Effective Date: January 1, 2025

Website Confidentiality Agreement

Effective Upon Access

By accessing this website and entering the password provided by Meridian Hospitality Group, the Receiving Party expressly acknowledges and agrees to be legally bound by the terms of this Confidentiality Agreement, which shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws provisions.

1. Definitions

Disclosing Party: Refers to Meridian Hospitality Group / MeridianHD / Meridian eSports / Meridian Energy
Receiving Party: Any individual or entity who accesses the Confidential Information, directly or indirectly.
Confidential Information: Includes, but is not limited to, documents, renderings, financials, business strategies, intellectual property, and all proprietary materials related to any Meridian project or business activity.

2. Acknowledgment of Confidentiality

Access is provided exclusively by Meridian Hospitality Group. The Receiving Party agrees to treat all materials as confidential and to use them solely for evaluating or engaging in business with the Disclosing Party. This Agreement is binding upon access, with or without a physical signature. By clicking “Submit” or entering the password, the Receiving Party acknowledges they have read, understand, and agree to be legally bound by this Agreement.

3. Obligations of the Receiving Party

• Not to disclose, publish, or share Confidential Information without the prior written consent of the Disclosing Party.

• To use the information solely for authorized business purposes.

• To safeguard the information and prevent any unauthorized access or disclosure.

• To accept full responsibility for any breach of this Agreement by themselves or by any party to whom they provide access.

4. Prohibited Conduct

The Receiving Party shall not:

• Take screenshots, screen recordings, or print content.

• Use any external device (e.g., phones, cameras) to capture content.

• Save, download, or otherwise reproduce any part of the website or its contents through browser tools or plug-ins.

• Copy, replicate, or otherwise reproduce any portion of the website content, including but not limited to text, images, graphics, layout, or design, in whole or in part.

• Scrape, use bots, or extract data automatically.

• Mirror, duplicate, or archive the website or any of its content using any software or automated tools (e.g., HTTrack, offline browsers).

• Cache or store any part of the website or its contents for offline use or redistribution.

• Bypass or attempt to bypass any security or protection features.

Violations may result in immediate termination of access and may subject the Receiving Party to legal action.

5. Intellectual Property Ownership

All content on this website—including but not limited to text, images, graphics, designs, renderings, and proprietary information—is the exclusive property of the Disclosing Party and is protected by applicable copyright, trademark, and trade secret laws. No rights are granted under this Agreement except as expressly set forth herein.

6. Indemnification

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

7. Legal Remedies

The Receiving Party acknowledges that any unauthorized disclosure may cause irreparable harm to the Disclosing Party. The Disclosing Party shall be entitled to pursue all legal and equitable remedies, including but not limited to injunctive relief, monetary damages, reasonable attorneys’ fees, and court costs. Jurisdiction and venue shall lie exclusively in the state or federal courts of Stark County, Ohio, and the parties hereby waive any objection to such jurisdiction and venue.

8. Duration of Obligations

The Receiving Party’s confidentiality obligations shall remain in effect indefinitely or for a minimum of five (5) years from the date of access, whichever is longer.

9. No License Granted

This Agreement does not grant the Receiving Party any ownership or license rights under any patent, copyright, trademark, trade secret, or other intellectual property of the Disclosing Party.

10. Severability

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

11. Entire Agreement

This Agreement constitutes the entire understanding between the parties with respect to the subject matter herein and supersedes all prior oral or written agreements or understandings. There are no exceptions. Continued access is strictly conditioned upon full compliance with this Agreement.

12. Prevailing Party / Attorneys’ Fees

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

13. Waiver of Jury Trial

Each party irrevocably waives any right to a trial by jury in any legal proceeding arising out of or relating to this Agreement.

14. Successors and Assigns

This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns.

15. Force Majeure

Neither party shall be liable for any delay or failure in performance due to causes beyond its reasonable control, including but not limited to acts of God, war, terrorism, cyberattacks, or natural disasters.

16. No Partnership or Agency

Nothing in this Agreement shall be construed to create any partnership, joint venture, agency, or other relationship between the parties beyond the confidentiality obligations set forth herein.

17. Notice

All notices under this Agreement shall be in writing and deemed delivered when sent by email or through the contact information provided on the website.