Team Sign Up | Touch Lynk

This Agreement is entered into as of the date of its execution by TOUCHLYNK GROUP

LLC (Company) and (Client).

The Company and Client may be referred to individually as “Party” or collectively as the

“Parties.”

SUMMARY OF WORK

The Client creates videos of sporting event and forwards video to Company electronically.

Company shall, by utilizing the video supplied by Client, then through the use of

proprietary software, perform statistical analysis of the game and players, and forward this

enhanced analysis to Client.

Therefore, in consideration of the mutual covenants contained herein and other good and

valuable consideration, the receipt and adequacy of which is acknowledged by the Parties,

the Parties agree:

1. Client will electronically submit to Company any video to be statistically analyzed

by Company. Client agrees as follows:

a. Client is responsible for the content and the quality of the video, and the

accuracy and content of any information provided by Client to the

Company;

b. Client agrees to indemnify Company for any and all trademark infringement

that may be contained in the video.

c. Client agrees to indemnify Company for any breach of confidentiality claim

that may arise from any image or images that may be contained in the video.

2. Client warrants that the specifications shall not infringe on the intellectual property

rights of any third party or any rights of publicity or privacy.

3. Both parties agree to defend, indemnify, and hold the other harmless for any and

all damages, charges, losses, and expenses (including reasonable attorney fees and

costs) for any claim arising out of the breach of this section, provided that the

indemnifying party receives timely notice of such claim and controls all litigation

and settlements.

4. Term and Fees: Client agrees to listed terms at touchlynk.com, payable upon the

submitting a match video in the system. Such term entitles Client to unlimited film

submissions FOR ONE TEAM ONLY during said one-year term for analysis. Only

one (1) team per agreement and lumpsum fee.

Out-of-Pocket Costs. In the event Client requests any additional out of the ordinary

scope analysis, any costs incurred by Company shall be born by the Client, and

Company shall advise Client in writing of what additional costs and fees would be

incurred for requested additional services/analysis, if available.

5. Term and Termination. This Agreement shall have an initial term of one year, which

shall automatically terminate at its expiration. Upon reaching the end of the Term, the

parties may negotiate for a new term at a rate to be determined by the parties.

6. Damages for Breach. The Parties acknowledge that the maximum sum either party

may claim as damages from the other party is the amount equal to the value of the one-

year cost of the contract.

7. Ownership of Submission, Data, Program and Format.

a. Submission. The Parties acknowledge and agree that the Client owns the

electronic submission, and that Company shall only use said submission for the

sole purpose of creating the statistical analysis as contemplated herein.

b. Data. The Parties acknowledge that the data that is generated by the video

relates only to the team that Client is submitting video for, and therefore, the

data generated belongs to Client.

c. Program and Format. The Parties acknowledge that the Program, and therefore

the format in which that the data is presented to Client belongs to Company,

and Client does not have the right to share such information with outside

sources. The Company in no way intends to share or grant any rights or

privileges to Client for the use of the program or the format in which the data

is gathered and presented to Client.

8. Warranties and Limitations on Damages

a. Limitations on Liability. Client agrees that the data is provided “AS IS” and on

an “AS AVAILABLE” basis based 100% on the information and electronic

submission provided to Company by Client.

THE COMPANY’S LIABILITY TO CLIENT UNDER THIS AGREEMENT IS

LIMITED TO THE WARRANTY AND SERVICE LEVEL GUARANTEE SET

FORTH HEREIN. THE COMPANY DISCLAIMS ANY AND ALL

WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT

LIMITED TO THE IMPLIED WARRANTY OF MERCHANTABILITY,

FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTY THAT

THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. IN NO

EVENT SHALL THE COMPANY OR ANY OTHER PARTY INVOLVED IN

PROVIDING SERVICES UNDER THIS AGREEMENT BE LIABLE TO

CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, SPECIAL,

CONSEQUENTIAL PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING,

WITHOUT LIMITATION, LOST PROFITS OR LOSS OR DAMAGE TO DATA

ARISING OUT OF THE USE, PARTIAL USE, OR INABILITY TO USE THE

SERVICES, WHETHER ARISING IN CONTRACT OR IN TORT, OR

RESULTING FROM THE FAULT OR NEGLIGENCE OF THE COMPANY,

EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF

SUCH DAMAGES.

b. Force Majeure. The Company will not be liable for delays, damages, or failures

in performance due to events of force majeure (causes beyond our reasonable

control), including but not limited to acts of a governmental body, acts of God, acts

of third parties, fires, floods, strikes or other labor-related disputes, an inability to

obtain necessary equipment or services, the severing of off-site communication

lines by a third party, or other events of force majeure.

9. Confidential Information

a. Use of Confidential Information. Each Party (a) shall use the same care and

discretion, but in no event less than reasonable care and discretion, to prevent

disclosure, publication, or dissemination of the Other Party’s Confidential

Information (defined below) as it employs with similar information of its own and

(b) shall not use, reproduce, distribute, disclose, or otherwise disseminate the other

party’s Confidential Information except in connection with the performance of its

obligations under this Agreement.

b. Definition of Confidential Information. As used in this Agreement, “Confidential

Information” means any and all data and information relating to the business of the

disclosing Party (1) of which the receiving Party becomes aware as a consequence

of, or through, this Agreement; (2) that has value to the disclosing Party and is not

generally known by its competitors; (3) that is treated by the disclosing Party as

confidential; and (4) that has been reduced to tangible form and marked clearly and

conspicuously with a legend identifying its confidential or proprietary nature;

provided, however, that Confidential Information does not include any data or

information that is already known to the receiving Party, or that (1) has become

generally known to the public through no wrongful act of the receiving Party; (2)

has been rightfully received by the receiving Party from a third party without

restriction on disclosure and without, to the knowledge of the receiving Party, a

breach of an obligation of confidentiality running directly or indirectly to the other

Party; (3) has been disclosed pursuant to a requirement of a governmental agency

or of law without similar restrictions or other protection against public disclosure,

or is required to be disclosed by operation of law; (4) is independently developed

by the receiving Party without use, directly or indirectly, of the Confidential

Information received from the other Party; or (5) is furnished to a third party by the

disclosing Party without restrictions on the third party’s right to disclose the

information. Confidential Information may include, but is not limited to,

information relating to the products, processes, or financial affairs of the disclosing

Party.

10. Miscellaneous

a. Amendment. This Agreement may be modified only by written Agreement signed

by all the Parties that expressly sets forth their intent to modify this Agreement.

b. Applicable Law. This Agreement shall be construed and enforced according to

the laws of the state of Michigan without reference to its conflict-of-law provisions.

c. Assignment. Except as otherwise provided in this Agreement, no Party may

transfer or assign this Agreement or any rights under it without the prior written

consent of the other Party.

d. Attorney Fees. Should any Party reasonably retain counsel for the purpose of

preserving, determining, enforcing, or preventing the breach of any rights under

this Agreement, including but not limited to instituting any action or proceeding to

enforce any provision, for a declaration of any alleged breach of any obligations,

or for any other judicial remedy; if this matter is settled by judicial determination

(including arbitration), the prevailing Party (whether at trial or on appeal) shall be

entitled, in addition to such other relief as may be granted, to be reimbursed by the

losing Party for all costs and expenses incurred, including but not limited to all

attorney fees and costs actually incurred for the services rendered to the prevailing

Party. Further, the prevailing Party shall be entitled to additional awards of attorney

fees for services reasonably rendered in aid of enforcing the judgment or award or

in collecting any monies awarded.

e. Authority. Each of the Parties represents and warrants to the other that the

following are true and correct as of the date of this Agreement:

i. Each Party has the full right, power, and authority to enter into this Agreement

and to perform all of its obligations in accordance with its provisions.

ii. Neither the execution nor the delivery of this Agreement by the Party, nor

the performance of any of its obligations under this Agreement, will result in

the breach or violation of any provision (or constitute a default) under any

indenture, contract, or other agreement or instrument to which the Party is a

party or under which the Party has any rights or obligations.

f. Captions and Headings. The headings and captions in this Agreement are

included as a matter of convenience and shall not be construed as a substantive part

of this Agreement.

g. Time Limitation for Claims . If either Party has any claim against the other Party,

arising out of this Agreement, for performance or damages, then such claim must

be brought within 180 days of the event giving rise to the claims or same shall be

forever barred. By signing this Agreement, the parties waive any limitation periods

to the contrary.

h. Computation of Time. In computing any period of time under this Agreement,

the day of the act, event, or default from which the designated period of time begins

to run shall be included, unless it is a Saturday, Sunday, legal holiday. In that case,

the period will begin to run on the next day that is not a Saturday, Sunday, or legal

holiday, and the period shall run until the end of the next day thereafter that is not

a Saturday, Sunday, or legal holiday.

i. Construction. All pronouns and any variations of them shall be deemed to refer

to the masculine, feminine, neuter, singular, or plural, as the identity of the person

or persons may require in the context of the Agreement.

j. Counterparts and Facsimile Signatures. This document may be signed in one or

more counterparts, each of which shall be deemed an original but all of which

together shall constitute one and the same agreement, even though all the Parties

are not signatories to the original or the same counterpart. On request of either

Party, each of the Parties shall sign a sufficient number of counterparts so that each

Party will receive a fully executed original. A facsimile signature shall be deemed

an original. However, the Parties agree to send an executed original of this

Agreement to each of the other Parties within five days following the exchange of

facsimile signatures by all Parties.

k. Dispute Resolution. Any and all disputes arising out of or related to this

Agreement or its breach shall be settled by binding arbitration administered by the

American Arbitration Association under its Commercial Arbitration Rules. The

award shall be based on applicable law and judicial precedent, and judgment on the

award may be entered in any court having competent jurisdiction. By entering into

this Agreement, the Parties are giving up their constitutional right to have any such

dispute decided in a court of law before a jury and instead are accepting the use of

arbitration. Any dispute regarding the validity of this arbitration clause shall be

settled by arbitration as provided in this Agreement.

l. Entire Agreement. This Agreement contains the entire understanding between the

Parties pertaining to the subject matter of this Agreement and supersedes and

replaces all prior or existing written and oral agreements, including

contemporaneous agreements, between the Parties and/or their representatives

pertaining to the subject matter of this Agreement.

m. Exhibits. The Exhibits referred to in this Agreement shall be incorporated as if

set forth in full at the point in this Agreement where they are referred to whether or

not they are attached.

n. Further Action. The Parties shall execute and deliver all documents, provide all

information, and take or forbear from all such action as may be necessary or

appropriate to achieve the purposes of this Agreement.

o. General Understandings. Each Party represents that, in entering into this

Agreement, (a) each Party has read and understands this Agreement and has relied

and is relying solely on the Party’s own judgment, belief, and knowledge of the

nature, extent, effect, and consequences of it, and on the advice of the Party’s own

legal counsel; (b) this Agreement is being made without reliance on any statement

or representation not contained or referenced in this Agreement of any other Party

or any representative, agent, or attorney of any other Party; (c) no promise,

inducement, or agreement not expressed in this Agreement has been made to any

of the Parties; and (d) the terms and conditions contained herein are contractual and

not mere recitals.

p. Good Faith, Cooperation, and Due Diligence. Each Party covenants, warrants,

and represents to each other Party that he or she will act in good faith, act with due

diligence, and provide his or her complete cooperation, and that he or she will do

such other and further acts, including, without limitation, the execution of any

documents or instruments that are reasonable or may be necessary, helpful, or

convenient in carrying out the purposes and intent of this Agreement. These

promises and covenants are mutual and dependent.

q. Notices. Notice under this Agreement shall be in writing and shall be effective

when actually delivered. If mailed, notice shall be deemed effective 72 hours after

mailing as registered or certified mail, postage prepaid, directed to the other Party

at the address set forth below or such other address as the Party may indicate by

written notice to the other:

If to the Company:

__________________________________

If to Client:

__________________________________

r. Parties in Interest. Nothing in this Agreement shall be construed to be to the

benefit of any third party, nor is it intended that any provision shall be for the benefit

of any third party.

s. Presumptions. No provision in this Agreement is to be interpreted for or against

either Party because that Party or his legal representative drafted the provision.

t. Savings Clause. If any provision of this Agreement or its application is held to be

invalid, void, or illegal, that provision shall be severed and the remainder of this

Agreement shall not be affected. Such a finding shall in no way affect, impair, or

invalidate any other provision of this Agreement, which shall remain in full force

and effect.

u. Successors. This Agreement shall be binding on and inure to the benefit of the

Parties and their respective heirs, representatives, successors, and permissible

assigns.

v. Time of the Essence. With regard to the Parties’ performance of their obligations

under this Agreement, time is expressly made of the essence.

w. Waiver. The waiver by either Party of the breach of any provision of this

Agreement by the other Party shall not operate or be construed as a waiver of any

subsequent breach.

COMPANY:

TOUCHLYNK GROUP LLC

___________________________

By: _______________________

Its: _______________________

Dated: ____________________

CLIENT:

___________________________

By: _______________________

Its: _______________________

Dated: ____________________

Exhibit A —Services and Fees

Services

Disk space —20 GB to 400 GB/mo. data transfer; 24/7 access to your account;

anonymous FTP access.

Domain name —The Company will assume the administrative responsibilities for unique

domain name registration. Client will receive an invoice from the registering organization

for the registration and yearly maintenance fees of each domain name, and is responsible

for and agrees to pay directly for such fees. Client waives any and all claims that it may

have, or which may later arise, against the Company for any loss, damage, claim, or

expense arising out of, or related to, the acquisition, registration, and/or use of each such

domain name.

Maintenance and user support —24/7 support for user inquiries with an average response

time of not less than [specify period of time] ; 24/7 monitoring for operational status,

load balance, and traffic routing; prompt correction of any server or traffic problems.

Detailed Web-usage statistics and access to raw log files. The Company shall maintain

daily, weekly, and monthly server logs and shall make them available to Client regularly.

E-commerce capabilities —SSL secure server; CyberCash support; shopping cart script;

third party commerce support.

Email services — [insert]

Multimedia —RealAudio and Real Video; streaming audio; MIDI support; and access to

the Company’s streaming video server.

CGI scripting —local CGI directory; real-time chat; guest book; discussion forum; link

generator; shopping cart script; page access counter.

Other —Client may also request, and the Company may provide, subject to the

Company’s agreement and the availability of the Company personnel and equipment,

additional services as described below:

Fees —Fees for the above-listed services shall be as follows: [insert]

Warranty Disclaimer

THIS PRODUCT AND ANY RELATED DOCUMENTATION IS PROVIDED "AS

IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR

MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR

NONINFRINGEMENT. THE ENTIRE RISK ARISING OUT OF USE OR

PERFORMANCE OF THE PRODUCT REMAINS WITH YOU.

Limitation of Liability

IN NO EVENT SHALL FREEMAKE BE LIABLE FOR ANY SPECIAL,

INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER

(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS

PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR

ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OR OF INABILITY

TO USE THE PRODUCT.