VARSITY MONITOR SERVICES AGREEMENTTHIS SERVICES AGREEMENT, and any addendum attached hereto, (referredto collectively hereinafter as the "Agreement"), effective February
16,
2012 (hereinafterthe "Effective Date"), and entered into by and between Varsity Monitor, a Delawarelimited 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 450Skipper Bowles Drive, Chapel Hill,
NC
27599, sets forth the terms and conditions ofVarsity Monitor's provision
of
Social Media Monitoring Services
to
Client.1.0
SERVICES.'
Varsity Monitor shall provide Client with the following suite
of
comprehensiveservices
in
support of Client's desire to oversee and monitor student-athletes, includingsocial media activities (collectively referred to hereinafter as the "Services:"
1.1
Social Media
Account
Monitoring, which includes ongoing, real-timemonitoring
of
Client's Student-Athletes' social media accounts, using both automatedand manual tools to identify content that may require Client's attention
in
accordancewith NCAA regulations or University Policy (hereinafter "Suspicious Content").Suspicious Content shall be defined
in
consultation with Client and
in
accordance withits policies.1.2 Broad Social Web Monitoring, which involves monitoring the worldwideweb, including but not limited to related social media accounts, blogs, media outlets, formention of Client's Subject Athletes by third parties, which may implicate, reveal, orprovide perspective
on
NCAA compliance issues.1.3
Prompt
Reporting
of
Suspicious
Content, with such alerts and/orreports provided to Client's Authorized Personnel
in
a time and manner to which theparties 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, andadministrative and education personnel regarding social media best practices.1.5 A Designated
Account
Representative and/or other contact personsshall
be
assigned to Client to facilitate and coordinate the Services and to assure timelynotification, response and follow-up
to
Reports and Client issues.1.6
Additional
Services, which may include additional Best Practicestraining(s) and/or consultation by Varsity Monitor
in
the development or updating ofsocial media policies, may be agreed to from time
to
time by the parties at
an
additionalfee. Varsity Monitor also may develop supplemental or complementary services,distinct from normal updates and revisions to the Services above, which may be offeredto Client. Any additional services shall be subject to
an
Addendum to
be
attached tothis 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 VarsityMonitor with a list
of
student-athletes to
be
monitored with the Services,
and
shallregularly update the list
as
agreed by the parties. Varsity Monitor shall have
no