Funtracking Agreement

FUNTRACKING AGREEMENT

This Funtracking Agreement (the "Agreement") is entered into effective as of by and between:

WHEREAS

WHEREAS, Service Provider specializes in developing and operating a proprietary funtracking system that measures participant engagement, satisfaction, and entertainment metrics (the "Funtracking Services"); and

WHEREAS, Client desires to engage Service Provider to provide Funtracking Services in accordance with the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the performance, payment and confidentiality of the Funtracking Services.

SCOPE OF WORK

Service Provider will perform the services and deliverables described below. All work will be conducted in a professional manner consistent with industry standards and as reasonably directed by Client.

PAYMENT TERMS

In consideration for the services and deliverables, Client shall pay Service Provider the fees and expenses set forth below.

All payments are due in U.S. dollars and are exclusive of applicable taxes. Client is responsible for sales, use or other taxes, except taxes based on Service Provider's net income. Service Provider shall be reimbursed for pre-approved out-of-pocket expenses; such expenses must be itemized and invoiced.

TERM AND TERMINATION

The term of this Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach that is not cured within 15 days after written notice specifying the breach. Termination does not relieve Client of the obligation to pay for Services performed and expenses incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including business plans, participant data, metrics, algorithms, trade secrets and pricing.

Each recipient shall: (a) hold Confidential Information in strict confidence; (b) not use it except to perform its obligations under this Agreement; and (c) not disclose it to any third party except to employees, contractors or advisors who need access and are bound by substantially similar confidentiality obligations. Confidential Information does not include information that is or becomes public through no fault of the recipient, is already lawfully known by the recipient, is independently developed, or is required to be disclosed by law (provided the disclosing party is given prompt notice and an opportunity to seek protective relief).

INTELLECTUAL PROPERTY AND DATA

Unless otherwise agreed in writing, Service Provider retains ownership of pre-existing intellectual property, methodologies, models and software used in providing the Funtracking Services. Client is granted a limited, non-exclusive, non-transferable license to use deliverables solely for Client's internal business purposes. Client retains ownership of Client data; Service Provider is granted a limited license to use Client data to perform the Services and as set forth in this Agreement. The parties shall comply with applicable data protection laws.

LIMITATION OF LIABILITY; INDEMNITY

Neither party shall be liable for incidental, consequential, special or punitive damages. Except to the extent resulting from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Service Provider in the 12 months preceding the claim. Client shall indemnify and hold harmless Service Provider from third party claims arising from Client's misuse of deliverables or Client data.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, including any attachments or statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Notices shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates an agency, partnership, or joint venture.

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