Youth Digital Summer Camp Partner School Online Terms
Please review these online terms and conditions (these "Terms") carefully, as they form part of legally binding agreement by and between Youth Digital, Inc. ("Youth Digital") and the partner school identified on the summer camp partner school agreement which references these Terms (the "Partner School," and such partner school agreement, the "Partner School Agreement," together with these Terms is the "Agreement"). These Terms govern the relationship pursuant to which Youth Digital and the Partner School will hold summer day camps teaching students how to create with technology (collectively, the "Camp"). Capitalized terms used, but not otherwise defined, in these Terms have the same meaning ascribed to them in the Partner School Agreement. The Partner School's use, and the Partner School's students' use, of the Camp Materials (as defined below) are each governed by the Terms of Service (available at http://youthdigital.com/tos) (the "Terms of Service") and the End User License Agreement (available at http://youthdigital.com/eula.html) (the "EULA") in each case, as may be modified by Youth Digital from time to time. The Partner School hereby agrees on behalf of itself and of each student who participates in a Camp to be bound by the Terms of Service and the EULA. In the event of a conflict between these Terms and the Partner School Agreement, these Terms prevail except to the extent expressly set forth otherwise in the Partner School Agreement. These Terms, the Terms of Service, and the EULA may be modified by Youth Digital at any time, which modifications will be effective upon publication to the URL on which such terms are posted.
Fees and Payments. The Partner School hereby agrees to pay the fees set forth in the Partner School Agreement (the "Fees") within 10 days of its receipt of an invoice therefor regardless of whether it receives payment from each Camp participant. Invoices will be delivered on a weekly basis via electronic mail to the Partner School's billing contact (set forth in the Partner School Agreement). Except as otherwise expressly set forth in the Partner School Agreement, the Fees are non-refundable. Youth Digital reserves the right to charge an additional late fee equal to 1.5% per month on unpaid Fees owed and outstanding more than 7 days after the due date therefor until such amounts are paid in full and/or may suspend its performance of its obligations under the Agreement until such time, without penalty or liability to the Partner School. In addition, for amounts unpaid and outstanding for more than 60 days following such due date, the Partner School shall be responsible for, and agrees to pay, reasonable costs and expenses of collection, including, but not limited to, court and attorneys' fees and expenses.
Marketing. Youth Digital may provide the Partner School with marketing resources and materials (such as camp descriptions, digital resources, and images) as and to the extent set forth in the Partner School Agreement (the "Marketing Materials"). The Partner School's use of the Marketing Materials is at its sole discretion, provided that the Partner School hereby agrees: (i) only to use the Marketing Materials to promote the Camp; (ii) not to alter or otherwise modify the Marketing Materials without Youth Digital's prior written consent; and (iii) otherwise to use the Marketing Materials in accordance with Youth Digital's instructions therefor. The Partner School may not utilize fee-based marketing programs or arrangements for the Camps without Youth Digital's prior written approval. The Partner School agrees not to make any disclosures, issue any statements, or otherwise cause to be disclosed any information which is designed, intended or might reasonably be anticipated to disparage Youth Digital, its directors, officers, business, services, products or personnel. The Partner School hereby agrees Youth Digital may use the Partner School's name, logos and trademarks on its website and in publicity releases, promotional materials, advertising, marketing and business generating efforts.
Intellectual Property Ownership. The Partner School hereby acknowledges and agrees Youth Digital is and will remain the sole and exclusive owner of all rights, title and interest in and to the instructional courses, curriculum and methodology comprising the Camp and all text, images, graphics, logos, illustrations, photographs, audio, video, software code and other content of the instructional courses and in and to the Marketing Materials (the "Camp Materials"). The Partner School agrees it will not take any actions inconsistent with Youth Digital's ownership of Youth Digital's rights in and to the Camp Materials and the intellectual property associated therewith.
Confidentiality. The Partner School will hold as confidential, not use except as otherwise authorized herein, and protect from disclosure to unauthorized third parties Youth Digital's Confidential Information (as defined here). For purposes hereof, "Confidential Information" means any confidential or proprietary information disclosed, made available or otherwise provided, by or on behalf of Youth Digital to the Partner School that reasonably should be known by the Partner School to be confidential or proprietary to Youth Digital in light of the nature of the information disclosed or the circumstances of disclosure. Confidential Information will not include information that: (i) was publicly available at the time of disclosure, or that subsequently becomes publicly available, except by wrongful disclosure by the Partner School; or (ii) is approved in writing for release by Youth Digital
Termination; Cancellation. A party may terminate the Agreement: (i) if the other party breaches any material term or condition, or any of its representations or warranties, set forth in the Agreement, which breach is not cured within fourteen (14) days after written notice is received by the breaching party identifying the nature of the breach; or (ii) by mutual written consent. Youth Digital has the right to terminate the Agreement if more than one Camp is canceled in accordance with the Partner School Agreement. Notwithstanding any expiration or termination of the Agreement, these Terms survive.
Representations and Warranties. The Partner School represents and warrants to Youth Digital that: (i) its performance under the Agreement will not violate any applicable law; (ii) it is duly formed, validly existing and in good standing under the laws of the jurisdiction of its formation; (iii) it has the full right, power and authority to enter into the Agreement and to perform its obligations hereunder; and (iv) the Agreement has been duly executed by its authorized representative and is legally binding upon it and enforceable in accordance with its terms.
Indemnification. The Partner School hereby agrees to indemnify, defend and hold harmless Youth Digital and its personnel, agents, successors and assigns from and against all demands, claims, damages, losses, liabilities, and costs (including reasonable attorneys' fees) arising from: (i) the Partner School's negligence or intentional misconduct; (ii) personal injury or property damage caused by the Partner School and/or attributable to the maintenance and operation of the premises utilized by the Partner School; and/or (iii) the Partner School's breach of any term or condition, or of any of its representations or warranties, set forth in the Agreement
Limitation of Liability. In no event will Youth Digital be liable to the Partner School for any special, lost profits, non-compensatory, consequential, exemplary, indirect, incidental, statutory or punitive damages of any kind (even if Youth Digital has been advised of the possibility of such damages), including, without limitation, damages for loss of revenue or anticipated profits or lost business. In no event shall Youth Digital's total cumulative liability for claims of any kind, whether based on contract, tort, negligence, indemnity or otherwise, for any loss or damage arising out of or related to the Agreement, the Camp, or the Camp Materials exceed the fees actually paid by the Partner School under the Agreement
Relationship of the Parties. Each of Youth Digital and the Partner School hereby acknowledges and agrees that the relationship between the parties hereunder shall be that of independent parties and that nothing contained herein shall be construed or interpreted as creating any other relationship between the parties including, but not limited to, employer/employee, principal/agent, partnership, or joint venture
Governing Law and Dispute Resolution. This Agreement will be governed by, and interpreted in accordance with, the laws of the State of North Carolina except for those conflicts of law rules thereof that would require or permit the application of the laws of another jurisdiction. Upon demand of either party, any dispute, claim or controversy arising out of, connected with or relating to the Agreement between or among the parties shall be resolved by binding arbitration in accordance with the then current Commercial Arbitration Rules of the American Arbitration Association. Any such arbitration shall be conducted in Durham, North Carolina. A judgment upon the award may be entered in any court having appropriate jurisdiction. Each party shall bear its own costs and expenses and attorneys' fees, and an equal share of the arbitrators' fees and any administrative fees of arbitration. Notwithstanding the foregoing, in the event of any breach or threatened breach of Sections 2, 3, or 4 hereof, Youth Digital separately may seek injunctive or other equitable remedies and relief directly from the federal and state courts located in the State of North Carolina without posting bond or other security, to which jurisdiction, for such purpose, the Partner School hereby irrevocably consents. ​
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