Terms and Conditions

Last Updated: April 20, 2026

These Terms and Conditions ("SaaS Terms" or this "Agreement") apply to the agreement entered into between The Club (as identified on the applicable Activation Form) and the Sonato (as identified on the applicable Activation Form) ("Master Agreement") and set forth the terms and conditions under which Sonato will provide The Club with access to certain components of SonatoOS as set forth on the applicable Activation Form ("Application(s)"). The Applications will hereinafter collectively be referred to as "SonatoOS".

1.1 Subscription Grant:

Subject to all limitations and restrictions contained herein, Sonato grants The Club a subscription, software as a service ("SaaS"), nonexclusive, and nontransferable right to access and operate the object code form of Applications as hosted by Sonato as described in the applicable Activation Form ("Use"), exclusively for The Club's internal use. For clarity, an "Application" means Sonato's proprietary software that is specifically subscribed to The Club pursuant to the applicable Activation Form.

1.2 Use:

The Club will have a limited right to use SonatoOS solely for its internal business purposes to perform the functions described in the Documentation provided within the Application. The Club shall not allow any website that is not fully owned by The Club to frame, syndicate, distribute, replicate, or copy any portion of The Club's website that provides direct or indirect access to the Application. The Club shall not allow any website that is not fully owned by The Club to frame, syndicate, distribute, replicate, or copy any portion of The Club's website that provides direct or indirect access to the Software. The Club shall not permit any subsidiaries, affiliated companies, or third parties to access the Software.

1.3 Subscription Type:

The type of license granted is a "Multi-Location, Global Subscription." A "Multi-Location, Global Subscription" means that the Application subscribed to may be used by an unlimited number of individual users solely for the internal use and benefit of The Club across any and all club locations existent now and in the future, subject to the terms of these SaaS Terms.

1.4 General Restrictions:

The Club shall not and shall not permit any Affiliate, User, or other third party to: (a) copy, create a derivative work of, reverse engineer, reverse assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to discover any source code or modify the Software in any manner or form unless expressly allowed in writing; (b) obtain unauthorized access to the Software (including without limitation permitting access to or use of the Software via another system or tool, the primary effect of which is to enable input of requests or transactions by other than authorized Users); (c) use the Software in a manner that is in violation of any third party rights of privacy or Intellectual Property Rights; (d) issue or participate in any press release or other public statement related to this Agreement or the Software without prior written consent of Sonato; (e) publish, post, upload or otherwise transmit The Club Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another. "The Club Data" means all electronic data or information submitted by The Club and stored by Sonato for The Club.

1.5 Additional Restrictions:

In no event will The Club disassemble, decompile, or reverse engineer the Application or Confidential Information (as defined herein) or permit others to do so. Disassembling, decompiling, and reverse engineering include, without limitation: (i) converting the Application from a machine-readable form into a human-readable form; (ii) disassembling or decompiling the Application by using any means or methods to translate machine-dependent or machine-independent object code into the original human-readable source code or any approximation thereof; (iii) examining the machine-readable object code that controls the Application's operation and creating the original source code or any approximation thereof by, for example, studying the Application's behavior in response to a variety of inputs; or (iv) performing any other activity related to the Application that could be construed to be reverse engineering, disassembling, or decompiling. To the extent any such activity may be permitted pursuant to a written agreement, the results thereof will be deemed Confidential Information subject to the requirements of these SaaS Terms.

1.6 Authorized Users:

"Authorized Users" will only consist of: (i) employees of The Club, and (ii) subject to Section 4 (Confidentiality), third-party contractors of The Club who do not compete with Sonato ("Permitted Contractors") each of whom shall have rightful access to Site Subscription. Permitted Contractors may Use the Software only at The Club's place of business or in the presence of The Club personnel. The Club is fully liable for the acts and omissions of Permitted Contractors under these SaaS Terms. The Club shall not permit any parent, subsidiaries, affiliated entities, or third parties to access the Software.

1.7 The Club License Grant:

The Club grants to Sonato a non-exclusive, royalty-free license to access, use, reproduce, modify, perform, display, and distribute The Club data as is reasonable or necessary for Sonato to perform or provide the Application or any Support Services.

2.1 The Club Support

Sonato shall, at its sole discretion, provide technical support by telephone, video conference, email, and/or support tickets. Upon request by The Club via email, Sonato may access, add, or delete—for the purpose of satisfying The Club's support request—The Club's account and associated data, including but not limited to member name, email address, photo, mobile number, visit history, and other technical details. Sonato may also create, delete, activate, or deactivate Alliance Member and/or Alliance Member accounts. The Club is responsible for verifying the accuracy of any changes made due to a support request, with particular importance given to any changes made regarding Alliance Members and associated Alliance Supplements. At no time will Sonato be responsible for any errors or omissions, including those related to commission calculation or billing, resulting from changes made due to materials or instructions provided by The Club pursuant to a support request. Sonato does not represent or warrant that the Sonato site and Alliance will operate error-free or be continually available. Sonato's support obligations are subject to the Service Level Agreement attached to the Activation Form ("Service Level Agreement").

3.1 Service Availability:

Sonato will use reasonable efforts to achieve Sonato's availability goals described in the Service Level Agreement.

3.2 Support Services:

The Club may receive certain support services for the Application as specified in the Service Level Agreement contained in the Applicable Activation Form and subject to any additional terms stated therein.

3.3.(i) Services Remedy:

If Sonato's performance of its obligations fails to conform to the warranty set forth in Section 3.2 above, then The Club's exclusive remedy and Sonato's sole obligation with respect to Support Services will be as follows: (a) following notice of non-conformance, Sonato will have 30 days in which to correct the non-conformance at no additional charge; and (b) if Sonato has not corrected the non-conformance within such period, then Sonato will refund The Club the unamortized fees paid to Sonato for the non-conforming services.

4.1 Reservation of Rights:

By this agreement, The Club irrevocably acknowledges that, subject to the rights granted herein, The Club has no ownership interest in the Software, Sonato Software Products, or Sonato materials provided to The Club. Sonato will own all right, title, and interest in such Software and Sonato materials, subject to any limitations associated with the intellectual property rights of third parties. Sonato reserves all rights not specifically granted herein.

4.2 Marks and Publicity:

Sonato and The Club trademarks, trade names, service marks, and logos, whether or not registered ("Marks"), are the sole and exclusive property of the respective owning party, which owns all right, title, and interest therein. Sonato may: (i) use The Club's name and/or logo within product literature, press release(s), social media, and other marketing materials; (ii) The Club's statements in one or more press releases; and/or (iii) make such other use of The Club's name and/or logo as may be agreed between the parties. Additionally, Sonato may include The Club's name and/or logo within its list of The Clubs for general promotional purposes. Sonato shall comply with The Club's trademark use guidelines as such are communicated to Sonato in writing and Sonato shall use The Club's Marks in a manner which is consistent with industry practice. Neither party grants to the other any title, interest, or other right in any Marks except as provided in this Section.

5.1 Definition. "Confidential Information" and Privacy:

Includes all information marked pursuant to this Section and disclosed by either party, before or after the start date of any agreement entered into between The Club and Sonato and generally not publicly known, whether tangible or intangible and in whatever form or medium provided, as well as any information generated by a party that contains, reflects, or is derived from such information. Sonato may only access or disclose information about The Club, The Club's account, or Authorized users/end users in order to: (a) comply with the law or respond to lawful requests or legal process; (b) protect Sonato, its The Clubs' or partners' rights or property, including enforcement of this Agreement or other policies associated with the Software and services; and (c) act on a good faith belief that such disclosure is necessary to protect personal safety or avoid violation of applicable law or regulation.

5.2 Confidentiality of Software:

Without limiting the generality of the foregoing, the following are deemed Sonato Confidential Information: (i) the Software and other related materials furnished by Sonato; (ii) the oral and visual information relating to the Application; and (iii) these SaaS Terms.

5.3 Exceptions:

Without granting any right or license, the obligations of the parties hereunder will not apply to any material or information that: (i) is or becomes a part of the public domain through no act or omission by the receiving party; (ii) is independently developed by the other party without use of the disclosing party's Confidential Information; (iii) is rightfully obtained from a third party without any obligation of confidentiality; (iv) is already known by the receiving party without any obligation of confidentiality prior to obtaining the Confidential Information from the disclosing party; or (v) aggregate data collected or generated by Sonato or on behalf of Sonato regarding Sonato's software products and services (for purposes of providing or improving Sonato's software products and services, marketing and other purposes) that does not contain any personal information or information specific to The Club. In addition, neither party will be liable for disclosure of Confidential Information if made in response to a valid order of a court or authorized agency of government, provided that, to the extent allowed by applicable law, notice is promptly given to the disclosing party so that the disclosing party may seek a protective order and engage in other efforts to minimize the required disclosure. The parties shall cooperate fully in seeking such protective order and in engaging in such other efforts.

5.4 Ownership of Confidential Information:

Nothing in these SaaS Terms will be construed to convey any title or ownership rights to the Software or other Confidential Information to The Club or to any patent, copyright, trademark, or trade secret embodied therein, or to grant any other right, title, or ownership interest to Sonato's Confidential Information. Neither party shall, in whole or in part, sell, lease, license, assign, transfer, or disclose the Confidential Information to any third party and shall not copy, reproduce or distribute the Confidential Information except as expressly permitted in these SaaS Terms. Each party shall take every reasonable precaution, but no less than those precautions used to protect its own Confidential Information, to prevent Theft, disclosure, and the unauthorized copying, reproduction or distribution of the Confidential Information.

5.5 Non-Disclosure:

Each party agrees at all times to use all reasonable efforts, but in any case no less than the efforts that each party uses in the protection of its own Confidential Information of like value to protect Confidential Information belonging to the other party. Each party agrees to restrict access to the other party's Confidential Information only to those employees or Subcontractors who: (i) require access in the course of their assigned duties and responsibilities; and (ii) have agreed in writing to be bound by provisions no less restrictive than those set forth in this Section.

5.6 Injunctive Relief:

Each party acknowledges that any unauthorized disclosure or use of the Confidential Information would cause the other party imminent irreparable injury and that such party will be entitled to, in addition to any other remedies available at law or in equity, temporary, preliminary, and permanent injunctive relief in the event the other party does not fulfill its obligations under this Section.

5.7 Suggestions/Improvements to Software:

Notwithstanding this Section, unless otherwise expressly agreed in writing, all suggestions, solutions, improvements, corrections, and other contributions provided by The Club regarding the Software or other Sonato materials provided to The Club will be owned by Sonato, and The Club hereby agrees to assign any such rights to Sonato. Nothing in these SaaS Terms will preclude Sonato from using in any manner or for any purpose it deems necessary the know-how, techniques, or procedures acquired or used by Sonato in the performance of services hereunder.

6.1 No Malicious Code:

To the knowledge of Sonato, the Application does not contain any malicious code, program, or other internal component (e.g. computer virus, computer worm, computer time bomb, or similar component), that could damage, destroy, or alter the Application, or which could reveal, damage, destroy, or alter any data or other information accessed through or processed by the Application in any manner. This warranty will be considered part of and covered under the provisions of these SaaS Terms. The Club must: (i) notify Sonato promptly in writing of any nonconformance under this warranty; (ii) provide Sonato with a reasonable opportunity to remedy any nonconformance under the provisions of these SaaS Terms; and (iii) provide reasonable assistance in identifying and remedying any nonconformance.

6.2 Services Warranty:

Sonato warrants that all services performed hereunder shall be performed in a workmanlike and professional manner.

6.3 Modifications:

Notwithstanding anything to the contrary in this Section, any and all warranties under these SaaS Terms are void if The Club has made changes to the Software or has permitted any changes to be made other than by or with the express, written approval of Sonato.

7.1 Sonato Indemnity:

Sonato will defend at its expense any cause of action brought against The Club, to the extent that such cause of action is based on a claim that the Application, as hosted by Sonato to The Club, infringes a United States patent, copyright, or trade secret of a third party ("Claim"). Sonato will pay those costs and damages finally awarded against The Club pursuant to any such claim or paid in settlement of any such claim if such settlement was approved in advance by Sonato. Sonato will have sole control over the defense and settlement of the Claim through counsel of its choosing, provided The Club's consent shall be required to any settlement that requires substantial performance or an admission of wrongdoing by The Club. The Club may retain its own counsel at The Club's own expense.

7.2 No Liability:

Sonato will have no liability for any claim of infringement based on: (i) Software which has been modified by parties other than Sonato where the infringement claim would not have occurred in the absence of such modification; (ii) The Club's use of the Software in conjunction with data or third party software where use with such data or third party software gave rise to the infringement claim; or (iii) The Club's use of the Software outside the permitted scope of these SaaS Terms.

7.3 Remedies:

Should the Software become, or in Sonato's opinion is likely to become, the subject of a claim of infringement, Sonato may, at its option, (i) obtain the right for The Club to continue using the Software, (ii) replace or modify the Software so it is no longer infringing or reduces the likelihood that it will be determined to be infringing, or (iii) if neither of the foregoing options is commercially reasonable, terminate the access and Use of the Software. Upon such termination, The Club shall cease accessing the Software, and Sonato will refund to The Club, as The Club's sole remedy for such subscription termination, the subscription fees paid by The Club for the terminated license for the past twelve (12) months. THIS SECTION 6 STATES THE ENTIRE LIABILITY OF SONATO WITH RESPECT TO ANY CLAIM OF INFRINGEMENT REGARDING THE APPLICATION.

7.4 The Club Indemnity:

The Club agrees to defend, indemnify, and hold Sonato and its officers, directors, employees, consultants, and agents harmless from and against any and all damages, costs, liabilities, expenses (including, without limitation, reasonable attorneys' fees), and settlement amounts incurred in connection with any claim arising from or relating to The Club's: (i) breach of any of its obligations set forth in Section 8 (The Club Obligations); (ii) The Club's gross negligence or willful misconduct; (iii) actual or alleged use of the Application in violation of these SaaS Terms or applicable law by The Club or any Authorized Users; (iv) any actual or alleged infringement or misappropriation of third party intellectual property rights arising from data provided to Sonato by The Club or otherwise inputted into the Application, whether by The Club, an Authorized User or otherwise including The Club Work Product (as defined below); and/or (v) any violation by The Club or its Authorized Users, of any terms, conditions, agreements or policies of any third party Sonato. "The Club Work Product" means that data and those forms developed or acquired by The Club for internal business purposes, independent from Sonato or the Application.

7.5 Indemnification Procedures:

Each indemnifying party's obligations as set forth in this Section are subject to the other party: (i) giving the indemnifying party prompt written notice of any such claim or the possibility thereof; (ii) giving the indemnifying party sole control over the defense and settlement of any such claim; and (iii) providing full cooperation in good faith in the defense of any such claim.

8.1 Liability Cap:

WITH THE EXCEPTION OF ANY INDEMNIFICATION CLAIM PERMITTED UNDER THIS AGREEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER ANY THEORY OF LIABILITY, WHETHER IN AN EQUITABLE, LEGAL, OR COMMON LAW ACTION ARISING HEREUNDER FOR CONTRACT, STRICT LIABILITY, INDEMNITY, TORT (INCLUDING NEGLIGENCE), ATTORNEYS FEES AND COSTS, OR OTHERWISE, FOR DAMAGES WHICH, IN THE AGGREGATE, EXCEED THE AMOUNT OF THE FEES PAID BY THE CLUB OVER A TWELVE MONTH PERIOD PRECEDING THE CLAIM, FOR THE SERVICES WHICH GAVE RISE TO SUCH DAMAGES.

8.2 Disclaimer of Damages:

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL SONATO BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND AND HOWEVER CAUSED INCLUDING, BUT NOT LIMITED TO, ATTORNEYS FEES AND COSTS, BUSINESS INTERRUPTION, OR LOSS OF PROFITS, BUSINESS OPPORTUNITIES, OR GOODWILL.

8.3

THE FOREGOING LIMITATIONS APPLY EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.

9.1

The Club agrees that no employees of Sonato will be required to individually sign any agreement in order to perform any services hereunder, including, but not limited to, access agreements, security agreements, facilities agreements, or individual confidentiality agreements

9.2

The Club agrees to comply with all applicable laws, regulations, and ordinances relating to these SaaS Terms, including without limitation those relating to privacy, electronic communications, and anti-spam legislation. The Club shall ensure that each website for which the Application is engaged contains or is linked to a compliant privacy policy that governs its data collection and use practices.

9.3

The Club shall be obliged to inform its Authorized Users before the beginning of use of the Software about the rights and obligations set forth in these SaaS Terms. The Club will be liable for any violation of obligations by its Authorized Users or by other third parties who violate obligations within The Club's control.

9.4

The Club shall be obliged to keep the login names and the passwords required for the use of the Application confidential, to keep it in a safe place, and to protect it against unauthorized access by third parties with appropriate precautions, and to instruct its Authorized Users to observe copyright regulations. Personal access data must be changed at regular intervals.

9.5

Before entering its data and information, The Club shall be obliged to check the same for viruses or other harmful components and to use state-of-the-art anti-virus programs for this purpose. In addition, The Club itself shall be responsible for the entry and maintenance of its data.

9.6

Sonato has the right (but not the obligation) to suspend access to the Application or remove any data or content transmitted via the Application without liability (i) if Sonato reasonably believes that the Application is being used in violation of these SaaS Terms or applicable law, (ii) if requested by a law enforcement or government agency or otherwise to comply with applicable law, provided that Sonato shall use commercially reasonable efforts to notify The Club prior to suspending the access to the Application as permitted under these SaaS Terms, or (iii) as otherwise specified in these SaaS Terms. Information on Sonato's servers may be unavailable to The Club during a suspension of access to the Software. Sonato will use commercially reasonable efforts to give The Club at least twelve (12) hours' notice of a suspension unless Sonato determines in its commercially reasonable judgment that a suspension on shorter or contemporaneous notice is necessary to protect Sonato or The Club.

9.7

During the term of these SaaS Terms and for a period of two (2) years following any termination or expiration of these SaaS Terms, The Club shall maintain written records related to the use of the Software by The Club, as reasonably necessary to verify compliance with the usage terms of these SaaS Terms. Such records will be kept in accordance with The Club's records retention policy and records retention schedule applicable thereto. Not more than once annually, and with notice of not less than 20 business days, Sonato may (or may engage a third party, which will be subject to a confidentiality obligation), to verify compliance ("Verification"). Verification will take place during normal business hours and in a manner that does not interfere unreasonably with The Club's operations. At Sonato's option, Sonato may request, and The Club hereby agrees to complete, a self-audit questionnaire relating to The Club's usage under the rights granted by Sonato to The Club in the SaaS Terms. If Verification or self-audit reveals excess use of the Software, The Club agrees to compensate Sonato for such usage. All costs of the Verification will be borne by Sonato, unless excess usage of 5% or more is found ("Material Excess Usage"). If Material Excess Usage is found during Verification, The Club shall reimburse Sonato for the actual costs associated with performance of the Verification. Sonato and any third party involved in the Verification will use the information obtained in compliance review only to enforce Sonato's rights and to determine The Club's compliance with the terms of the rights granted in these SaaS Terms. By invoking the rights and procedures described in this Section, Sonato does not waive its rights to enforce other terms of these SaaS Terms, including, but not limited to, any intellectual property rights by other means as permitted by law.

9.8 License to Product Feedback, Usage:

Where no ownership rights are possible, The Parties hereby expressly agree that Sonato is at minimum provided an express irrevocable, royalty-free, and perpetual license to utilize any product-related remarks or feedback communicated directly/indirectly or provided to Sonato by The Club, including The Club's actual usage or usage patterns relating to the Product (so long as the same is utilized in an anonymized and aggregated manner), to understand usage analytics (including hereby expressly permitting where such analytics shall be generated by a third party analytics provider for Sonato's use or its use in an anonymized and aggregated manner), improve and/or modify the product. Nothing in this Agreement or in the parties' dealings arising out of or related to this Agreement will restrict Sonato's right to use, profit from, disclose, publish, keep secret, or otherwise exploit any product-related feedback without compensating or crediting The Club or the individual providing such feedback

10.1 Assignment:

The Club may not assign these SaaS Terms or otherwise transfer any right created hereunder whether by operation of law, change of control, or in any other manner, without the prior written consent of Sonato. Any purported assignment of these SaaS Terms, or any rights in violation of this Section will be deemed void. Sonato may assign these SaaS Terms, sub-contract, or otherwise transfer any right or obligation under these SaaS Terms to a third party without The Club's prior written consent.

10.2 Termination:

Should The Club fail to make timely payments due as defined by any Agreement or applicable Activation Forms, Sonato may, at its sole discretion, stop all services and suspend The Club's access to Sonato's products without any liability or need to provide further notification. Should Sonato terminate any Agreement or applicable Activation Forms for such cause, The Club shall no longer access the Sonato product referenced in the terminated agreement.

10.3 Foreign Nationals:

The Club acknowledges that Sonato employs foreign nationals and that these foreign national employees will work, on Sonato's behalf, to perform its obligations and services hereunder.

10.4 Affiliates and Third Parties:

At the direction and sole discretion of Sonato, affiliates of Sonato (the "Sonato Affiliates") may perform certain tasks related to Sonato's obligations and rights under the applicable Activation Form, including, but not limited to, invoicing, payment, technical support, project management, and/or sales support. The Club hereby consents to the Sonato Affiliates' role. The Club further agrees and acknowledges that Sonato and The Club are the only parties to any Agreement, and that any action taken by Sonato Affiliates in connection with the performance of Sonato's obligations under the applicable Activation Form will not give rise to any cause of action against the Sonato Affiliates, regardless of theory of recovery. Sonato shall at all times retain full responsibility for Sonato Affiliates' compliance with the applicable terms and conditions of the applicable Activation Form. Sonato will have the right to use third parties, including offshore entities who employ foreign nationals, as well as employees and contractors of Sonato Affiliates and subsidiaries, who may also be foreign nationals (collectively, "Subcontractors") in the performance of its obligations hereunder and, for purposes of these SaaS Terms, all references to Sonato or its employees will be deemed to include such Subcontractors. Sonato will have the right to disclose The Club Confidential Information to such third parties provided such third parties are subject to confidentiality obligations similar to those between Sonato and The Club.

10.5 Technical Data:

The Club shall not provide to Sonato any technical data as that term is defined in the International Traffic in Arms Regulations ("ITAR") at 22 CFR 120.10. The Club shall certify that all information provided to Sonato has been reviewed and scrubbed so that all technical data and other sensitive information relevant to The Club's ITAR-regulated project has been removed and the information provided is only relevant to bug reports on Sonato products.

10.6 Compliance with Laws:

Both parties agree to comply with all applicable laws, regulations, and ordinances relating to such party's performance under these SaaS Terms.

10.7 Survival:

The provisions set forth in the following sections of these SaaS Terms will survive termination or expiration of these SaaS Terms and any applicable license hereunder, for the duration indicated for each section: The payment provisions of the Activation Form (3 years) and the following sections of these SaaS Terms: 3 (Ownership) (perpetual), 4 (Confidentiality) (3 years), 6.4 (Modifications) (3 years), 6 (Indemnification) (1 year), 7 (Limitation of Liability) (perpetual); and 8.7 (The Club Records) (2 years).

10.8 Notices:

Any notice required under these SaaS Terms shall be given in writing and will be deemed effective upon delivery to the party to whom addressed. All notices shall be sent to the applicable address specified on the applicable Activation Form or to such other address as the parties may designate in writing. Any notice of material breach will clearly define the breach, including the specific contractual obligation that has been breached.

10.9 Force Majeure:

Sonato will not be liable to The Club for any delay or failure of Sonato to perform its obligations hereunder if such delay or failure arises from any cause or causes beyond the reasonable control of Sonato. Such causes will include, but are not limited to, acts of God, floods, fires, loss of electricity or other utilities, civil disturbances, terrorist acts, epidemics, labor shortages, or unavoidable delays by The Club in providing required resources or support or performing any other requirements hereunder.

10.10 Restricted Rights:

Use of the Software by or for the United States Government is conditioned upon the Government agreeing that the Software is subject to Restricted Rights as provided under the provisions set forth in FAR 52.227-19. The Club shall be responsible for assuring that this provision is included in all agreements with the United States Government and that the Software, when accessed by the Government, is correctly marked as required by applicable Government regulations governing such Restricted Rights as of such access.

10.11 Entire Agreement:

These SaaS Terms, together with the documents referenced herein, constitute the entire agreement between the parties regarding the subject matter hereof and supersedes all proposals and prior discussions and writings between the parties with respect to the subject matter contained herein. All terms respecting the subject matter of the SaaS Terms and contained in purchase orders, invoices, acknowledgments, shipping instructions, or other forms exchanged between the parties will be void and of no effect.

10.12 Modifications:

Sonato may update these Terms and Conditions from time to time and shall notify The Club of such updates by various methods, including but not limited to publishing notice on Sonato's website, email newsletter, and pop-up notification upon user log-in.

10.13 Non-solicitation:

During the term of these SaaS Terms and for a period of two (2) years thereafter, The Club agrees not to hire, solicit, nor attempt to solicit, the services of any employee or Subcontractor of Sonato without the prior written consent of Sonato. The Club further agrees not to hire, solicit, nor attempt to solicit, the services of any former employee or Subcontractor of Sonato for a period of one (1) year from such former employee's or Subcontractor's last date of service with Sonato. Violation of this provision will entitle Sonato to liquidated damages against The Club equal to thirty-five (35%) of the solicited person's gross annual compensation.

10.14 Headings:

Headings are for reference purposes only, have no substantive effect, and will not enter into the interpretation hereof.

10.15 No Waiver:

No failure or delay in enforcing any right or exercising any remedy will be deemed a waiver of any right or remedy.

10.16 Severability and Reformation:

Each provision of these SaaS Terms is a separately enforceable provision. If any provision of these SaaS Terms is determined to be or becomes unenforceable or illegal, such provision will be reformed to the minimum extent necessary in order for these SaaS Terms to remain in effect in accordance with its terms as modified by such reformation.

10.17 Independent Contractor:

Sonato is an independent contractor, and nothing in these SaaS Terms will be deemed to make Sonato an agent, employee, partner, or joint venturer of The Club. Neither party will have the authority to bind, commit, or otherwise obligate the other party in any manner whatsoever.

10.18 Interpretation:

The Parties acknowledge and agree that the Parties are sophisticated parties engaging in a fully negotiated commercial transaction with ample review of terms prior to execution. Any dispute term contained in this Agreement will thus not be interpreted against Sonato, and the Sonato will not be accorded drafter status with respect to this Agreement or related terms.

10.19 Governing Law; Venue:

The laws of the State of California shall govern this Agreement and the relationship between the Parties. The United Nations Convention on Contracts for the International Sale of Goods (1980) and the Uniform Computer Information Transactions Act (UCITA) are hereby excluded in their entirety from application to these SaaS Terms. The parties agree that the federal and state courts located in the County of San Francisco, California, USA, will have exclusive jurisdiction for any dispute arising under, out of, or relating to these SaaS Terms. Mediation will be held in San Francisco, California, USA.

10.20 Dispute Resolution:

Negotiations. Where there is a dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms, the aggrieved party shall notify the other party in writing of the nature of such dispute with as much detail as possible about the alleged deficient performance of the other party. A representative from senior management of each of the parties shall meet in person or communicate by telephone within five (5) business days of the date of the written notification in order to reach an agreement about the nature of the alleged deficiency and the corrective action to be taken by the respective parties. If negotiations are unable to resolve the dispute within ten (10) business days of the parties' initial meeting or conversation, the matter shall be submitted to mediation as provided herein.

10.21 Mediation.

Any dispute, controversy, or claim arising under, out of, or relating to these SaaS Terms and any subsequent amendments of these SaaS Terms, including, without limitation, its formation, validity, binding effect, interpretation, performance, breach, or termination, as well as non-contractual claims, and any claims with respect to the validity of this mediation agreement (hereinafter the "Dispute"), shall be resolved by binding arbitration before JAMS in the city closest to The Club's primary location. The language to be used in the mediation will be English.

10.22 Opportunity to Cure.

Notwithstanding anything contained hereunder, The Club agrees and acknowledges that no dispute resolution or litigation will be pursued by The Club for any breach of these SaaS Terms until and unless Sonato has had an opportunity to cure any alleged breach. The Club agrees to provide Sonato with a detailed description of any alleged failure and a description of the steps that The Club understands must be taken by Sonato to resolve the failure. Sonato shall have thirty (30) days from Sonato's receipt of The Club's notice to complete the cure.

10.23 Injunctive Relief.

The parties agree that it will not be inconsistent with their duty to mediate to seek injunctive or other interim relief from a competent court. The parties, in addition to all other available remedies, shall each have the right to initiate an action in any court of competent jurisdiction in order to request injunctive or other interim relief with respect to a violation of intellectual property rights or confidentiality obligations. The choice of venue does not prevent a party from seeking injunctive or any interim relief in any appropriate jurisdiction.