Master Subscription Agreement

This Master Subscription Agreement ("Agreement") is entered into by Eagle 47 Holdings LLC, doing business as Millemaster™ ("Millemaster"), and governs every Order Form that references it. All references to Millemaster in this Agreement, on any Order Form, and in the Documentation mean Eagle 47 Holdings LLC d/b/a Millemaster, and all rights, fees and obligations of Millemaster run to and from Eagle 47 Holdings LLC. By signing an Order Form, the customer named on it ("Customer") agrees to this Agreement. Where an Order Form and this Agreement conflict, the Order Form controls for that Order Form only.

1. Term, Renewal and Continuity

1. Each Order Form runs for the Contract Term stated on it. Unless either party gives written notice of non-renewal at least sixty (60) days before the Contract End Date, the Order Form renews automatically for a successive term of equal length on the same terms, and each Event covered by the original Order Form is covered in the renewal term.
2. Where an Order Form is tied to a recurring Event, the Services are deemed engaged for the next occurrence of that Event on the same terms unless Customer states otherwise in writing before Millemaster begins Preparation Work for that occurrence.
3. Where an Order Form's Contract End Date falls before the last day of a covered Event, the Contract Term extends automatically through the last day of that Event plus thirty (30) days.

2. Changes Only in Writing

1. No change to scope, pricing, fee structure, payment channel, or the Services to be used at an Event is effective unless set out in a written amendment signed by both parties.
2. Verbal statements, meetings, or a decision by Customer to use a different vendor or process at an Event do not amend or terminate an Order Form.

3. Preparation Work

1. "Preparation Work" means all planning, configuration, integration, data migration, training, hardware provisioning, on-site walkthroughs, partner coordination, and software development Millemaster performs in anticipation of an Event, whether or not separately itemized on the Order Form.
2. Customer acknowledges that Preparation Work begins on signature, well before the Event, and that Millemaster's per-ticket or per-event pricing is set on the assumption that the Services will be used at the Event.

4. Cancellation Notice, Non-Use and Early Termination

1. Written notice required. Customer may cancel the Services for an Event only by written notice delivered to Millemaster at least thirty (30) days before the first day of that Event. Notice given verbally, in a meeting, or fewer than thirty (30) days before the Event is not effective, and the Services remain engaged for that Event.
2. Cancellation fee. Any cancellation, whether or not properly noticed, is subject to a minimum cancellation fee of five thousand dollars ($5,000), plus payment for all consulting and Preparation Work performed to date at Fair Market Value, due within thirty (30) days of invoice.
3. If Customer, without a written amendment under Section 2 or effective notice under Section 4.1, (a) declines to use the Services at an Event covered by an Order Form, (b) substitutes another vendor or a manual process for any contracted Service, or (c) otherwise prevents Millemaster from performing, Customer shall pay Millemaster within thirty (30) days of invoice:
   1. all Preparation Work performed to date, at Fair Market Value;
   2. all third-party costs Millemaster incurred or committed for the Event, including hardware, software licenses, contractors and travel; and
   3. any minimum fees or per-ticket fees on the Order Form, calculated on the greater of the prior occurrence's ticket volume or the Event's published capacity.
4. The amounts in Section 4.3 are in addition to the cancellation fee in Section 4.2, except that Preparation Work is not charged twice.
5. "Fair Market Value" means the rate a comparable Salesforce-certified integration and event-technology provider would charge for the same work in the San Diego market and, absent agreement, is Millemaster's published hourly rate in effect on the Order Form date. Millemaster will provide a time and materials statement on request.
6. Amounts under 4.2 and 4.3 are liquidated damages for lost preparation, not a penalty, and are in addition to any fees already due.

5. Exclusivity at Contracted Events

1. For the duration of an Order Form, Millemaster is the exclusive provider of ticketing, gate, capacity and scan services for the Events named on it.
2. Customer may run additional sales channels (for example, Eventbrite) only where they are integrated into Millemaster's capacity system.

6. Data

1. Attendee, transaction and occupancy data captured by the Services is owned by Customer (or the named nonprofit host) and hosted in Customer's Salesforce environment.
2. Millemaster retains a license to aggregated, de-identified data for service improvement.
3. Customer's non-use of the Services does not entitle it to Millemaster's configuration, code or integrations.

7. Chargebacks and Payment Risk

1. Where Millemaster processes payments on Customer's behalf, Customer bears chargebacks and associated fees as stated on the Order Form. Millemaster manages disputes at no additional charge.
2. Where Customer elects to process on its own payment account, Millemaster has no liability for settlement, disputes or fraud.

8. Survival

Sections 2, 4, 6 and 7 survive termination or expiry of any Order Form.

Questions about this Agreement or an Order Form: contact Millemaster at the address above or through millemaster.com.