e-inTEAM.com MEMBERSHIP AGREEMENT

In consideration for use of the e-inTEAM.com members only site (the “Site”), you agree as follows: 

1.   Background

inTeam Associates, Inc. (“inTeam”) provides the Site for use by school food service organizations.  The Site consists of an extensive library of inTEAM licensed materials (the “Content”), made especially available to school districts or states education agencies that have registered as members of e-inTeam.com (the “Members”).   You are (i) a school district or state education agency that desires to subscribe to the Site for use by your school food service organizations to enhance the efficiency and promote the success of their operations or (ii) a person who has been specially authorized by inTeam to subscribe to access the Site.

2.  Member Access to the Service

InTeam will assign you a secret password (the “Member Password”).  Using the Member Password, you will be able to assign a unique login identifier (a “User ID”) to each of your employees or employees of the schools or districts subject to your control who will be authorized to access the Site (collectively, “Users”).  No User ID may be shared or otherwise used by anyone other than the individual to whom it was assigned.  You will (i) maintain the strict confidentiality of the Member Password and of all User IDs; (ii) instruct each User not to use any User ID other than the unique User ID issued to him or her and not to share his or her User ID with anyone, including, without limitation, any other User or other school, district or state employee, (iii) instruct each User that all use of the Site is subject to the confidentiality and all other provisions of this Agreement; (iv) prevent all unauthorized persons from using the Member Password or any of your User IDs; (v) promptly inform inTeam in writing of any need to deactivate the Member Password or any User ID due to known or suspected unauthorized disclosure or use or other security concerns, (vi) notify inTeam immediately, in writing, of all information regarding any known or suspected unauthorized access to or use of the Site or any Content, and (vii) maintain an up-to-date list of all Users and associated User IDs and promptly provide a copy of such list to inTeam upon notice from inTeam.  You acknowledge and understand that you will be responsible and liable for any charges, damages, or losses that may be incurred or suffered as a result of any misuse of the Member Password or any of your User IDs or any failure to maintain the strict confidentiality of the Member Password and your User IDs.

3. Term

The initial term of this Agreement (the “Initial Term”) will commence upon inTeam’s acceptance of your application to become a Member and assignment to you of a Member Password and will continue for one (1) year thereafter.  This Agreement will automatically renew for additional successive one (1) year renewal terms ( “Renewal Terms”) unless inTeam or you notifies the other in writing that it elects not to renew at least thirty (30) days before the end of the Initial Term or then current Renewal Term, as the case may be.  Either party may terminate this Agreement upon written notice to the other party if the other party breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice of such breach.  Alternatively, if you breach any payment or other provision of this Agreement, inTeam may suspend your access to the Site until such breach is cured.  Sections 5, 6, 7, 9, 10,  11, 12 and 13 will survive any termination of this Agreement and will remain fully enforceable thereafter.

4.  Fees

You will pay an annual subscription fee for access to the Site and Content.  The subscription fee for the Initial Term is set forth on Exhibit A.  inTeam may change the subscription fee for any Renewal Term upon written notice provided to you not less than sixty (60) days before commencement of such Renewal Term.

5.  Ownership; Confidentiality; Permitted Use

(a) inTeam shall own the Site and all Content, all copyrights, trade secrets, and other proprietary rights in or relating to the Site and the Content, and all copies of the Site and the Content, subject only to the rights expressly granted to you in this Agreement.

(b) The Content is inTeam’s confidential, proprietary and trade secret information which is made especially available to Members and their Users.  You agree to hold, and to ensure that all of your Users hold, the Content in strict confidence, using such care to prevent unauthorized use or disclosure as is prudent under the circumstances, but in no event less care than you use to protect your own most sensitive confidential or proprietary information or any private information in your possession.  Neither you nor any User will disclose the Content to anyone.  You will ensure that, before receiving their User IDs, all Users are notified in writing of the confidential and proprietary nature of the Content and agree not to use or disclose Content except as expressly permitted in this Agreement.  Neither you nor any User will use the Content for any purpose except to enhance the efficiency and promote the success of your school food service operations.  Without limiting the generality of the foregoing, neither you nor any of your Users will use the Content or any information or works derived from the Content to provide services, advice or assistance to other schools or school districts or any other third party or to aid or encourage anyone else to do so or otherwise in any way actually or potentially to compete with inTeam.  You may make copies of Content only to facilitate uses of the Content permitted under this Agreement and provided that all such copies are subject to all of the provisions of this Section 5.  All rights in or relating to the Content not expressly granted in this Section 5 are reserved by inTeam.

(c) You acknowledge that the Content is unique and valuable and that damages will not be an adequate remedy for any use, duplication, distribution or disclosure of the Content in violation of this Agreement.  Accordingly, you irrevocably agree that, in addition to any other remedies available at law or in equity or hereunder, inTeam will be entitled to provisional and permanent injunctive relief and other equitable relief in the event of any such use, duplication, distribution or disclosure, including, but not limited to, impoundment of any copies, equipment or other items or materials made or used and of any revenues or profits earned or obtained in connection with any such use, duplication, distribution or disclosure, without any requirement to post a bond.

6.  Links to Other Sites; Advertisements.

The Site may contain links to third party websites. These links are provided solely as a convenience and not as an endorsement by inTeam of the content on such third-party websites or as an indication of any affiliation, sponsorship or endorsement of or by such third party websites. inTeam is not responsible for the content of linked third-party sites and does not make any representations regarding the privacy practices of, or the content or accuracy of materials on, such third-party websites. If you decide to access linked third-party websites, you do so at your own risk. Your use of third- party websites is subject to the terms of use for such sites.

7.  User Submissions.

Any communication that you or any User posts on the Site will be deemed to be non-confidential, provided that nothing herein will limit the confidentiality of the Content. You agree that neither you nor any User will upload or transmit any communications that infringe or misappropriate any patent, trademark, trade secret, copyright or other proprietary rights of any party, or that are defamatory, or that violate any party’s privacy or publicity rights. By submitting communications to any part of the Site, you and your Users automatically grant to inTeam, or warrant that the owner of such content has expressly granted to inTeam, a royalty-free, fully-paid-up, perpetual, irrevocable, worldwide nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display the communication (or any derivative work based thereon) alone or as part of other works in any form, media, or technology whether now known or hereafter developed, and to sublicense such rights directly or through multiple tiers of sublicenses, which licenses to inTeam shall be freely assignable.

8.  Use of Interactive Areas.

(a) inTeam may provide interactive forums, chat rooms, news groups, bulletin boards and other interactive areas on the Site (“Interactive Areas”). If you or any User communicates using any of the Interactive Areas, you are solely responsible for all such communications and the consequences of posting those communications and for any use you or any User makes of any other posting or communication.  inTeam does not assume any responsibility for the truthfulness, accuracy or reliability of any material posted on any Interactive Area, or for the consequences of any Interactive Area communications on or arising from use of the Site. In cases where you or any User feels threatened or believes someone else is in danger, you or such User should contact local law enforcement immediately.

(b) To promote civil and appropriate use of the Interactive Areas, the following uses of any Interactive Area are prohibited:

1. Using an Interactive Area for any purpose in violation of local, state, national, or international laws;

2.  Posting material that infringes or misappropriates the intellectual property rights of others or the privacy or publicity rights of others;

3.  Posting material that is unlawful, obscene, defamatory, threatening, harassing, abusive, hateful, or embarrassing to any other person or entity as determined by inTeam at its sole discretion;

4. Posting advertisements or solicitations of business;

5. After receiving a warning, continuing to disrupt the normal flow of dialogue, or post comments that are not related to the topic being discussed (unless it is clear the discussion is free form);

6. Posting chain letters or pyramid schemes;

7. Impersonating another person;

8. Posting the same note more than once; or

9. Engaging in any other conduct that restricts or inhibits any other person from using or enjoying the Interactive Areas, or which, in the judgment of inTeam, exposes inTeam or any of its customers or suppliers to any liability or detriment of any type.

(c) inTeam reserves the right to record the dialogue in chat rooms. inTeam has no obligation to screen or monitor material posted by Members, Users or any other person or entity; provided that inTeam may do so at its sole discretion. If notified of communication(s) which are alleged not to conform to the terms of this Agreement, inTeam may investigate the allegation and determine in its sole discretion to remove or request the removal of the communication(s). inTeam reserves the right (but has no obligation) to remove or edit communications which are abusive, illegal, disruptive, or that otherwise fail to conform to this Agreement.  In addition to the removal rights described above, inTeam reserves the right to terminate any Member’s or User’s access to any or all Interactive Area at any time, without or without notice, in the exercise of its sole discretion.  inTeam shall in no event have any liability or obligation in connection with any act or omission of inTeam in connection with the monitoring or screening, or failure to monitor or screen, any material posted by Members, Users or others.

9. Indemnity.

You agree to defend, indemnify and hold inTeam, its officers, directors, employees, agents, licensors and suppliers, harmless from and against any claims, actions or demands, liabilities and settlements, including, without limitation, reasonable legal and accounting fees, resulting from, or alleged to result from, the use of the Content or the Site (including, without limitation, the Interactive Areas) by your or any of your Users in a manner that violates or is alleged to violate this Agreement, any law or regulation, or any rights of any person or entity.  inTeam shall provide notice to you of any such claim, action or demand and shall reasonably cooperate with you, at your expense, in your defense of any such claim, action or demand.

10.Disclaimer of Warranty; Limitation of Liability

(a) inTeam does not make any guarantees or warranties regarding the Site or the Content; the site and the Content are provided AS IS. 

(b) Neither inTeam nor its affiliates nor its suppliers will be liable for any special, incidental, consequential or exemplary damages, even if inTeam or its affiliates or its licensors have been advised of the possibility of such damages.  In no event will inTeam's or its affiliates’ or its suppliers' liability for any claim relating to the Site or the Content or their use or this Agreement, whether in contract, tort or any other theory of liability, exceed the subscription fees actually paid by you.

11. Modifications; Waiver

inTeam may modify this Agreement and/or the materials incorporated herein by reference from time to time. inTeam will provide notice of any such modifications to Members via posting of a notice on the ________ area of the Site. Upon posting, any modified provisions shall become effective.  Continued use of the Content and/or Site by you or any of your Users after the posting of any such modifications constitutes your acknowledgement and acceptance of such modifications, which will then become binding.  We recommend that you check for any such modifications before each use of the Content and/or Site.  Additionally, inTeam may change the Content at any time and from time to time, without notice.  No waiver of any provision of this Agreement by inTeam shall be effective unless it is in a writing signed by inTeam, and no such waiver shall be deemed to be a further or continuing waiver of such provision or any other provision. 

12.  Governing Law; Forum

This Agreement will be construed and enforced in accordance with the laws of the state of California applicable to contracts entered into and performed in California by residents thereof.  Any action or proceeding brought by inTeam or you arising out of or in connection with this Agreement will be brought in a state or federal court in the county of Los Angeles, state of California, and you hereby irrevocably submit to the personal jurisdiction of, and irrevocably consent to venue in, such courts for purposes of any such action or proceeding.

13. Severability

Any provision of this Agreement that is invalid or unenforceable under applicable law will be stricken from this Agreement, and the rest of this Agreement will be valid and enforceable and will be enforced as if such invalid or unenforceable provision had never been included herein; provided that, if any provision is in part valid and enforceable and in part invalid or unenforceable, such provision will be enforced to the maximum extent permitted under applicable law, with the view of enforcing the intent of the parties expressed herein to the maximum extent permitted.