Master Subscription Agreement

• "Affiliate" means any entity that controls, is controlled by, or is under common control with a party.
• "Authorized Users" means Customer's employees, contractors, and agents who are authorized to access and use the Services.
• "Club" or "Venue" means a Customer location where the Services are deployed.
• "Customer Content" means all data, information, and materials uploaded to or generated within the Services by Customer or its Authorized Users.
• "Documentation" means the user guides, online help, and other documentation provided by Provider for the Services.
• "Guest" means an individual who registers for a guest pass or waiver through the Services.
• "Order Form" means a written or electronic order document specifying the Services, subscription term, fees, and other terms agreed upon by the parties.
• "Services" means the GuestPass Plus guest management platform and related services described in the Order Form.
• "Subscription Term" means the period during which Customer has access to the Services as specified in the Order Form.

Subject to the terms of this Agreement and payment of applicable Fees, Provider grants Customer a non-exclusive, non-transferable right to access and use the Services during the Subscription Term for Customer's internal business purposes.

The Services include:

• Digital waiver creation, customization, and electronic signature collection
• Guest pass generation with unique barcodes
• SMS verification for guest identity validation
• Guest check-in and tracking system
• Member referral link management
• Event registration and capacity management
• Analytics and reporting dashboard
• Email and SMS communications (transactional and marketing)
• Administrative dashboard for staff and management
• API access (if included in Order Form)

Provider may modify the Services from time to time to add new features, improve functionality, or address security concerns. Provider will not materially reduce the core functionality of the Services during the Subscription Term without Customer's consent, except as necessary for security or legal compliance.

Provider will provide technical support in accordance with the support level specified in the Order Form. Standard support includes email support during business hours (9 AM - 5 PM Pacific Time, Monday through Friday, excluding holidays).

The Order Form specifies usage limits for the subscription, including the number of Clubs, Authorized Users, and monthly guest passes. If Customer exceeds these limits, Provider may:

• Notify Customer and provide an opportunity to upgrade
• Charge for excess usage at the rates specified in the Order Form
• Temporarily limit access until usage is within subscription limits

Customer may purchase additional features, capacity, or services by executing additional Order Forms or amendments. Add-ons will be co-terminated with the primary subscription unless otherwise specified.

Customer agrees to pay the fees specified in the Order Form ("Fees"). Unless otherwise specified, Fees are:

• Quoted and payable in U.S. Dollars
• Due in advance for the Subscription Term
• Non-refundable except as expressly provided in this Agreement

Invoices are due within thirty (30) days of the invoice date unless otherwise specified in the Order Form. Customer may pay by credit card, ACH transfer, or wire transfer.

If payment is not received when due, Provider may:

• Charge interest at 1.5% per month (or the maximum rate permitted by law) on overdue amounts
• Suspend access to the Services upon 10 days' written notice
• Terminate the Agreement upon 30 days' written notice if payment remains outstanding

All Fees are exclusive of taxes. Customer is responsible for paying all applicable sales, use, VAT, and other taxes, except for taxes based on Provider's income. If Provider is required to collect taxes, they will be added to the invoice.

Provider may increase Fees upon renewal of the Subscription Term by providing at least sixty (60) days' prior written notice. If Customer does not agree to the new Fees, Customer may terminate the subscription at the end of the then-current term.

Customer shall:

• Ensure all Authorized Users comply with this Agreement
• Maintain the confidentiality of login credentials
• Not share credentials between multiple individuals
• Promptly notify Provider of any unauthorized access or security breach
• Be responsible for all activity under Customer's accounts

Customer shall use the Services in compliance with the Acceptable Use Policy and all applicable laws and regulations.

Customer is solely responsible for Customer Content, including:

• The accuracy and legality of all content uploaded to the Services
• Obtaining all necessary consents for collection and use of Guest data
• Ensuring waiver content is legally valid in Customer's jurisdiction
• Compliance with privacy laws regarding Guest personal information

Customer shall provide reasonable cooperation to Provider, including providing information and access necessary for Provider to perform the Services.

Customer retains all right, title, and interest in Customer Content. Provider acquires no rights in Customer Content except the limited licenses granted in this Agreement.

Provider will process Customer Content in accordance with the Data Processing Agreement, which is incorporated by reference and governs the processing of personal data.

Provider will maintain security measures as described in the Information Security Addendum.

Customer may export Customer Content at any time using the export tools provided in the Services. Upon termination, Provider will make Customer Content available for export for thirty (30) days.

Provider owns all right, title, and interest in the Services, including all software, technology, documentation, and intellectual property. Nothing in this Agreement transfers any ownership rights to Customer.

Customer grants Provider a limited, non-exclusive license to use, store, and process Customer Content solely as necessary to provide the Services and as described in the Privacy Policy.

If Customer provides suggestions, ideas, or feedback about the Services ("Feedback"), Customer grants Provider a perpetual, irrevocable, royalty-free license to use such Feedback to improve the Services without attribution or compensation.

Provider may collect and use aggregated, anonymized data derived from Customer's use of the Services for purposes of improving the Services, benchmarking, and analytics, provided such data does not identify Customer or any individual.

Provider commits to the following service levels:

Uptime is calculated as: ((Total Minutes - Downtime Minutes) / Total Minutes) × 100

Downtime does not include:

• Scheduled maintenance (with at least 48 hours' advance notice)
• Emergency maintenance for security or stability
• Issues caused by Customer's equipment, software, or connectivity
• Force majeure events
• Suspension due to Customer's breach of this Agreement

To receive service credits, Customer must request them in writing within thirty (30) days of the incident. Credits are applied to future invoices and do not entitle Customer to a refund. Credits are Customer's sole and exclusive remedy for service level failures.

Provider warrants that:

• The Services will perform substantially in accordance with the Documentation
• Provider has the authority to enter into this Agreement and grant the rights herein
• The Services will not infringe any third-party intellectual property rights
• Provider will maintain commercially reasonable security measures

Customer warrants that:

• Customer has the authority to enter into this Agreement
• Customer will use the Services in compliance with all applicable laws
• Customer has all necessary rights to provide Customer Content to Provider
• Customer Content does not infringe any third-party rights

EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EACH PARTY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID BY CUSTOMER TO PROVIDER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

The limitations in this Section 11 do not apply to:

• Breach of confidentiality obligations
• Indemnification obligations
• Customer's payment obligations
• Either party's fraud, gross negligence, or willful misconduct
• Infringement of intellectual property rights

Provider will defend, indemnify, and hold harmless Customer from any third-party claim that the Services infringe such third party's intellectual property rights, and will pay any resulting damages finally awarded against Customer.

If an infringement claim occurs, Provider may, at its option: (a) procure the right to continue using the Services, (b) modify the Services to be non-infringing, or (c) terminate the affected Services and refund prepaid fees for the unused term.

Customer will defend, indemnify, and hold harmless Provider from any third-party claim arising from:

• Customer Content
• Customer's use of the Services in violation of this Agreement
• Customer's violation of applicable laws
• Customer's breach of representations and warranties

The indemnifying party's obligations are contingent upon the indemnified party: (a) providing prompt written notice of the claim, (b) granting sole control of the defense and settlement, and (c) providing reasonable cooperation.

The initial Subscription Term is specified in the Order Form. Unless either party provides written notice of non-renewal at least sixty (60) days before the end of the then-current term, the subscription will automatically renew for successive periods equal to the initial term.

Either party may terminate this Agreement:

• If the other party breaches any material term and fails to cure within thirty (30) days of written notice
• Immediately if the other party becomes insolvent, files for bankruptcy, or ceases operations

Customer may terminate for convenience upon sixty (60) days' written notice, but no refund of prepaid fees will be provided except as otherwise specified in the Order Form.

Upon termination or expiration:

• All rights granted to Customer under this Agreement terminate
• Customer must cease all use of the Services
• Customer may export Customer Content for thirty (30) days
• Provider may delete Customer Content after the export period
• Customer remains liable for all Fees incurred prior to termination
• Provisions that should survive termination will continue in effect

This Agreement is governed by the laws of the State of California, without regard to conflict of law principles.

Any dispute arising under this Agreement shall be resolved by binding arbitration in California, administered by JAMS in accordance with its Commercial Arbitration Rules. Each party waives its right to a jury trial and to participate in a class action.

This Agreement, including all Order Forms and incorporated documents, constitutes the entire agreement between the parties and supersedes all prior agreements relating to its subject matter.

This Agreement may only be amended by a written instrument signed by both parties, except that Provider may update the Acceptable Use Policy, Security Addendum, and Privacy Policy from time to time with notice to Customer.

Neither party may assign this Agreement without the other's consent, except in connection with a merger, acquisition, or sale of substantially all assets.

Notices under this Agreement must be in writing and sent to the addresses specified in the Order Form, or to updated addresses provided in writing.

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary, and the remaining provisions will continue in effect.

Neither party is liable for failure to perform due to causes beyond its reasonable control, including natural disasters, war, terrorism, labor disputes, or government actions.

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, or employment relationship.