Definitions.

1. Coach. The agreed upon leader of the team or group.
2. Supporter. The customer desiring to support the team or group by making a purchase or a donation.
3. Member. The player or student, led by a Coach, looking to raise funds for their sport or activity.
4. School Administrator. The individual supervising the Coach(es) at a school. This person will usually be a Principal, Athletic Director, or Booster Club officer.
5. Data. Includes but is not limited to: supporter information; member information; product choices; product quantity; historic performance; etc.
6. Exchange Products. Product offerings supplied by the TWF network of product suppliers.
7. Out of Network Products. Those product offerings supplied by an entity other than TWF.
8. Order. Will be deemed to exist once the appropriate annual licensing fee has been paid by the Licensee and the initial on line transaction takes place. A given on line transaction will have attendant credit card processing fees. A further transaction fee will exist when an Exchange Product is selected for sale.

Licenses.

1. License Grant. Subject to this Agreement, TWF grants to Licensee the non-exclusive, non-transferable, revocable right during the Term (as defined below) to access and use the web site for internal use by Administrators, Coaches, Members, and Supporters (hereafter "End Users"). Licensee may grant its End Users these rights. As a condition of the grant in this section, Licensee may not modify, transfer, or otherwise sublicense or distribute the web site access rights to any third party, and Licensee may not disassemble, decompile or reverse engineer the functionality of the web site. TWF shall have the right to immediately terminate the foregoing license upon any breach (including any attempted and/or threatened breach) of this Section 2.1.
2. Ownership. Except for the licenses provided in this Section 2, as between TWF and Licensee (i) TWF owns all Intellectual Property Rights in the web site and its functionality, TWF’s marks and business model, Feedback (as defined below), and any other rights not expressly granted to Licensee herein.

Feedback.

1. TWF may solicit from Licensee and/or End Users, and/or Licensee and/or End Users may submit to TWF comments, information, questions, data, ideas, enhancement requests, recommendations, description of processes, or other information concerning the web site functionality ("Feedback"). TWF owns all Intellectual Property Rights in any Feedback and may use such Feedback for any purpose related to the web site without further approval or acknowledgement, and Licensee and each End User hereby assigns to TWF any and all rights of Licensee in any such Feedback throughout the universe in perpetuity.

Promotion.

1. Press Releases/Customer Testimonials. TWF may, in its sole discretion, issue a press release to announce Licensee as a new customer. Subject to TWF’s confidentiality obligations hereunder, TWF may display on TWF’s website and in any and all promotional materials (irrespective of the means of exploitation) a case study or other customer usage scenario referencing or featuring Licensee. TWF may prepare and utilize testimonials of a reasonable number of End Users, subject to Licensee’s prior consent (to the extent Licensee is entitled to grant such consent). Licensee hereby grants to TWF, and represents to TWF that it may grant, a non-exclusive, non-transferable, royalty-free license for TWF to make use of Licensee’s name or logo during the Term on TWF’s website and in any and all promotional materials (irrespective of the means of exploitation). All such use shall inure to the benefit of Licensee, and TWF shall have no implied right to any other intellectual property of Licensee except as set forth in this Agreement. TWF shall use its best efforts to comply with any use guidelines that Licensee provides to TWF in writing; provided, that an inadvertent failure to comply shall not be a breach of this Agreement.
2. Custom Web Page Advertising. Space for two (2) sponsorship advertisements will be present on each custom fundraising web page to be used by all of the Licensee's respective fundraising entities. One of the sponsorship spaces is controlled by the Licensee and they will have the ability to sell the space to whomever they wish. TWF is in control of the other sponsorship space and can sell this sponsorship space to anyone TWF deems qualified at their sole discretion. Should TWF's choice create a contractual violation on behalf of the Licensee, Licensee will notify TWF promptly of said conflict along with adequate supporting documentation. TWF will seek to resolve the conflict as soon as practicable with all deliberate speed.

Support.

1. TWF will provide Licensee with the maintenance and support services for the web site functionality indicated on Licensee’s order, subject to Licensee’s payment of the fees as set forth in Section 7 below.

Payment.

1. Costs. Licensee will pay TWF the fees, in such amounts and at such times, as indicated on Licensee’s order(s). Fees are payable in advance of the then-applicable periodic term and are not refundable in the event of any cancellation. TWF reserves the right to terminate or limit Licensee’s use of the web site functionality at any time without notice to Licensee in the event payment has not been received within thirty (30) days of the date due. Licensee is responsible for all costs and expenses related to the use of the web site, including, but not limited to, the applicable sales tax owed in the jurisdiction where the transaction took place.
2. Standard Payment Process. TWF will generate a Quote to a potential Licensee. Execution of the Quote will denote acceptance of the terms and the intention to license the product for the upcoming year. TWF will then issue an invoice to the Licensee for the agreed upon Quote amount. Licensee will be expected to issue payment within 30 days through either check or EFT. Failure to issue payment in the alotted time will render the agreement null and void unless the parties have mutually agreed to an extension.

Confidentiality.

1. Each party (a "Receiving Party") may be provided or have access to Confidential Information (as defined below) of the other party (a "Disclosing Party"). Confidential Information will not include anything that is authorized by Licensee for disclosure to third parties pursuant to the terms of this Agreement or use of the web site, as provided herein, already in the possession of the Receiving Party without obligation of confidence, is independently developed by the Receiving Party without use of Confidential Information, is or becomes available to the general public without breach of this Agreement, or is rightfully received by the Receiving Party from a third party without obligation of confidence. A Receiving Party agrees that it will not, without the consent of the other party, disclose Confidential Information to third parties or use it in any way except as set forth herein, and take actions reasonably necessary to protect the confidentiality of the Confidential Information. "Confidential Information" means (i) any proprietary information, technical data, trade secrets or know-how of TWF, including, but not limited to, research, product plans, and proprietary information concerning products and services, pricing, or other business or technical information of TWF that is designated to be confidential or proprietary or which reasonably appears to be confidential or proprietary; and (ii) to the extent not otherwise released by Licensee and except as provided in the Privacy Policy.

Term and Termination.

1. The term of this Agreement shall commence upon the Effective Date and will continue for an initial period, as specified in Licensee’s initial order, and thereafter shall be automatically renewed on an annual basis, as specified in an order, for so long as Licensee’s order(s) are in effect (the "Term"), unless otherwise terminated, as provided below. Licensee may provide notice of cancellation of the use of the web site functionality, or this Agreement, at any time prior to the expiration of the then-current annual term. TWF may terminate this Agreement if Licensee materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after written notice thereof. Upon termination, Licensee shall have no further rights hereunder.

Representations and Warranties.

1. Licensee represents to TWF as follows: (i) it has the authority to enter into this Agreement and perform its obligations under this Agreement; (ii) it has all secured and will maintain any and all rights, consents and/or releases, including all Intellectual Property Rights, necessary to grant the licenses herein, including from any End Users, independent contractors, governing athletic bodies, conferences or organizations, and parents of End Users that are minors; (iii) there are no existing or threatened claims or litigation which would materially adversely affect or materially adversely impair Licensee’s ability to perform under this Agreement; (iv) it has no agreement with or obligations to any third party with respect to the rights herein granted which conflict or interfere with or adversely affect any of the provisions of this Agreement or the use or enjoyment by TWF of any of the rights herein granted; and (v) Licensee has not sold, assigned, transferred or conveyed, and will not sell, assign, transfer, or convey, to any party any right, title, or interest in and to the rights herein granted or any part thereof, adverse to or in derogation of the rights herein granted to TWF.
2. TWF represents to Licensee that it has the authority to enter into this Agreement and perform its obligations under this Agreement.
3. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH ABOVE, LICENSEE’S USE OF THE WEB SITE FUNCTIONALITY IS AT LICENSEE’S OWN RISK AND PROVIDED AS-IS, WITHOUT ANY WARRANTIES, AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY ARISING OUT OF COURSE OF DEALING, USAGE OR TRADE.

TWF Indemnification.

1. TWF will defend or settle any action brought against Licensee to the extent that it is based upon a third party claim that the web site, as provided by TWF to Licensee under this Agreement and used within the scope of this Agreement, infringes any U.S. patent or any copyright or misappropriates any trade secret with regard to any third party (a "Claim"), and will pay any costs, damages and reasonable attorneys’ fees attributable to such Claim that are awarded against Licensee, provided that Licensee: (i) promptly notifies TWF in writing of the Claim; (ii) grants TWF sole control of the defense and settlement of the claim; and (iii) provides TWF, at TWF’s expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. Notwithstanding the foregoing, any and all of TWF’s obligations under this Section 11 shall be limited to an amount equal to the subscription fees paid to TWF under this Agreement.
2. If Licensee’s use of any of the web site hereunder is, or in TWF’s opinion is likely to be, enjoined due to a Claim, TWF may, at its sole option and expense, (i) use commercially reasonable efforts to procure for Licensee the right to continue using the web site under the terms of this Agreement; or (ii) use commercially reasonable efforts to replace or modify the web site so that it is non-infringing and substantially equivalent in function to the enjoined web site; or (iii) terminate Licensee’s rights and TWF’s obligations hereunder with respect to the web site and refund to Licensee all fees paid for access for the then-current annual term.
3. Notwithstanding anything herein to the contrary, TWF will have no liability for any infringement or misappropriation claim of any kind to the extent that related to: (i) modifications to the web site made by a party other than TWF; (ii) the combination, operation or use of the web site or any other material licensed to Licensee hereunder with equipment, devices, software or data not supplied by TWF; or (iii) Licensee’s failure to use an Enhancement provided by TWF; (iv) Licensee’s breach of this Agreement; or (v) due to any action or inaction of Licensee.
4. THE INDEMNIFICATION PROVISIONS OF SECTION 10.1 AND THE REFUND PROVISIONS OF SECTION 10.2, SUBJECT TO THE EXCLUSIONS OF SECTION 10.3, SET FORTH TWF’S SOLE AND EXCLUSIVE OBLIGATIONS, AND LICENSEE’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF ANY KIND.

Licensee Indemnification.

1. Licensee agrees to indemnify and hold TWF, its affiliates, and their respective directors, officers, and employees, harmless from any loss, liability, claim, or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of Licensee’s breach of this Agreement, including any representations and warranties set forth above. This Section 11 shall survive any termination or expiration of this Agreement.

Limitation of Liability.

1. EXCEPT FOR TWF’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT WILL TWF BE LIABLE TO LICENSEE UNDER ANY THEORY OF TORT, CONTRACT, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, INDIRECT OR OTHER CONSEQUENTIAL DAMAGES, EACH OF WHICH IS HEREBY EXCLUDED BY AGREEMENT, REGARDLESS OF WHETHER OR NOT EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
2. TWF’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL NOT EXCEED THE FEES PAID TO TWF BY LICENSEE PURSUANT TO THIS AGREEMENT.

Cooperation.

1. In the event Licensee becomes aware of any infringement by a third party, Licensee shall promptly notify TWF. In the event TWF becomes aware of, or is notified by Licensee of, any infringement by a third party, Licensee shall cooperate with TWF, at TWF’s reasonable request and at TWF’s expense, in preparing any communications and/or bringing and prosecuting any action or suit with regard to such infringement.

Miscellaneous.

1. If for any reason a court of competent jurisdiction finds any provision of this Agreement invalid or unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible and the other provisions of this Agreement will remain in full force and effect. The parties’ relationship is that of independent contractors. TWF may assign this Agreement or any of its rights or obligations hereunder (in whole or in part) without Licensee’s consent. Licensee may not assign this Agreement without the prior written consent of TWF. This Agreement is governed by the laws of the State of Georgia. Venue for all disputes arising under this Agreement shall lie exclusively in the District Courts of the State of Georgia in Fulton County or the Federal District Court of the District of North Georgia (as permitted by law) and each party agrees not to contest the personal jurisdiction of these courts; provided, however, that TWF shall have the right to commence and prosecute any legal or equitable action or proceeding before any other U.S. court of competent jurisdiction to obtain injunctive or other relief. Any notices must be given in writing to the other party at the contact information indicated on an order(s) or TWF’s website, and shall be deemed given immediately upon personal delivery, three (3) days after deposit in the United States mail by certified or registered mail, one (1) day after overnight express courier; or upon confirmed transmission by fax or confirmed email receipt.
2. TWF will not issue any checks or other financial transactions until an adequate copy of the Licensee's 501(c)3, Federal W-2, or state Tax Exempt Certificate has been provided and authenticated.
3. TWF requires all Licensee's to become familiar with applicable local jurisdictional laws relating to the application of sales tax. As such, Licensee's assume ALL liabilities relating to the application or lack thereof of a sales tax.