record, videotape, duplicate, archive, distribute, make available, sublicense, upload, post, publish, modify, translate, broadcast, perform, display, sell, transmit, or retransmit any part of the Services or Content, in any form or by any means, including electronic, mechanical, photocopying, recording, or otherwise.

6.9 Intellectual Property Usage. Customer shall not engage in any activity that may impair or infringe any intellectual property right in any Content. Except as permitted herein or with EverPass’s express written consent, Customer has no right to use any trademarks, symbols, images, artwork, logos, or other intellectual property owned or licensed by EverPass, its Licensors, or any third party whose intellectual property is incorporated into the Services (collectively, “EverPass & Third-Party IP”). Customer shall comply with all instructions provided by EverPass regarding the use of EverPass & Third-Party IP and shall immediately cease use upon EverPass’s request. Any breach of this Section shall be deemed a material breach of this Agreement.

6.10 Marketing Materials. EverPass may make digital and physical marketing materials available to Customer, including web banners, email images, social media graphics, posters, and other promotional assets (“Marketing Materials”). Customer may use the Marketing Materials solely to promote the Services and Content at Authorized Location(s). Customer shall not modify or graphically enhance any Marketing Materials. Customer shall not create promotional materials referencing the Content, EverPass & Third-Party IP, or the Services without EverPass’s prior written approval. All Marketing Materials constitute EverPass & Third-Party IP and are subject to the restrictions in Section 6.9.

6.11 EverPass Engage Usage. Customer is solely responsible for its use of EverPass Engage and any other marketing or promotional features of the Services. Customer shall not use the Services to upload, display, or transmit any content that infringes or misappropriates any third-party intellectual property rights. Customer represents that it has all rights and authority to use any words, phrases, images, videos, music, or other content used in connection with the Services and is solely responsible for any third-party claims arising therefrom. To the extent Customer enables its patrons or other third parties to submit or upload content through the Services (e.g., via QR codes or similar features), Customer is solely responsible for such content and EverPass shall have no liability in connection therewith.

6.12 Advertising. Except for (i) advertisements included in the Content by EverPass or its Licensors, and (ii) Customer’s promotional content displayed through EverPass Engage (if applicable), Customer shall not use the Services to advertise without EverPass’s prior written consent. Any third-party advertising through the Services must be subject to an advertising agreement with EverPass. EverPass does not endorse or take responsibility for any third-party advertisements incorporated into or displayed with the Content, or for any products or services offered by advertisers. Any interactions with advertisers are solely between Customer and the advertiser, and EverPass shall have no liability therefor.

6.13 Unauthorized Content Sourcing. Customer shall not access, stream, display, or exhibit any content in a commercial establishment through unauthorized means, including through any personal, residential, or consumer-grade subscription service, whether owned by Customer or any third party. If Customer exhibits content without an appropriate commercial license (e.g., exhibiting Peacock Sports Pass using a residential subscription instead of a commercial subscription through EverPass), EverPass may, without waiving any rights: (i) disclose such unauthorized exhibition to the applicable content provider and rightsholder; (ii) to the extent EverPass or its Affiliates hold exclusive rights to the applicable content, charge Customer the then-applicable undiscounted retail Subscription price to Customer’s authorized payment method; (iii) discontinue any promotional discounts; (iv) suspend access to the Services; and/or (v) terminate this Agreement, in whole or in part, upon written notice. Notwithstanding any suspension or termination, Customer remains liable for all amounts due for the Subscription Term and any other applicable charges.

6.14 Performance Rights and Music Fees. Customer is solely responsible for obtaining all performance rights, licenses, permits, and other authorizations required by Applicable Law for its use of the Services at each Authorized Location. Without limiting the foregoing, the Licenses do not include any right to use or broadcast music incorporated into the Content. To the extent Customer uses the Services or exhibits Content that includes music at any Authorized Location (other than music provided by EverPass as part of a packaged music channel service), Customer is solely responsible for all required music license fees (including music performance fees). EverPass shall have no liability for any such fees or claims arising from Customer’s exhibition of Content containing music.

7. CONTENT AND SERVICE AVAILABILITY

7.1 Service Availability and Modifications. EverPass may modify, suspend, or discontinue any Service, including its features, functionality, or Content. EverPass shall not materially decrease the functionality of the EverPass Software during the Subscription Term, provided that EverPass may make any changes required by Applicable Law or its Licensors. The availability of the Services may be affected by maintenance, outages, Force Majeure Events, geographic or territorial restrictions, blackouts, Content availability, and other circumstances beyond EverPass’s reasonable control, none of which shall constitute a breach of this Agreement. Customer is not entitled to any refund, credit, or other compensation for any interruption or suspension of the Services, unless EverPass elects otherwise in its sole discretion.

7.2 Content Availability. EverPass’s ability to provide Content is contingent on such Content being made available to EverPass by Licensors. The availability of any specific games, events, channels, or other programming is subject to change and is not guaranteed. If required by a Licensor, or if EverPass receives information that any Content may violate Applicable Law or infringe third-party rights, EverPass may remove or cease distributing such Content, and Customer shall promptly cease exhibiting such Content upon notice. If any Third-Party Content becomes unavailable prior to the end of the applicable Subscription Term, Sections 4.4 and 9.2 apply.

7.3 Blackouts. Certain Content may not be available in your region due to legal, contractual, or other restrictions. Such restrictions are generally determined by Licensors or the local broadcast rights and are not within EverPass’s control.

7.4 Content Selections. Customer is solely responsible for selecting and exhibiting Content at its Authorized Location(s) and assumes all risk associated therewith. EverPass shall have no liability for the nature of any Content accessible through the Services, including mature content, foul language, or content Customer deems objectionable or inappropriate for its patrons.

7.5 Audio and Video Quality. Customer acknowledges that audio and video quality, including resolution and playback start time, may be affected by factors outside EverPass’s control, such as Content format, Customer’s location, internet speed and stability, network conditions, equipment, and the number of devices on Customer’s network, and that interruptions, delays, or variations in video or audio quality may occur due to Customer’s internet bandwidth or information technology environment at the Authorized Location(s). EverPass makes no representations or warranties regarding Customer’s viewing experience.

7.6 Support. EverPass shall use commercially reasonable efforts to make the Services available and provide troubleshooting support. EverPass does not guarantee any specific uptime or performance level. Unless otherwise specified in a Subscription Form or Rider, assistance shall be by telephone, e-mail, or online chat as set forth on https://help.everpass.com/hc/en-us.

7.7 Documentation. EverPass makes guides, manuals, and other technical documentation available to Customers for the access, use, and troubleshooting of the Services (“Documentation“). EverPass may modify the Documentation at any time.

7.8 Future Functionality. Customer agrees that its Subscriptions hereunder are not contingent on the delivery of any future functionality or features.

7.9 Linked Destinations. The Services may contain links to third-party websites. EverPass does not control and is not responsible for such websites, and Customer accesses them at its own risk.

8. CUSTOMER’S RESPONSIBILITIES

8.1 Compliance with Laws. Customer shall comply with all Applicable Law in connection with its use of the Services.

8.2 Account Activity. Customer is responsible for all activity under its account, including use by any person to whom Customer has granted access, whether or not authorized. EverPass is not responsible for any content posted to or made available through the Services (including by Customer’s customers and patrons) or any damages or losses associated therewith.

8.3 User Compliance. Customer is solely responsible for ensuring its Users comply with this Agreement, including, any breach by such Users.

8.4 Notice of Changes. Customer shall notify EverPass within fourteen (14) days of any change to the information provided by Customer on a Subscription Form by contacting Customer’s EverPass account manager or by emailing support@everpass.com.

8.5 Fire Code Occupancy Certification. Customer represents that all information on its Subscription Form, including the approved occupancy for each Authorized Location, is accurate and current, and agrees to promptly update (within 14 days) such information during the Subscription Term. For all Subscriptions other than EverPass Engage, Customer shall deliver a current and valid Fire Code Occupancy Certificate (“FCO Certificate”) for each Authorized Location prior to the start of the Subscription Term to https://lp.everpass.com/doc-upload or as otherwise directed by EverPass. EverPass may (i) suspend Services until occupancy is verified, (ii) adjust pricing to reflect verified occupancy, and (iii) charge Customer for any resulting underpayment. Failure to comply with this Section may result in suspension of access to the Services until the required information is provided.

8.6 Compatible Hardware and Software. Use of the Services requires compatible Hardware and software that may require periodic updates. Customer is responsible for required updates and maintaining internet connectivity sufficient to receive the Services and stream Content.

8.7 No Malicious Code. Customer shall not upload, transmit, or otherwise provide through the Services any materials that are unlawful, or that contain, transmit, or activate any malicious code, including viruses, worms, time bombs, Trojan horses, or other harmful code, files, scripts, agents, or programs (“Malicious Code”).

9. TERM AND TERMINATION

9.1 Agreement Term. The term of this Agreement commences upon the earliest of (a) Customer’s execution of the first Subscription Form, (b) execution of this MSA, or (c) Customer’s first access to or use of the Services, and shall remain in effect until all Subscription Terms have expired, unless earlier terminated pursuant to this Agreement.

9.2 Subscription Term. Each Subscription Term commences on the Start Date specified in the applicable Subscription Form and continues for the period specified therein (the “Initial Term”). If no Start Date is specified, the Start Date shall be the date of execution of the applicable Subscription Form. For single-event subscriptions (e.g., individual events or single tournaments) (“One-Time Events”), the Subscription Term shall commence and expire as set forth in the applicable Subscription Form or, if not specified, in accordance with the applicable event schedule. All Subscription Terms are subject to EverPass’s continued distribution rights from Licensors. The Subscription Term for any Third-Party Content may terminate earlier, without further notice, if EverPass ceases to have the right to distribute such Third-Party Content.

9.3 Automatic Renewal. Except for One-Time Events, each Subscription will automatically renew as follows: (a) for successive one (1)-month periods if the Initial Term is monthly; or (b) for successive twelve (12)-month periods for all other Initial Term durations (each, a “Renewal Subscription Term”). Renewal Subscription Term fees will be EverPass’s then-current fees in effect at the time of renewal based on Customer’s Authorized Locations, Hardware, and other Services. Either Party may elect not to renew by providing written notice to the other at least fifteen (15) days prior to the end of the current Subscription Term. Customer may also provide notice of non-renewal by calling 855-647-6059 or through such other methods as EverPass may make available from time to time in its sole discretion.

9.4 Suspension and Termination. If EverPass receives information that Customer has breached, or may breach, this Agreement, fails to timely pay any amounts due, fails to comply with any Applicable Law, or if Customer’s or its Users’ use of the Services results or may result in a degradation of the Services, as determined by EverPass in its sole discretion, EverPass may, at its option, with or without notice to Customer, (i) suspend Customer’s access to the Services (in whole or in part) until the issue is resolved, if curable, (ii) modify the Services, and/or (iii) terminate the Services and this Agreement, in whole or in part. Customer shall not be eligible for any credit, refund, discount, or other compensation in connection with any such suspension, modification, or termination.

9.5 Effect of Termination and Survival. Upon any expiration or termination of this Agreement (in whole or in part), all provisions of this Agreement which by their nature should survive termination shall survive termination, including without limitation Sections 1, 3, 4.4, 5, 6.6, 6.8-6.12, 6.14, 9.5, 10, 11, 12, 13, 14, 15, and 16 of this MSA. Furthermore, all rights, Licenses, consents, and authorizations granted by EverPass to Customer thereunder will immediately terminate.

10. BILLING AND PAYMENT

10.1 Fees and Payment Terms. Customer shall pay all fees as set forth in each Subscription Form. Unless otherwise specified in a Subscription Form:

1. All fees are due in full prior to the start of the applicable Subscription Term.
2. For monthly Subscription Terms, fees are invoiced and due at the start of each monthly billing period, including the Initial Term and each Renewal Subscription Term.
3. If a Subscription Form provides for installment billing (e.g., an annual Subscription billed monthly), each installment will be invoiced and due at the start of the applicable monthly or other installment period as set forth in the Subscription Form. Upon renewal, installment-billed Subscriptions will continue on the same billing cycle unless otherwise notified by EverPass prior to renewal.
4. Regardless of billing frequency, Customer commits to the full Subscription Term, and all fees for the entire Subscription Term remain due and payable, even if billed in installments. Except as expressly set forth in this Agreement, all fees are nonrefundable.

10.2 Invoicing and Disputes. Unless otherwise specified in the applicable Subscription Form, full payment is due upon the date of invoice. If EverPass has Customer’s credit card or bank account information on file, Customer authorizes EverPass (or its designee) to automatically charge all amounts due on or after the invoice date. If Customer disputes any invoiced amount, Customer must provide EverPass a written explanation within fifteen (15) days of the invoice date (the “Dispute Period”) identifying the disputed amounts and the basis for the dispute. Failure to dispute an invoice within the Dispute Period constitutes a waiver of such dispute. Customer remains obligated to pay all undisputed amounts. Overdue amounts are subject to interest at 1.5% per month, or the maximum rate permitted by law, whichever is lower. EverPass may, in its sole discretion, suspend access to the Services until overdue amounts are paid.

10.3 Pricing. Subscription pricing is fixed during the Initial Term. EverPass may change pricing for any Subscription after the Initial Term upon at least thirty (30) days’ written notice before the start of the next Renewal Subscription Term, and the applicable Subscription Form(s) will be deemed amended accordingly. Notwithstanding the foregoing, if Customer is on a monthly Subscription Term, pricing shall be subject to EverPass’s then-current market rates, and upon renewal, Customer will renew at EverPass’s then-current market rates.

10.4 Taxes. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Customer shall be responsible for all such amounts (other than EverPass’s income tax), whether or not listed on the invoice.

10.5 Collections. To the extent permitted by law, Customer shall pay all reasonable costs EverPass incurs to collect unpaid amounts, and either Party may pursue collection of unpaid amounts through a collection agency without first complying with any arbitration or pre-dispute resolution requirements.

10.6 Promotional Offers. Customer shall comply with all terms of any promotional offer it receives. Promotional offer terms may be located on EverPass’s website, set forth in a Subscription Form, provided via email, or otherwise communicated to Customer. EverPass may modify or discontinue any promotional offer at any time. Upon expiration of any applicable promotional period, Customer’s applicable Subscription(s) will automatically continue at EverPass’s then-current standard rates. If EverPass determines Customer was not eligible for a promotional offer, EverPass may invoice Customer for the discounted amounts, and Customer authorizes EverPass to charge such amount to its payment method on file following written notice.

10.7 Third-Party Billing. If Customer obtains a Subscription through a third-party provider (e.g., authorized reseller, app store, digital distribution platform, or other authorized provider), that Subscription is also subject to the third-party provider’s terms. Where billing is handled by the third-party provider, this Agreement’s billing and payment provisions do not apply to the extent they conflict with the third-party provider’s terms. Subscriptions obtained through a third-party must be canceled in accordance with that third-party’s instructions. EverPass is not responsible for products and services provided by such third-party.

11. WARRANTIES AND DISCLAIMERS

11.1 Limited Representations and Warranties. Each Party represents and warrants that it has the power and authority to enter into this Agreement. EverPass warrants that (i) the EverPass Software will perform substantially in accordance with its Documentation under normal use; (ii) EverPass will use commercially reasonable efforts consistent with industry standards to implement measures designed to prevent the introduction of Malicious Code into the EverPass Software; and (iii) during the applicable Subscription Term, EverPass has the rights necessary to make the Content included in Customer’s Subscription(s) available to Customer in accordance with this Agreement. The warranties in (i) and (ii) do not apply to third-party materials (including Third-Party Content, Hardware, and third-party components incorporated into the EverPass Software), and shall not apply if Customer breaches any material provision of this Agreement or if the Services are modified, damaged, or misused by Customer, any User, or any other person given access to the Services. For any breach by EverPass of (i) or (ii) not excluded above, Customer’s sole remedy, and EverPass’s sole obligation, shall be, at EverPass’s sole option, to repair or replace the Services or refund prepaid fees therefore. For any breach by EverPass of (iii), Customer’s sole remedy, and EverPass’s sole obligation, shall be to refund fees paid for the affected Content. Customer represents and warrants that it has all necessary rights and consents to provide EverPass with Customer Data and shall not input, upload, transmit, or otherwise provide to or through the Services any information or materials that are unlawful, injurious, infringing, or contain, transmit, or activate any Malicious Code.

11.2 Disclaimers of Warranties. EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” AND ARE WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND EVERPASS, ITS AFFILIATES, LICENSORS, AGENTS, AND SERVICE PROVIDERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO, ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING, EVERPASS MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.

12. INDEMNIFICATION

12.1 Customer Indemnification. Customer shall defend, indemnify and hold EverPass, its Affiliates, officers, directors, employees, and agents (the “EverPass Indemnified Parties”) harmless from and against any and all claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees), arising out of, or in connection with, (i) Customer’s use of the Services in breach of this Agreement, (ii) Customer’s use of the EverPass & Third-Party IP in breach of this Agreement, (iii) Customer Data, (iv) Customer’s failure to comply with Applicable Law in connection with the Services, (v) Customer’s violation of any third-party right, including without limitation any copyright, property, or privacy right, or (vi) any third-party claims arising from or related to any of the foregoing. EverPass may assume exclusive defense and control of any indemnified claim, and Customer agrees to cooperate with the EverPass Indemnified Parties in defense thereof. Customer may not settle any claim covered by this Section 12.1 without EverPass’s prior written approval.

12.2 EverPass Indemnification.

1. EverPass shall defend, indemnify and hold Customer harmless against any copyright infringement claim brought against Customer by a third party rights holder that arises from Customer’s exhibition of Content, when done so in compliance with this Agreement (“IP Claim”), provided that Customer (i) promptly gives written notice of the IP Claim to EverPass; (ii) gives EverPass sole control of the defense and settlement of the IP Claim (provided that Customer may participate in such defense at its own expense and that EverPass may not settle any IP Claim in a manner that admits liability on behalf of Customer or that imposes an injunction or other equitable relief upon Customer without Customer’s prior written consent); and (iii) provides reasonable assistance to EverPass, at EverPass’s expense, in the defense and settlement of the IP Claim. EverPass shall pay damages finally awarded against Customer and reasonable costs and expenses (including reasonable legal fees) directly attributable to such IP Claim. EverPass may, at its sole option and expense: (i) procure for Customer the right to continue using the Services under this Agreement; or (ii) replace or modify the Services to be non-infringing without material decrease in functionality. If the foregoing options are not reasonably practicable, EverPass may terminate this Agreement and refund to Customer all prepaid Fees for the remainder of the Subscription Term after the date of termination. This Section 12.2 is EverPass’s entire obligation and Customer’s exclusive remedy regarding any IP Claim.
2. EverPass shall have no liability for any IP Claim to the extent arising from (i) modifications to the Services by anyone other than EverPass or its agents; (ii) the use or combination of the Services with any item not provided by EverPass where, in the absence of such use or combination, the Services alone would not have given rise to the IP Claim; (iii) Customer Data, including any content uploaded, displayed, or transmitted by Customer, any User, or any third party through EverPass Engage or any other customer-controlled features of the Services; or (iv) Customer’s continued use of an infringing version of the Services when EverPass has provided a non-infringing alternative; or (v) Customer’s breach of Section 6 (Terms of Use; Restrictions).

13. LIMITATION OF LIABILITY

13.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EVERPASS, ITS AFFILIATES, ITS THIRD-PARTY PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, SERVICE PROVIDERS, PARTNERS, AGENTS AND OTHER REPRESENTATIVES AND ALL OF THEIR SUCCESSORS AND ASSIGNS BE LIABLE 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 AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICES OR CONTENT, 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.

13.2 IN NO EVENT SHALL THE AGGREGATE LIABILITY OF EVERPASS, ITS AFFILIATES, ITS THIRD-PARTY PROVIDERS AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, SHAREHOLDERS, LICENSORS, SERVICE PROVIDERS, PARTNERS, AGENTS AND OTHER REPRESENTATIVES AND ALL OF THEIR SUCCESSORS AND ASSIGNS IN CONNECTION WITH CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT (INCLUDING WITHOUT LIMITATION THE SERVICES AND CONTENT) EXCEED THE TOTAL AMOUNTS ACTUALLY PAID BY CUSTOMER TO EVERPASS IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14. CONFIDENTIAL INFORMATION

14.1 ”Confidential Information” means all confidential information of a Party (“Disclosing Party”) disclosed to the other Party (“Receiving Party”), whether orally or in writing, that is identified as confidential or that the Receiving Party should reasonably understand to be confidential. Confidential Information includes Subscription Forms, Riders, pricing, Customer Data (subject to Section 5.4), EverPass Software, business and marketing plans, technology and technical information, product designs, trade secrets, and business processes. Confidential Information does not include information that: (i) is or becomes publicly available through no fault of the Receiving Party; (ii) was in the Receiving Party’s lawful possession prior to disclosure and had not been obtained by the Receiving Party either directly or indirectly from the Disclosing Party; (iii) is lawfully disclosed to the Receiving Party by a third party without a disclosure restriction; or (iv) is independently developed by the Receiving Party without reference to the Disclosing Party’s Confidential Information.

14.2 Confidentiality Obligations. Each Party shall use reasonable care to prevent disclosure of the other Party’s Confidential Information. EverPass may disclose Customer’s Confidential Information to its Affiliates and their employees, consultants, accountants, lawyers, and other third-party providers in connection with the Services; provided such parties are bound by confidentiality obligations no less protective than this Section.

14.3 Compelled Disclosure. If a Party is compelled by law or legal process to disclose Confidential Information, it shall provide prompt written notice to the other Party (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s expense, if the Disclosing Party wishes to contest the disclosure.

14.4 Injunctive Relief. If Customer discloses (or threatens to disclose) any Confidential Information in breach of this Section 14, EverPass shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by the Parties that any other available remedies may be inadequate.

14.5 Post-Termination Confidentiality. Upon any termination of this Agreement, the Receiving Party shall continue to maintain the confidentiality of the Disclosing Party’s Confidential Information and, upon request and subject to Applicable Law, return to the Disclosing Party or destroy (at the Disclosing Party’s election) all materials containing such Confidential Information.

15. DISPUTE RESOLUTION

15.1 Class Action Waiver. ANY PROCEEDINGS TO RESOLVE, ARBITRATE OR LITIGATE ANY DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT, INCLUDING, BUT NOT LIMITED TO, THE PROVISION OF ANY CONTENT TO CUSTOMER, WILL BE CONDUCTED SOLELY ON AN INDIVIDUAL BASIS. 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.

15.2 Jury Trial Waiver. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR ANY CONTENT, WHETHER BASED IN CONTRACT, TORT, STATUTE, OR ANY OTHER LEGAL THEORY.

15.3 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 at such party’s notice address. EverPass’s address for this notice is as follows: EverPass Media II, LLC, Attn: Legal Department, 200 W. Adams St., Suite 2905, Chicago, IL 60606; legalnotice@everpass.com. EverPass shall have the right to change its notice address for purposes of Section upon written notice to Customer.
   2. The required written notice shall include, if available: (a) the name of the person making the claim, (b) the email address associated with the Subscription(s) subject to the dispute, (c) a description of the nature and basis of the dispute or claim, and (d) the specific relief desired.
2. If Customer and EverPass are unable to resolve the dispute within sixty (60) days after the notice is received, either Party may proceed to commence an action, consistent with Section 15.4 or 15.5.
3. Either Party 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.

15.4 Small Claims Court. Any dispute arising out of or relating to this Agreement, including but not limited to, the provision of any Content 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 15.3 above to that court. The certification shall be personally signed by that Party (and counsel, if represented).

15.5 Arbitration Agreement. Except as set forth in Section 15.4 above:

1. Customer and EverPass agree that this 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 the Subscription Forms), without regard to conflicts of laws principles.
2. With respect to any and all disputes arising out of or relating to this Agreement, including but not limited to the Third-Party Content, Customer and EverPass agree to first negotiate in good faith to achieve a mutually satisfactory resolution, as provided in Section 15.3 above, 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 this Agreement, including, but not limited to, the provision of Third-Party Content 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 15.5(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, you and we 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, you and we agree that the dispute is subject to the class action waiver provision in Section 15.1. If any portion of this Arbitration Agreement is deemed invalid or unenforceable, it will not invalidate the remaining portions of this Section 15.5. For the avoidance of doubt, under no circumstances do the Parties consent to arbitrate on a class wide 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 15.5) 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 15.5(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 15.5(f), and in no circumstances is a class or collective action authorized.

15.6 Judicial Forum for Non-Arbitrable Disputes. To the extent any dispute arising out of or relating to this Agreement is not subject to mandatory arbitration or small claims court, such dispute shall be litigated exclusively in the state or federal courts located in the State of Delaware, and the Parties consent to the personal and exclusive jurisdiction and venue of such courts.

15.7 Licensor Dispute Resolution. Certain Content is subject to Content-Specific Terms pursuant to Section 4.2 and, to the extent they conflict with this Agreement, the Content-Specific Terms shall govern with respect to all matters arising under or related to such Content including dispute resolution.

15.8 Equitable Relief. A breach or threatened breach by Customer of its obligations under Sections 5, 6, and 14 shall entitle EverPass to seek equitable relief, including injunctive relief and specific performance, from any court of competent jurisdiction without posting bond or proving actual damages, the Parties acknowledging that monetary damages may be inadequate. Such remedies are in addition to all other remedies available at law or in equity.

15.9 Statute of Limitations. ANY CAUSE OF ACTION OR CLAIM CUSTOMER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT OR USE OF THE SERVICES MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

16. MISCELLANEOUS

16.1 Publicity. Customer grants EverPass a royalty-free, worldwide, non-exclusive license to use Customer’s name and logo on EverPass’s website, customer lists, and marketing and promotional materials.

16.2 Changes to Agreement. EverPass reserves the right to amend or modify the terms of this Master Subscription Agreement and the Content-Specific Terms at any time. If EverPass makes material changes to the foregoing, EverPass will provide Customer with reasonable advance notice (except in urgent situations, such as preventing ongoing abuse, in response to legal requirements, or as required by Licensors) of such modifications, and the updated terms will be effective after such notice period. Notice may be provided by any method set forth in Section 16.11 or through the Services. For the avoidance of doubt, the addition of new Content-Specific Terms does not constitute a modification requiring notice under this Section. Customer’s continued use of the Services and/or applicable Subscription(s) will indicate, and be deemed, Customer’s acceptance of the updated terms. Notwithstanding the foregoing, any Rider executed by the Parties may only be amended by a written agreement signed by both Parties.

16.3 Electronic Communications. By using the Services, Customer consents to receive communications from EverPass, its Affiliates, and its Licensors (including their respective designees), including legal terms or contracts, legal notices, newsletters and other marketing about features and content, special offers, promotions, surveys, and information regarding Customer’s account. Such communications may be sent to Customer’s email address(es) or phone number(s) on record, including via email, SMS or text message, in-app messaging, or by other methods. Customer agrees that such communications, and any agreements or disclosures that EverPass, its Affiliates, and/or its Licensors (including their respective designees) ask Customer to sign or accept, may be provided in electronic form and will be deemed received when sent or made available. Customer further authorizes EverPass, its Affiliates, and their designees to contact Customer using automated dialing systems or artificial or prerecorded voices, including voicemail messages. To opt out of marketing communications, Customer may email support@everpass.com.

16.4 Entire Agreement. This Agreement (the MSA, together with all Subscription Forms electronically submitted or executed by Customer, the Content-Specific Terms incorporated by reference herein, and any Riders mutually executed by the Parties) constitutes the Parties’ entire agreement regarding the Services and the subject matter of this Agreement, and supersedes all prior or contemporaneous understandings, representations, agreements, and prior versions of this Master Subscription Agreement. All Subscription Forms currently in effect remain in effect and are governed by this Agreement. Statements by EverPass personnel (e.g., salespeople and customer service representatives) do not constitute amendments to this Agreement. For the avoidance of doubt, any “Order Form For Complimentary Licensed Content”, any SLA, or any SOW previously accepted or executed by Customer in connection with the Services prior to March 9, 2026, is hereby terminated and superseded by this Agreement.

16.5 Conflicts. In the event of any conflict between the documents constituting this Agreement, the following order of priority shall apply (highest first): (i) Content-Specific Terms (solely with respect to the applicable Content); (ii) any Rider executed by the Parties; (iii) the Subscription Form; and (iv) the MSA.

16.6 Severability. If any provision of this Agreement is held by a court or other authority of competent jurisdiction to be unlawful, invalid, or unenforceable, such provision shall be construed to reflect the Parties’ original intent, with all other provisions remaining in full force and effect.

16.7 Independent Parties. Nothing in this Agreement creates a joint venture, partnership, employment, or agency relationship between the Parties.

16.8 Assignment. Neither Party may assign any of its rights or obligations hereunder without the other Party’s prior written consent (not to be unreasonably withheld), except that: (i) either Party may assign this Agreement in its entirety to its successor in connection with a merger, reorganization, or sale of all or substantially all assets or equity; and (ii) EverPass may assign this Agreement, in whole or in part, to any Affiliate. Customer shall promptly notify EverPass in writing of any permitted assignment for billing and account management purposes. Any unauthorized assignment shall be void. This Agreement is binding on and inures to the benefit of the Parties and their permitted successors and assigns.

16.9 Subcontractors. EverPass may utilize subcontractors and/or third-party providers in association with this Agreement, including for the provision of the EverPass Software. EverPass shall be responsible for the performance of such parties in connection with this Agreement.

16.10 Force Majeure. Neither Party shall be liable for any delay or failure to perform (excluding payment obligations) due to circumstances beyond its reasonable control, including acts of God, government actions, natural disasters, civil unrest, acts of terror, labor disputes, internet or other Services disruptions involving hardware, software or power systems not within such Party’s possession or reasonable control, or denial of service attacks (each, a “Force Majeure Event“), during the Force Majeure Event.

16.11 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing. EverPass may provide notice to Customer by notification through the Services, email to Customer’s email address on record, first-class mail, pre-paid post, or nationally recognized overnight delivery service to Customer’s address as set forth in Customer’s Subscription Form. For general or operational communications (e.g., account updates, changes to information pursuant to Section 8.4, or support requests), Customer may contact EverPass by email to support@everpass.com. For notices of non-renewal, Customer may provide notice by calling 855-647-6059. For formal legal notices required or permitted under this Agreement (e.g., dispute notices, or indemnification notices), Customer must provide notice to EverPass by email to legalnotice@everpass.com and by nationally recognized overnight delivery service or certified mail, return receipt requested, to: EverPass Media II, LLC, Attn: Legal Department, 200 W. Adams Street, Suite 2905, Chicago, IL 60606. Use of support@everpass.com for formal legal notices is insufficient and will not constitute valid notice under this Agreement. Customer bears the risk of non-delivery for any notice sent by email, and email notice to EverPass is effective only upon actual receipt by EverPass. EverPass may change its notice address upon written notice to Customer.

16.12 Waiver. Either Party’s failure to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless agreed to by such Party in writing. Any rights not expressly granted herein are reserved.

16.13 Headings. The headings in this Agreement are inserted for convenience or reference only and are in no way intended to describe, interpret, define, or limit the scope, extent, or intent of any provision of this Agreement.