Tripleseat Master Service Agreement

1. Definitions.

1.1 “Agreement” means the Tripleseat Order Form, these MSA, and all exhibits and attachments.

1.2 “Affiliates” means any entity which directly or indirectly controls, is controlled by, or is under common control with the subject entity. “Control,” for purposes hereof, means (a) the legal power to direct or cause the direction of the general management and policies of an entity whether directly or indirectly and whether through the ownership of voting securities, by contract, or otherwise, or (b) the beneficial ownership, whether direct or indirect, of fifty percent (50%) or more of the voting securities or other ownership interest or other comparable equity interests of an entity.

1.3 “Authorized Users” mean individuals for whom Customer has paid the applicable Fees to use the Service and who are assigned unique user credentials.

1.4 “Customer Data” means any and all data, including all text, sound, software, images, or video files, point of sale data (including menus, pricing, client information, Transactional Data, global transaction amounts, payment data, any data transiting through a POS, and all derivatives of such data) that are created by or originated with the Customer’s clients and/or provided to Tripleseat by, or on behalf of, Customer or one of its Affiliates.

1.5 “Customer Location” means the locations specified by the Customer which may be amended from time to time in a writing signed by both Parties.

1.6 “Documentation” means any published technical user guides or operating manuals that Tripleseat may make generally available to its customers for use with the Service as updated by Tripleseat from time to time.

1.7 “Fees” means those fees set forth and defined in the Order Form and further described in Section 6 of this Agreement.

1.8 “Intellectual Property Rights” means any and all rights with respect to the Service and related services and materials whether protected, created, or arising under the laws of the United States of America or any other jurisdiction in the world, arising from or under any of the following: patents (including, but not limited to, any applications, extensions, divisions, continuations, continuations-in-part, reexaminations, reissues, and renewals related thereto), copyrights (including, but not limited to, any applications, registrations, and renewals related thereto), trademarks and service marks (including, but not limited to, applications, registrations, and renewals related thereto), trade dress, trade names, trade secrets and know-how and any other intellectual property or proprietary rights of any nature, by whatever name or term known or however designated.

1.9 “Interfaces” means Tripleseat-provided APIs or other supported automated means used to access and store data on the Service.

1.10 “Onboarding Services” means the installation and configuration services provided by Tripleseat to Customer as set forth in the Order Form.

1.11 “Service” means the Tripleseat Subscription, Onboarding and other services specified and defined in the Order Form.

1.12 “Subscription Services” means the software provided by Tripleseat as a service and as set forth in the Order Form.

1.13 “Term” means the Initial Term and any Renewal Term.

1.14 “Transactional Data” means all data collected from the use of the Services or otherwise related to a transaction consummated by Customer clients.

1.15 “Venue” means a branded location where Tripleseat is providing Services. A single Venue may have multiple Customer Locations, where each Customer Location is a different brand and/or is owned by separate legal entities.

2. License.

2.1 Grant of Access. Subject to payment of the applicable Fees and during the Term, Tripleseat hereby grants to Customer and Authorized Users the limited, revocable (as set forth in this Agreement), non-exclusive, non-transferable, non-sublicensable, worldwide, right and license to: (a) access and use the Subscription Services solely for Customer’s and Customer’s Affiliates’ internal business purposes and (b) to embed or link to the “lead form” portion of the Subscription Services on Customer’s website.

2.3. Third-Party Products and Services. The Services may include software, applications, platforms, hosted storage, messaging/communication services, or APIs from third parties (collectively, the “Third Party Services”). These Third Party Services may be changed, modified, or discontinued by the third-party without notice which may impact use of the Services.

2.4 Credentials. Customer is responsible for providing information to Tripleseat that is reasonably requested in writing and necessary to issue Authorized User credentials. Customer shall implement reasonable controls to ensure the security of any login name and password provided to Customer or an Authorized Users by Tripleseat.

2.5 Restrictions; Prohibited Actions. Customer shall not (a) sell, rent, lease, loan, disseminate, hypothecate, grant a security interest in, or otherwise provide the Service to third parties, make the Service available for use by third-parties, or use the Service to provide any outsourcing, timesharing, service bureau, practice management or data processing service; (b) copy, reproduce, modify, or translate the Service; (c) disassemble, decompile, reverse engineer, or make any other attempt by any means to discover or obtain the source code for, the Service; (d) remove, alter, obscure or tamper with any trademark, copyright or other proprietary markings or notices affixed to or contained within the Service; (e) encourage or permit any Authorized Users or other third-party to engage in any of the foregoing; (f) perform any benchmarking or comparative testing on the Service; or (g) use the Service to create any competing product or service. Customer shall require that all Authorized Users comply with the terms of the Agreement, and Customer will be liable for any breach by any User of the terms of the Agreement. Tripleseat may terminate the Agreement at any time upon written notice if Customer violates the foregoing provisions of the Agreement.

2.6 Interfaces. Except for the use of Interfaces, Customer shall not cause or permit the installation or use of any hardware or software that interfaces directly with the Service, where such hardware or software is not part of the reasonably anticipated environment of the Service or technical infrastructure underlying the Service, or reasonably anticipated to be used with the Service, without Tripleseat’s express prior written authorization.

2.7 Artificial Intelligence Features.

2.7.1 AI Service Description. The Service may include optional AI-powered features (“AI Features”) that utilize third-party artificial intelligence services to provide text suggestions, grammar corrections, tone adjustments, and other content enhancements. Tripleseat makes no warranties regarding the accuracy, appropriateness, or fitness for any particular purpose of AI-generated content, and the AI Features are provided on an “AS IS” basis and are subject to availability and usage limitations.

2.7.2 Data Processing. When Customer or its Users utilize AI Features: (a) the content being processed will be transmitted to third-party AI service providers (such as OpenAI or Anthropic) for processing; (b) customer acknowledges and agrees that such third-party providers may process this content according to their own terms and privacy policies; (c) Tripleseat does not control how third-party AI providers process, store, or use the submitted content beyond the immediate processing request; (d) Customer is solely responsible for any content submitted to AI Features.

2.7.3 AI Feature Limitations. Customer acknowledges that: (a) AI-generated suggestions are provided for convenience only and may contain errors, inaccuracies, or inappropriate content; (b) Customer and its Users must review and approve all AI-generated content before use; (c) usage of AI Features may be subject to daily, monthly, or per-Customer group limits as determined by Tripleseat; (d) AI Features may be modified, suspended, or discontinued at any time without notice.

2.7.4 Customer Responsibilities. When using AI Features, Customer shall: (a) not submit any content that violates applicable laws, regulations, or third-party rights; (b) not include personal information of guests, customers, or other third parties without appropriate legal basis and consent; (c) ensure all Users are aware of and comply with these AI Feature terms; (d) be solely responsible for compliance with applicable data protection laws when using AI Features; (e) indemnify, hold harmless and defend Tripleseat for any third party claims, costs and expenses (including reasonable attorneys’ fees) arising from Customer’s use of AI Features.

2.7.5 Restrictions. When using AI Features, Customer shall not: (a) submit content containing personal health information, financial account numbers, social security numbers, or other sensitive personal data; (b) use AI Features to generate content that is deceptive, harmful, discriminatory, or violates any applicable laws; (c) attempt to extract or reverse engineer the AI models or training data; (d) use AI Features in any manner that would knowingly damage Tripleseat’s relationship with its AI service providers; (e) exceed usage limitations or attempt to circumvent usage controls for the AI Features.

3. Ownership Rights.

3.1 Tripleseat Services. As between Customer and Tripleseat, all Intellectual Property Rights, including without limitation all worldwide rights, title, and interest in and to the Service and related materials (including all modifications, alterations, and enhancements thereto and derivative works thereof) and all copies thereof, including all ideas, concepts, methodologies, know-how, trademarks, service marks, patents, copyrights, designs, algorithms and all other intellectual property, industrial property and proprietary rights in the Services, are and will remain the exclusive property of Tripleseat. Except for the rights expressly granted in the Agreement, Customer will have no rights to or other interests in the Services. With respect to the Services, Tripleseat reserves all rights not explicitly granted to Customer under the Agreement.

3.2 Customer Data. Any Customer Data are and shall remain the sole and exclusive property of Customer. Customer has sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and ownership or right to use Customer Data. Tripleseat shall not be responsible or liable for the deletion, correction, destruction, damage, restoration, or loss of any data not resulting from a breach of Tripleseat’s obligations under Section 4 (“Data Security Obligations”). Customer hereby grants Tripleseat a non-exclusive, limited, royalty-free, fully paid, revocable license to access and use Customer Data, solely as necessary to provide the Services or as necessary to comply with applicable laws, rules, regulations, and government orders or requests. Tripleseat shall not use Customer Data for any marketing, benchmarking, or other commercial purpose and shall otherwise treat Customer Data as Confidential Information.

3.3 Customer Data Violations. Tripleseat has the right (but not the obligation) to review Customer Data, and without notice, remove any data that, in the sole reasonable judgment of Tripleseat: a) violates any applicable law, rule or regulation b) violates the rights of any third-party, or c) has the potential to subject Tripleseat to legal action. Tripleseat shall promptly notify Customer of Tripleseat’s decision and the reasons therefore and permit Customer the opportunity to correct any such issue.

3.4 Aggregation and De-identification of Data. Tripleseat may use Customer Data in an anonymized form that cannot identify Customer or any individuals to improve our products and services, conduct industry research, and develop new features that benefit all users. This anonymized data helps us build better solutions for the events industry while protecting Customer’s confidential information.

4. Data Security Obligations.

4. Data Security Obligations. Tripleseat will use industry-standard technical, administrative, and physical security measures to protect Customer Data. Tripleseat will configure and administer the Subscription Service to encrypt sensitive data while in transit. Multiple security measures, including firewalls, will protect systems storing such data and will be subject to periodic security audits. Tripleseat will promptly notify Customer of any actual or suspected unauthorized access to systems containing Customer Data. Tripleseat shall strictly comply with all applicable data protection laws. In the event of a breach of Customer Data, Tripleseat shall promptly inform Customer of such breach, but in no event less than 48 hours from discovering such breach. Notwithstanding any obligation of Tripleseat hereunder, Customer understands that the security of communications sent over the Internet are subject to many factors outside of Tripleseat ’s control, and, as a result, Tripleseat cannot guarantee the safety, security, or privacy of such communication. This paragraph sets forth Tripleseat ’s sole obligations with respect to the security of Customer Data, and Tripleseat does not guarantee that such shall not be compromised, disclosed, or destroyed. Notwithstanding the foregoing, Customer expressly acknowledges and agrees that when utilizing AI Features, Customer Data may be transmitted to and processed by third-party AI service providers. While Tripleseat will use commercially reasonable efforts to ensure such providers maintain appropriate security measures, Tripleseat cannot guarantee the security, confidentiality, or proper handling of Customer Data by such third parties. Customer’s use of AI Features constitutes consent to such third-party processing.

5. Term, Renewal and Modifications.

5.1 Initial Term. The initial term of this Agreement shall be one (1) year unless otherwise set forth in the Order Form.

5.2 Renewal Term. This Agreement will automatically renew for successive terms beginning at the end of the Initial Term and for the period set forth in the Order Form, unless either Party gives notice to the other of its intent not to renew the agreement at least thirty (30) days prior to the end of the then-current Term.

5.3 Modifications. Customer shall have the unrestricted right to transfer such Customer Locations internally as reasonably necessary in the ordinary course of Customer’s business. If Customer adds Locations, then the number of Customer Locations will be increased for the remainder of the Term, and the Locations will co-terminate with the preexisting applicable Term. The number of Customer Locations may not be reduced during the Term.

6. Fees and Payment

6.1 Fees. The Fees for Services shall be those set forth in the applicable Order Form.

6.2 Payments. For the Initial Term, all payments shall be due and payable upon delivery of a valid invoice and thereafter shall be due in advance of the start of the then current Billing Period. All payments must be made in U.S. dollars and in accordance with instructions provided by Tripleseat.

6.3 Disputed Amounts. In the event Customer reasonably and in good faith disputes any amount that appears on an invoice issued by Tripleseat, Customer must notify Tripleseat in writing sufficiently detailing the basis for the dispute within twenty (20) calendar days from receipt of the invoice. Customer will not be required to pay that portion of the disputed invoice until the Parties resolve the dispute or Tripleseat determines the correct amount owed by Customer after a reasonable investigation. Notwithstanding the foregoing, Customer shall pay any portions of an invoice that are not in dispute.

6.4 Non-Payment. In addition to any other rights and remedies set forth in this Agreement, any undisputed amount not paid when due will accrue interest at the rate of one and a half percent (1.5%) per month or the maximum rate permitted by law, whichever is less.

6.5 Taxes. All prices and Fees set forth herein are net amounts to be received by Tripleseat and are exclusive of taxes. Customer will be responsible for all sales, use, or excise taxes and assessments arising from the Agreement and related transactions, including any interest or penalty thereon, except for taxes based upon Tripleseat’s net income. If Customer represents that it is a tax-exempt entity, it shall provide Tripleseat a copy of its tax exemption certificate or similar documentation substantiating its tax exemption. Taxes shall not be deducted from the payments to Tripleseat except as required by law, in which case Customer shall increase the amount payable as necessary so that after making all required deductions and withholdings, Tripleseat receives and retains (free from any Tax liability) an amount equal to the amount it would have received had no such deductions or withholdings been made. Customer shall pay Taxes at the same time as the Fees unless billed separately by Tripleseat, in which event Customer shall pay upon receipt of an invoice indicating the amount of Taxes due.

6.6 Changes to Fees. Unless otherwise set forth herein, Tripleseat may modify the Subscription Fees applicable to a Renewal Term, including but not limited to the scope or structure of existing Fees, introduction of new Fees to cover new features, changing Subscription Service tiers, and terms of payment by notifying Customer of such, in advance in writing. Such changes shall only take effect as of the start of the Renewal Term, Tripleseat shall provide at least sixty (60) days’ notice of such change, and Customer shall have the right to terminate this Agreement as set forth herein if it disagrees with such Fee changes. Notice of a Subscription Fee change may be given electronically through the Service, via an invoice setting forth the revised Subscription Fees, or any other method provided in these Terms of Service.

6.7 Payment Processing. The Service does not directly accept or process event booking payments or credit card information. The Service provides optional integrations with third-party payment processors, such as Tripleseat PartyPay, Stripe, Square or CardConnect, and facilitates payments through the third-party payment processors via hosted fields. The third-party payment processors collect, process, and store payment information at the direction of the Customer or Authorized Users and provide only tokens and notifications to Tripleseat. Tripleseat undergoes yearly attestations and quarterly vulnerability scans (copies of which will be made to Customers upon written request) and maintains PCI compliance for its own operations (as applicable). Tripleseat is not responsible for any issues or disputes arising from the use of third-party payment processors.

6.8 Other Fees. The Customer Agreement may describe other fees payable in connection with the Customer’s use of the Service (“Other Fees”) such as payment processing or booking fees. Such Other Fees will be invoiced and will be payable as described in the Customer Agreement. Other Fees may include charges for AI Feature usage beyond included limits, calculated based on usage metrics such as tokens, API calls, or other measurements as determined by Tripleseat.

7. Confidentiality

7.1 Confidentiality Obligations. “Confidential Information” means: a) non-public information of value to its owner that is the subject of its owner’s reasonable efforts to maintain confidentiality thereof; b) any information that a reasonable person would understand to be confidential based on its content or the circumstances of its disclosure; c) any third-party information that either party has agreed to treat as confidential; and d) any trade secrets. Neither Party shall use or disclose, or permit others to use or disclose, any of the other Party’s Confidential Information without the disclosing Party’s prior written consent or except as expressly authorized hereunder or as required to provide the Service under this Agreement. Each Party shall safeguard the confidentiality of the Confidential Information, including, at a minimum, taking those precautions used by the receiving Party to protect its own Confidential Information of a similar nature, which in no event shall be less than a reasonable degree of care. The receiving Party shall restrict the possession, knowledge, and use of Confidential Information to its employees, agents, and subcontractors who need to know for purposes of this Agreement and are bound by confidentiality obligations no less protective than those contained herein. The receiving Party may disclose Confidential Information as required by law, regulation, or judicial process, in which case, the receiving Party will use reasonable efforts under the circumstances to disclose only such information as is required and to permit the disclosing Party to seek confidential treatment for any Confidential Information. The receiving Party shall promptly notify the disclosing Party of any facts known to such Party regarding any unauthorized disclosure or use of the Confidential Information. All Confidential Information will remain the exclusive property of the disclosing Party. The Parties confidentiality obligations shall continue for so long as disclosed information continues to be subject to reasonable secrecy efforts by the disclosing Party. Confidential Information will not include any information that the receiving Party can demonstrate: (a) was in the receiving Party’s possession at the time of disclosure by the disclosing Party without confidentiality obligation; (b) becomes known to the receiving Party through disclosure by sources other than the disclosing Party who have the legal right to disclose such Confidential Information without confidentiality obligation; or (c) is independently developed by or for the receiving Party without reference to or reliance upon the disclosing Party’s Confidential Information. The placement of a copyright notice on the Service will not constitute publication or otherwise impair the confidential nature thereof. Without limiting the generality of the foregoing, Customer acknowledges that the Service, including the ideas, concepts, methods of operation, architecture, processes, and know-how embodied in such items, constitute the Confidential Information of Tripleseat or its licensors.

7.2 Return/Destruction of Confidential Information. Upon the other Party’s written request, each Party promptly shall (a) return or securely destroy, at the other Party’s direction, all tangible material embodying the Confidential Information in such Party’s possession or under such Party’s control; and (b) if requested by the other Party in writing, deliver a written instrument that such Party has complied with the obligations set forth in this Section.

7.3 Privacy Policy. Tripleseat’s Privacy Policy is set forth at https://tripleseat.com/privacy-policy/ (the “Privacy Policy”) and is incorporated herein by reference to the same extent as if the text contained therein had been reproduced herein in its entirety. All references to “you” in the Privacy Policy shall refer to Customer unless the context and/or usage indicates otherwise.

7.4 Marks. Except to the extent required to provide the Services, Tripleseat shall not use Customer Content or any of Customer’s affiliates’ names, trademarks, or service marks without Customer’s prior written consent. Customer Content posted to Tripleseat’s Service shall be considered consent.

7.5 Injunctive Relief. Each Party recognizes that irreparable injury may result to the other Party in the event of a failure to comply with any of the terms in this Section 7 and that damages could be difficult to ascertain. Accordingly, each Party hereby agrees that, in the event of any such breach or threatened breach, the non-breaching Party will be entitled to seek appropriate injunctive relief without the need to post bond or prove the inadequacy of monetary damages.

8. Warranty and Service Level Agreement.

8.1 Conformance with Documentation. Tripleseat represents and warrants that during the Term the Service will perform as described in the Documentation such that it will not materially impact Customer’s use of the Service. Tripleseat will use commercially reasonable efforts to correct material errors in the Service for which Customer has promptly notified Tripleseat. If Tripleseat determines that it is unable to correct the Service after using commercially reasonable efforts to do so, then Tripleseat‘s sole and exclusive obligation will be to refund a prorated amount of the Fee paid for such Service. This warranty will not apply if: (a) the Service is not used materially in accordance with the Agreement or the Documentation or is used in a manner for which it is not designed, contemplated or specifically recommended by Tripleseat; (b) the Service is adapted, modified, altered or tampered with by anyone other than Tripleseat, its Affiliates, or its authorized agents; (c) the Service is used in conjunction with any programs, services or other products not approved in writing by Tripleseat for use with the Service; or (d) the nonconformance is caused by any Force Majeure event. Customer acknowledges and agrees that this Section 8 sets forth Tripleseat’s exclusive liability and Customer’s exclusive remedy for any breach of the warranty set forth herein.

8.2 Exclusions. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, TRIPLESEAT MAKES NO WARRANTIES WHATSOEVER AND PROVIDE THE SERVICE ON AN “AS IS” AND “AS AVAILABLE” BASIS. TO THE MAXIMUM EXTENT PERMISSIBLE BY LAW, TRIPLESEAT HEREBY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF CUSTOMER ABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OF TRADE, ACCURACY OF INFORMATIONAL CONTENT AND SYSTEM INTEGRATION. TRIPLESEAT DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES TO BE UNINTERRUPTED OR ERROR-FREE AND IS NOT RESPONSIBLE FOR ANY THIRD-PARTY PRODUCTS OR SERVICES. TRIPLESEAT SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES RELATED TO AI FEATURES, INCLUDING WITHOUT LIMITATION THE ACCURACY, RELIABILITY, OR APPROPRIATENESS OF ANY AI-GENERATED CONTENT. CUSTOMER ASSUMES ALL RISKS ASSOCIATED WITH THE USE OF AI FEATURES AND AI-GENERATED CONTENT.

8.3 Service Level Availability. Tripleseat represents that the Subscription Service will be Available for at least 99.9% of each applicable Billing Period (as determined by Tripleseat based on the number of hours the service is Available divided by the total number of hours in the applicable Billing Period). For purposes of this Section, “Available” means that the Subscription Service may be accessed and used by Authorized Users. Subscription Service delays, failures, or interruptions created by causes outside of Tripleseat’s reasonable control, including but not limited to, Customer-operated systems, Customer’s Internet connectivity, and Force Majeure events, will be considered times the Service was Available.

8.4 Customer Warranty. Customer warrants that: a) it has secured all necessary licenses, consents, and authorizations to provide the Customer Data, b) it has all necessary and appropriate Authorized User consents and notices in place to enable lawful transfer of personal information to Tripleseat, and c) the Customer Data will not violate any third-party intellectual property rights.

9. Limitation of Liability

9.1 General. IN NO EVENT WILL EITHER PARTY (i) BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES (INCLUDING ANY DAMAGES FOR LOSS OF DATA, GOODWILL, BUSINESS INTERRUPTION OR THE LIKE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (ii) HAVE AN AGGREGATE LIABILITY FOR ANY CAUSE(S) OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEEDING THE TOTAL SUBSCRIPTION FEES PAID OR PAYABLE BY CUSTOMER TO TRIPLESEAT FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRIOR TO THE EARLIEST DATE ON WHICH THE EVENTS GIVING RISE TO THE LIABILITY OCCURRED. THE FOREGOING LIMITATIONS WILL APPLY REGARDLESS OF THE CAUSE OR THE FORM OF ACTION (WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE) AND NOTWITHSTANDING ANY FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. THIS LIMITATION IS CUMULATIVE, WITH ALL PAYMENTS FOR CLAIMS OR DAMAGES HEREUNDER BEING AGGREGATED TO DETERMINE SATISFACTION OF THE LIMIT. THE EXISTENCE OF ONE OR MORE CLAIMS WILL NOT ENLARGE THIS LIMITATION.

9.2 Exclusions. Notwithstanding the foregoing, the limitations set forth in Section 9.1 shall not apply to either Party’s breach of its confidentiality obligations under Section 7, Customer’s payment obligations, infringement of a Party’s intellectual property rights, a Party’s gross negligence, intentional misconduct, or fraud.

9.3 Cumulative Remedies. Except as otherwise expressly provided herein, all remedies provided for in this Agreement will be cumulative and in addition to and not in lieu of any other remedies available to either Party at law, in equity or otherwise.

10. Suspension and Termination.

10.1 Termination with Cause. Either Party will be entitled to terminate this Agreement in the event of any material breach by the other Party (including any failure by Customer to make payments when due) if such breach is not cured within thirty (30) days (ten (10) days in the case of non-payment) after receipt of written notice thereof.

10.2 Cessation of Business. This Agreement, including all rights and access grants hereunder, will terminate automatically if either Party ceases conducting business in the ordinary course, makes an assignment for the benefit of creditors, or becomes the subject of any judicial or administrative proceedings in bankruptcy, receivership, or reorganization which are not dismissed within thirty (30) days. In the event that Customer becomes the subject of any voluntary or involuntary bankruptcy proceeding, liquidation, dissolution, receivership, or attachment or makes a general assignment for the benefit of creditors, amounts that have been paid to Tripleseat are hereby deemed earned upon receipt and are Tripleseat ’s sole property, irrespective of whether goods or services, have been delivered, and may be applied, in whole or in part, in satisfaction of any obligations owed by Customer to Tripleseat under this Agreement or any other agreement between Customer and Tripleseat.

10.3 Effect of Expiration or Termination. Upon termination of this Agreement for any reason or upon expiration or non-renewal of any applicable Term, all rights granted to Customer hereunder with respect to the Service will terminate, and Customer shall immediately cease all use of the Service and Documentation. Tripleseat shall make all Customer Data available to Customer in machine readable format for thirty (30) days after termination, expiration, or non-renewal at no additional cost to Customer. Customer Data may be made available after such period for an additional fee in accordance with Tripleseat’s published rates. Tripleseat will reasonably cooperate with Customer’s to transfer services or Customer Data from Tripleseat to a third party at Tripleseat’s published hourly rate. Except where the Agreement is terminated by Customer as the result of an unremedied breach by Tripleseat, Customer shall promptly pay to Tripleseat all Fees due and owing under this Agreement. Notwithstanding anything to the contrary contained herein, Sections 1, 3, 6, 7, 9, 10, and 11 as well as any provisions which, by their nature, are intended to survive any expiration or termination of this Agreement, will survive such termination.

10.4 Suspension of Service. Tripleseat is incented to provide continuous Services to its Customer. However, Tripleseat may suspend performance of its obligations under this Agreement if Customer has an unremedied material breach of its obligations under the Agreement or Tripleseat reasonably believes that by providing the Services to Customer, it may: a) subject Tripleseat or a third-party (such as another Tripleseat customer) to liability, b) may impact the Services or their use by a third-party, or c) may violate the rights of a third-party. Under such circumstances, Tripleseat shall promptly notify Customer of Tripleseat’s suspension decision and the reasons therefor. Tripleseat shall promptly resume performance when Customer comes into compliance and/or addresses Tripleseat’s concerns to Tripleseat’s reasonable satisfaction.

11. Miscellaneous.

11.1 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties, whether written or oral, with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or understandings between the Parties with respect to the Services.

11.2 Assignment. Neither Party may assign this Agreement or any rights or obligations hereunder, whether by operation of law or otherwise, without the other Party’s express prior written consent, not to be unreasonably withheld. Either Party may transfer and/or assign this Agreement by operation of law due to a merger or change of control to an entity that does not directly compete with the non-assigning Party, without prior notice to the other Party and without consent. For the purposes of this Agreement, “change of control” means consolidation or any sale of all or substantially all of a Party’s assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred. This Agreement will inure to the benefit of and be binding upon the Party’s successors and permitted assigns. Unless otherwise explicitly agreed to by the non-assigning Party, no assignment by either Party will relieve the assignor from its obligations pursuant to this Agreement. Any assignment in violation hereof will be null and void.

11.3 Notices. All notices or approvals required or permitted hereunder must be in writing and shall be deemed to have been given upon: (a) receipt if sent by USPS certified mail, postage prepaid, return receipt requested; or (b) delivery if sent by a courier service that confirms the delivery in writing. Notices shall be sent to the Parties at their respective addresses listed on the signature page of this Agreement.

11.4 Export Control. Each party agrees to comply with all U.S. export and re-export control laws and regulations and the U.S. economic sanctions, including the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, the laws and regulations issued by the U.S. Department of the Treasury’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations (“ITAR”) administered by the U.S. Department of State. Without limiting the foregoing, Customer covenants that Customer shall not, directly or indirectly, sell, export, re-export, transfer, divert, or otherwise dispose of any Service, products, software, or technology (including products derived from or based on such technology) received from Tripleseat under this Agreement to or for use in or by any country, entity, or person subject to restrictions under the laws or regulations of any jurisdiction, without providing advance notification to Tripleseat and obtaining prior authorization from the relevant government authorities as required by those laws and regulations. Each party hereby indemnifies and holds harmless, to the fullest extent permitted by law, the other Party and its assigns from and against any fines, penalties, judgments, settlements, and reasonable documented costs, including attorneys’ fees, that may arise as a result of a breach of this provision.

11.5 Independent Parties; No Authority to Bind. The relationship of the Parties is that of independent contractors. Neither Party will have any authority to bind the other Party to any obligation by contract or otherwise.

11.6 Severability; No Waiver. If any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, this Agreement will be deemed amended to delete or modify, as necessary, the invalid or unenforceable provision to render it valid, enforceable and, insofar as possible, consistent with the original intent of the Parties. The failure of a Party to require the performance of any obligations of the other Party hereunder will not be deemed a waiver and will not affect its right to enforce any provision of this Agreement at a subsequent time.

11.7 Third Party Beneficiaries. No provisions of this Agreement are intended to create any third-party beneficiary rights or any other rights of any kind in any other party under this Agreement, except that Tripleseat ’s affiliates will be deemed third-party beneficiaries under this Agreement for the purpose of enforcing their rights in their respective intellectual property and Confidential Information.

11.8 Construction; Headings. Titles and headings to sections in this Agreement are inserted for convenience of reference only and are not intended to affect the interpretation or construction of this Agreement. The terms “herein,” “hereof,” “hereunder,” and similar expressions refer to this Agreement and not to any particular section or other portion hereof. Except as expressly provided otherwise, references herein to “days” are to calendar days. Any use of the term “including” in this Agreement will be construed as if followed by the phrase “without limitation.”

11.9 Counterparts. This Agreement may be executed in one or more duplicate counterparts and by electronic signature or other electronic acceptance process. If duplicate counterparts are used, each counterpart will be deemed an original, and all of them will collectively constitute one and the same instrument.

11.10 Amendment. Except as provided in this Agreement, any term or provision of this Agreement may be amended or waived only by a writing, signed, or electronically accepted by both Parties.

11.11 Entire Agreement. This Agreement constitutes the entire understanding and agreement of the Parties, whether written or oral, with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, statements, or understandings between the Parties with respect to the Services. No terms or conditions contained in a Customer purchase order or other similar document shall govern the relationship between the Parties.

11.12 Force Majeure. Neither Party will be held liable to the other Party for failure of performance caused by the other Party or otherwise due to circumstances beyond the non-performing Party’s reasonable control, including acts of God, war, terrorism, strikes or labor disputes, civil disturbances or interruptions in power, communications, transportation, or intervention by governmental authority, pandemic, or epidemic, provided that such Party gives prompt written notice thereof to the other Party. The Party so excused shall remedy any such failure as soon as reasonably possible. If a condition of force majeure continues for more than thirty (30) days, either Party shall have the option to terminate this Agreement without penalty.

11.13 Governing Law, Venue. This Agreement will be governed in accordance with and interpreted under the laws of the State of Delaware without giving effect to its choice of law provisions. The United Nations Convention on Contracts for the International Sale of Goods is hereby excluded in its entirety from the application of this Agreement. The Parties consent to the jurisdiction of the courts of New Castle County in the State of Delaware and/or the United States District Court, District of Delaware, for the purpose of resolving all issues of law, equity, or fact arising out of or in connection with this Agreement. Any action involving claims of a breach of this Agreement must be brought in such courts. Each Party consents to personal jurisdiction over such party in the state and/or federal courts of Delaware and hereby waives any defense of lack of personal jurisdiction.

Date Updated December 17, 2025