New Fair Registration Form (live)

Record ID

Payment Type

Fair State PT

Fair Country PT

Mailing State PT

Mailing Country PT

Fair Details

Sponsoring Organization*

Legal name of the organization hosting the fair

Fair Name*

Date*

Start Time*

:AM/PM Option

End Time*

:AM/PM Option

Fair Duration

Hours

Location*

Country*

Address*

City*

State

Zip Code*

Venue

Website

Estimated Student Attendance*

Estimated Number of Colleges*

Includes colleges, trade programs, other organizations with tables at the event.

Fair Contact

First Name*

Last Name*

Your Title*

Institution*

This should match the 'Sponsoring Organization' field above

Email*

Cell Phone*

Mailing Address

My mailing address is the same as the fair address

Country*

Address*

City*

State

Zip Code*

College Registration Details

College Registration*

StriveScan will run my college registrationWe will run our own college registration

Your College Registration Fee*

If you do not charge a fee, please enter $0

College Registration Close Date*

If you do not want your college registration form to close, please select the fair date in this field.

StriveScan Fair Credits

Institutions will purchase a Fair Credit directly from StriveScan in order to scan at the event.

There is no cost to the fair host to offer StriveScan at your event.

Purchase Order

Rate

StriveScan Usage Fee

{fee}

StriveScan College Registration Processing Fee

{reg}

Total StriveScan Fee

{t}

Initial Deposit Due

{dep}

StriveScan Usage Fee

StriveScan Registration Processing Fee

Invoice will be sent to {sponsoringOrganization}.

Total StriveScan Fees

Initial Deposit Due

Payment Method*

Mail me a checkDirect Deposit

Your College Registration Fee: ${collegeRegistrationFee}

Total StriveScan Fees: {t}

Your college registration fee minus the total StriveScan fees is your margin. Credit card processing fees (2.9% + $0.30 per registration) will be applied to your margin and subtracted. If you are offering coupon code registration, StriveScan fees still apply. The balance will be remitted to you after the fair concludes.

Payment will be made out to {sponsoringOrganization} and will be sent to {mailingaddress35}, {mailingcity}, {state37} {zipCode38}.

Tax information required: Watch for a separate email from our payments vendor, Ramp, to securely provide your organization's W-9 tax information. StriveScan will need this information to process your payment.

Your College Registration Fee: ${collegeRegistrationFee}

Total StriveScan Fees: {t}

Your college registration fee minus the total StriveScan fees is your margin. Credit card processing fees (2.9% + $0.30 per registration) will be applied to your margin and subtracted. If you are offering coupon code registration, StriveScan fees still apply. The balance will be remitted to you after the fair concludes.

Watch for a separate email from our payment vendor, Ramp, where you can securely provide your organization's bank account and W-9 tax information. StriveScan will need these details to process your payment.

Terms

            This software provider agreement (this “Agreement”) is entered into as of the date of execution between Betadac Media, LLC, an Illinois limited liability company, doing business as StriveScan (the “StriveScan”), and the Sponsoring Organizer (the “Client”). Each may be referred to individually as “Party” or collectively as “Parties.”
WHEREAS, StriveScan offers mobile and web-based software service (the “Software”); and
WHEREAS, the Software provides mobile and web-based lead gathering, scanning, and student data capture service for prospective college applicants to be used by colleges and students (the “Services”); and
WHEREAS, Client is the organizer and sponsor of college fairs (collectively, the “Events”); and
WHEREAS, the parties desire that Client use the Software as its exclusive provider of the Services at all Client Events; and
NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, StriveScan and Client hereby agree as follows:

1. Exclusivity – No Competing Products. During the Term (as defined herein) of this Agreement, Client agrees to use the StriveScan as the exclusive provider of the Software in connection with the Services at all Events. As such, Client shall not market, advertise, promote, use, or otherwise allow any other third party to provide services that compete with StriveScan’s Services at any Events during the Term. 

2. StriveScan’s Rights and Obligations. StriveScan shall have the following rights and responsibilities:
a. Marketing Materials. StriveScan shall provide Client necessary pricing terms, StriveScan logos and trademarks (at StriveScan’s reasonable discretion), and product marketing materials for Client to include in Client’s promotion of the Software to Colleges, Students, and the high schools, colleges, and venues selected to host the Events (the “Hosts”). 
b. Software Implementation. StriveScan shall have full control over the development, implementation, and maintenance of the Software. 
c. Promotion of Events. In exchange for Client’s use of the Software in the provision of Services, StriveScan agrees to list the Events on StriveScan’s website or mobile applications. 

3. Client’s Rights and Obligations. Client shall have the following rights and responsibilities:
a. Event Management. Client shall continue sponsoring and organizing Events during the Term.
b. Promotion of the Service. Client agrees to assist StriveScan in promoting StriveScan’s Software and the Services to Hosts and Colleges that may attend such Events. In the course of planning, developing, promoting, and marketing the Software for use at Events, Client shall at all times portray StriveScan in a positive fashion. Further, as part of Client’s promotional efforts, Client agrees to include the following, in a form and manner approved by StriveScan, on the Event confirmation pages, emails, and communications seen and sent to Colleges:
i. A link to the Software and registration for the Services; 
ii. A brief description regarding the Software (as provided by StriveScan); and
iii. StriveScan’s contact information.
c. Procure Host Commitments. Client understands and agrees that it shall utilize the Software to provide the Services at all Events during the Term. As such, Client agrees that it must procure commitments from all participating Hosts to use and make the Software available to Colleges and Students at the applicable Event. For the avoidance of doubt, Client agrees to make it a mandatory precondition for all Hosts to agree to use the Software to provide the Services prior to being allowed to host an Client Event.
d. Data Sharing. 
i. Registration Data. Client acknowledges and agrees that it must share certain data with StriveScan. Specifically, Client agrees to share with StriveScan the Event registration information for participating Colleges (the “Registration Data”). Registration Data includes, but is not limited, college or institution name, email address, Events registered for, and any other information collected for Events. StriveScan agrees to use such Registration Data for the purpose of marketing the Software to prospective Colleges.
ii. Event Feedback. Following the conclusion of each Event, Client further agrees to share with StriveScan information related to the Event’s execution, including but not limited to Student/College insights or feedback, attendance counts, and any other information collected by Hosts as part of the Event (“Post-Event Data”). StriveScan will use such Post-Event Data for purposes of improving the Software and marketing efforts of the Software.

4. Grant of Rights
a. Software License. In exchange for the exclusivity granted to StriveScan for the provision of Services at Events during the Term, StriveScan hereby grants Client the non-exclusive, non-transferable, non-sublicenseable right and license during the term of this Agreement to market, promote, and advertise the Software to third parties, including Colleges, Students, and Hosts, in connection with the Events. 
b. StriveScan Trademark License. For use solely in connection with Client’s activities authorized pursuant to this Agreement, Client is granted a non-transferable, non-exclusive right to use StriveScan’s trademarks, service marks, trade names and logos (collectively, “Trademarks”). Client shall not use StriveScan’s Trademarks in any other manner that would tend to imply that Client has an affiliation with StriveScan other than as set forth in this Agreement. Client will not use the StriveScan's Trademarks in any manner which the StriveScan in its sole discretion may consider misleading or otherwise objectionable.
c. Title. StriveScan retains the ownership of all right, title and interest in and to the Software, Trademarks, and all patents, copyrights and other proprietary rights therein (collectively, “StriveScan IP”), and Client shall acquire no rights to the StriveScan IP except as expressly set forth in this Agreement. StriveScan shall own all rights, title and interest in all developments of and enhancements to the Software and other StriveScan IP. Client shall take no action, which may adversely affect or impair StriveScan’s ownership of such materials and rights.
d. Client Trademark License. Client grants StriveScan a non-transferable, non-exclusive right and license to use Client’s trademarks, service marks, trade names and logos (collectively, “Client Marks”) for promoting, marketing, and advertising the Software and the Services to prospective Students, Colleges, and other users. StriveScan shall not use Client’s Marks in any other manner that would tend to imply that Client has an affiliation with StriveScan other than as set forth in this Agreement. StriveScan will not use the Client’s Marks in any manner which Client in its sole discretion may consider misleading or otherwise objectionable. Client retains ownership of all right, title and interest in and to the Client Marks.

5. Term and Termination. 
a. Term. This Agreement will take effect on the Effective Date and remain in effect for one (1) year (the “Term”) unless terminated pursuant to Sections 5.b or 5.c. The Agreement is automatically renewed for a one (1) year period unless either party provides notice of its intent to cancel within sixty (60) days of expiration of the then-current term.
b. Termination for Cause. Notwithstanding the foregoing, either party may terminate this Agreement at any time after giving notice in writing to the other party, which notice shall be effective upon receipt, should (i) the other party be in material breach of this Agreement and fail to cure such breach within thirty (30) days after written notice of such breach is given; or (ii) if the other party becomes bankrupt or insolvent or enters into a liquidation or enters into any arrangement or composition with its creditors or any of them, or has a receiver appointed. 
c. Discontinuance. StriveScan reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Software upon thirty (30) days’ prior notice to Client. In the event StriveScan provides notice of its intent to discontinue the Software (and by extension the Services), this Agreement shall terminate on the date of discontinuance. You agree that StriveScan shall not be liable to you or to any third party for any modification or discontinuance of the Software.
d. Rights and Obligations on Termination or Expiration. Upon termination or expiration of this Agreement, Client shall: (1) immediately return to StriveScan or destroy (i) all media containing the Software; (ii) all originals and copies of the Software, manuals, product literature, fee schedules, and other written materials provided by StriveScan; or (iii) all Confidential Information and other property of StriveScan, provided that such materials or information are in Client’s possession or under its control; (2) immediately discontinue holding itself out as a provider of the Software at Events, shall destroy all advertising and promotional materials in its possession or control bearing any Trademarks, and shall remove all signs bearing Trademarks or otherwise identifying Client as a representative of StriveScan; and (3) deliver to StriveScan a document executed on behalf of Client certifying Client’s
            compliance with this Section.

6. Representations and Warranties. Each Party represents and warrants that (a) it has the full right and power to enter into this Agreement and fully perform its obligations hereunder; (b) it has the full right to grant the license to use the Trademarks pursuant to the terms and requirements set forth herein; (c) the execution and delivery of this Agreement and the performance of its obligations hereunder will not violate or conflict with any other agreement to which it is a party or violate or infringe upon the rights of any third party; and (d) it will comply with all applicable laws, rules and regulations in performing its obligations hereunder.

7. Confidentiality. The parties agree that the specific terms and conditions of this Agreement, including but not limited to the Parties’ responsibilities and the duration, are strictly confidential and will not be divulged to any third parties without the prior written consent of both StriveScan and Client unless otherwise required by law. The Parties may, from time to time, communicate to each other certain information to enable the receiving party to effectively perform its services as provided herein. Each Party will treat and will cause its agents, servants, representatives and assigns to treat all such information as confidential whether or not the information is so identified, and will not disclose any part thereof without the prior written consent of the other party. The obligations of each party with respect to maintaining confidential information under this paragraph will survive any expiration or termination of this Agreement but will not apply to any part of such information that: (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of either party, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of the receiving party without any obligation of confidentiality; or (iv) has been or is hereafter disclosed by an authorized third party subject to any limitation placed upon use thereof by such third party at the time of disclosure.

8. LIMITATION ON LIABILITY. ALL SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR USE BY Client OR HOSTS. COMPANY SHALL NOT BE LIABLE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE OPERATION OR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST Client BY ANY THIRD PERSON, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) CLAIMS MADE A SUBJECT OF LEGAL PROCEEDING AGAINST COMPANY MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY’S TOTAL LIABILITIES HEREUNDER SHALL NOT EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500). 

9. Indemnification. Client agrees to indemnify, defend and hold StriveScan harmless from and against any and all claims, liabilities, judgments, damages, costs and expenses, including reasonable attorneys fees, with respect to, arising out of, or in connection with (i) any breach of any provision of this Agreement or any agreement, representation or warranty made by Client herein; (ii) any act or omission of Client, its employees, servants, agents, and the like; and (iii) the Events. 

10. Relationship of the Parties. Client acknowledges that its business is separate and apart from the StriveScan's business. Nothing contained in this Agreement may be deemed to create the relationships of employer and employee, master and servant, franchisor and franchisee, partnership or joint venture between the parties.

11. Miscellaneous. 
a. Survival. The respective rights and obligations of the parties under Sections 2, 4, 5, 7, 8, 9, and 11 will survive any termination or expiration of this Agreement.
b. Jurisdiction. This Agreement will be governed and construed in accordance with the internal laws of the State of Illinois and without giving effect to principles of conflict of laws.
c. Final Agreement. This Agreement is the entire, final and complete agreement of the parties and supersedes all written and oral agreements heretofore made or existing by and between the parties or their representatives. No changes, amendments or modifications of any of the terms or conditions of this Agreement will be valid unless made by a written instrument signed by both Parties. 
d. Assignment. Client shall not assign, sublet or transfer all or any part of its interest in this Agreement without the prior written consent of the StriveScan. StriveScan may freely assign its interest in this Agreement upon written notice to Client.
e. Notices. Any notice sent pursuant to this Agreement will be in writing and either (i) hand delivered; (ii) transmitted by facsimile or email; or (iii) mailed by certified or registered mail, return receipt requested, or dispatched by expedited delivery service to the respective addresses as either Party may designate.
f. No Waiver. Failure of either Party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or of the right thereafter to enforce such provisions.
g. Severability. In case any one or more of the provisions contained in this Agreement will be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of the Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

Revised 06-28-17

Terms

            This software provider agreement (this “Agreement”) is entered into as of the date of submission, between Betadac Media, LLC, an Illinois limited liability company, doing business as StriveScan (“StriveScan”), and the Sponsoring Organizer (the “Association”). Each may be referred to individually as “Party” or collectively as “Parties.”

WHEREAS, StriveScan offers a mobile and web-based software service ("Scanning") and exhibitor registration service  (“College Registration”) (collectively, the “Software”); and
WHEREAS, the Scanning provides a mobile and web-based lead gathering, scanning, and student data capture service for prospective college applicants to be used by colleges and students at events (collectively, the “Services”); and
WHEREAS, the Association is the organizer and sponsor of college admissions programming and college fairs (collectively, the “Events”); and
WHEREAS, the parties desire that the Association use the Software as its exclusive provider of the Services at all the Association Events; and

NOW THEREFORE, in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, StriveScan and the Association hereby agree as follows:

1. Exclusivity – No Competing Products. During the Term (as defined herein) of this Agreement, the Association agrees to use the StriveScan as the exclusive provider of the Software in connection with the Services at all Events. As such, the Association shall not market, advertise, promote, use, negotiate with, contract with, or otherwise allow any other third party to provide services that compete with StriveScan’s Services at any Events during the Term. 

2. StriveScan’s Rights and Obligations. StriveScan shall have the following rights and responsibilities:
a. Registration. StriveScan shall provide the platform by which Students shall register to participate in the Events, and may also provide the platform by which Colleges register and pay to participate in the Events.
b. Fee Collection. StriveScan may collect the payment of the registration fee from Colleges to participate in the Events ("College Registration Fee").
c. Data Distribution. Following each Event, StriveScan shall make available the list of students scanned by each exhibitor at the Events. 
d. Protection of Student Data. StriveScan agrees to utilize commercially reasonable practices to protect personally identifiable Student registration data. StriveScan agrees not to sell, rent, or lease personally identifiable Student registration data without the consent of the Student. 

3. The Association’s Rights and Obligations. The Association shall have the following rights and responsibilities:
a. Event Management and Promotion. The Association shall be the primary sponsor of the Events. The Association is responsible for promotion of the Events to Colleges, Students, and counselors for registration and participation.  
b. Payment Terms. If payments are required, payments are due 30 days after invoice date. Additionally, StriveScan may impose an additional three (3%) percent late fee, plus administrative costs of collection attempts, on any unpaid amounts outstanding fifteen (15) days past the invoice due date.
c. Promotion of the Service. The Association agrees to assist StriveScan in promoting StriveScan’s Software and the Services to Hosts and Colleges that may attend such Events. In the course of planning, developing, promoting, and marketing the Software for use at Events, the Association shall at all times portray StriveScan in a positive fashion. Further, as part of the Association’s promotional efforts, the Association agrees to include the following, in a form and manner approved by StriveScan, on the Event confirmation pages, emails, and communications seen and sent to Colleges:
i. A link to the Software and registration for the Services; 
ii. A brief description regarding the Software (as provided by StriveScan); and
iii. StriveScan’s contact information.
d. Procure Host Commitments. The Association understands and agrees that it shall utilize the Software to provide the Services at all Events during the Term. As such, the Association agrees that it must procure commitments from all participating Hosts to use and make the Software available to Colleges and Students at the applicable Event, and to promote and facilitate Students to register for the Service. For the avoidance of doubt, the Association agrees to make it a mandatory precondition for all Hosts to agree to use the Software to provide the Services prior to being allowed to host an the Association Event.
e. Data Sharing. 
i. Registration Data. The Association acknowledges and agrees that it must share certain data with StriveScan. Specifically, the Association agrees to share with StriveScan the Event registration information for participating Colleges (the “Registration Data”). Registration Data includes, but is not limited, college or institution name, email address, Events registered for, and any other information collected for Events. StriveScan agrees to use such Registration Data for the purpose of marketing the Software to prospective Colleges.
ii. Member Data. The Association agrees to share with StriveScan contact information of its members (the "Member Data"). Member Data includes, but is not limited, member name, institution name, email address, address, telephone number, and membership level. StriveScan agrees to use such Member Data for the purpose of marketing the Software and/or the Events to the Association members.
iii. Event Feedback. Following the conclusion of each Event, the Association further agrees to share with StriveScan, to the extent available, Student/College insights or feedback concerning the Services and Software, information related to the Event’s execution, and attendance counts (“Post-Event Data”). StriveScan will use such Post-Event Data for purposes of improving the Software and marketing efforts of the Software.

4. College Registration Services. If the Association has selected for StriveScan to host and process college registration and payments, the following terms apply:
a. College Registration Fee. The registration fee paid by Colleges to participate in the Events shall be set by the Association. StriveScan will collect the College Registration Fee at the time of registration and is immediately entitled to and shall immediately collect the StriveScan Usage Fee and StriveScan Processing Fee (collectively, the “StriveScan Fee”) from the proceeds. 
b. Association's Margin. The difference between the College Registration Fee and the StriveScan Fee is the Association's margin ("Margin"). 
i. If the Margin is greater than zero, StriveScan will deduct the Credit Card Processing Fee from the Margin and remit the remainder to the Association no later than 30 days after the conclusion of the Events. 
ii. If the Margin is less than zero, StriveScan will invoice the Association for the amount.
iii. If the Margin is equal to zero, no payment shall be due from either StriveScan or the Association.
c. Coupon Codes. The Association may offer Coupon Codes to certain Colleges to register free of charge or a discounted rate, at its discretion. The StriveScan Fee will still apply in full and the Association agrees to be responsible for the cost of participation. StriveScan may deduct the StriveScan Fee from the Association's Margin, if any, and invoice the Association for any amount still due.
d. Credit Card Processing Fee. The Credit Card Processing fee is set by StriveScan's credit card processor. The current processor is Stripe and the fee is 2.9% + $0.30 per transaction for domestic credit cards with an additional 1% fee for international cards, but both the processor and fee are subject to change without notice at any time by StriveScan or the processor and the rate at the time of the transaction shall apply. 
e. Refunds. The Association agrees that the College Registration Fee and StriveScan Fee shall be non-refundable and final at the time of registration. Should the Association decide to provide refunds for any reason, the refunds shall be the sole responsibility of the Association. Any refunds processed by StriveScan are subject to a $25 processing fee plus the Credit Card Processing Fee.
f. Taxes. The Association assumes all responsibility to determine, assess, collect, and pay any and all taxes, customs, duties, fees and other charges imposed by any governmental authority ("Taxes"), including any value added tax, goods and services tax, sales tax, and/or withholding tax on the Services provided under this Agreement. All StriveScan fees are exclusive of any applicable Taxes.

5. Grant of Rights
a. Software License. In exchange for the exclusivity granted to StriveScan for the provision of Services at Events during the Term, StriveScan hereby grants the Association the non-exclusive, non-transferable, non-sublicenseable right and license during the term of this Agreement to market, promote, and advertise the Software to third parties, including Colleges, Students, and Hosts, in connection with the Events.
b. StriveScan Trademark License. For use solely in connection with the Association’s activities authorized pursuant to this Agreement, the Association is granted a non-transferable, non-exclusive right to use StriveScan’s trademarks, service marks, trade names and logos (collectively, “Trademarks”). The Association shall not use StriveScan's Trademarks in any other manner that would tend to imply that the Association has an affiliation with StriveScan other than as set forth in this Agreement. The Association will not use the StriveScan's Trademarks in any manner which the StriveScan in its sole discretion may consider misleading or otherwise objectionable.
c. Title. StriveScan retains the ownership of all right, title and interest in and to the Software, Trademarks, and all patents, copyrights and other proprietary rights therein (collectively, “StriveScan IP”), and the Association shall acquire no rights to the StriveScan IP except as expressly set forth in this Agreement. StriveScan shall own all rights, title and interest in all developments of and enhancements to the Software and other StriveScan IP. The Association shall take no action, which may adversely affect or impair StriveScan’s ownership of such materials and rights.
d. Association Trademark License. The Association grants StriveScan a non-transferable, non-exclusive right and license to use the Association’s trademarks, service marks, trade names and logos (collectively, “the Association Marks”) for promoting, marketing, and advertising the Software and the Services to prospective Students, Colleges, and other users. StriveScan shall not use the Association’s Marks in any other manner that would tend to imply that the Association has an affiliation with StriveScan other than as set forth in this Agreement. StriveScan will not use the the Association’s Marks in any manner which the Association in its sole discretion may consider misleading or otherwise objectionable. The Association retains ownership of all right, title and interest in and to the Association Marks.
e. Service Providers. Underlying portions of the Software utilize third-party Service Providers, including Zoom. The Association, Colleges, Students, and other participants agree they are subject to the Service Provider's Terms of Use and Privacy Policy in order to participate. 

6. Term and Termination. 
a. Term. This Agreement will take effect on the Effective Date and remain in effect for one (1) year (the “Term”) unless terminated pursuant to Sections 5.b or 5.c. The Agreement is automatically renewable for additional one (1) year periods unless either party provides notice of its intent to cancel within sixty (60) days of expiration of the then-current term.
b. Termination for Cause. Notwithstanding the foregoing, either party may terminate this Agreement at any time after giving notice in writing to the other party, which notice shall be effective upon receipt, should (i) the other party be in material breach of this Agreement and fail to cure such breach within thirty (30) days after written notice of such breach is given; or (ii) if the other party becomes bankrupt or insolvent or enters into a liquidation or enters into any arrangement or composition with its creditors or any of them, or has a receiver appointed. 
c. Discontinuance. StriveScan reserves the right to modify or discontinue, temporarily or permanently, all or any portion of the Software upon thirty (30) days’ prior notice to the Association. In the event StriveScan provides notice of its intent to discontinue the Software (and by extension the Services), this Agreement shall terminate on the date of discontinuance. You agree that StriveScan shall not be liable to you or to any third party for any modification or discontinuance of the Software.
d. Rights and Obligations on Termination or Expiration. Upon termination or expiration of this Agreement, the Association shall: (1) immediately return to StriveScan or destroy (i) all media containing the Software; (ii) all originals and copies of the Software, manuals, product literature, fee schedules, and other written materials provided by StriveScan; or (iii) all Confidential Information and other property of StriveScan, provided that such materials or information are in the Association’s possession or under its control; (2) immediately discontinue holding itself out as a provider of the Software at Events, shall destroy all advertising and promotional materials in its possession or control bearing any Trademarks, and shall remove all signs bearing Trademarks or otherwise identifying the Association as a representative of StriveScan; and (3) deliver to StriveScan a document executed on behalf of the Association certifying the Association’s compliance with this Section.

7. Representations and Warranties. Each Party represents and warrants that (a) it has the full right and power to enter into this Agreement and fully perform its obligations hereunder; (b) it has the full right to grant the license to use the Trademarks pursuant to the terms and requirements set forth herein; (c) the execution and delivery of this Agreement and the performance of its obligations hereunder will not violate or conflict with any other agreement to which it is a party or violate or infringe upon the rights of any third party; and (d) it will comply with all applicable laws, rules and regulations in performing its obligations hereunder.

8. Confidentiality. The parties agree that the specific terms and conditions of this Agreement, including but not limited to the Parties’ responsibilities and the duration, are strictly confidential and will not be divulged to any third parties without the prior written consent of both StriveScan and the Association unless otherwise required by law. The Parties may, from time to time, communicate to each other certain information to enable the receiving party to effectively perform its services as provided herein. Each Party will treat and will cause its agents, servants, representatives and assigns to treat all such information as confidential whether or not the information is so identified, and will not disclose any part thereof without the prior written consent of the other party. The obligations of each party with respect to maintaining confidential information under this paragraph will survive any expiration or termination of this Agreement but will not apply to any part of such information that: (i) has been disclosed in publicly available sources of information; (ii) is, through no fault of either party, hereafter disclosed in publicly available sources of information; (iii) is now in the possession of the receiving party without any obligation of confidentiality; or (iv) has been or is hereafter disclosed by an authorized third party subject to any limitation placed upon use thereof by such third party at the time of disclosure.

9. LIMITATION ON LIABILITY. ALL SOFTWARE IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. COMPANY MAKES NO EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SOFTWARE OR SERVICES TO BE PROVIDED HEREUNDER OR THEIR CONDITION, MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR USE BY THE ASSOCIATION OR HOSTS. COMPANY SHALL NOT BE LIABLE FOR ANY (I) SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, ARISING FROM OR RELATED TO THE OPERATION OR USE OF THE SOFTWARE, INCLUDING BUT NOT LIMITED TO DAMAGES ARISING FROM LOSS OF DATA OR PROGRAMMING, LOSS OF REVENUE OR PROFITS, FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, DAMAGE TO EQUIPMENT, AND CLAIMS AGAINST THE ASSOCIATION BY ANY THIRD PERSON, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; OR (II) CLAIMS MADE A SUBJECT OF LEGAL PROCEEDING AGAINST COMPANY MORE THAN TWO YEARS AFTER ANY SUCH CAUSE OF ACTION FIRST AROSE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, COMPANY’S TOTAL LIABILITIES HEREUNDER SHALL NOT EXCEED THE SUM OF FIVE HUNDRED DOLLARS ($500). 
10. Indemnification. The Association agrees to indemnify, defend and hold StriveScan harmless from and against any and all claims, liabilities, judgments, damages, costs and expenses, including reasonable attorneys fees, with respect to, arising out of, or in connection with (i) any breach of any provision of this Agreement or any agreement, representation or warranty made by the Association herein; (ii) any act or omission of the Association, its employees, servants, agents, and the like; and (iii) the Events.

11. Relationship of the Parties. The Association acknowledges that its business is separate and apart from the StriveScan's business. Nothing contained in this Agreement may be deemed to create the relationships of employer and employee, master and servant, franchisor and franchisee, partnership or joint venture between the parties.
12. Miscellaneous. 
a. Survival. The respective rights and obligations of the parties under Sections 5, 6, 8, 9, 10, and 12 will survive any termination or expiration of this Agreement.
b. Jurisdiction. This Agreement will be governed and construed in accordance with the internal laws of the State of Illinois and without giving effect to principles of conflict of laws.
c. Force Majeure. StriveScan shall not be liable for failure to perform any portion or all of the Services or obligations of this Agreement if such failure is in whole or part as a result of fire, flood, earthquake, severe weather, hurricane or other natural disaster, war, invasion, act of foreign enemies, hostilities, civil war, rebellion, revolution, insurrection, military or usurped power or confiscation, terrorist activities, nationalization, government action, sanction, blockage, embargo, labor dispute, strike, computer virus, hacker, disease, epidemic, outbreak, failure of suppliers, lockout or interruption or failure of electricity or power or internet or telephone service.
d. Final Agreement. This Agreement is the entire, final and complete agreement of the parties and supersedes all written and oral agreements heretofore made or existing by and between the parties or their representatives. No changes, amendments or modifications of any of the terms or conditions of this Agreement will be valid unless made by a written instrument signed by both Parties. 
e. Execution. This Agreement may be executed in counterparts and by electronic transmission.
f. Assignment. The Association shall not assign, sublet or transfer all or any part of its interest in this Agreement without the prior written consent of the StriveScan. StriveScan may freely assign its interest in this Agreement upon written notice to the Association.
g. Notices. Any notice sent pursuant to this Agreement will be in writing and either (i) hand delivered; (ii) transmitted by facsimile or email; or (iii) mailed by certified or registered mail, return receipt requested, or dispatched by expedited delivery service to the respective addresses as either Party may designate.
h. No Waiver. Failure of either Party to enforce any of the provisions of this Agreement will not be construed as a waiver of such provisions or of the right thereafter to enforce such provisions.
i. Severability. In case any one or more of the provisions contained in this Agreement will be held to be invalid, illegal or unenforceable in any respect for any reason, such invalidity, illegality or unenforceability will not affect any other provisions of the Agreement, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

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