Terms

1 Certain Subscriber Responsibilities

1.1 Subscriber’s Offering. Subscriber hereby agrees and acknowledges that all food, beverage, retail products, and services are its own, offered through itself and no other person or entity, and over which it has full and complete dominion and control. All such food, beverage, retail products, and services offered by Subscriber shall be known as “Subscriber Offerings.” Subscriber agrees to cooperate with Partake in providing appropriate descriptions, pictures, or other information needed to display Subscriber’s Offerings on the System for provision of the Services. Partake retains sole control over which of Subscriber’s Offerings to display or otherwise make available for purchase by Subscriber’s customers.

1.2 Payment. Subscriber will timely pay all Fees during the Initial Term and all months for which Subscriber is responsible, if any. Consistent with the term and conditions herein, Subscriber understands that Subscriber will be responsible for the first three months of Fees, irrespective of whether any Subscriber Offerings are sold through Partake’s System.

1.3 Equipment. If Subscriber has selected above to provide own equipment, Subscriber will provide all necessary Equipment as directed by Partake, including a reliable, consistent, and commercial-grade connection to the Internet to allow access by Subscriber to the System.

1.4 Distribution and Provision of Offerings. Subscriber agrees and acknowledges that Partake is offering the System and the Services for Subscriber and Subscriber’s customers’ benefits. Subscriber further agrees and acknowledges that the System and the Services are simply one of Subscriber’s methods of ordering Subscriber’s food, beverages, retail products, and services. Subscriber further agrees and acknowledges that, in order for Subscriber’s customers to properly receive all food, beverages, retail products, and/or services ordered by Subscriber’s customer, Subscriber must control all aspects of offering same to Subscriber’s customers, including, without limitation, the pricing, selection, preparation, delivery, and/or distribution of such food, beverages, and/or services. Subscriber further agrees and acknowledges that it will conduct itself with the utmost of professionalism, morality, and in compliance with all laws, statutes, rules, regulations, agency decisions, or other controlling pronouncements from any governmental or quasi-governmental body or department (collectively, “Laws”).

2. Disclaimer of Warranties

2.1 EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION AND SECTION 3 HEREIN, PARTAKE MAKES NO EXPRESS WARRANTIES AND DISCLAIMS ALL OTHER WARANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY OF FITNESS FOR A PARTICULAR PURPOSE. PARTAKE DOES NOT REPRESENT NOR WARRANT THAT THE SYSTEM WILL ALWAYS PERFORM AS EXPECTED; THAT THE SYSTEM WILL PREVENT ANY LOSS, INJURY, OR DAMAGE, TO CUSTOMER’S OR ITS USERS’ DATA, INCLUDIING, WITHOUT LIMITATION, ORDER DATA, PAYMENT DATA, OR PERSONALLY IDENTIFIABLE INFORMATION, WHETHER BY FAILURE OF THE SYSTEM, INFILTRATION OF THE SYSTEM, OR OTHERWISE; THAT CUSTOMER’S OR SERVICES WILL BE PERFORMED WITHOUT ERROR OR INTERRUPTION; OR THAT THE PROCESS WILL IN ALL CASES PROVIDE THE SERVICES FOR WHICH IT WAS INSTALLED AND EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES. THIS WARRANTY DOES NOT COVER ANY DAMAGE TO MATERIAL OR EQUIPMENT. CUSTOMER AGREES THAT PARTAKE WILL NOT BE LIABLE FOR INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES OF ANY TYPE.

2.2 CUSTOMER AGREES THAT PARTAKE EXPRESSLY DISCLAIMS AND HAS NOT AND DOES NOT ASSUME ANY LIABILITY ON ANY LOSSES AS A RESULT OF THE SYSTEM OR SERVICES NOT WORKING. CUSTOMER AGREES THAT THIS DISCLAIMER IS REASONABLE AND NECESSARY TO INDUCE PARTAKE INTO THIS AGREEMENT BECAUSE, IN ADDITION TO ALL OTHER COMMERCIAL AND VIABLE REASONS, PARTAKE COULD NOT OFFER THE ERVICES OR THE SYSTEM WERE PARTAKE TO ASSUME OR CUSTOMER TO IMPOSE, ON BEHALF OF ITSELF OR ANY OTHER, SUCH LIABILITY.

2.3 Notwithstanding the forgoing, Partake represents and warrants to Subscriber that: (i) Partake is engaged in the business of performing the Services hereunder and has the expertise to perform the Services; (ii) Partake will have all permits, Subscriber’s Materials, certifications, or approvals actually required by applicable Law that Partake believes is needed; (iii) Partake will perform the Services in compliance with the documentation and procedures provided by Subscriber to Partake, and any attachments and schedules; and (iv) Partake is an independent contractor and will have and maintain exclusive control over its employees, agents, and operations, and, except as specifically provided for herein, neither Partake nor anyone employed by it will be deemed to be the agent, representative, or employee of the Subscriber.

3. Care and Use of Equipment

3.1 Title to all rental Equipment is retained by Partake. Subscriber agrees and acknowledges that it will take the utmost care of all Equipment and, upon the termination or cessation of this Agreement for any reason, Subscriber will return same to Partake in like-new condition. Partake will make any repairs to equipment requested by Subscriber for a per-instance Repair Fee of One Hundred Dollars ($100.00). If any Equipment must be replaced, in the discretion of Partake, Subscriber will pay to Partake a per-instance Replacement Fee of Two Hundred Dollars ($200.00). Upon termination, Subscriber shall, at Subscriber’s expense, return all Partake equipment to Partake in good repair, except for ordinary wear and tear resulting from normal use which impairs neither the Equipment’s function nor its presentation.

3.2 Upon termination, it is Subscriber’s responsibility to return defective equipment to Partake within five (5) business days or Subscriber will be deemed to have purchased the replacement and be invoiced for the Replacement Fee. Subscriber agrees to pay to Partake the Repair Fee and the Replacement Fee, as the case may be, for each piece of Equipment in such condition. Subscriber acknowledges that all such repairs are performed by a third-party, and not by Partake, and that Partake makes no representations or warranties, and disclaims any express or implied warranties, concerning any such repairs.

3.3 Partake will not be obligated to provide any repair services under this Section 3 if Subscriber is past-due on any payments called for in this Agreement, including, without limitation, any Fees.

3.4 Subscriber agrees to only use the Equipment provided by Partake for use strictly related to the provision of the Services and use of the System. Subscriber agrees and acknowledges that it will only use Partake’s mobile application, and any derivations thereof, on such Equipment. Subscriber agrees understands and acknowledges that Partake uses a third-party application called “Access My LAN” on its Equipment to track data usage. Subscriber agrees and acknowledges that it will not turn off, modify, or otherwise interfere with this application. Subscriber further agrees and acknowledges that it will notify Partake of any interruption in the Services, the System, or Access My LAN.

3.5 Any Equipment owned and provided by Subscriber is Subscriber’s sole responsibility. Should Subscriber provide its own Equipment, the following obligations will be required of Subscriber:

3.5.1. Subscriber must provide the Equipment with steady, reliable, and constant access to a wireless connection to the Internet over the entirety of Subscriber’s property. Subscriber understands and acknowledges that it is unlikely that Subscriber’s WiFi connection will be sufficient for the System to perform the Services. Subscriber must provide such Internet connection through a third-party data package, if necessary.

3.5.2. Subscriber must create an account on the Partake Web Portal as well as download Partake’s business interface application from the Apple App Store®. Partake does not offer an Android instances of the business interface application at this time. Subscriber must follow the instructions contained in the Partake Web Portal application to create an account within the System. Partake will assist Subscriber with the account creation and login process.

3.5.3. Subscriber must deliver, maintain, and update (as necessary) marketing and branding materials (the “Materials”) to Partake for populating same in the System for the provision of the Services to Subscriber’s customers. Partake must approve, in its sole discretion, all materials intended for population in the System prior to population. The Materials include:

3.5.3.1. Subscriber’s logo in various forms requested;

3.5.3.2. Pictures of food, beverage, retail products, or services;

3.5.3.3. Descriptions, prices, and quantities (for inventory management purposes) of food, beverage, retail products, and services;

3.5.3.4. Pictures of course locations;

3.5.3.5. Description of course; and

3.5.3.6. For each hole

3.5.3.6.1 Par number, handicap, and yardage per tee location for each hole on Subscriber’s facilities;

3.5.3.6.2 Description of each hole on Subscriber’s facilities.

3.6 Subscriber agrees and acknowledges that Partake assumes no liability and specifically disclaims liability for the interruption of Services due to riots, floods, inclement weather, electrical storms, earthquakes, fire, power failures, gas leaks, interruption or unavailability of telephone, Internet, fiber, or other network components, whether provided by Partake or otherwise, other acts of God, or for any other cause beyond the direct control of Partake. Partake will not be required to provide Services to Subscriber while interruption of Services due to any such cause and for a reasonable time thereafter.

3.7 If the Equipment is not functioning, transmitting via the Internet or recording properly for any reason, or is damaged, is not maintained or damaged at Subscriber’s facilities, the System may not function and the Services may not be provided. Partake is not responsible and may not have any way to recreate this data.

4. Term of this Agreement

4.1 Initial Term

4.1.1 The Initial Term of this Agreement will begin on the first date of performance of the Services and continue for three consecutive (3) calendar months.

4.1.2 Either Party may only terminate this Agreement, effective on the final day of the Initial Term, by written notification to the other Party of such Party’s intention to terminate this Agreement, to be sent not less than thirty (30) days prior to the end of the Initial Term.

4.2 Subsequent Terms. Following the Initial Term, this Agreement and the Services will automatically renew indefinitely on a month-to-month basis. Following the Initial Term, either party may terminate this Agreement by written notice to other party. Following the Initial Term, any written termination will be effective on the last day of the month following the date which is three days following such written notice is sent.

4.3 Special Provision for Promotional Periods.

4.3.1 If Subscriber was offered, in writing, and accepted, in writing, any Promotional Period, then Subscriber must complete and pay all amounts due during the Initial Term following the Promotional Period (if any), without the ability of either Party to terminate this Agreement pursuant to Paragraph 4.1.2.

4.3.2 In the event (i) Partake offers, in writing, and Subscriber accepts, in writing, a Promotional Period, but does not take sufficient actions which, in Partake’s sole and complete discretion, do not permit Partake to render all or part of the Services, within five (5) business days, Partake may terminate (without notice or writing) the Promotional Period and Subscriber will be fully liable for any fees, costs, or other amounts originally waived by the Promotional Period and Subscriber hereby agrees that the Initial Term shall begin on that date immediately following Partake’s termination of the Promotional Period.

4.3.3 As used herein, “Promotional Period” means any waiver, forbearance, of modification of any liability, fee, cost, expense, or other amount generally charged to Partake customers similar to Subscriber.

5. Default Termination of the this Agreement

5.1 In the event (i) Subscriber fails to pay any amount due for the System or Services, or (ii) Subscriber fails to comply with any of the terms and conditions hereof and does not remedy or cure such default within ten (10) days following general notice thereof, Partake may terminate this Agreement and cease performing any portion of all of the Services immediately. In the event (i) Subscriber makes an assignment for the benefit of creditors, (ii) an order for relief is entered against Subscriber under any chapter of the Federal Bankruptcy Code, as amended, (iii) a receiver or trustee is appointed for all or substantially all of the assets of the Subscriber, or (iv) there is a dissolution or termination of existence of Subscriber, Partake may pursue any one or more of the following remedies which are cumulative and non-exhaustive: (a) suspend or cancel this Agreement and take possession of all equipment which has not been fully paid for, delivered or installed at Subscriber’s premises, (b) bill Subscriber for license fees and onboarding fees due if agreement is canceled during any Promotional Period or before mandatory three month service period has been met. Partake holds the right to bill for all fees waived during promotional period, onboarding fees waived, and all fees for mandatory 3-month operational period. (c) terminate all Services subscribed to and described herein by giving five (5) days written notice to Subscriber and recover all accrued but unpaid amounts then due; (c) recover from Subscriber the total unpaid purchase price for the System, (d) pursue any other remedy at law or equity now or hereafter existing. The above remedies are cumulative and exercise of one does not preclude the exercise of another.

5.2 Upon termination of this Agreement, Subscriber will deliver all Equipment to Partake in like-new condition. Subscriber agrees and acknowledges that no orders from Subscriber’s customers will be fulfilled commencing immediately following termination or cessation of this Agreement for any reason.

6. Payments, Delinquencies

6.1 Provision for Preferred Transactions. Subscriber agrees and acknowledges that the System allows Subscriber’s customers to purchase Subscriber Offerings on the Subscriber’s customer’s internal credit or other preferred account with Subscriber. Partake will invoice Subscriber for the Service Fee associated with such transactions. Subscriber agrees to pay the Service Fee associated with such transactions. Payment will be due with ten (10) days following receipt of such invoice by Subscriber, unless otherwise specified on the front thereof. “Gross Sales” means the total retail value which would have charged for the transactions of Customer Offerings in a given calendar month, consisting of the price Subscriber offered for any Subscriber Offering, before any discounts, coupons, or courtesy reductions are applied to a given Subscriber Customer.

6.2 Subscriber will pay all other Fees on or before the 3rd day of each calendar month.

6.3 Interest will accrue on all unpaid amounts past due at the lesser of a rate of one percent (1%) per month simple interest or the maximum rate permitted by law until paid. All payments will be due and payable at Partake’s office set forth on the front hereof. If Services are discontinued because of Subscriber’s past due balance, and if Subscriber desires to have the food and beverage management service reactivated, Subscriber agrees to pay in advance to Partake a reconnect charge to be determined by Partake. Subscriber grants Partake the right of setoff relative to any monies due by Subscriber to Partake.

6.4 Subscriber hereby agrees and acknowledges that Partake charges, and Subscriber is hereby obligated to pay, a monthly fee for specific licenses Subscriber selects

6.4.1 Enterprise license is a custom price plan for enterprise corporations and Subscriber agrees to pay negotiated rates accepted upon acceptance of agreement.

6.5 Subscriber hereby agrees and acknowledges that Partake charges, and Subscriber is hereby obligated to pay, a one-time onboarding fee of $750 for license Subscribers.

6.6 Subscriber hereby agrees and acknowledges that Partake charges, and Subscriber is hereby obligated to pay, a one dollar and ninety-nine cent ($1.99) Service fee to Subscriber’s customers for transactions consummated and paid for using the System.

6.7 Subscriber hereby agrees and acknowledges that Partake charges, and Subscriber is hereby obligated to pay, a Commission fee for specific licenses Subscriber selects on all consumer mobile transactions consummated and paid for using the System.

6.7.1 License is a per transaction commission of fifteen (15%) percent.

6.8 Subscriber hereby agrees and acknowledges that Partake charges, and Subscriber is hereby obligated to pay, a blended three-point fifty percent (3.50%) plus thirty cents ($.30) Application fee to subscriber for non-mobile credit transactions consummated and paid for through System and for all transactions during promotional periods.

6.9 Partake will calculate the sales tax required to be paid by Partake as a result of Partake’s provision of the Services to Subscriber, but not for Subscriber’s sales tax liability for food, beverage, retail products, or services provided by Subscriber to its users.

6.10 Partake may change the terms and conditions of the Fees required herein upon Thirty (30) days’ written notice to Subscriber. Such notice may be delivered through the System.

7. Limitations of Liability

7.1 Subscriber understands, acknowledges, and agrees that Partake does not and cannot prevent, prohibit, limit, mitigate, or otherwise insure personal injury, or loss or damage of life or property; the payments provided for herein are based solely on the value of the System and Services, as purchased and subscribed to hereunder; that Partake makes no guaranty or warranty, and expressly disclaims all warranties or guarantees, including, without limitation any express or implied warranty of merchantability, fitness for a particular purpose, that the System or Services will avert, prevent, or mitigate a loss of any kind or the consequences of the loss of any kind which the System or the Services may be understood or interpreted to detect or avert.

7.2 Subscriber acknowledges and agrees that the type, character, quantity, and extent of either the potential risks to Subscriber, its entrants, or any person’s life, investment, or property and/or any actual damages thereto, which may result from any alleged or actual failure to perform any of Partake’s or Subscriber’s obligations herein, including, but not limited to, provision, maintenance, repair, or the failure of the System to properly operate, are uncertain and any estimation of such damages would be unreasonable, impractical, and extremely difficult, because, among other things, the uncertainty of: (a) the amount or value of Subscriber’s property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged, or otherwise affected by occurrences which the System or Service may be understood or interpreted to detect or avert; (b) the response time of any first responder, should any be dispatched as a result of notification; (c) what portion, if any, of any loss, would be proximately caused by any actual or alleged failure by Partake to perform the Services or by the System to operate; (d) the nature of occurrences which might cause injury or death to Subscriber or any other person which the System or Services are designed to detect or avert; or (e) the reliability of the broadband internet connection, network, hardware, internet service provider, or telephonic communication lines to consistently connect to Subscriber’s facilities or the Equipment; or (f) training, attendance, and staffing requirements at Partake’s central food and beverage management stations or facilities.

7.3 Subscriber understands and agrees that, due to the uncertainty described immediately above, if Partake should be found liable for loss or damage to properly perform or the failure of Partake to perform any obligation or to provide the Services, including, but not limited to, receiving data, recognizing a problem, notification of any person or entity of the problem, or the failure of any service or equipment in any respect whatsoever, CUSTOMER ACKNOWLEDGES AND AGREES THAT IN EVERY EVENT AND FOR EVERY CLAIM, PARTAKE’S LIABILITY TO CUSTOMER WILL BE LIMITED TO AND WILL NOT EXCEED THE LESSER OF 10% OF THE ANNUAL PAYMENTS CONTRACTED FOR HEREIN OR FIVE HUNDRED DOLLARS ($500.00). CUSTOMER ACKNOWLEDGES AND AGREES THAT THIS LIMITATION WILL BE CUSTOMER’S SOLE AND EXCLUSIVE MEASURE OF DAMAGES, AND THAT PROVISIONS OF THIS SECTION WILL APPLY TO ALL LOSS OR DAMAGE, IRRESPECTIVE OF CAUSE OR ORIGIN, ACTUALLY OR ALLEGEDLY RESULTS DIRECTLY OR INDIRECTLY, TO PERSONS OR PROPERTY, FROM PERFORMANCE OR NON-PERFORMANCE OF THE OBLIGATIONS IMPOSED BY THIS SUBSCRIPTION AGREEMENT, OR FROM ANY NEGLIGENCE OR FAILURE TO PERFORM DUTIES UNDER THIS SUBSCRIPTION AGREEMENT, ACTIVE OR OTHERWISE, OF PARTAKE, ITS PARENTS, AFFILIATES, SUBSIDIARIES, SHAREHOLDERS, OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, REPRESENTATIVES, SUCCESSORS, OR ASSIGNS (THE “PARTAKE PARTIES”); PROVIDED, HOWEVER, THAT THE FOREGOING LIMITATION ON PARTAKE’S LIABILITY WILL NOT APPLY IN THE EVENT OF WILLFUL MISCONDUCT ON THE PART OF AN ACTIVE EMPLOYEE OF PARTAKE ACTING WITHIN THE SCOPE OF HIS OR HER EMPLOYMENT. CUSTOMER AGREES AND ACKNOWLEDGES THAT, IN THE EVENT THIS LIMITATION IS ADJUDGED TO BE IN VIOLATION OF ANY LAW, ANY COURT OF COMPETENT JURISDICTION MAY BE REFORMED TO THE LOWEST POSSIBLE LIMITATION OF LIABILITY WHICH IS NOT IN VIOLATION OF LAW. CUSTOMER AGREES AND ACKNOWLEDGES THAT, DUE TO THE NATURE OF ITS SUBSCRIPTION AGREEMENT WITH PARTAKE, THIS LIMITATION IS TO APPLY TO ANY ACTUAL, POTENTIAL, OR ALLEGED GROSS NEGLIGENCE OF PARTAKE. PARTAKE MAY ASSUME ADDITIONAL LIABILITY BY ATTACHING AN AMENDMENT TO THIS CONTRACT STATING THE EXTENT OF ANY ADDITIONAL LIABILITY AND ANY ADDITIONAL COST, IF APPROVED BY BOTH PARTIES. CUSTOMER AGREES THAT, NOTWITHSTANDING ANY LANGUAGE, TERM, OR CONDITION TO THE CONTRARY, PARTAKE IS NOT ACTING AS AN INSURER OR OTHER MANAGER OR DISTRIBUTOR OF RISK ON CUSTOMER’S BEHALF.

8. Assignment

8.1 Partake will have the right to assign this Agreement to any other person, firm, or corporation without the prior consent of Subscriber. Partake may subcontract any surveillance, food and beverage management, maintenance, emergency response, or other Service without the prior consent of Subscriber. Subscriber acknowledges that this Agreement will inure to the benefit of and are applicable to any valid assignees and/or subcontractors of Partake, and that they bind Subscriber with respect to such assignees and/or subcontractors with the same force and effect as to Partake.

8.2 Subscriber acknowledges and agrees that the vacating, sale, or any transfer of ownership of Subscriber’s premises will not relieve the Subscriber of duties and obligations under this Agreement. Subscriber agrees to disclose the existence, terms, conditions, and obligations of this Agreement to any transferee, of any kind, of Subscriber’s premises

9. Ownership of Data and Intellectual Property; Privacy

9.1 Subscriber agrees and acknowledges that, to the fullest extent of all applicable Laws, all data, information, payment information, records, transactions, receipts, and other electronic information and communications (“Data”) belongs to Partake; provided, however, that Subscriber will not own, control, manage, or be otherwise responsible for any personally identifiable information (“PII”), any information provided to Partake by Subscriber pursuant to Section 3.5.4, or any information required to process credit card transactions, ACH transfers, or other electronic funds transfers of any kind (“Subscriber’s Data”). Subscriber agrees and acknowledges that Partake does not curate, hold, store, manage, or otherwise exercise dominion or control Data. Subscriber hereby irrevocably assigns, on behalf of Subscriber, its shareholders, directors, officers, employees, agents, successors, and assigns, all Data used by the System or in provision of the Services, but not Subscriber’s Data. Subscriber agrees, understands, and acknowledges that Subscriber has complete dominion, control, and responsibility for all of Subscriber’s Data.

9.2 Subscriber agrees and acknowledges that Subscriber will take all necessary actions to protect, and will at all times act consistently with, preserving and creating equity and goodwill in Partake’s intellectual property, logos, branding, and the color schemes comprising thereof, as if same belonged to Subscriber.

9.3 Subscriber agrees and acknowledges that Partake assumes no liability and specifically disclaims liability for unauthorized access to the System of any kind, including, without limitation, through the Internet or network, or for data corruption caused by any person or entity.

9.4 Subscriber acknowledges and agrees that Subscriber is principally engaging Partake to provide food and beverage management services. Subscriber agrees and acknowledges that the Services do not violate any privacy standards, rules, or regulations of Subscriber which may apply to Subscriber or Subscriber’s shareholders, owners, directors, officers, employees, agents, representatives, entrants, or customers. Subscriber agrees and acknowledges that it will provide Partake notice, in writing, of any potential privacy concerns and disclose the nature of its arrangement with Partake to all of Consumer’s users.

9.5 Customer will understands, agrees, and acknowledges Partake’s Privacy Policy, located at https://partake.golf/privacy-policy. Customer agrees and acknowledges that, in the event Customer does not or cannot have access to Partake’s Terms and Conditions or Privacy Policy, Customer will request, and Partake will provide, a copy.

10. License of Subscriber’s Materials

10.1 Subscriber agrees and acknowledges that Partake may use Subscriber’s name, trade name, promotional materials, pictures of Subscriber’s facilities, and the Materials to advertise Subscriber, Partake, the System, and the Services. Subscriber hereby provides Partake with a non-exclusive, revocable license to use same for until this Agreement is terminated for any reason, effective on the notice of such termination.

10.2 All Subscriber’s Materials granted herein under any Patent Rights shall be in effect from the Effective Date of this Agreement until the termination hereof.

10.3 Subscriber represents and warrants that it has full rights to grant the license for Subscriber’s Materials set forth herein.

11. Confidentiality

11.1 The terms, but not the existence, of this Agreement shall be treated as confidential information by the parties, and neither party shall disclose the terms or conditions of this Agreement to any third party (other than its Related Companies and divested businesses licensed pursuant to this Agreement) without the prior written permission of the other party. Each party, however, shall have (i) the right to represent to third parties that such party is licensed for the products and patents as provided by this Agreement, and (ii) the right to make disclosures to the extent required by an order of court, regulation of another governmental body, or otherwise by law or by a stock exchange, provided that the party shall promptly provide written notice to the non disclosing party of the intended disclosure and of the court order or regulation prior to such disclosure and that the party takes all reasonable steps to minimize such disclosure by, for example, obtaining a protective order and/or appropriate confidentiality provisions requiring that such information to be disclosed be used only for the purpose for which such law, order, regulation or requirement was issued. Additionally, each party may disclose this Agreement or its contents to the extent reasonably necessary, under a typical confidentiality expectations, to its accountants, attorneys, financial advisors and in connection with due diligence activities relating to the sale of the stock or a portion of the business of a party or its Related Companies.

12. Third-Party Indemnification

12.1 Partake hereby agrees to defend, indemnify, and hold harmless (“Indemnify”) Subscriber against any and all third-party claims, suits, actions, losses, damages (actual, consequential, exemplary or other), liabilities, obligations, and costs reasonably incurred in the defense of any claim whatsoever, including all expenses connected therewith and reasonable counsel fees (“Claims”) directly or indirectly arising out of or in any way related to: (a) any actual violation of any applicable Laws; (b) any actual, grossly negligent actions or inactions or willful misconduct of Partake or any employee, representative, or agent of Partake during the actual performance of the Services; or (c) any actual infringement of any intellectual property right effective in the United States, except for any infringement claimed the basis of which is any information provided by Subscriber or known to Subscriber; provided, however, that Partake will not be obligated to defend, indemnify, or hold an Subscriber harmless for any Claim which includes a Claim or allegation of Subscriber’s negligence or other wrongful conduct. Further provided, that, notwithstanding anything herein to the contrary, Partake’s foregoing indemnity, defense, and hold harmless obligations will only apply to Claims in which Partake is the sole but-for cause of any complainant’s injury.

12.2 Subscriber hereby agrees to Indemnify the Partake Parties against any and all third-party Claims directly or indirectly arising out of or in any way related to: (a) any alleged or actual negligent conduct of Partake related to the System; (b) any alleged or actual negligent or grossly negligent conduct of Partake related to the Services, including, without limitation, any claims related to any customer, employee, agent, invitee, guest, or licensee of Subscriber purchasing or consuming any beverage containing alcohol; (c) any of Subscriber’s alleged or actual negligent conduct or willful misconduct of Subscriber; or (d) any actual or alleged violation of any privacy right, including, without limitation, the loss or corruption of any of Subscriber’s Data. Notwithstanding the foregoing (but withstanding subsection (b) hereof), this indemnity will not apply to Subscriber’s actual liability caused by actual negligent or grossly negligent conduct or willful misconduct of Partake’.

12.3 These obligations of the Parties to defend, indemnify, and hold harmless each other will remain in full force and effect for a reasonable period following termination of this Agreement for any reason.

13. Miscellaneous

13.1 Notices. Any notice required, under the terms of this Agreement will be sent via e-mail to at least two (2) employee or representatives of a Party and via certified mail, return receipt requested, or other delivery service with delivery confirmation, to the address for the Party set forth above or to any other address provided by one Party to the other from time to time in writing. Such notice will be deemed given at the latter date of (a) sending via e-mail or (b) delivered to or deposited in the United States mail or other appropriate delivery service.

13.2 Governing Law. ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY, ENFORCEMENT, OR INTERPRETATION OF THE TRANSACTIONS CONTEMPLATED BY THIS SUBSCRIPTION AGREEMENT WILL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO THE PRINCIPLES OF CONFLICTS OF LAW THEREOF. EACH PARTY AGREES THAT ALL PROCEEDINGS CONCERNING SUCH QUESTIONS WILL BE COMMENCED EXCLUSIVELY IN THE STATE AND FEDERAL COURTS SITTING IN DALLAS COUNTY, TEXAS. EACH PARTY HEREBY IRREVOCABLY SUBMITS TO THE EXCLUSIVE PERSONAL JURISDICTION OF THE STATE AND FEDERAL COURTS OF DALLAS COUNTY, TEXAS AND THE STATE OF TEXAS FOR THE ADJUDICATION OF ALL DISPUTES OR QUESTIONS HEREUNDER OR IN CONNECTION HEREWITH OR WITH ANY TRANSACTION CONTEMPLATED HEREBY OR DISCUSSED HEREIN. EACH PARTY HEREBY IRREVOCABLY WAIVES, AND AGREES NOT TO ASSERT IN ANY SUIT, ACTION, OR OTHER PROCEEDING, ANY CLAIM OR ARGUMENT THAT SUCH PARTY IS NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS OR THAT SUCH SUIT, ACTION, OR OTHER PROCEEDING IS IMPROPER OR IS AN INCONVENIENT VENUE FOR SUCH PROCEEDING.

14. Entire this Agreement; Modification; Waiver; Invalid Provisions.

14.1 This writing, together with its attachments, exhibits, schedules, addendums, and/or riders, if any, is intended by the parties as the full and final expression of the Parties’ agreements and as the complete and exclusive statement of the terms thereof. This this Agreement supersedes all prior representations, understandings, or agreements of the Parties, whether written or oral, and will constitute the sole terms and conditions of the Services. This this Agreement can be modified only by a writing signed by the parties or their duly authorized agent. No failure to inform, notice, prosecute, or otherwise act on a term or condition, or breach of a term or condition, whether material or immaterial, of this Agreement will be construed to be a waiver of such term, condition, or breach. In the event any of the terms or provisions of this Agreement will be declared invalid or inoperative by operation of law or otherwise, the remaining terms and provisions will remain in full force and effect.

15. Intellectual Property

15.1 Subscriber will take all commercially reasonable actions or all actions required by Law to fully and completely disclose and inform any employee, representative, guest, or invitee of Subscriber of Partake’s System and Services. Partake will not be responsible for Subscriber’s failure to disclose or inform Subscriber’s customers. Subscriber agrees to Indemnify the Partake Parties for all Claims related to or arising in any way from Subscriber’s alleged or actual failure to disclose or inform or any alleged or actual violation of any privacy right or Law.

The above item is the last section of this Agreement.