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MOST VALUABLE KIDS OF GREATER ATLANTA:  Recipient Agreement
1 	Your Nonprofit Must Provide MVK With:

· Accurate information on the Nonprofit Registration Form provided on this site. 
· Confirmation that you are legally authorized to enter this Nonprofit Member Agreement (this "Agreement") on behalf of your Nonprofit. 
· Confirmation that your Nonprofit is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986. 
· Confirmation that your Nonprofit has not been suspended from MVK.

Your Nonprofit must provide certain information on the Nonprofit Registration Form, which is incorporated in this Agreement by this reference. You and your Nonprofit both affirm: (1) that all information that your Nonprofit or you provide to MVK, including, but not limited to, that on the Nonprofit Registration Form, is complete, true, and accurate; (2) that your Nonprofit has given you the legal authority to enter into this Agreement on behalf of your Nonprofit; (3) that your Nonprofit is a nonprofit organization created and located in the United States of America and is exempt from federal income taxation under Internal Revenue Code Section 501(c)(3); and (4) that your Nonprofit has not been temporarily or indefinitely suspended from using MVK services.  Your Nonprofit and you agree that if any of the information provided is false or inaccurate, MVK may void this Agreement, and will have no obligations to your Nonprofit and/or you.  Your Nonprofit also agrees to promptly provide to MVK a copy of your Nonprofit's tax-exempt determination letter from the Internal Revenue Service.  Nonprofit agrees and acknowledges that it shall not qualify to receive tickets or any other donations through MVK until MVK receives a copy of the tax-exempt determination letter.

2 	MVK's Commitment to your Nonprofit.

· MVK is approved to act on behalf of your Nonprofit, however we are not a solicitor. 
· MVK will enable your Nonprofit to accept donated tickets via the Internet. 
· MVK will issue a receipt on behalf of your Nonprofit.

During the Term of this Agreement, your Nonprofit authorizes MVK to act on your Nonprofit's behalf in carrying out the following obligations:

2.1 	MVK will operate its site on the World Wide Web (the "MVK Site") that enables individual and corporate donors to make in-kind charitable contributions of tickets to sporting and other events to nonprofit organizations such as your Nonprofit. The MVK Site will include an online ticket exchange capability (the "MVK Exchange") that will enable your Nonprofit to accept and receive (actually or constructively) in-kind contributions from donors.

2.2 	MVK will give your Nonprofit the tickets that you accepted on the MVK site.  The tickets will be available to your Nonprofit at the venue WILL CALL on day of event or will be provided to you by courier, delivery or other means prior to day of the subject event.  There is no compensation taken by MVK for ticket exchange services.

2.3 	MVK will act as your Nonprofit's agent in issuing an appropriate receipt to the ticket donor.

2.4 	You and your Nonprofit agree that MVK shall not in any way act as a professional fundraiser or fundraising counsel, for purposes of state charitable solicitation laws and regulations, on your Nonprofit's behalf.

3 	Your Nonprofit's Commitment to MVK.

· Your Nonprofit will hold legal title to any tickets that you accept on MVK's site. 
· Your Nonprofit will comply with all rules of MVK, such rules to be determined by MVK, in its sole discretion.

During the Term of this Agreement, your Nonprofit shall perform the following obligations:

3.1 	Your Nonprofit and its attendees shall maintain proper decorum, comply with all laws, roles and regulations of all governmental authorities, not suffer or permit the continuation of any use or manner of use of the seats in violation of the rules and regulations of the venue for which MVK has provided tickets, and not create any nuisance.  Your Nonprofit is prohibited and restricted from reselling the tickets granted hereby.  Your Nonprofit assumes full responsibility for the character, acts and conduct of each of its invitees.  For purposes of your Nonprofit's obligations hereunder, the act of any such person shall be deemed the act of your Nonprofit.  MVK may exclude from any venue or immediately terminate the right of any individual to obtain access to or remain within the seats or a venue and remove or cause to be removed such person therefrom.  Any such termination may be oral or written, as may be appropriate in the judgment of MVK or the subject venue, and shall be effective immediately.

3.2 	Your Nonprofit understands and agrees that, immediately after it accepts (or is deemed to accept hereunder) tickets, it will receive legal right, title, and interest in and to such tickets under applicable laws, as well as the rights, responsibilities, and liabilities associated with such legal right, title, and interest.

3.3 	Your Nonprofit will fully comply with all policies, rules, regulations, and procedures that MVK establishes and/or publishes on the MVK Site from time to time, governing the MVK Site and your Nonprofit's participation.

3.4 	Your Nonprofit agrees that, notwithstanding anything else you or your Nonprofit may do, once you, your Nonprofit, or any other person using your Nonprofit's password issued by MVK clicks the "Accept" button for tickets donated to your Nonprofit, your Nonprofit is making an irrevocable offer to accept the tickets.  Thereafter, your Nonprofit will use its best efforts to utilize such tickets for the purposes herein set forth and in accordance with rules and regulations set forth on the MVK Site and this Nonprofit Member Agreement (this "Agreement").

4 	We can use each other's name and logo as appropriate.

Each party grants the other party a limited non-exclusive license, during the "Term" (as such term is defined in Section 5.1 hereof) of this Agreement, to reproduce and use the party's name, logo, and other trademarks, trade names, and service marks (collectively "Marks"), with proper trademark notice and attribution, in the MVK Site in promotions, informational materials, and other documents (regardless of format, including but not limited to Internet-based formats) in accordance with this Agreement and with any written policies and procedures governing use of the Marks as the party provides from time to time.  Each party's Marks are, and shall remain, the exclusive property of that party. All such licenses shall cease and all rights shall revert to the original owner upon termination of this Agreement.  To expedite such use, your Nonprofit authorizes MVK to download, reproduce, and use your Nonprofit logos and other design marks set forth on your Nonprofit's website at the URL provided on your Nonprofit's Nonprofit Registration Form.

5 	The General Terms

5.1 	The term of this Agreement shall begin on the Effective Date stated above and continue until terminated by either party as provided herein (the "Term"). Either party may terminate this Agreement at any time without cause upon sixty (60) days prior written notice to the other party. Further, either party may terminate this Agreement upon thirty (30) days written notice if the other party materially breaches any of the terms of this Agreement, provided, however, that this Agreement will not terminate if the non-terminating party has cured or substantially commenced cure of the breach within the thirty (30) day cure period.

5.2 	DISCLAIMER OF WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MVK DOES NOT MAKE, AND HEREBY SPECIFICALLY DISCLAIMS, ANY REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE.

5.3 	We both agree there will be no consequential damages.
The parties agree that under no circumstances shall either party be liable to the other party for consequential, indirect, incidental, special, or exemplary damages in connection with the transactions contemplated by this Agreement, even if advised of the possibility of such damages. As your Nonprofit's exclusive remedies for any breach of warranty or MVK's obligations under this Agreement, MVK agrees to act as promptly as commercially reasonable to correct the breach.

5.4		Your Nonprofit hereby agrees that it will use its best efforts to ensure that a majority of the attendees utilizing such tickets for this game are boys and girls under the age of eighteen (18) and beneficiaries of the programs offered by your Nonprofit.  Your Nonprofit hereby agrees that it will have at least one (1) chaperone, over the age of twenty-one years, for every six (6) children attending such game.  If less than six (6) children, your Nonprofit agrees to have at least one (1) chaperone in attendance for each event in which you receive tickets from MVK.

5.5		Your Nonprofit hereby agrees that any vehicles used to transport children to this game will be properly licensed with the appropriate department of motor vehicles and insured in a commercially reasonable amount, and will be operated by a properly licensed driver.

5.6		Your Nonprofit hereby agrees that it will use due care and extreme diligence to ensure the safety of all of its attendees during the event and in providing transportation to and from the event.  Such due care and extreme diligence shall include, but not be limited to, taking all reasonable steps necessary to assure that chaperones (including drivers) are responsible adults with no history of committing criminal and/or negligent acts that would reflect negatively on their ability to serve as chaperones.  Moreover, your Nonprofit hereby agrees that it will use due care and extreme diligence to ensure that good care is taken of the seats and/or the suite (as applicable) it uses with the tickets provided by MVK.

5.7 	We both agree to limited mutual indemnity.  Either party will defend, indemnify, save, and hold harmless the other party and the officers, directors, agents, volunteers, affiliates, distributors, franchisees, and employees of the other party from any and all third party claims, demands, liabilities, costs, or expenses, including reasonable attorneys' fees ("Liabilities"), resulting from the indemnifying party's breach of any duty, representation, or warranty of this Agreement, except where Liabilities result from the gross negligence or knowing and willful misconduct of the other party. This obligation of indemnity is conditioned on the non-indemnifying party giving prompt notice of any claim to be indemnified, providing reasonable information and other assistance to the indemnifying party, and mitigating damages as feasible.

5.8		Your Nonprofit hereby agrees that MVK shall not be liable or responsible for any loss, damage or injury to any person or to any property of your Nonprofit or your Nonprofit's invitees in or upon the seats or each venue for which you receive tickets, resulting from any cause whatsoever, including, but not limited to, theft, vandalism or the criminal or negligent acts of third parties, nor shall MVK be liable or responsible for any other loss, damage or injury arising, directly or indirectly, out of or in connection with the use of such seats by your Nonprofit or its invitees.  Your Nonprofit hereby agrees that it will assume full financial obligation and responsibility for any damage (direct or indirect) caused by any of its invitees, including, without limitation, damage to each venue for which you receive tickets, the seats, the suite or luxury box (as applicable) or injury to any such attendee or another caused by an invitee of Your Nonprofit.

5.9 	We both agree to protect each other's confidential information. 
Each party agrees to fully respect and protect the other party's respective (1) confidential, proprietary, and/or trade secret information; (2) intellectual property rights; and (3) confidentiality and/or intellectual property obligations to third parties (collectively "Confidential Information"). Such "Confidential Information" shall include only that information that the disclosing party specifically identifies as "Confidential" at the time of disclosure to the other party. During the term of this Agreement, and for a period of not less than three (3) years following expiration or termination of this Agreement, each party further agrees to take reasonable measures, including at least those measures the party normally takes to protect its own Confidential Information, to preserve the confidentiality of any Confidential Information received from the other party. Neither party will convey any Confidential Information of the other party to any third party without the prior written consent of the disclosing party. Upon termination of this Agreement, each party, at the discretion of the other party, shall return or destroy all documents, computer files, and other items that contain or embody Confidential Information of the other party.

5.10 	We both agree to respect each other's legal requirements.
Notwithstanding anything else in this Agreement, both your Nonprofit and MVK intend that all activities and commitments under this Agreement shall fully satisfy all of the parties' respective legal requirements, including but not limited to your Nonprofit's legal requirements to maintain its tax-exempt status. Both parties will comply with all applicable federal and state laws, regulations, and rulings.

5.11 	This Agreement is governed by State of Georgia law. 
MVK is a nonprofit corporation that is exempt from federal income tax under Section 501(c)(3) of the Internal Revenue Code of 1986 with headquarters in Atlanta, Georgia.  This Agreement shall be governed and interpreted in accordance with the laws of the State of Georgia without regard to its principles of conflict of laws. Venue for mediation, arbitration, or litigation of any dispute, controversy, or claim arising out of, in connection with, or in relation to this Agreement, or the breach thereof, shall be proper only within a mediation or arbitration process or in a tribunal of competent jurisdiction within the State of Georgia.

5.12 	This Agreement is the entire Agreement on this subject. 
If your Nonprofit has entered into a separate written agreement with MVK (signed by both parties) regarding the same subject matter as this Agreement, that written agreement shall control this Agreement in the event of any conflict. Except for such a separate written agreement, this Agreement, including the Nonprofit Registration Form and any other documents, records, and/or data referenced in this Agreement, sets forth the entire agreement between MVK and your Nonprofit on this subject and supersedes all prior negotiations, understandings and agreements between MVK and your Nonprofit concerning the subject matter and all MVK promotional, marketing, sales, and informational materials. MVK may amend this Agreement at any time by posting the amended terms on our site. Except as otherwise expressly stated in such a posting, all amended terms shall automatically be effective and legally binding upon your Nonprofit fourteen (14) days after initially posted by MVK on its site. If, after reviewing the posted amended terms, you completely agree to all such amended terms, no further action is necessary on your Nonprofit's part. Rather, your Nonprofit's continued access to and/or use of the MVK website shall constitute your Nonprofit's complete assent to and acceptance of all such amended terms. All such posted amended terms shall be incorporated in this Agreement as if fully set forth in this Agreement.  You may view the most recent Agreement at any time from the MVK site. If you do not accept all of the posted amended terms, your Nonprofit may terminate this Agreement as set forth in Section 5.1 of this Agreement.  Apart from such posting of amended terms by MVK, this Agreement may not otherwise be amended except in a written document (1) that expressly references this Agreement and/or any affected amended terms as posted by MVK and (2) that is signed by both your Nonprofit and MVK.  Should any provision of this Agreement be held by a court or other tribunal of competent jurisdiction to be void, illegal, invalid, inoperative, or unenforceable, the remaining provisions of this Agreement shall not be affected and shall continue in effect and the invalid provision shall be deemed modified to the least degree necessary to remedy such invalidity.  All the terms and provisions of this Agreement shall be binding upon, shall inure to the benefit of, and shall be enforceable by your Nonprofit's and MVK's respective successors and assigns.  The failure of either party to partially or fully exercise any right or the waiver by either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement.

5.13 	We both agree to resolve any disputes in this manner.
Any dispute between your Nonprofit and MVK which cannot be resolved by negotiation shall be submitted to mediation, and if mediation fails, arbitration, under the rules of the American Arbitration Association, or any comparable entity that your Nonprofit and MVK may subsequently agree upon in writing. Any arbitration award issued by the arbitrator shall be final, binding, and enforceable in any court of competent jurisdiction.

5.14 	Forces beyond MVK's control will not breach this Agreement.
MVK shall not be deemed in default of this Agreement to the extent that performance of its obligations or attempts to cure any breach are delayed, restricted or prevented by reason of any act of God, fire, natural disaster, act of government, strikes or labor disputes, inability to provide raw materials, power or supplies, power or service or equipment outage, failure of Internet service provider, or any other act or condition beyond the reasonable control of the parties.

BY CLICKING THE "I ACCEPT" BUTTON, YOU, ON BEHALF OF YOURSELF (IF YOU ARE ACTING AS AN INDIVIDUAL) OR ON BEHALF OF ANY INDIVIDUAL OR BUSINESS ENTITY FOR WHOM YOU ARE ACTING (COLLECTIVELY, "YOU"), EXPRESSLY CONSENT AND AGREE TO BE LEGALLY BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU (1) SHOULD CLICK THE "I DO NOT ACCEPT" BUTTON, AND (2) MAY NOT ENTER INTO THIS TRANSACTION.

YOU HAVE READ, UNDERSTAND AND AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU ARE AT LEAST EIGHTEEN (18) YEARS OLD.

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