PURCHASE ORDER

UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL MATERIAL AN DDISBURSEMENT SERVICES PURCHASING SERVICES
Address All Invoices &. Statements in Triplicate Showing Purchase Order Number to: Disbursement Services CB# 1220, 104 Airport Drive Chapel Hill, NC 27599-1220 Telephone: 919-002-0213

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

..

04/04/12

W204153

TERMS 30 I PURCHASING CONTACT MR. MARK SILLMAN

F.O.B. TELEPHONE NUMBER 919-962-9463

START 04/01/12 END 03/31/13 QUOTE NUMBER/QUOTE DATE EQUESTED DELIVERY DATE UNC B662337SS DEPT NUMBER VENDOR NUMBER VOO02023820 9810
-.......- - -.....

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V VARSITV MONITOR LLC

15 ESSEX ROAD ESSEX FELLS NJ 07021

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Ar.r.onNT NUMBER IPERCEN' AMOUN'

KATHV GRIGGS ATHLETICS 450 SKIPPER BOWLES DR. ERNIE WILLIAMSON ATHLETIC CTR UNIVERSITV OF NORTH CAROLINA CHAPEL HILL NC 27514 ACCOUNTNUMBE"R IPERCENT AMOUNT

SHIP TO

NO I QUANTITY IUNITI

DESCRIPTION STANDING ORDER SAMaVARSITVMONITOR.COM

UNIT PRICE

EXTENSION

0011

1.00ILOTlsTANDING ORDER FOR: SOCIAL MEDIA MONITORING SERVICE THROUGH JUNE 3D, 2012; 3-19030-3909 1.00ILOTlsOCIAL MEDIA MONITORING SERVICE FOR JULV I, 2012 - JUNE 3D, 2013 (12 MONTHS a $800.00 PER MONTH PLUS lOr. EARLV PAVMENT DISCOUNT); 3-19030-3909

100.0000

I
I

100.00

0021

8,640.0000

8,640.00

ORDERS SUBJECT TO UNIVERSITY OF NORTH CAROLINA AT CHAPEL HILL GENERAL TERMS AND CONDITIONS FOR COMMODITIES AND S.E.RYICES liT PROCUREMENTS I CONSTRUCTIO. N. AS APPLICABLE

TOTAL

TAX

$
1

.001 8,740 . 00

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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 Monitor's provision of Social Media Monitoring Services to Client. SERVICES.' Varsity Monitor shall provide Client with the following suite of comprehensive services in support of Client's desire to oversee and monitor student-athletes, including social media activities (collectively referred to hereinafter as the "Services:" 1.1 Social Media Account Monitoring, which includes ongoing, real-time monitoring of Client's Student-Athletes' social media accounts, using both automated and manual tools to identify content that may require Client's 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. 1.2 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 Client's Subject Athletes by third parties, which may implicate, reveal, or provide perspective on NCAA compliance issues. 1.3 Prompt Reporting of Suspicious Content, with such alerts and/or reports provided to Client's Authorized Personnel in a time and manner to which the parties shall reasonably agree. 1.4 Social Media Guidelines and Education, which shall include one (1) web based training at Client's location of Client's student-athletes, coaches, and administrative and education personnel regarding social media best practices. 1.5 A Designated Account Representative and/or 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. 1.6 Additional Services, which may include additional Best Practices training(s) and/or 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. 2.0 DUTIES OF CLIENT. 2.1 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 1.0

obligation to perform Services relating to individuals not designated by Client. 2.2 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 him/her, 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 and/or 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 Client's 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). Unauthorized Use. Except for the Licensed Use, set forth in Section 5.1 2.3 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. Cooperation. The Parties shall cooperate with each other to carry out the 2.4 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 Client's failure to cooperate.

FEES AND PAYMENT. 3.1 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 Monitor's 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. Payments. Unless stated otherwise on Addendum 1, Client shall pay in 3.2 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 1.5% per month on the unpaid balance of such invoice. Taxes. Service Fees under this Agreement do not include taxes; if Varsity 3.3 Monitor is required to pay sales, use, property, value-added or other taxes based on the Services under this Agreement, or on Client's use of the Services, then such taxes shall be billed to and paid by Client. This Section does not apply to taxes based on Client's income.

3.0

4.0

TERM, TERMINATION AND SUSPENSION. 4.1 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. Termination. Either party may terminate this Agreement if a default by 4.2 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 3.2. 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 3.2, 3.3, 5.3, 6.0, 7.0, 8.1, 8.2, 8.3, 9.1, and 9.2 shall survive termination of this Agreement. Suspension. Varsity Monitor may immediately suspend Services, or 4.3 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 StudentAthletes; (ii) breaches confidentiality, including use of Client's name in violation of Section 5.4; 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 4.2. PROPRIETARY RIGHTS 5.1 Rights in Varsity Monitor Technology. The Services comprise software applications and web solutions that are the sole and exclusive property of Varsity Monitor and/or its third-party partners (hereinafter "Varsity Monitor Technology"). Subject to Varsity Monitor's right to terminate this Agreement under Section 4.2, or suspend Services under 4.3, and limitations under Sections 2.2 and 2.3, 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 Client's desire to monitor activities of Student-Athletes (previously and hereinafter referred to as "Licensed Use"). Copyrighted and Trademarked Material. The contents of the Varsity 5.2 5.0

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 collection,arrangement and assembly) of all content and Material on the Website is the exclusive property of Varsity Monitor and/or its partners, and may be protected by U.S. and international copyright laws. Unauthorized use of any of the Material may violate copyright, trademark, and other laws. 5.3 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 Monitor's 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. 5.4 Use of Client's Name. Varsity Monitor shall not use the existence of this Agreement or Client's name, logo, images or trademarks as a part of any marketing or commercial advertising without prior written approval of the University. Requests to use Client's name, logo, images or trademarks should be directed to the Client's Office of Trademarks and Licensing.

THIRD PARTY MATERIALS. The Services include internet links from the Varsity Monitor Website to webpages and/or 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.

6.0

7.0

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 AND/OR OMISSIONS IN THE OF SERVICES, INCLUDING THE TRANSMISSION OR TRANSLATION INFORMATION, EXCEPT THAT VARSITY MONITOR IS RESPONSIBLE FOR ITS OWN NEGLIGENCE OR INTENTIONAL MISREPRESENTATION. LIMITATIONS OF LIABILITY AND INDEMNIFICATION. 8.1 Limitation of Liability. VARSITY MONITOR'S 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 8.1, 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. Indemnification. Varsity Monitor shall at all times defend, indemnify and 8.2 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 attorney's 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

S.O

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. Right to Defend. If a third party asserts any claim that implicates Client's 8.3 responsibilities under Section 8.2, 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 Client's 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 8.2, 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 Monitor's 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.

DISPUTE RESOLUTION. 9.1 Enforcement Expenses and Attorneys' Fees. In the event of any dispute between the parties concerning performance or non-performance (or other breach) of either party's 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. 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. GENERAL PROVISIONS. 11.1 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. 11.2 Amendment. This Agreement may not be amended, modified, superseded or canceled, and none of the terms, provisions, covenants, representations, 11.0 10.0

9.0

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. 11.3 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. 11.4 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 party's assets. 11.5 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. 11.6 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. 11.7 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. 11.8 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 P.O. 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;'!\-\/iCt'::S 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 30,2013, 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.