Partner's Obligations

Partner shall: (a) provide Company with access to Partner's facilities and/or equipment as may reasonably be required by Company for the purposes of performing the Services; (b) respond promptly to any Company request for information or approvals that Company requires to perform the Services; (c) fully cooperate with all of Company's reasonable requests; (d) provide and maintain comprehensive and accurate information to Company for posting on Company's website; and (e) provide Company access to all events that are being advertised by Partner.

Term and Termination

Term Renewal

This Agreement shall commence as of the Effective Date and shall continue thereafter for a period of twelve (12) months (together with any Renewal Terms, as defined below, the “Term”), unless sooner terminated pursuant to this Section 3 . If this Agreement is not terminated prior to or at the end of the Term, this Agreement will automatically renew for additional twelve (12) month terms (each a “Renewal Term”). If either party does not wish to renew this Agreement, they must provide written notice to the other party at least ninety (90) days prior to the end of the current term.

Termination for Convenience

Either party may terminate this Agreement, in whole or in part, at any time without cause, by providing at least ninety (90) days' prior written notice to the other party.

Termination for Cause

Either party may terminate this Agreement, effective upon written notice to the other party (the “Defaulting Party”), if the Defaulting Party: (a) materially breaches this Agreement, and such breach is incapable of cure, or with respect to a material breach capable of cure, the Defaulting Party does not cure such breach within thirty (30) days after receipt of written notice of such breach; (b) becomes insolvent; (c) admits its inability to pay its debts generally as they become due; (d) becomes subject to any bankruptcy proceeding which is not dismissed or vacated within sixty (60) days after filing; (e) is dissolved or liquidated; (f) makes a general assignment for the benefit of creditors; or (g) has a receiver, trustee, custodian, or similar agent appointed by court order to take charge of or sell any material portion of its property or business.

Deactivation Fee

If Partner terminates this Agreement prior to the expiration of the Term, Partner shall be responsible for paying a deactivation fee of one-half of the Fees generated in the prior twelve (12) months, or five thousand ($5,000) dollars, whichever is greater. This fee will be due and payable immediately upon termination of the Agreement.

Effects of Termination or Expiration

Upon expiration or termination of this Agreement for any reason, (a) Partner shall: (i) provide reasonable cooperation and assistance to Company upon Company's written request in deactivating Partner's portal account; and (ii) return all of Company's Confidential Information to Company.

Survival

The rights and obligations of the parties set forth in Section 2, Section 3.4, Section 3.5, this Section 3.6, Section 4, Section 5, Section 6, Section 7, Section 8, Section 9, Section 11, Section 12 and any right or obligation of the parties in this Agreement which, by its nature, should survive termination or expiration of this Agreement, will survive any such termination or expiration of this Agreement.

Fees and Expenses; Payment Terms.

In General

In consideration of the provision of the Services provided and the rights granted under this Agreement, the fees shall be paid as follows:

Price

The pricing for the Services to be provided by Company and under this Agreement (the “Fees”) is set forth in Exhibit A.

Payment Collection

Company shall collect payment directly from its customers or other third parties for the Services provided. Upon receipt of such payment, Company shall remit to Partner a portion of the collected payment, as specified in Exhibit A.

Remittance to Partner

Company will use commercially reasonable efforts to remit to Partner its portion of collected payment on the tenth (10 th ) day of the month following the month the payment was collected from the customer.

Maintenance Fee

Partner shall pay a monthly maintenance fee as set forth in Exhibit A.

Expense Reimbursement

Neither party shall reimburse the other for any out-of-pocket expenses incurred in performing the Services except as stated in Exhibit A.

Fees Earned

Company shall be deemed to earn the Fees immediately upon payment from the customer or third-party for the Services. Partner bears full responsibility and risk for all refunds, cancellations, or non-performance by Partner of its obligations.

Intellectual Property.

Intellectual Property Rights

Each party shall retain ownership of all intellectual property rights that it owned or developed prior to the commencement of this Agreement, or that it creates independently of the performance of this Agreement, including, but not limited to, copyrights, patents, patent disclosures and inventions (whether patentable or not), trademarks, service marks, trade secrets, know-how, and other confidential information, trade dress, trade names, logos, corporate names, and domain names, together with all goodwill associated therewith (collectively, “Intellectual Property Rights”).

Deliverables

Any documents, work product, or other materials that are delivered or created by Partner in the course of performing the Services under this Agreement (collectively, the “Deliverables”) shall remain the property of Partner. Company is granted a non-exclusive, royalty-free, worldwide, perpetual license to use, modify, reproduce, and distribute the Deliverables for its internal business purposes, subject to the terms of this Agreement. Notwithstanding the foregoing, Company shall be the exclusive owner of all of its content, including but not limited to the content it prepares and/or that is on Company's website.

Confidential Information

Each party shall take reasonable steps to protect the confidentiality of the other party's non-public information (“Confidential Information”), similar to those it takes to protect its own confidential information.

Representations and Warranties

Mutual

Each party represents and warrants to the other party that: (a) it has the full right, power, and authority to enter into this Agreement, to grant the rights and licenses granted hereunder, and to perform its obligations hereunder; and (b) when executed and delivered by such party, this Agreement will constitute the legal, valid, and binding obligation of such party, enforceable against such party in accordance with its terms.

Partner

Partner represents, warrants and covenants to Company that: (a) all information provided to Company, including but not limited to business, contact, or service related information is accurate, current, and complete, and Partner agrees to promptly update any information that becomes outdated or incorrect during the term of this Agreement; (b) the services that it provides, as described or promoted to Company and its customers are accurate and truthful, and Partner will not mislead or misrepresent the nature, scope, or quality of the services offered, confirming that it has the ability and resources to provide all services as described; (c) it conducts comprehensive background checks on all individuals engaged in providing services related to the activities performed under this Agreement, including but not limited to volunteers, coaches, and activity workers; and (d) it has complied and will continue to comply with all applicable laws and industry standards.

PARTNER UNDERSTANDS AND AGREES THAT THIS ARRANGEMENT IS NON-EXCLUSIVE AND THAT COMPANY MAY OFFER COMPETING SERVICES AND ACTIVITIES TO OTHER THIRD-PARTIES. PARTNER FURTHER ACKNOWLEDGES THAT COMPANY CANNOT AND HAS NOT GUARANTEED ANY MINIMUM AMOUNT OF BUSINSES TO PARTNER. COMPANY DISCLAIMS ALL OTHER IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO FITNESS FOR PARTICULAR PURPOSES, MERCHANTABILITY, AND DATA LOSS/CORRUPTION.

Indemnification

General

Except as identified in section 8.2, each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party (“Indemnified Party”) against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, threats of the foregoing or expenses of whatever kind, including attorneys' fees and costs (collectively, “Losses”), relating to/arising out of or resulting from any claim of a third party arising out of or occurring in connection with: (a) bodily injury, death of any person, or damage to real or tangible personal property resulting from Indemnifying Party's willful, fraudulent or negligent acts or omissions; or (b) Indemnifying Party's negligence, willful misconduct, or material breach of this Agreement, including but not limited to material breach of any representation or warranty made by Indemnifying Party in this Agreement.

Partner

Partner agrees to fully and without delay, indemnify, defend, and hold harmless Company Indemnified Parties from and against any and all Losses arising out of or related to any claim, action, or legal proceeding brought by a third party that results from or is connected to any activity, camp, lesson, or other service posted, organized, or provided by Partner. This includes, but is not limited to, claims of bodily injury, death, property damage, or any other harm related to the services offered by the Partner.

LIMITATION OF LIABILITY

EXCEPT FOR OBLIGATIONS TO MAKE PAYMENT DUE UNDER THIS AGREEMENT, WILLFUL MISCONDUCT, FRAUD, OR GROSS NEGLIGENCE, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR: (A) ANY LOSS OF USE, REVENUE, OR PROFIT OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (B) ANY OTHER DAMAGES OF MORE THAN THE AGGREGATE AMOUNTS PAID OR PAYABLE TO COMPANY IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Force Majeure

No party shall be liable or responsible to the other party, nor be deemed to have breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when and to the extent such failure or delay is caused by or results from events outside of the party's reasonable control (“Force Majeure Events”). The affected party shall resume performance under this Agreement as soon as reasonably practicable after the Force Majeure Event has been resolved or terminated.

Cancellations, Refunds and Chargebacks

Partner agrees that Company shall have the right to offset any amounts due from Partner against what Company owes Partner, including but not limited to refunds, canceled Events (defined in Exhibit A), credit card chargeback fees from a Partner activity, or any other expense incurred by Company as a result of Partner's services, breach of this Agreement, or other failure to provide services to customers. If no future payments are due to Partner, Partner agrees to promptly reimburse Company for any such amounts due within ten (10) days of receiving notice from Company.

Miscellaneous

Independent Contractors

The parties agree that the relationship between the Partner and Company is that of an independent contractor. Each party shall be solely responsible for the payment of taxes associated with the payment.

Publicity

Partner authorizes Company to utilize Partner's name and logo on Company's website and other marketing materials, including but not limited to providing attribution of a Partner-sponsored event.

Notice

All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this Section). All Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (a) upon receipt by the receiving party; and (b) if the party giving the Notice has complied with the requirements of this Section.

Entire Agreement Order of Precedence

This Agreement, together with all Exhibits constitutes the sole and entire agreement of the parties to this Agreement. In the event of any conflict between the terms and provisions of this Agreement and those of any Exhibit, then the terms of the Exhibit shall control.

Assignment

Partner shall not assign, transfer, or delegate any or all of its rights or obligations under this Agreement, without the prior written consent of Company.

No Third-Party Beneficiaries

This Agreement is for the sole benefit of the parties hereto.

Amendment and Modification; Waiver

This Agreement may be amended, modified, or supplemented only by an agreement in writing signed by each party hereto. No failure to exercise any rights, remedy, power, or privilege (“Right(s)”) arising from this Agreement shall operate or be construed as a waiver thereof. No single or partial exercise of any Right hereunder precludes any other or further exercise thereof or the exercise of any other Right.

Severability

No invalidity, illegality, or unenforceability of any provision herein in any jurisdiction, shall affect any other term or provision of this Agreement or invalidate or render such provision unenforceable in any other jurisdiction. If any provision is determined to be invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible.

Governing Law: Submission to Jurisdiction

This Agreement shall be governed by and construed in accordance with the internal laws of the State of Kansas without giving effect to any choice or conflict of law provision or rule that would cause the application of laws of any other jurisdiction. Any legal suit, action, or proceeding arising out of or related to this Agreement or the Services provided hereunder shall be instituted exclusively in the state or federal courts in Johnson County, Kansas, and each party irrevocably: (a) submits to the exclusive jurisdiction of such courts; (b) waives any objection to such courts based on venue or inconvenience; and (c) waives any right to trial by jury. Service of process, summons, notice or other document by mail to such party's address set forth herein shall be effective service of process for any suit, action, or other proceeding brought in any such court.

Equitable Relief Cumulative Remedies

Each party acknowledges that a breach of Section 5 (Intellectual Property Rights; Ownership) or Section 6 (Confidentiality) may cause the other party irreparable damages, for which an award of damages would not be adequate compensation. In the event of such breach or threatened breach, the other party will be entitled to seek equitable relief. Except as expressly set forth in this Agreement, the right and remedies under this Agreement are cumulative and in addition to any other rights or remedies available at law or in equity or otherwise.

Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, e-mail or other means of electronic signatures or transmission shall be deemed to have the same legal effect as delivery of an original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

[PARTNER NAME]

By _________

Name:

Title:

OFFDAYS, LLC

By _________

Name: Sean Finn

Title: President