ZebraWeb Standard Subscription Agreement

THIS AGREEMENT by and between VantageSportz, LLC, a Delaware corporation, located at 6805 Route 202, New Hope, PA 18938, and (“Client”) entered on the Subscription Fee Schedule (collectively “Parties”).

This Standard Subscription Agreement serves as the primary and ongoing contract between VantageSportz, LLC, provider of ZebraWeb Services (hereinafter ZebraWeb) and Client for the provision of Zebraweb Services and all work performed by Zebraweb for Client. Individual written agreements and documentation for the performance of specific services between the parties, and payment therefore, may be separately entered by the parties, and if so entered shall be governed by this Agreement by specific reference in this document, or addendum hereto, initialed or signed by the Parties.

1. Terms and Payments for Services

1.a. Term. This Agreement shall be for the “Service Term” as identified in ZebraWeb subscription fee schedule, ZebraWeb Sports Officials Operations System Agreement or Exhibit A. Each Term shall automatically renew for a subsequent period of the same length as the initial term unless either party gives the other written notice of termination at least (30) days prior to the expiration of the current term. Any service cancelation must be made in writing a minimum of ninety days prior to the end of an annual period and services will terminate at end of that annual period or season (no prorated refund will be made).

1.b. Payment/Services. Client agrees to pay for all amounts, and ZebraWeb agrees to provide all services (“Services”), as specifically defined by the parties in the ZebraWeb Subscription Fee Schedule, attached hereto as Exhibit A or Subscription Fee Schedule. The Parties specifically incorporate ZebraWeb subscription fee schedule, ZebraWeb Sports Officials Operations System Agreement or Exhibit A, and all its contents, as if more full set forth at length in this Agreement.

1.c. Payment. The Parties recognize that payment in full by Client is a condition precedent to commencement of service by ZebraWeb.

2. Use of Services

2.1 Liability/Third Party Access. The Parties recognize that ZebraWeb is providing services not only to Client, but to third parties to whom Client shall give access permission through contracted use of ZebraWeb’s services. Client recognizes that ZebraWeb has no obligation, nor ability, to review the third party user access granted by Client. Therefore, Client hereby agrees to the contents of this Agreement on behalf of all third parties users who rightfully access ZebraWeb’s services through permission granted to it by Client.

2.2. Content. The ZebraWeb website and systems may contain bulletin board services, chat areas, news groups, forums, personal web pages, video exchange areas or other message or communication facilities designed to allow Client communicate with the public at large or with a group (“Communication Services”). Client agrees to use the Communication Services only to post, send or receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, Client agrees, that they will not:

To comply with applicable laws and lawful governmental requests, to protect ZebraWeb’s systems and customers, or to ensure the integrity and operation of ZebraWeb’s business and systems, ZebraWeb may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on ZebraWeb’s servers and systems.

• Upload files that contain software or other material protected by intellectual property laws unless Client owns or controls the rights thereto or have received all necessary consents for.
• Upload filed that contain viruses, corrupted files or any other similar software programs that may damage the operation of another’s computer
• Violate any applicable laws or regulations.

In addition to Client’s agreement not to use the Communication Services in the manner set forth above, Client agrees only for the limited purpose of “Default” herein, to be responsible for the actions of all third parties in their use of the Communications Services during the Service Term.

ZebraWeb has no obligation to monitor the Communication Services. However, ZebraWeb reserves the right to review materials posted to a Communication Service, and to remove any materials in its sole discretion. ZebraWeb reserves the right for repeated or significant violations to terminate the access of an individual user, or of Client, at any time.

2.3 Ownership of Content. All content posted to any ZebraWeb site shall be the property of ZebraWeb, and Client specifically agrees to relinquish ownership or control thereof, to the extent that such ownership exists, in favor of ZebraWeb. This shall include, but not be limited to, game film video, downloaded illustrative video, text, message board posting, etc.

3. Enforcement

3.1. Investigation of Violations. ZebraWeb may investigate any reported or suspected violation of this Agreement, its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstances to protect its systems, facilities, customers and/or third parties. ZebraWeb will not access stored electronic communications except as required or permitted by applicable law or legal process.

3.2. Actions. ZebraWeb reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Agreement or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party’s rights or potentially in violation of any laws.

3.3. Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect ZebraWeb’s systems and customers, or to ensure the integrity and operation of ZebraWeb’s business and systems, ZebraWeb may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, ect.) IP addressing and traffic information, usage history, and content residing on ZebraWeb’s servers and systems.

4. Intellectual Property Rights

4.1. License Grant to ZebraWeb. You hereby grant to ZebraWeb a non-exclusive, worldwide, and royalty-free license for the Initial Term and any Renewal Term to use your content as necessary for the purposes of rendering and operating the Services to you under this Agreement. You expressly (a) grant to ZebraWeb a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party’s intellectual property rights.

4.2. ZebraWeb Materials and Intellectual Property. All materials, including but not limited to any computer software, data or information developed or provided by ZebraWeb or its suppliers or agents pursuant to this Agreement, and any know-how, methodologies, equipment, or processes used by ZebraWeb to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets and other proprietary rights are and will remain the sole and exclusive property of ZebraWeb or its suppliers, including but not limited to any software programs, inventions, products and /or technology innovations and methodologies utilized, developed, or disclosed by ZebraWeb during the term of this Agreement. Unauthorized copying, reverse engineering, decompiling, and creating derivative works based on the any such software is expressly forbidden except as permitted in this Agreement. You may be held legally responsible for violation of any patent rights, copyright or trade secret rights that is caused or encouraged by failure to abide by the terms of this Agreement.

4.3. Trademarks. You hereby grant to ZebraWeb a limited right to use your trademarks, if any, for the limited purpose of permitting ZebraWeb to fulfill its duties under this Agreement. This is not a trademark license and no other rights relating to the trademarks are granted by this Agreement. Specifically, but without limitation, the rights granted by this Agreement do not include the right to sublicense use of your trademarks or to use your trademarks with any other products or services outside the scope of the Services provided under this Agreement. The limited trademark use rights granted under this section terminate upon termination of this Agreement.

Warranties; Warranty Disclaimer.

5.1. Customer and/or Third Party Acts. ZebraWeb is not responsible in any manner for any nonconforming Services to the extent caused by Client or third parties in their use of the Services during the Service Term.

5.2. No Express or Implied Warranty. ALL SERVICES, SYSTEMS AND PRODUCTS PROVIDED BY ZEBRAWEB UNDER THIS AGREEMENT ARE PROVIDED WITHOUT ANY EXPRESS OR IMPLIED WARRANTY IN FACT OR IN LAW, WHATSOEVER, YOU ACKNOWLEDGE AND AGREE THAT ZEBRAWEB EXERCISES NO CONTROL OVER, AND ACCEPTS NO RESPONSIBILITY FOR, THE CONTENT OF THE INFORMATION PASSING THROUGH ZEBRAWEB’S COMPUTERS, NETWORK HUBS AND POINTS OF PRESENCE, OR THE INTERNET. ZEBRAWEB DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. ALL SERVICES PERFORMED UNDER THIS AGREEMENT ARE PERFORMED “AS IS” AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, ZEBRAWEB DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR CONDITIONS OF QUALITY, AND ANY WARRANTIES WITH RESPECT TO PATENT, COPYRIGHT, TRADESECRET OR TRADEMARK INFRINGEMENT.

5.3. Your Warranties and Representations to ZebraWeb. You warrant, represent, and covenant to ZebraWeb that (a) you are at least eighteen (18) years of age or are a duly organized and validly existing entity; (b) you possess the legal right and ability to enter into this Agreement; (c) you will use the Services only for lawful purposes and in accordance with this Agreement and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Service, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (f) you content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

6. Limitations and Exclusion of Liability

6.1. Limitations. IN NO EVENT SHALL ZEBRAWEB HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES, ZEBRAWEB SHALL HAVE NO LIABILITY UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL EXEMPLARY, SPECIAL INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ZEBRAWEB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.2. Interruption of Service. You hereby acknowledge and agree that ZebraWeb will not be liable for any temporary delay, outages or interruptions of the Services. Further, ZebraWeb shall not be liable for any delay or failure to perform its obligations under this Agreement, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

7. Indemnification

You will defend, indemnify and hold harmless ZebraWeb and its officers, directors, shareholders, employees, consultants, agents, affiliates and suppliers (an “Indemnitee”) from any and all threatened or actual claims, demands, causes of action, suits, proceedings (formal or informal), losses, damages, fines, penalties, liabilities, costs and expenses of any nature arising from the use of ZebraWeb Services.

8. Miscellaneous

8.1. Confidentiality. The parties each agree that all Confidential Information (as defined below) communicated to it by the other is done so in confidence and will be used only for the purposes of this Agreement and will not be used to compete with the other party or disclosed to any third party without the prior consent of the other party except as permitted under this Agreement. “Confidential Information” means all information in any form, including, without limitation, printed or verbal communications and information stored in printed, optical or electromagnetic format, which relates to the Services. This provision shall survive the termination of this Agreement for two (2) years.

8.2. Notices. All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

8.3. Choice of Law and Forum. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without regard to conflict of laws principles. Any legal action or proceeding in connection with this Agreement or the performance hereof may be brought in the state and federal courts located in Bucks County, Pennsylvania and the parties hereby irrevocably submit to the non-exclusive jurisdiction of such courts for the purpose of any such action or proceeding. Recipient hereby consents to the personal jurisdiction of the state and federal courts of Bucks County and the Commonwealth of Pennsylvania in any dispute arising from or relating to this Agreement.

8.4. Entire Agreement. This Agreement and all polices and guidelines incorporated in this Agreement, by reference, constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

8.5. No Fiduciary Relationship. No Third-Party Beneficiaries. ZebraWeb is not the agent, fiduciary, trustee or other representative of you. Nothing expressed or mentioned in or implied from this Agreement is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

8.6. Assignments. You may not transfer or assign your rights, duties, or obligations under this Agreement without ZebraWeb’s prior written consent. ZebraWeb may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

8.7. No Waiver. ZebraWeb’s failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of ZebraWeb’s right to subsequently enforce such provision or any other provisions under this Agreement.

8.8. Severability. If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extend legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

8.9. Survival. All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligation shall survive the termination or expiration of this Agreement.