Players Club

Master Services Agreement

Version 1.0 · Last revised: August 19, 2026

This Master Services Agreement (this “MSA”) is made and entered into by and between Players Club (“Company,” “we,” “us,” or “our”) and the business customer identified on the applicable Order Form (“Customer”), and is effective as of the date of the initial Order Form that references this MSA (the “Effective Date”). In consideration of the mutual promises contained herein, the parties hereby agree to the following:

1. Definitions

Capitalized terms shall have the meanings set forth in this section, or in the section where they are first used.

  • “Access Protocols” means the passwords, access codes, technical specifications, connectivity standards or protocols, or other relevant procedures, as may be necessary to allow Customer or any Authorized Users to access the Services.
  • “Aggregated Data” means data and information related to Customer Data and/or Customer’s use of the Services that is used by Company in an aggregate and de-identified manner, including to compile statistical and performance information related to the provision and operation of the Services.
  • “Agreement” means this MSA together with all Order Forms. The Data Processing Agreement posted on the Site at https://joinplayersclub.com/dpa is incorporated into and forms part of this Agreement by reference.
  • “Applicable Data Protection Laws” means any applicable Laws, regulations, orders, or judgments issued by a governmental authority that govern the privacy, security, confidentiality, protection, processing, or transfer of Personal Data or that govern the rights of Authorized Users, Members, or other data subjects with regard to that Personal Data.
  • “Authorized User” means any individual who is an employee or independent contractor of Customer — for example, an owner, manager, or venue staff member (associate) — or such other individual as may be authorized by Customer to access the Services pursuant to Customer’s rights under this Agreement.
  • “Customer Data” means, other than Aggregated Data, (a) Inputs; and (b) information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by or on behalf of Customer, an Authorized User, or a Member through the use of the Platform or Services, including information about Customer’s Members and their membership, check-in, promotional-credit, and marketing activity.
  • “Documentation” means Company-provided user documentation, in all forms, relating to the Services and Platform (e.g., user guides and online help pages).
  • “Input” means information, data, materials, text, or other content that is (i) input, entered, posted, uploaded, submitted, transferred, transmitted, or otherwise provided or made available for processing by or through the Services, or (ii) collected, downloaded, or otherwise received by the Services.
  • “Intellectual Property Rights” means any and all now known or hereafter existing intellectual property rights embodied in the Services, including (a) rights associated with works of authorship, including copyrights, mask work rights, and moral rights; (b) trademark or service mark rights; (c) trade secret rights; (d) patents, patent rights, and industrial property rights; (e) layout design rights, design rights, and other proprietary rights of every kind and nature other than trademarks, service marks, trade dress, and similar rights; and (f) all registrations, applications, renewals, extensions, or reissues of the foregoing, in each case in any jurisdiction throughout the world.
  • “Law(s)” means with respect to any party, in each case to the extent applicable to such party, its property, the Services, or in connection with this Agreement, any federal, national, provincial, state, county, municipal, or local law, ordinance, statute, rule, regulation, code, policy, notice, treaty, judgment, executive order, decree, injunction, permit, issuance, or other determination or finding of any governmental authority which is legally enforceable by a governmental entity.
  • “Member” means an end customer of Customer who joins or participates in Customer’s membership program through the Services.
  • “Order” or “Order Form” means an ordering document that is signed or otherwise agreed to by both parties identifying the Services purchased by Customer pursuant to this Agreement.
  • “Order Term” means the term length specified in the applicable Order Form.
  • “Output” means the reports, analytics, summaries, and other materials that are generated through the Services by or for Customer through the Processing (including by application of analytics) of Customer Data and/or Inputs included as part of the Services.
  • “Personal Data” means any information relating to an identified or identifiable natural person, and all information that is “personal data,” “personal information,” or “personally identifiable information” under Applicable Data Protection Laws.
  • “Platform” means Company’s hosted software platform providing the Players Club membership, check-in, promotional-credit, and marketing platform, together with the features and functionality made available through it.
  • “Processing” (including “Process,” “Processes,” “Processed,” and other variants of the term) means any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as collection, collation, recording, organization, storage, adaptation or alteration, retrieval, consultation, analysis, interpretation, compilation, aggregation, use, disclosure by transmission, dissemination, viewing, copying, deleting, or otherwise making available, alignment or combination, blocking or erasure, or destruction.
  • “Services” means Company’s (1) provision of access to the Platform and the features and functionality made available through the Platform; and (2) any professional or other services set forth in the applicable Order Form.

2. Provision of Services

2.1 Order Forms. Each Order Form is governed by, and hereby incorporated into, this Agreement. If there is a conflict between this Agreement and an Order Form, this Agreement will control unless the Order Form expressly states that a specific provision of this Agreement will be superseded by a specific provision of the Order Form.

2.2 Access to the Services. Subject to and conditioned on Customer’s payment of Fees and compliance with all the terms and conditions of this Agreement, Company grants to Customer a non-exclusive, non-transferable right during each Order Term, solely for use by Authorized Users in accordance with the terms and conditions herein, (a) to access and use the features and functions of the Platform and the Services in accordance with the Documentation; and (b) to use and reproduce a reasonable number of copies of the Documentation solely to support Customer’s use of the Services. Such use is limited to Customer’s internal business use in connection with Customer’s own venues and membership program. The Platform is hosted by Company; nothing in this Agreement requires delivery of, or grants Customer any rights in, the source code of the Platform.

2.3 Hosting, Maintenance, and Support. Company will host, operate, and maintain the Platform and will provide Customer with reasonable technical support by email at club@joinplayersclub.com. Company may deploy updates, patches, and new releases of the Platform as they become generally available, and may modify the features and functionality of the Platform from time to time. The Services may be temporarily unavailable for scheduled maintenance, for unscheduled emergency maintenance, or because of causes beyond Company’s reasonable control.

2.4 Personal Data. The parties acknowledge that Customer Data may include Personal Data of Customer’s Members and personnel. Company Processes such Personal Data to provide the Services in accordance with this Agreement and Company’s Privacy Policy posted on the Site at https://joinplayersclub.com/privacy. To the extent required by Applicable Data Protection Laws, the parties will enter into a Data Processing Addendum (“DPA”) upon either party’s written request, which will be incorporated into this Agreement. Personal Data that is subject to Applicable Data Protection Laws shall be governed by the DPA (once executed) and shall not be Confidential Information (defined herein). In the event of a conflict between any provision of the DPA and this Agreement, the provision providing the higher level of privacy or data protection shall govern.

2.5 Third-Party Services. The Services may include, or be dependent on, certain third-party data, software components, application programming interfaces, and other products and services procured by Company, such as cloud hosting and email delivery providers (the “Third-Party Services”). COMPANY, NOT BEING THE OWNER, OPERATOR, SUPPLIER, OR PRODUCER OF THE THIRD-PARTY SERVICES NOR THEIR AGENT, DOES NOT ENDORSE ANY THIRD-PARTY SERVICES, AND MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY SERVICES AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

3. Customer Restrictions and Responsibilities

3.1 Restrictions. Except as may be expressly permitted by applicable Laws, Customer agrees that it will not, and will not permit any Authorized User or other party to: (a) permit any party to access the Platform or Documentation or use the Services, other than the Authorized Users authorized under this Agreement; (b) modify, adapt, alter, or translate the Platform or Documentation, except as expressly allowed herein; (c) sublicense, lease, rent, loan, distribute, or otherwise transfer the Platform or Documentation to any third party; (d) reverse engineer, decompile, disassemble, or otherwise derive or determine or attempt to derive or determine the source code (or the underlying ideas, algorithms, structure, or organization) of the Platform; (e) circumvent, remove, alter, deactivate, degrade, or thwart any technological measure or content protections of the Services; (f) use or copy the Platform or Documentation except as expressly allowed under Section 2.2; or (g) disclose or transmit any data contained in the Platform to any individual other than an Authorized User, except as expressly allowed herein. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Services, Platform, Documentation, or any part thereof. For purposes of clarity, nothing contained herein grants to Customer or any Authorized User any right to obtain possession of any source code, data, or other technical material relating to the Platform.

3.2 Cooperation and Customer Systems. Customer acknowledges that its timely provision of assistance, cooperation, and complete and accurate information and data from its officers, agents, and employees, along with Customer’s performance of any of its obligations specified in an Order Form (collectively, “Cooperation”), are essential to performance of any Services, and that Company will not be liable for any deficiency in performing Services if such deficiency results from Customer’s failure to provide full Cooperation. Customer is solely responsible for obtaining, operating, and maintaining, at its own expense, the equipment and ancillary services needed to connect to and use the Services, including compatible devices, operating systems, web browsers, and Internet connectivity. In the event that Company assists or advises Customer with any Services setup, configuration, or support, in no event shall such assistance or advice be construed as legal or other professional advice.

3.3 Authorized Users’ Access to Services. Customer may permit any Authorized Users to access and use the features and functions of the Services as contemplated by this Agreement. User IDs cannot be shared or used by more than one Authorized User at a time. Customer shall use commercially reasonable efforts to prevent unauthorized access to, or use of, the Services, and notify Company promptly of any such unauthorized use known to Customer. Customer will be responsible for the acts or omissions of any Authorized Users in their access to and use of the Services, and any breach by an Authorized User of the terms of this Agreement will constitute a breach by Customer of this Agreement.

3.4 Customer Responsibility for Data and Security. Customer and Authorized Users will have access to Customer Data and will be responsible for all changes to and/or deletions of Customer Data made through their accounts and for the security of all passwords and other Access Protocols required in order to access the Services. Customer shall implement and maintain appropriate technical, physical, organizational, and administrative security measures, procedures, practices, and other safeguards to protect against unauthorized access to the Services through Customer’s accounts, and Customer will be responsible for maintaining the security and confidentiality of all Access Protocols and other access credentials issued to Customer or any Authorized User. Customer shall promptly inform Company of any actual or suspected security incident involving the Services.

3.5 Compliance; Customer’s Program. Customer shall always comply with all international and domestic laws, ordinances, regulations, and statutes that are applicable to its access to and use of the Platform, Documentation, or Services hereunder. Customer is solely responsible for its own membership program, promotions, and promotional credits, including their terms, legality, and fulfillment at Customer’s venues. Customer represents and warrants that it has provided all notices and obtained all consents necessary to submit the Customer Data (including Personal Data of Members) for use by Company and the Services as contemplated herein, including any notices and consents required for Company to send marketing communications to Members on Customer’s behalf.

4. Ownership and Data Rights and Responsibilities

4.1 Company Intellectual Property. The Services, Platform and underlying source code, Documentation, and all worldwide Intellectual Property Rights in each of the foregoing, are the exclusive property of Company and its suppliers. All rights in and to the Services, Platform, and Documentation not expressly granted to Customer in this Agreement are reserved by Company and its suppliers. Except as expressly set forth herein, no express or implied license or right of any kind is granted to Customer regarding the Platform, Documentation, or Services or any part thereof.

4.2 Customer Data and Outputs. Customer is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of Customer Data. Customer will obtain all third-party licenses, consents, and permissions needed for Company to use the Customer Data to provide the Services. Without limiting the foregoing, Customer will be solely responsible for obtaining from third parties all necessary rights for Company to use the Customer Data submitted by or on behalf of Customer for the purposes set forth in this Agreement. Customer grants Company a non-exclusive, worldwide, royalty-free, and fully paid license during the Order Term to use the Customer Data as necessary for purposes of providing and/or improving the Services, and to de-identify and aggregate such Customer Data to create Aggregated Data, and use such Aggregated Data to provide and improve the Services. The Customer Data hosted by Company as part of the Services, the Outputs, and all worldwide Intellectual Property Rights in and to the foregoing, are the exclusive property of Customer; provided that, except as otherwise set forth on an Order Form, the Outputs will only be accessed and used through the Platform and only by Authorized Users for Customer’s internal business purposes. All rights in and to the Customer Data and/or Outputs not expressly granted to Company in this Agreement are reserved by Customer.

4.3 Aggregated Data. Notwithstanding anything to the contrary in this Agreement, Company may monitor Customer’s use of the Services and collect and compile Aggregated Data. As between Company and Customer, all right, title, and interest in Aggregated Data, and all Intellectual Property Rights therein, belong to and are retained solely by Company. Customer acknowledges that Company may compile Aggregated Data based on Customer Data and may use all Aggregated Data to improve the Platform and Services and Company’s other products and services. Customer agrees that Company may (i) make Aggregated Data publicly available in compliance with applicable Laws, and (ii) use Aggregated Data to the extent and in the manner permitted under applicable Laws; provided that such Aggregated Data does not identify Customer or Customer’s Confidential Information.

4.4 Generic Tools. Prior hereto and/or during the course of providing the Services, Company has developed and/or will develop certain coding, programming, or designing techniques, processes, workflows, architecture, trade secrets, methodology, APIs, functions, applications, knowledge, experience, skills, templates, other know-how, and related Intellectual Property Rights, which Company may use on other projects or for other services to third parties as part of the tools of Company’s business, and such developments and Intellectual Property Rights shall constitute “Generic Tools,” so long as, and to the extent that, they do not include any (i) Customer Data or (ii) Customer Confidential Information. Company retains all right, title, and interest in and to Generic Tools and associated Intellectual Property Rights as may be made available to Customer under this Agreement.

4.5 Feedback. If Customer or any of its employees or contractors sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to Company’s intellectual property, including without limitation new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), Company is free to use such Feedback irrespective of any other obligation or limitation between the parties governing such Feedback. Customer hereby assigns to Company on Customer’s behalf, and on behalf of its employees, contractors, and/or agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever, although Company is not required to use any Feedback.

5. Fees and Expenses; Payments

5.1 Fees and Expenses. Customer shall pay to Company, without offset or deduction, the fees and expenses set forth on the applicable Order Form or as otherwise agreed by the parties in writing (“Fees”). Pilot periods may be provided free of charge where so stated on the applicable Order Form or agreed in writing. Company reserves the right to increase the Fees under each Order following the Initial Order Term, and each Renewal Order Term thereafter, but must provide notification of such increases at least thirty (30) days prior to the end of the Initial Order Term or then-current Renewal Order Term. Except as otherwise set forth on an Order Form, all such Fees shall be due and payable within sixty (60) days after Customer’s receipt of an invoice from Company.

5.2 Taxes. The Fees and other amounts payable by Customer to Company do not include any taxes of any jurisdiction that may be assessed or imposed upon the Services or otherwise, including sales, use, excise, value-added, personal property, export, import, and withholding taxes, excluding only taxes based upon Company’s net income. Customer shall directly pay any such taxes assessed. Customer shall promptly reimburse Company for any taxes payable or collectable by Company (other than taxes based upon Company’s net income). If Customer has provided Company with proof of its tax-exempt status, then, in the event that Customer’s tax-exempt status should become altered, Customer shall be obligated to notify Company immediately of any such modification and Customer shall become liable for all taxes as set forth above. In the event Customer fails to notify Company of any such change, Customer shall be liable for payment of any tax-related penalties or interest assessed against Company or Customer as a result of such Customer failure.

5.3 Payment Terms. Except as otherwise set forth on the Order Form, Company accepts and processes payment (including renewals) from Customer only by automated clearing house (ACH) in accordance with instructions to be provided by Company. If any Customer payment is more than thirty (30) days past due, interest at the rate of twelve percent (12%) per annum (or, if lower, the maximum rate permitted by applicable Laws) shall accrue. Unless otherwise specified in this Agreement, all Fees and other amounts paid by Customer under this Agreement are non-refundable. All dollar amounts referred to in this Agreement are in United States Dollars.

5.4 Suspension. In the event that Customer’s account is more than thirty (30) days overdue on any payment for any reason, Company shall have the right, in addition to its remedies under this Agreement or pursuant to applicable Laws, to suspend Customer’s access to or use of the Services, without further notice to Customer, until Customer has paid the full balance owed, plus any interest due.

6. Warranties and Disclaimers

6.1 Mutual Warranties. Each party represents and warrants to the other that: (1) this Agreement has been duly executed and delivered and constitutes a binding agreement enforceable against the executing party in accordance with its terms; (2) no authorization or approval from any third party is required in connection with the execution, delivery, or performance of this Agreement by the executing party; and (3) the execution, delivery, and performance of this Agreement by the executing party do not violate the Laws of any jurisdiction or the terms or conditions of any other agreement to which it is a party or by which it is otherwise bound.

6.2 General Disclaimer. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS SECTION, COMPANY MAKES NO OTHER EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE PLATFORM, DOCUMENTATION, AGGREGATED DATA, INPUTS, OUTPUTS, SERVICES, OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED AND STATUTORY WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, SATISFACTORY QUALITY, ACCURACY, TITLE, AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE PLATFORM, DOCUMENTATION, AND SERVICES ARE PROVIDED “AS IS.” COMPANY DOES NOT WARRANT THAT THE PLATFORM, DOCUMENTATION, OR SERVICES WILL SATISFY CUSTOMER’S REQUIREMENTS, ARE WITHOUT DEFECT OR ERROR, OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF WARRANTIES. THIS SECTION WILL APPLY TO CUSTOMER SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

6.3 Outputs. COMPANY MAKES NO WARRANTY OR GUARANTY THAT THE OUTPUTS WILL PROVIDE ACCURATE, TAILORED, OR INFORMATIVE RESULTS OR BE FIT FOR A PARTICULAR PURPOSE OR USE CASE. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CUSTOMER’S USE OF THE PLATFORM AND ANY OUTPUTS RESULTING THEREFROM, INCLUDING ANY BUSINESS DECISIONS MADE IN RELIANCE ON THE OUTPUTS. CUSTOMER SHOULD EVALUATE THE FITNESS OF ANY OUTPUTS AS APPROPRIATE FOR CUSTOMER’S SPECIFIC USE CASE.

6.4 Customer Warranty. Customer represents and warrants to Company that: (1) Customer owns the Customer Data, or has the necessary licenses, rights, consents, and permissions to authorize Company to use the Customer Data in accordance with this Agreement; (2) Customer Data and the use of Customer Data as contemplated by this Agreement does not and will not: (a) infringe, violate, or misappropriate any third-party right, including any Intellectual Property Right; (b) slander, defame, libel, or invade the right of privacy, publicity, or other property rights of any other person; (c) violate, or cause Company to violate, any law or regulation; (d) be deceptive, obscene, pornographic, or unlawful; or (e) contain any viruses, worms, or other malicious computer programming codes intended to damage Company’s system or data; and (3) Customer will use the Services and Platform in compliance with the Documentation, any instructions provided by Company, and applicable Laws, rules, and regulations. Company may monitor Customer’s use of the Services and may prohibit any use of the Services or Platform it believes may be in violation of the foregoing warranties or applicable Laws.

7. Limitation of Liability

7.1 Exclusion of Damages. EXCEPT WITH RESPECT TO LIABILITY ARISING FROM BREACHES OF CONFIDENTIALITY UNDER SECTION 8, MISAPPROPRIATION BY A PARTY OF THE OTHER PARTY’S INTELLECTUAL PROPERTY RIGHTS, A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR A PARTY’S INDEMNIFICATION OBLIGATIONS (COLLECTIVELY, “EXCLUDED LIABILITY”), NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES OR COSTS DUE TO LOSS OF PROFITS, BUSINESS INTERRUPTION, OR PERSONAL OR PROPERTY DAMAGE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE CAUSE OF ACTION OR THE THEORY OF LIABILITY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE LIKELIHOOD OF SUCH DAMAGES. SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES. THIS SECTION WILL APPLY SOLELY TO THE EXTENT PERMITTED BY APPLICABLE LAWS.

7.2 Amount of Damages. EXCEPT WITH RESPECT TO EXCLUDED LIABILITY, THE MAXIMUM LIABILITY OF EITHER PARTY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO COMPANY DURING THE TWELVE (12) MONTHS PRECEDING THE ACT, OMISSION, OR OCCURRENCE GIVING RISE TO SUCH LIABILITY.

7.3 Basis of the Bargain. THE PARTIES AGREE THAT THE LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF CONSIDERATION OR OF AN EXCLUSIVE REMEDY. THE PARTIES ACKNOWLEDGE THAT THE PRICES HAVE BEEN SET AND THE AGREEMENT ENTERED INTO IN RELIANCE UPON THESE LIMITATIONS OF LIABILITY AND THAT ALL SUCH LIMITATIONS FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.

8. Confidentiality

8.1 Confidential Information. During the term of this Agreement, each party (the “Disclosing Party”) may provide the other party (the “Receiving Party”) with certain information regarding the Disclosing Party’s business, technology, products, or services or other confidential or proprietary information (collectively, “Confidential Information”). The Disclosing Party will mark all Confidential Information in tangible form as “confidential” or “proprietary” or with a similar legend, and identify all Confidential Information disclosed orally as confidential at the time of disclosure and provide a written summary of such Confidential Information within thirty (30) days after such oral disclosure. Regardless of whether so marked or identified, the Platform, Documentation, and all enhancements and improvements thereto will be considered Confidential Information of Company.

8.2 Protection of Confidential Information. The Receiving Party agrees that it will not use or disclose to any third party any Confidential Information of the Disclosing Party, except as expressly permitted under this Agreement. The Receiving Party will limit access to the Confidential Information to Authorized Users (with respect to Customer) or to employees or subcontractors who have a need to know, who have confidentiality obligations no less restrictive than those set forth herein, and who have been informed of the confidential nature of such information (with respect to Company). In addition, the Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner that it protects its own proprietary information of a similar nature, but in no event with less than reasonable care. At the Disclosing Party’s request or upon termination of this Agreement, the Receiving Party will return to the Disclosing Party or destroy (or permanently erase in the case of electronic files) all copies of the Confidential Information that the Receiving Party does not have a continuing right to use under this Agreement, and the Receiving Party shall provide to the Disclosing Party a written affidavit certifying compliance with this sentence.

8.3 Exceptions. The confidentiality obligations set forth in this section will not apply to any information that (a) becomes generally available to the public through no fault of the Receiving Party; (b) is lawfully provided to the Receiving Party by a third party free of any confidentiality duties or obligations; (c) was already known to the Receiving Party at the time of disclosure; or (d) the Receiving Party can prove, by clear and convincing evidence, was independently developed by employees and contractors of the Receiving Party who had no access to the Confidential Information. In addition, the Receiving Party may disclose Confidential Information to the extent that such disclosure is necessary for the Receiving Party to enforce its rights under this Agreement or is required by law or by the order of a court or similar judicial or administrative body, provided that the Receiving Party promptly notifies the Disclosing Party in writing of such required disclosure and cooperates with the Disclosing Party if the Disclosing Party seeks an appropriate protective order.

9. Indemnification

9.1 By Company. Company will indemnify and hold harmless, at its own expense, Customer from and against any and all threatened third-party claims, proceedings, or suits (each, a “Claim”), and pay all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees), arising out of or relating to an allegation that the Platform, when used by Customer as authorized herein, infringes or misappropriates a third party’s patents, copyrights, or trade secret rights under applicable Laws of any jurisdiction within the United States of America. If any portion of the Platform becomes, or in Company’s opinion is likely to become, the subject of a claim of infringement, Company may, at Company’s option: (a) procure for Customer the right to continue using the Platform; (b) replace the infringing Platform (or infringing component) with non-infringing software or services which do not materially impair the functionality of the Platform; (c) modify the Platform so that it becomes non-infringing; or (d) terminate this Agreement and refund any unused prepaid Fees for the remainder of the term then in effect, and upon such termination, Customer will immediately cease all use of the Platform and other Services. Notwithstanding the foregoing, Company will have no obligation under this section or otherwise with respect to any infringement claim based upon (i) any use of the Platform not in accordance with this Agreement or as specified in the Documentation; (ii) any use of the Platform in combination with other products, equipment, software, or data not supplied by Company; or (iii) any modification of the Platform by any person other than Company or its authorized agents. This section states the sole and exclusive remedy of Customer and the entire liability of Company, or any of the officers, directors, employees, shareholders, contractors, or representatives of the foregoing, for infringement claims and actions.

9.2 By Customer. Customer will indemnify and hold harmless, at its own expense, Company and its affiliates, employees, directors, and agents from and against any and all Claims, and pay all liabilities, losses, damages, costs, and other expenses (including attorneys’ and expert witnesses’ costs and fees) arising out of or relating to (a) Customer’s breach or alleged breach of Sections 3.1 and/or 6.4; (b) the Customer Data, including any allegation that Customer failed to provide a legally required notice to, or obtain a legally required consent from, any Member or other person whose Personal Data is included in the Customer Data; (c) Customer’s membership program, promotions, or promotional credits, including their terms, legality, or fulfillment at Customer’s venues; or (d) Customer’s use of the Outputs.

9.3 Procedure. The indemnifying party’s obligations as set forth above are expressly conditioned upon each of the foregoing: (a) the indemnified party shall promptly notify the indemnifying party in writing of any threatened or actual claim or suit; (b) the indemnifying party shall have sole control of the defense or settlement of any claim or suit; and (c) the indemnified party shall cooperate with the indemnifying party to facilitate the settlement or defense of any claim or suit. The indemnified party shall not agree to settle any such claim without the indemnifying party’s express prior written consent. The indemnified party may participate in the defense of the Claim at its own expense and with counsel of its own choosing, but the indemnifying party will have sole control over the defense of the Claim.

10. Term and Termination

10.1 Term. The term of this Agreement will commence on the Effective Date and will continue in full force and effect, unless earlier terminated in accordance with the Agreement. Unless otherwise stated in the applicable Order Form, the Order Term will continue in full force and effect for one (1) year (“Initial Order Term”), unless earlier terminated in accordance with the Agreement. Thereafter, the Order Form will automatically renew for additional terms of one (1) year (each, a “Renewal Order Term”), unless either party gives written notice of non-renewal to the other party no later than ninety (90) days prior to the expiration of the then-current Initial Order Term or Renewal Order Term.

10.2 Termination if No Outstanding Orders. If there are no outstanding Order Forms, either party may terminate this Agreement for any reason upon thirty (30) days’ prior written notice to the other. Neither party may terminate an Order once it has been executed, other than by mutual consent or termination of this Agreement for material breach as set forth below.

10.3 Termination for Breach. Either party may terminate this Agreement or any Order immediately upon notice to the other party if the other party materially breaches this Agreement or the applicable Order, and such breach remains uncured more than thirty (30) days after receipt of written notice of such breach.

10.4 Effect of Termination. Expiration or termination of this Agreement will automatically terminate all active Orders, but termination of a single Order will not result in termination of this Agreement or any other Orders. Upon the expiration or termination of this Agreement or an Order, all rights and licenses granted by Company to Customer under this Agreement or the applicable Order will terminate. Either party’s termination of this Agreement is without prejudice to any other remedies it may have at law or in equity, and does not relieve either party of breaches occurring prior to the effective date of termination. Neither party will be liable to the other for damages arising solely as a result of terminating this Agreement in accordance with its terms.

10.5 Post-Termination Obligations. Unless Customer terminates this Agreement for material breach, if this Agreement expires or is terminated: (1) Company will not refund Customer any Fees paid in advance of such expiration or termination, including pre-paid Fees; and (2) within ten (10) days after such expiration or termination, Customer shall pay Company all remaining Fees set forth under any terminated Order Forms so that Company is paid the full amount agreed to at the commencement of such Order Term (as if the Order Term had run its full course). Within thirty (30) days of the termination or expiration of this Agreement, Customer shall cease all use of the Services. Upon Customer’s written request made within thirty (30) days after termination or expiration, Company will make Customer Data then in Company’s possession available to Customer for export in a commonly used format and/or delete such Customer Data, subject to any legally required retention obligations and to residual copies in routine backups, which remain subject to the confidentiality obligations of this Agreement until deleted in the ordinary course. The sections and subsections titled Definitions, Customer Restrictions and Responsibilities, Ownership and Data Rights and Responsibilities, Warranties and Disclaimers, Limitation of Liability, Confidentiality, Indemnification, Effect of Termination, Post-Termination Obligations, and Miscellaneous will survive expiration or termination of this Agreement for any reason.

11. Miscellaneous

11.1 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the Commonwealth of Pennsylvania, without giving effect to any conflicts-of-laws principles that require the application of the law of a different jurisdiction.

11.2 Dispute Resolution. For any dispute between Customer and Company, Customer agrees to first contact Company at club@joinplayersclub.com and to attempt to resolve the claim with Company informally. In the unlikely event that Company has not been able to resolve a claim it has with Customer within sixty (60) days, the parties each agree to resolve such claim exclusively through binding arbitration by the American Arbitration Association (“AAA”) before a single arbitrator (the “Arbitrator”), under the Expedited Procedures then in effect for AAA (the “Rules”), except as otherwise provided herein, or as otherwise determined by the Arbitrator. In the event of any conflict between the Rules and this Arbitration Agreement, this Arbitration Agreement will control. AAA may be contacted at www.adr.org, where the Rules are also available. The arbitration will be conducted in Berks County, Pennsylvania, unless the parties agree otherwise. Each party will be responsible for paying any AAA filing and administrative and Arbitrator fees in accordance with the Rules, and the award rendered by the Arbitrator will include costs of arbitration, reasonable attorneys’ fees, and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the Arbitrator may be entered in any court of competent jurisdiction. The parties agree that the Arbitrator, and not any federal, state, or local court or agency, will have exclusive authority to resolve any disputes relating to the scope, interpretation, applicability, enforceability, or formation of this Arbitration Agreement, including any claim that all or any part of this Arbitration Agreement is void or voidable, or relating to any defense to arbitration, including waiver, delay, laches, unconscionability, or estoppel. The Arbitrator will also be responsible for determining all arbitrability issues, including issues relating to contract formation and whether the Agreement, or any provision of the Agreement, is unconscionable or illusory.

Notwithstanding anything to the contrary, nothing in this Arbitration Agreement will be construed to prevent Company from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of its data security, Intellectual Property Rights, or other proprietary rights; or as preventing Customer from asserting claims in a small claims court, provided that Customer’s claims qualify and so long as the matter remains in such court and advances on only an individual (non-class, non-representative) basis.

11.3 Severability. If any provision of this Agreement or a portion of a provision is held to be invalid, illegal, or unenforceable, the rest of this Agreement will remain enforceable.

11.4 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

11.5 Remedies. Except as provided in the section titled Indemnification, the parties’ rights and remedies under this Agreement are cumulative. Customer acknowledges that the Services, Platform, and Documentation contain valuable trade secrets and proprietary information of Company, and that any actual or threatened breach of the sections titled Ownership and Data Rights and Responsibilities or Confidentiality, or any other breach by Customer of its obligations with respect to Intellectual Property Rights of Company, will constitute immediate, irreparable harm to Company for which monetary damages would be an inadequate remedy. In such case, Company will be entitled to seek immediate injunctive relief or other equitable relief without the requirement of posting bond. If any legal action is brought to enforce this Agreement, the prevailing party will be entitled to receive its attorneys’ fees, court costs, and other collection expenses, in addition to any other relief it may receive.

11.6 No Assignment. Neither party shall assign, subcontract, delegate, or otherwise transfer this Agreement, or its rights and obligations herein, without obtaining the prior written consent of the other party, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void; provided, however, that either party may assign this Agreement to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or other operation of law, without any consent of the other party. This Agreement shall inure to the benefit of each party’s permitted successors and assigns.

11.7 Publicity. Company may publicly list Customer as a customer of Company and, subject to Customer’s brand guidelines, use Customer’s trademark, trade name, and logo solely for marketing or promotional purposes.

11.8 Force Majeure. Any delay in the performance of any duties or obligations of either party (except the payment of money owed) will not be considered a breach of this Agreement if such delay is caused by a labor dispute, shortage of materials, fire, earthquake, flood, pandemic, epidemic, quarantine, or any other event beyond the control of such party, provided that such party uses reasonable efforts, under the circumstances, to notify the other party of the cause of such delay and to resume performance as soon as possible.

11.9 Relationship of the Parties. Customer’s relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other. Customer will not have, and will not represent to any third party that it has, any authority to act on behalf of Company.

11.10 Notices. All notices required or permitted under this Agreement must be delivered in writing, if to Company, by emailing club@joinplayersclub.com, and if to Customer, by emailing the email address set forth on the Order Form; provided, however, that with respect to any notices relating to breaches of this Agreement or termination, a copy of such notice will also be sent in writing to the other party — if to Company, at our mailing address posted on the Site, and if to Customer, at the address set forth on the Order Form — by courier, by certified or registered mail (postage prepaid and return receipt requested), or by a nationally recognized express mail service. Each party may change its email address and/or address for receipt of notice by giving notice of such change to the other party.

11.11 Counterparts. This Agreement and any Order Form may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. A signed copy of this Agreement or an Order Form delivered by email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original signed copy.

11.12 Entire Agreement. This Agreement (including the DPA, if executed, the Order Form(s), and any supplemental terms agreed by the parties in writing) is the final, complete, and exclusive agreement of the parties with respect to the subject matters hereof and supersedes and merges all prior discussions between the parties with respect to such subject matters. No usage of trade or other regular practice or method of dealing between the parties will be used to modify, interpret, supplement, or alter the terms of the Agreement. No modification of or amendment to this Agreement, or any waiver of any rights under this Agreement, will be effective unless in writing and signed by an authorized signatory of Customer and Company.