This Charity Contest Program Agreement (the “Agreement”) is entered into as of the date above the signatures (the “Effective Date”) by and between the participating nonprofit organization (hereafter referred to as the “Target Charity” or “you”) and OmegaJam, Inc., (hereafter referred to as “OmegaJam”) and Players Philanthropy Fund d/b/a Sports Philanthropy Network (“SPN”), a public charity described in Section 501(c)(3) of the Internal Revenue Code of 1986 (the “Code”).  For reference, the terms “we” or “us” refer to OmegaJam and SPN collectively.  The Target Charity, OmegaJam and SPN are individually and collectively referred to herein as “Party” and “Parties.”  

1. OVERVIEW: OmegaJam owns and operates the OmegaJam.com website and all associated Facebook and mobile applications (the “Platform”). Through the Platform, OmegaJam offers a variety of charity-based contests of skill, each associated with one or more Target Charities (the “Program”).  To facilitate the administration of the Program and alleviate the compliance burden to Target Charities, OmegaJam has entered into a Services Agreement with SPN.  SPN accepts donations from the general public to provide programs and make monetary grants to other approved charitable entities.   THIS AGREEMENT IS NOT A FUNDRAISING AGREEMENT BETWEEN YOU AND OMEGAJAM OR YOU AND SPN.  By participating in the Program, you are not retaining OmegaJam or SPN as a professional fundraiser.  OmegaJam and SPN do not represent you in this capacity.  Donations collected by SPN through the Platform to support you as a contest’s Target Charity do not go directly to you.  ALL DONATIONS MADE THROUGH THE PLATFORM GO TO SPN.  Shortly after a contest ends, SPN grants the Target Charity for that particular contest with a portion of the donations collected.
   • Compliance: SPN is currently registered to solicit charitable contributions, where required, in all states within the U.S. and its territories. OmegaJam is a service provider and does not collect charitable contributions.
2. APPLICATION & ADMISSION TO THE PROGRAM. To be admitted to the Program, you must (A) be in “good standing (meaning your tax-exempt status has not been revoked by the Internal Revenue Service, or the Franchise Tax Board, or you are not prohibited from soliciting or operating in any state by that state’s Attorney General) and (B) be formally approved by both OmegaJam and SPN (the official charity of record).   As such, you must complete and submit to OmegaJam or SPN a Target Charity Application.    Once a completed Target Charity Application has been received, OmegaJam and SPN will review it to determine if you are suitable for the Program.  If OmegaJam or SPN, each at its sole discretion, reject your application, you will not be admitted to the Program.  Regarding your application, you hereby agree to provide full and accurate information in your application.  Additionally, after you have submitted your application, you agree to promptly notify OmegaJam in writing of any material changes to the information you provided.
3. OMEGAJAM MARKETING NETWORK: Once you have been accepted to the Program, you will become a member of the OmegaJam Marketing Network (the “OJMN”). The OJMN includes us, our Partners, Partner Celebrity-Influencers, Target Charities, Contest Sponsors, Affiliates, Members/Users, and other third-parties authorized by us to market the Platform and Contests.
4. GRANT OF LICENSE: Once you have been accepted to the Program, we will integrate your content (“Target Charity Content” as defined below) into the Platform and use your Target Charity Content to promote you and your contests. This includes a semi-customizable hub and a listing in the OmegaJam directory.  You hereby agree to grant to OmegaJam, a limited, nonexclusive, nontransferable, royalty-free license to use your Target Charity Content in connection with the Platform and Program, including the distribution or display of your Target Charity Content by members of the OJMN via email, website, social media and other forms of communication or advertising, including radio and traditional print advertising (non-digital).  Said license shall remain in effect until one-year after the termination of this Agreement.
   • Target Charity Content: Target Charity Content includes, your name, biographical information, voice, likeness and photograph, graphic images, videos, Marks and Proprietary Rights during the Term. “Marks” includes any of the logos, trade names, trademarks, trade dress and other product identifiers. “Proprietary Right” means any copyright, trademark right (including, without limitation, any applications for federal trademark registration) or other intellectual property right that is protected or protectable (whether or not a filing with any government office is made) under the laws of the United States of America, any state of the United States of America, or any foreign country.
   • Cooperation. You agree to provide all Target Charity Content requested by OmegaJam for the Platform and Program and you give OmegaJam permission to use, download or link to your publicly displayed or accessible Target Charity Content (i.e., your logo, graphic images, videos on services such as YouTube, etc.). All utilized Target Charity Content will be subject to your approval where such approval will not be reasonably denied or delayed.  If, at our sole discretion, such approval is not denied, but unreasonably delayed such that it will affect our operations, it will be presumed that approval has been granted.
   • Ownership of Target Charity Content. OmegaJam respects your ownership of your Target Charity If you owned specific Target Charity Content before providing it to OmegaJam, you will continue owning it after providing it to us, subject to any rights granted in this Agreement and any access granted to others. We also respect the intellectual property rights of others. You must have the legal right to upload Target Charity Content to the Program. You may not upload or post any Target Charity Content that infringes the copyright, trademark or other intellectual property rights of a third party nor may you upload Target Charity Content that violates the law, this Agreement and/or any third party’s right of privacy or right of publicity. You may upload only Target Charity Content that you are permitted to upload by the owner or by law. We may, without prior notice to you and in our sole judgment, remove Target Charity Content that may infringe the intellectual property or other rights of a third party. If you are a repeat infringer of ours or a third party’s intellectual property or other rights, we may terminate this Agreement without notice to you.
   • Removal of Target Charity Content. We may refuse or remove your Target Charity Content without notice to you. However, we have no obligation to monitor Target Charity We may not pre-screen all Target Charity Content and may not endorse or approve any Target Charity Content that you and other Target Charities may contribute to the Program. You are solely responsible for your Target Charity Content and may be held liable for Target Charity Content that you post or upload. The decision to remove Target Charity Content or other Content at any time is in our sole and final discretion. To the maximum extent permitted by applicable law, we do not assume any responsibility or liability for Target Charity Content or for removal of, Target Charity Content or any failure to or delay in removing, Target Charity Content or other Content.
5. CONTESTS. We will work with you to slate one or more contests to be offered through the Platform for your benefit.  Slating includes the contest’s proposed format and underlying sport or activity, the date and time when the contest will be posted on the Platform, when it will be open for entry, when it will start (the entry deadline) and when it will end.  All contests will offer one or more prizes to incentivize potential entrants to play.  Most contests will have Contest Sponsors that promote and/or provide and fulfill contest prizes and some contests will also have a celebrity sponsor.
   • Contest Parameters. For each contest we offer on your behalf, you will be required to select various contest parameters, including the underlying sport or sporting event, the contest format, and the date the contest will be slated on the platform and open for entries. In connection with your contests, regardless of the program options selected, you hereby agree to use your best efforts to work with OmegaJam and SPN to source contest sponsors, and, if required, the celebrities who will participate in your contest.
   • Submission of Parameters. After you have selected your contest’s parameters and commitments have been secured from the contest’s Prize Sponsors and/or participating celebrities OmegaJam and SPN will review your prospective contest for approval. Once approved, your contest will be slated.  Prior to the start of your contest, we will post your contest on the Platform in key locations and open your contest for entries.
   • Contest Marketing: OmegaJam will create a semi-customizable contest hub for your contest that provides prospective contest entrants all relevant information, including, but not limited to (1) your content, and contest imagery, which includes static images, videos, etc. (2) the particular contest format (i.e., Top-X, Play-X, Reverse Bracket, Beat the Celebrity, etc.) and the underlying sport or activity to be employed in the contest (i.e., NFL, NBA, PGA TOUR, etc.), (3) the contest’s entry deadline, (4) the contest’s details, (5) the prizes, (6) the schedule that determines the number of charity tickets required to be redeemed per entry and the number of entries to be given based on donation amount and (7) the Contest Sponsors. To help market your contest, OmegaJam will place contest placards in key locations such as the lobby, your hub and the hubs of all contest sponsors.  OmegaJam may also broadcast your contest to its members and followers via email and social media.  YOU ARE ALSO RESPONSIBLE FOR MARKETING YOUR CONTESTS.  To facilitate this, we will provide you with certain marketing collateral and web links that, when clicked, link directly with either your contest’s hub, your hub or the hubs of one of the contest’s sponsors.  You hereby agree to the following:
     • You agree to market your contest to your database of active and prospective donors by sending out at least three (3) emails that contain the marketing collateral that we provide you.
     • You also agree to post the marketing collateral we provide you to your social media pages at least three (3) times before the start of the contest.
   • Contest Reconciliation: Shortly after your contest ends, OmegaJam will produce a Contest Reconciliation Report that provides the total entries into the contest, the total donations received attributable to the contest, the fees and expenses associated with the contest and the amount of the grant you can expect to receive from SPN. We also send this report to SPN, who will review it and then process your grant through their system.
   • The Grant. Shortly following the end of the contest, SPN will make a grant to you as the contest’s Target Charity if you qualify as an eligible recipient of a grant from SPN. If all of the contest’s prizes are donated by the contest’s Prize Sponsors, the amount of SPN’s grant will generally be equal to 65% of the contest’s attributable proceeds, which are calculated by multiplying the number of charity tickets redeemed by $1.00.  35% of the attributable proceeds are applied for associated fees, including a ticket issuance fee to OmegaJam and a program administration fee to SPN.  OmegaJam’s fees cover the cost of providing and maintaining the OmegaJam platform, which includes the cost of third-party data, rights to certain images and other licensed intellectual property. In the event that one or more contest prizes are not donated by Prize Sponsors, and instead fronted by OmegaJam, SPN or a Third-Party (a “Non-donating Prize Sponsor”), the amount of the such prizes will also be subtracted from the attributable proceeds to reimburse the Non-donating Prize Sponsor before the grant is made.
   • THERE IS NO GUARANTEE THAT YOU WILL RECEIVE A GRANT. While SPN takes all reasonable steps to attempt to grant donated funds to a charity-based contest’s Target Charity, including pre-qualifying the Target Charity for a grant, SPN retains exclusive legal control over all donations. In the rare cases when a Target Charity fails to meet the requirements of SPN’s grantmaking policies and procedures, SPN reserves the right to reassign funds to another organization of its choice, and will aim to grant the funds to another organization that supports a similar charitable cause.
6. OMEGAJAM FEES: It is free for Target Charities to participate in the Program.  THE FEES OMEGAJAM EARNS FOR ADMINISTERING THE PROGRAM ARE ESTABLISHED IN THE SERVICES AGREEMENT BETWEEN OMEGAJAM AND SPN AND ARE PAID TO OMEGAJAM DIRECTLY BY SPN.  OmegaJam is a service provider.  Its fees are based on the number of charity tickets issued through the Platform each month and are unrelated to donations made for charity tickets that are redeemed for entries into your contest(s).
7. TERM, TERMINATION & SURVIVABILITY. The term of this Agreement shall be for one (1) year commencing on the Effective Date.  Thereafter, this Agreement shall automatically renew in one-month increments.  Either Party may terminate this Agreement without cause by giving the other Party 30-days advance written notice.
8. INTELLECTUAL PROPERTY: Except as otherwise set forth herein, all right, title and interest in and to all registered and unregistered intellectual property in connection with the Platform are owned by OmegaJam or its licensors, and you agree to make no claim of interest in or ownership of any such OmegaJam Intellectual Property Rights.  You acknowledge that no title to the OmegaJam Intellectual Property Rights is transferred to you, and you will not obtain any rights, express or implied, other than the rights expressly granted in this Agreement.
9. DISCLAIMERS OF WARRANTIES. We make no guarantees and there can be no assurances that your contests will be successful or that you will be entitled to or receive a grant from SPN that meets or exceeds any projected amount conveyed to you by us.  Additionally, you hereby agree to release and hold harmless OmegaJam, SPN, other Target Charities, OmegaJam Partners, Sponsors, Prize Sponsors, third-party service providers and licensors if you receive no grant or receive a grant from SPN that does not meet or exceed any projected amount conveyed to you by us or SPN.  Additionally, SPN, at its sole discretion and for any reason, may withhold or refuse to grant you funds.

   As it relates to tax treatment of Charity Tickets awarded for donations made by users to SPN, THE SERVICES ARE PROVIDED AS IS, WITH ALL FAULTS, AND AS AVAILABLE. OMEGAJAM MAKES NO REPRESENTATION OR WARRANTIES, AND DISCLAIMS ANY LIABILITY FOR THE TAX TREATMENT OF TRANSACTIONS CONDUCTED ON THE SITE. IT IS YOUR RESPONSIBILITY TO DETERMINE WHAT AMOUNT, IF ANY, OF TOTAL PURCHASE PRICE IS TAX DEDUCTIBLE, AND AS WITH ALL TAX-RELATED MATTERS, YOU SHOULD CONSULT YOUR OWN TAX ADVISOR.

10. INDEMNIFICATION BY THE TARGET CHARITY. You agree to defend, indemnify, release and hold harmless OmegaJam, our officers, directors, employees, agents and successors and assigns, and SPN, their officers, directors, employees, agents, successors and assigns, other Target Charities, OmegaJam Partners, Sponsors, Prize Sponsors, third-party service providers, licensors, and their respective officers, directors, employees and agents, and their respective successors and assigns, harmless from and against any and all liabilities, damages (including punitive damages), losses, claims, demands, judgments, costs, and expenses (including the cost of defense thereof and attorney fees) whether in contract, strict liability or tort, arising out of or related to any breach by you of the terms and conditions or any breach of warranties, representations and obligations by you under this Agreement.
11. ILLEGAL ACTIVITIES BY THIRD PARTIES. The Program requires access and transfer of information over the Internet. The Target Charity acknowledges and agrees that: (i) viruses, worms, trojan horses, or other undesirable data or software; or (ii) unauthorized users (e.g., hackers) may attempt to obtain access to and damage the Platform.  Although OmegaJam will employ measures to counteract such malfeasance, OmegaJam, SPN, our contest sponsors, third-party service providers and our licensors shall not be responsible or liable for such activities.
12. ELECTRONIC DOCUMENTS. We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Platform by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. you acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.
13. MISCELLANEOUS PROVISIONS.
    • Notices. All communications required hereunder shall be in writing and shall be deemed to have been validly served, given or delivered (i) three (3) business days after deposit of same in the United States mail, designated as registered or certified mail, return receipt requested, bearing adequate postage, or (ii) on the date of delivery to such Party if delivered by email to the email address of record of the parties, or when delivered by hand or by overnight or other similar courier and addressed to the Party to be notified at the address for such Party as provided in this Agreement, or to such other address as each Party may designate for itself by like notice.  Note that this does not include general communications related to your participation in the Program, but communications related to terms of this Agreement.
    • Assignment and Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective subsidiaries, successors, assigns, legal representatives, and all corporations controlling them or controlled by them.  This Agreement shall not be assigned or otherwise transferred by either Party in whole or in part without the express written consent of the other Party, which consent will not be unreasonably withheld.
    • Severability. The Parties incorporate the recitals as if set forth fully herein.  In the event that any provision of this Agreement will be held invalid, illegal or unenforceable under applicable law, the remainder of this Agreement will remain valid and enforceable, unless such invalidity, illegality or unenforceability substantially diminishes the rights and obligations, taken as a whole, of any Party.
    • Waiver. Any terms, covenants or obligations of either Party may be waived at any time in writing executed by the Party for whose benefit such terms exist.  The failure to enforce any provision of this Agreement will not constitute a waiver of any term hereof.  No waiver in any one or more instances will be deemed to be a further or continuing waiver of any other condition or any breach of any other terms, covenants or representations.
    • Governing Law / Forum. The terms and obligations of this Agreement shall be interpreted and enforced in accordance with the laws of the United States and the State of Indiana, without regard to conflict of law principles.  The Parties agree to submit to the personal jurisdiction of the appropriate Federal or Indiana State Court in Marion County, Indiana and each waives any objection to such jurisdiction, including forum non conveniens.
    • Strict Performance. The failure of any of the Parties to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right and the waiver of any rights arising out of any breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.  Neither the course of conduct between Parties nor trade practice shall act to modify any provision of this Agreement.
    • Force Majeure. A Party shall not be deemed in default hereunder, nor be held responsible for, any cessation, interruption or delay in the performance of its obligations hereunder due to causes beyond its control including, but not limited to: earthquake; flood; fire; storm; natural disaster; pandemic or health emergency, act of God; war; terrorism; armed conflict; labor strike; lockout; boycott; supplier or Third-Party Service Provider failures, shortages, breaches, or delays; or any law, order regulation, direction, action or request of the government, including any federal, state and local governments having or claiming jurisdiction over it, or of any department, agency, commission, bureau, corporation or other instrumentality of any federal, state, or local government, or of any civil or military authority; or any other cause or circumstance, whether of a similar or dissimilar nature to the foregoing, beyond a Party’s reasonable control.
    • Entire Agreement. This Agreement sets forth the entire agreement, and supersedes any and all prior or contemporaneous agreements between the Parties with respect to the subject matter hereof, and is the complete and exclusive expression of the Parties’ agreement on the matters contained herein.  All prior or contemporaneous negotiations and agreements between the Parties on any matter contained in this Agreement, whether written or oral, are expressly merged into and superseded by this Agreement.  No amendment or modification of any provision of this Agreement will be valid unless set forth in a written instrument signed by both Parties.
    • Electronic Documents. We may, in our sole discretion, seek your consent to the terms and conditions of this Agreement and certain other agreements on the Platform by means of an electronic signature by requesting you to affirmatively “click” on boxes containing the words “I Accept,” “I Agree” or other similar phrases (collectively, “Acceptance Terms”). If you “click” on the Acceptance Terms, your “click” will be deemed a legally binding electronic signature. you acknowledge and agree that you will carefully review any document or web page before making such an electronic signature.a