Website Confidentiality Agreement

Version 1.0 | Effective: September 17, 2025

This Confidentiality Agreement (“Agreement”) is entered into by and between Meridian Hospitality Group and any individual or entity accessing this website (the “Receiving Party”). By accessing this website and entering the password provided by Meridian Hospitality Group (“Meridian”), the Receiving Party expressly agrees to be legally bound by the terms of this Agreement.

This Agreement shall be governed by, and construed in accordance with, the laws of the State of Ohio, without regard to its conflict of law provisions.

1. Definitions

• Disclosing Party: Refers to Meridian Hospitality Group and its affiliates, including but not limited to MeridianHD, Meridian eSports, and Meridian Energy.

• Receiving Party: Any individual or entity that accesses or views the Confidential Information.

• Confidential Information: Includes, but is not limited to, all non-public documents, files, data, renderings, financial information, business strategies, intellectual property, proprietary materials, and any other sensitive information related to any Meridian project or business activity.

2. Acknowledgment of Confidentiality

Access is granted solely at the discretion of the Disclosing Party. By entering the password and accessing the materials, the Receiving Party:

• Acknowledges receipt of this Agreement via email or website notice;

• Agrees to be legally bound by its terms without requiring a physical or digital signature; and

• Affirms that all access to and use of the Confidential Information is subject to this Agreement.

3. Obligations of the Receiving Party

The Receiving Party agrees to:

• Maintain the confidentiality of all Confidential Information;

• Use the information solely for purposes of evaluating or engaging in business with the Disclosing Party;

• Prevent unauthorized access, disclosure, duplication, or distribution;

• Accept full liability for any breach of this Agreement, including any breach by individuals to whom the Receiving Party provided access.

4. Prohibited Conduct

The Receiving Party shall not:

• Print, screenshot, record, or otherwise capture any content;

• Use external devices (e.g., phones, cameras) to photograph or record materials;

• Save, download, or extract website content via browser tools, plug-ins, or automation;

• Copy, replicate, or reproduce any content, including text, graphics, images, or design elements;

• Scrape or use bots to extract data;

• Mirror, archive, or duplicate the website or any portion of it;

• Cache or store any portion of the content for offline use;

• Bypass or attempt to bypass any technical or administrative security measures.

Violations may result in immediate termination of access and legal action.

5. Intellectual Property Ownership

All content, including but not limited to text, images, renderings, layouts, business data, and proprietary materials, is the sole and exclusive property of the Disclosing Party and is protected under applicable copyright, trademark, and trade secret laws. No license, ownership, or right to use is granted except as expressly permitted under this Agreement.

6. Indemnification

The Receiving Party agrees to indemnify, defend, and hold harmless the Disclosing Party from any and all losses, damages, claims, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to any breach of this Agreement by the Receiving Party or any party to whom the Receiving Party provided access.

7. Legal Remedies

The Receiving Party acknowledges that unauthorized disclosure or misuse of Confidential Information may cause irreparable harm to the Disclosing Party. The Disclosing Party shall be entitled to seek all legal and equitable remedies available, including:

• Injunctive relief,

• Compensatory and punitive damages,

• Recovery of attorneys’ fees and legal costs.

Jurisdiction and venue shall lie exclusively in the state or federal courts of Stark County, Ohio, and the parties waive any objection to such jurisdiction and venue.

8. Duration of Obligations

The obligations under this Agreement shall remain in effect:

• Indefinitely, or

• For a minimum period of five (5) years from the date of access,
  whichever is longer.

9. No License Granted

Nothing in this Agreement shall be construed as granting the Receiving Party any license or right to use any intellectual property of the Disclosing Party.

10. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties concerning the subject matter herein and supersedes all prior agreements, whether oral or written. Continued access is conditioned upon compliance with this Agreement in full.

12. Prevailing Party / Attorneys’ Fees

In any legal action or proceeding arising under or in connection with this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and court costs from the non-prevailing party.

13. Waiver of Jury Trial

Each party knowingly and voluntarily waives any right to a trial by jury in any action or proceeding arising out of or related to this Agreement.

14. Successors and Assigns

This Agreement shall bind and benefit the parties, their successors, and permitted assigns. The Receiving Party may not assign this Agreement without the prior written consent of the Disclosing Party.

15. Force Majeure

Neither party shall be liable for delays or failure to perform due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, cyberattacks, terrorism, labor disputes, or government actions.

16. No Partnership or Agency

Nothing in this Agreement creates a partnership, joint venture, agency, fiduciary, or employment relationship between the parties. The Receiving Party is an independent party with no authority to bind the Disclosing Party.

17. Notice

All notices under this Agreement shall be made in writing and deemed duly given when sent by email or other contact method provided through the website or communications.

18. Access Logging and Monitoring

The Disclosing Party reserves the right to monitor, log, and audit all activity on the website for security, legal compliance, and quality control purposes.

19. Termination of Access

The Disclosing Party may revoke, restrict, or terminate access to the Confidential Information at any time, with or without cause or notice.

20. Return or Destruction of Confidential Information

Upon request by the Disclosing Party, or upon termination of access, the Receiving Party shall promptly return or destroy all Confidential Information in their possession and confirm such destruction in writing.

21. Third-Party Access Prohibited

The Receiving Party shall not permit access to the Confidential Information by any third party, including but not limited to contractors, consultants, or affiliates, without prior written consent from the Disclosing Party.