Your use of ARMS Camps and its services is governed by and subject to the terms and conditions of the Agreement below, or if you have entered into a separate agreement to govern your use of ARMS Camps and its services, such separate agreement.

RECITALS

WHEREAS, Client desires to have Company web host certain Client sponsored events (each an “Event”) at various locations and to have Company act as coordinator for the internet registration of participants (“Participants”) at the Events; and

WHEREAS, Company is willing to facilitate Client Events and act as internet registration coordinator for Event Participants under the terms and conditions of this Agreement.

NOW, THEREFORE, in consideration of the mutual promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows.

AGREEMENT

  1. WEBSITE
  1. Client hereby authorizes Company to create one or more websites (each a “Website”) for the promotion of and registration of Participants at Client Events.  During the Term of this Agreement (defined below), Client grants to Company a non-exclusive license to use, reproduce and post Client’s information (including but not limited to any Client trademarks, service marks and other proprietary information of Client) on the Website to the extent deemed reasonably necessary by Company to properly and effectively promote Client’s Events, all subject to Client’s prior approval, not to be unreasonably withheld.  Following initial Client approval, Client may request minor modifications or revisions to Client’s content presented on the Website at no additional charge.
  1. TERM AND TERMINATION1
  1. The initial term (“Initial Term”) of this Agreement will be three (3) years beginning on the Agreement Date. The Initial Term will automatically renew for successive periods of one (1) year or different duration by mutual written agreement (“Renewal Term”), unless sixty (60) days advance written notice is given by either party prior to expiration  of the Initial Term or Renewal Term.  The Initial Term and any Renewal Term, if any, shall collectively be the “Term.”  The Term shall end at midnight on the last day of the Initial Term or any Renewal Term (“Agreement End Date”), as applicable.  The Agreement will automatically terminate upon the Agreement End Date unless extended pursuant to this Section 2.1.  
  1. SERVICE
  1. Client will establish and maintain all Event links and information in order to direct Participants to Client’s home page on the Website for registration.  Each Website will be dedicated solely to Client matters; no other client of Company shall be referenced on such Website.  At the time of Participant registration, Company will provide Client a confirmation via email, in mutually agreeable format, regarding the particular Event and the Participant’s registration.  At the time Client’s Event schedule and related information is posted on the Website, Client shall provide Company a welcome packet and information page relating to the Event in electronic form (“Event Particulars”).  Company will make the Event Particulars available to the Participant in an email (addressed to Participant at the email address provided during the registration process) that provides a link and/or attachment containing such information following Participant’s registration for a particular Event.
  2. Client agrees that Company shall be its exclusive vendor for the types of services that are the subject of this Agreement (unless Client obtains Company’s prior written consent to retain other vendors, which consent shall not be unreasonably withheld by Company).
  3. To insure viability of the relationship and financial practicality of Company facilitation of Client Events, Client agrees that the parties will establish a minimum number of Participant registrations (“Minimum”) for Client’s Events.  In the event (a) Client terminates this Agreement prior to the Agreement End Date for reasons other than breach by Company and (b) Client has not met the Minimum registration requirements for its Event(s) as of the date of termination, Client agrees to pay Company liquidated damages in an amount calculated as the difference between the fees projected to be earned (but not met) on the Minimum and the fees earned by Company on Client’s similar Events during the immediately preceding year.
  4. In the event Client cancels or reschedules an Event and a registered Participant is unable or unwilling to attend an alternate Event, then Client will promptly return all Event fees to such Participant.  
  1. COMPENSATION
  1. Client agrees to pay Company based upon the fee structure as follows:
  1. Online Registration Fee – Client agrees to pay Company a non-refundable fee of 3% of each Participant’s Event registration fee generated via the Company hosted Website for Client Events.
  2. Management and Administration Fee – Client agrees to pay Company a non-refundable fee of 3% of each Participant’s Event registration fee generated via the Company hosted Website for Client Events for management and administration of Client’s Website.
  3. Company will collect the Online Registration and the Management and Administration Fees immediately upon receipt of a Participant’s registration fee.  Any refunds allowed to a Participant by Client will be the sole responsibility of the Client.  If there is a credit card or other payment dispute between Client and a Participant, Company will keep any credit card chargebacks from fees due to Client plus a $35.00 chargeback fee per incident.
  4. All fees due and payable to Company hereunder are non-refundable regardless of cause, including but not limited to any cancellation or postponement of an Event or Participant is unable/unwilling to participate.
  5. Company will have Client funds deposited directly into Client’s bank account on a timeframe as mutually agreed upon by both parties in writing.
  1. CLIENT RESPONSIBILITY
  1. Client will be responsible for any and all claims of damages, injury, or death of any person in connection with any Event, whether arising out of any actual negligence or omission caused by Client during any Event or not.  Client acknowledges that Company is responsible solely for hosting the Website and registering Participants for Client’s Events and as such, has no responsibility or liability relating to conducting the Event.  Client agrees to indemnify and hold Company harmless from any and all claims associated with damages, injury, or death of any person in connection with Client’s Event.
  2. Client agrees to be responsible for any loss, claim, or damages that arise as a result of the cancellation of any Client Event and will indemnify and hold Company harmless from any associated claims from any parties.
  3. Client represents and warrants that any promotional materials used by Client or provided to Company for any joint marketing purposes, including but not limited to i) written brochures; ii) Website screen pages; iii) Website links; iv) photo or graphic images; or v) any other content provided or used by Client included in such promotional materials are owned by or fully licensed to Client and that Client has full power and authority to permit Company to use such promotional materials and intellectual property for any purpose under this Agreement and neither Client nor Company is required to obtain the consent of any third party for such use. Client will defend, indemnify and hold Company harmless from any and all claims from any party including third parties associated with any alleged breach of this Section 5.3 or any claims of alleged intellectual property infringement in connection with Client Event(s).
  4. Client represents and warrants that any promotional materials used by Client on its Website are in compliance with National Collegiate Athletic Association (“NCAA”) regulations or any other applicable federal, state, or local regulation that may apply.  Client will defend, indemnify and hold Company harmless from any and all claims from any party including third parties associated with any alleged violation of any NCAA regulation or other applicable state or federal law.
  1. INDEPENDENT CONTRACTOR STATUS
  1. Client’s relationship with Company shall be that of an independent contractor and not that of a partner, joint venturer, agent, employee or owner of Company.  Each party shall be solely responsible for its own expenses including but not limited to travel, benefits, wages, salaries, insurance, and other amounts due to its respective employees or agents.  Each party shall be responsible for all reports and obligations respecting its respective employees concerning all taxes, insurance, health, safety and security matters.  Neither party shall have the authority to enter into contracts that bind the other party or create obligations on the part of the other party.
  1. SECURITY
  1. Company agrees to implement and maintain customary information security measures on the Website to safeguard the security of Client’s confidential information from unauthorized access, disclosure, distribution, reproduction, or use.  In no event shall Company take precautions any less stringent than those employed to protect its own proprietary and confidential information of a similar nature and context.  In addition, Company agrees to advise Client of any breach or unauthorized access of the Client’s data maintained by Company and to take appropriate actions to remedy any such breach as soon as practicable.  In no case shall Company permanently store any financial data of Client or Event Participants including credit card or bank account information as part of the Event registration system on the Website.
  1. CONFIDENTIALITY
  1. In connection with their respective obligations under this Agreement, each party may disclose certain information to the other that includes confidential or proprietary information, trade secrets, confidential Participant information, and other information concerning operations, policies, and procedures, collectively, “Confidential Information” pertaining to past, present, and future activities.  Neither party shall disclose any Confidential Information of the other party nor the terms and conditions of this Agreement, except as may be required by law or by governmental regulation or order, or as may be necessary to provide the services or assert its rights hereunder.
  2. Company retains Client or Participant contact information only for the purposes of processing payments and managing registration information for Client and/or Client’s Events.  Company will not transfer or share Participant contact information with any 3rd party, except for Company’s payment processing partner(s) for purpose of processing payments, without the express consent of Participant.
  3. Each party’s duty of confidentiality shall not extend to information that i) is already known or has been developed independently by such party prior to disclosure by the other party; ii) is received from a 3rd party who has the right to hold and disclose it; iii) is released in writing from confidentiality protection by the other party; or iv) is in the public domain, except if as a result of a breach of this Agreement.
  4. The duties of confidentiality hereunder shall continue for the Term hereof and a period of three (3) years thereafter; except that Participants’ personal financial information shall remain confidential indefinitely.
  1. PROPRIETARY PROTECTIONS
  1. Client acknowledges and agrees that Company is and shall be the sole owner of all property and intellectual property rights (including those related to any business plans, methods, models, ideas, or information developed prior to or during this Agreement) with respect to Company’s online registration system and Client is granted no rights therein as a result of this Agreement.  Client agrees not to copy, use, or reproduce the form or content of Company’s proprietary online registration system for any purpose whatsoever.
  1. INDEMNITY
  1. In addition to the other indemnity provisions herein, each party agrees to indemnify, defend, and hold the other party, its officers, directors, agents, and employees harmless from and against any and all claims, costs or liabilities brought against it or its director, officers, employees or agents, including attorney fees, costs and expenses for any claims by a third party arising out of or in any way related to actions taken or services performed in connection with this Agreement.  Provided, however, this subsection shall not apply where such injury or damage is caused by the negligence or willful misconduct of the party claiming indemnification, or that party’s agents or employees.  In addition, Client agrees to indemnify, defend and hold Company, its officers, directors, agents, and employees harmless from any claims or liabilities, including attorney’s fees, costs, and expenses related to any claim by a Participant or third party with respect to actions or injuries sustained by Participant or such third party at any time relating to any Event.  
  1. NOTICES
  1. Any notice to be given hereunder shall be in writing and sent, along with any payments due by first class mail or other mutually agreeable delivery service addressed as follows:

Company:        TEAMWORKS INNOVATIONS, INC.

122 E Parrish St

Durham, NC 27701

or to such other address or addresses as either party may designate by written notice to the other party.  Notices are deemed given when received, and effective on the date of delivery if hand-delivered, or five (5) business days after deposit in the U.S. mail, postage prepaid and correctly addressed, if sent by certified or regular mail.

  1. ENTIRE AGREEMENT
  1. This Agreement supersedes any and all agreements, either oral or written, between the parties hereto with respect to the rendering of services by Company for Client and contains all of the covenants and agreements between the parties with respect to the rendering of such services in any manner whatsoever.  Each party to this Agreement acknowledges that no representations, inducements, promises, or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement, or promise not contained in this Agreement shall be valid and binding.  Any modification of this Agreement will be effective only through a written agreement executed by both parties.
  1. SEVERABILITY 
  1. Should any provision of this Agreement be held to be void, invalid or illegal by a court of competent jurisdiction, the validity and enforceability of the other provisions shall not be affected thereby.  
  1. FORCE MAJEURE
  1. Neither party will be liable for nonperformance or delays caused in whole or in part by acts of God, wars, riots, strikes or other labor dispute, fires, floods, hurricanes, earthquakes, acts of any government, civil commotion, sabotage, terrorist acts or other causes beyond its reasonable control whether or not of the kind specifically enumerated herein.
  1. DISPUTE RESOLUTION 
  1. Each party agrees to give the other a written description of any problem(s) that may arise hereunder and to make a good faith effort to amicably and promptly resolve any such problem before commencing any proceeding. Notwithstanding the foregoing, either party may take any action reasonably required to protect such party's rights. No claim or action, regardless of form, arising out of this Agreement may be brought by either party more than one (1) year after the cause of action has accrued.
  1. HEADINGS
  1. All enumerations, captions and headings contained in this Agreement are inserted for identification and convenience and will not be deemed part of this Agreement for purposes of interpretation.  The plural form of all nouns and pronouns used herein shall be construed as including the singular form and the singular form of all nouns and pronouns used herein shall be construed as including the plural form as the context may require.  The introduction and Recitals hereto are hereby incorporated herein and made a part hereof and shall be of full legal force and effect.  “Herein,” “hereof,” “hereby,” “hereinafter” and the like refer to this Agreement as a whole, except where the context indicates otherwise.
  1. WAIVER
  1. The delay or failure of either party to exercise any rights under this Agreement will not constitute or be deemed a waiver or forfeiture of such rights. No waiver will be valid unless in writing and signed by an authorized representative of the party against whom such waiver is sought to be enforced.
  1. LIMITATION OF LIABILITY AND DISCLAIMER OF DAMAGES
  1. Limitation of Liability. FOR ALL EVENTS AND CIRCUMSTANCES, THE CUMULATIVE LIABILITY OF COMPANY, ITS OFFICERS, EMPLOYEES, DIRECTORS, AND AGENTS ARISING OUT OF OR RELATING TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION ON ACCOUNT OF PERFORMANCE OR NON-PERFORMANCE OF OBLIGATIONS, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STATUTE, EQUITY OR OTHERWISE WILL BE LIMITED TO DIRECT DAMAGES AND WILL NOT EXCEED THE AMOUNTS RECEIVED BY COMPANY HEREUNDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, WITH RESPECT TO THE PARTICULAR ITEMS (WHETHER PURCHASED SERVICES, SOFTWARE, OTHER SERVICES OR OTHERWISE).
  2. Disclaimer of Damages. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS AGREEMENT, IN NO EVENT WILL COMPANY, ITS OFFICERS, EMPLOYEES, DIRECTORS, OR AGENTS BE LIABLE TO CLIENT FOR DAMAGES OTHER THAN DIRECT DAMAGES, INCLUDING, WITHOUT LIMITATION: ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY OR PUNITIVE DAMAGES, WHETHER ARISING IN TORT, CONTRACT, OR OTHERWISE; OR ANY DAMAGES ARISING OUT OF OR IN CONNECTION WITH ANY MALFUNCTIONS, REGULATORY NON-COMPLIANCE, DELAYS, LOSS OF DATA, LOST PROFITS, LOST SAVINGS, INTERRUPTION OF SERVICE, LOSS OF BUSINESS OR ANTICIPATORY PROFITS, EVEN IF COMPANY OR ITS CLIENTS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LIABILITY FOR THESE DAMAGES WILL BE LIMITED AND EXCLUDED EVEN IF ANY EXCLUSIVE REMEDY PROVIDED FOR IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE.
  1. DISCLAIMER OF WARRANTY
  1. THE SERVICES OF COMPANY HEREUNDER ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. COMPANY DOES NOT GUARANTEE OR WARRANT THAT THE USE OF THE SERVICES HEREUNDER WILL BE UNINTERRUPTED, COMPLY WITH REGULATORY REQUIREMENTS, BE ERROR FREE OR THAT COMPANY WILL CORRECT ALL SOFTWARE ERRORS.  CLIENT'S EXCLUSIVE REMEDY, AND COMPANY’S ENTIRE LIABILITY, FOR COMPANY’S FAILURE TO TIMELY PROVIDE SERVICES HEREUNDER WILL BE THE REPERFORMANCE OF DEFICIENT SERVICES, OR IF COMPANY CANNOT SUBSTANTIALLY CORRECT SUCH A BREACH IN A COMMERCIALLY REASONABLE MANNER, CLIENT MAY TERMINATE THE RELEVANT SERVICES WITHOUT PENALTY. Client agrees that it is solely responsible for the results obtained from the use of the Company’s services.
  1. GOVERNING LAW and Venue 
  1. This Agreement shall be construed and interpreted in accordance with the laws of the State of North Carolina, excluding its conflicts of law rules. Except for actions for injunctive or other equitable relief, any dispute whatsoever relating to the interpretation, validity or performance of this Agreement, or any dispute arising out of this Agreement or related in any way to the Events, shall be settled by binding and final arbitration before a single arbitrator.  The arbitration shall be conducted pursuant to the Commercial Arbitration Rules of the American Arbitration Association (the “AAA Rules”).  Arbitration shall be by a single arbitrator experienced in the matters at issue selected pursuant to the AAA Rules.  The arbitration shall be held in such place in the metropolitan area of Durham, North Carolina as may be specified by the arbitrator (or such other place upon which the parties and the arbitrator may agree), and shall be conducted pursuant to the AAA Rules (regardless of any choice of law provision in this Agreement).  The decision of the arbitrator shall be final and binding as to any matters submitted to arbitration and shall be in lieu of any other action or proceeding of any nature whatsoever; and, if necessary, any judgment upon the arbitrator’s decision may be entered in any court of record having jurisdiction over the subject matter or over the party against whom the judgment is being enforced.  Except as required by law, the parties agree to keep confidential the existence and details of any dispute subject to this provision, including the results of arbitration.  The foregoing shall not be deemed to prohibit a party from disclosing relevant information to its legal, financial and other advisors in connection with any such dispute as long as such advisors agree to maintain the confidentiality thereof pursuant to this provision.  Notwithstanding the foregoing, any party may seek temporary injunctive relief through any local, state, or federal court with proper jurisdiction over the dispute in the event of any breach or anticipatory or threatened breach of this Agreement.
  1. ASSIGNMENT 
  1. This Agreement is binding on the parties to this Agreement and their respective successors and permitted assigns. Nothing in this Agreement grants any other person or entity any right, benefit or remedy of any nature whatsoever, except for the parties hereto as expressly provided in this Agreement. This Agreement is assignable by either party only with the other party's prior written consent, which will not be unreasonably withheld, conditioned or delayed; provided, however, either party may, upon written notice and without the prior approval of the other party, (a) assign this Agreement to another party as long as such party has sufficient ability and credit to satisfy its obligations under this Agreement and the scope of Service is not affected; and (b) assign this Agreement pursuant to a merger or a sale of all or substantially all of such party's assets or voting securities.  Any purported assignment without such consent shall be void and of no effect.
  1. COUNTERPARTS AND FACSIMILE SIGNATURE
  1. This Agreement may be executed in counterparts, each of which will be deemed an original and all of which will constitute one and the same document. The parties may exchange signature pages by facsimile, electronic delivery of scanned document, or electronic signature and such signatures will be considered to be in writing and be effective to bind the parties to all the terms contained in this Agreement.
  1. WAIVER OF JURY TRIAL
  1. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES THE RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED UNDER THIS AGREEMENT.
  1. CONSTRUCTION
  1. This Agreement has been negotiated by the parties and their respective counsel.  This Agreement will be fairly interpreted in accordance with its terms and without any strict construction in favor or against either party.  Any ambiguity will not be construed or interpreted against the drafting party