Master Subscription Agreement

This Agreement sets forth the terms and conditions between Customer (as defined in the paragraph below) and Good Creative Lab Inc. ("supaclub," "we," "our," or "us") which govern Customer's and its Affiliates' access and use of supaclub's Services. supaclub and Customer may individually be referred to as a "party" and collectively "the parties." The Agreement is effective as of the date that you sign up for any Service online or submit an Order Form that references this Agreement (the "Effective Date").

By accepting this Master Subscription Agreement ("Agreement"), either by clicking a box indicating your acceptance, executing an Order Form or other document that references this Agreement, by using (or making any payment for) the Services, or by otherwise indicating your acceptance of this Agreement, you: (1) agree to this Agreement on behalf of the customer indicated on the Order Form (if applicable) or the organization, business, or other legal entity for which you act ("Customer," "you," or "your"); and (2) represent and warrant that you have the authority to bind Customer to this Agreement. If you do not have such authority, or if you do not agree with this Agreement, you must not accept this Agreement and may not use the Services.

Organizations, such as businesses, use supaclub's Services. If you are accessing or using the Service on behalf of an organization, then your organization is legally and financially responsible for your access to and use of the Service as well as for the use of your supaclub account by others affiliated with the organization, including any employees, agents, contractors, board members, officers, or volunteers. For the avoidance of doubt, the organization, company, or other legal entity for which you act will be considered the "Customer" under this Agreement. Further, if an Organization is created by an administrative User that uses an Organization Email and such Organization maintains an administrative User whose account uses an Organization Email, that business or other legal entity may gain access to Account Information associated with such Organization or may claim control and ownership of such Organization.

1. Definitions

"Account Information" means the information a User provides to create and manage their supaclub account, including any data migrated by Customer on the User's behalf, which becomes the User's Account Information upon account activation.

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity. "Control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.

"Customer Data" means all electronic data, text, images, videos, or other materials submitted, uploaded, or transmitted by or for Customer, including its End Users, to the Services, excluding Non-supaclub Service data and Usage Data.

"DPA" means the supaclub Data Processing Agreement, which will be incorporated by reference into this Agreement where applicable.

"End User" means an individual who joins or interacts with a Customer's Organization.

"Material Breach" means any breach that substantially defeats the purpose of this Agreement or significantly impairs the ability of the non-breaching party to realize the benefits of this Agreement, including but not limited to: (a) Customer's failure to pay undisputed fees when due; (b) a party's material unauthorized disclosure of Confidential Information; (c) a violation of use restrictions in Section 3.4; or (d) a party's infringement of the other party's intellectual property rights.

"Non-supaclub Service" means any third-party service, connection, data, software, application, or integration that interoperates with the Service that is provided or made available by Customer or a third party.

"Order Form" means any ordering documentation or online sign-up or subscription pages, regardless of form, agreed to between the parties which sets forth the Services accessed by the Customer and any relevant pricing. Multiple Order Forms may be entered into under this Agreement.

"Organization" means the website and community space a Customer builds with the Services.

"Organization Email" means an email address provisioned by Customer.

"Platform Fees" means transaction-based fees that supaclub may, at its discretion, charge on the value of transactions processed by or financially reconciled through the Services on behalf of the Customer, such as for event registrations or membership purchases. This applies regardless of whether payment is processed online through the Services' integrated payment gateway or collected by the Customer offline. The applicability and rate of Platform Fees are determined by the Customer's specific Subscription Plan or as detailed in an Order Form.

"Services" means supaclub's software-as-a-service platform and services governed by this Agreement including any related APIs provided by supaclub, together with all related mobile and desktop applications, and Add-ons to which you subscribe. "Services" exclude Non-supaclub Services.

"Subscription Fees" means all fees associated with your Subscription.

"Subscription Plan" means the applicable subscription level of packaged functionality and services as detailed on supaclub's website or order form, and in the applicable Documentation.

"Subscription Term" means the period of time for which a subscription to the Services is ordered, as specified in the applicable Order Form.

"User" means any individual with a supaclub account, including Customer's administrators and End Users.

"Usage Data" means de-identified and aggregated data and information related to Customer's and its End Users' use of the Services, which does not identify the Customer or its End Users. This includes analytics, statistical data, and information on feature usage.

2. Services

2.1. Provision of Services.

supaclub will make the Services available to Customer pursuant to this Agreement and the applicable Order Forms during a Subscription Term.

2.2. Subscription Plans and Add-ons.

supaclub will provide the Services to Customer according to the Subscription Plan to which Customer subscribes, as specified on the applicable Order Form. Additional features and functionality may be made available in the form of add-ons ("Add-ons"). If Customer subscribes to any Add-on, the Subscription Term for such Add-on shall be coterminous with Customer's Subscription to the Service.

2.3. Order Forms.

The specific details of Customer's subscription—including Services, Subscription Terms, pricing, and usage limits—will be defined in one or more Order Forms executed by both parties or completed via supaclub's online ordering process. In the event of a conflict between the terms of this Agreement and an Order Form, the terms of the Order Form shall prevail.

2.4. Data Protection.

The parties agree to comply with the supaclub Data Processing Agreement (DPA), which is hereby incorporated by reference, for any processing of personal data.

2.5. Non-supaclub Services.

Customer may choose to use Non-supaclub Services in connection with the Services. Any use of a Non-supaclub Service is solely between Customer and the applicable third-party provider. supaclub does not warrant or support Non-supaclub Services and is not responsible for any disclosure, modification, or deletion of Customer Data resulting from any such Non-supaclub Service. supaclub may disable interoperability with any Non-supaclub Service at any time without prior notice.

3. Customer Responsibilities

3.1. Compliance.

Customer is responsible for all activities conducted under its and its End Users' accounts and for its and their compliance with this Agreement and the supaclub Privacy Policy.

3.2. Customer as Data Controller.

Customer is the Data Controller for Customer Data. Customer is solely responsible for creating, maintaining, and enforcing its own terms of service, privacy policies, and community guidelines for its own End Users within its Organization.

3.3. Account Security.

Customer is responsible for maintaining the confidentiality of its Administrator accounts, passwords, and other credentials and for all activities that occur under these accounts.

3.4. Use Restrictions.

Customer will not, and will not permit or authorize third parties or its End Users to: (a) license, sell, transfer, distribute, or otherwise permit third parties to use the Services; (b) circumvent or disable any security or technological features of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of the Services (except to the extent that such restrictions are contrary to applicable law); (d) use the Services to build a competitive product or service; (e) use the Services in a manner that violates applicable law or any third party's rights; (f) use the Service to store or transmit personal health information (as defined under HIPAA) or cardholder data (as defined under PCI DSS) unless expressly agreed to in writing by supaclub; (g) use the Services to post or transmit any Customer Data that is illegal, infringing, defamatory, or harassing; (h) use the Services to distribute spam or any other unsolicited commercial messages; or (i) use the Services to transmit any viruses, malware, or other malicious code.

4. Subscription Fees and Payment

4.1. Fees.

Customer shall pay all Subscription Fees and any applicable Platform Fees as specified in the relevant Order Form or as determined by the Subscription Plan selected by the Customer. Except as otherwise specified herein or in an Order Form, (i) payment obligations are non-cancelable and fees paid are non-refundable, and (ii) quantities purchased cannot be decreased during the relevant Subscription Term.

4.2. Invoicing and Payment.

Unless specified otherwise in an Order Form, Subscription Fees shall be due and payable in full at the time of purchase. In the case of non-payment or delinquent payment of any fees, supaclub may, at its sole discretion: (i) suspend Customer access to the Services until all outstanding amounts are paid; or (ii) terminate this Agreement for cause. Any amount which is unpaid when due shall be subject to interest equal to the lower of 1.5% per month or the highest applicable legal rate. supaclub shall be entitled to reimbursement for any reasonable costs associated with the collection of any past-due balance.

4.3. Taxes.

All fees are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including value-added, sales, use, or withholding taxes (collectively, "Taxes"). Customer is responsible for paying all Taxes associated with its purchases hereunder. If supaclub has the legal obligation to pay or collect Taxes for which Customer is responsible, supaclub will invoice Customer and Customer will pay that amount unless Customer provides supaclub with a valid tax exemption certificate authorized by the appropriate taxing authority. For clarity, supaclub is solely responsible for taxes assessed on its own income.

4.4. Platform Fees.

Platform Fees may apply to certain Subscription Plans as specified in the applicable Order Form or Subscription Plan terms. Where applicable, Customer authorizes supaclub to charge Platform Fees on transactions recorded through the Services. Platform Fees may be automatically deducted from transaction proceeds or invoiced separately. Platform Fees are separate from and in addition to third-party payment gateway fees, which are Customer's responsibility.

4.5. Pricing for Renewal Terms.

The Subscription Fees for any renewal Subscription Term will be as specified in the applicable Order Form. If no specific renewal pricing is stated in the Order Form, the Subscription Fees for the renewal term will be supaclub's then-current standard list price for the applicable Services. Any price increase will be effective upon renewal and you will be charged at the start of your new billing cycle.

4.6. Usage Limits and Overages.

Your Subscription Plan may be subject to usage limits as specified on our public pricing page or in your Order Form. We reserve the right to monitor your usage of the Services. If you exceed these limits, we will notify you and may require you to upgrade your Subscription Plan. If you do not upgrade, we reserve the right to charge you for such excess usage at our then-current overage rates, which will be billed in arrears on your next regular billing cycle.

4.7. Chargebacks.

If Customer initiates a chargeback or otherwise reverses a payment made to supaclub, Customer agrees to pay the original amount of the payment in addition to any fees incurred by supaclub as a result of the chargeback (such as fees from our third-party payment processor). supaclub may invoice Customer for these amounts, which shall be immediately due and payable.

4.8. Auto-Renewal.

Unless a party gives the other party written notice of non-renewal prior to the end of the relevant Subscription Term through the account management portal or as otherwise specified by supaclub, each Subscription Term will automatically renew for a period equal to the original Subscription Term.

5. Term and Termination

5.1. Agreement Term.

This Agreement commences on the date Customer first accepts it and continues until all Subscription Terms hereunder have expired or have been terminated.

5.2. Termination for Cause.

A party may terminate this Agreement for cause: (i) upon 30 days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, provided that supaclub may terminate this Agreement immediately upon notice for Customer's breach of Section 3.4 (Use Restrictions) or non-payment of fees; (ii) immediately upon written notice for any breach that cannot reasonably be cured; or (iii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

5.3. Effect of Termination and Data Retrieval.

Upon any termination or expiration of this Agreement, Customer's right to access or use the Services shall immediately cease. For thirty (30) days following termination or expiration, upon Customer's request, supaclub will make Customer Data available to Customer for export or download as provided in the Documentation. Thereafter, supaclub will have no obligation to maintain or provide any Customer Data and may, unless legally prohibited, delete all such data in its systems. If Customer terminates this Agreement for supaclub's uncured material breach, supaclub will issue a pro rata refund of any prepaid fees covering the remainder of the Subscription Term.

6. Intellectual Property Rights

6.1. supaclub IP.

supaclub exclusively owns all right, title, and interest in and to the Services and any and all other intellectual property owned or developed by supaclub. No rights are granted to Customer hereunder other than as expressly set forth herein.

6.2. Customer Data.

As between the parties, Customer exclusively owns all right, title, and interest in and to all Customer Data.

6.3. License to supaclub.

Customer grants supaclub and its Affiliates a worldwide, limited-term, non-exclusive, royalty-free license to host, copy, transmit, display, and create derivative works of Customer Data as reasonably necessary for supaclub to provide, maintain, support, and improve the Services in accordance with this Agreement, including for the purpose of developing and improving its products and services. This license survives termination of this Agreement only to the extent necessary for supaclub to comply with applicable law or maintain its standard backup and archival systems.

6.4. Feedback.

Customer grants supaclub a worldwide, perpetual, irrevocable, royalty-free, transferable, sublicensable license to use and incorporate into its services any suggestion, enhancement request, recommendation, correction, or other feedback provided by Customer or Users relating to the operation of the Services, and supaclub is free to use the Feedback without payment, attribution, or restriction.

6.5. Usage Data.

supaclub owns all right, title, and interest in and to the Usage Data. supaclub may collect and use the Usage Data to operate, improve, and support the Services, and for other legitimate business purposes, including benchmarking and analytics. For clarity, this Usage Data will not include any of your Confidential Information or personal data that identifies your End Users.

7. Confidentiality

7.1. Definition.

"Confidential Information" means all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. supaclub's Confidential Information includes the Services; and Customer's Confidential Information includes non-public Customer Data.

7.2. Obligations.

The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but not less than reasonable care) to (i) not use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates' employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.

7.3. Exclusions.

Confidential Information does not include information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, or (iii) is received from a third party without breach of any obligation owed to the Disclosing Party.

7.4. Compelled Disclosure.

The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.

7.5. Survival.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, provided that with respect to any trade secrets, such obligations shall continue indefinitely.

8. Data Protection

The parties acknowledge and agree that the processing of personal data is governed by the supaclub Privacy Policy and the Data Processing Agreement (DPA), which are incorporated by reference into this Agreement.

9. Warranties & Disclaimers

9.1. Mutual Warranties.

Each party represents and warrants that it has the legal power and authority to enter into this Agreement.

9.2. Disclaimer.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SERVICES ARE PROVIDED "AS IS." SUPACLUB AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. SUPACLUB DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY CUSTOMER FROM SUPACLUB SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

10. Limitation of Liability

10.1. Exclusion of Indirect Damages.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10.2. Liability Cap.

IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. THE FOREGOING LIMITATION WILL NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER, OR CUSTOMER'S BREACH OF CONFIDENTIALITY OR INFRINGEMENT OF SUPACLUB'S INTELLECTUAL PROPERTY RIGHTS.

11. Indemnification

11.1. By supaclub.

supaclub will defend Customer against any claim, demand, suit, or proceeding made or brought against Customer by a third party alleging that the use of the Services as permitted hereunder infringes or misappropriates such third party's intellectual property rights ("IP Claim"), and will indemnify Customer for any damages finally awarded against Customer in connection with any such IP Claim. The foregoing obligation does not apply to the extent an IP Claim arises from (a) Customer Data, (b) Customer's breach of this Agreement, (c) a Non-supaclub Service, or (d) the combination of the Services with any other product, service, or data not provided by supaclub.

11.2. By Customer.

Customer will defend supaclub against any claim, demand, suit or proceeding made or brought against supaclub by a third party arising from (a) Customer Data, (b) Customer's use of the Services in breach of this Agreement or applicable law, or (c) a dispute between Customer and any End User, and will indemnify supaclub for any damages, reasonable attorneys' fees and costs finally awarded against supaclub in connection with any such claim.

11.3. Procedure.

The indemnifying party's obligations are conditioned on the indemnified party (a) promptly giving written notice of the claim to the indemnifying party; (b) giving the indemnifying party sole control of the defense and settlement of the claim; and (c) providing to the indemnifying party all reasonable assistance, at the indemnifying party's expense.

11.4. Resolution of Infringement.

If supaclub believes the Services may infringe or are alleged to infringe a third party's intellectual property rights, supaclub may, at its sole option and expense: (a) procure the right for Customer to continue using the Services; (b) replace or modify the Services to be non-infringing; or (c) if options (a) or (b) are not commercially reasonable, terminate Customer's subscription for the affected Services and issue a pro-rata refund of any prepaid fees covering the remainder of the Subscription Term.

12. Professional Services

If Customer engages supaclub for any professional services, such as implementation, training, or custom development ("Professional Services"), the details of such services will be set forth in a separate Statement of Work ("SOW") executed by both parties. Each SOW will be governed by the terms of this Agreement.

13. Beta Services and Free Trials

13.1. Beta Services.

From time to time, supaclub may make certain features or services available to you that are not yet generally available, which will be designated as "alpha," "beta," "preview," "early access," or a similar designation (each, a "Beta Service"). You must comply with all terms related to any Beta Service that supaclub provides to you. supaclub may suspend or terminate your access to any Beta Service at any time.

13.2. Feedback.

You agree that any feedback or suggestions you provide to supaclub regarding a Beta Service shall be owned by supaclub, and we may use it for any purpose without obligation or compensation to you.

13.3. Disclaimer.

NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ALL BETA SERVICES ARE PROVIDED "AS IS" AND WITHOUT ANY WARRANTY OF ANY KIND. supaclub disclaims all obligations and liabilities with respect to Beta Services, including any support, warranty, and indemnity obligations.

13.4. Free Trials.

If Customer registers for a free trial, supaclub will make the Services available on a trial basis free of charge until the earlier of (a) the end of the free trial period; (b) the start date of any paid Subscription; or (c) termination of the trial by supaclub in its sole discretion. Free trials are for evaluation purposes only.

14. General Provisions

14.1. Governing Law.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws principles. The parties agree to the exclusive jurisdiction of the state and federal courts located in San Francisco County, California.

14.2. Dispute Resolution.

Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in San Francisco, California before one arbitrator. The arbitration shall be administered by the American Arbitration Association (AAA) pursuant to its Commercial Arbitration Rules. Judgment on the award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's intellectual property rights or confidential information. The parties agree that any arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including any pleadings, briefs or other documents submitted or exchanged and any testimony or other oral submissions and awards) will not be disclosed beyond the arbitration proceedings, except as may lawfully be required in judicial proceedings relating to the arbitration or by applicable disclosure rules and regulations of securities regulatory authorities or other governmental agencies.

14.3. Entire Agreement.

This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. This Agreement shall apply in lieu of any terms and in any purchase order or other order documentation that Customer provides, and all such terms in such purchase order or other documentation are expressly rejected and shall be void.

14.4. Assignment.

Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent (not to be unreasonably withheld); provided, however, either party may assign this Agreement in its entirety, without the other party's consent to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets.

14.5. Notices.

All legal notices must be in writing and addressed to the other party's primary contact designated on the Order Form or in the Customer's account and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

14.6. Amendments.

We may amend this Agreement, including any Supplementary Terms, from time to time, in which case the new Agreement will supersede prior versions. Your continued use of the Services following the effective date of any such amendment may be relied upon by supaclub as your consent to any such amendment.

14.7. Export and Sanctions Compliance.

The Services may be subject to U.S. export control laws and regulations and/or economic sanctions. Customer agrees to comply with all such laws and regulations. Customer represents and warrants that it is not, and is not acting on behalf of, (a) any person or entity located in a country or territory that is subject to comprehensive U.S. sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk People's Republic, and Luhansk People's Republic regions of Ukraine); or (b) any person or entity named on any U.S. government list of prohibited or restricted parties. Customer will not access or use the Services in a U.S.-embargoed country or territory or in violation of any U.S. export law or regulation.

14.8. Survival.

The following sections shall survive the termination or expiration of this Agreement: 4 (Fees and Payment), 6 (Intellectual Property Rights), 7 (Confidentiality), 9.2 (Disclaimer), 10 (Limitation of Liability), 11 (Indemnification), and 14 (General Provisions).

14.9. Force Majeure.

Neither party will be liable for any failure or delay in performance under this Agreement which is due to fire, flood, earthquake, elements of nature or acts of God, pandemics, acts of war, terrorism, riots, civil disorders, rebellions or revolutions, or any other cause beyond the reasonable control of such party, provided that such party uses reasonable efforts to notify the other party of such cause and to cure such failure or delay in performance.