unc-varsity monitor contract

PURCHASE ORDER NUMBER-MUST BE SHOWN ONPURCHASE ORDER ALL INVOICES CORRESPONDENCE AND PACKAGES

UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL MATERIAL AN DDISBURSEMENT SERVICES

PURCHASING SERVICES Address All Invoices amp Statements in Triplicate Showing Purchase Order Number to

TERMS I 30

PURCHASING CONTACTMR MARK SILLMAN

Disbursement Services 040412 W204153 CB 1220 104 Airport Drive Chapel Hill NC 27599-1220 START 040112 END 033113Telephone 919-002-0213

FOB QUOTE NUMBERQUOTE DATE EQUESTED DELIVERY DATE UNC B662337SS

TELEPHONE NUMBER DEPT NUMBER VENDOR NUMBER 919-962-9463 9810 VOO02023820 ----- - -- - -

SHIP TO V VARSITV MONITOR LLC KATHV GRIGGS

15 ESSEX ROAD ATHLETICS ESSEX FELLS NJ 07021 450 SKIPPER BOWLES DR

ERNIE WILLIAMSON ATHLETIC CTRo UNIVERSITV OF NORTH CAROLINAo CHAPEL HILL NC 27514R

ArronNT NUMBER

NO I QUANTITY IUNITI

IPERCEN AMOUN ACCOUNTNUMBER IPERCENT AMOUNT

DESCRIPTION

STANDING ORDER

SAMaVARSITVMONITORCOM

0011 100ILOTlsTANDING ORDER FOR SOCIAL MEDIA MONITORING THROUGH JUNE 3D 2012

3-19030-3909

0021 100ILOTlsOCIAL MEDIA MONITORING JULV I 2012 - JUNE 3D

SERVICE

SERVICE FOR 2013 (12 MONTHS

a $80000 PER MONTH PLUS lOr EARLV PAVMENT DISCOUNT)

3-19030-3909

UNIT PRICE I EXTENSION

1000000 I 10000

86400000 I 864000

I TAX $ 001 ORDERS SUBJECT TO UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL GENERAL TERMS AND CONDITIONS TOTAL $ 8740 00 FOR COMMODITIES AND SERYICES liT PROCUREMENTS I CONSTRUCTIO N AS APPLICABLE N rth C I S 1 amp UTE t 400028 - 0 aro Ina a es se axxemp

rYJfSignature r (0 (12- vzt K i nnfl PURCHASING COpyQlreqtor[or Conti-act

Rev 10196 PG1nBlJDM-12nl

VARSITY MONITOR SERVICES AGREEMENT

THIS SERVICES AGREEMENT and any addendum attached hereto (referred to collectively hereinafter as the Agreement) effective February 16 2012 (hereinafter the Effective Date) and entered into by and between Varsity Monitor a Delaware limited liability company having its place of business at 353 Lexington Ave 14th floor New York New York 10016 and The University of North Carolina at Chapel Hill Department of Athletics (hereinafter The Client) having a place of business at 450 Skipper Bowles Drive Chapel Hill NC 27599 sets forth the terms and conditions of Varsity Monitors provision of Social Media Monitoring Services to Client

10 SERVICES Varsity Monitor shall provide Client with the following suite of comprehensive

services in support of Clients desire to oversee and monitor student-athletes including social media activities (collectively referred to hereinafter as the Services

11 Social Media Account Monitoring which includes ongoing real-time monitoring of Clients Student-Athletes social media accounts using both automated and manual tools to identify content that may require Clients attention in accordance with NCAA regulations or University Policy (hereinafter Suspicious Content) Suspicious Content shall be defined in consultation with Client and in accordance with its policies

12 Broad Social Web Monitoring which involves monitoring the worldwide web including but not limited to related social media accounts blogs media outlets for mention of Clients Subject Athletes by third parties which may implicate reveal or provide perspective on NCAA compliance issues

13 Prompt Reporting of Suspicious Content with such alerts andor reports provided to Clients Authorized Personnel in a time and manner to which the parties shall reasonably agree

14 Social Media Guidelines and Education which shall include one (1) web based training at Clients location of Clients student-athletes coaches and administrative and education personnel regarding social media best practices

15 A Designated Account Representative andor other contact persons shall be assigned to Client to facilitate and coordinate the Services and to assure timely notification response and follow-up to Reports and Client issues

16 Additional Services which may include additional Best Practices training(s) andor consultation by Varsity Monitor in the development or updating of social media policies may be agreed to from time to time by the parties at an additional fee Varsity Monitor also may develop supplemental or complementary services distinct from normal updates and revisions to the Services above which may be offered to Client Any additional services shall be subject to an Addendum to be attached to this Agreement and the general terms and conditions of this Agreement shall be incorporated therein

20 DUTIES OF CLIENT 21 Identification of Student-Athletes Client shall timely provide Varsity

Monitor with a list of student-athletes to be monitored with the Services and shall regularly update the list as agreed by the parties Varsity Monitor shall have no

obligation to perform Services relating to individuals not designated by Client 22 Authorized Users Client shall identify in writing to Varsity Monitor those

specific administrators and coaches authorized to access the Services and receive reports and alerts regarding Student-Athletes Client further warrants and represents that it shall take all necessary steps to assure that each of its Authorized Personnel shall use only the unique user name and password assigned to himher and that Client and its Authorized Personnel shall safeguard and protect the user names and passwords from disclosure to or use by others Client shall promptly notify Varsity Monitor if Client knows or believes that any of such user names andor passwords is being utilized by anyone other than the individual to whom they were assigned Client acknowledges that it shall be responsible for ensuring that all its Authorized Personnel abide by the Clients obligations under this Agreement in their use of the Services Any act or omission of any such Authorized Personnel relating to use of the Service or access to the Varsity Monitor Webpage shall be deemed to be the act or omission of Client for any and all purposes (including without limitation if such act or omission gives rise to a breach or default under this Agreement)

23 Unauthorized Use Except for the Licensed Use set forth in Section 51 below Client may not display copy download store reproduce transmit distribute resell or otherwise commercially exploit any part of the Services or information obtained therefrom including any news articles data or other information accessed from the Service in any format or through any technology or media now existing or hereafter developed

24 Cooperation The Parties shall cooperate with each other to carry out the respective duties and obligations under this Agreement and acknowledges that such cooperation is essential to the performance of the Services Client further agrees that Varsity Monitor shall not be liable for any deficiency in performance that results from Clients failure to cooperate

30 FEES AND PAYMENT 31 Service Fees Client shall pay Varsity Monitor a monthly fee for use of

the Services in accordance with the Fee Schedule attached hereto as Addendum 1 (hereinafter Service Fees) Any fee for Additional Services performed by Varsity Monitor shall be in accordance with Varsity Monitors standard rates for such service(s) at the time they are available and shall be set forth with any specific terms and conditions of such service in a subsequent Addendum

32 Payments Unless stated otherwise on Addendum 1 Client shall pay in advance to Varsity Monitor the Service Fee for each month in the Term no later than the first day of such month (hereinafter the Due Daten) If any Service Fee payment for any month of the Term is made after the fifteenth (15th) day of such month then Client agrees to pay interest at the rate of 15 per month on the unpaid balance of such invoice

33 Taxes Service Fees under this Agreement do not include taxes if Varsity Monitor is required to pay sales use property value-added or other taxes based on the Services under this Agreement or on Clients use of the Services then such taxes shall be billed to and paid by Client This Section does not apply to taxes based on Clients income

40 TERM TERMINATION AND SUSPENSION 41 Term This Agreement shall have an initial term not to exceed June 30

2012 commencing on the Effective Date and may be renewed for successive one (1) year terms upon the mutual written agreement of the Parties

42 Termination Either party may terminate this Agreement if a default by the other party under this Agreement remains uncured for more than thirty (30) calendar days after the defaulting party is notified in writing of the default including but not limited to the failure of Client to pay Service Fees by the Due Dates as provided by Section 32 Either Party may terminate this Agreement on 10 days prior written notice in the event that the other Party engages in conduct which is unethical unlawful or adverse to the reputation of the terminating Party provided however that such notice must state with sufficient detail the particular conduct giving rise to the notice of termination and the basis for attributing such conduct to the non-terminating Party If this Agreement is terminated for any reason Client shall pay Varsity Monitor for all Services rendered through the date of termination within 30 days of the date of termination and if Client has paid in advance for services then Varsity Monitor shall issue a pro rata refund within 30 days of the date of the termination All license(s) granted for use of the Services and all Client access to the Varsity Monitor Webpages and related data shall automatically terminate upon the date of termination of the Agreement The provisions of Sections 32 33 53 60 70 81 82 83 91 and 92 shall survive termination of this Agreement

43 Suspension Varsity Monitor may immediately suspend Services or terminate this Agreement (and the license(s) granted and the Services provided hereunder) at any time if Client (i) makes any use of the Services or Varsity Monitor Webpages or data other than for the Licensed Use or (ii) breaches any of its other duties and obligations hereunder including without limitation payment of Service Fee Client may immediately suspend Services or terminate this Agreement at any time if Varsity Monitor (i) fails to appropriately monitor and promptly provide reports on Student-Athletes (ii) breaches confidentiality including use of Clients name in violation of Section 54 or (iii) breaches of any of its other duties and obligations hereunder In the event Client suspends Services under this Section Client shall not be required to pay for Services for the period of time of the suspension In the event of such occurrence either Party may suspend Services with notice and may terminate this Agreement in accordance with Section 42

50 PROPRIETARY RIGHTS 51 Rights in Varsity Monitor Technology The Services comprise software

applications and web solutions that are the sole and exclusive property of Varsity Monitor andor its third-party partners (hereinafter Varsity Monitor Technology) Subject to Varsity Monitors right to terminate this Agreement under Section 42 or suspend Services under 43 and limitations under Sections 22 and 23 Varsity Monitor grants to Client a non-transferable non-exclusive license to use the Varsity Monitor Technology and related services solely for uses reasonably related to Clients desire to monitor activities of Student-Athletes (previously and hereinafter referred to as Licensed Use)

52 Copyrighted and Trademarked Material The contents of the Varsity

Monitor Website (including webpages) and all webpages to which Client may link from the Varsity Monitor Website such as text graphics images logos button icons software and other material (collectively referred to hereinafter as the Material) are protected under both United States and foreign copyright trademark and other laws All such Material is the property of Varsity Monitor its business partners or other third parties that supply such content The compilation (meaning the collectionarrangement and assembly) of all content and Material on the Website is the exclusive property of Varsity Monitor andor its partners and may be protected by US and international copyright laws Unauthorized use of any of the Material may violate copyright trademark and other laws

53 Client shall not at any time assert any ownership rights in the Varsity Monitor Technology and shall not attempt to decipher decompile disassemble or reverse engineer any of the software comprising or in any way making up a part of Varsity Monitors Technology Furthermore Client shall retain all copyright trademark service-mark and other proprietary notices contained in the original Material on any copy made of the Material Client may not sell or modify the Material or reproduce display publicly perform distribute or otherwise use the Material in any way for any public or commercial purpose

54 Use of Clients Name Varsity Monitor shall not use the existence of this Agreement or Clients name logo images or trademarks as a part of any marketing or commercial advertising without prior written approval of the University Requests to use Clients name logo images or trademarks should be directed to the Clients Office of Trademarks and Licensing

60 THIRD PARTY MATERIALS The Services include internet links from the Varsity Monitor Website to webpages

andor websites maintained by third parties (hereinafter the Third Parties) If any such Third Parties prevent access to any of the webpage(s) to which links are provided from the Varsity Monitor Website charge a fee to Varsity Monitor from the links on the Varsity Monitor Website or otherwise restrict access to such third-party webpages then Varsity Monitor may change add or discontinue any of the affected links or other features of the Service at any time without prior notice to Client

In addition Client hereby acknowledges and agrees that such Third Parties may at their discretion and without prior notice remove a webpage or alter the content of a webpage maintained by such Third Party Client further acknowledges and agrees that because Varsity Monitor has no control over such sites and resources Varsity Monitor is not responsible for the availability of such external websites or resources and does not endorse and is not responsible or liable for any content advertising products or other materials on or available from such websites or resources Client further acknowledges and agrees that Varsity Monitor shall not be responsible or liable directly or indirectly for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content goods or services available on or through any such website or resource

70 DISCLAIMER OF WARRANTIES

THE MATERIALS THE SERVICES THE VARSITY MONITOR WEBSITE (AND EACH WEBPAGE) AND THE INTERNET WEBSITES MAINTAINED BY THIRD PARTIES ARE PROVIDED AS IS AND WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW VARSITY MONITOR DISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT VARSITY MONITOR DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE SERVICES MATERIALS AND PRODUCTS WILL BE UNINTERRUPTED OR ERROR-FREE THAT DEFECTS WILL BE CORRECTED OR THAT THIS SERVICE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS VARSITY MONITOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE MATERIALS IN THIS SERVICE OR IN THIRD PARTY SITES IN TERMS OF THEIR CORRECTNESS ACCURACY TIMELINESS RELIABILITY OR OTHERWISE EXCEPT THAT VARSITY MONITOR ACKNOWLEDGES ITS RESPONSIBILITY TO APPROPRIATELY MONITOR AND PROMPTLY PROVIDE REPORTS OF SUSPICIOUS CONTENT TO CLIENT CLIENT ASSUMES ALL RISK OF ERRORS ANDOR OMISSIONS IN THE SERVICES INCLUDING THE TRANSMISSION OR TRANSLATION OF INFORMATION EXCEPT THAT VARSITY MONITOR IS RESPONSIBLE FOR ITS OWN NEGLIGENCE OR INTENTIONAL MISREPRESENTATION

SO LIMITATIONS OF LIABILITY AND INDEMNIFICATION 81 Limitation of Liability VARSITY MONITORS ENTIRE LIABILITY FOR

ANY CLAIM LOSS DAMAGE OR EXPENSE FROM ANY CAUSE WHATSOEVER REGARDLESS OF THE FORM OF ACTION WHETHER IN CONTRACT TORT INCLUDING NEGLIGENCE STRICT LIABILITY OR OTHERWISE SHALL BE LIMITED TO DIRECT PROVEN DAMAGES IN AN AMOUNT NOT TO EXCEED FOR ALL SUCH CLAIMS THE AMOUNT ACTUALLY PAID BY CLIENT FOR THE SERVICES EXCEPT AS SET FORTH IN THIS SECTION 81 IN NO EVENT SHALL VARSITY MONITOR OR ITS AFFILIATES OR VENDORS BE LIABLE FOR ANY DIRECT INDIRECT PUNITIVE INCIDENTAL SPECIAL CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SERVICES OR WITH THE DELAY OR INABILITY TO USE THE SERVICES OR FOR ANY INFORMATION OBTAINED THROUGH THE SERVICES OR OTHERWISE ARISING OUT OF THE USE OF THE SERVICES WHETHER BASED ON CONTRACT TORT STRICT LIABILITY OR OTHERWISE EVEN IF VARSITY MONITOR OR ANY OF ITS AFFILIATES OR VENDORS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES

82 Indemnification Varsity Monitor shall at all times defend indemnify and hold harmless Client its officers directors affiliates and the successors and assigns of each of the foregoing (collectively the Indemnified Parties) from and against and pay and reimburse the Indemnified Parties for any and all liabilities obligations losses damages out of-pocket costs or expenses (including interest penalties and reasonable attorneys fees and expense incurred in the investigation or defense of any of the same or in asserting any of their respective rights hereunder) arising out of or resulting from

any claim action suit or other administrative or judicial proceeding that is instituted by a third party (collectively the Third Party Damages) relating to any alleged act or omission of Varsity Monitor its employees subcontractors or agents in the performance of the activities contemplated hereby Client agrees to be responsible for its own negligence in the performance of the activities contemplated hereby

83 Right to Defend If a third party asserts any claim that implicates Clients responsibilities under Section 82 then (a) Varsity Monitor shall give Client written notice promptly after Varsity Monitor has actual knowledge of such claim and shall permit the Client (at Clients expense) to assume the defense of any claim or any litigation resulting therefrom provided that the failure by Varsity Monitor to give such notice shall not relieve the Client of its obligations under Section 82 except to the extent that such failure results in a failure of actual notice to Client and as a result Client is materially damaged and (b) any Indemnified Party may participate in (but not control) such defense at its sole expense Without Varsity Monitors express written consent Client shall not in the defense of any such claim or litigation consent to the entry of any judgment or enter into any settlement that provides for injunctive or other non-monetary relief affecting Varsity Monitor or its officers directors affiliates and the successors and assigns of each of the foregoing or that does not include a release from all liability with respect to such claim or litigation to Varsity Monitor by the claimant or plaintiff

90 DISPUTE RESOLUTION 91 Enforcement Expenses and Attorneys Fees In the event of any

dispute between the parties concerning performance or non-performance (or other breach) of either partys obligations under this Agreement or if either party seeks injunctive or other equitable relief against the other the prevailing party may be entitled to be reimbursed by the other party for the costs and expenses (including but not limited to reasonable attorneys fees) incurred or paid by the prevailing party in such action if so ordered by a court of competent jurisdiction

100 FORCE MAJEURE Varsity Monitor is excused from any failure or delay in performance of

responsibilities otherwise required by this Agreement for any cause beyond its reasonable control Such causes include without limitation fires floods storms earthquakes civil disturbances disruption of telecommunications transportation utilities or necessary supplies governmental action computer viruses and incompatible or defective equipment software or services not supplied by Varsity Monitor

110 GENERAL PROVISIONS 111 Entire Agreement This Agreement together with its Addenda and the

purchase order issued by the Client constitutes the entire agreement between Varsity Monitor and Client with respect to the subject matter hereof superseding all prior agreements proposals representations communications and negotiations written or oral and shall be binding upon and for the benefit of Varsity Monitor and Client and their respective legal representatives successors and assigns

112 Amendment This Agreement may not be amended modified superseded or canceled and none of the terms provisions covenants representations

warranties or conditions may be waived except by a written instrument executed by both Varsity Monitor and Client or in the case of waiver by the party waiving compliance

113 Waiver No waiver by either party whether by conduct or otherwise of any obligation breach or default under this Agreement shall constitute a waiver of any other obligation breach or default of the same or any other nature

114 Assignment Neither party may without the prior written consent of the other party assign or transfer this Agreement or any duty or obligation expressed herein except by merger reorganization consolidation or sale of all or substantially all of such partys assets

115 Counterparts This Agreement may be executed in one or more counterpart copies each of which shall be deemed to be an original but all of which together shall constitute one and the same instrument

116 Severability If a court of competent jurisdiction judges any provision of this Agreement to be invalid that judgment shall not affect the remainder of this Agreement

117 Section Headings The section and other headings contained in this Agreement are for reference purposes only and shall not control or affect the construction of this Agreement or the interpretation thereof in any respect

118 Notices Any notices required by this Agreement shall be sent to each Party as follows

FOR VARSITY MONITOR

Samuel Carnahan CEO Varsity Monitor LLC 353 Lexington Ave 14th floor New York New York 10016

FOR CLIENT

Amy Herman Associate Director of Athletics The University of North Carolina at Chapel Hill PO Box 2126 Chapel Hill NC 27515

IN WITNESS WHEREOF each of the Parties has caused this Agreement to be signed and delivered by its duly authorized representative as of the Effective Date

VARSITY MONITOR LLC

By

SAMUEL CARNAHAN CEO

CLIENT

By

Name Amy Herman

Title Associate AD for Compliance

Mark T Srfiman

Director for Corwact Qi-iCtS and Stores

ADDENDUM 1 FEE SCHEDULE

For services rendered through June 30 2012 client agrees to pay a 1 time service fee of $100

For services rendered between July 1 2012 and June 302013 client agrees to pay a service fee of $800 per month If at the start of this service period client pays in full a 10 discount on the total service will be applied

VARSITY MONITOR SERVICES AGREEMENT

THIS SERVICES AGREEMENT and any addendum attached hereto (referred to collectively hereinafter as the Agreement) effective February 16 2012 (hereinafter the Effective Date) and entered into by and between Varsity Monitor a Delaware limited liability company having its place of business at 353 Lexington Ave 14th floor New York New York 10016 and The University of North Carolina at Chapel Hill Department of Athletics (hereinafter The Client) having a place of business at 450 Skipper Bowles Drive Chapel Hill NC 27599 sets forth the terms and conditions of Varsity Monitors provision of Social Media Monitoring Services to Client

10 SERVICES Varsity Monitor shall provide Client with the following suite of comprehensive

services in support of Clients desire to oversee and monitor student-athletes including social media activities (collectively referred to hereinafter as the Services

11 Social Media Account Monitoring which includes ongoing real-time monitoring of Clients Student-Athletes social media accounts using both automated and manual tools to identify content that may require Clients attention in accordance with NCAA regulations or University Policy (hereinafter Suspicious Content) Suspicious Content shall be defined in consultation with Client and in accordance with its policies

12 Broad Social Web Monitoring which involves monitoring the worldwide web including but not limited to related social media accounts blogs media outlets for mention of Clients Subject Athletes by third parties which may implicate reveal or provide perspective on NCAA compliance issues

13 Prompt Reporting of Suspicious Content with such alerts andor reports provided to Clients Authorized Personnel in a time and manner to which the parties shall reasonably agree

14 Social Media Guidelines and Education which shall include one (1) web based training at Clients location of Clients student-athletes coaches and administrative and education personnel regarding social media best practices

15 A Designated Account Representative andor other contact persons shall be assigned to Client to facilitate and coordinate the Services and to assure timely notification response and follow-up to Reports and Client issues

16 Additional Services which may include additional Best Practices training(s) andor consultation by Varsity Monitor in the development or updating of social media policies may be agreed to from time to time by the parties at an additional fee Varsity Monitor also may develop supplemental or complementary services distinct from normal updates and revisions to the Services above which may be offered to Client Any additional services shall be subject to an Addendum to be attached to this Agreement and the general terms and conditions of this Agreement shall be incorporated therein

20 DUTIES OF CLIENT 21 Identification of Student-Athletes Client shall timely provide Varsity

Monitor with a list of student-athletes to be monitored with the Services and shall regularly update the list as agreed by the parties Varsity Monitor shall have no











































FOR VARSITY MONITOR


FOR CLIENT



VARSITY MONITOR LLC

By

SAMUEL CARNAHAN CEO

CLIENT

By

Name Amy Herman


Mark T Srfiman















































FOR VARSITY MONITOR


FOR CLIENT



VARSITY MONITOR LLC

By

SAMUEL CARNAHAN CEO

CLIENT

By

Name Amy Herman


Mark T Srfiman






VARSITY MONITOR LLC

By

SAMUEL CARNAHAN CEO

CLIENT

By

Name Amy Herman


Mark T Srfiman





unc-varsity monitor contract

Documents