Mastery Program Terms and Conditions

Mastery Program Terms and Conditions

These Program Services Terms and Conditions (the “Terms”) govern the services provided for in VSL's Mastery Program, provided by Vanderburgh Communities, LLC, a Delaware limited liability company with a principal business address at 255 Main Street, Webster, MA 01570 (“Provider”), to the person or entity identified in the Proposal (“Client”).

By accepting the Proposal or submitting any payment under it, Client acknowledges that it has read, understands, and agrees to be bound by these Terms. The Proposal and these Terms together are the “Agreement.”

Effective Date. The “Effective Date” is the earlier of (a) the date Client first submits payment under the Proposal, or (b) the date Client communicates written or electronic acceptance of the Proposal.

Order of Precedence. In case of conflict: (1) the Proposal controls for deliverables, pricing, and commercial specifics identified therein; then (2) these Terms; then (3) the Charter Agreement (defined below) for charter-specific governance of Chartered Operators and Properties. Charter-specific obligations control where the Charter Agreement expressly governs a charter matter.

1. Introduction

1.1 Purpose & Framework. These Terms establish the framework under which Provider will deliver services, tools, and support designed to assist Client in meeting Vanderburgh Sober Living (“VSL”) standards required to operate as a Chartered Operator.

1.2 Incorporation of Proposal. The Proposal is incorporated by reference. Services consist solely of those described in the Proposal and  may be updated only by mutual written agreement of the Parties.

1.3 Effective Date. The “Effective Date” is the earlier of (a) the date Client first submits payment under the Proposal; or (b) the date Client communicates written or electronic acceptance of the Proposal.

1.4 Order of Precedence. In the event of any conflict or inconsistency among the documents comprising or relating to this Agreement, the following order of precedence shall apply:

(a) the Proposal shall control with respect to deliverables, pricing, payment terms, timelines, and other commercial specifics expressly identified therein;

(b) these Terms shall control with respect to the general terms and conditions governing the Mastery Program services; and

(c) the Grant of Charter and Membership Agreement described in Section 1.5 shall control only with respect to charter-specific governance, obligations, standards, rights, restrictions, and requirements expressly governed by that agreement.

1.5 Charter Membership. Client shall meet the conditions for Charter Membership and execute a Grant of Charter and Membership Agreement in the same form as published at:
https://7622216.fs1.hubspotusercontent-na1.net/hubfs/7622216/GCMA%20Rev%209-24-25.pdf and attached hereto as Exhibit A (the “Charter Agreement”) within thirty (30) days after the Effective Date. Client shall cause each of Client’s affiliates, operating entities, principals, and related parties required by Provider to execute the Charter Agreement and any ancillary documents.

1.6 Three-Year Term. The term of this Agreement shall begin on the Effective Date and shall continue until the third anniversary of the date on which Client’s first Property under the Charter Agreement first accepts residents (the "Term"), unless modified in accordance with these Terms. Termination or expiration of this Agreement shall not affect Client’s payment obligations or other surviving obligations with respect to any Property.

2. Services, Scope, and Payment Terms

2.1 Services. Provider will deliver the services described in the Proposal to support Client’s planning, development, launch, certification, operation, and participation in Provider’s program, platform, and support network for the Properties.

2.2 Properties Covered. For purposes of this Agreement, a “Property” or "Properties" means each recovery home, sober living home, property, location, residence, business operation, or related recovery housing operation that is: (a) identified by the Proposal; (b) listed on, added to, or treated as covered under Schedule A of the Charter Agreement; (c) supported by or serviced using Provider’s program, platform, website, systems, software, materials, training, or other Provider resources; (e) owned, leased, operated, managed, controlled, or beneficially used by Client or any Client affiliate, principal, business partner, related entity, or successor in connection with the VSL program, Charter Agreement, or Provider’s services.

2.3 Continuing Scope. This Agreement is a continuing services and payment framework for all Properties. Each Property shall be automatically included under this Agreement without the need for a separate agreement or amendment, or Client's payment of additional onboarding fees. Client’s obligations under this Agreement, including payment of the First Bed Contribution, apply to each Property.

2.4 Payment Terms. All fees are payable in U.S. Dollars and shall be remitted in accordance with instructions provided by Provider. All fees under this Agreement are non-refundable. Client is responsible for all applicable taxes; amounts are payable free and clear of withholding except as required by law; if withholding applies, amounts are grossed-up so Provider receives the amounts it would have received absent withholding. All amounts payable under this Agreement shall be paid in full without any set-off, withholding, or deduction of any kind, except as required by applicable law.

2.5 Late Payments. Any payment not received by Provider within ten (10) days after the applicable due date shall accrue interest at the rate of one and one-half percent (1.5%) per month (or, if less, the maximum rate permitted by law), calculated from the original due date until paid in full.

2.6 Fee Disputes. Client must give written notice of any good-faith fee dispute within ten (10) days of invoice with reasonable detail. Client shall timely pay the undisputed portion. The parties will work in good faith to resolve disputes within thirty (30) days.

3. Ongoing Commitment

3.1 Purpose. Ongoing financial contributions support Provider’s continuing delivery of program services, software access, operational support, and platform participation for Client's Properties.

3.2 First Bed Contribution. For each Property, Client shall pay to Provider a recurring monthly fee, the “First Bed Contribution,” for the duration of that Property’s Property Contribution Period, calculated as follows:

• (a) Amount. The First Bed Contribution equals one (1) month of rent at the Property’s highest published bed or room rate then in effect (the “Published Rate”). Provider may rely on rates published on Client’s primary website, rate sheet, or other publicly available materials.

• (b) Timing. Following to the initial waiver period, The First Bed Contribution accrues monthly and is due in arrears on the fifteenth (15th) day of the following month.

• (c) Partial Months. For any partial month of occupancy or operation, the First Bed Contribution is prorated on a per-day basis.

• (d) Minimum Amount. The First Bed Contribution shall not be less than six hundred dollars ($600) per month for any Property.

• (e) Automatic Adjustments. If the Published Rate changes, the First Bed Contribution automatically adjusts beginning with the next monthly accrual period.

3.3 Scaled Adjustments for Smaller or Larger Properties.
To account for variations in capacity and revenue potential, the following adjustments apply in place of the formula in § 3.2:

• (a) Small Properties. If a Property offers fewer than ten (10) beds, the First Bed Contribution shall equal ten percent (10%) of the Property’s total potential monthly income as reasonably determined from the Property’s published rental rates.

• (b) Large Properties. If a Property offers more than twenty (20) beds, the First Bed Contribution shall equal five percent (5%) of the Property’s total potential monthly income as reasonably determined from the Property’s published rental rates.

• (c) Documentation. Upon request, Client shall provide Provider with the Property’s current occupancy plan and rate schedule sufficient to confirm bed count and published rates.

• (d) Adjustments. If bed count changes such that a Property crosses one of the above thresholds, the First Bed Contribution shall be recalculated beginning with the next full monthly accrual period.

3.4 Initial 3-Month Fee Waiver. The First Bed Contribution for each Property shall be waived during the first three (3) full calendar months following the Opening Date for that Property; provided, however, that the initial waiver period for any Property shall end no later than nine (9) months after the date that Property is first identified by the Proposal, added to Schedule A of the Charter Agreement, or otherwise becomes covered by this Agreement, regardless of whether such Property has begun generating revenue.

3.5 Property Contribution Period. Each Property shall have a separate three-year contribution period beginning on the Opening Date for that Property and continuing until the third anniversary of that Opening Date, unless accelerated under Section 6.4. The Property Contribution Period applies separately to each Property, including any Property added after the Effective Date. The expiration or termination of this Agreement or the Charter Agreement shall not reduce, shorten, waive, or otherwise affect Client’s obligation to pay the First Bed Contribution or any applicable Exit Fee for the full Property Contribution Period for each Property.

4. Default; Notice; Cure; Remedies

• (a) Payment Default: failure to pay any amount when due, continuing ten (10) days after Provider’s written notice.
• (b) Charter Default: failure to comply with the Charter Agreement, continuing thirty (30) days after written notice.
• (c) Terms Default: material breach of these Terms, continuing thirty (30) days after written notice.
• (d) Life-Safety Exceptions: any violation creating an Immediate Hazard, defined as imminent risk to life, fire safety, unlawful activity, or activity endangering residents, not cured within five (5) days after written notice, or such shorter period as reasonably required.
• (e) Insolvency: insolvency, general assignment for the benefit of creditors, receiver appointment for material assets, or bankruptcy or similar proceedings not dismissed within sixty (60) days.
• (f) Failure to Execute Charter Agreement: afailure by Client or any required affiliate, operating entity, principal, or related party to execute the Charter Agreement or any required ancillary document within thirty (30) days after the Effective Date.
• (g) Misrepresentation: a material misrepresentation reasonably relied upon by Provider in delivering Services or setting fees.

4.2 Notice. Notices must be in writing and delivered by email and one additional method (personal delivery, overnight courier, or certified mail). Notices are effective upon receipt or, if refused, on carrier-recorded refusal.

4.3 Suspension. Upon an Event of Default, Provider may suspend some or all Services on five (5) business days’ written notice, without waiver. Suspension lifts upon cure and payment of undisputed past-due amounts.

4.4 Termination for Cause. Provider may terminate this Agreement in whole or in part by written notice after an uncured Event of Default, effective on the date stated in the notice.

4.5 Remedies; No Waiver. Provider’s rights and remedies are cumulative and in addition to those at law or equity. Failure to exercise a right is not a waiver.

5. Intellectual Property; Confidentiality; Data

5.1 Ownership. Provider owns all right, title, and interest in and to Provider Materials: software, platforms, course content, templates, checklists, playbooks, specifications, designs, documentation, know-how, data models, analytics, and other materials, whether preexisting or developed while performing the Services, including all intellectual property rights. No ownership transfers to Client.

5.2 Deliverables & License to Client. Unless expressly stated otherwise in a signed order or addendum, any Deliverables incorporate Provider Materials and are licensed—not assigned. Subject to timely payment and compliance, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use Provider Materials and Deliverables solely for Client’s internal operation of the Properties covered by this Agreement. Use for third parties, non-covered affiliates, or additional properties requires Provider’s prior written consent and may require additional fees.

5.3 License to Provider (Content/Marks). Client grants Provider a limited, non-exclusive license to use Client content and marks to deliver the Services, configure/support software, publish Client’s homes on Provider-operated directories where requested, and for Provider’s portfolio/case studies unless Client opts out by written notice.

5.4 Restrictions. Client will not copy, modify, translate, create derivative works of, reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code or underlying structure of any Provider software or materials; remove proprietary notices; or use scraping/automated means to access Provider systems except via documented interfaces.

5.5 Confidentiality. Each party will keep the other’s non-public information confidential and use it only to perform under this Agreement. This §6.5 does not restrict disclosures required by law, regulation, or court order (with reasonable prior notice where lawful).

6. Operational & Legal Provisions

6.1 Disclaimer.
EXCEPT FOR ANY EXPRESS WARRANTIES STATED IN THE PROPOSAL OR THESE TERMS, THE SERVICES, SOFTWARE, PROVIDER MATERIALS, AND DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” PROVIDER DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. PROVIDER DOES NOT WARRANT THAT CERTIFICATION WILL BE OBTAINED, OCCUPANCY TARGETS WILL BE ACHIEVED, OR ANY LEGAL/REGULATORY OUTCOME WILL BE SECURED.

6.2 Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES (INCLUDING LOST PROFITS, BUSINESS, OR DATA), EVEN IF ADVISED OF THE POSSIBILITY. EXCEPT FOR (i) CLIENT’S PAYMENT OBLIGATIONS, (ii) INDEMNIFICATION OBLIGATIONS (IF ANY EXPRESSLY PROVIDED), AND (iii) BREACHES OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, EACH PARTY’S AGGREGATE LIABILITY IS CAPPED AT THE TOTAL FEES PAID BY CLIENT UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

6.3 Independent Contractor. The parties are independent contractors; no partnership, joint venture, agency, or employment relationship is created. Neither party may bind the other absent express written authority.

6.4 Exit Fee. If, during the Property Contribution Period for any Property, that Property closes, ceases operating as a recovery home, is removed from the VSL program, or is sold, transferred, or otherwise disposed of, Client shall pay an Exit Fee for that Property. If this Agreement or the Charter Agreement is terminated for any reason before the end of the Property Contribution Period for any Property, Client shall pay an Exit Fee for each Property whose Property Contribution Period has not expired. The Exit Fee for each applicable Property shall equal the total First Bed Contributions that would have become due for that Property through the end of its Property Contribution Period had the closure, removal, sale, transfer, disposition, or termination not occurred. The parties acknowledge that Provider’s damages from early closure, removal, sale, transfer, disposition, or termination would be difficult to calculate with precision because Provider provides front-loaded and continuing program, platform, training, support, and network benefits. The Exit Fee is intended as a reasonable liquidated damages amount and not as a penalty. The Exit Fee is due immediately upon closure, removal, sale, transfer, disposition, or termination, without set-off or deduction, in addition to all accrued and outstanding amounts.

6.4 Force Majeure. Neither party is liable for delay/failure (other than payment) caused by events beyond its reasonable control, including acts of God, disasters, war, terrorism, civil unrest, labor disputes, governmental action, epidemics, or utility/communications failures. The affected party will reasonably mitigate and resume performance as practicable.

6.5 Governing Law; Venue; Fees. This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflicts principles. Exclusive venue lies in the state or federal courts sitting in Worcester County, Massachusetts, and each party consents to such jurisdiction. The prevailing party in any action to collect undisputed past-due amounts or to enforce security interests shall be entitled to its reasonable attorneys’ fees and costs.

6.6 Notices to Provider: Vanderburgh Communities, LLC, 255 Main Street, Webster, MA 01570, Attn: Legal, and to legal@vanderburghhouse.com (or as updated by notice).

6.7 Notices to Client: the address and email appearing in the Proposal (or as updated by Client by notice).

6.8 Survival. Sections concerning payment, taxes/gross-up, late payments, the First Bed Contribution, Property Contribution Periods, the Exit Fee, IP and licenses, confidentiality, disclaimers, limitations of liability, governing law/venue, notices, remedies, and survival shall survive termination or expiration of this Agreement.

6.9 Entire Agreement; Amendments; Assignment. This Agreement is the entire agreement regarding its subject. Amendments must be in writing and signed (or agreed by documented electronic acceptance) by both parties. Client may not assign this Agreement (by operation of law or otherwise) without Provider’s prior written consent; any unauthorized assignment is void. Provider may assign to an affiliate or in connection with a reorganization, merger, or sale of substantially all assets or equity.

By accepting the Proposal and/or submitting payment, Client agrees to and is bound by these Mastery Program Terms and Conditions.