WEBSITE SERVICE AGREEMENT
THIS CONTRACT is made between BIGTEAMS, LLC, hereinafter "BIGTEAMS" and CUSTOMER. The term of this contract shall be month-to-month, with termination upon sixty (60) days advance notice in writing by either party.
For good and valuable consideration, the sufficiency of which is hereby acknowledged by the parties, the parties hereto agree as follows:
1. BIGTEAMS shall create, host and maintain a website for the use and benefit of CUSTOMER. The website shall be substantially similar to the demonstration websites on display at www.bigteams.com. The purpose of the website shall be for CUSTOMER to post scores, pictures and other related content relating to various school or sports club activities.
2. CUSTOMER shall pay BIGTEAMS the pre-negotiated price for services provided pursuant to this contract. Invoices will be sent from BIGTEAMS to SCHOOL and are payable as indicated on invoice.
3. CUSTOMER shall be free to sell advertising space on the website for the spaces set forth as "School Advertising" on the attached Exhibit A, but only if CUSTOMER has chosen a pricing plan that allows for this.
4. CUSTOMER shall pay to BIGTEAMS a fee of $120.00 per ad/per year that CUSTOMER sells and receives payment for from the advertiser. Should CUSTOMER need to change the design of the ad after satisfactorily designed and posted, and before the advertisement year is over, CUSTOMER shall pay another $120 to BIGTEAMS in order to change the advertisement. CUSTOMERS using BIGTEAMS’ free version may create their own banner advertisements or request the service from BIGTEAMS under the same terms mentioned above.
5. BIGTEAMS shall assist CUSTOMER with ad design once CUSTOMER has sold an advertisement. BIGTEAMS shall post the advertisement onto the website for CUSTOMER. BIGTEAMS is only obligated to design a static banner advertisement on behalf of the CUSTOMER. BIGTEAMS reserves the right to deny ad creation service to CUSTOMER having ad creation demands that are viewed as unreasonable to BIGTEAMS. However, BIGTEAMS agrees to work in good faith to find a mutually-agreeable solution, should an advertisement be denied under this section.
6. CUSTOMER shall not sell advertising space via third party advertisers, affiliate programs, or any other entity that requires BIGTEAMS to alter the website code in any way.
7. BIGTEAMS reserves the right to block any advertisements sold by CUSTOMER for any reason. However, BIGTEAMS agrees to work in good faith to find a mutually-agreeable solution, should an advertisement be denied under this section.
8. BIGTEAMS may sell and post local and national advertisements on the website and other electronic correspondence. BIGTEAMS advertising shall appear in the space set for "BigTeams Advertising" as agreed between the parties. These advertisements may appear on ALL pages within the website. If CUSTOMER determines that an advertisement placed by BIGTEAMS under this provision is distasteful, BIGTEAMS shall remove the advertisement immediately upon notification by CUSTOMER. The parties agree to work together to find a timely solution, should an issue with advertisements arise under this provision. CUSTOMERS using the free website option understand that the location of BIGTEAMS’s advertisements may change from time to time. The advertising space of CUSTOMERS will not change.
9. Should CUSTOMER implement an email notification system designed by BIGTEAMS, BIGTEAMS reserves the right to place advertisements into the emails generated by the system. These advertisements will appear below the text (i.e. the cancellation notification) created by the CUSTOMER. If CUSTOMER determines that an advertisement placed by BIGTEAMS under this provision is distasteful, BIGTEAMS shall remove the advertisement immediately upon notification by CUSTOMER. The parties agree to work together to find a timely solution, should an issue with advertisements arise under this provision.
10. The website and advertisements may contain links to external sites on the Internet, which are owned and operated by third parties (the "External Sites"). CUSTOMER acknowledges that BIGTEAMS is not responsible for the availability of, or the content located on or through any External Site. CUSTOMER shall contact BIGTEAMS if the content of an external link is determined by CUSTOMER to be distasteful, and BIGTEAMS shall immediately disable the link and keep it disabled while BIGTEAMS attempts to resolve the matter with CUSTOMER and/or the third-party maintaining the external website.
11. BIGTEAMS may create a link to an online store operated by a third party vendor. Any commissions, residuals or percentages paid to CUSTOMER by the third party vendor shall be determined between CUSTOMER and the third party vendor. CUSTOMER may request the removal of any link to an online store delivered by BIGTEAMS. CUSTOMER may also replace any link to an online store with another vendor’s link by notifying BIGTEAMS.
14. Neither BIGTEAMS nor CUSTOMER shall sell advertising that would be inappropriate or distasteful for a website directed to minors, including but not limited to, advertising related to alcohol products, tobacco products, etc., as determined by either BIGTEAMS or CUSTOMER.
15. PHOTOS: At CUSTOMER’s option, CUSTOMER may offer photos for sale on the website through the BIGTEAMS photo gallery. By default, the photo sales feature will be activated. If this feature is used by CUSTOMER, CUSTOMER shall receive fifty percent (50%) of any profit BIGTEAMS receives from any third party vendor for the sale of CUSTOMER photos. BIGTEAMS shall determine prices of photos and negotiate such prices with the third party vendor. BIGTEAMS will send payment for photos to CUSTOMER by December 31 of each year, but only if the amount owed to CUSTOMER exceeds $100.00. If the amount owed to customer does not exceed $100.00, any lesser amounts not paid to CUSTOMER shall be carried over to the subsequent year.
16. SMARTPHONE APPS: BIGTEAMS may offer Smartphone apps for sale on the website. By default, the Smartphone app feature will be activated. CUSTOMER shall receive twenty percent (20%) of any profit that BIGTEAMS receives from the sale of any Smartphone app. BIGTEAMS reserves the right to change the price of the Smartphone app, or make it free, at the discretion of BIGTEAMS. BIGTEAMS will send payment for Smartphone apps to CUSTOMER by December 31 of each year, but only if the amount owed to CUSTOMER exceeds $100.00. If the amount owed to customer does not exceed $100.00, any lesser amounts not paid to CUSTOMER shall be carried over to the subsequent year.
17. VIDEO ADVERTISING: As permitted by website model purchased, CUSTOMERS may post videos on the website. CUSTOMERS posting videos understand that BIGTEAMS may include advertising prior to, after, or within the video clips.
18. The parties consent to the laws of Virginia, and agree that the provisions of the contract are to be construed under Virginia law, unless the school is located in Ohio, in which case disputes shall be settled exclusively in Ohio courts, or through other mutually-agreed upon alternative dispute avenues.
19. To the extent permitted by the law governing this contract, CUSTOMER will indemnify and hold BIGTEAMS harmless for third-party damages stemming from this contract, and will limit damages sought by CUSTOMER to those amounts paid under the contract by either party, which shall not include consequential or punitive damages.
20. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR CONTENT PLACED ON THE WEBSITE BY CUSTOMER. CUSTOMER WARRANTS THAT IT HAS PROPER AUTHORIZATION FOR PLACEMENT OF ALL CONTENT ON THE WEBSITE. CUSTOMER MAY POST ON THE WEBSITE ANY CONTENT OWNED BY CUSTOMER, CONTENT FOR WHICH CUSTOMER HAS RECEIVED EXPRESS PERMISSION FROM THE OWNER, AND CONTENT IN THE PUBLIC DOMAIN. CUSTOMER ASSUMES ALL RIGHT AND RESPONSIBILITY FOR DETERMINING WHETHER ANY CONTENT IS IN THE PUBLIC DOMAIN. CUSTOMER GRANTS TO BIGTEAMS THE RIGHT TO EDIT, COPY, PUBLISH, DISTRIBUTE, TRANSLATE AND OTHERWISE USE IN ANY MEDIUM AND FOR ANY PURPOSE ANY CONTENT THAT CUSTOMER PLACES ON THE WEBSITE, WITHOUT COMPENSATION TO CUSTOMER.
21. CUSTOMER shall not use the website for any commercial purpose not expressly approved by BIGTEAMS, nor shall CUSTOMER distribute any advertising or solicit funds or goods and services, or solicit users to join competitors of BIGTEAMS while this contract is in force.
22. BIGTEAMS does not and cannot review the content posted by users on the website and is not responsible for such content. However, BIGTEAMS reserves the right to delete, move or edit any content (including content posted in any Interactive Area) that it may determine, in its discretion, violates or may violate this Agreement or is otherwise unacceptable. CUSTOMER shall be responsible for all content posted by CUSTOMER. BIGTEAMS shall have the right, but not the obligation, to correct any errors or omissions in any content, as it may determine in its discretion.
23. BIGTEAMS reserves the right to make upgrades and modifications to the website, on an as needed basis, as long as such updates are consistent with this Agreement. The parties agree that modifications may include, but are not limited to, new features, downloads, format, style, menus, headings, and location of advertisements.
24. BIGTEAMS is the sole owner of the website code, and CUSTOMER may not have FTP access to the website without permission from BIGTEAMS.
25. BIGTEAMS does not warrant that the operation of this website will be uninterrupted or without error. However, BIGTEAMS will work in good faith to resolve any such issues.
27. BIGTEAMS reserves the right, in its discretion, to restrict, suspend or terminate your access to all or any part of the website, including the Interactive Areas, at any time without prior notice. BIGTEAMS may change, suspend or discontinue all or any aspect of the website at any time, including the availability of any feature, database, or content, (including the Interactive Areas), without prior notice. However, BIGTEAMS shall work in good faith with CUSTOMER to resolve any outstanding issues related to such modification or suspension.
28. BIGTEAMS shall transfer the website domain name to the CUSTOMER upon written request of the CUSTOMER, assuming CUSTOMER has paid all necessary fees. BIGTEAMS may charge a $100 domain name transfer fee for such service.
29. This contract shall remain intact until expiration or upon cancellation by either party with 60 days notice provided in writing.
30. The parties expressly agree that any and all damages stemming from this contract shall be limited to the amounts paid under the contract by either party, and shall not include consequential or punitive damages.