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CUSTOMER AGREEMENT BETWEEN SPORTSITES, INC. AND CITY OF MOSCOW, IDAHO THIS CUSTOMER AGREEMENT ("Agreement") is entered into and effective this 15th day of November, 2011, by and between Sportsites, Inc., a Utah corporation with principal offices located at 762 South 1500 East, Pleasant Grove, Utah, 84062 ("SPORTSITES") and City of Moscow, Idaho, a municipal corporation of the State of Idaho, with principal offices located at 206 East Third Street, Moscow, Idaho, 83843 ("CITY"), presents: W I T N E S S E T H: WHEREAS, SPORTSITES has developed a suite of online automated city management tools and desires to provide its software and services to CITY; and WHEREAS, CITY is a municipality which provides its c11Izens with numerous possible educational classes, recreational opportunities and the use of CITY facilities and resources and could greatly benefit from the online registration and automated administration services that SPORTSITES can provide; NOW THEREFORE, for good and valuable consideration outlined below, the parties agree as follows: 1.0 Compensation. CITY will remit to SPORTSITES an Agreement initiation fee of three thousand dollars ($3,000) on Aprill, 2012 and, additionally, an annual fee of six thousand dollars ($6,000) on Oct. 15, 2012 for unlimited usage of SPORTSITES' software, tools and customer support through Oct. 14, 2013. After October 14, 2013, the annual renewal fee of six thousand dollars ($6,000) will be due on October 15 of each year. SPORTSITES will remit to CITY all electronically received registration gross receipts, less credit card discount fees of three point five percent SPORTSITES has no other fees and will charge no other fees other than as stated in this Agreement. SPORTSITES agrees to maintain the annual service fee of six thousand dollars ($6,000) for the following two years 20lx and 201x). Future increases not to exceed ten percent (10%( annually for the existing t(āature set. 1.0. 1 Refunds: Any customer refund that is the result of a SPORTSITES related error will be handled with no charge. All other Credit Card refunds issued through the SPORTSITES software are subject to a three point tive percent transaction fee to off-set merchant transaction fees charged to SPORTSITES at time of initial processmg. 2.0 SPORTSITES Duties. In order to provide a successful product experience, SPORTSITES agrees that as part of the above-listed compensation, SPORTSITES will perform the following duties to CITY's satisfaction: CUSTOMER AGREEMENT- SPORTSITES AND CiTY PAGE I OF 4 ---PAGE BREAK--- 2.0.1 Support: SPORTSITES will provide any necessary training and technical supp011 of its online software. 2.0.2 Server Maintenance: SPORTSITES will acquire and maintain the hardware servers necessary to run all of CITY's programs. 2.0.3 Remittance olFunds. SPORTSITES shall remit all funds collected, less credit card transaction fees of three point five percent on a weekly basis. Such remittance will occur each Tuesday by way of electronic funds transfer directly to CITY's bank account. Should Tuesday fall on a banking holiday, shall be remitted on the next business day in which banks are open for business. Due to the lag in credit card processing, funds remitted each Tuesday will be for the full week (Monday- Sunday) commencing two weeks prior. SPORTSITES shall provide a reconciliation of transferred funds with each remittance. 2.0.4 £-Commerce. In the future, SPORTSITES intends to add Advertising, E commerce, and Photography options for CITY's customers. CITY wil1 control the content of any such sales. A separate addendum agreed upon by both parties will be added to this Agreement before any such activity is initiated. 2.0.5 General Conduct. SPORTSITES will at ali times conduct its business in a manner as will reflect favorably on CITY. SPORTSITES will not engage in any deceptive, misleading, illegal, or unethical business practice. SPORTSITES will maintain PCI compliant status. 2.0.6 Privacy. The parties recognize that citizens who use the service have a reasonable expectation of privacy for personal information provided including name, address and phone numbers. SPORTSITES will ensure that protected records: a. will only be used for the performance of the Agreement with CITY; b. will not be disclosed to any other person without CITY's permission; and 3.0 Termination. 3.0.1 Termination. CITY may terminate this Agreement at anytime without cause upon three days written notice. If termination takes place within sixty (60) days, a pro rata refund of annual fee will be given. However, no refund of fees will be issued after sixty ( 60) days 3.0.2 Termination for Default. Any material breach of this Agreement by either party shall constitute a default if not cured within twenty (20) days after written notice of such breach is given. Upon default by either party, the other party may terminate this Agreement immediately on written notice. 3.0.3 Termination for Market Withdrawal or Business Failure. The parties agree that, should SPORTSITES cease business operations for any reason or cease operations CUSl OMF.R AGREEMENT- AND (JTY PAGE20F4 ---PAGE BREAK--- in the market in which CITY is currently served by this Agreement, SPORTSITES shall provide to CITY, at no expense to CITY and within ten (10) days of such cessation, a complete copy of all installation media and all data necessary for CITY to continue to operate the service SPORTSITES is currently providing to CITY pursuant to this Agreement. 3.0.4 F;[fect of Termination. Upon termination, neither party shall have any further rights against the other except for money owed. 4.0 Insurance and Indemnification 4.0.1 Insurance. Throughout the tenn of this Agreement, SPORTSITES and CITY will maintain minimum liability insurance coverage in the amount of five hundred thousand dollars ($500,000) per occurrence, one million dollars ,000,000) aggregate. CITY shall maintain minimum liability coverage required in the Idaho Tort Claims Act. 4.0.2 Indemnification. SPORTSITES agrees to defend and indemnify CITY for any claim(s) arising out of the performance of this Agreement based primarily on allegations of negligence or other misconduct of SPORTSITES or its officers or employees, other than claim(s) for CITY's sole negligence. Similarly, CITY agrees to defend and indemnify SPORTSITES for any claim(s) arising out of the perfonnance of this Agreement based primarily on allegations of negligence or other misconduct of CITY or its officers or employees, other than claim(s) for SPORTSITES' sole negligence. 5.0 Miscellaneous 5.0.1 Enforcement of Terms. Failure by either party to this Agreement at any time or from time to time to enforce any of the provision of this Agreement shall not be construed to be a waiver of such provision or of such party's right to thereafter enforce each and every provision hereof. 5.0.2 Governing Law. This Agreement shall be governed in all respects, except its provisions for conflicts of laws, by the laws of the State of Idaho. In the event of any dispute hereunder, the Parties agree to resolve the same through arbitration conducted by a single arbitrator under the commercial arbitration rules of Idaho. 5.0.3 Entire Agreement. This Agreement supercedes and cancels all prior agreements, if any, between the parties and shall not be amended, altered, or changed except by a written agreement signed by both parties. 5.0.4 Titles and Subtitles. The titles and subtitles used in this Agreement are for convenience only and are not a part of this Agreement and do not in any way limit or amplify the terms and provisions of this Agreement. CUSTOMER AGREEMENT- SPORTSITES AND CITY PAGE3 OF4 ---PAGE BREAK--- 5.0.5 Notices. All notices and other communications hereunder shall be in writing and shall be mailed by celiified mail, postage prepaid, to the parties hereto at their respective addresses specified herein, subject to the right of either party to change its address by written notice. 5.0.6 Countetparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 5.0.7 .Jurisdiction and Venue. It is agreed that this AGREEMENT shall be construed under and governed by the laws of the State of Idaho. In the event of litigation concerning it, it is agreed that proper venue shall be the District Court of the Second Judicial District of the State of Idaho, in and for the County of Latah. IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first above written. CITY OF MOSCOW, IDAHO se Flowers, Information Systems Director ACKNOWLEDGMENT STATE OF UTAH ) ) ss. COUNTY On this 7 day of 't2lX-6M-1?C!'> , 2011, before me, a Notary Public in and for said State, appeared Bud Lethbridge, known to me to be the person named above and acknowledged that he executed the foregoing document as the duly authorized re resentative for Sportsites, Inc. CUSTOMER AGREEMENT- SPOR fSJTES AND ClTY Notary Public for the ate o Utah Residing a.t 4 ·q#J v.-1o-r to'-tb-0'3 My commiSSion expires_ PAGE4 OF4